Exhibit 10.3


FRANKLIN BANK CORP.
 RESTRICTED STOCK AGREEMENT



          This      Restricted
Stock  Agreement  (“Agreement”),  entered  into  on  the  ____  day of
___________,  2006 (the “Effective Date”),  which is the date on which
the Grant  described  below was  approved  by the  Compensation  Committee  (the
“Committee”)  of the Board of  Directors  of Franklin  Bank Corp.,  is
between Franklin Bank Corp., a Delaware  corporation (the  “Company”),
and ____________________, (the “Employee”).



          WHEREAS,   to  carry
out the purposes of the Franklin Bank Corp.  2006 Long-Term  Incentive Plan (the
“Plan”),  shares of  restricted  Common  Stock (as defined  below) are
hereby  granted  to the  Employee  in  accordance  with  this  Restricted  Stock
Agreement; and



          WHEREAS, the Company
and Employee agree as follows:



          1.          Award
of Common Stock.   The Company hereby grants (the “Grant”) to
Employee  ________ shares (the  “Shares”)  of common stock,  $0.01 par
value, of the Company (“Common Stock”),  which shall be subject to the
restrictions  on   transferability   set  forth  in  Section  2(d)  herein  (the
“Restrictions”)    and   to   the    other    provisions    of    this
Agreement.



          2.          Restricted
Period.



                       (a)          For
a period of ____________  (___) years and ___________  (____) days commencing on
the  Effective  Date (the  “Restricted  Period”),  the Shares shall be
subject  to  the   Restrictions   and  any  other   restrictions  as  set  forth
herein.   The  Restrictions  shall  expire  as to  all  of  the  Shares  on
_________________.   The Shares which are subject to the Restrictions shall
hereinafter be referred to as  “Restricted  Shares.”   The Shares
which are no longer subject to the  Restrictions  as set forth in paragraphs (f)
or  (g)  below  shall   hereinafter   be   referred  to  as   “Transferable
Shares.”



                       (b)          The
Company shall effect the issuance of the Shares out of  authorized  but unissued
shares of Common Stock or out of treasury  shares of Common Stock and shall also
effect the issuance of a certificate or certificates for the Shares.   Each
certificate  issued for Restricted Shares to the Employee shall be registered in
Employee’s  name and shall be either  deposited  with the  Secretary of the
Company or its  designee in an escrow  account or held by the  Secretary  of the
Company,  at the  election of the Company,  together  with stock powers or other
instruments of transfer  appropriately  endorsed in blank by Employee  (Employee
hereby agreeing to execute such stock powers or other instruments of transfer as
requested by the  Company).   Such certificate or certificates shall remain
in such escrow account or with the Secretary of the Company until the earlier to
occur of (i) the termination of the Restricted  Period or (ii) the expiration of
the Restrictions as set forth in paragraphs (f) or (g) below.  Certificates
representing  the  Restricted  Shares shall bear a legend in  substantially  the
following form:


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          THE  TRANSFERABILITY
OF THIS  CERTIFICATE AND THE SHARES OF STOCK  REPRESENTED  HEREBY ARE SUBJECT TO
THE TERMS AND CONDITIONS (INCLUDING  FORFEITURE) OF THE FRANKLIN BANK CORP. 2006
LONG-TERM INCENTIVE PLAN AND AN AWARD  AGREEMENT.   COPIES OF SUCH PLAN AND
AGREEMENT  ARE ON FILE AT THE OFFICES OF  FRANKLIN  BANK  CORP.,  9800  RICHMOND
AVENUE, SUITE 680, HOUSTON, TEXAS 77042.
 





The Company may place appropriate stop transfer instructions with respect to the
Restricted  Shares  with the  transfer  agent for the Common  Stock.   Upon
Restricted  Shares becoming  Transferable  Shares,  the Company shall effect, in
exchange  for  the  legended  certificates,  the  issuance  and  delivery  of  a
certificate or  certificates  for such Shares to the Employee free of the legend
set forth above.



                       (c)          The
Employee shall,  during the Restricted Period, have all of the other rights of a
stockholder with respect to the Shares including,  but not limited to, the right
to receive dividends,  if any, as may be declared on such Restricted Shares from
time to time,  and the right to vote (in  person or by  proxy)  such  Restricted
Shares at any meeting of stockholders of the Company.



                       (d)          The
Restricted  Shares  and the right to vote the  Restricted  Shares and to receive
dividends thereon, may not be sold, assigned,  transferred,  exchanged, pledged,
hypothecated,  or otherwise encumbered and no such sale,  assignment,  transfer,
exchange,  pledge,  hypothecation,  or  encumbrance,  whether made or created by
voluntary act of Employee or any agent of Employee or by operation of law, shall
be  recognized  by, or be binding upon, or shall in any manner affect the rights
of,  the  Company or any agent or any  custodian  holding  certificates  for the
Restricted  Shares during the Restricted  Period,  unless the Restrictions  have
then expired  pursuant to the provisions of paragraphs  (f) or (g)  below. 
This provision shall not prohibit  Employee from granting  revocable  proxies in
customary form to vote the Shares.



                       (e)          If
the status of employment (hereinafter referred to as  “employment”) of
Employee  with the  Company or its  Affiliates  (as defined in Section 6 herein)
shall terminate, prior to the expiration of the Restricted Period for any reason
other than the death, Disability,  or Normal Retirement of Employee, or upon the
occurrence of a Change of Control (which events are governed by Sections 2(f) or
2(g) hereof),  then, in that event,  any  Restricted  Shares  outstanding  shall
thereupon  be  forfeited  by Employee  to the  Company,  without  payment of any
consideration or further  consideration by the Company, and neither the Employee
not any successors,  heirs,  assigns or legal  representatives of Employee shall
thereafter  have any  further  rights or interest  in the  Restricted  Shares or
certificates  therefor, and Employee’s name shall thereupon be deleted from
the list of the  Company’s  stockholders  with  respect  to the  Restricted
Shares.  



                       (f)          If
the employment of Employee with the Company or its Affiliates shall terminate by
reason of  death,  Disability  or Normal  Retirement,  any  Restrictions  on the
Restricted Shares shall be deemed to have expired as to the Restricted Shares as
of the date of any such occurrence,  and the Restricted  Shares shall thereby be
Transferable  Shares.    For  purposes  of  this  Agreement,   “Normal
Retirement”  shall mean retirement from active  employment with the Company
at or  after  the  age of 65 or  such  other  age as may be  established  by the
Committee.  


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                       (g)          Upon
the occurrence of a Change of Control, any Restrictions on the Restricted Shares
set forth in this Agreement shall be deemed to have expired,  and the Restricted
Shares shall thereby be Transferable Shares.  



                       (h)          If
the  employment  of  Employee  with the  Company  shall  terminate  prior to the
expiration of the Restricted Period, and there exists a dispute between Employee
and the Company as to the  satisfaction  of the conditions to the release of the
Shares from the Restrictions hereunder or the terms and conditions of the Grant,
the Shares shall remain subject to the Restrictions until the resolution of such
dispute,  regardless of any  intervening  expiration of the  Restricted  Period,
except that any dividends that may be payable to the holders of record of Common
Stock  as of a date  during  the  period  from  termination  of  Employee’s
employment to the resolution of such dispute shall:

	
  
 
  	
  

              (i)          to
the extent to which such  dividends  would have been  payable to Employee on the
Shares,  be held by the Company as part of its general funds,  and shall be paid
to or for the account of Employee  only upon,  and in the event of, a resolution
of such dispute in a manner favorable to Employee, and
 
	
  
 
  	
  
 
  
	
  
 
  	
  

              (ii)         be
canceled  upon,  and in the event of, a  resolution  of such dispute in a manner
unfavorable to Employee.
 




          3.          Taxes. 
To the extent that the receipt of the Restricted Shares, Transferable Shares, or
the lapse of any Restrictions results in income to Employee for federal or state
income tax purposes,  Employee  shall deliver to the Company at the time of such
receipt or lapse, as the case may be, such amount of money or, if the Company so
determines,  shares of  unrestricted  Common Stock as the Company may require to
meet its obligation under  applicable tax laws or regulations,  and, if Employee
fails to do so, the Company is  authorized  to withhold  from any cash or Common
Stock remuneration then or thereafter payable to Employee any tax required to be
withheld by reasons of such resulting compensation income.  Employee agrees
to notify the Company promptly of any tax election made by Employee with respect
to the Shares.



          4.          Changes
in Capital Structure.   If the outstanding shares of Common Stock shall
at any time be changed or  exchanged  or  augmented by  declaration  of a stock
dividend,   stock  split,   combination   of  shares,   merger,   consolidation,
recapitalization  or similar  event,  the Shares,  being  outstanding  shares of
Common  Stock,  shall be  treated  in the same  manner as all other  issued  and
outstanding shares.  Any cash, property or securities into which the Shares
are so changed or exchanged or so augmenting  the Shares or so issued in respect
of the Shares  shall be subject to the  Restrictions  in the same  manner as the
Shares.



          5.          Compliance
with Securities Laws.



                       (a)          If
a registration  statement  under the Securities Act of 1933, as amended,  is not
effective  with respect to the Shares,  Employee (i)  represents and warrants to
the Company  that  Employee is  acquiring  the Shares for his own  account,  for
investment,  and without a view to any sale or distribution thereof in violation
of any federal or state  securities laws, and (ii) understands that the Grant of
the Shares to Employee has not been registered under the Securities Act of 1933,
as amended,  or the  securities  laws of any state,  and,  accordingly,  that in
addition to the other restrictions  placed on the Shares by this Agreement,  the
Shares may not be offered,  sold,  assigned,  transferred,  exchanged,  pledged,
hypothecated  or  otherwise   encumbered  in  absence  of  either  an  effective
registration  statement  under  the  Securities  Act of 1933,  as  amended,  and
applicable  state  securities laws or an opinion of counsel  satisfactory to the
Company that such registration is not required.


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                       (b)          If
a registration  statement  under the Securities Act of 1933, as amended,  is not
effective  with  respect to the Shares,  Employee  agrees that the  certificates
representing   the  Shares   (whether  the  Shares  are  Restricted   Shares  or
Transferable  Shares) may bear any legend required by law or which the Committee
deems appropriate to reflect any restrictions on transfer.



                       (c)          Upon
the execution of this Agreement and receipt of any  certificates  for the Shares
pursuant to this Agreement,  Employee (or Employee’s  legal  representative
upon  Employee’s  death or  disability)  will  make  and  enter  into  such
additional written representations, warranties and agreements as the Company may
reasonably  request in order to comply with  applicable  securities laws or with
this Agreement or the Plan.



          6.          Employment
Relationship.   Employee shall be considered to be in the employment of
the  Company  as  long  as he  remains  as an  employee  of the  Company  or its
Affiliates.   Any  questions  as to  whether  and  when  there  has  been a
termination  of such  employment,  and the cause of such  termination,  shall be
determined by the Company,  with the advice of the employing  corporation (if an
Affiliate  of the  Company),  and  the  Company’s  determination  shall  be
final.  For purposes of this Agreement,  “Affiliates”  shall mean
any  “parent  corporation”  of the  Company  and any  “subsidiary
corporation”  of the Company within the meaning of Sections 424(e) and (f),
respectively,  of the Internal Revenue Code of 1986, as  amended.   Nothing
contained  herein shall be construed as  conferring  upon  Employee the right to
continue in the employ of the Company, nor shall anything herein be construed or
interpreseted to limit the  “employment at will”  relationship between
Employee and the Company.



          7.          Binding
Effect.  The terms and conditions hereof shall be binding upon, and inure to
the benefit of, all  successors  of  Employee,  including,  without  limitation,
Employee’s estate and the executors,  administrators,  or trustees thereof,
heirs and legatees, and any receiver,  trustee in bankruptcy,  or representative
of creditors of  Employee.   This Agreement shall be binding upon and inure
to the benefit of any successors to the Company.




          8.          Notice. 
All notices, requests, demands and other communications given under or by reason
of this  Agreement  shall be in writing and shall be deemed given when delivered
in person or when mailed, by certified mail (return receipt requested),  postage
prepaid,  addressed as follows (or to such other  address as a party may specify
by notice pursuant to this provision):

	
  
 
  	
  
(a)
  	
  
To the Company:
  	
  
 
  
	
  
 
  	
  
 
  	
  
Franklin Bank Corp.
  
	
   
 	
   
 	
  9800 Richmond Avenue, Suite 680
  
	
  
 
  	
  
 
  	
  
Houston, Texas 77042
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
To the Employee:
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  


  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  


  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  


  	
  
 
  


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          9.          Resolution
of  Disputes.   As a  condition  to the  granting  of the  Shares,  the
Employee,  his  or  her  legal  representatives,  heirs,  successors  and  other
transferees  agree that any dispute or  disagreement  which may arise  hereunder
shall be determined by the Committee in its sole  discretion  and judgment,  and
that any such  determination any interpretation by the Committee of the terms of
this  Agreement  shall be final and shall be  binding  and  conclusive,  for all
purposes, upon the Company,  Employee, his or her legal representatives,  heirs,
successors and other transferees.   



          10.          Entire
Agreement and  Amendments.  This Agreement  contains the entire agreement of
the parties  relating to the matters  contained  herein and supersedes all prior
agreements and understandings, oral or written, between the parties with respect
to the subject  matter  hereof.   This  Agreement may be changed only by an
agreement in writing signed by the party against whom enforcement of any waiver,
change, modification, extension or discharge is sought.



          11.          Separability. 
If  any  provision  of  the  Agreement  is  rendered  or  declared   illegal  or
unenforceable by reason of any existing or subsequently  enacted  legislation or
by the decision of any  arbitrator  or by decree of a court of last resort,  the
parties  shall  promptly  meet and  negotiate  substitute  provisions  for those
rendered or declared illegal or unenforceable to preserve the original intent of
this Agreement to the extent legally possible,  but all other provisions of this
Agreement shall remain in full force and effect.



          12.          Agreement
Subject to  Plan.   This  Agreement is subject to the  Plan.   The
terms and provisions of the Plan (including any subsequent  amendments  thereto)
are hereby  incorporated  herein by reference  thereto.   In the event of a
conflict between any term or provision  contained herein and a term or provision
of the Plan,  the  applicable  terms and  provisions of the Plan will govern and
prevail.  All definitions of words and terms contained in the Plan shall be
applicable to this Agreement.



          13.          Governing
Law.  The execution, validity,  interpretation, and performance of this
Agreement  shall be governed by, and construed in accordance  with,  the laws of
the State of  Delaware  without  reference  to  principles  of conflict of laws,
except to the extent preempted by federal law.



          IN  WITNESS WHEREOF,
the Company has caused this Agreement to be duly executed by one of its officers
thereunto duly authorized,  and Employee has executed this Agreement,  all as of
the day and year first above written.

	
  
 
  	
  
FRANKLIN BANK CORP.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized Officer
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  EMPLOYEE
  
	
   
  	
   
  
	
   
  	
   
  
	
   
  	
  


  
	
   
  	
  Name:
  	
   
  



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