Exhibit 10.2


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 “Participant”).



          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  Participant  in  accordance  with  this  Restricted   Stock
Agreement; and


          WHEREAS, the Company and Participant agree as follows:



          1.          Award
of Common Stock.   The Company hereby grants (the “Grant”) to
Participant ________ 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 Participant shall be registered in
Participant’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  Participant
(Participant  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 Participant free of the legend set forth above.




                       (c)          Participant
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 Participant or any agent of Participant 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 Participant from granting revocable proxies in
customary form to vote the Shares.




                       (e)          If
Participant  ceases to be  employed  by, or ceases to serve on the Board of, the
Company  or its  Affiliates  (as  defined  in  Section  6  herein)  prior to the
expiration  of the  Restricted  Period  for any  reason  other  than the  death,
Disability,  or Normal  Retirement of  Participant,  or upon the occurrence of a
Change in 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 Participant to the Company, without payment of any consideration or
further   consideration  by  the  Company,   and  neither  Participant  not  any
successors,  heirs,  assigns  or  legal  representatives  of  Participant  shall
thereafter  have any  further  rights or interest  in the  Restricted  Shares or
certificates therefor,  and  Participant’s  name shall thereupon be deleted
from the list of the Company’s  stockholders with respect to the Restricted
Shares.  


                       (f)          If Participant ceases to be employed by, or ceases to serve on the Board of, the Company or its Affiliates prior to the expiration of the Restricted Period 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 in 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.   In addition,  to the extent
that the accelerated  vesting of a  Participant’s  Restricted Shares upon a
Change in Control  (“C in C  Vesting”)  results in a Tax,  Participant
shall be paid by the Company an amount (“Gross-Up  Payment”) such that
after payment by  Participant  of all Taxes  imposed upon the Gross-Up  Payment,
Participant  shall retain an amount of the Gross-Up  Payment equal to the Tax on
the C in C  Vesting.   Participant  shall be responsible for payment to the
Internal  Revenue  Service of any  Tax.   Any  determination  whether a Tax
imposed  by  Section  4999 of the  Internal  Revenue  Code of 1986,  as  amended
(“Excise  Tax”)  is incurred and the amount of any  required  Gross-Up
Payment  (“Determination”)  shall  be  made by a tax  accounting  firm
mutually    acceptable    to   the    Company   and    Participant    (“Tax
Accountants”).   After a Determination is made by the Tax Accountants,
the Tax  Accountants  shall furnish  Participant and the Company with an opinion
that  either no Excise Tax will be imposed or that an Excise Tax will be imposed
with respect to the C in C Vesting.   If the opinion states that any Excise
Tax  will be  incurred  with  respect  to the C in C  Vesting,  the  appropriate
Gross-Up Payment will be made by the Company to Participant within five business
days of the receipt by the Company of the  opinion of the Tax  Accountants,  but
such Gross-Up Payment shall be made no earlier than the occurrence of the Change
in Control.  Notwithstanding anything to the contrary, the Gross-Up Payment
shall  be made as soon as  administratively  practicable  after  the  Change  in
Control,   but  such   Gross-Up   Payment  shall  be  made  no  later  than  the
15th  day of the third month  following  the last day of the calendar
year in which the Change in Control  occurs.   For purposes of this Section
2(g), the terms “Tax” and “Taxes”  mean any and all taxes of
any kind  whatsoever  (including,  but not limited to, any and all Excise Taxes,
income taxes, and employment  taxes),  together with any interest  thereon,  any
penalties,  additions to tax, or  additional  amounts with respect to such taxes
and any interest in respect of such  penalties,  additions to tax, or additional
amounts.



                       (h)          If
Participant  ceases to be  employed  by, or ceases to serve on the Board of, the
Company prior to the  expiration of the  Restricted  Period,  and there exists a
dispute  between  Participant  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 holder of record of Common  Stock as of a date  during the period
from  termination  of  Participant’s  employment to the  resolution of such
dispute shall:

	
  
 
  	
  

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


	
  
 
  	
  
 
  
	
  
 
  	
  

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



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          3.          Taxes. 
To the extent that the receipt of the Restricted  Shares,  Transferable  Shares,
payment  of the  Gross-Up  Payment or the lapse of any  Restrictions  results in
income to  Participant  for federal or state  income tax  purposes,  Participant
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  Participant  so  elects,  shares of
unrestricted  Common  Stock as the Company  may  require to meet its  obligation
under  applicable tax laws or regulations,  and, if Participant  fails to do so,
the Company is authorized to withhold from any cash or Common Stock remuneration
then or  thereafter  payable to  Participant  any tax required to be withheld by
reasons  of such  resulting  compensation  income.   Participant  agrees to
notify the Company promptly of any tax election made by Participant with respect
to the  Shares.   The  Company  confirms to  Participant  that the right of
Participant to deliver unrestricted shares in payment of taxes due in respect of
the  receipt  or  vesting  of  Restricted   Shares  has  been  approved  by  the
Compensation  Committee  prior to the date of this Agreement as  contemplated by
SEC Rule 16b-3.



          4.          Changes
in Capital Structure.   If the outstanding shares of Common Stock shall
at any time be changed or  ex-changed  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, Participant (i) represents and warrants to
the Company that  Participant  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 Participant  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.



                       (b)          If
a registration  statement  under the Securities Act of 1933, as amended,  is not
effective with respect to the Shares,  Participant  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,   Participant   (or   Participant’s   legal
representative upon Participant’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.


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          6.          Employment
Relationship.   If  Participant  is an employee,  Participant  shall be
considered to be in the employment of the Company as long as Participant 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.   If  Participant is an employee,  nothing  contained
herein shall be construed as conferring  upon  Participant the right to continue
in the employ of the Company,  nor shall anything  contained herein be construed
or interpreted to limit the “employment at will”  relationship between
Participant and the Company.


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

	
  
 
  	
  
Franklin Bank Corp.
  	
  
 
  
	
  
 
  	
  
9800 Richmond Avenue, Suite 680
  	
  
 
  
	
  
 
  	
  
Houston, Texas 77042
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
To Participant:
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  


  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  


  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  


  	
  
 
  




          9.          Resolution of Disputes.  As a condition to the granting of the Shares, Participant, 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, Participant, his or her legal representatives, heirs, successors and other transferees.   


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          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 Participant has executed this Agreement, all as of the day and year first above written.

	
  
 
  	
  
FRANKLIN BANK CORP.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized Officer
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
PARTICIPANT
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
Name:
  	
  
 
  




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