Franklin Bank - Online Access Agreement and Electronic Fund Transfer Act Disclosure

Commercial users, contact your local banking office to apply for online banking

Agreement - This Agreement, which includes the Fee Schedule and Enrollment Form, is a contract which establishes the rules which cover your electronic access to your accounts at FRANKLIN BANK, S.S.B. ("BANK") through www.bankfranklin.com ("ONLINE BANKING SYSTEM"). By using the ONLINE BANKING SYSTEM, you accept all the terms and conditions of this Agreement. Please read it carefully.

The terms and conditions of the deposit agreements and disclosures for each of your BANK accounts as well as your other agreements with BANK, such as loans, continue to apply notwithstanding anything to the contrary in this Agreement.

This Agreement is governed by applicable federal laws and the laws of the State of Texas (except to the extent this Agreement can and does vary such rules or laws) and without giving effect to any conflict of laws to the contrary. If any provision of this Agreement is found to be unenforceable according to its terms, all remaining provisions will continue in full force and effect. The headings in this Agreement are for convenience or reference only and will not govern the interpretation of the provisions. Any waiver (express or implied) by either party of any default or breach of this Agreement must be in writing and shall not constitute a waiver of any other or subsequent default or breach. You may not assign this Agreement. This Agreement is binding upon your heirs and BANK's successors and assigns Certain of the obligations of the parties pursuant to this Agreement that by their nature would continue beyond the termination, cancellation or expiration of this Agreement shall survive the termination, cancellation or expiration of this Agreement. This Agreement, together with the Enrollment Form and Fee Schedule, constitutes the entire agreement between you and BANK with respect to the subject matter hereof and supercedes all oral conversations or other communications and there are no understandings or agreements relative hereto which are not fully expressed herein.

Definitions - As used in this Agreement, the words "we," "our," "us" and "BANK" mean Franklin Bank, S.S.B. "You," "your" and "account holder" refer to the account holder authorized by the BANK to use the ONLINE BANKING SYSTEM under this Agreement and anyone else authorized by that account holder to exercise control over the account holder's funds through the ONLINE BANKING SYSTEM. "Account" or "accounts" means your accounts at the BANK. "Electronic funds transfers" means ATM withdrawals, preauthorized transactions, point of sale transactions, transfers to and from your BANK accounts using the ONLINE BANKING SYSTEM including bill payments. "ONLINE BANKING SYSTEM Services" means the services provided pursuant to this Agreement, including the Bill Payment Service. "Business days" means Monday through Friday, excluding banking holidays.

Access - To use the ONLINE BANKING SYSTEM, you must have at least one checking account at the BANK, access to Internet service and an email address. Once we have received your signed Enrollment Form and verified your account information, we will send you, either by email, by telephone or by postal mail, confirmation of our acceptance of your enrollment, along with your assigned login ID and temporary password. The ONLINE BANKING SYSTEM can be used to access only the BANK accounts which you have designated for access by the ONLINE BANKING SYSTEM on your Enrollment Form. You can add or delete any of your BANK accounts from this Agreement by completing a new Enrollment Form. Access to your account through the ONLINE BANKING SYSTEM will be based upon the identification of users and authority levels specified by you in your Enrollment Form. We undertake no obligation to monitor transactions through the ONLINE BANKING SYSTEM to determine that they are made on behalf of the account holder.

Computer Requirements - The ONLINE BANKING SYSTEM requires use of certain software, a computer and Internet access. You are solely responsible for the selection, installation, maintenance and operation of your computer, Internet access and your software.

ONLINE BANKING SYSTEM Services - You can use the ONLINE BANKING SYSTEM to check the balance of your BANK accounts, view BANK account histories, transfer funds between your BANK accounts, order checks, make stop payment requests, change your address and pay bills from your BANK accounts in the amounts and on the dates you request if you have requested the Bill Payment Service on your Enrollment Form. Balance and activity information are available as of 3:00 p.m. (Central Time in Austin, Texas) of the previous business day.

Hours of Access - You can use the ONLINE BANKING SYSTEM seven days a week, 24 hours a day, although some or all ONLINE BANKING SYSTEM services may not be available occasionally due to emergency or scheduled ONLINE BANKING SYSTEM maintenance. We agree to post notice of any extended periods of non-availability on the ONLINE BANKING SYSTEM website.

Your Password - For security purposes, you are required to change your password upon your initial login to the ONLINE BANKING SYSTEM. You determine what password you will use and the identity of your password is not communicated to us. You agree that we are authorized to act on instructions received under your password. You accept responsibility for the confidentiality and security of your password and agree to change your password regularly. Upon three unsuccessful attempts to enter your password, your access to the ONLINE BANKING SYSTEM will be revoked. To reestablish your authorization to use the ONLINE BANKING SYSTEM, you must contact us to have your password reset. During normal business hours, you may contact the Online Banking Department to have your password reset immediately or to obtain a new temporary password to re-establish your authorization to use the ONLINE BANKING SYSTEM.

Passwords are case sensitive, and we recommend that you create a password that utilizes both upper and lower case alpha and numeric characters for purposes of security. Your password should not be associated with any commonly known personal identification, such as social security numbers, address, date of birth or names of children, and should be memorized rather than written down.

Security - You understand the importance of your role in preventing misuse of your accounts through the ONLINE BANKING SYSTEM, and you agree to promptly examine your paper statement for each of your BANK accounts as soon as you receive it. You agree to protect the confidentiality of your account and your account number and your personal identification information, such as your driver's license number and social security number. You understand that personal identification information by itself or together with information related to your account, may allow unauthorized access to your account. Your password and login ID are intended to provide security against unauthorized entry and access to your accounts. Data transferred via the ONLINE BANKING SYSTEM is encrypted in an effort to provide transmission security and the ONLINE BANKING SYSTEM utilizes identification technology to verify that the sender and receiver of ONLINE BANKING SYSTEM transmissions can be appropriately identified by each other. Notwithstanding our efforts to insure that the ONLINE BANKING SYSTEM is secure, you acknowledge that the Internet is inherently insecure and that all data transfers, including electronic mail, occur openly on the Internet and potentially can be monitored and read by others. We cannot and do not warrant that all data transfers utilizing the BANK's ONLINE BANKING SYSTEM, or email transmitted to and from us, will not be monitored or read by others.

Fees and Charges - You agree to pay the fees and charges for your use of the ONLINE BANKING SYSTEM Services as set forth in the current fee schedule. You agree that all such fees and charges will be deducted from the BANK checking account designated as the "Primary Checking Account" on your Enrollment Form. If you close your Primary Checking Account, you must contact us immediately to designate another account as your Primary Checking Account. You agree to pay any additional reasonable charges for services you request, which are not covered by the Agreement. You are also responsible for telephone and Internet service fees you incur in connection with your use of the ONLINE BANKING SYSTEM.

Posting of Transfers - Transfers you enter into the ONLINE BANKING SYSTEM before 2:00 p.m. (Central Time, Austin, Texas) on a business day are posted to your account the same day. Transfers you enter into the ONLINE BANKING SYSTEM after 2:00 p.m. (Central Time, Austin, Texas) on a business day, Saturday, Sunday or banking holiday, will be posted on the next business day. The ONLINE BANKING SYSTEM identifies transfers based upon the login ID of the user who made the electronic transfer. Accordingly, you understand and acknowledge that the View Postings Screens in both the Transfer and Bill Payer menu options of the ONLINE BANKING SYSTEM will not reflect transfers made by multiple users from the same account if different login IDs are used. You agree to communicate with any other persons with authorized access to your accounts concerning any transfers or bill payments from your accounts in order to avoid overdrafts.

Overdrafts (Order of Payments, Transfers and other Withdrawals) - If your account has insufficient funds to perform all electronic fund transfers you have requested for a given business day, then:

a.	Electronic funds transfers involving currency disbursements, like ATM withdrawals, will have priority;
b.	Electronic fund transfers initiated through the ONLINE BANKING SYSTEM that would result in an overdraft of your account may, at our discretion, be cancelled;
c.	In the event the electronic fund transfers initiated through the ONLINE BANKING SYSTEM which would result in an overdraft of your account are not cancelled, overdraft charges may be assessed pursuant to the terms of the deposit agreement for that account.

Limits on Amounts and Frequency of ONLINE BANKING SYSTEM Transactions - The number of transfers from BANK accounts and the amounts which may be transferred are limited pursuant to the terms of the applicable deposit agreement and disclosure for those accounts. If a hold has been placed on deposits made to an account from which you wish to transfer funds, you cannot transfer the portion of the funds held until the hold expires.

ONLINE BANKING SYSTEM Bill Payment Service - You must designate the BANK account from which the payments are to be made; the complete name of the payee, the account number and the payee's remittance address, all exactly as shown on the billing statement or invoice; the amount of the payment; and the date you want the payment to be debited from your account. If the date you want the payment to be debited from your account is not a business day, your account will be debited the next business day before 3:00 p.m. (Central Time, Austin, Texas). By using the ONLINE BANKING SYSTEM Bill Payment Service option, you agree that, based upon instructions received under your password, we can charge your designated account by electronic transfer, "no signature required draft," or by debiting and remitting funds on your behalf. You also agree that your first ONLINE BANKING SYSTEM bill payment will be charged to your Primary Checking Account. We reserve the right to refuse to pay any payee designated by you. If we do so, we will notify you promptly.

Scheduling ONLINE BANKING SYSTEM Payments - If the payee is to be paid by paper check (as indicated on the Bill Payer list), you understand and agree that paper checks and electronic items must be submitted online four days before the due date in order for the payment to be made by the due date. Electronic payments will not be debited from your account until the due date, and paper items will not be debited from your account until the recipient processes the payment and it posts against your account.. You understand and agree that we are not responsible for the timely delivery of mail or the improper transmission or handling of payments by a third party such as the failure of the bill payment payee to properly post a payment to your account.

Stop-Payment Requests - Stopping the payment of a check is different from the cancellation of a bill payment. Once the bill payment has been debited from your account, you CANNOT cancel or stop a bill payment which has been paid electronically. You may be able to stop an ONLINE BANKING SYSTEM bill payment paid by paper draft by calling the Online Banking Department before the paper draft has cleared. (You will have to contact us by telephone to determine if the paper draft has cleared.) If the paper draft has not cleared, we will immediately process your stop-payment request. We will notify you immediately if the paper draft has already cleared. To be effective, this type of stop-payment request must precisely identify the name of the payee, the payee-assigned account number, the amount and scheduled date of the payment and the ID number from the Bill Payment View Posting Screen.

You may initiate stop-payment requests online via the ONLINE BANKING SYSTEM only for paper checks you have written (non-electronically) on your BANK accounts (not ONLINE BANKING SYSTEM bill payer paper drafts.) Online stop-payment requests are processed at 9:00 a.m. (Central Time, Austin, Texas) on the business day following the date the stop-payment has been requested online. To be effective, this type of stop-payment request must precisely identify the name of the payee, the check number, the amount and the date of the check, and we must receive the request in time to process the check before the check is paid.

If you make your stop-payment request online or by telephone, we may also require you to put your request in the form of paper writing which must be delivered to us within 14 days after you call or make the request online. You will incur stop-payment charges as disclosed in the current fee schedule for the applicable account. Stop-payment charges for ONLINE BANKING SYSTEM bill payment paper drafts will be assessed in addition to the stop-payment charges for the applicable account.

Disclosure of Account Information and Transfers - You understand information about your accounts or the transfers you make may automatically be disclosed to others. For example, tax laws require disclosure to the government of the amount of interest you earn, and some transactions, such as large currency and foreign transactions, must be reported to the government. We may also provide information about your accounts to persons or companies we believe would use the information for reasonable purposes, such as when a prospective creditor seeks to verify information you may have given in a credit application or a merchant calls to verify a check you have written. In addition, we routinely inform credit bureaus when accounts are closed because they were not handled properly. We may also seek information about you from others, such as the credit bureau, in connection with the opening or maintaining your account or in connection with approving your access to the ONLINE BANKING SYSTEM. You agree and hereby authorize all of these transfers of information.

Periodic Statements - You will not receive a separate ONLINE BANKING SYSTEM statement. Transfers to and from your accounts using the ONLINE BANKING SYSTEM will appear on the respective periodic paper statements for your BANK accounts.

Change in Terms - We may change any term of this Agreement at any time. If the change would result in increased fees for any ONLINE BANKING SYSTEM service, increased liability for you, fewer types of available electronic fund transfers, or stricter limitations on the frequency or dollar amount of transfers, we agree to give you notice at least 21 days before the effective date of any such change, unless an immediate change is necessary to maintain the security of an account or our electronic fund transfer ONLINE BANKING SYSTEM. We will post any required notice of the change in terms on the BANK ONLINE BANKING SYSTEM website or forward it to you by email or by postal mail. If advance notice of the change is not required, and disclosure does not jeopardize the security of the account or our electronic fund transfer ONLINE BANKING SYSTEM, we will notify you of the change in terms within 30 days after the change becomes effective. Your continued use of any or all of the subject ONLINE BANKING SYSTEM services indicates your acceptance of the change in terms. We reserve the right to waive, reduce or reverse charges or fees in individual situations. You acknowledge and agree that changes to fees applicable to specific accounts are governed by the applicable deposit agreements and disclosures.

In Case of Errors or Questions about Your Electronic Transfers, including Bill Payments - Contact the Online Banking Department as soon as possible if you think you paper statement is wrong or if you need more information about a transfer listed on your paper statement. We must hear from you no later than 60 days after we sent the FIRST paper statement upon which the problem or error appeared. When you contact us:

1.	Tell us your name and account number.
2.	Describe the error or transfer you are unsure about, and explain as clearly as you can why you believe it is an error or why you need more information.
3.	Tell us the dollar amount of the suspected error.
4.	If the suspected error relates to a bill payment made via the ONLINE BANKING SYSTEM Bill Payment Service, tell us the account number used to pay the bill, payee name, the date the payment was sent, payment amount, ID number and the payee account number for the payment in question. (This information appears on the Bill Payment View Posting Screen.)

If you contact us by telephone, we may require that you send us your complaint or question in writing by postal mail or fax within 10 business days.

Within 10 business days after we hear from you, we will determine whether an error occurred and correct any error promptly. However, we may take up to 45 days to investigate your complaint or question. If we decide to do this, we will provisionally credit your account within 10 business days for the amount you think is in error, so that you will have the use of the money during the time it takes us to complete our investigation. If we ask you to put your complaint or question in writing and WE DO NOT receive it in the form of a paper writing within 10 business days, we may not provisionally credit your account.

We will tell you the results within three business days after completing our investigation. If we decide that there was no error, we will send you a written explanation.

You may ask for copies of the documents that we used in our investigation. If we have made a provisional credit, a corresponding debit will be made from your account.

Our Liability for Failure to Make a Transfer - If we do not complete a transfer to or from your account, including a bill payment, on time or in the correct amount, according to our agreement with you when you have properly instructed us to do so, we will be liable to you for your losses or damages caused as a result. However, there are some exceptions. We will NOT be liable, for instance:

1.	If, through no fault of ours, you do not have enough money in your account to make a transfer, taking into account holds on your account.
2.	If a legal order directs us to prohibit withdrawals from the account.
3.	If your account is closed or if it has been frozen.
4.	If the transfer would cause your balance to go over the credit limit of an established line of credit or the credit limit for any credit arrangement set up to cover overdrafts.
5.	If you, or anyone authorized by you, commits any fraud or violates any law or regulation.
6.	If any electronic terminal, telecommunication device or any part of the ONLINE BANKING SYSTEM electronic fund transfer ONLINE BANKING SYSTEM is not working properly, and you knew about the problem when you started the transfer.
7.	If you have not provided us with complete and correct payment information for the Bill Payment Service, including, without limitation, the name, address, your payee-assigned account number, payment date and payment amount for the payee on a bill payment.
8.	If you have not properly followed the on-screen instructions for using the ONLINE BANKING SYSTEM.
9.	If circumstances beyond our control (such as fire, flood, electrical outages, computer failure, interruption in telephone service or other communication lines) prevent the transfer, despite reasonable precautions that we have taken.
10.	There may be other exceptions in our agreement with you.

Your Liability for Unauthorized Transfers - CONTACT THE ONLINE BANKING DEPARTMENT AT ONCE if you believe your password has been lost, stolen, used without your authorization or otherwise compromised, or if someone has transferred or may transfer money from your accounts without your permission. An immediate telephone call to us is the best way to reduce any possible losses. You could lose all the money in your accounts (plus your maximum overdraft line or credit, if any). If you contact us within two business days after you learn of the loss, theft, compromise or unauthorized use of your password, you can lose no more than $50 if someone used your password without your permission. If you do NOT contact us within two business days after you learn of the loss, theft, compromise or unauthorized use of your password, and we can prove we could have stopped someone from using your password to access your accounts without your permission if you had told us, you could lose as much as $500.

Also, if your paper statement shows transfers that you did not make, CONTACT THE ONLINE BANKING DEPARTMENT AT ONCE. If you do not tell us within 60 days after the paper statement was mailed to you, you may not get back any money you lost through transactions made after the 60-day time period if we can prove that we could have stopped someone from taking the money if you had told us in time. If a good reason (such as long trip or hospital stay) kept you from contacting us, we may extend the time periods.

Disclaimer of Warranty and Limitation of Liability - We make no warranty of any kind, express or implied, including any implied warranty of merchantability or fitness for a particular purpose, in connection with the ONLINE BANKING SYSTEM services provided to you under this Agreement. We do not and cannot warrant that the ONLINE BANKING SYSTEM will operate without errors, or that any or all ONLINE BANKING SYSTEM services will be available and operational at all times. Except as specifically provided in this Agreement, or otherwise required by law, you agree that our officers, directors, employees, agents or contractors are not liable for any indirect, incidental, special or consequential damage under or by any reason of any services or products provided under this Agreement or by reason of your use of or access to the ONLINE BANKING SYSTEM, including loss of profits, revenue, data or use by you an any third party, whether in an action in contract or tort or based on a warranty. Further, in no event shall the liability of BANK and its affiliates exceed the amounts paid by you for the services provided to you through the ONLINE BANKING SYSTEM.

Your Right to Terminate - You may cancel your ONLINE BANKING SYSTEM service at any time by providing us with written notice by postal mail or fax. Your access to the ONLINE BANKING SYSTEM will be suspended within three business days of our receipt of your instructions to cancel the service. You will remain responsible for all outstanding fees and charges incurred prior to the date of cancellation.

Our Right to Terminate - You agree that we can terminate or limit your access to the ONLINE BANKING SYSTEM Services for any of the following reasons:

1.	Without prior notice, if you have insufficient funds in any one of your BANK accounts. ONLINE BANKING SYSTEM service may be reinstated, in our sole discretion, once sufficient funds are available to cover any fees, pending transfers and debits.
2.	Upon three business days notice, if you do not contact us to designate a new Primary Checking Account immediately after you close your Primary Checking Account.
3.	Upon reasonable notice, for any other reason at our sole discretion.

Communications between BANK and You - Unless this Agreement provides otherwise, you can communicate with us in any one of the following ways:

• Email - onlinebanking@bankfranklin.com. (Please note that emails to this address are not secure and that banking transactions made through the ONLINE BANKING SYSTEM are not made via email.)
• Telephone - 512.374.1600 x1431 or 800.552.0784 x1431.
• Fax - 866.237.4205.
• Postal Mail - Franklin Bank, S.S.B., ATTN: Online Banking Department,
  PO Box 300489, Austin, TX 78703-0009
• In Person - Visit one of our locations.

Consent to Electronic Delivery of Notices - You agree that any notice or other type of communication provided to you pursuant to the terms of this Agreement, and any future disclosures required by law, including electronic fund transfer disclosures, may be made electronically by posting the notice on the BANK ONLINE BANKING SYSTEM website or by email. You agree to notify us immediately of any change in your email address.

I acknowledge that I have read, understand and agree with Franklin Bank's Online Access Agreement and Electronic Fund Transfer Act Disclosure.