Franklin Bank Corp. is a savings and loan holding company with approximately $1.5 billion in deposits as of December 31, 2004. Through its wholly owned subsidiary Franklin Bank, the Company originates single-family residential mortgage loans. It also provides community banking products and services, and commercial banking services to corporations and other business clients. As of December 31, 2004, in addition to its corporate offices in Houston, Texas, where the Company provides many of its banking services, Franklin Bank had 22 banking offices in Texas; five regional commercial lending offices in Florida, Arizona, Michigan, Pennsylvania and Texas; 56 retail mortgage offices in 20 states throughout the United States, and regional wholesale origination offices in California and Tennessee. On February 29, 2004, Franklin Bank acquired Lost Pines Bancshares, Inc., a Texas-based bank holding company with approximately $36.3 million in deposits at the date of acquisition. On December 4, 2004, the Company acquired Cedar Creek Bancshares, Inc., a Texas-based bank holding company with approximately $96.7 million in deposits at the date of acquisition. On December 21, 2004, Franklin Bank announced that it had entered into a definitive agreement to acquire The First National Bank of Athens, which had approximately $189.9 million in deposits at December 31, 2004. On January 27, 2005, the Company announced that it had entered into a definitive agreement to acquire Elgin Bank of Texas, which had approximately $73.9 million in deposits at December 31, 2004. Lending Activities Franklin Bank's loan portfolio, excluding allowance for credit losses, premiums and deferred fees and costs, totaled $3 billion at December 31, 2004, and comprised $2.3 billion of single-family mortgage loans, of which $198.7 million was held for sale; $138.1 million of mortgage banker finance loans; $336.3 million of residential construction loans; $118.8 million of commercial real estate, commercial business and multi-family loans, and $55.2 million of consumer loans. Franklin Bank originates, acquires and sells residential mortgage loans. The Company focuses on originating single-family mortgages for sale into the secondary market that conform in credit characteristics to secondary marketing standards and criteria set by government-sponsored enterprises. During the year ended December 31, 2004, approximately 72% of the Company's interest income came from mortgage banking activities, including approximately 63% from its portfolio loans and approximately 9% from its held-for-sale portfolio. Franklin Bank originates mortgage loans directly to borrowers through its community banking locations and through its retail mortgage offices located in 20 states throughout the United States. Through these offices, the Company originated $304.8 million in mortgage loans. Franklin Bank originates wholesale residential mortgage loans in Texas, California and Tennessee, and may expand on a nationwide basis. The Company originated $305.8 million in mortgage loans through its wholesale offices. Franklin Bank provides commercial banking services to corporations and other business clients. The Company offers financing for single-family residential construction, mortgage banking warehouse lines and for commercial real estate, including retail, industrial, office buildings and multi-family properties. Franklin Bank provides small and medium-sized mortgage companies with credit facilities, including secured warehouse lines of credit, repurchase agreements and working capital credit lines. The Company also offers these companies a line of cash management products tailored to their business, including balance reporting, online banking, cash management and custody services. Franklin Bank provides commercial real estate loans, including interim construction loans, for retail, industrial, office buildings, multi-family and other types of income producing properties. As of December 31, 2004, the Company had $99.5 million in commercial real estate loans outstanding. Invest

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