EXHIBIT 10.9



                                 AMENDMENT NO. 1

         This Amendment No. 1 is made this 21st day of December, 1999, to the
Severance Agreement previously executed and is by and between Franklin Bank,
National Association ("Franklin") and Douglas Mires (the "Officer").

         WHEREAS, Franklin and Officer entered into a certain Severance
Agreement dated July 16, 1999, (the "Agreement"), and

         WHEREAS, at the time of the Severance Agreement, Officer was a Vice
President of Franklin, and at the date of this Amendment No. 1, Officer is a
Senior Vice President of Franklin ("Change in Position").

         NOW, THEREFORE, in consideration of the mutual covenants herein
contained and for other good and valuable consideration, receipt of which is
hereby acknowledged, the parties hereto hereby agree to amend the Severance
Agreement as follows:

         1.       INCREASE IN MULTIPLIER. Paragraph 4(2) of the Amended and
                  Restated Severance Agreement is hereby amended by changing the
                  multiplier of Officer's gross compensation from .5 to 1.5 (the
                  increase in the multiplier resulting from Officer's Change in
                  Position).

         2.       EXISTING AGREEMENT. Except as modified by this Amendment No.
                  1, the terms and conditions of the Agreement shall continue in
                  full force and effect.

                                            FRANKLIN:

                                            FRANKLIN BANK, NATIONAL ASSOCIATION

                                            By:
                                                --------------------------------

                                            Its:
                                                 -------------------------------

                                            OFFICER:

                                            ------------------------------------
                                            Douglas Mires
                                            Senior Vice President



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