SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 9)

First Franklin Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

320272107

(CUSIP Number)

Jason D. Long

Lenox Wealth Management, Inc.

8044 Montgomery Road, Ste 480

Cincinnati OH 45236

(513) 618-7080

Copy to:

F. Mark Reuter, Esq.

Keating Muething & Klekamp PLL

One East Fourth Street, Suite 1400

Cincinnati, Ohio 45202

(513) 579-6469

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

April 13, 2010

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 4

CUSIP No. 320272107
1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Lenox Wealth Management, Inc.  IRS Identification Number:  31-1445959
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b)x
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)           o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Ohio
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER 167,065
			8	SHARED VOTING POWER 0
			9	SOLE DISPOSITIVE POWER 167,065
			10	SHARED DISPOSITIVE POWER 0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 167,065
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*o
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.940%
14		TYPE OF REPORTING PERSON* CO

Page 2 of 4

This Amendment No. 9 (this “Amendment”) amends and supplements the Statement on Schedule 13D (as amended by Amendment Nos. 1, 2, 3, 4, 5, 6, 7 and 8 filed on or about June 26, 2009, October 7, 2009, November 9, 2009, December 9, 2009, February 16, 2010, February 24, 2010, March 26 2010 and April 5, 2010, respectively, the “Schedule 13D”) relating to the shares of the common stock, par value, $0.01 per share (the “Common Stock”) of First Franklin Corporation, a Delaware corporation whose principal executive offices are located at 4750 Ashwood Drive, Cincinnati, Ohio 45241 (the “Issuer”), previously filed by Lenox Wealth Management, Inc. (the “Reporting Person”).  This Amendment is being filed to update the Schedule 13D in light of recent events.

Unless otherwise indicated, all capitalized terms used herein shall have the meanings given to them in the Schedule 13D, and unless amended or supplemented hereby, all information previously filed remains in effect.

Item 4. Purpose of Transaction

Item 4 is hereby amended and supplemented by adding the following paragraph after the tenth paragraph thereof:

On April 13, 2010, the Reporting Person sent to the Issuer a letter outlining certain of the Reporting Person’s recommendations to the Issuer with respect to corporate governance matters as well as notifying the Issuer of the Reporting Person’s intent to institute litigation.  On April 13, 2010 the Reporting Person sent a letter to the Trustee of the Employee Stock Ownership Plan of Franklin Savings & Loan Company (the "ESOP") restating its prior offer.  A copy of these letters are filed as Exhibits 99.1  and 99.2 hereto and incorporated herein by reference.

Item 7. Material to Be Filed as Exhibits

Item 7 is hereby amended and restated as follows:

99.1           Letter sent by the Reporting Person to the Issuer on April 13, 2010.

99.2           Letter sent by the Reporting Person to the ESOP on April 13, 2010.

Page 3 of 4

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Lenox Wealth Management, Inc.
By:	/s/ F. Mark Reuter
	Attorney-in–Fact for John C. Lame,
	Chief Executive Officer
	Date: April 13, 2010

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Page 4 of 4

EX-99.1

Exhibit 99.1

LENOX WEALTH MANAGEMENT, INC.

8044 Montgomery Road, Suite 480

Cincinnati, Ohio 45236

April 13, 2010

The Franklin Savings and Loan Company

Employee Stock Ownership Plan

Attn: Thomas H. Siemers, Trustee

4750 Ashwood Drive

Cincinnati, Ohio 45241

Dear Tom,

Lenox Wealth Management, Inc. (“Lenox”) received your letter dated April 9, 2010 in response to its March 26, 2010 offer and continues to remain interested in acquiring additional shares of First Franklin Corporation (“Franklin”) from The Franklin Savings and Loan Company Employee Stock Ownership Plan (the “ESOP”).

We are disappointed with your two week delay in responding to our offer because of the significant premium in share price the offer represents to ESOP participants, the persons to whom you owe fiduciary duties under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

We believe that had you been truly interested in fulfilling your ERISA fiduciary duties, rather than simply delaying so you can vote the ESOP shares for yourself and Mr. Kuntz, and had you truly felt the need to obtain independent advice to evaluate our offer notwithstanding the obvious premium we are offering, you would have immediately done so, rather than waiting two weeks. Had you done so, we would now be in the process of discussing the closing, rather than the procedural aspects of our substantial offer.

Lenox offers to buy all shares of Franklin’s Common Stock (the “Franklin Shares”) owned by the ESOP at $15.00 per share. As of March 26, 2010 Lenox understood that an offer to purchase up to 209,495 Franklin Shares represented all of such shares. The proxy materials Franklin filed last week report that 214,551 Franklin Shares are owned by the ESOP. Consequently, Lenox’s offer extends to all 214,551 shares or whatever amount you identify as all Franklin shares owned by the ESOP, as the case may be.

Lenox’s offer remains subject to the pre-condition that it receive all required approvals from the Office of Thrift Supervision, including such approvals in connection with Lenox’s change in control filings. In response to your concerns regarding the timing of the receipt of such approvals and the Annual Meeting of Franklin Stockholders which we understand is currently scheduled for June 14, 2010 (the “Annual Meeting”),  this pre-condition requires your agreement to postpone the Annual Meeting until such approvals are obtained so that all Franklin Shares currently owned by the ESOP, including all proxies and voting rights related thereto, can be transferred Lenox so that it may vote all of such shares at such postponed meeting.

We remain willing to deposit the purchase price with a third party pending satisfaction of the aforementioned conditions.

We trust that you will be able to set aside any personal feelings and conflicts you might have so that you will be able to consider our offer solely in light of what is in the best interests of the ESOP participants.  If you do consider what is in the best interests of the ESOP participants, as ERISA requires you to do, we believe you will accept this offer without delay.  After all, the price we offer continues to represent an attractive premium, a conclusion which a reasonable advisor will undoubtedly render. Please reply by no later than 5:00 PM  on April 22, 2010.

If you have any questions and to discuss this matter, please do not hesitate to contact me at (513) 618-7080.  I look forward to your prompt response to Lenox’s offer.

Very truly yours, LENOX WEALTH MANAGEMENT, INC.
By:	/s/ Jason D. Long
	Jason D. Long, Vice President

EX-99.2

Exhibit 99.2

LENOX WEALTH MANAGEMENT, INC.

8044 Montgomery Road, Suite 480

Cincinnati, Ohio 45236

April 13, 2010

Mr. John J. Kuntz

Chairman, President and Chief Executive Officer

First Franklin Corporation

4750 Ashwood Drive

Cincinnati, Ohio 45241

Dear Jack,

Thank you for your letter of April 9, 2012. (See attached).

Counsel has advised Lenox that federal securities laws and regulations require the filing of certain correspondence Lenox shares with you. As a result, we do not have the luxury to keep private all of our communications. A copy of this letter also will be sent to the SEC.

Based on your letter and my review of your preliminary proxy materials filed with the SEC, you, Tom, Gretchen, Dick Finan and the Franklin Board have been busy.

There must have been one big celebration on March 31, 2010 when the compensation committee and the then “independent” directors, led by Senator Finan, Tom’s best friend and our new lead director, agreed to the generous terms of your new employment agreement, retained Tom as a paid advisor to the Board, and renewed his daughter Gretchen’s employment agreement for another three years.

Just to capture the highlights:

1.   You received 38,000 options at a penny per share worth approximately $380,000 plus salary and guarantees over the next three years of $729,000.  In total this amount to over $1.1 million.

2.   Tom retired April 4, 2010, yet remains as a paid advisor and paid Board member collecting director fees.  In addition Tom receives a sweet heart deal whereby he receives an additional three times his last years’ salary or $267,000 if the Franklin has a change in control or sale.

3.   Finally, you renewed Gretchen’s employment agreement and she has three years guaranteed employment for $530,250.

4.   Bottom line, the company is losing money and you guaranteed almost $2 million in compensation for three people, two of them in the Siemers family, when we could have paid only one Chairman/CEO $250,000/year.

-  -

I am sorry I could not be there to celebrate your success. We can talk about it again at the annual meeting of stockholders.

Given how our Board always seems to get lost in their discussions with you and the Siemers’ family, I thought I would lay out a quick blue print of what you and the Board should be doing as fiduciaries for your shareholders.

Recommended Actions:

1.   No more directors’ fees should be paid in cash to anyone on either the holding company Board or the savings and loan Board until:

a.   The company is profitable.

b.   The regulators have lifted their restrictions.

c.   The dividend has been reinstated.

2.   In the next 90 days, to help satisfy the regulatory requirements for Franklin to raise additional capital, each of your directors on both Boards should be required to:

a.   Invest $250,000 in a new issue of FFHS stock at the current market price.

b.   Agree to a minimum holding period of five years for such FFHS stock.

c.   In the event that Jason Long and I are elected directors, I commit each of us will meet this requirement.

d.    I further commit that if Father Barry Windholtz cannot meet this commitment, I will personally fund a $250,000 gift to a charitable foundation holding FFHS stock that benefits St. Rose Church and/or Xavier University, and St. Xavier High School.

3.   Immediately remove Tom Siemers as the ESOP trustee.

a.   Tom should not be voting the ESOP shares for himself or you in this year’s election.

b.   Tom cannot possibly be an independent fiduciary under applicable law.

c.   Replace Tom with an independent third party fiduciary to protect you and the Board from future litigation.

4.   The Board should immediately renegotiate the employment agreements that were signed on March 30, 2010.

a.   We cannot afford to pay three people (you, Tom, and Gretchen) to do one job.

i.   As advertised, Tom should retire now as an employee and a director.

ii.   Tom should receive no salary, no consulting fees, and no benefits going forward.

iii.   Tom should have retired at age 65. In my opinion, the Board has paid him almost over $3 million for the last ten years while the shareholders lost money.

iv.   Tom’s three year golden parachute employment agreement should be eliminated.  There is no basis for this arrangement when he is age 75 and retired.

- 2 -

b.   Gretchen’s salary should be reduced so it is in line with her business results and contribution to the company.

i.   Based on the company’s performance, Gretchen should not have been CEO.

ii.   If Gretchen was qualified, we would not need you and your new role.

iii.   It appears Gretchen was named CEO and paid over $2 million in the last 10 years only because of Tom and Dick Finan’s position on the Board, including Tom’s exclusive control over the 12% holding of Franklin stock in the ESOP.

iv.   Gretchen’s three year employment agreement should be renegotiated immediately, eliminating the three year golden parachute

v.   If your are CEO, Gretchen’s current role does not merit a Board seat and she should resign from the Board

5.   The directors, employees, and immediate family members should immediately pay down their $2.5 million below market rate mortgages to Franklin and return company paid cars. These programs have gotten out of control and send the wrong message to the Board, the officers and their children. It reflects that the company is being run for the benefit of the Siemers family and the directors at the expense of the other shareholders who are losing money.

6.   Senior Management base salaries should be immediately reduced by one third.

a.   The one third should be “at risk” compensation based on performance and reclassified as a bonus.

b.   There should be specific annual performance metrics which each officer must meet before they earn a bonus.

c.   The bonus should be paid in restricted stock with five year vesting terms.

7.   Jack, you should immediately return the option grant of $.01 share and have it reinstated at today’s market price of $10 per share. Vesting requirements should be implemented that are consistent with building long-term shareholder value. The current vesting requirements are ridiculously low.  You don’t deserve a $380,000 windfall. This is a bad reflection on you and the Board.

8.   The $14 million of director and officer cash value life insurance on Tom Siemers, the officers and directors should immediately be evaluated to see if we can sell the policy to raise cash for the company.  You should also explain to the shareholders why these policies were purchased and confirm they do not benefit the Siemer’s Family at the expense of the other shareholders. If Tom’s son-in-law was paid a commission on the purchase, this compensation should be immediately returned to the company.

9.   Senator Finan, Tom’s best friend since grade school, should resign as lead director until Tom finally retires, resigns from the Board, and terminates his consulting engagement with the company. By any standard I know, Tom and Dick’s relationship is not independent; it clearly is not under Nasdaq’s standards.

- 3 -

Jack, I want you to know we are not going to go away. In response to your April 9, 2010 letter, we demand that all Board and Committee minutes and materials related to the compensation decisions described in this letter, in the past three years and in your recent filings with the SEC be frozen (i.e., no alterations or revisions) and provided to Lenox immediately without redaction or alteration.  We demand a copy of all Employee Stock Ownership Plan documents in effect both before and as amended since we became a 5% stockholder. We will proceed with litigation in this regard. I also want you to know if you sell Franklin, Lenox will pursue any and all legal remedies against both Boards to recover any and all improper and excessive golden parachute payments to you, Tom, and Gretchen.

Sincerely yours,

Jason D. Long

Vice President

Lenox Wealth Management

- 4 -

First Franklin Corporation

April 9, 2010

Mr. John C. Lame

Lenox Wealth Management, Inc.

8044 Montgomery Road, Suite 480

Cincinnati, OH 45236

Dear John:

I am responding to your letter of April 5, 2010.

As you might imagine, the first few days in my new position have been very busy.   Nevertheless, I wanted to promptly respond to your letter.

We disagree with your assertion that First Franklin failed to respond appropriately to Lenox’s books and records request, and I was disappointed that, having waited almost two weeks to bring your issue to our attention, you decided that the best way to communicate was to publicly threaten litigation.

John, to resolve this matter without further delay, give us a list of the specific items you feel you are entitled to receive.  I assure you that First Franklin will provide a timely response.

I am happy to communicate with you directly; although it may be more expeditious to have your attorneys contact Jason Hodges.

Sincerely,

John J. Kuntz

Chairman

First Franklin Corporation

cc:           Terri R. Abare, Vorys, Sater, Seymour and Pease

Jason Hodges, Vorys, Sater, Seymour and Pease

Raymond J. DiCamillo, Richards, Layton & Finger