12,075,000 Shares Franklin Financial Corporation (a Virginia corporation) Common Stock (par value $0.01 per share) AGENCY AGREEMENT February 11, 2011Agency Agreement • February 16th, 2011 • Franklin Financial Corp • Savings institution, federally chartered • New York
Contract Type FiledFebruary 16th, 2011 Company Industry Jurisdiction
FORM OF ESOP LOAN AGREEMENTEsop Loan Agreement • December 10th, 2010 • Franklin Financial Corp • Virginia
Contract Type FiledDecember 10th, 2010 Company JurisdictionTHIS LOAN AGREEMENT (“Loan Agreement”) is made and entered into as of , 2011, by and between , AS THE TRUSTEE FOR THE FRANKLIN FEDERAL SAVINGS BANK EMPLOYEE STOCK OWNERSHIP PLAN TRUST (“Borrower”), a trust forming part of the Franklin Federal Savings Bank Employee Stock Ownership Plan (“ESOP”), and FRANKLIN FINANCIAL CORPORATION (“Lender”), a corporation organized and existing under the laws of the Commonwealth of Virginia.
EMPLOYMENT AGREEMENTEmployment Agreement • June 1st, 2011 • Franklin Financial Corp • Savings institution, federally chartered • Virginia
Contract Type FiledJune 1st, 2011 Company Industry JurisdictionTHIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of June 1, 2011, by and among FRANKLIN FEDERAL SAVINGS BANK, a federally-chartered savings bank (the “Bank”), STEVEN R. LOHR (the “Executive”), and FRANKLIN FINANCIAL CORPORATION, a Virginia corporation and the holding company of the Bank, solely as guarantor (the “Corporation”).
FRANKLIN FINANCIAL CORPORATION EMPLOYMENT AGREEMENTEmployment Agreement • June 1st, 2011 • Franklin Financial Corp • Savings institution, federally chartered • Virginia
Contract Type FiledJune 1st, 2011 Company Industry JurisdictionTHIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of June 1, 2011, by and between FRANKLIN FINANCIAL CORPORATION, a Virginia corporation (the “Corporation”), and RICHARD T. WHEELER, JR. (the “Executive”).
FRANKLIN FEDERAL SAVINGS BANK EMPLOYMENT AGREEMENTEmployment Agreement • June 1st, 2011 • Franklin Financial Corp • Savings institution, federally chartered • Virginia
Contract Type FiledJune 1st, 2011 Company Industry JurisdictionTHIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of June 1, 2011, by and among FRANKLIN FEDERAL SAVINGS BANK, a federally-chartered savings bank (the “Bank”), RICHARD T. WHEELER, JR. (the “Executive”), and FRANKLIN FINANCIAL CORPORATION, a Virginia corporation and the holding company of the Bank, solely as guarantor (the “Corporation”).
First Amendment Franklin Federal Savings Bank Employment Agreement (Barry R. Shenton)Employment Agreement • December 22nd, 2011 • Franklin Financial Corp • Savings institution, federally chartered
Contract Type FiledDecember 22nd, 2011 Company IndustryWHEREAS, Franklin Federal Savings Bank (the “Bank”) and Franklin Financial Corporation, (the “Company”), have previously entered into an employment agreement (the “Agreement”) with Barry R. Shenton (the “Executive”); and
FORM OF RESTRICTED STOCK AWARD AGREEMENT FOR THE Franklin Financial Corporation 2012 Equity Incentive PlanRestricted Stock Award Agreement • March 29th, 2012 • Franklin Financial Corp • Savings institution, federally chartered
Contract Type FiledMarch 29th, 2012 Company IndustryThis Award Agreement is provided to __________________ (the “Participant”) by Franklin Financial Corporation (the “Company”) as of _____________ (the “Grant Date”), the date the Compensation Committee of the Board of Directors (the “Committee”) awarded the Participant a restricted stock award pursuant to the Franklin Financial Corporation 2012 Equity Incentive Plan (the “2012 Plan”), subject to the terms and conditions of the 2012 Plan and this Award Agreement:
First Amendment Franklin Financial Corporation Employment Agreement (Barry R. Shenton)Employment Agreement • December 22nd, 2011 • Franklin Financial Corp • Savings institution, federally chartered
Contract Type FiledDecember 22nd, 2011 Company IndustryWHEREAS, Franklin Financial Corporation, (the “Company”), has previously entered into an employment agreement (the “Agreement”) with Barry R. Shenton (the “Executive”); and
Second Amendment Franklin Financial Corporation Employment Agreement (Donald F. Marker)Employment Agreement • December 19th, 2013 • Franklin Financial Corp • Savings institution, federally chartered
Contract Type FiledDecember 19th, 2013 Company IndustryWHEREAS, Franklin Financial Corporation (the “Company”) has previously entered into an employment agreement (the “Agreement”) with Donald F. Marker (the “Executive”); and
First Amendment Franklin Federal Savings Bank Employment Agreement (Donald F. Marker)Employment Agreement • December 22nd, 2011 • Franklin Financial Corp • Savings institution, federally chartered
Contract Type FiledDecember 22nd, 2011 Company IndustryWHEREAS, Franklin Federal Savings Bank (the “Bank”) and Franklin Financial Corporation, (the “Company”), have previously entered into an employment agreement (the “Agreement”) with Donald F. Marker (the “Executive”); and
Second Amendment Franklin Financial Corporation Employment Agreement (Barry R. Shenton)Employment Agreement • December 19th, 2013 • Franklin Financial Corp • Savings institution, federally chartered
Contract Type FiledDecember 19th, 2013 Company IndustryWHEREAS, Franklin Financial Corporation (the “Company”) has previously entered into an employment agreement (the “Agreement”) with Barry R. Shenton (the “Executive”); and
First Amendment Franklin Financial Corporation Employment Agreement (Richard T. Wheeler, Jr.)Employment Agreement • December 22nd, 2011 • Franklin Financial Corp • Savings institution, federally chartered
Contract Type FiledDecember 22nd, 2011 Company IndustryWHEREAS, Franklin Financial Corporation, (the “Company”), has previously entered into an employment agreement (the “Agreement”) with Richard T. Wheeler, Jr. (the “Executive”); and
AGREEMENT AND PLAN OF REORGANIZATIONMerger Agreement • July 16th, 2014 • Franklin Financial Corp • Savings institution, federally chartered • Virginia
Contract Type FiledJuly 16th, 2014 Company Industry JurisdictionAGREEMENT AND PLAN OF REORGANIZATION, dated as of July 14, 2014, by and among TOWNEBANK, a Virginia banking corporation (“Parent”), FRANKLIN FINANCIAL CORPORATION, a Virginia corporation (the “Company”), and FRANKLIN FEDERAL SAVINGS BANK, a federally chartered savings bank and wholly owned subsidiary of the Company (“Bank Subsidiary”).
First Amendment Franklin Financial Corporation Employment Agreement (Steven R. Lohr)Employment Agreement • December 22nd, 2011 • Franklin Financial Corp • Savings institution, federally chartered
Contract Type FiledDecember 22nd, 2011 Company IndustryWHEREAS, Franklin Financial Corporation, (the “Company”), has previously entered into an employment agreement (the “Agreement”) with Steven R. Lohr (the “Executive”); and
First Amendment Franklin Financial Corporation Employment Agreement (Donald F. Marker)Employment Agreement • December 22nd, 2011 • Franklin Financial Corp • Savings institution, federally chartered
Contract Type FiledDecember 22nd, 2011 Company IndustryWHEREAS, Franklin Financial Corporation, (the “Company”), has previously entered into an employment agreement (the “Agreement”) with Donald F. Marker (the “Executive”); and
SUPPLEMENTAL RETIREMENT PLAN AGREEMENTSupplemental Retirement Plan Agreement • December 10th, 2010 • Franklin Financial Corp
Contract Type FiledDecember 10th, 2010 CompanyAGREEMENT, made this 14th day of September 1994 by and between Franklin Federal Savings & Loan Association of Richmond, (the “Employer”), and Richard T. Wheeler, Jr. (the “Eligible Employee”).
First Amendment Franklin Federal Savings Bank Employment Agreement (Richard T. Wheeler, Jr.)Employment Agreement • December 22nd, 2011 • Franklin Financial Corp • Savings institution, federally chartered
Contract Type FiledDecember 22nd, 2011 Company IndustryWHEREAS, Franklin Federal Savings Bank (the “Bank”) and Franklin Financial Corporation, (the “Company”), have previously entered into an employment agreement (the “Agreement”) with Richard T. Wheeler, Jr. (the “Executive”); and
Second Amendment Franklin Financial Corporation Employment Agreement (Richard T. Wheeler, Jr.)Employment Agreement • December 19th, 2013 • Franklin Financial Corp • Savings institution, federally chartered
Contract Type FiledDecember 19th, 2013 Company IndustryWHEREAS, Franklin Financial Corporation (the “Company”) has previously entered into an employment agreement (the “Agreement”) with Richard T. Wheeler, Jr. (the “Executive”); and
Second Amendment Franklin Financial Corporation Employment Agreement (Steven R. Lohr)Employment Agreement • December 19th, 2013 • Franklin Financial Corp • Savings institution, federally chartered
Contract Type FiledDecember 19th, 2013 Company IndustryWHEREAS, Franklin Financial Corporation (the “Company”) has previously entered into an employment agreement (the “Agreement”) with Steven R. Lohr (the “Executive”); and