EXHIBIT 10.17 March 19, 2002 Mr. David L. Shelp Franklin Bank, N. A. 24725 West Twelve Mile Road Southfield, Michigan 48034 Re: Employment of David Shelp as President and CEO Dear David: This Letter is intended to summarize the agreements reached...

                                                                   EXHIBIT 10.17
                                 March 19, 2002
Xx. Xxxxx X. Xxxxx
Xxxxxxxx Bank, N. A.
00000 Xxxx Xxxxxx Xxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx  00000

Re:      Employment of Xxxxx Xxxxx as President and CEO

Dear Xxxxx:

         This Letter is intended to summarize the agreements reached between the
Compensation Committee (Messrs. Xxxxxx, Pick and Glass) and Xxxxx Xxxxx as of
November 29, 2001 and March 19, 2002 in connection with the continued employment
of Xxxxx Xxxxx as the President and CEO of Franklin Bank. It is envisioned that
the terms summarized herein will be incorporated into such agreements or
amendments of existing agreements as is necessary to implement the terms set
forth herein.

         1.       POSITION AND DUTIES. President and CEO of Franklin Bank with
                  full power vested in such offices as set forth in the Bank's
                  Bylaws or as directed from time to time by the Board of
                  Directors.

         2.       TERM OF EMPLOYMENT. One year.

         3.       BASE SALARY. $225,000 effective January 1, 2002.

         4.       BONUS POTENTIAL AND PERFORMANCE. Xxxxx is entitled to earn a
                  bonus for 2002 in accordance with the formula described per
                  the attached "2002 Executive Team Bonus Program", appended
                  hereto (the "Performance Factor") and based on an amount equal
                  to 65% of the base salary amount (the "Bonus Potential
                  Amount").

         5.       HEALTH CLUB MEMBERSHIP. Payment of health club membership
                  effective January 1, 2002. Such payment shall not exceed
                  $150.00 per month.

         6.       PERKS. Same as current perks existing as of this date (i.e.,
                  health, dental, life and disability insurance; prescription
                  drugs; vacation and sick days, etc.

         This letter will serve as your employment contract outlining the
provisions contained therein.

                                Very truly yours,
                              FRANKLIN BANK, N. A.


                                Xxxxxxx X. Xxxxxx
                                   Chairman of
                             Compensation Committee
WEM:jkm





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                        2002 EXECUTIVE TEAM BONUS PROGRAM

         -    Bonus for top 4 executives based solely on Fully Diluted EPS

         -    Use Fully Diluted EPS as our scorecard

         -    Below $1.88 Fully Diluted EPS - No payout

         -    At or above $2.26 - Maximum payout

         -    Adjustment for buyback of stock with addition to earning equal to
              dollars used for buyback times lowest rate at which we invest
              funds (eg. Fed. Fund rate)

         -    Core Earnings used and defined as stated after tax earnings
              without after tax effect of gains or losses on sale of securities
              and severance or merger expenses. Only gains that are the result
              of a sale of OREO properties would be included in core earnings

         -    Fully Diluted Shares is the stated number of Fully Diluted Shares
              computed for GAAP and used for reporting purposes in the Bank's
              annual report and 10-Q's

         -    ALLL reserve amount and ratio to outstanding loans equal to amount
              Board deems appropriate, not including year end "window dressing"
              adjustments




      TARGETED FULLY              BONUS POOL
       DILUTED EPS                PERCENTAGE
-------------------------- ------------------------
                        
      $2.26 or more                150.0%
      $2.18 or more                137.5%
      $2.11 or more                125.0%
      $2.05 or more                112.5%
      $1.99 or more                100.0%
      $1.94 or more                 75.0%
      $1.88 or more                 50.0%
















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