AMENDED AND RESTATATED CERTIFICATE OF INCORPORATION
                                       OF
                               FRANKLIN BANK CORP.
 
         Franklin Bank Corp., a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), hereby certifies as follows:
 
         1.       The name of the Corporation is Franklin Bank Corp. Franklin
Bank Corp. was originally incorporated under the name BK2 Inc., and the original
Certificate of Incorporation of the corporation was filed with the Secretary of
State of the State of Delaware on August 10, 2001.
 
         2.       Pursuant to Sections 241 and 245 of the General Corporation
Law of the State of Delaware (the "DGCL"), this Amended and Restated Certificate
of Incorporation restates and integrates and further amends the provisions of
the Certificate of Incorporation of the Corporation.
 
         3.       This Amended and Restated Certificate of Incorporation has
been duly adopted in accordance with Section 242 of the DGCL by the stockholders
of the Corporation acting pursuant to a written consent in lieu of a meeting in
accordance with Section 228 of the DGCL.
 
         4.       The text of the Certificate of Incorporation of the
Corporation is hereby restated and amended to read in its entirety as follows:
 
                                   ARTICLE 1.
                                      NAME
 
         The name of the corporation is Franklin Bank Corp. (the "Corporation").
 
                                   ARTICLE 2.
                           REGISTERED OFFICE AND AGENT
 
         The address of the Corporation's registered office in the State of
Delaware is 2311 Centerville Road, Ste. 400, in the City of Wilmington, County
of New Castle, Zip Code 19808. The name of the Corporation's registered agent at
such address is Corporation Service Company.
 
                                   ARTICLE 3.
                                     PURPOSE
 
         The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.
 
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                                   ARTICLE 4.
                                 CAPITALIZATION
 
         The total number of shares of capital stock which the Corporation shall
have authority to issue is 40,000,000 shares of capital stock, consisting of
35,000,000 shares of common stock, par value $.01 per share ("Common Stock"),
and 5,000,000 shares of preferred stock, par value $.01 per share ("Preferred
Stock"). All Common Stock designated as "Class A Common Stock" shall be
designated as "Common Stock" as of the effective time of this Amended and
Restated Certificate of Incorporation. For the avoidance of doubt, no change to
the terms of such Class A Common Stock is effected hereby.
 
         Shares of Preferred Stock may be issued in one or more series, from
time to time, with each such series to consist of such number of shares and to
have such voting powers, full or limited, or no voting powers, and such
designations, preferences and relative, participating, optional or other special
rights, and the qualifications, limitations or restrictions thereof, as shall be
stated in the resolution or resolutions providing for the issuance of such
series adopted by the Board of Directors of the Corporation, and the Board of
Directors is hereby expressly vested with authority, to the full extent now or
hereafter provided by law, to adopt any such resolution or resolutions and to
file any such resolution or resolutions as a certificate of designations with
the Secretary of State of the State of Delaware in the manner permitted or
required by law.
 
         Each holder of Common Stock, as such, shall be entitled to one vote for
each share of Common Stock held of record by such holder on all matters on which
stockholders generally are entitled to vote; provided, however, that, except as
otherwise required by law, holders of Common Stock, as such, shall not be
entitled to vote on any amendment to this Amended and Restated Certificate of
Incorporation (including any certificate of designations relating to any series
of Preferred Stock) that relates solely to the terms of one or more outstanding
series of Preferred Stock if the holders of such affected series are entitled,
either separately or together with the holders of one or more other such series,
to vote thereon pursuant to this Amended and Restated Certificate of
Incorporation (including any certificate of designations relating to any series
of Preferred Stock) or pursuant to the General Corporation Law of the State of
Delaware. Subject to the rights of the holders of any series of Preferred Stock
pursuant to the terms of this Amended and Restated Certificate of Incorporation
or any resolution or resolutions providing for the issuance of such series of
stock adopted by the Board of Directors, the holders of Common Stock shall have
the exclusive right to vote for the election of directors and for all other
purposes, and holders of Preferred Stock shall not be entitled to receive notice
of any meeting of stockholders at which they are not entitled to vote.
 
         Subject to the rights of the holders of any series of Preferred Stock
pursuant to the terms of this Amended and Restated Certificate of Incorporation
or any resolution or resolutions providing for the issuance of such series of
stock adopted by the Board of Directors, the number of authorized shares of
Preferred Stock may be increased or decreased (but not below the number of
shares thereof then outstanding) by the affirmative vote of the holders of a
majority of the stock of the Corporation entitled to
 
                                       2
 
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vote generally in the election of directors irrespective of the provisions of
Section 242(b)(2) of the General Corporation Law of the State of Delaware.
 
                                   ARTICLE 5.
                               BOARD OF DIRECTORS
 
         SECTION 1. NUMBER. Subject to the rights of the holders of any series
of Preferred Stock pursuant to the terms of this Amended and Restated
Certificate of Incorporation or any resolution or resolutions providing for the
issuance of such series of stock adopted by the Board of Directors, the number
of directors of the Corporation shall be fixed from time to time exclusively
pursuant to a resolution adopted by a majority of the total number of directors
which the Corporation would have if there were no vacancies (the "Whole Board").
No decrease in the number of directors constituting the Board of Directors shall
shorten the term of any incumbent director.
 
         SECTION 2. CLASSES. Except as otherwise provided pursuant to the terms
of any resolution or resolutions providing for the issuance of such series of
stock adopted by the Board of Directors, the Board of Directors of the
Corporation shall be divided into three classes: Class I, Class II and Class
III. Such classes shall be as nearly equal in number as practicable and any
increase or decrease in the number of directors shall be apportioned among the
classes so as to maintain or attain, if possible, the equality of the number of
directors in each class, but in no case will a decrease in the number of
directors shorten the term of any incumbent director. If such equality is not
possible, the increase or decrease shall be apportioned among the classes in
such a way that the difference in the number of directors in any two classes
shall not exceed one. The initial Class I, Class II and Class III directors
shall be set forth in a resolution adopted by the affirmative vote of at least
two-thirds of the Board of Directors of the Corporation.
 
         SECTION 3. TERMS. Except as otherwise provided pursuant to the terms of
any resolution or resolutions providing for the issuance of such series of stock
adopted by the Board of Directors, each director shall serve for a term ending
on the date of the third annual meeting of stockholders following the annual
meeting of stockholders at which such director was elected; provided, however,
that each initial director in Class I shall serve for a term ending at the
annual meeting of stockholders in 2004, each initial director in Class II shall
serve for a term ending at the annual meeting of stockholders in 2005, and each
initial director in Class III shall serve for a term ending at the annual
meeting of stockholders in 2006.
 
         SECTION 4. NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Subject to the
rights of the holders of any series of Preferred Stock pursuant to the terms of
this Amended and Restated Certificate of Incorporation or any resolution or
resolutions providing for the issuance of such series of stock adopted by the
Board of Directors, newly created directorships resulting from any increase in
the number of directors and any vacancies on the Board of Directors resulting
from death, resignation, removal or other cause shall be filled by the
affirmative vote of a majority of the remaining directors then in office, even
though less than a quorum of the Board of
 
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<PAGE>
 
Directors, and not by the stockholders. Any director elected in accordance with
the preceding sentence shall hold office for the remainder of the full term of
the class of directors in which the new directorship was created or the vacancy
occurred and until such director's successor shall have been elected and
qualified or until his earlier death, resignation or removal.
 
         SECTION 5. REMOVAL. Subject to the rights of the holders of any series
of Preferred Stock pursuant to the terms of this Amended and Restated
Certificate of Incorporation or any resolution or resolutions providing for the
issuance of such series of stock adopted by the Board of Directors, any director
may be removed from office only for cause and only by the affirmative vote of
the holders of record of outstanding shares representing at least two-thirds of
the voting power of all of the shares of capital stock of the Corporation then
entitled to vote generally in the election of directors, voting together as a
single class.
 
         SECTION 6. ELECTIONS. Unless and except to the extent provided in the
bylaws of the Corporation, the election of directors of the Corporation need not
be by written ballot.
 
         SECTION 7. AMENDMENT, REPEAL, ETC. Notwithstanding anything contained
in this Amended and Restated Certificate of Incorporation to the contrary, the
affirmative vote of the holders of record of outstanding shares representing at
least eighty percent (80%) of the voting power of all of the shares of capital
stock of the Corporation then entitled to vote generally in the election of
directors, voting together as a single class, shall be required to amend, alter
or repeal any provision of, or to adopt any provision inconsistent with, this
Article 5.
 
                                   ARTICLE 6.
                        LIMITATION OF DIRECTOR LIABILITY
 
         To the fullest extent that the General Corporation Law of the State of
Delaware or any other law of the State of Delaware as it exists on the date
hereof or as it may hereafter be amended permits the limitation or elimination
of the liability of directors, no director of the Corporation shall be liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director. No amendment to, or modification or repeal of, this Article
6 shall adversely affect any right or protection of a director of the
Corporation existing hereunder with respect to any act or omission occurring
prior to such amendment, modification or repeal.
 
                                   ARTICLE 7.
                    ACTION BY WRITTEN CONSENT OF STOCKHOLDERS
 
         Any action required or permitted to be taken by the stockholders of the
Corporation must be effected at a duly called annual or special meeting of such
holders and may not be effected by any consent in writing by such holders,
unless effected by the unanimous written consent, setting forth the action to be
taken, of all holders of the
 
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<PAGE>
 
voting power of all of the shares of capital stock of the Corporation then
entitled to vote generally in the election of directors, voting together as a
single class, provided however that prior the consummation of an initial public
offering of Common Stock, any action required or permitted to be taken at any
annual or special meeting of stockholders of the Corporation may be taken
without a meeting, without prior notice and without a vote, if a consent or
consents in writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote on such action were present and voted. Prompt notice
of the taking of corporate action without a meeting by less than unanimous
written consent shall be given to those stockholders who have not consented in
writing. Notwithstanding anything contained in this Amended and Restated
Certificate of Incorporation to the contrary, the affirmative vote of the
holders of record of outstanding shares representing at least eighty percent
(80%) of the voting power of all of the shares of capital stock of the
Corporation then entitled to vote generally in the election of directors, voting
together as a single class, shall be required to amend, alter or repeal any
provision of, or to adopt any provision inconsistent with, this Article 7.
 
                                    ARTICLE 8
                   INDEMNIFICATION; AVAILABILITY OF INSURANCE
 
         SECTION 1. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Each person who
was or is made a party or is threatened to be made a party to or is involved in
any action, suit, or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that he or she
or a person of whom he or she is the legal representative is or was a director
or officer of the Corporation (or any subsidiary or any predecessor of the
Corporation or any subsidiary) or is or was serving at the request of the
Corporation (or any subsidiary or any predecessor of the Corporation or any
subsidiary) as a director, officer, employee or agent of another corporation or
of a partnership, joint venture, trust or other enterprise (or any predecessor
of any of such entities), including without limtiation any service with respect
to employee benefit plans maintained or sponsored by the Corporation (or any
predecessor), whether the basis of such proceeding is alleged action in an
official capacity as a director, officer, employee or agent or in any other
capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the General Corporation Law of the State of Delaware as the same
exists or may hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to provide prior
to such amendment), against all expense, liability and loss (including without
limitation attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid or to be paid in settlement) reasonably incurred or suffered by
such person in connection therewith and such indemnification shall continue as
to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of his or her heirs, executors and administrators;
provided, however, that except as provided in Section 2 of this Article 8, the
Corporation shall indemnify any such person seeking indemnification in
connection with a proceeding (or
 
                                       5
 
<PAGE>
 
part thereof) initiated by such person only if such proceeding (or part thereof)
was authorized by the board of directors. The right to indemnification conferred
in this Article 8 shall be a contract right and shall include the right to be
paid by the Corporation the expenses incurred in defending any such proceeding
in advance of its final disposition, such advances to be paid by the Corporation
within 20 days after the receipt by the Corporation of a statement or statements
from the claimant requesting such advance or advances from time to time;
provided, however, that if the General Corporation Law of the State of Delaware
requires, the payment of such expenses incurred by a director or officer in his
or her capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such person while a director or officer,
including, without limitation, service to an employee benefit plan) in advance
of the final disposition of a proceeding, shall be made only upon delivery to
the Corporation of an undertaking by or on behalf of such director or officer,
to repay all amounts so advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under this bylaw or
otherwise.
 
         SECTION 2. CLAIMS. To obtain indemnification under this Article 8, a
claimant shall submit to the Corporation a written request, including therein or
therewith such documentation and information as is reasonably available to the
claimant and is reasonably necessary to determine whether and to what extent the
claimant is entitled to indemnification. Upon written request by a claimant for
indemnification pursuant to the preceding sentence, a determination, if required
by applicable law, with respect to the claimant's entitlement thereto shall be
made as follows: (a) if requested by the claimant, by Independent Counsel (as
hereinafter defined), or (b) if no request is made by the claimant for a
determination by Independent Counsel, (i) by the board of directors by a
majority vote of a quorum consisting of Disinterested Directors (as hereinafter
defined), or (ii) if a quorum of the board of directors consisting of
Disinterested Directors is not obtainable or, even if obtainable, such quorum of
Disinterested Directors so directs, by Independent Counsel in a written opinion
to the board of directors, a copy of which shall be delivered to the claimant,
or (iii) if a quorum of Disinterested Directors so directs, by the stockholders
of the Corporation. In the event the determination of entitlement to
indemnification is to be made by Independent Counsel at the request of the
claimant, the Independent Counsel shall be selected by the board of directors
unless there shall have occurred within two years prior to the date of the
commencement of the action, suit or proceeding for which indemnification is
claimed a "Change of Control" as defined below, in which case the Independent
Counsel shall be selected by the claimant unless the claimant shall request that
such selection be made by the board of directors. If it is so determined that
the claimant is entitled to indemnification, payment to the claimant shall be
made within 10 days after such determination.
 
         If a claim for indemnification under this Article 8 is not paid in full
by the Corporation within thirty days after a written claim pursuant to the
preceding paragraph of this Section 2 has been received by the Corporation, the
claimant may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim and, if successful in whole or in part,
the claimant shall be entitled to be paid also the expense of prosecuting such
claim. It shall be a defense to any such action (other than an action brought to
enforce a claim for expenses incurred in defending any proceeding in
 
                                       6
 
<PAGE>
 
advance of its final disposition where the required undertaking, if any is
required, has been tendered to the Corporation) that the claimant has not met
the standard of conduct which makes it permissible under the General Corporation
Law of the State of Delaware for the Corporation to indemnify the claimant for
the amount claimed, but the burden of proving such defense shall be on the
Corporation. Neither the failure of the Corporation (including its board of
directors, Independent Counsel or stockholders) to have made a determination
prior to the commencement of such action that indemnification of the claimant is
proper in the circumstances because he or she has met the applicable standard of
conduct set forth in the General Corporation Law of the State of Delaware, nor
an actual determination by the Corporation (including its board of directors,
Independent Counsel or stockholders) that the claimant has not met such
applicable standard of conduct, shall be a defense to the action or create a
presumption that the claimant has not met the applicable standard of conduct.
 
         If a determination shall have been made pursuant to this Section 2 that
the claimant is entitled to indemnification, the Corporation shall be bound by
such determination in any judicial proceeding commenced pursuant to the
preceding paragraph of this Section 2. The Corporation shall be precluded from
asserting in any judicial proceeding commenced pursuant to the second paragraph
of this Section 2 that the procedures and presumptions of this Article 8 are not
valid, binding and enforceable and shall stipulate in such proceeding that the
Corporation is bound by all the provisions of this Article 8. The right to
indemnification and the payment of expenses incurred in defending a proceeding
in advance of its final disposition conferred in this Article 8 shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, provision of the certificate of incorporation, bylaws,
agreement, vote of stockholders or Disinterested Directors or otherwise. No
repeal or modification of this Article 8 shall in any way diminish or adversely
affect the rights of any director, officer, employee or agent of the Corporation
hereunder in respect of any occurrence or matter arising prior to any such
repeal or modification.
 
         SECTION 3. CONSTRUCTION. If any provision or provisions of this Article
8 shall be held to be invalid, illegal or unenforceable for any reason
whatsoever: (a) the validity, legality and enforceability of the remaining
provisions of this Article 8 (including, without limitation, each portion of any
paragraph of this Article 8 containing any such provision held to be invalid,
illegal or unenforceable, that is not itself held to be invalid, illegal or
unenforceable) shall not in any way be affected or impaired thereby; and (b) to
the fullest extent possible, the provisions of this Article 8 (including,
without limitation, each such portion of any paragraph of this Article 8
containing any such provision held to be invalid, illegal or unenforceable)
shall be construed so as to give effect to the intent manifested by the
provision held invalid, illegal or unenforceable.
 
         SECTION 4. INDEMNIFICATION OF OTHERS. The Corporation shall have the
power, to the extent and in the manner permitted by the General Corporation Law
of Delaware, to indemnify each of its employees and agents (other than directors
and officers) against expenses (including attorneys' fees), judgments, fines,
settlements, and other amounts actually and reasonably incurred in connection
with any proceeding, arising by reason of the fact that such person is or was an
agent of the Corporation. For
 
                                       7
 
<PAGE>
 
purposes of this Section 4, an "employee" or "agent" of the Corporation (other
than a director or officer) includes any person (a) who is or was an employee or
agent of the Corporation, (b) who is or was serving at the request of the
Corporation as an employee or agent of another Corporation, partnership, joint
venture, trust or other enterprise, or (c) who was an employee or agent of a
Corporation which was a predecessor Corporation of the Corporation or of another
enterprise at the request of such predecessor Corporation.
 
         SECTION 5. INSURANCE. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another Corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the Corporation would have the power to indemnify him
against such liability under the provisions of the General Corporation Law of
Delaware.
 
         SECTION 6. MISCELLANEOUS.
 
         For purposes of this Article 8:
 
         "Change of Control" shall have the meaning set forth in the
Corporation's 2003 Long-Term Incentive Plan as in effect at the effective time
of this Amended and Restated Certificate of Incorporation.
 
         "Disinterested Director" means a director of the Corporation who is not
and was not a party to the matter in respect of which indemnification is sought
by the claimant.
 
         "Independent Counsel" means a law firm, a member of a law firm, or an
independent practitioner, that is experienced in matters of corporation law and
shall include any person who, under the applicable standards of professional
conduct then prevailing, would not have a conflict of interest in representing
either the Corporation or the claimant in an action to determine the claimant's
rights under this Article 8.
 
         Any notice, request or other communication required or permitted to be
given to the Corporation under this bylaw shall be in writing and either
delivered in person or sent by telecopy, telex, telegram, overnight mail or
courier service, or certified or registered mail, postage prepaid, return
receipt requested, to the secretary of the Corporation and shall be effective
only upon receipt by the secretary.
 
         Notwithstanding anything contained in this Amended and Restated
Certificate of Incorporation to the contrary, the affirmative vote of the
holders of record of outstanding shares representing at least eighty percent
(80%) of the voting power of all of the shares of capital stock of the
Corporation then entitled to vote generally in the election of directors, voting
together as a single class, shall be required to amend, alter or repeal any
provision of, or to adopt any provision inconsistent with, this Article 8.
 
                                       8
 
<PAGE>
 
                                   ARTICLE 9.
                            MEETINGS OF STOCKHOLDERS
 
         SECTION 1. RIGHT TO CALL SPECIAL MEETINGS. Subject to the rights of the
holders of any series of Preferred Stock, special meetings of Stockholders may
be called only by (a) the Chairman of the Board of Directors or the President or
(b) by the Board of Directors pursuant to a resolution adopted by a majority of
the Whole Board. No business other than that stated in the Corporation's notice
of meeting shall be transacted at any special meeting.
 
         SECTION 2. STOCKHOLDER NOMINATION OF DIRECTOR CANDIDATES; STOCKHOLDER
PROPOSAL OF BUSINESS. Advance notice of stockholder nominations for the election
of directors and of the proposal of business by stockholders shall be given in
the manner provided in the bylaws of the Corporation, as amended and in effect
from time to time.
 
         SECTION 3. AMENDMENT, REPEAL, ETC. Notwithstanding anything contained
in this Amended and Restated Certificate of Incorporation to the contrary, the
affirmative vote of the holders of record of outstanding shares representing at
least eighty percent (80%) of the voting power of all of the shares of capital
stock of the Corporation then entitled to vote generally in the election of
directors, voting together as a single class, shall be required to amend, alter
or repeal any provision of, or to adopt any provision inconsistent with, this
Article 9.
 
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<PAGE>
 
                                   ARTICLE 10.
                     AMENDMENTS TO THE AMENDED AND RESTATED
                 CERTIFICATE OF INCORPORATION; AMENDMENTS TO THE
                            BYLAWS OF THE CORPORATION
 
         SECTION 1. AMENDMENTS TO THE CERTIFICATE. The Corporation reserves the
right to amend, alter or repeal any provision contained in this Amended and
Restated Certificate of Incorporation in the manner now or hereinafter
prescribed by statute, and, except as set forth in Articles 6 and 7, all rights,
preferences and privileges conferred upon stockholders, directors or any other
persons by and pursuant to this Amended and Restated Certificate of
Incorporation in its present form or as hereafter amended are granted subject to
this reservation. Notwithstanding anything contained in this Amended and
Restated Certificate of Incorporation to the contrary, the affirmative vote of
the holders of record of outstanding shares representing at least eighty percent
(80%) of the voting power of all of the shares of capital stock of the
Corporation then entitled to vote generally in the election of directors, voting
together as a single class, shall be required to amend, alter or repeal any
provision of, or to adopt any provision inconsistent with, Article 5, Article 6,
Article 7 or Article 8 of this Amended and Restated Certificate of Incorporation
or this Article 10.
 
         SECTION 2. AMENDMENTS TO THE BYLAWS. The bylaws of the Corporation may
be altered or repealed and new bylaws may be adopted (1) at any annual or
special meeting of stockholders, by the affirmative vote of the holders of a
majority of the voting power of the stock issued and outstanding and entitled to
vote thereat, provided, however, that any proposed alteration or repeal of, or
the adoption of any bylaw inconsistent with, Sections 1.3, 1.10, 1.11 or 1.12 of
Article II, Sections 2.2, 2.3, 2.4 or 2.10 of Article III or Article VII of the
bylaws by the stockholders shall require the affirmative vote of the holders of
at least 80% of the voting power of all of the shares of capital stock of the
Corporation then entitled to vote generally in the election of directors, voting
together as a single class; and provided, further, however, that in the case of
any such stockholder action at a special meeting of stockholders, notice of the
proposed alteration, repeal or adoption of the new bylaw or bylaws must be
contained in the notice of such special meeting, or (2) by the affirmative vote
of a majority of the Whole Board.
 
         IN WITNESS WHEREOF, the Corporation has caused this Amended and
Restated Certificate of Incorporation to be signed by Anthony J. Nocella as
President and Chief Executive Officer of the Corporation this _____ day of
__________, 2003.
 
                                       FRANKLIN BANK CORP.
 
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<PAGE>
 
                                       By: _____________________________________
                                           Anthony J. Nocella
                                           President and Chief Executive Officer