Franklin Financial Corp Watch

from 8-K 42 pages 12,075,000 Shares Franklin Financial Corporation (A Virginia Corporation) Common Stock (Par Value $0.01 Per Share) Agency Agreement February 11, 2011

from S-1/A 31 pages 12,075,000 Shares Franklin Financial Corporation (A Virginia Corporation) Common Stock (Par Value $0.01 Per Share) Agency Agreement [ ], 2011

from S-1 9 pages Sandler O’neill & Partners, L.P. (“Sandler O’neill”) Is Pleased to Act as Financial Advisor and Marketing Agent to Franklin Financial Corporation Mhc (The “Mhc”) and Its Subsidiary, Franklin Federal Savings Bank (The “Bank”), in Connection With the Offer and Sale of Certain Shares of the Common Stock (The “Common Stock”) of the Proposed New Holding Company for the Bank to the Bank’s Eligible Account Holders in a Subscription Offering And, Under Certain Circumstances, to Members of the Bank’s Community in a Direct Community Offering and to the General Public in a Syndicated Community Offering (Collectively, the “Offering”). Mhc and the Bank Are Collectively Referred to Herein as the “Company” and Their Respective Boards of Directors Are Collectively Referred to Herein as the “Board.” This Letter Is to Confirm the Terms and Conditions of Our Engagement and Supercedes in Its Entirety Our Letter Agreement Dated June 18, 2008. Marketing Agent Services in Connection With Our Engagement, We Anticipate That Our Services Would Include the Following: 1. Consulting as to the Financial and Securities Market Implications of the Plan of Conversion and Any Related Corporate Documents; 2. Reviewing With the Board the Financial Impact of the Offering on the Company Based on the Independent Appraisal of the Common Stock; 3. Reviewing All Offering Documents, Including the Prospectus, Stock Order Forms and Related Offering Materials (It Being Understood That Preparation and Filing of Such Documents Will Be the Responsibility of the Company and Its Counsel);