Factor XII (FXII) is the zymogen of a plasma protease (FXIIa) that contributes to bradykinin generation by converting prekallikrein to the protease plasma kallikrein (PKa). FXII conversion to FXIIa by autocatalysis or PKa-mediated cleavage is enhanced when the protein binds to negatively charged "surfaces" such as polymeric orthophosphate. FXII is comprised of non-catalytic (heavy chain) and catalytic (light chain) regions. The heavy chain promotes FXII surface-binding and surface-dependent activation, but restricts activation when FXII is not surface-bound. From the N-terminus, the heavy chain contains fibronectin type II (FN2), epidermal growth factor-1 (EGF1), fibronectin type I (FN1), EGF2, and kringle (KNG) domains, and a proline-rich region (PRR). It shares this organization with its homolog, pro-hepatocyte growth factor activator (Pro-HGFA). To study the importance of heavy chain domains to FXII function, we prepared FXII with replacements of each domain with corresponding Pro-HGFA domains, and tested them in activation and activity assays. EGF1 is required for surface-dependent FXII autoactivation and surface-dependent prekallikrein activation by FXIIa. KNG and FN2 are important for limiting FXII activation in the absence of a surface by a process that may require interactions between a lysine/arginine binding site on KNG and basic residues elsewhere on FXII. This interaction is disrupted by the lysine analog Ɛ-aminocaproic acid. A model is proposed in which an Ɛ-aminocaproic acid-sensitive interaction between the KNG and FN2 domains maintains FXII in a conformation that restricts activation. Upon binding to a surface through EGF1, the KNG/FN2-dependent mechanism is inactivated, exposing the FXII activation cleavage site.