Deferred Compensation Agreement for Director’s Fees Sample Contracts

AMENDMENT TO DEFERRED COMPENSATION AGREEMENT FOR DIRECTOR’S FEES
Deferred Compensation Agreement for Director’s Fees • December 14th, 2005 • Franklin Resources Inc • Investment advice

This Amendment to Deferred Compensation Agreement for Director’s Fees (the “Amendment”) is entered into as of the __th day of November, 2005 by and between Franklin Resources, Inc., a Delaware corporation (the “Company”), located at One Franklin Parkway, San Mateo, California 94403-1906, and the non-employee director of the Company whose name is set forth on the signature page of this Amendment (the “Participant”).

Amended and Restated October 18, 2005 FRANKLIN RESOURCES, INC. DEFERRED COMPENSATION AGREEMENT FOR DIRECTOR’S FEES
Deferred Compensation Agreement for Director’s Fees • October 20th, 2005 • Franklin Resources Inc • Investment advice • California

This Franklin Resources, Inc. Deferred Compensation Agreement for Director’s Fees is amended and restated as of the 18th day of October, 2005 by and between Franklin Resources, Inc., a Delaware corporation, located at One Franklin Parkway, San Mateo, California 94403-1906, and Louis E. Woodworth, a non-employee director of Franklin Resources, Inc.