ADDENDUM TO INVESTMENT MANAGEMENT AGREEMENT

                            ADDENDUM TO
                  INVESTMENT MANAGEMENT AGREEMENT

      This Addendum  dated  January 1, 2008,  is to the  Investment
Management  Agreement  made as of May 1, 1994, as amended March 15,
2006, (the  "Agreement") by and between  Franklin  Custodian Funds,
Inc.,  a Maryland  corporation  ("Custodian  Funds"),  on behalf of
FRANKLIN GROWTH FUND (the "Fund"),  series of the Custodian  Funds,
and  Franklin  Investment  Advisory  Services,   LLC.,  a  Delaware
limited liability company, (the "Manager").


      WHEREAS,  both the  Manager and the  Custodian  Funds wish to
revised the  investment  management  fee schedule of the Agreement;
and

      WHEREAS,  the  Board of  Directors  of the  Custodian  Funds,
including  a  majority  of  the   Independent   Directors   of  the
Custodian   Funds   present  in  person,   approved  the  following
addendum at a meeting on December 3, 2007.

      NOW,  THEREFORE,  in consideration of the foregoing premises,
the parties hereto agree as follows:

     A.    For purposes of  calculating  such fee, the value of the
     net assets of the Fund shall be the net assets  computed as of
     the close of  business on the last  business  day of the month
     preceding  the  month  in which  the  payment  is being  made,
     determined  in the same manner as the Fund uses to compute the
     value of its net assets in connection  with the  determination
     of the net asset value of the Fund's shares,  all as set forth
     more fully in the Fund's  current  prospectus and statement of
     additional  information.  The  annual  rate of the  management
     fee shall be as follows:

           0.625%  of the  value of net  assets up to and
           including $100 million;

           0.500%  of the value of net  assets  over $100
           million and not over $250 million;

           0.450%  of the value of net  assets  over $250
           million and not over $7.5 billion;

           0.440%  of the value of net  assets  over $7.5
           billion and not over $10 billion;

           0.430% of the value of net assets  over $10 billion
           and not over $12.5 billion;

           0.420% of the value of net  assets  over $12.5
           billion and not over $15 billion;

           0.400%  of the  value of net  assets  over $15
           billion and not over $17.5 billion;

           0.380% of the value of net  assets  over $17.5
           billion and not over $20 billion;

           0.360%  of the  value of net  assets  over $20
           billion and not over $35 billion;

           0.355%  of the  value of net  assets  over $35
           billion and not over $50 billion; and

           0.350%  of the  value of net  assets in excess
           of $50 billion.

      IN  WITNESS  WHEREOF,  this  Addendum  has been  executed  on
behalf of each party as of the date set forth above.


FRANKLIN CUSTODIAN FUNDS, INC.
on behalf of Franklin Growth Fund


By:  /s/ XXXXX X. XXXXXXXX
     Xxxxx X. Xxxxxxxx
Title:     Vice President and Secretary



FRANKLIN INVESTMENT ADVISORY SERVICES, LLC


By:  /s/ XXXX X. XXXX
     Xxxx X. Xxxx
Title:     President