SECOND SUPPLEMENTAL INDENTURE

Exhibit 4.1

THIS SECOND SUPPLEMENTAL INDENTURE, dated as of May 20, 2010 (the “Second Supplemental Indenture”), by and between FRANKLIN RESOURCES, INC., a Delaware corporation having its principal executive offices located at Xxx Xxxxxxxx Xxxxxxx, Xxx Xxxxx, Xxxxxxxxxx 00000 (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association having its main office located at 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, as successor trustee (the “Trustee”), is to that certain Indenture, dated as of May 19, 1994, between the Company and the Trustee as amended and supplemented by a First Supplemental Indenture, dated as of October 9, 1996 (collectively, and as further supplemented hereby, the “Indenture”). Capitalized terms used and not otherwise defined in this Second Supplemental Indenture shall have the meanings ascribed thereto in the Indenture.

RECITALS

WHEREAS, Sections 201, 301 and 901 of the Indenture provide, among other things, that the Company and the Trustee may enter into indentures supplemental to the Indenture, without notice to or consent of any Holders of Securities, to establish the form or specific terms applicable to any series of Securities;

WHEREAS, the Company desires and has requested the Trustee to join with it in the execution and delivery of this Second Supplemental Indenture providing for the creation and issuance of three series of Securities under the Indenture, the titles of which shall be the “2.000% Notes due 2013” (the “2013 Notes”), the “3.125% Notes due 2015” (the “2015 Notes”) and the “4.625% Notes due 2020” (the “2020 Notes” and, together with the 2013 Notes and the 2015 Notes, the “Notes”);

WHEREAS, this Second Supplemental Indenture has been duly authorized by all necessary corporate action on the part of the Company; and

WHEREAS, pursuant to this Second Supplemental Indenture, the Company shall issue and deliver, and the Trustee shall authenticate, the 2013 Notes, the 2015 Notes and the 2020 Notes pursuant to the terms of this Second Supplemental Indenture and substantially in the Form of Global Note for the 2013 Notes as set forth as Annex A-1 hereto (the “2013 Global Note”), for the 2015 Notes as set forth as Annex A-2 hereto (the “2015 Global Note”) and for the 2020 Notes as set forth in Annex A-3 hereto (the “2020 Global Note” and, together with the 2013 Global Note and the 2015 Global Note, the “Global Note”);

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

ARTICLE I

Terms of the Notes

Section 1.1 Amount and Denominations. There is hereby established pursuant to and under the Indenture (i) a series of Securities titled the “2.000% Notes due 2013,” (ii) a series of Securities titled the “3.125% Notes due 2015” and (iii) a series of Securities titled the “4.625% Notes due 2020.” The aggregate principal amount in which the Notes may be initially authenticated and delivered under this

Second Supplemental Indenture is limited to: (i) $300,000,000 aggregate principal amount of 2013 Notes, (ii) $250,000,000 aggregate principal amount of 2015 Notes and (iii) $350,000,000 aggregate principal amount of 2020 Notes; provided, however, that the Company and the Trustee may authenticate and deliver, and the Company may issue, additional Notes from time to time in an unlimited amount, subject to compliance with the terms and conditions of the Indenture. The Notes shall be denominated in United States dollars in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Notes will be issued in global form.

Section 1.2 Maturity. The 2013 Notes shall mature on May 20, 2013; the 2015 Notes shall mature on May 20, 2015; and the 2020 Notes shall mature on May 20, 2020 (each, a “Stated Maturity”).

Section 1.3 Interest and Interest Rate. Each 2013 Note shall bear interest from May 20, 2010, at the annual rate of 2.000%. Each 2015 Note shall bear interest from May 20, 2010, at the annual rate of 3.125%. Each 2020 Note shall bear interest from May 20, 2010, at the annual rate of 4.625%. Interest on the Notes shall be payable semi-annually in arrears on May 20 and November 20 of each year (each, an “Interest Payment Date”), commencing November 20, 2010, to the Persons in whose names the Notes are registered at the close of business on the immediately preceding May 1 and November 1, respectively, subject to certain exceptions set forth in the 2013 Global Note, 2015 Global Note and 2020 Global Note, attached hereto as Annex X-0, X-0 xxx X-0, respectively. The amount of interest payable on the Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months. If any Interest Payment Date or the Maturity Date of the Notes is not a Business Day, then the related payment of interest and/or principal on such date will be paid on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or Maturity Date and no further interest will accrue in respect of the delay.

Section 1.4 Ranking. The Notes will be unsecured and unsubordinated obligations of the Company and will rank equal in right of payment with respect to each other and to all the other existing and future unsubordinated Indebtedness of the Company.

Section 1.5 Optional Redemption. The Notes of each series shall be redeemable as a whole or in part, at the Company’s option, at any time at a redemption price (as calculated by the Company) equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus (A) 15 basis points, in the case of the 2013 Notes, (B) 20 basis points, in the case of the 2015 Notes, and (C) 25 basis points, in the case of the 2020 Notes, plus accrued interest thereon to the date of redemption.

For purposes of this Section 1.5:

“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity or interpolated yield to maturity (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

“Comparable Treasury Issue” means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the remaining term of such Notes.

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Company.

“Comparable Treasury Price” means, with respect to any redemption date, (A) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m. New York time on the third Business Day preceding such redemption date.

“Reference Treasury Dealer” means each of Banc of America Securities LLC and Xxxxxx Xxxxxxx & Co. Incorporated, or their affiliates which are primary U.S. government securities dealers, and their respective successors; provided, however, that if any of the foregoing or their affiliates shall cease to be a primary U.S. government securities dealer in The City of New York (a “Primary Treasury Dealer”), the Company shall substitute therefor another Primary Treasury Dealer.

Notice of any redemption shall be given by the Company or by the Trustee, at the written request and expense of the Company, at least 30 days but not more than 60 days before the redemption date to each Holder of the Notes. In connection with any redemption, the Company shall deliver to the Trustee an Officers’ Certificate setting forth the calculation of the redemption price no later than two (2) Business Days prior to the redemption date.

Unless there occurs a default in payment of the redemption price, on and after the redemption date interest shall cease to accrue on the Notes or portions thereof called for redemption.

Section 1.6 Sinking Fund. The Notes shall not be subject to the operation of any sinking fund or an analogous provision.

Section 1.7 Covenants. In addition to the covenants set forth in Article Ten of the Indenture, the following covenant shall apply to the Notes:

Limitation on Liens. The Company shall not, and shall not cause or permit any Included Subsidiary to, create, assume, incur or guarantee any Indebtedness for money borrowed that is secured by a pledge, mortgage or other lien on any Voting Stock or profit participating equity interests of the Included Subsidiaries or any entity that succeeds (whether by merger, consolidation, sale of assets or otherwise) to all or any substantial part of the business of the Included Subsidiaries, without providing that the Notes (together with, if the Company shall so determine, any other Indebtedness of, or guarantee by, the Company ranking equally with the Notes and existing as of the date hereof or thereafter created) shall be secured equally and ratably with or prior to all other Indebtedness secured by such pledge, mortgage or other lien on the Voting Stock or profit participating equity interests of the Included Subsidiaries. This covenant shall not limit the ability of the Company or the ability of its subsidiaries to incur Indebtedness or other obligations secured by liens on assets other than the Voting Stock or profit participating equity interests of the Included Subsidiaries, nor shall this covenant apply to Permitted Liens.

For purposes of this Section 1.7:

“Consolidated Net Worth” means, at a particular date, all amounts which would be included, under stockholders’ equity, on a consolidated balance sheet of the Company and its Included Subsidiaries determined on a consolidated basis in accordance with GAAP as at such date.

“Included Subsidiary” means any Subsidiary of the Company other than any Banking Subsidiary, Finance Subsidiary, Insurance Subsidiary or Real Estate Subsidiary.

“Banking Subsidiary” means, at any time, Fiduciary Trust Company International, Franklin Xxxxxxxxx Bank and Trust Company, F.S.B. or any other Subsidiary of the Company licensed to engage, and principally engaged, at such time in the banking or trust business or any Subsidiary of any such Subsidiary.

“Finance Subsidiary” means Franklin Capital Corporation or any other Subsidiary of the Company created for the sole purpose of acting as a finance or securitization subsidiary.

“GAAP” means generally accepted accounting principles in the United States of America in effect from time to time.

“Insurance Subsidiary” means, at any time, any Subsidiary of the Company licensed to engage, and principally engaged, at such time in the insurance business or any Subsidiary of such Subsidiary.

“Permitted Liens” means

(i) liens existing at the time an entity becomes a Subsidiary of the Company or is merged into the Company or a Subsidiary of the Company,

(ii) statutory liens, liens granted to comply with regulatory requirements, liens for taxes or assessments or governmental charges or levies not yet due or delinquent or which can be paid without penalty or are being contested in good faith,

(iii) liens on any Voting Stock or profit participating equity interests of any Subsidiary of the Company that is acquired after the date hereof to secure or provide for the payment of the purchase price or acquisition cost thereof,

(iv) liens in favor of the Company or any Subsidiary,

(v) liens in existence on the date hereof,

(vi) liens (not otherwise permitted under this Section 1.7) which secure obligations in an aggregate amount at any one time outstanding not exceeding 7% of the Consolidated Net Worth, measured at the time of the creation, incurrence or assumption of any such lien and based upon the Consolidated Net Worth as at the end of the most recently completed fiscal quarter of the Company for which financial statements are publicly available, and

(vii) any extension, renewal, substitution, refinancing or replacement (or successive extensions, renewals, substitutions or replacements), in whole or in part, of any lien referred to in the foregoing clauses (i), (iii) and (v) that is secured by the same collateral that originally secured the lien.

“Real Estate Subsidiary” means, at any time, any Subsidiary of the Company principally engaged at such time in the real estate investment and property management business or any Subsidiary of any such Subsidiary.

“Subsidiary” means, as to any Person at any time of determination, a corporation, partnership or other entity (other than any Fund or any other investment company or similar investment entity existing under foreign law substantially equivalent to an investment company) of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries or Subsidiaries, or both, by such person. “Funds” means the collective reference to all investment companies advised by the Company or any of its Subsidiaries.

“Voting Stock” means, with respect to any specified “person” (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date, the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.”

Section 1.8 Events of Default. Clauses (1), (2), (3) and (4) of Section 501 of the Indenture shall apply to the Notes. Clauses (5), (6) and (7) of Section 501 of the Indenture shall not apply to the Notes, but shall instead be replaced by the following:

(5) If any event of default as defined in any mortgage, indenture or instrument under which there may be issued, or by which there may be secured or evidenced, any Indebtedness of the Company or any Significant Subsidiary, whether such Indebtedness now exists or shall hereafter be created, shall happen and shall result in such Indebtedness in principal amount in excess of $75,000,000 becoming or being declared due and payable prior to the date on which it would otherwise become due and payable, and such acceleration shall not be rescinded or annulled, or such Indebtedness shall not have been discharged, within a period of 30 days after there shall have been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Notes, a written notice specifying such event of default and requiring the Company to cause such acceleration to be rescinded or annulled or to cause such Indebtedness to be discharged and stating that such notice is a “Notice of Default” hereunder; or

(6) The entry by a court having competent jurisdiction of:

(a) a decree or order for relief in respect of the Company or any Significant Subsidiary in an involuntary proceeding under any applicable bankruptcy, insolvency, reorganization or other similar law and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or

(b) a decree or order adjudging the Company or any Significant Subsidiary to be insolvent, or approving a petition seeking reorganization, arrangement, adjustment or composition of the Company or any Significant Subsidiary and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or

(c) a final and non-appealable order appointing a custodian, receiver, liquidator, assignee, trustee or other similar official of the Company or any Significant Subsidiary or of any substantial part of the property of the Company or any Significant Subsidiary, as the case may be, or ordering the winding up or liquidation of the affairs of the Company or any Significant Subsidiary; or

(7) The commencement by the Company or any Significant Subsidiary of a voluntary proceeding under any applicable bankruptcy, insolvency, reorganization or other similar law or of a voluntary proceeding seeking to be adjudicated insolvent or the consent by the Company or any Significant Subsidiary to the entry of a decree or order for relief in an involuntary proceeding under any applicable bankruptcy, insolvency, reorganization or other similar law or to the commencement of any insolvency proceedings against it, or the filing by the Company or any Significant Subsidiary of a petition or answer or consent seeking reorganization or relief under any applicable law, or the consent by the Company or any Significant Subsidiary to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee or similar official of the Company or any Significant Subsidiary or any substantial part of the property of the Company or any Significant Subsidiary or the making by the Company or any Significant Subsidiary of an assignment for the benefit of creditors, or the taking of corporate action by the Company or any Significant Subsidiary in furtherance of any such action.

For purposes of this Section 1.8:

“Significant Subsidiary” means any subsidiary that would be a “significant subsidiary” of the Company within the meaning of Rule 1-02 under Regulation S-X under the Securities Act of 1933, as amended, promulgated by the Commission.

Section 1.9 Legal Defeasance and Covenant Defeasance. Section 402 of Article Four of the Indenture shall not apply to the Notes. Instead, the following provisions shall apply to the Notes:

(a) Company’s Option to Effect Defeasance or Covenant Defeasance. The Company may, at its option, effect defeasance of any series of Notes under Section 1.9(b), or covenant defeasance of any series of Notes under Section 1.9(c), in accordance with this section.

(b) Defeasance and Discharge. Upon the Company’s exercise of the above option applicable to this Section 1.9(b) with respect to any Notes of such series, the Company shall be deemed to have been discharged from its obligations with respect to all Outstanding Notes (excluding those obligations which survive payment) of such series on the date the conditions set forth in Section 1.9(d) are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by such Outstanding Notes of such series, which shall thereafter be deemed to be “Outstanding” only for the purposes of the other Sections of the Indenture referred to in (A) and (B) below, and to have satisfied all its other obligations under such Notes of such series and this Indenture insofar as such Notes of such series are concerned (and the Trustee, at the written request and expense of the Company, shall execute proper instruments, prepared by the Company, acknowledging the same in accordance with the Indenture), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of such Outstanding Notes of such series to receive, solely from the trust fund described in Section 1.9(d) and as more fully set forth in such section, payments in respect of the principal, premium, if any, and interest, if any, on such Notes of such series when such payments are due, (B) the Company’s obligations with respect to such Notes of such series under Sections 304, 305, 306, 1002 and 1103 of the Indenture, (C) the rights, powers, trusts, duties, indemnity and immunities of the Trustee under the Indenture and hereunder, (D) Article Four of the Indenture, and (E) this Section 1.9. Subject to compliance with this Section 1.9, the Company may exercise its option under this section notwithstanding the prior exercise of its option under Section 1.9(c) with respect to such Notes of such series.

(c) Covenant Defeasance. Upon the Company’s exercise of the above option applicable to this section with respect to any Notes of such series, the Company shall be released from its obligations

under Sections 1007 and 1008 of the Indenture, its obligations under each and every covenant (other than Section 1001 of the Indenture but including Section 1.7 hereof) and the provisions of Section 1.8 applicable to Significant Subsidiaries, with respect to such Outstanding Notes of such series on and after the date the conditions set forth in Section 1.9(d) are satisfied (hereinafter, “covenant defeasance”), and such Notes of such series shall thereafter be deemed not to be “Outstanding” for the purposes of any direction, waiver, consent or declaration or Act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “Outstanding” for all other purposes hereunder. For this purpose, such covenant defeasance means that, with respect to such Outstanding Notes of such series, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant or provision, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or provision or by reason of reference in any such covenant or provision to any other provision herein or in any other document and such omission to comply shall not constitute a default or an Event of Default under Section 501(4) of the Indenture or otherwise, as the case may be, but, except as specified above, the remainder of this Indenture and such Notes of such series shall be unaffected thereby.

(d) Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 1.9(b) or Section 1.9(c) to any Outstanding Notes of such series:

(1) The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 606 of the Indenture who shall agree to comply with the provisions of this Section 1.9 applicable to it) in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Notes of such series, (A) money in an amount (in such Currency in which such Notes of such series are then specified as payable at Stated Maturity), or (B) U.S. Government Obligations applicable to such Notes of such series (determined on the basis of the Currency in which such Notes of such series are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest, if any, in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal, premium, if any, and interest, if any, under such Notes of such series, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal, premium, if any, and interest, if any, on such Outstanding Notes of such series on the Stated Maturity (or Redemption Date, if applicable) of such principal, premium, if any, or installment or interest, if any, on the day on which such payments are due and payable in accordance with the terms hereof; provided, however, that the Trustee shall have been irrevocably instructed by the Company, in writing, to apply such money or the proceeds of such U.S. Government Obligations to said payments with respect to such Notes. Before such a deposit, the Company shall give to the Trustee, in accordance with Section 1102 of the Indenture, a written notice of its election to redeem all or any portion of such Outstanding Notes of such series at a future date in accordance with the terms of the Notes of such series and Article Eleven of the Indenture, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.

(2) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, the Indenture.

(3) In the case of covenant defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the Outstanding Notes of such series will

not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.

(4) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 1.9(b) or the covenant defeasance under Section 1.9(c) (as the case may be) have been satisfied.

For purposes of this Section 1.9, “U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable or redeemable at the option of the issuer or issuers thereof.

Section 1.10 Amendment. Section 902 of the Indenture shall apply to the Notes, except that the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes shall be required to effect the amendments contemplated thereby that otherwise would require the consent of Holders of not less than 66²/3% in principal amount of the Outstanding Notes.

ARTICLE II

Miscellaneous

Section 2.1 Indenture Remains in Full Force and Effect. Except as supplemented hereby, all provisions in the Indenture shall remain in full force and effect.

Section 2.2 Indenture and Second Supplemental Indenture Construed Together. This Second Supplemental Indenture is an indenture supplemental to the Indenture, and the Indenture and this Second Supplemental Indenture shall be read and construed together for the purpose of the issuance of the Securities hereby.

Section 2.3 Confirmation and Preservation of Indenture. The Indenture as supplemented by this Second Supplemental Indenture is in all respects confirmed and preserved.

Section 2.4 Conflict with Trust Indenture Act. If any provision of this Second Supplemental Indenture limits, qualifies or conflicts with any provision of the TIA that is required under the TIA to be part of and govern any provision of this Second Supplemental Indenture, the provision of the TIA shall control. If any provision of this Second Supplemental Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the provision of the TIA shall be deemed to apply to the Indenture as so modified or to be excluded by this Second Supplemental Indenture, as the case may be.

Section 2.5 Severability. In case any provision in this Second Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of the Indenture shall not in any way be affected or impaired thereby.

Section 2.6 Benefits of Second Supplemental Indenture. Nothing in this Second Supplemental Indenture or the Notes, express or implied, shall give to any Person, other than the parties hereto and thereto and their successors hereunder and thereunder and the Holders of the Notes, any benefit of any legal or equitable right, remedy or claim under the Indenture, this Second Supplemental Indenture or the Notes.

Section 2.7 Successors. All agreements of the Company in this Second Supplemental Indenture with respect to the issuance of the Notes hereby shall bind its successors except as provided in the Indenture. All agreements of the Trustee in this Second Supplemental Indenture shall bind its successors.

Section 2.8 Appointment of Trustee as Paying Agent and Security Registrar. The Company hereby initially appoints the Trustee to act as, and the Trustee hereby accepts and agrees to perform the duties and responsibilities of, the Paying Agent and Security Registrar for the Notes.

Section 2.9 Certain Duties and Responsibilities of the Trustee. In entering into this Second Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture and the Notes relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided. The recitals contained herein are made by the Company and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this Second Supplemental Indenture. All rights, protections, privileges, indemnities and benefits granted or afforded to the Trustee under the Indenture shall be deemed incorporated herein by this reference and shall be deemed applicable to all actions taken, suffered or omitted by the Trustee and in its role as Paying Agent and Security Registrar under this Second Supplemental Indenture.

Section 2.10. The Trustee. For purposes of the Notes, the following sections shall be added to Article Six of the Indenture:

Section 611. Duties of Trustee. In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

Section 612. Incumbency Certificate. The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specific actions pursuant to the Indenture.

Section 613. Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Section 614. Notices to Trustee. The Trustee agrees to accept and act upon facsimile transmission of written instructions and directions pursuant to the Indenture given by the Company; provided, however, that: (i) the Company, subsequent to such facsimile transmission of written instructions and/or directors, shall provide the originally executed instructions and/or directions to the Trustee in a timely manner and (ii) such originally executed instructions and/or directions shall be signed by an Authorized “Officer” of the Company.

Section 615. Address for Notices to Trustee.

The Bank of New York Mellon Trust Company, N.A

000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 000

Xxx Xxxxxxx, XX 00000

Fax: (000) 000-0000

Section 2.11 Governing Law. This Second Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York applicable to agreements made or instruments entered into and, in each case, performed in said state.

Section 2.12 Multiple Originals. The parties may sign any number of copies of this Second Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Second Supplemental Indenture.

Section 2.13 Headings. The Article and Section headings herein have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the date first written above.


*Company*

FRANKLIN RESOURCES, INC.

By:		/s/ Xxxxxxx X. Xxxxx
Name:		Xxxxxxx X. Xxxxx
Title:		Executive Vice President and Chief Financial Officer


*Trustee*

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

By:		/s/ Xxxxxx Xxxxx
Name:		Xxxxxx Xxxxx
Title:		Vice President

ANNEX A-1

THIS NOTE IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


REGISTERED		$[ ]

No. [ ]		CUSIP No. 354613 AE1

FRANKLIN RESOURCES, INC.

2.000% NOTES DUE 2013

Franklin Resources, Inc., a Delaware corporation (the “Company”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal amount stated above on May 20, 2013 (the “Maturity Date”) and to pay interest thereon at the rate per annum equal to 2.000% (the “Interest Rate”) until the principal hereof is fully paid or duly made available for payment. The Company will pay interest at the Interest Rate per annum specified above (computed on the basis of a 360-day year consisting of twelve 30-day months) semi-annually in arrears on May 20 and November 20 of each year (each an “Interest Payment Date”) commencing November 20, 2010 and on the Maturity Date on said principal amount. Interest on this Note will accrue from the most recent Interest Payment Date to which interest has been paid or duly provided for or, if no interest has been paid, from May 20, 2010 until the principal hereof has been paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on the Interest Payment Dates, will, as provided in the Indenture referred to below, be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be May 1 or November 1, whether or not a Business Day, as the case may be, immediately preceding such Interest Payment Date; provided, however, that interest payable on the Maturity Date will be payable to the Person to whom the principal hereof shall be payable; and provided, further, however, that if such Interest Payment Date or the Maturity Date would fall on a day that is not a Business Day, such Interest Payment Date or the Maturity Date shall be the next succeeding Business Day. Any such interest which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date shall forthwith cease to be payable to the Holder on such Regular Record Date, and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to the Holder of this Note not less than ten days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.

Payment of the principal of and interest on this Note shall be made at the office or agency of the Trustee maintained for that purpose in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debt; provided, however, that payment of interest on any Interest Payment Date (other than the Maturity Date) may be made at the option of the Company by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register, or by wire transfer of immediately available funds, if the registered Holder has so requested by a notice in writing delivered to the Trustee not less than 16 days prior to the Interest Payment Date on which such payment is due, which notice shall provide appropriate instructions for such transfer.

The principal hereof and interest due at maturity will be paid upon maturity in immediately available funds against presentation of this Note at the office or agency of the Trustee maintained for that purpose in the Borough of Manhattan, The City of New York.

REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH ON THE FACE HEREOF.

This Note shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made or instruments entered into and performed in said state.

Unless the certificate of authentication hereon has been executed by The Bank of New York Mellon Trust Company, N.A. as the Trustee under the Indenture, or its successor thereunder by the manual signature of one of its authorized signatories, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

Dated: May 20, 2010


FRANKLIN RESOURCES, INC.

By:
Name:
Title:

Attested:

This is one of the Notes of the series designated therein referred to in the within-mentioned Indenture.


THE BANK OF NEW YORK TRUST MELLON COMPANY, N.A., as Trustee

By:
		Authorized Signatory

[Reverse of Note]

FRANKLIN RESOURCES INC.

2.000% NOTES DUE 2013

This Note is one of a duly authorized issue of debentures, notes or other evidences of Indebtedness (hereinafter called the “Securities”) of the Company of the series hereinafter specified, all such Securities issued and to be issued under the Indenture, dated as of May 19, 1994, as amended by a First Supplemental Indenture, dated as of October 9, 1996 and as further amended and supplemented by the Second Supplemental Indenture, dated as of May 20, 2010 (as so amended and supplemented, the “Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as successor in interest to Chemical Bank, as trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures or officers’ certificates, as applicable, supplemental thereto, reference is hereby made for a statement of the respective rights and limitations of rights thereunder of the Company, the Trustee and the Holders of the Securities, and the terms upon which the Securities are, and are to be, authenticated and delivered. As provided in the Indenture, Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption provisions, if any, may be subject to different repayment provisions, if any, may be subject to different sinking, purchase or analogous funds, if any, may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture provided or permitted. This Note is one of a series of the Securities designated as 2.000% Notes due 2013 (the “Notes”). The Notes are unsecured and unsubordinated obligations of the Company and rank equal in right of payment to all other unsubordinated Indebtedness of the Company. The Notes are not subject to the operation of any sinking fund or an analogous provision.

The Notes are redeemable, as a whole or in part, at the Company’s option at any time at a redemption price (as calculated by the Company) equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) the sum as determined by the Company of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points, plus accrued interest thereon to the date of redemption. Notice of any redemption will be given by the Company or the Trustee at the written request and expense of the Company at least 30 days but not more than 60 days before the redemption date to each Holder of the Notes. In connection with any redemption, the Company shall deliver the Trustee an Officers’ Certificate setting forth the calculation of the redemption price no later than two (2) Business Days prior to the redemption date. Unless there occurs a default in payment of the redemption price, on and after the redemption date interest shall cease to accrue on the Notes or portions thereof called for redemption.

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Company.

If any Event of Default (as defined in the Indenture) with respect to the Notes shall occur and be continuing, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Notes may declare the principal of all the Notes due and payable in the manner and with the effect provided in the Indenture.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Notes at the time Outstanding, on behalf of the Holders of all Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Note.

Holders of Notes may not enforce their rights pursuant to the Indenture or the Notes except as provided in the Indenture. No reference herein to the Indenture and no provision of this Note or the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the time, place, and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note may be registered on the Security Register of the Company, upon surrender of this Note for registration of transfer at the office or agency of the Company in the Borough of Manhattan, The City of New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company, and this Note duly executed by, the Holder hereof or by his attorney duly authorized in writing and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

The Notes are issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, this Note is exchangeable for a like aggregate principal amount of Notes of different authorized denominations as requested by the Holder surrendering the same.

No service charge will be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to the due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice of the contrary.

All capitalized terms used in this Note and not otherwise defined herein shall have the meanings assigned to them in the Indenture.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned

hereby sell(s), assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE

the within Note and all rights thereunder, hereby irrevocably constituting and appointing

Attorney to transfer said Note on the books of the Company, with full power of substitution in the premises.


Dated:


(Signature Guarantee)

ANNEX A-2


REGISTERED		$[ ]

No. [ ]		CUSIP No. 354613 AF8

FRANKLIN RESOURCES, INC.

3.125% NOTES DUE 2015

Franklin Resources, Inc., a Delaware corporation (the “Company”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal amount stated above on May 20, 2015 (the “Maturity Date”) and to pay interest thereon at the rate per annum equal to 3.125% (the “Interest Rate”) until the principal hereof is fully paid or duly made available for payment. The Company will pay interest at the Interest Rate per annum specified above (computed on the basis of a 360-day year consisting of twelve 30-day months) semi-annually in arrears on May 20 and November 20 of each year (each an “Interest Payment Date”) commencing November 20, 2010 and on the Maturity Date on said principal amount. Interest on this Note will accrue from the most recent Interest Payment Date to which interest has been paid or duly provided for or, if no interest has been paid, from May 20, 2010 until the principal hereof has been paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on the Interest Payment Dates, will, as provided in the Indenture referred to below, be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be May 1 or November 1, whether or not a Business Day, as the case may be, immediately preceding such Interest Payment Date; provided, however, that interest payable on the Maturity Date will be payable to the Person to whom the principal hereof shall be payable; and provided, further, however, that if such Interest Payment Date or the Maturity Date would fall on a day that is not a Business Day, such Interest Payment Date or the Maturity Date shall be the next succeeding Business Day. Any such interest which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date shall forthwith cease to be payable to the Holder on such Regular Record Date, and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to the Holder of this Note not less than ten days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.

This Note shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made or instruments entered into and performed in said state.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

Dated: May 20, 2010


FRANKLIN RESOURCES, INC.

By:
Name:
Title:

Attested:

This is one of the Notes of the series designated therein referred to in the within-mentioned Indenture.


THE BANK OF NEW YORK TRUST MELLON COMPANY, N.A., as Trustee

By:
		Authorized Signatory

[Reverse of Note]

FRANKLIN RESOURCES INC.

3.125% NOTES DUE 2015

This Note is one of a duly authorized issue of debentures, notes or other evidences of Indebtedness (hereinafter called the “Securities”) of the Company of the series hereinafter specified, all such Securities issued and to be issued under the Indenture, dated as of May 19, 1994, as amended by a First Supplemental Indenture, dated as of October 9, 1996 and as further amended and supplemented by the Second Supplemental Indenture, dated as of May 20, 2010 (as so amended and supplemented, the “Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as successor in interest to Chemical Bank, as trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures or officers’ certificates, as applicable, supplemental thereto, reference is hereby made for a statement of the respective rights and limitations of rights thereunder of the Company, the Trustee and the Holders of the Securities, and the terms upon which the Securities are, and are to be, authenticated and delivered. As provided in the Indenture, Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption provisions, if any, may be subject to different repayment provisions, if any, may be subject to different sinking, purchase or analogous funds, if any, may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture provided or permitted. This Note is one of a series of the Securities designated as 3.125% Notes due 2015 (the “Notes”). The Notes are unsecured and unsubordinated obligations of the Company and rank equal in right of payment to all other unsubordinated Indebtedness of the Company. The Notes are not subject to the operation of any sinking fund or an analogous provision.

The Notes are redeemable, as a whole or in part, at the Company’s option at any time at a redemption price (as calculated by the Company) equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) the sum as determined by the Company of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, plus accrued interest thereon to the date of redemption. Notice of any redemption will be given by the Company or the Trustee at the written request and expense of the Company at least 30 days but not more than 60 days before the redemption date to each Holder of the Notes. In connection with any redemption, the Company shall deliver the Trustee an Officers’ Certificate setting forth the calculation of the redemption price no later than two (2) Business Days prior to the redemption date. Unless there occurs a default in payment of the redemption price, on and after the redemption date interest shall cease to accrue on the Notes or portions thereof called for redemption.

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Company.

All capitalized terms used in this Note and not otherwise defined herein shall have the meanings assigned to them in the Indenture.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned

hereby sell(s), assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE

the within Note and all rights thereunder, hereby irrevocably constituting and appointing

Attorney to transfer said Note on the books of the Company, with full power of substitution in the premises.


Dated:


(Signature Guarantee)

ANNEX A-3


REGISTERED		$[ ]

No. [ ]		CUSIP No. 354613 AG6

FRANKLIN RESOURCES, INC.

4.625% NOTES DUE 2020

Franklin Resources, Inc., a Delaware corporation (the “Company”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal amount stated above on May 20, 2020 (the “Maturity Date”) and to pay interest thereon at the rate per annum equal to 4.625% (the “Interest Rate”) until the principal hereof is fully paid or duly made available for payment. The Company will pay interest at the Interest Rate per annum specified above (computed on the basis of a 360-day year consisting of twelve 30-day months) semi-annually in arrears on May 20 and November 20 of each year (each an “Interest Payment Date”) commencing November 20, 2010 and on the Maturity Date on said principal amount. Interest on this Note will accrue from the most recent Interest Payment Date to which interest has been paid or duly provided for or, if no interest has been paid, from May 20, 2010 until the principal hereof has been paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on the Interest Payment Dates, will, as provided in the Indenture referred to below, be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be May 1 or November 1, whether or not a Business Day, as the case may be, immediately preceding such Interest Payment Date; provided, however, that interest payable on the Maturity Date will be payable to the Person to whom the principal hereof shall be payable; and provided, further, however, that if such Interest Payment Date or the Maturity Date would fall on a day that is not a Business Day, such Interest Payment Date or the Maturity Date shall be the next succeeding Business Day. Any such interest which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date shall forthwith cease to be payable to the Holder on such Regular Record Date, and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to the Holder of this Note not less than ten days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.

This Note shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made or instruments entered into and performed in said state.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

Dated: May 20, 2010


FRANKLIN RESOURCES, INC.

By:
Name:
Title:

Attested:

This is one of the Notes of the series designated therein referred to in the within-mentioned Indenture.


THE BANK OF NEW YORK TRUST MELLON COMPANY, N.A., as Trustee

By:
		Authorized Signatory

[Reverse of Note]

FRANKLIN RESOURCES INC.

4.625% NOTES DUE 2020

This Note is one of a duly authorized issue of debentures, notes or other evidences of Indebtedness (hereinafter called the “Securities”) of the Company of the series hereinafter specified, all such Securities issued and to be issued under the Indenture, dated as of May 19, 1994, as amended by a First Supplemental Indenture, dated as of October 9, 1996 and as further amended and supplemented by the Second Supplemental Indenture, dated as of May 20, 2010 (as so amended and supplemented, the “Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as successor in interest to Chemical Bank, as trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures or officers’ certificates, as applicable, supplemental thereto, reference is hereby made for a statement of the respective rights and limitations of rights thereunder of the Company, the Trustee and the Holders of the Securities, and the terms upon which the Securities are, and are to be, authenticated and delivered. As provided in the Indenture, Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption provisions, if any, may be subject to different repayment provisions, if any, may be subject to different sinking, purchase or analogous funds, if any, may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture provided or permitted. This Note is one of a series of the Securities designated as 4.625% Notes due 2020 (the “Notes”). The Notes are unsecured and unsubordinated obligations of the Company and rank equal in right of payment to all other unsubordinated Indebtedness of the Company. The Notes are not subject to the operation of any sinking fund or an analogous provision.

The Notes are redeemable, as a whole or in part, at the Company’s option at any time at a redemption price (as calculated by the Company) equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) the sum as determined by the Company of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points, plus accrued interest thereon to the date of redemption. Notice of any redemption will be given by the Company or the Trustee at the written request and expense of the Company at least 30 days but not more than 60 days before the redemption date to each Holder of the Notes. In connection with any redemption, the Company shall deliver the Trustee an Officers’ Certificate setting forth the calculation of the redemption price no later than two (2) Business Days prior to the redemption date. Unless there occurs a default in payment of the redemption price, on and after the redemption date interest shall cease to accrue on the Notes or portions thereof called for redemption.

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Company.

All capitalized terms used in this Note and not otherwise defined herein shall have the meanings assigned to them in the Indenture.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned

hereby sell(s), assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE

the within Note and all rights thereunder, hereby irrevocably constituting and appointing

Attorney to transfer said Note on the books of the Company, with full power of substitution in the premises.


Dated:


(Signature Guarantee)

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SECOND SUPPLEMENTAL INDENTURE

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