AMENDMENT TO TRANSFER AGENT AGREEMENT

                                  AMENDMENT TO
                            TRANSFER AGENT AGREEMENT

         This Amendment dated as of January 1, 2001, is to the Transfer Agent
Agreement made as of September 1, 1993 and subsequently amended and restated on
August 10, 1995 and July 1, 1996 (the "Agreement") by and between Franklin
Xxxxxxxxx Investor Services, Inc., a Florida corporation ("FTISI") and Templeton
Capital Accumulator Fund, Inc. (the "Fund").

                                   WITNESSETH:

         WHEREAS, both FTISI and the Fund wish to amend the Agreement;

         WHEREAS, FTISI merged into FRANKLIN XXXXXXXXX INVESTOR SERVICES, LLC, a
Delaware limited liability company, a successor entity, on January 1, 2001;

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

     1. FTISI's name is henceforth to be known as "Franklin  Xxxxxxxxx  Investor
        Services, LLC."


     2. All references to FTISI being a "Florida  Corporation"  in the Agreement
        are hereby changed to a "Delaware limited liability company."

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

                                     FRANKLIN XXXXXXXXX INVESTOR SERVICES, LLC

                                     By:/s/XXXXXX X. XXXXXXXX
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                                     TEMPLETON CAPITAL ACCUMULATOR FUND, INC.


                                      By:/s/XXXXXXX X. XXXXX
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