0000038777-05-000561 Sample Contracts

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.

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