Franklin Resources, Inc. Underwriting AgreementUnderwriting Agreement • September 24th, 2012 • Franklin Resources Inc • Investment advice • New York
Franklin Resources, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the principal amount of its securities identified in Schedule I hereto (the “Securities”), to be issued under an indenture dated as of May 19, 1994, between the Company and The Bank of New York Trust Company, N.A. as successor to Chemical Bank, as trustee (the “Trustee”), as supplemented by a first supplemental indenture dated October 9, 1996 and a third supplemental indenture to be dated as of September 24, 2012 (such indenture, as supplemented, the “Indenture”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires.
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • September 24th, 2012 • Franklin Resources Inc • Investment advice • New York
THIS THIRD SUPPLEMENTAL INDENTURE, dated as of September 24, 2012 (the “Third Supplemental Indenture”), by and between FRANKLIN RESOURCES, INC., a Delaware corporation having its principal executive offices located at One Franklin Parkway, San Mateo, California 94403 (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association having its main office located at 400 South Hope Street, Suite 400, Los Angeles, California 90071, 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 Third Supplemental Indenture shall have the meanings ascribed thereto in the Indenture.
