Deferred Compensation Agreement for Director’s Fees Sample Contracts

AMENDMENT TO DEFERRED COMPENSATION AGREEMENT FOR DIRECTOR’S FEES
Deferred Compensation Agreement for Director’s Fees • December 14th, 2005 • Franklin Resources Inc • Investment advice

This Amendment to Deferred Compensation Agreement for Director’s Fees (the “Amendment”) is entered into as of the __th day of November, 2005 by and between Franklin Resources, Inc., a Delaware corporation (the “Company”), located at One Franklin Parkway, San Mateo, California 94403-1906, and the non-employee director of the Company whose name is set forth on the signature page of this Amendment (the “Participant”).

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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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