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<SEC-DOCUMENT>0000038777-04-000646.txt : 20041221
<SEC-HEADER>0000038777-04-000646.hdr.sgml : 20041221
<ACCEPTANCE-DATETIME>20041221170510
ACCESSION NUMBER:		0000038777-04-000646
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20041215
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20041221
DATE AS OF CHANGE:		20041221

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FRANKLIN RESOURCES INC
		CENTRAL INDEX KEY:			0000038777
		STANDARD INDUSTRIAL CLASSIFICATION:	INVESTMENT ADVICE [6282]
		IRS NUMBER:				132670991
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-09318
		FILM NUMBER:		041218157

	BUSINESS ADDRESS:	
		STREET 1:		ONE FRANKLIN PARKWAY
		STREET 2:		BUILDING 920
		CITY:			SAN MATEO
		STATE:			CA
		ZIP:			94403
		BUSINESS PHONE:		650-312-2000

	MAIL ADDRESS:	
		STREET 1:		FRANKLIN RESOURCES INC
		STREET 2:		ONE FRANKLIN PARKWAY
		CITY:			SAN MATEO
		STATE:			CA
		ZIP:			94403
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8k_122104.txt
<TEXT>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


   Date of Report (Date of earliest event reported):         December 21 2004




                            FRANKLIN RESOURCES, INC.
             (Exact name of registrant as specified in its charter)



          Delaware                       1-9318                  13-2670991
(State or other jurisdiction    (Commission File Number)        (IRS Employer
 of incorporation)                                           Identification No.)


One Franklin Parkway, San Mateo, California                             94403
 (Address of principal executive offices)                             (Zip Code)


       Registrant's telephone number, including area code: (650) 312-3000


                 ----------------------------------------------
  (Former name or former address, if changed since last report): Not Applicable


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (See General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))

<PAGE>



ITEM 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

RESTRICTED STOCK AWARDS
- -----------------------

On December 15, 2004, the Compensation  Committee of the Board of Directors (the
"Compensation  Committee") of Franklin Resources,  Inc. (the "Company") approved
restricted  stock awards ("Award")  granting  common stock ("Stock") of
the Company under the Company's 2002 Universal  Stock  Incentive Plan (the "2002
USIP") to certain of the  Company's  executive  officers.  Each of the following
executive  officers of the Company  received the  following  number of shares of
Stock: Gregory E. Johnson: 15,625 shares; and Martin L. Flanagan: 15,625 shares.

The Company has  entered  into a  Restricted  Stock  Award  Agreement  (the "RSA
Agreement") with each of the executive officers listed above. Each Award awarded
to such  executive  officers  of the  Company  has an  effective  grant  date of
December 15, 2004, and shall vest upon the  achievement  of certain  performance
goals as described  in the vesting  schedule in the Notice of  Restricted  Stock
Award ("Notice of Award"),  and is subject to acceleration  or forfeiture  under
certain events described in the RSA Agreement.

A copy of the 2002 USIP was filed as Exhibit  10.68 to the  Company's  Report on
Form 10-Q for the quarterly  period ended  December 31, 2002. A copy of the form
of the RSA Agreement  and Notice of Award under the 2002 USIP is filed  herewith
as Exhibit 10.1. Each of the foregoing is incorporated herein by reference.

The  following  is a summary of the  principal  terms of the RSA  Agreement  and
Notice of Award,  which are qualified in their  entirety by reference to Exhibit
10.1:

RESTRICTED STOCK AWARD.
- -----------------------

The Company  issues to  participants,  including  the  executive  officers  (the
"Participant")  shares of Stock as set forth in the Notice of Award,  subject to
the rights of and  limitations  on  Participant as owner as set forth in the RSA
Agreement.  All shares of Stock issued are deemed to be issued to Participant as
fully  paid and non  assessable  shares,  and  Participant  has all  rights of a
shareholder,  including the right to vote, to receive dividends (including stock
dividends),  to participate in stock splits or other  recapitalizations,  and to
exchange such shares in a merger, consolidation or other reorganization.

TRANSFER RESTRICTION. No Stock issued to Participant may be sold, transferred by
gift,  pledged,  hypothecated,  or  otherwise  transferred  or  disposed  of  by
Participant  prior to the date on which it becomes  vested.  Participant  is not
precluded from  exchanging the Stock awarded  pursuant to a cash or stock tender
offer, merger, reorganization or consolidation.  Any securities (including stock
dividends and stock splits) received with respect to shares of Stock,  which are
not yet vested are  subject to the RSA  Agreement  in the same manner and become
fully vested at the same time as the Stock with respect to which such additional
securities were issued.

<PAGE>

VESTING.  Participant's  interest  in  the  Stock  awarded  becomes  vested  and
nonforfeitable in accordance with the vesting schedule in the Notice of Award so
long as Participant maintains continuous status as an employee of the Company or
a subsidiary of the Company. If Participant ceases to maintain continuous status
as an employee of the Company or any of its  subsidiaries  for any reason  other
than  death or  disability,  all shares of Stock to the extent not yet vested on
the  date  Participant  ceases  to be a  full-time  employee  are  forfeited  by
Participant.

If Participant dies or in the event of termination of  Participant's  continuous
status as an employee as a result of  disability  while a full-time  employee of
the Company or any of its subsidiaries,  Participant's interest in all shares of
Stock awarded become fully vested and  nonforfeitable as of the date of death or
termination of employment on account of such  disability.  Unless changed by the
Board,  "disability"  means that the  Participant  ceases to be an  employee  on
account of permanent and total  disability as a result of which the  Participant
shall be eligible for payments under the Company's long term disability policy.

Subject to the  Participant's  continued  employment  with the Company and other
limitations  set forth in the Notice of Award,  the RSA  Agreement  and the 2002
USIP,  the Stock  granted to the executive  officers  listed above shall vest in
accordance with the following schedule:

ONE-THIRD VESTING
- -----------------

5,209 Shares granted under the Award (the  "First-Third  Vesting  Shares") shall
vest with  respect to the first  fiscal  year of the  Company  that occurs on or
before the fiscal year ending on September  30, 2007 (the "2007 Fiscal Year") in
which pre-tax operating income for such fiscal year is at least 15% greater than
pre-tax  operating  income for the fiscal year of the Company ended on September
30, 2004 (the "2004 Fiscal Year").

TWO-THIRDS VESTING
- ------------------

5,208 Shares granted under the Award (the  "Second-Third  Vesting Shares") shall
vest with  respect to the first  fiscal  year of the  Company  that occurs on or
before the 2007 Fiscal Year in which  pre-tax  operating  income for such fiscal
year is at least  32.25%  greater  than  pre-tax  operating  income for the 2004
Fiscal Year. In the event the  First-Third  Vesting  Shares have not  previously
vested,  then a total of 10,417 Shares  (consisting of the  First-Third  Vesting
Shares and the Second-Third Vesting Shares) shall vest with respect to the first
fiscal  year of the  Company  that  occurs on or before the 2007  Fiscal Year in
which pre-tax  operating  income for such fiscal year is at least 32.25% greater
than pre-tax operating income for the 2004 Fiscal Year.

100% VESTING
- ------------
The remaining  5,208 shares  granted under the Award (the  "Final-Third  Vesting
Shares") plus the First-Third Vesting Shares and the Second-Third Vesting Shares
(if not  already  vested)  shall vest upon the first  fiscal year of the Company
that occurs on or before the 2007 Fiscal Year in which pre-tax  operating income
for such fiscal year is at least 52.09%  greater than pre-tax  operating  income
for the 2004 Fiscal Year.

<PAGE>

FORFEITURE
- ----------

If by the 2007 Fiscal Year, pre-tax operating income for any fiscal year between
the 2004  Fiscal Year and the 2007 Fiscal Year has not been at least 15% greater
than  pre-tax  operating  income  for the 2004  Fiscal  Year,  all of the Shares
granted  under the Award shall be forfeited  back to the Company and none of the
Shares shall vest. If by the 2007 Fiscal Year,  pre-tax operating income for any
fiscal  year  between  the 2004  Fiscal  Year and the 2007  Fiscal Year has been
greater than 15% but has not been at least 32.25% greater than pre-tax operating
income for the 2004 Fiscal Year,  then the  Second-Third  Vesting Shares and the
Final Third  Vesting  Shares shall be forfeited  back to the Company.  If by the
2007 Fiscal Year,  pre-tax  operating  income for any fiscal year of the Company
between the 2004  Fiscal  Year and the 2007  Fiscal Year is not at least  52.09%
greater than pre-tax  operating income for the 2004 Fiscal Year, the Final-Third
Vesting Shares shall be forfeited back to the Company.

TIME OF VESTING/FORFEITURE
- --------------------------

The vesting,  if any, of the Shares  granted  under the Award as a result of the
achievement of the foregoing performance criteria will be effective on the later
of (i) the  December 15 that follows the end of the fiscal year during which the
performance goal is achieved or (ii) ten (10) business days after the release of
the annual financial  statements included in the Company's Annual Report on Form
10-K for such fiscal year.  The  forfeiture of all or any of the Shares  granted
pursuant  to this Award as a result of the  failure to achieve any or all of the
foregoing  performance  criteria  will be  effective on December 15, 2007 or ten
(10) business days after the release of the annual financial statements included
in the Company's Annual Report on Form 10-K for the 2007 Fiscal Year.

DEFINITION OF PRE-TAX OPERATING INCOME
- --------------------------------------

"Pre-tax  operating  income" with respect to any fiscal year is defined as total
operating  revenue less total  operating  expenses  determined on a consolidated
basis reported in the annual financial statements as "Operating Income" included
in the Company's Annual Report on Form 10-K for such fiscal year.


ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS.

           (c)    Exhibits:

           EXHIBIT NO.          DESCRIPTION
           -----------          -----------

           10.1                 Form of Restricted  Stock Award  Agreement  and
                                Notice of Restricted  Stock Award under the
                                Company's 2002 Universal Stock Incentive Plan




<PAGE>



                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                    FRANKLIN RESOURCES, INC.
                                    (Registrant)


Date: December 21, 2004             /S/ BARBARA J. GREEN
                                    ---------------------
                                    Barbara J. Green
                                    Vice President, Deputy General Counsel and
                                    Secretary


<PAGE>



                                  EXHIBIT INDEX

           EXHIBIT NO.          DESCRIPTION
           -----------          -----------

           10.1                 Form of Restricted  Stock Award  Agreement  and
                                Notice of Restricted  Stock Award under the
                                Company's 2002 Universal Stock Incentive Plan


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>exhibit_10-1.txt
<TEXT>

                                  EXHIBIT 10.1

                            FRANKLIN RESOURCES, INC.
                       2002 UNIVERSAL STOCK INCENTIVE PLAN
                        RESTRICTED STOCK AWARD AGREEMENT

This Restricted Stock Award Agreement (this "Agreement") is made as of the Award
Date set forth in the Notice of  Restricted  Stock Award (the "Notice of Award")
between  Franklin  Resources,  Inc. (the  "Company") and the  Participant  named
therein ("Participant").

                                   WITNESSETH:

     WHEREAS,  the Board of  Directors  of the Company has adopted the  Franklin
Resources,   Inc.  2002  Universal  Stock  Incentive  Plan  (the  "2002  Plan"),
authorizing  the grant of common  stock of the  Company  ("Stock")  to  eligible
individuals in connection  with the  performance of services for the Company and
its Subsidiaries,  as defined in said 2002 Plan, which is incorporated herein by
this  reference  (capitalized  terms used but not defined in this Agreement have
the meaning set forth in the 2002 Plan); and

     WHEREAS, the Company recognizes the efforts of Participant on behalf of the
Company  and  its   Subsidiaries   and  desires  to  motivate   Participant   in
Participant's  work and  provide an  inducement  to remain in the service of the
Company and its Subsidiaries; and

     WHEREAS,  the Company has determined  that it would be to the advantage and
in the interest of the Company and its  shareholders to award the Stock provided
for in this Agreement to Participant,  subject to restrictions,  as a reward and
an incentive for increased efforts and successful achievements;

     NOW,  THEREFORE,  in  consideration  of the  foregoing  premises and of the
mutual covenants herein contained, the parties hereto hereby agree as follows:

     1. RESTRICTED STOCK AWARD. The Company is issuing to Participant  shares of
Stock as set  forth  in the  Notice  of  Award,  subject  to the  rights  of and
limitations on Participant as owner thereof as set forth in this Agreement. Such
shares are being  issued in book entry form and  maintained  on the books of the
Bank of New York, the Company's  transfer agent, or any successor  thereto.  All
shares of Stock issued  hereunder shall be deemed issued to Participant as fully
paid and non  assessable  shares,  and  Participant  shall  have all rights of a
shareholder  with  respect  thereto,  including  the right to vote,  to  receive
dividends  (including stock dividends),  to participate in stock splits or other
recapitalizations,  and to exchange  such shares in a merger,  consolidation  or
other reorganization. The Company shall pay any applicable stock transfer taxes.
Participant  hereby  acknowledges that Participant is acquiring the Stock issued
hereunder for investment and not with a view to the  distribution  thereof,  and
that  Participant  does not intend to  subdivide  Participant's  interest in the
Stock with any other person.


<PAGE>

     2. TRANSFER RESTRICTION.

     (a) No Stock issued to Participant hereunder shall be sold,  transferred by
gift,  pledged,  hypothecated,  or  otherwise  transferred  or  disposed  of  by
Participant prior to the date on which it becomes vested under paragraph 3. This
paragraph  shall not preclude  Participant  from  exchanging  the Stock  awarded
hereunder  pursuant to a cash or stock tender offer,  merger,  reorganization or
consolidation.  Notwithstanding the foregoing,  any securities  (including stock
dividends and stock  splits)  received with respect to shares of Stock which are
not yet vested  under  paragraph  3 shall be subject to the  provisions  of this
Agreement  in the same manner and shall  become fully vested at the same time as
the Stock with respect to which such additional securities were issued.

     (b) Participant acknowledges that, from time to time, the Company may be in
a "Blackout  Period"  and/or  subject to applicable  securities  laws that could
subject the Participant to liability for engaging in any  transaction  involving
the sale of the Company's shares.  Participant  further  acknowledges and agrees
that,  prior  to the  sale  of any  shares  acquired  under  this  Award,  it is
Participant's  responsibility  to  determine  whether or not such sale of shares
will subject  Participant  to liability  under  insider  trading  rules or other
applicable securities laws.

     3. VESTING.

     (a)  Participant's  interest in the Stock awarded  under  paragraph 1 shall
become vested and  nonforfeitable in accordance with the Vesting Schedule in the
Notice  of  Award  so long as  Participant  maintains  continuous  status  as an
Employee of the Company or a Subsidiary. Upon vesting, the Company shall, within
thirty  (30) days of such  vesting,  deliver  to  Participant  the  certificates
evidencing the nonforfeitable shares,  provided the withholding  requirements of
paragraph 4 have been satisfied.

     (b) If Participant  ceases to maintain  continuous status as an Employee of
the  Company  or any of its  Subsidiaries  for any  reason  other  than death or
disability (as described in subparagraph (c)), all shares of Stock to the extent
not yet vested under  subparagraph  (a) on the date  Participant  ceases to be a
full-time  employee  shall be forfeited by  Participant  without  payment of any
consideration to Participant therefor. Any shares of Stock so forfeited shall be
canceled and returned to the status of  authorized  but unissued  shares,  to be
held for future distributions by the Company's 2002 Plan.

     (c) If Participant  dies or in the event of  termination  of  Participant's
continuous status as an Employee as a result of disability (as determined by the
Board in accordance with the policies of the Company) while a full-time employee
of the Company or any of its Subsidiaries,  Participant's interest in all shares
of Stock awarded  hereunder shall become fully vested and  nonforfeitable  as of
the date of death or  termination  of employment on account of such  disability.
Unless changed by the Board, "disability" means that Participant ceases to be an
employee on account of permanent  and total  disability as a result of which the
Participant  shall be  eligible  for  payments  under  the  Company's  long term
disability policy.

<PAGE>

     4. WITHHOLDING OF TAXES.

     (a) GENERAL. Participant is ultimately liable and responsible for all taxes
owed by  Participant  in connection  with the Stock  awarded,  regardless of any
action the  Company  or any of its  Subsidiaries  takes with  respect to any tax
withholding obligations that arise in connection with the Stock awarded. Neither
the Company nor any of its Subsidiaries  makes any representation or undertaking
regarding the treatment of any tax  withholding in connection  with the grant or
vesting  of the Stock  awarded  or the  subsequent  sale of any of the shares of
Stock.  The  Company  and  its  Subsidiaries  do not  commit  and are  under  no
obligation  to  structure  the award to reduce or  eliminate  Participant's  tax
liability.

        (b) Payment of Withholding  Taxes. Prior to any event in connection with
the Stock awarded (E.G.,  vesting) that the Company determines may result in any
tax  withholding  obligation,  whether United States  federal,  state,  local or
non-U.S.,   including  any  employment  tax  obligation  (the  "Tax  Withholding
Obligation"),  Participant  must  arrange  for the  satisfaction  of the minimum
amount of such Tax Withholding Obligation in a manner acceptable to the Company.

          (i) BY SHARE WITHHOLDING. Unless Participant determines to satisfy the
Tax  Withholding  Obligation by some other means in accordance with clause (iii)
below,  Participant  authorizes  the  Company  (in  the  exercise  of  its  sole
discretion) to withhold from those shares of Stock  issuable to Participant  the
whole  number of  shares  sufficient  to  satisfy  the  minimum  applicable  Tax
Withholding  Obligation.  Participant  acknowledges that the withheld shares may
not be sufficient to satisfy Participant's  minimum Tax Withholding  Obligation.
Accordingly, Participant agrees to pay to the Company or any of its Subsidiaries
as soon as practicable,  including through additional payroll  withholding,  any
amount  of  the  Tax  Withholding  Obligation  that  is  not  satisfied  by  the
withholding of shares described above.  Share withholding will generally be used
to satisfy the minimum Tax Withholding  Obligation of individuals subject to the
short-swing profit  restrictions of Section 16(b) of the Securities Exchange Act
of 1934, as amended.

          (ii) BY SALE OF SHARES.  Unless Participant  determines to satisfy the
Tax  Withholding  Obligation by some other means in accordance with clause (iii)
below,  Participant's acceptance of the Stock awarded constitutes  Participant's
instruction and  authorization  to the Company and any brokerage firm determined
acceptable  to the Company for such  purpose to sell on  Participant's  behalf a
whole number of shares from those shares of Stock issuable to Participant as the
Company  determines to be  appropriate  to generate cash proceeds  sufficient to
satisfy the minimum applicable Tax Withholding  Obligation.  Such shares will be
sold on the day such Tax Withholding Obligation arises (E.G., a vesting date) or
as soon  thereafter as  practicable.  Participant  will be  responsible  for all
broker's fees and other costs of sale, and  Participant  agrees to indemnify and
hold the Company harmless from any losses,  costs, damages, or expenses relating
to any such sale.  To the extent the proceeds of such sale exceed  Participant's
minimum Tax  Withholding  Obligation,  the Company  agrees to pay such excess in
cash to Participant.  Participant  acknowledges that the Company or its designee
is under no obligation  to arrange for such sale at any  particular  price,  and
that  the  proceeds  of  any  such  sale  may  not  be   sufficient  to

<PAGE>

satisfy   Participant's   minimum  Tax  Withholding   Obligation.   Accordingly,
Participant  agrees to pay to the Company or any of its  Subsidiaries as soon as
practicable, including through additional payroll withholding, any amount of the
minimum Tax  Withholding  Obligation that is not satisfied by the sale of shares
described above.

          (iii) BY CHECK,  WIRE  TRANSFER OR OTHER  MEANS.  At any time not less
than five (5) business  days (or such fewer number of days as  determined by the
Committee or its designee) before any Tax Withholding Obligation arises (E.G., a
vesting  date),  Participant  may elect to  satisfy  Participant's  minimum  Tax
Withholding  Obligation  by delivering to the Company an amount that the Company
determines is sufficient  to satisfy the minimum Tax  Withholding  Obligation by
(x) wire  transfer to such account as the Company may direct,  (y) delivery of a
certified  check  payable to the  Company,  or (z) such other means as specified
from time to time by the Committee or its designee.

     5. SUCCESSORS.  This Agreement shall be binding upon and shall inure to the
benefit  of  the  parties  hereto  and  their   respective   heirs,   executors,
administrators,  successors and assigns.  Nothing  contained in the 2002 Plan or
this Agreement  shall be interpreted as imposing any liability on the Company or
the Committee in favor of any  Participant or any purchaser or other  transferee
of Stock with respect to any loss,  cost or expense  which such  Participant  or
purchaser  may incur in  connection  with,  or  arising  out of any  transaction
involving any shares of Stock subject to the 2002 Plan or this Agreement.

     6. INTEGRATION.  The terms of the 2002 Plan and this Agreement are intended
by the Company and  Participant  to be the final  expression of their  agreement
with respect to the shares of Stock and may not be  contradicted  by evidence of
any prior or  contemporaneous  agreement.  The Company and  Participant  further
intend that the 2002 Plan and this Agreement  shall  constitute the complete and
exclusive statement of their terms and that no extrinsic evidence whatsoever may
be  introduced  in any  arbitration,  judicial,  administrative  or other  legal
proceeding involving the 2002 Plan or this Agreement. Accordingly, the 2002 Plan
and this  Agreement  contain  the entire  understanding  between the parties and
supersede  all prior  oral,  written  and  implied  agreements,  understandings,
commitments and practices among the parties.

     7. WAIVERS. Any failure to enforce any terms or conditions of the 2002 Plan
or this Agreement by the Company or by Participant  shall not be deemed a waiver
of that term or condition,  nor shall any waiver or  relinquishment of any right
or power for all or any other times.

     8.  SEVERABILITY  OF PROVISIONS.  If any provision of the 2002 Plan or this
Agreement   shall  be  held  invalid  or   unenforceable,   such  invalidity  or
unenforceability shall not affect any other provision thereof; and the 2002 Plan
and this  Agreement  shall be  construed  and  enforced  as if  neither  of them
included such provision.

     9. COMMITTEE DECISIONS  CONCLUSIVE.  All decisions of the Committee arising
under the 2002 Plan or under this Agreement shall be conclusive.

<PAGE>

     10.  MANDATORY  ARBITRATION.  To the extent  permitted  by law, any dispute
arising  out  of or  relating  to  this  Agreement,  including  its  meaning  or
interpretation,  shall be resolved  solely by  arbitration  before an arbitrator
selected in accordance with the rules of the American  Arbitration  Association.
The  location  for  the  arbitration  shall  be  in  the  county  or  comparable
jurisdiction of Participant's employment.  Judgment on the award rendered may be
entered in any court having jurisdiction. Each party shall pay an equal share of
the  arbitrator's  fees.  All statutes of  limitation  which would  otherwise be
applicable shall apply to any arbitration  proceeding under this paragraph.  The
provisions  of this  paragraph  are  intended by  Participant  and Company to be
exclusive for all purposes and applicable to any and all disputes arising out of
or relating to this Agreement.  The arbitrator who hears and decides any dispute
shall have jurisdiction and authority only to award compensatory damages to make
whole a person or entity sustaining foreseeable economic damages, and, shall not
have  jurisdiction and authority to make any other award of any type,  including
without limitation, punitive damages, unforeseeable economic damage, damages for
pain, suffering or emotional distress, or any other kind or form of damages. The
remedy, if any, awarded by the arbitrator shall be the sole and exclusive remedy
for any dispute which is subject to arbitration under this paragraph.

     11.  DELAWARE  LAW. The 2002 Plan,  the Notice of Award and this  Agreement
shall be construed  and enforced  according to the laws of the State of Delaware
to the extent not preempted by the federal laws of the United States of America.


<PAGE>



                            FRANKLIN RESOURCES, INC.
                       2002 UNIVERSAL STOCK INCENTIVE PLAN
                        NOTICE OF RESTRICTED STOCK AWARD
                        --------------------------------


     Participant's Name:
     Address:




     Franklin  Resources,  Inc.  (the  "Company")  recognizes  your  efforts and
contributions on behalf of the Company and its Subsidiaries and, as a reward and
an incentive for increased efforts and successful achievements,  has awarded you
shares of Company  Common  Stock as  described  in the  Restricted  Stock  Award
Agreement  (the "Award  Agreement")  and this Notice of  Restricted  Stock Award
(collectively, the "Award") as follows:

     Award Number                          -------------------------------------

     Award Date                            -------------------------------------

     Grant Price Per Share

     Total Number of Shares Awarded
     (the "Shares")                        -------------------------------------


     VESTING SCHEDULE
     ----------------

[Insert Vesting Information]

     Participant  acknowledges  and agrees that the shares subject to this Award
shall vest only by Participant  continuing employment at the will of the Company
(not  through the act of being  hired,  being  granted  this Award or  acquiring
shares hereunder).  Participant further  acknowledges and agrees that nothing in
this Award nor in the Company's 2002 Universal  Stock  Incentive Plan (the "2002
Plan"),  which is incorporated  herein by this reference,  affects the Company's
right to terminate,  or to change the terms of, the Participant's  employment at
any time, with or without cause.

     Participant  acknowledges  that, from time to time, the Company may be in a
"Blackout  Period"  and/or  subject  to  applicable  securities  laws that could
subject the Participant to liability for engaging in any  transaction  involving
the sale of the Company's shares.  Participant  further  acknowledges and agrees
that,  prior  to the  sale  of any  shares  acquired  under  this  Award,  it is
Participant's  responsibility  to  determine  whether or not such sale of shares
will subject  Participant  to liability  under  insider  trading  rules or other
applicable securities laws.


<PAGE>

     Participant  understands that the Award is subject to Participant's consent
to  access  the  2002  Plan  prospectus,  the 2002  Plan,  the  Award  Agreement
(collectively,  the "2002 Plan Documents") in electronic form through the People
Page on the Company's Intranet.  By signing below and accepting the grant of the
Award,  you: (i) consent to access electronic copies (instead of receiving paper
copies) of the 2002 Plan  Documents via the Company's  Intranet;  (ii) represent
that you have access to the Company's  Intranet;  (iii)  acknowledge  receipt of
electronic copies, or that you are already in possession of paper copies, of the
2002 Plan Documents and the Company's [2003] Annual Report; and (iv) acknowledge
that you are  familiar  with and  accept  the  Award  subject  to the  terms and
provisions of the 2002 Plan Documents.

     Participant  may  receive  paper  copies  of the  2002  Plan  Documents  by
requesting  them in writing  addressed to Stock  Administration  at One Franklin
Parkway, San Mateo, CA 94403-1906.

     In  the  event  of  my  death,  I  hereby  designate  the  following  as my
beneficiary(ies)  to receive all  payments and shares due to me pursuant to this
Award.  Please note that this designation  applies only to this Award and not to
any prior awards or grants under the 2002 Plan.


        NAME: (Please print):
                                    --------------------------------------------
                                    (First)           (Middle)           (Last)

        SSN/SIN/National Tax ID:
                                    --------------------------------------------

        ADDRESS:
                                    --------------------------------------------
                                    (Please include Country and Zip/Postal Code)

        TELEPHONE NO.:
                                    --------------------------------------------
                                    (Please include Country and/or Area Code)

        RELATIONSHIP:
                                    --------------------------------------------

        PERCENTAGE:
                                    --------------------------------------------
                                     (Enter the % you wish your beneficiary(ies)
                                     to receive)



<PAGE>



     By  your  electronic  signature  and by  the  acceptance  of the  Company's
representative  below, you and the Company agree that the Award is granted under
and  governed  by the  terms  and  conditions  of the 2002  Plan  and the  Award
Agreement.

PARTICIPANT:                                FRANKLIN RESOURCES, INC.

- ---------------------------                 --------------------------------
Participant's Name                          Barbara J. Green, Vice President,
                                            Deputy General Counsel and Secretary

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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