<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>crocker1-3ex99_1.txt
<TEXT>
                                                                   Exhibit 99.1

                            Explanation of Responses
                            ------------------------

1)   Not Applicable.

2)   Exercisable and expiration dates assume the director's separation from
     service from Franklin Resources, Inc. and its subsidiaries occurs in the
     January following the director's 75th birthday. See below footnote.

3)   Represents a hypothetical investment account calculation of deferred
     Franklin Resources, Inc.'s director's fees, under the 2006 Directors
     Deferred Compensation Plan, based upon the performance of Franklin
     Resources, Inc.'s stock (including reinvested dividends) payable in cash in
     substantially equal quarterly installments over five years beginning on the
     earlier of the January 20, April 20, July 20 or October 20 immediately
     following the director's separation from service from Franklin Resources,
     Inc. and its subsidiaries and continuing on each January 20, April 20, July
     20 or October 20 thereafter, except that if any such date is a Saturday,
     Sunday or holiday, then the quarterly installment shall be paid on the next
     business day. The reporting person may transfer the hypothetical investment
     account amount into an alternative investment account not based on the
     performance of Franklin Resources, Inc. stock effective as of the first day
     of any calendar quarter.

4)   Represents a hypothetical investment account calculation of deferred
     Fiduciary Trust Company International's director's fees, under the 2006
     Directors Deferred Compensation Plan, based upon the performance of
     Franklin Resources Inc.'s stock (including reinvested dividends) payable in
     cash in substantially equal quarterly installments over five years
     beginning on the earlier of the January 20, April 20, July 20 or October 20
     immediately following the director's separation from service from Franklin
     Resources, Inc. and its subsidiaries and continuing on each January 20,
     April 20, July 20 or October 20 thereafter, except that if any such date is
     a Saturday, Sunday or holiday, then the quarterly installment shall be paid
     on the next business day. The reporting person may transfer the
     hypothetical investment account amount into an alternative investment
     account not based on the performance of Franklin Resources, Inc. stock
     effective as of the first day of any calendar quarter.

</TEXT>
</DOCUMENT>
