0001193125-05-242624 Sample Contracts

AMENDMENT TO DEFERRED COMPENSATION AGREEMENT FOR DIRECTOR’S FEES
Deferred Compensation Agreement • 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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EMPLOYMENT AGREEMENT
Employment Agreement • December 14th, 2005 • Franklin Resources Inc • Investment advice • New York

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of the 22nd day of December, 2000 by and among WILLIAM Y. YUN (the “Employee”), FIDUCIARY TRUST COMPANY INTERNATIONAL, a bank organized under the New York State Banking Law (“Company”), and FRANKLIN RESOURCES, INC., a Delaware corporation (“Parent”).

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