0001193125-06-106160 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 10th, 2006 • Franklin Resources Inc • Investment advice • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made as of this __ day of ______, 200_ by and between Franklin Resources, Inc., a Delaware corporation (the “Company” or “Indemnitor”), and the individual whose name is set forth under “Indemnitee” on the signature page to this Agreement (the “Indemnitee”).

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Amendment Number 6 to the Managed Operations Services Agreement
Managed Operations Services Agreement • May 10th, 2006 • Franklin Resources Inc • Investment advice

This Amendment Number 6 to the Managed Operations Services Agreement (this “Amendment”), is made by and between Franklin Templeton Companies, LLC, a Delaware Limited Liability Company, having a place of business at One Franklin Parkway, San Mateo, CA, 94403 (“Franklin”) and International Business Machines Corporation, having place of business at Route 100, Somers, NY, 10589 (“IBM”) (collectively referred to herein as the “Parties”). This Amendment is entered into on this 6th day of March, 2006. This Amendment amends the Managed Operations Services Agreement, dated February 6, 2001, between Franklin and IBM as modified or amended prior to the date hereof including any schedules, supplements, exhibits and attachments thereto (the “Agreement”). Capitalized terms used but not defined herein shall have their respective meanings as defined in the Agreement. In the event of any inconsistency between the terms of the Agreement and the terms of this Amendment, the terms of this Amendment shall

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