X0202 4 2006-09-19 0 0000038777 FRANKLIN RESOURCES INC BEN 0001010256 WOODWORTH LOUIS E 1505 7TH AVENUE WEST SEATTLE WA 98119 1 0 0 0 Deferred Director's Fee (FRI) 2006-09-19 4 A 0 28.766 104.2900 A 2009-04-20 2019-01-21 Common Stock, par value $.10 28.7660 1730.6375 D Deferred Director's Fee (FRI) 2006-09-20 4 A 0 28.3581 105.7900 A 2009-04-20 2019-01-21 Common Stock, par value $.10 28.3581 1758.9956 D Not Applicable 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 footnote below. 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 ten years beginning the April 20 following the director's separation from service from Franklin Resources, Inc. and its subsidiaries and continuing on each July 20, October 20, January 20 and April 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(s) not based on the performance of Franklin Resources, Inc. stock effective as of the first day of any calendar quarter. By: BARBARA J. GREEN, ATTORNEY-IN-FACT 2006-09-21