X0303 4 2010-12-01 0000038777 FRANKLIN RESOURCES INC BEN 0001010270 JOHNSON JENNIFER M C/O FRANKLIN RESOURCES, INC. ONE FRANKLIN PARKWAY SAN MATEO CA 94403-1906 1 EVP & Chief Operating Officer Common Stock, par value $.10 2010-12-01 4 A 0 778.0000 0 A 525828.2404 D Common Stock, par value $.10 47518.0000 I As a Trustee for Minor Child Common Stock, par value $.10 503.1000 I By 401(k) Common Stock, par value $.10 870000.0000 I By Limited Partnership Common Stock, par value $.10 5000.0000 I By Trust On November 4, 2009, the Reporting Person was granted certain restricted stock units subject to vesting over a three-year period based upon satisfaction of certain performance criteria. Certain performance criteria with respect to the Issuer's fiscal year ended September 30, 2010 were achieved resulting in the acquisition on December 1, 2010 of the amount of vested shares reported in Column 4. Not applicable. Of the amount of securities beneficially owned, 11,840 shares represent unvested awards of restricted stock. Shares held by the Reporting Person as trustee for the Reporting Person's minor children. The Reporting Person disclaims beneficial ownership of such shares. Reporting Person holds shares in the Franklin Templeton 401(k) Retirement Plan. Information is based on a plan summary as of October 11, 2010. Business trust for the benefit of the Reporting Person and the Reporting Person's children. /s/ JENNIFER M. JOHNSON 2010-12-02