FRANKLIN RESOURCES, INC.
2002 UNIVERSAL STOCK INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
This Restricted Stock Unit Award Agreement (this "Agreement") is made as of the Award Date set forth in the
Notice of Restricted Stock Unit Award (the "Notice of Award") between Franklin Resources, Inc. (the
"Company") and the Participant named therein ("Participant").
WHEREAS, the Board of Directors of the Company has adopted the Franklin Resources, Inc. 2002 Universal
Stock Incentive Plan (the "2002 Plan"), authorizing the grant of Restricted Stock Units ("Units") to eligible
individuals in connection with the performance of services for the Company and its Subsidiaries, as defined in said
2002 Plan, which is incorporated herein by this reference (capitalized terms used but not defined in this
Agreement have the meaning set forth in the 2002 Plan); and
WHEREAS, the Company recognizes the efforts of Participant on behalf of the Company and its Subsidiaries
and desires to motivate Participant in Participant's work and provide an inducement to remain in the service of the
Company and its Subsidiaries; and
WHEREAS, the Company has determined that it would be to the advantage and in the interest of the Company
and its shareholders to award the Units provided for in this Agreement to Participant (the "Award"), subject to
restrictions, as a reward and an incentive for increased efforts and successful achievements;
NOW, THEREFORE, in consideration of the foregoing premises and of the mutual covenants herein contained,
the parties hereto hereby agree as follows:
1. RESTRICTED STOCK UNIT AWARD. The Company is issuing to Participant Units as set forth in the
Notice of Award, subject to the rights of and limitations on Participant as owner thereof as set forth in this
2. TRANSFER RESTRICTION.
(a) The Units may not be transferred in any manner other than by will or by the laws of descent and distribution.
Notwithstanding the foregoing, Participant may