DEFERRED COMPENSATION AGREEMENT FOR DIRECTOR'S FEES
June 16, 1994
THIS DEFERRED COMPENSATION AGREEMENT (this "Agreement") is made and entered into as of the
16th day of June, 1994, by and between Franklin Resources, Inc., 777 Mariners Island Boulevard, San Mateo,
California, a Delaware corporation (the "Company"); and Louis E. Woodworth, 1505 7th Avenue West, Seattle,
Washington 98119, a director of Franklin Resources, Inc. ("Director").
NOW THEREFORE, in consideration of the following terms and conditions, the parties hereto hereby agree as
1. Effective Dates and Term of Agreement
This Agreement is effective on June 16, 1994, ("Effective Date") and continues until terminated by at least ninety
(90) days prior written notice by either the Company or Director, or on May 31, 2003, whichever date occurs
first. This date is herein referred to as the Termination Date.
2. Deferral and Payment of Director's Fees
The Company and the Director hereby agree to the deferral of payment of all director's fees otherwise payable to
Director, were it not for this Agreement, commencing on and during the term of this Agreement ("Deferred
Fees"). Within ten (10) business days after the termination of this Agreement, the Company hereby agrees to pay
to Director in cash the amount of such Deferred Fees, adjusted as follows:
(a) The amount of the Deferred Fees will be treated as if such Deferred Fees were invested from time to time in
shares of the $.10 Par Value common stock of the Company on the dates on which the Deferred Fees were
otherwise payable to Director (the "Phantom Investment Account").
(b) The Phantom Investment Account and the amount of cash payable to Director shall be deemed to have
increased or decreased, as the case may be, by the amount by which shares of the Company have increased or
decreased in fair market value, determined by the closing price of such stock on the New York Stock Exchange
between the Effective Date and the Termination Date, as if an investm