FRANKLIN RESOURCES, INC.
AMENDED AND RESTATED 1998 UNIVERSAL STOCK INCENTIVE PLAN
1.1 PURPOSE. The Franklin Resources, Inc. Amended and Restated 1998 Universal Stock Incentive Plan (the
"Amended Plan") has been established by Franklin Resources, Inc., a Delaware corporation (the "Company") to
(i) attract and retain persons eligible to participate in the Amended Plan; (ii) motivate Employees, by means of
appropriate incentives, to achieve long-range performance goals; (iii) provide incentive compensation
opportunities that are competitive with those of other similar companies; and (iv) further identify Employees'
interests with those of the Company's other stockholders through compensation that is based on the Company's
common stock; and thereby promote the long-term financial interest of the Company and the Subsidiaries.
1.2 PARTICIPATION. Subject to the terms and conditions of the Amended Plan, the Committee shall
determine and designate, from time to time, from among the Eligible Employees, those persons who will be
granted one or more Awards under the Amended Plan. An Eligible Employee who receives an Award shall be a
"Participant" under the Amended Plan. In the discretion of the Committee, an Employee may be granted any
Award permitted under the provisions of the Amended Plan, and more than one Award may be granted to a
Participant. Awards may be granted as alternatives to or replacement of awards outstanding under the Amended
Plan, or any other plan or arrangement of the Company or a Subsidiary (including a plan or arrangement of a
business or entity, all or a portion of which is acquired by the Company or a Subsidiary).
1.3 OPERATION, ADMINISTRATION, AND DEFINITIONS. The operation and administration of the
Amended Plan, including the Awards made under the Amended Plan, shall be subject to the provisions of
Section 4 (relating to operation and administration). Capitalized terms in the Amended Plan shall be defined as set
forth in the Amended Plan (including the definition