FRANKLIN RESOURCES, INC.
AMENDED AND RESTATED ANNUAL INCENTIVE COMPENSATION PLAN
(amended and restated December 11, 2003)
Franklin Resources, Inc. (the "Company") hereby establishes the Amended and Restated Annual Incentive
Compensation Plan for Principals and Associates (as hereinafter defined) to reward the contributions to the
Company made by Principals and Associates by providing them an opportunity to share in the organization's
annual performance results. Through these incentives, the Company intends to attract, retain, and motivate eligible
employees to achieve the highest levels of performance results in the financial services business.
When used in this plan document, the following words and phrases shall have the following meanings:
2.1 "Associates' Pool" means the portion of the Award Pool allocated to Incentive Awards for Associates.
2.2 "Award Pool" means the total dollars available for funding awards under the Plan. The Award Pool is
comprised of the Associates' Pool and the Principals' Pool.
2.3 "Committee" means the Compensation Committee of the Board of Directors of the Company as described in
Section 9.1 below.
2.4 "Company" means Franklin Resources, Inc., a Delaware corporation, and its subsidiaries.
2.5 "Incentive Award" means the actual current value of the award to a Participant regardless of the form of the
award, determined at the end of the Plan Year.
2.6 "Participant" means all Principals and Associates who have been determined by the Committee to be
Participants, except employees who participate in commission-based incentive plans or who are non-exempt
2.7 "Plan" means the Amended and Restated Annual Incentive Compensation Plan for Principals and Associates
as set forth in this document, as amended from time to time.
2.8 "Pre-Tax Operating Income" (hereafter "PTOI") means the net operating income of the Company, exclusive
of passive income and calculated before non-operating interest, taxes, ext