Registrant's 2006 Directors Deferred Compensation Plan


 EXHIBIT 10.4 
  
  
 FRANKLIN RESOURCES, INC. 
 2006 DIRECTORS DEFERRED COMPENSATION PLAN 
  
  
 Amended and Restated Effective as of
December 12, 2008 
 Originally Effective as of December 15, 2005 






 FRANKLIN RESOURCES, INC. 
 2006 DIRECTORS DEFERRED COMPENSATION PLAN 
 Franklin Resources,
Inc., a Delaware corporation, in order to retain the services of and provide incentives to its non-employee Directors, hereby adopts this amended and restated deferred compensation plan, effective as of December 12, 2008; this plan was
originally adopted effective as of December 15, 2005. 
 RECITALS 
 WHEREAS, the Company (as defined below) has adopted a deferred compensation plan to permit its non-employee Directors (as defined below)
to postpone receipt and taxation of certain specific amounts of compensation in accordance with the terms hereof; 
 NOW
THEREFORE, the Company hereby amends and restates this deferred compensation plan. 
 ARTICLE 1 
 DEFINITIONS 
 1.1
“Beneficiary” shall mean the beneficiary or beneficiaries designated by a Director to receive his or her deferred compensation benefits in the event of the Director’s death. 
 1.2 “Board of Directors” shall mean the board of directors of the Company. 
 1.3 “Change in Control” shall mean the occurrence of any change in ownership of the Company, change in effective control
of the Company, or change in the ownership of a substantial portion of the assets of the Company, as defined in Code Section 409A(a)(2)(A)(v), the Treasury regulations thereunder, and any other published interpretive authority, as issued or
amended from time to time. 
 1.4 “Code” shall mean the U.S. Internal Revenue Code of 1986, as amended from
time to time. 
 1.5 “Committee” shall mean the Compensation Committee of the Board of Directors unless an
alternate committee is designated by the Board of Directors to administer the Plan in accordance with Article 8 below. 
 1.6 “Common Stock” shall mean the common stock of the Company. 
 1.7 “Company”
shall mean Franklin Resources, Inc., a Delaware corporation, and any successor organization thereto. 
 1.8
“Compensation” shall mean any fees (including meeting fees, committee fees, chairperson fees as well as all other fees) payable or an annual or other stock or Company equity or mutual fund grant issuable by the Company to a Director
with respect to his or her service as a Director. 
  

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 1.9 “Deferral” shall mean a contribution of Compensation credited under
the Plan made by the Company (or a subsidiary of the Company, as applicable) on behalf of a specified Participant and shall include any notional distributions credited pursuant to Section 3.4 below. 
 1.10 “Deferred Compensation Account” shall mean the separate account established under the Plan and the Trust, if any,
for each Participant. From time to time, the Company shall furnish each Participant with a statement of his or her Deferred Compensation Account balance. 
 1.11 “Director” shall mean: 
 (a) With respect to the period prior to
January 1, 2009, (i) a member of the Board of Directors who is not an employee of the Company, or (ii) a member of the board of directors of any subsidiary of the Company who is not an employee of the Company or such subsidiary of the
Company; and 
 (b) Effective as of January 1, 2009, (i) a member of the Board of Directors who is not an employee
of the Company or any subsidiary or other affiliate of the Company, or (ii) a member of the board of directors of any subsidiary of the Company who is not an employee of the Company or any subsidiary or other affiliate of the Company.

 1.12 “Disability” shall mean the Participant is unable to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, as defined in Code Section 409A(a)(2)(C),
the Treasury regulations thereunder, and any other published interpretive authority, as issued or amended from time to time. 
 1.13 “Participant” shall mean a Director who has elected to participate in the Plan; references to a Participant herein shall refer also to his or her designated Beneficiary where the context so requires. Notwithstanding
any provision herein to the contrary, any individual whose participation in the Plan commenced prior to January 1, 2009 and who is a Director (within the meaning of Section 1.11(a)) shall remain eligible to participate thereafter.

 1.14 “Plan” shall mean this Franklin Resources, Inc. 2006 Directors Deferred Compensation Plan.

 1.15 “Separation from Service” shall mean a Participant’s “separation from service” within
the meaning of Section Code 409A(a)(2)(A)(i) and its related regulatory and administrative guidance, as determined by the Committee in its sole discretion. 
 1.16 “Trust” or “Trust Agreement” shall mean the Franklin Resources, Inc. Deferred Compensation Trust Agreement (if and when adopted by the Company) which is
intended to conform to terms of the model trust described in Revenue Procedure 92-64, 1992-2 C.B. 422, including any amendments thereto, entered into between the Company and the Trustee to carry out the provisions of the Plan. 
  

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 1.17 “Trust Fund” shall mean the cash and other property held and
administered by the Trustee pursuant to the Trust (if any) to carry out the provisions of the Plan. 
 1.18
“Trustee” shall mean the designated trustee acting at any time under the Trust. 
 1.19
“Unforeseeable Emergency” shall mean an unforeseeable emergency as defined in Code Section 409A(a)(2)(B)(ii)(I) (as limited by Code Section 409A(a)(2)(B)(ii)(II)), the Treasury regulations thereunder, and any other
published interpretive authority, as issued or amended from time to time. 
 ARTICLE 2 
 PARTICIPATION 
 2.1
Eligible Participants. The Committee shall, from time to time, designate by name those Directors who are eligible to participate in the Plan and the date upon which each such Director’s participation may commence. All designated
Directors shall be notified by the Committee of their eligibility to participate. 
 2.2 Withdrawal from
Participation. A Director who has joined the Plan as a Participant in a prior year may elect to withdraw from active participation by completing the withdrawal form attached hereto as Exhibit E and delivering it to the Committee during
the period prescribed by Section 3.1 for the submission of deferral elections. Any such withdrawal shall only be effective with respect to a Director’s participation in the calendar year immediately following the calendar year during which
the notice of withdrawal is submitted. Amounts previously credited to a withdrawing Director’s Deferred Compensation Account shall remain subject to the terms of the Plan in all respects during the Director’s period of inactive
participation, and any earnings and losses and any notional dividends shall continue to be credited to such Director’s Deferred Contribution Account in the manner provided by Sections 3.3 and 3.4, respectively, during such period. A Director
who has withdrawn from the Plan may recommence active participation in a subsequent calendar year by timely submitting a deferral election as provided by Section 3.1. 
 ARTICLE 3 
 CONTRIBUTIONS AND DETERMINATION OF BENEFITS 
 3.1 Contributions to the Plan. Participants may make Deferrals by electing
to defer the payment or issuance, as applicable, of all or any part of his or her Compensation in accordance with the terms hereof. Elections shall be made in the form attached hereto as Exhibit B. Elections must be made no later than the
last day of the deferral election period. The last day of the deferral election period shall be (i) December 31st of the calendar year
prior to the calendar year in which the Participant will render the services for which he or she will receive any part of the Compensation payable to the Participant during that year or (ii) in the first year in which a Participant first
becomes eligible to participate in the Plan (within the meaning of Section 1.409A-2(a)(7)(ii)), thirty (30) days after the Participant becomes eligible to participate in the Plan. No direct contributions by Participants are required or
permitted. An election to defer Compensation shall be effective on the 

  

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date an eligible Participant delivers a completed deferral election form to the Committee or its designee; provided, however, that, if the Participant
delivers another properly completed election to defer Compensation prior to the close of the deferral election period described in this Section 3.1, the deferral election on the form bearing the latest date shall control. On the last day of the
deferral election period, the controlling election made prior to the close of the period shall be irrevocable. 
 3.2
Investment Elections. In accordance with rules, procedures and options established by the Committee, and subject to Section 3.5 hereof, each Participant shall be permitted to provide written instructions regarding the investment of his
or her Deferred Compensation Account. Each Participant may direct that his or her Deferred Compensation Account be invested in shares of Common Stock and/or one or more Franklin Templeton mutual funds as selected by the Participant; provided,
however, that the Committee shall have the authority, in its sole discretion, with or without notice, to change or eliminate one or more of the foregoing investment alternatives available to the Participant at any time. Each Participant shall direct
the investment of his or her Deferred Compensation Account by submitting to the Company an Investment Direction in the form set forth at Exhibit D. In accordance with procedures established by the Committee, each Participant may change
his or her investment directions effective as of the first day of any calendar quarter. Such changes may be made on a validly submitted Investment Direction in the form set forth at Exhibit D no later than the last day of any calendar
quarter preceding the effective date of the change. If a Participant fails to provide any investment directions at a time when the Participant has a positive balance in the Deferred Compensation Account, the Company or the Committee shall deem the
entire Deferred Compensation Account invested in shares of Company Common Stock. The Company may invest assets allocable to a Participant’s Deferred Compensation Account in any manner, in any amount and for any period of time which the Company
in its sole discretion may select; but the Company must credit or charge the Participant’s Deferred Compensation Account with the same earnings, gains or losses that the Participant would have incurred if the Company had invested the assets
allocable to the Participant’s Deferred Compensation Account in the specific investments, in the specific amounts and for the specific periods directed by the Participant. 
 3.3 Investment Earnings or Losses. Any amounts credited to a Participant’s Deferred Compensation Account may increase or decrease as a result of the Company’s investment of such
amounts, as described in Section 3.2 above. In a manner consistent with the allocations described in Section 3.2, the investment earnings or losses under this Section 3.3 shall be credited to a Participant’s Deferred Compensation
Account, as determined in good faith by the Committee. Each Participant and each Participant’s Beneficiary understand and agree that they assume all risk in connection with any decrease in the value of the Deferred Compensation Account as
invested in accordance with these Sections 3.2 and 3.3. 
 3.4 Contribution of Notional Distributions. The Deferred
Compensation Account of each Participant shall be credited with notional dividends and other distributions at the same time, in the same form and in the same manner, and in equivalent amounts as dividends and other distributions that are payable
from time to time with respect to investments selected by the Participant under the Deferred Compensation Account. Any such notional dividends and other distributions shall be valued as of the date on which they are credited to a Participant’s
Deferred Compensation Account and reallocated to acquire additional shares of the investments selected by a Participant under the Deferred Compensation Account. If such notional dividends and other distributions are credited in a form other than
Common Stock, shares of Franklin Templeton mutual funds or cash, the Committee will determine their value in good faith. 
  

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 3.5 Blackout Periods. Notwithstanding anything herein to the contrary, during any
“blackout period” (as defined in Regulation BTR promulgated by the Securities and Exchange Commission and referred to hereinafter as “Regulation BTR”) in connection with the Plan, if a Participant otherwise would defer
receipt of such Participant’s Director fees for services rendered as a Director during such blackout period under the Plan and/or direct the investment of such fees in shares of the Common Stock during such blackout period, the Company shall
not cause an actual or deemed investment by the Company of such Director fees into shares of Common Stock during such blackout period, but, rather, shall take all steps necessary or appropriate to suspend such investment during, and until then end
of, such blackout period required by Regulation BTR. As soon as practicable following the termination of the blackout period required by Regulation BTR, the Company shall cause an actual or deemed investment of the Director fees in shares of Common
Stock in accordance with Section 3.2 and such Director’s applicable deferral or investment election. Also, during any period that the Director fees are not invested in Common Stock as a result of this Section 3.5, such fees will be
credited with interest at the same rate applicable to dividends paid by a Franklin Templeton money market fund as determined by the Committee. 
 3.6 Valuation of Participant’s Deferred Compensation Account. The value of a Participant’s Deferred Compensation Account as of any date shall be determined based on the value of the underlying
investments (selected by the Participant or otherwise in accordance with Section 3.2 hereof) as of the date the value of the Deferred Compensation Account is determined. The value of each underlying investment shall be determined based on the
closing sales price for such investment as quoted or otherwise reported on the date of determination (or, if no closing sales price was reported on that date, on the last trading date such closing sales price was reported), as reported in The Wall
Street Journal or such other source as the Committee deems reliable. 
 ARTICLE 4 
 VESTING AND DISTRIBUTION OF BENEFITS 
 4.1 Vesting of Deferred Compensation Accounts. A Participant’s Deferred Compensation Account shall be fully vested at all times. 
 4.2 Form of Payment. Distributions under the Plan shall be paid solely in cash. 
 4.3 Scheduled Distribution of Deferred Compensation Accounts. Subject to Sections 4.4, 4.5, 4.6, 4.7 and 4.8, distribution of a Participant’s Deferred Compensation Account shall occur on the date or dates
elected by the Participant pursuant to Section 3.1. The amount to be distributed from a Participant’s Deferred Compensation Account will be determined in accordance with Section 3.6 as of the date of each distribution. In the event
the valuation and distribution of all or a portion of a Participant’s Deferred Compensation Account shall occur on the same date, the distribution of all or a portion of the Participant’s Deferred Compensation Account shall be made as soon
as administratively practicable following the valuation of the Participant’s Deferred Compensation Account but in no event later than the latest date permitted by Section 1.409A-3(d) of the Treasury regulations. 
  

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 4.4 Change of Distribution Schedule. A Participant may elect, at any time, to
change his or her distribution date(s), provided that such election shall not take effect for one (1) year from the date of the new election and that under the amended payment schedule, each distribution installment (or lump sum) shall occur no
earlier than five (5) years after such installment (or lump sum) would have been paid under the prior distribution schedule, and in conformance with Code Section 409A(a)(4)(C), the Treasury regulations thereunder, and any other published
interpretive authority, as issued or amended from time to time. Notwithstanding the foregoing, for purposes of subsequent changes to an election to receive distributions in a series of installment payments, the series of installment payments shall
be treated as the entitlement to a single payment. As a result, any change to a previously-scheduled distribution shall not take effect for one (1) year from the date of the new election and distribution installments (or a lump sum payment)
shall occur no earlier than five (5) years after the date the first distribution would have been paid under the prior schedule of installment payments. 
 4.5 Change in Control. In the event of a Change in Control prior to complete distribution to a Participant of the entire balance of his or her Deferred Compensation Account, the remaining
balance of the Participant’s Deferred Compensation Account shall be determined and payable to the Participant either (a) in accordance with the Participant’s distribution schedule, or (b) in a lump sum immediately prior to the
consummation of the Change in Control, as previously elected by the Participant on Exhibit C or in the Supplemental Deferral Election Form, as applicable. 
 4.6 Death Benefit. Upon the death of a Participant prior to complete distribution to him or her of the entire balance of his or her Deferred Compensation Account, the remaining balance of
his or her Deferred Compensation Account on the date of death shall be payable to the Participant’s Beneficiary designated on Exhibit C. The remaining balance of a Participant’s Deferred Compensation Account on the date of
death shall be payable to the Participant’s Beneficiary either (a) in accordance with the Participant’s distribution schedule or (b) in a lump sum, as previously elected by the Participant on Exhibit C. 
 4.7 Disability Benefit. Upon a Participant’s Disability prior to complete distribution to him or her of the entire balance of
his or her Deferred Compensation Account, the remaining balance of his or her Deferred Compensation Account on the date of Disability shall be payable to the Participant either (a) in accordance with the Participant’s distribution schedule
or (b) in a lump sum, as previously elected by the Participant on Exhibit C or in the Supplemental Deferral Election Form, as applicable. 
 4.8 Accelerated Full or Partial Distributions. Notwithstanding the foregoing, the Committee may accelerate the payment of a Participant’s Deferred Compensation Account in any of the following
circumstances, and in such event, the distributed amounts shall be deducted from the Participant’s Deferred Compensation Account balance. 
  

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 (a) Unforeseeable Emergency. In the event of an Unforeseeable Emergency, the
Committee may, in its sole discretion, permit distribution to a Participant from his or her Deferred Compensation Account of an amount no greater than the amount necessary to satisfy the emergency plus any taxes reasonably anticipated as a result of
the distribution. 
 (b) Domestic Relations Order. In its sole discretion, the Committee may permit acceleration of
the time or schedule of a payment under the Plan to an individual other than the Participant as may be necessary to fulfill a domestic relations order (as defined in Code Section 414(p)(1)(B)). 
 (c) Conflict of Interest. In its sole discretion, the Committee may permit the acceleration of the time or schedule of a payment
under the Plan (i) to the extent necessary to permit any Participant who becomes employed in the Federal executive branch to comply with an ethics agreement with the Federal government; or (ii) to the extent reasonably necessary to avoid
the violation of an applicable Federal, state, local, or foreign ethics or conflicts of interest law. 
 (d) De Minimis
Distribution. In its sole discretion, the Committee may distribute a Participant’s entire Deferred Compensation Account balance in a single lump sum payment to the Participant, provided that (i) the balance of the Participant’s
Deferred Compensation Account as of the relevant determination date does not exceed the applicable dollar amount then in effect under Section 402(g)(1)(B) of the Code; and (ii) the payment accompanies the termination of the entirety of the
Participant’s interest in the Plan within the meaning of Section 1.409A-3(j)(4)(v) of the Treasury regulations. 
 (e) Employment Taxes. In its sole discretion, the Committee may permit acceleration of the time or schedule of a distribution under the Plan as may be necessary to pay the Federal Insurance Contributions Act (“FICA”)
tax imposed under Code Sections 3101, 3121(a) and 3121(v)(2) (as applicable) on amounts deferred under the Plan. In addition, the Committee may permit acceleration of the time or schedule of a distribution under the Plan as may be necessary to
pay the income tax at source on wages imposed under Code Section 3401 or the corresponding withholding provisions of applicable state, local, or non-U.S. tax laws as a result of the payment of the FICA tax, and to pay the additional income tax
at source on wages attributable to the pyramiding Section 3401 wages and taxes. Notwithstanding the foregoing, the total accelerated distribution to a Participant under this Section 4.8(e) shall not exceed the aggregate amount of FICA
taxes and the income tax withholding related to such amount of FICA taxes. 
 (f) Income Inclusion under Code
Section 409A. In its sole discretion, the Committee may permit acceleration of the time or schedule of a distribution under the Plan at any time the Plan fails to meet the requirements of Code Section 409A and its related Treasury
regulations. Notwithstanding the foregoing, the total accelerated distribution to a Participant under this Section 4.8(f) shall not exceed the amount required to be included as income by the Participant as a result of the failure to meet the
requirements of Code Section 409A and the applicable Treasury regulations. 
 4.9 Delay of Distributions. To the
extent permitted under Code Section 409A and the related Treasury regulations, a scheduled distribution of a Participant’s Deferred Compensation Account shall be delayed to a date after the scheduled payment date under any of the following
circumstances: 
 (a) Company’s Financial Exigency. A scheduled distribution of a Participant’s Deferred
Compensation Account shall be delayed to a date after the scheduled payment date in the event the Committee reasonably anticipates that making the distribution will jeopardize the Company’s ability to continue as a going concern. Any such
delayed distribution shall be made during the first taxable year of the Participant when the making of the distribution will not cause such a risk to the Company. 
  

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 (b) Payments that would Violate Federal Securities Laws or other Applicable Law. A
scheduled distribution from a Participant’s Deferred Compensation Account shall be delayed to a date after the scheduled payment date in the event the Committee reasonably anticipates that making the distribution will violate federal securities
laws or other applicable law. The delayed distribution must be made at the earliest date at which the Committee reasonably anticipates that making the distribution will not cause such violation. For purposes of this Section 4.9(b), making a
payment that would cause inclusion in gross income or the application of any penalty provision or other provision of the Code is not considered a violation of applicable law. 
 (c) Other Events and Conditions. The Committee may delay a scheduled distribution from the Participant’s Deferred Compensation Account upon such other events and conditions as may be
prescribed in generally applicable guidance published in the Internal Revenue Bulletin relating to Code Section 409A. 
 4.10 Participant’s Rights Unsecured. The right of Participants and their Beneficiaries to receive a distribution hereunder shall be an unsecured claim against the general assets of the Company, and neither the Participants nor
their Beneficiaries shall have any rights in or against any amount credited to their Deferred Compensation Accounts or any other specific assets of the Company, except as otherwise provided in the Trust Agreement. The Deferred Compensation Accounts
shall be kept solely as nominal accounts, may be carried in cash or any other liquid assets, may be invested in Common Stock, or may be invested in any other assets as may be selected by the Committee in its sole and absolute discretion. 

ARTICLE 5 
 DESIGNATION OF
BENEFICIARY 
 5.1 Designation of Beneficiary. A Participant may designate a Beneficiary to receive any amount due
hereunder to the Participant via written notice thereof to the Committee at any time prior to his or her death and may revoke or change the Beneficiary designated therein without the Beneficiary’s consent by written notice delivered to the
Committee at any time and from time to time prior to the Participant’s death, provided that any such designation or change of designation naming a primary Beneficiary other than the Participant’s spouse shall be effective only if written
spousal consent is provided to the Committee. If a Participant’s spouse is incapacitated, then the person who holds a power of attorney for the incapacitated spouse or other person authorized to act on behalf of the incapacitated spouse may
provide the required spousal consent. If a Participant 

  

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fails to designate a Beneficiary, or if no such designated Beneficiary shall survive him or her, then such amount shall be paid to his or her estate. The
designations of Beneficiaries shall be made in the form attached hereto as Exhibit A. 
 ARTICLE 6 
 TRUST PROVISIONS 
 6.1
Trust Agreement. The Company may establish the Trust for the purpose of retaining assets set aside by the Company pursuant to the Trust Agreement for payment of all or a portion of the amounts payable pursuant to the Plan. Any benefits not
paid from the Trust shall be paid from the Company’s general funds, and any benefits paid from the Trust shall be credited against and reduce by a corresponding amount the Company’s liability under the Plan. All Trust Funds shall be
subject to the claims of general creditors of the Company in the event the Company is insolvent as defined in the Trust Agreement. The obligations of the Company to pay benefits under the Plan and the obligation of the Trustee to pay benefits under
the Trust constitute an unfunded, unsecured promise to pay benefits in the future and the Participant and his or her Beneficiaries shall have no greater rights than general creditors of the Company. No Trust may hold assets located outside of the
United States nor provide that assets will become restricted to the provision of benefits under the Plan in connection with a change in the Company’s financial health. 
 ARTICLE 7 
 AMENDMENT AND TERMINATION 
 7.1 Amendment or Termination. 
 (a) The Committee shall have the general authority, in its sole discretion, to amend, suspend, or terminate the Plan at any time and for any reason it deems appropriate; provided however, that neither an amendment to
the Plan nor the Plan’s suspension or termination may adversely affect a Participant’s vested rights hereunder without such Participant’s prior written consent. Any amendment, suspension, or termination of the Plan must be pursuant to
a written document that is executed by a duly-authorized officer of the Company. Except as required under Code Section 409A, no Deferrals shall be made during any suspension of the Plan or after termination of the Plan. 
 (b) Notwithstanding any provision in the Plan to the contrary, the Committee, in its sole discretion, may amend or modify the Plan in any
manner to provide for the application and effects of Code Section 409A and any related regulatory or administrative guidance issued by the Internal Revenue Service. The Committee shall delay the payment of any benefits payable under this Plan
to the extent necessary to comply with Section 409A(a)(2)(B)(i) of the Code (relating to payments made to certain “specified employees” of certain publicly-traded companies) and in such event, any such amount to which a Participant
would otherwise be entitled during the six (6) month period immediately following his or her Separation from Service will be paid on the first business day following the expiration of such six (6) month period. 
  

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 7.2 Liquidation of the Plan. In connection with the termination of the Plan under
Section 7.1, the Committee may liquidate the Plan and distribute all Deferred Compensation Account balances; provided, however, that 
 (a) The termination and liquidation of the Plan does not occur proximate to a downturn in the financial health of the Company; 
 (b) All agreements, methods, programs, and other arrangements sponsored by the Company that would be aggregated with the Plan under Section 1.409A-1(c) of the Treasury regulations are also
terminated and liquidated; 
 (c) No payments in liquidation of the Plan are made within twelve (12) months of the date
on which the Company takes all necessary action to irrevocably terminate and liquidate the Plan other than payments that would have been payable under the terms of the Plan if the action to terminate and liquidate it had not occurred; 
 (d) All payments are made within twenty-four (24) months of the date the Company takes all necessary action to irrevocably terminate
and liquidate the Plan; and 
 (e) Neither the Company nor any related entity (within the meaning of Section 1.409A-1(g)
of the Treasury regulations) adopts a new plan that would be aggregated with the Plan under Section 1.409A-1(c) of the Treasury regulations within three (3) years following the date the Company takes all necessary action to irrevocably
terminate and liquidate the Plan. 
 7.3 Termination in the Event of Insolvency. To the extent permitted under Code
Section 409A, the Committee shall have the authority, in its sole discretion, to terminate the Plan and distribute each Participant’s outstanding Deferred Compensation Account balance within twelve (12) months of a corporate
dissolution taxed under Code Section 331 or with the approval of a bankruptcy court pursuant to 11 U.S.C. § 503(b)(1)(a). The total accelerated distribution under this Section 7.3 must be included in a Participant’s gross
income in the latest of: 
 (a) The calendar year in which the Plan is terminated; 
 (b) The calendar year in which the Participant’s Deferred Compensation Account balance is no longer subject to a substantial risk of
forfeiture; or 
 (c) The calendar year in which distribution of the Participant’s Deferred Compensation Account is
administratively practicable. 
 7.4 Automatic Termination of Plan. The Plan shall automatically terminate on the date
when no Participant (or Beneficiary) has any right to or expectation of payment of further benefits under the Plan. 
 7.5
Other Termination Events. The Committee shall have the authority to terminate the Plan and distribute all Deferred Compensation Account balances to Participants or, if applicable, their Beneficiaries, upon the occurrence of such other events
and conditions as may be prescribed in generally applicable guidance published in the Internal Revenue Bulletin relating to Code Section 409A. 
  

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 ARTICLE 8 
 ADMINISTRATION 
 8.1 Administration. The Committee shall administer and
interpret the Plan in accordance with the provisions of the Plan and the Trust Agreement (if any) and shall have the authority in its discretion to adopt, amend or rescind such rules and regulations as it deems advisable in the administration of the
Plan. Any determination or decision by the Committee shall be made in its sole discretion and shall be conclusive and binding on all persons who at any time have or claim to have any interest under the Plan. Notwithstanding anything in the Plan to
the contrary, the Committee shall administer and construe the Plan in accordance with Code Section 409A, the regulations thereunder, and any other published interpretive authority, as issued or amended from time to time. 
 8.2 Liability of Committee, Indemnification. The Committee shall not be liable for any determination, decision, or action made in
good faith with respect to the Plan. The Company will indemnify, defend and hold harmless the members of the Committee from and against any and all liabilities, costs, and expenses incurred by such person(s) as a result of any act, or omission, in
connection with the performance of such persons’ duties, responsibilities, and obligations under the Plan, other than such liabilities, costs, and expenses as may result from the bad faith, gross misconduct, breach of fiduciary duty or willful
failure to follow the lawful instructions of the Board or criminal acts of such persons. All members of the Board or the Committee and each and any officer or employee of the Company acting on their behalf shall, to the extent permitted by law, be
fully indemnified and protected by the Company in respect of any such action, determination or interpretation. 
 8.3
Expenses. The cost of the establishment and the adoption of the Plan by the Company, including but not limited to legal and accounting fees, shall be borne by the Company. The expenses of administering the Plan shall be borne by the Company,
and the Company shall bear, and shall not be reimbursed by the Trust, for any tax liability of the Company associated with the investment of assets held by the Trust. 
 ARTICLE 9 
 GENERAL AND MISCELLANEOUS 
 9.1 Rights Against Company. Except as expressly provided by the Plan, the establishment of the Plan shall not be construed as
giving to any Participant, employee or any person, any legal, equitable or other rights against the Company, or against its officers, directors, agents or members, or as giving to any Participant or Beneficiary any equity or other interest in the
assets or business of the Company or giving any Participant the right to be retained in the employ of the Company. In no event shall the terms of service of a Participant, expressed or implied, be modified or in any way affected by the adoption of
the Plan or Trust or any election under the Plan made by a Participant. The rights of a Participant or his or her Beneficiaries hereunder shall be solely those of an unsecured general creditor of the Company. 
  

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 9.2 Claims Procedures. Claims for benefits under the Plan by a Participant (or his
or her beneficiary or duly appointed representative) shall be filed in writing with the Committee. The Committee shall follow the procedures set forth in this Section 9.2 in processing a claim for benefits. 
 (a) A claim for benefits shall be considered filed only when actually received by the Committee on a form prescribed by the Committee.
Within ninety (90) days following receipt by the Committee of a claim for benefits and all necessary documents and information, the Committee shall furnish the Participant or Beneficiary claiming benefits under the Plan (the
“Claimant”) with written notice of the decision rendered with respect to such claim. Should special circumstances require an extension of time for processing the claim, written notice of the extension shall be furnished to the
Claimant prior to the expiration of the initial 90-day period. In the event the Claimant’s claim is wholly or partially denied, the Committee’s notice of denial will indicate the reason for denial, the pertinent provisions of the Plan on
which the denial is based, an explanation of the claims appeal procedure set forth herein, and a description of any additional material or information necessary to perfect the claim and an explanation of why such material or information is
necessary. 
 (b) Any Claimant who has had a claim for benefits denied by the Committee, or is otherwise adversely affected
by the action or inaction of the Committee, shall have the right to request further review by the Committee. Such request must be in writing, and must be received by the Committee within sixty (60) days after such person receives notice of the
Committee’s action. If written request for review is not made within such 60-day period, the Claimant shall forfeit his or her right to review. The Claimant or a duly authorized representative of the Claimant may review all pertinent documents
and submit issues and comments in writing. The Committee shall then review the claim. The Committee may issue a written decision reaffirming, modifying or setting aside its former action within ninety (90) days after receipt of the written
request for review. Should special circumstances require an extension of time for processing the appeal, written notice of the extension shall be furnished to the Claimant prior to the expiration of the initial 90-day period. An original or copy of
the decision on appeal shall be furnished to the Claimant. The decision shall set forth the reasons and pertinent plan provisions or relevant laws on which the decision rests. The decision shall be final and binding upon the Claimant and the
Committee and all other persons having or claiming to have an interest in the Plan or in any Account established under the Plan. 
 (c) In the event of any dispute over benefits under the Plan, all remedies available to the disputing individual under this Section 9.2 must be exhausted before legal recourse of any type is sought. A Claimant’s failure to submit
a claim or a request for review in accordance with the procedures and deadlines set forth in Section 9.2 shall result in an automatic, conclusive, and binding denial of the Claimant’s claim or appeal, as the case may be. 
 9.3 Assignment or Transfer. No right, title or interest of any kind in the Plan shall be transferable or assignable by any
Participant or Beneficiary or be subject to alienation, anticipation, 

  

 12 







 
encumbrance, garnishment, attachment, execution or levy of any kind, whether voluntary or involuntary, nor subject to the debts, contracts, liabilities,
engagements, or torts of a Participant or his or her Beneficiary. Any attempt to alienate, anticipate, encumber, sell, transfer, assign, pledge, garnish, attach or otherwise subject to legal or equitable process or to dispose of any interest in the
Plan shall be void. 
 9.4 Severability. If any provision of the Plan shall be declared illegal or invalid for any
reason, said illegal or invalid provision shall not affect the remaining provisions of the Plan but shall be fully severable, and the Plan shall be construed and enforced as if said illegal or invalid provision was not part of the Plan. 

9.5 Construction. The article and section headings and numbers are included only for convenience of reference and are not to be
taken as limiting or extending the meaning of any of the terms and provisions of the Plan. Whenever appropriate, words used in the singular shall include the plural or the plural may be read as the singular. When used herein, the masculine gender
includes the feminine and neuter genders, the feminine gender includes the masculine and neuter genders and the neuter gender includes the masculine and feminine genders. 
 9.6 Governing Law. The validity and effect of the Plan and the rights and obligations of all persons affected hereby shall be construed, administered and enforced in accordance with the
laws of the State of California, without giving effect to any choice of law rule, except to the extent preempted by applicable federal law. 
 9.7 Payment Due to Incompetence. If the Committee receives evidence that a Participant or Beneficiary entitled to receive any payment under the Plan is physically or mentally incompetent to receive such
payment, the Committee may, in its sole and absolute discretion, direct the payment to any other person who or trust which has been legally appointed or established for the benefit of such person. 
 9.8 Taxes. All amounts payable hereunder shall be reduced by any and all federal, state, and local taxes imposed upon the
Participant or his or her Beneficiary which are required to be paid or withheld by the Company. The determination of the Company regarding applicable income and employment tax withholding requirements shall be final and binding on the Participant.

  

 13 







 IN WITNESS WHEREOF, the Company has caused the Plan to be executed by its duly
authorized officer as of this 12th day of December, 2008. 
  

			
	 FRANKLIN RESOURCES, INC.,

	 a Delaware corporation

		
	 By:
	 	 /s/ Donna S. Ikeda

	 Its:
	 	 Vice President, Human Resources – International



  

 14 







 EXHIBIT A 
 FRANKLIN RESOURCES, INC. 
 2006 DIRECTORS DEFERRED COMPENSATION PLAN 
 BENEFICIARY DESIGNATION 
 In the event that I should die prior to the receipt of all amounts credited to my Deferred Compensation Account under the Franklin Resources, Inc. 2006 Directors Deferred Compensation Plan (the
“Plan”), and in lieu of disposing of my interest1 in my Deferred Compensation Account by my will or the laws of
intestate succession, I hereby designate the following person(s) as primary Beneficiary(ies) and contingent Beneficiary(ies) of my interest in my Deferred Compensation Account (please attach additional sheets if necessary): 
  

							
	 Primary Beneficiary(ies) (Select only one of the three alternatives)

	      
	 		  		  	
	  	 	 (a)    Individuals and/or Charities
	  	 	  	 %
Share

				
	 Name
	 	 	  		  	 
		
	 Address
	 	 
				
	 Name
	 	 	  		  	 
		
	 Address
	 	 
				
	 Name
	 	 	  		  	 
		
	 Address
	 	 
				
	 Name
	 	 	  		  	 
		
	 Address
	 	 

  

	1	 A married Participant whose Deferred Compensation Account is community property may dispose only of his or her own interest in the Deferred Compensation Account.
In such cases, the Participant’s spouse may designate the Participant or any other person(s) as the beneficiary(ies) of his or her interest in the Deferred Compensation Account on a separate Beneficiary Designation.



  


					
		 	Exhibit A	 	A-1









							
	  	 	 (b)    Residuary Testamentary Trust
	  	 	  	 
	
	 In trust, to the trustee of the trust named as the beneficiary of the residue of my probate estate.


  

									
	  	 	 (c)    Living Trust
	 	 	 	 


							
				
	 The
	 	  
	 	Trust, dated	 	  

		 	(print name of trust)	 	 (fill in date trust was established)


  

							
	 Contingent Beneficiary(ies) (Select only one of the three alternatives)

	      
	 		  		  	
	  	 	 (a)    Individuals and/or Charities
	  	 	  	 %
Share

				
	 Name
	 	 	  		  	 
		
	 Address
	 	 
				
	 Name
	 	 	  		  	 
		
	 Address
	 	 
				
	 Name
	 	 	  		  	 
		
	 Address
	 	 

  

							
	  	 	 (b)    Residuary Testamentary Trust
	  	 	  	 
	
	 In trust, to the trustee of the trust named as the beneficiary of the residue of my probate estate.


  


					
		 	Exhibit A	 	A-2









									
	  	 	 (c)    Living Trust
	 	 	 	 


							
				
	 The
	 	  
	 	Trust, dated	 	  

		 	(print name of trust)	 		 	 (fill in date trust was established)


 Should all the individual primary Beneficiary(ies) fail to survive me or if the
trust named as the primary Beneficiary does not exist at my death (or no will of mine containing a residuary trust is admitted to probate within six months of my death), the contingent Beneficiary(ies) shall be entitled to my interest in the
Deferred Compensation Account in the shares indicated. Should any individual beneficiary fail to survive me or a charity named as a beneficiary no longer exists at my death, such beneficiary’s share shall be divided among the remaining named
primary or contingent Beneficiaries, as appropriate, in proportion to the percentage shares I have allocated to them. In the event that no individual primary Beneficiary(ies) or contingent Beneficiary(ies) survives me, no trust (excluding a
residuary testamentary trust) or charity named as a primary Beneficiary or contingent Beneficiary exists at my death, and no will of mine containing a residuary trust is admitted to probate within six months of my death, then my interest in the
Deferred Compensation Account shall be disposed of by my will or the laws of intestate succession, as applicable. 
 Capitalized terms used but not otherwise defined herein shall have the same meanings as set forth in the Plan. 
 This Beneficiary Designation is effective until I file another such Beneficiary Designation with the Company. Any previous Beneficiary Designations are hereby revoked. 
  

									
	 Submitted by:
	 		 	 Filing Acknowledgement:

			
	  ̈ Participant          ̈ Participant’s Spouse
	 		 	 Franklin Resources, Inc.

				
	  
	 		 	 By:
	 	  

					
	 Name:
	 	  
	 		 	 Its:
	 	  

				
	 Date:
	 	  
	 		 	Filed with the records of the Company this 
		 		 		 	     day of                     ,
20    

  


					
		 	Exhibit A	 	A-3








 Spousal Consent for any interest in a Deferred Compensation Account that is Community Property 

 Participant’s spouse should file a separate beneficiary designation for the spouse’s community property interest in the
Participant’s Deferred Compensation Account. 
 Spousal Consent for any interest in a Deferred Compensation Account that is
not Community Property (necessary if beneficiary is other than Spouse): 
 I hereby consent to this Beneficiary Designation. This
consent does not apply to any subsequent Beneficiary Designation which may be filed by my spouse. 
  

			
	  

	(Signature of Spouse)
		
	 Date:
	 	  


  


					
		 	Exhibit A	 	A-4








 EXHIBIT B 
 FRANKLIN RESOURCES, INC. 
 2006 DIRECTORS DEFERRED COMPENSATION PLAN 
 DEFERRAL ELECTION FORM 
 Name:
                     
 I hereby
elect to defer the following Compensation amounts in accordance with the terms of the Franklin Resources, Inc. 2006 Directors Deferred Compensation Plan (the “Plan”). This election shall be effective for amounts earned as a Director
of the Company and/or any subsidiary of the Company. This election shall remain in effect indefinitely for all years of service until terminated or modified by a subsequent deferral election form which shall generally be effective for amounts earned
in the calendar year following the calendar year such subsequent deferral election form is filed with the Company: 
  

			
	  ̈
	  	         % of my annual stock grant(s).

		
	  ̈
	  	         % of my other stock grant(s).

		
	  ̈
	  	         % of my Directors’ fees.

		
	  ̈
	  	         % of my meeting fees.

		
	  ̈
	  	         % of my committee fees.

		
	  ̈
	  	         % of my chairperson fees.

		
	  ̈
	  	         % of all other fees.

		
	 Note:
	  	 As stated above, this election shall remain in effect indefinitely for all years of service until terminated or modified by a subsequent deferral election form. You can
file a new election form at any time with respect to deferrals in a subsequent calendar year. A new election form must be filed no later than December 31st of the calendar year prior to the calendar year for which the new election will be effective.


 [Signature page follows] 
  


					
		 	Exhibit B	 	B-1









									
	 Submitted by:
	 		 	 Filing Acknowledgement:

			
	 Participant
	 		 	 Franklin Resources, Inc.

				
	  
	 		 	 By:
	 	  

					
	 Name:
	 	  
	 		 	 Its:
	 	  

				
	 Date:
	 	  
	 		 	Filed with the records of the Company this
		 		 		 	     day of                     ,
20    

  


					
		 	Exhibit B	 	B-2








 EXHIBIT C 
 FRANKLIN RESOURCES, INC. 
 2006 DIRECTORS DEFERRED COMPENSATION PLAN 
 DISTRIBUTION ELECTION FORM 
 Name:
                     
 Once I am
eligible to receive distributions from the Plan, my Plan deferrals, as adjusted for income, gains or losses under the Plan, shall be paid to me on the following date(s) and in the following increment(s). If the payment date is a Saturday, Sunday or
holiday, then the payment shall be made on the next business day. Please elect either “Lump Sum,” “Equal Payments Over a Period of Years,” or “Fixed Payment Dates,” and then make the appropriate sub-election(s).

  

	1.	 Lump Sum 


  

	 ̈	 100% upon a Separation from Service 


  

	2.	 Equal Payments Over a Period of Years 


  

	 	 ̈	 Substantially equal quarterly installments over five (5) years beginning on the earlier of the January 20, April 20, July 20, or
October 20 immediately following my Separation from Service and continuing on each January 20, April 20, July 20, or October 20 thereafter. 


  

	 	 ̈	 Substantially equal quarterly installments over ten (10) years beginning on the earlier of the January 20, April 20, July 20, or
October 20 immediately following my Separation from Service and continuing on each January 20, April 20, July 20, or October 20 thereafter. (Note: Elect this alternative if you are not a resident of California and
intend to comply with California R&TC Section 17952.5.) 


  

			
	 Important Note:
	  	 For purposes of subsequent changes in the timing of the payments as elected above, the series of installment payments shall be treated as the entitlement to a single
payment. If you wish to change this election for amounts previously deferred, (a) any change shall not take effect for one (1) year from the date of the new election and (b) the commencement of payments (or a lump sum payment) shall
occur no earlier than five (5) years after the date the first distribution would have been paid under the prior distribution schedule.


  


					
		 	Exhibit C	 	C-1









	3.	 Fixed Payment Dates 


  

											
	      ̈
	 	 	  		  	 	  	 	  	 
						
		 	 Pertcentage
	  		  	Month	  	Day	  	Year
						
	      ̈
	 	 	  		  	 	  	 	  	 
						
		 	 Percentage
	  		  	Month	  	Day	  	Year
						
	      ̈
	 	 	  		  	 	  	 	  	 
						
		 	 Percentage
	  		  	Month	  	Day	  	Year
						
	      ̈
	 	 	  		  	 	  	 	  	 
						
		 	 Percentage
	  		  	Month	  	Day	  	Year

  

			
	 Important Note:
	  	 If you wish to change this election for amounts previously deferred, (a) any change shall not take effect for one (1) year from the date of the new election and
(b) each distribution (or lump sum) shall occur no earlier than five (5) years after such distribution (or lump sum) would have been paid under the prior distribution election.


 Once the payout of my Plan deferrals has commenced, dividends and other distributions accrued with
respect to my Plan deferrals shall be paid to me in the following manner: 
 Dividends and other distributions accrued with respect to
Franklin Templeton Mutual Funds: 
  

			
	  ̈
	 	 Reinvested.

		
	  ̈
	 	 Paid out on the next payment date.


 Dividends and other distributions accrued with respect to Company Common Stock: 

 

			
	  ̈
	 	 Reinvested.

		
	  ̈
	 	 Paid out on the next payment date.


  


					
		 	Exhibit C	 	C-2








 Upon my death prior to the complete distribution of my Plan deferrals (as adjusted for income, gains
and losses under the Plan), the remaining balance shall be payable to my designated beneficiary in the following manner: 
  

			
	  ̈
	 	 In a lump sum.

		
	  ̈
	 	 In accordance with the distribution schedule elected by me on this Exhibit C.

	
	 In the event of my Disability prior to the complete distribution of my Plan deferrals (as adjusted for income, gains and losses under the Plan), the remaining
balance shall be payable in the following manner:

		
	  ̈
	 	 In a lump sum.

		
	  ̈
	 	 In accordance with the distribution schedule elected by me on this Exhibit C.

	
	 In the event of a Change in Control prior to the complete distribution of my Plan deferrals (as adjusted for income, gains and losses under the Plan), the
remaining balance shall be payable in the following manner:

		
	  ̈
	 	 In a lump sum immediately prior to the consummation of a Change in Control.

		
	  ̈
	 	 In accordance with the distribution schedule elected by me on this Exhibit C.


  

									
	 Submitted by:
	 		 	 Filing Acknowledgement:

			
	 Participant
	 		 	 Franklin Resources, Inc.

				
	  
	 		 	 By:
	 	  

					
	 Name:
	 	  
	 		 	 Its:
	 	  

				
	 Date:
	 	  
	 		 	Filed with the records of the Company this
		 		 		 	     day of                     ,
20    

  


					
		 	Exhibit C	 	C-3








 EXHIBIT D 
 FRANKLIN RESOURCES, INC. 
 2006 DIRECTORS DEFERRED COMPENSATION PLAN 
 INVESTMENT DIRECTION 
  

			
	Effective Date of Change in Investment Direction:	 	 
                                        


	(select first day of any upcoming calendar quarter)	 	

 The Participant hereby directs the investment of his or her Deferred Compensation Account in
Franklin Resources, Inc. Common Stock and/or one or more Franklin Templeton mutual funds in accordance with the percentages indicated below. 
  

				
	 INVESTMENT
	  	Percentage	 
	 Franklin Resources, Inc. Common Stock
	  	    	%
		  	    	%
		  	    	%
		  	    	%
		  	    	%
		  	100	%

  

									
	 Submitted by:
	 		 	 Filing Acknowledgement:

			
	 Participant
	 		 	 Franklin Resources, Inc.

				
	  
	 		 	 By:
	 	  

					
	 Name:
	 	  
	 		 	 Its:
	 	  

				
	 Date:
	 	  
	 		 	Filed with the records of the Company this
		 		 		 	     day of                     ,
20    

  


					
		 	Exhibit D	 	D-1








 EXHIBIT E 
 FRANKLIN RESOURCES, INC. 
 2006 DIRECTORS DEFERRED COMPENSATION PLAN 
 WITHDRAWAL FORM 
 Name:
                     
 I am currently a
participant in the Franklin Resources, Inc. 2006 Directors Deferred Compensation Plan (the “Plan”). 
 Effective January 1,          (specify applicable calendar year), I hereby withdraw from the Plan, and no additional amounts of compensation
payable to me on or after such date will be deferred under the Plan unless I file a subsequent election form. I shall be eligible to defer additional amounts under the Plan only by timely delivery to the Company of a new election form which shall
generally be effective for amounts earned in the calendar year following the calendar year such subsequent deferral election form is filed with the Company. A new election form must be filed no later than December 31st of the calendar year prior to the calendar year for which the new election form will be effective. 
 My Plan deferrals (including amounts deferred during the remainder of the current calendar year), as adjusted for losses or gains under the Plan, shall be paid to me in accordance with my most
recent Deferral Election Form unless I file a subsequent election form to which the Committee can give effect. 
  

									
	 Submitted by:
	 		 	 Filing Acknowledgement:

			
	 Participant
	 		 	 Franklin Resources, Inc.

				
	  
	 		 	 By:
	 	  

					
	 Name:
	 	  
	 		 	 Its:
	 	  

				
	 Date:
	 	  
	 		 	 Filed with the records of the Company this

		 		 		 	     day of                     ,
20    

  


					
		 	Exhibit E	 	E-1