Exhibit 4.4
                                                                     -----------


                          REGISTRATION RIGHTS AGREEMENT


                     THIS REGISTRATION RIGHTS AGREEMENT is made and entered into
May 11, 2001 by and between Franklin Resources, Inc., a Delaware corporation
(the "Company"), and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated (the "Initial Purchaser") pursuant to the Purchase Agreement, dated
as of May 8, 2001 (the "Purchase Agreement"), between the Company and the
Initial Purchaser. In order to induce the Initial Purchaser to enter into the
Purchase Agreement, the Company has agreed to provide the registration rights
set forth in this Agreement. The execution of this Agreement is a condition to
the closing under the Purchase Agreement.

                     The Company agrees with the Initial Purchaser, (i) for the
benefit of the Initial Purchaser and (ii) for the benefit of the beneficial
owners (including the Initial Purchaser) from time to time of the Securities (as
defined herein) and the beneficial owners from time to time of the Underlying
Common Stock (as defined herein) issued upon conversion of the Securities (each
of the foregoing a "Holder" and together the "Holders"), as follows:

                     Section 1. Definitions. Capitalized terms used herein
without definition shall have their respective meanings set forth in the
Purchase Agreement. As used in this Agreement, the following terms shall have
the following meanings:

                     "Affiliate" means, with respect to any specified person, an
"affiliate," as defined in Rule 144, of such person.

                     "Applicable Conversion Price" means, as of any date of
determination, (A) the Applicable Principal Amount per $1,000 principal amount
at maturity of Securities as of such date of determination, divided by the
Conversion Rate in effect as of such date of determination or, (B) if no
Securities are then outstanding, the Conversion Rate that would be in effect
were Securities then outstanding.

                     "Applicable Principal Amount" means, as of any date of
determination, (A) with respect to each $1,000 principal amount at maturity of
Securities, (i) the sum of the initial issue price of such Securities ($571.28)
plus accrued original issue discount with respect to such Securities through
such date of determination or (ii) if no Securities are then outstanding, such
sum calculated as if such Securities were then outstanding, or (B) if the
Securities have been converted to semiannual coupon notes upon a Tax Event (as
defined in the Indenture) pursuant to Section 10.01 of the Indenture, the
Restated Principal Amount (as defined in the Indenture).

                     "Business Day" means each Monday, Tuesday, Wednesday,
Thursday and Friday that is not a day on which banking institutions in The City
of New York are authorized or obligated by law or executive order to close.

                     "Common Stock" means any shares of Common Stock, par value
$0.10 per share, of the Company and any other shares of common stock as may
constitute "Common Stock" for purposes of the Indenture, including the
Underlying Common Stock.

                     "Conversion Rate" has the meaning assigned to that term in
the Indenture.



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                     "Damages Accrual Period" has the meaning specified in
Section 2(e) hereof.

                     "Damages Payment Date" means each May 11 and November 11 in
the case of Securities and the Underlying Common Stock.

                     "Deferral Notice" has the meaning specified in Section 3(i)
hereof.

                     "Deferral Period" has the meaning specified in Section 3(i)
hereof.

                     "Effectiveness Deadline Date" has the meaning specified in
Section 2(a) hereof.

                     "Effectiveness Period" means the period of two years from
the date the Shelf Registration Statement is declared effective or such shorter
period ending on the date that all Registrable Securities have ceased to be
Registrable Securities.

                     "Event" has the meaning specified in Section 2(e) hereof.

                     "Event Termination Date" has the meaning specified in
Section 2(e) hereof.

                     "Event Date" has the meaning specified in Section 2(e)
hereof.

                     "Exchange Act" means the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the SEC promulgated thereunder.

                     "Filing Deadline Date" has the meaning specified in Section
2(a) hereof.

                     "Holder" has the meaning specified in the second paragraph
of this Agreement.

                     "Indenture" means the Indenture dated as of the date hereof
between the Company and the Trustee, pursuant to which the Securities are being
issued.

                     "Initial Purchaser" means Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated.

                     "Initial Shelf Registration Statement" has the meaning
specified in Section 2(a) hereof.

                     "Issue Date" means May 11, 2001.

                     "Liquidated Damages Amount" has the meaning specified in
Section 2(e) hereof.

                     "Material Event" has the meaning specified in Section 3(i)
hereof.

                     "Notice and Questionnaire" means a written notice delivered
to the Company containing substantially the information called for by the
Selling Securityholder Notice and Questionnaire attached as Annex A to the
Offering Memorandum of the Company dated May 8, 2001 relating to the Securities.


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                     "Notice Holder" means, on any date, any Holder that has
delivered a Notice and Questionnaire to the Company on or prior to such date.

                     "Person" shall mean a corporation, association,
partnership, organization, business, individual, government or political
subdivision thereof or governmental agency.

                     "Prospectus" means the prospectus included in any
Registration Statement (including, without limitation, a prospectus that
discloses information previously omitted from a prospectus filed as part of an
effective registration statement in reliance upon Rule 430A promulgated under
the Securities Act), as amended or supplemented by any amendment or prospectus
supplement, including post-effective amendments, and all materials incorporated
by reference or explicitly deemed to be incorporated by reference in such
Prospectus.

                     "Purchase Agreement" has the meaning specified in the first
paragraph of this Agreement.

                     "Record Holder" means, with respect to any Damages Payment
Date relating to any Securities or Underlying Common Stock as to which any
Liquidated Damages Amount has accrued, the registered holder of such Securities
or Underlying Common Stock, as the case may be, 15 days prior to such Damages
Payment Date.

                     "Registrable Securities" means the Securities and the
Underlying Common Stock, until such securities have been converted or exchanged,
and, at all times subsequent to any such conversion or exchange, any securities
into or for which such securities have been converted or exchanged, and any
security issued with respect thereto upon any stock dividend, split or similar
event until, in the case of any such security, the earliest of (i) its effective
registration under the Securities Act and resale in accordance with the
Registration Statement covering it, (ii) expiration of the holding period that
would be applicable thereto under Rule 144(k) were it not held by an Affiliate
of the Company or (iii) its sale to the public pursuant to Rule 144.

                     "Registration Expenses" has the meaning specified in
Section 5 hereof.

                     "Registration Statement" means any registration statement
of the Company that covers any of the Registrable Securities pursuant to the
provisions of this Agreement, including the Prospectus, amendments and
supplements to such registration statement, including post-effective amendments,
all exhibits, and all materials incorporated by reference or explicitly deemed
to be incorporated by reference in such registration statement.

                     "Restricted Securities" has the meaning assigned to that
term in Rule 144.

                     "Rule 144" means Rule 144 under the Securities Act, as such
Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the SEC.

                     "Rule 144A" means Rule 144A under the Securities Act, as
such Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the SEC.

                     "SEC" means the U.S. Securities and Exchange Commission and
any successor agency.

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                     "Securities" means the Liquid Yield Option(TM)Notes due
2031 of the Company to be purchased pursuant to the Purchase Agreement or, if
the Securities have been converted to semiannual coupon notes upon a Tax Event
(as defined in the Indenture), such semiannual coupon notes.

                     "Securities Act" means the Securities Act of 1933, as
amended, and the rules and regulations promulgated by the SEC thereunder.

                     "Shelf Registration Statement" has the meaning specified in
Section 2(a) hereof.

                     "Subsequent Shelf Registration Statement" has the meaning
specified in Section 2(b) hereof.

                     "TIA" means the Trust Indenture Act of 1939, as amended.

                     "Trustee" means The Bank of New York, a New York banking
corporation (or any successor entity), the Trustee under the Indenture.

                     "Underlying Common Stock" means the Common Stock into which
the Securities are convertible or issued upon any such conversion.

                     Section 2. Shelf Registration. (a) The Company shall
prepare and file or cause to be prepared and filed with the SEC, as promptly as
is practicable but in any event by the date that is ninety (90) days after the
Issue Date (the "Filing Deadline Date"), a Registration Statement for an
offering to be made on a delayed or continuous basis pursuant to Rule 415 of the
Securities Act (a "Shelf Registration Statement") registering the resale from
time to time by Holders thereof of all of the Registrable Securities (the
"Initial Shelf Registration Statement"). The Initial Shelf Registration
Statement shall be on Form S-3 or another appropriate form permitting
registration of such Registrable Securities for resale by such Holders in
accordance with the methods of distribution elected by the Holders and set forth
in the Initial Shelf Registration Statement, provided that in no event will such
method(s) of distribution take the form of an underwritten offering of the
Registrable Securities without the prior agreement of the Company. The Company
shall use reasonable efforts to cause the Initial Shelf Registration Statement
to be declared effective under the Securities Act as promptly as is practicable
but in any event by the date that is one hundred and eighty (180) days after the
Issue Date (the "Effectiveness Deadline Date"), and to keep the Initial Shelf
Registration Statement (or any Subsequent Shelf Registration Statement)
continuously effective under the Securities Act until the expiration of the
Effectiveness Period; provided, however, that no Holder shall be entitled to
have its Registrable Securities covered by such Shelf Registration Statement
unless such Holder shall have provided a Notice and Questionnaire in accordance
with Section 2(d) and is in compliance with Section 4. None of the Company's
security holders (other than the Holders of Registrable Securities) shall have
the right to include any of the Company's securities in the Shelf Registration
Statement.

                     (b) If the Initial Shelf Registration Statement or any
Subsequent Shelf Registration Statement ceases to be effective for any reason at
any time during the Effectiveness Period (other than because all Registrable
Securities registered thereunder shall have been resold pursuant thereto or
shall have otherwise ceased to be Registrable Securities), the Company shall use


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<PAGE>
reasonable efforts to obtain the prompt withdrawal of any order suspending the
effectiveness thereof, and in any event shall within thirty (30) days of such
cessation of effectiveness amend the Shelf Registration Statement in a manner
reasonably expected to obtain the withdrawal of the order suspending the
effectiveness thereof, or file an additional Shelf Registration Statement
covering all of the securities that as of the date of such filing are
Registrable Securities (a "Subsequent Shelf Registration Statement"). If a
Subsequent Shelf Registration Statement is filed, the Company shall use
reasonable efforts to cause the Subsequent Shelf Registration Statement to
become effective as promptly as is practicable after such filing (or, if filed
during a Deferral Period, after the expiration of such Deferral Period) and to
keep such Subsequent Shelf Registration Statement continuously effective until
the end of the Effectiveness Period.

                     (c) The Company shall supplement and amend the Shelf
Registration Statement if required by the rules, regulations or instructions
applicable to the registration form used by the Company for such Shelf
Registration Statement, if required by the Securities Act or, to the extent to
which the Company does not reasonably object, as reasonably requested by the
Initial Purchaser or by the Trustee on behalf of the registered Holders.

                     (d) Each Holder of Registrable Securities agrees that if
such Holder wishes to sell Registrable Securities pursuant to a Shelf
Registration Statement and related Prospectus it will do so only in accordance
with this Section 2(d) and Section 3(i). Each Holder of Registrable Securities
wishing to sell Registrable Securities pursuant to a Shelf Registration
Statement and related Prospectus agrees to deliver a Notice and Questionnaire to
the Company at least five (5) Business Days prior to any intended distribution
of Registrable Securities under the Shelf Registration Statement. From and after
the date the Initial Shelf Registration Statement is declared effective, the
Company shall, (i)(A) as promptly as is practicable after the date a Notice and
Questionnaire is delivered, but in any event within five (5) days after such
date, if required by applicable federal securities law, file with the SEC a
post-effective amendment to the Shelf Registration Statement or prepare and, if
required by applicable federal securities law, file a supplement to the related
Prospectus or a supplement or amendment to any document incorporated therein by
reference or file any other document required by the SEC so that the Holder
delivering such Notice and Questionnaire is named as a selling security holder
in the Shelf Registration Statement and the related Prospectus in such a manner
as to permit such Holder to deliver such Prospectus to purchasers of the
Registrable Securities in accordance with applicable law (other than laws not
generally applicable to all Holders of Registrable Securities wishing to sell
Registrable Securities pursuant to the Shelf Registration Statement and related
Prospectus) and, (B) if the Company shall file a post-effective amendment to the
Shelf Registration Statement, use reasonable efforts to cause such
post-effective amendment to be declared effective under the Securities Act as
promptly as is practicable; (ii) provide such Holder copies of any documents
filed pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as
is reasonably practicable after the effectiveness under the Securities Act of
any post-effective amendment filed pursuant to Section 2(d)(i); provided, that
if such Notice and Questionnaire is delivered during a Deferral Period, the
Company shall so inform the Holder delivering such Notice and Questionnaire and
shall take the actions set forth in clauses (i), (ii) and (iii) above upon
expiration of the Deferral Period in accordance with Section 3(i); and provided,
further, that if under applicable law the Company has more than one option as to
the type of or manner of making any such filing (as are set forth in an opinion
of a nationally recognized counsel experienced in such matters delivered by the
Holder to the Company), the Company will make the required filing or filings in


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<PAGE>
the manner or of a type that is reasonably expected to result in the earliest
availability of the Prospectus for effecting resales of Registrable Securities.
Notwithstanding anything contained herein to the contrary, the Company shall be
under no obligation to name any Holder that is not a Notice Holder as a selling
security holder in any Registration Statement or related Prospectus; provided,
however, that any Holder that becomes a Notice Holder pursuant to the provisions
of Section 2(d) of this Agreement (whether or not such Holder was a Notice
Holder at the time the Registration Statement was initially declared effective)
shall be named as a selling security holder in the Registration Statement or
related Prospectus subject to and in accordance with the requirements of this
Section 2(d).

                     (e) The parties hereto agree that the Holders of
Registrable Securities will suffer damages, and that it would not be feasible to
ascertain the extent of such damages with precision, if (i) the Initial Shelf
Registration Statement has not been filed on or prior to the Filing Deadline
Date, (ii) the Initial Shelf Registration Statement has not been declared
effective under the Securities Act on or prior to the Effectiveness Deadline
Date, (iii) the Company has failed to perform its obligations set forth in
Section 2(d)(i)(A) hereof within the time period required therein, or (iv) the
aggregate duration of Deferral Periods in any period exceeds the number of days
permitted in respect of such period pursuant to Section 3(i) hereof (each of the
events of a type described in any of the foregoing clauses (i) through (iv) are
individually referred to herein as an "Event," and the Filing Deadline Date in
the case of clause (i), the Effectiveness Deadline Date in the case of clause
(ii), the date by which the Company is required to perform its obligations set
forth in Section 2(d)(i)(A) in the case of clause (iii), and the date on which
the aggregate duration of Deferral Periods in any period exceeds the number of
days permitted by Section 3(i) hereof in the case of clause (iv), being referred
to herein as an "Event Date"). Events shall be deemed to continue until the
"Event Termination Date," which shall be the following dates with respect to the
respective types of Events: the date the Initial Shelf Registration Statement is
filed in the case of an Event of the type described in clause (i), the date the
Initial Shelf Registration Statement is declared effective under the Securities
Act in the case of an Event of the type described in clause (ii), the date the
Company performs its obligations set forth in Section 2(d)(i)(A) in the case of
an Event of the type described in clause (iii), and termination of the Deferral
Period that caused the limit on the aggregate duration of Deferral Periods in a
period set forth in Section 3(i) to be exceeded in the case of an Event of the
type described in clause (iv).

                     Accordingly, commencing on (and including) any Event Date
and ending on (but excluding) the next date on which there are no Events that
have occurred and are continuing (a "Damages Accrual Period"), the Company
agrees to pay, as liquidated damages and not as a penalty, an amount (the
"Liquidated Damages Amount"), payable on the Damages Payment Dates to Record
Holders of then outstanding Securities that are Registrable Securities and of
then outstanding shares of Underlying Common Stock issued upon conversion of
Securities that are Registrable Securities, as the case may be, accruing, for
each portion of such Damages Accrual Period beginning on and including a Damages
Payment Date (or, in respect of the first time that the Liquidation Damages
Amount is to be paid to Holders on a Damages Payment Date as a result of the
occurrence of any particular Event, from the Event Date) and ending on but
excluding the first to occur of (A) the date of the end of the Damages Accrual
Period or (B) the next Damages Payment Date, at a rate per annum equal to
one-quarter of one percent (0.25%) for the first 90-day period from the Event
Date, and thereafter at a rate per annum equal to one-half of one percent (0.5%)


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<PAGE>
of the aggregate Applicable Principal Amount of such Securities and the
aggregate Applicable Conversion Price of such shares of Underlying Common Stock,
as the case may be, in each case determined as of the Business Day immediately
preceding the next Damages Payment Date; provided, that in the case of a Damages
Accrual Period that is in effect solely as a result of an Event of the type
described in clause (iii) of the immediately preceding paragraph, such
Liquidated Damages Amount shall be paid only to the Holders that have delivered
Notice and Questionnaires that caused the Company to incur the obligations set
forth in Section 2(d)(i)(A) the non-performance of which is the basis of such
Event; provided further, that any Liquidated Damages Amount accrued with respect
to any Securities or portion thereof called for redemption on a redemption date
or converted into Underlying Common Stock on a conversion date prior to the
Damages Payment Date, shall, in any such event, be paid instead to the Holder
who submitted such Securities or portion thereof for redemption or conversion on
the applicable redemption date or conversion date, as the case may be, on such
date (or promptly following the conversion date, in the case of conversion).
Notwithstanding the foregoing, no Liquidated Damages Amounts shall accrue as to
any Registrable Security from and after the earlier of (x) the date such
security is no longer a Registrable Security and (y) expiration of the
Effectiveness Period. The rate of accrual of the Liquidated Damages Amount with
respect to any period shall not exceed the rate provided for in this paragraph
notwithstanding the occurrence of multiple concurrent Events. Following the cure
of all Events requiring the payment by the Company of Liquidated Damages Amounts
to the Holders of Registrable Securities pursuant to this Section, the accrual
of Liquidated Damages Amounts will cease (without in any way limiting the effect
of any subsequent Event requiring the payment of the Liquidated Damages Amount
by the Company).

                     The Trustee shall be entitled, on behalf of Holders of
Securities or Underlying Common Stock, to seek any available remedy for the
enforcement of this Agreement, including for the payment of any Liquidated
Damages Amount. Notwithstanding the foregoing, the parties agree that the sole
monetary damages payable for a violation of the terms of this Agreement with
respect to which liquidated damages are expressly provided shall be such
liquidated damages. Nothing shall preclude a Notice Holder or Holder of
Registrable Securities from pursuing or obtaining specific performance or other
equitable relief with respect to this Agreement.

                     All of the Company's obligations set forth in this Section
2(e) that are outstanding with respect to any Registrable Security at the time
such security ceases to be a Registrable Security shall survive until such time
as all such obligations with respect to such security have been satisfied in
full (notwithstanding termination of this Agreement pursuant to Section 9(k)).

                     The parties hereto agree that the liquidated damages
provided for in this Section 2(e) constitute a reasonable estimate of the
damages that may be incurred by Holders of Registrable Securities by reason of
the failure of the Shelf Registration Statement to be filed or declared
effective or available for effecting resales of Registrable Securities in
accordance with the provisions hereof.

                     Section 3. Registration Procedures. In connection with the
registration obligations of the Company under Section 2 hereof, the Company
shall:

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<PAGE>
                     (a) Before filing any Registration Statement or Prospectus
or any amendments or supplements (other than supplements solely for the purpose
of naming one or more Notice Holders as selling security holders) thereto with
the SEC, furnish to the Initial Purchaser copies of all such documents proposed
to be filed and use reasonable efforts to reflect in each such document when so
filed with the SEC such comments as the Initial Purchaser reasonably shall
propose within three (3) Business Days of the delivery of such copies to the
Initial Purchaser.

                     (b) Prepare and file with the SEC such amendments and
post-effective amendments to each Registration Statement as may be necessary to
keep such Registration Statement continuously effective under the Securities Act
until the expiration of the Effectiveness Period; cause the related Prospectus
to be supplemented by any Prospectus supplement required by applicable federal
securities laws, and as so supplemented to be filed pursuant to Rule 424 (or any
similar provisions then in force) under the Securities Act; and use reasonable
efforts to comply with the provisions of the Securities Act applicable to it
with respect to the disposition of all securities covered by such Registration
Statement during the Effectiveness Period in accordance with the intended
methods of disposition by the sellers thereof set forth in such Registration
Statement as so amended or such Prospectus as so supplemented.

                     (c) As promptly as practicable give notice to the Notice
Holders and the Initial Purchaser (i) when any Prospectus, Prospectus
supplement, Registration Statement or post-effective amendment to a Registration
Statement has been filed with the SEC and, with respect to a Registration
Statement or any post-effective amendment, when the same has been declared
effective (provided, however, that the Company shall not be required by this
clause (i) to notify the Initial Purchaser or any Notice Holder of the filing of
a Prospectus supplement solely for the purpose of naming one or more Notice
Holders as selling security holders), (ii) of any request, following the
effectiveness of the Initial Shelf Registration Statement under the Securities
Act, by the SEC or any other federal or state governmental authority for
amendments or supplements to any Registration Statement or related Prospectus or
for additional information, (iii) of the issuance by the SEC or any other
federal or state governmental authority of any stop order suspending the
effectiveness of any Registration Statement or the initiation or threatening of
any proceedings for that purpose, (iv) of the receipt by the Company of any
notification with respect to the suspension of the qualification or exemption
from qualification of any of the Registrable Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purpose, (v) of the occurrence of (but not the nature of or details concerning)
a Material Event (provided, however, that no notice by the Company shall be
required pursuant to this clause (v) in the event that the Company either
promptly files a Prospectus supplement to update the Prospectus or a Form 8-K or
other appropriate Exchange Act report that is incorporated by reference into the
Registration Statement, which, in either case, contains the requisite
information with respect to such Material Event that results in such
Registration Statement no longer containing any untrue statement of material
fact or omitting to state a material fact necessary to make the statements
contained therein not misleading) and (vi) of the determination by the Company
to file a post-effective amendment to a Registration Statement with the SEC,
which notice may, at the discretion of the Company (or as required pursuant to
Section 3(i)), state that it constitutes a Deferral Notice, in which event the
provisions of Section 3(i) shall apply.


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                     (d) Use reasonable efforts to obtain the withdrawal of any
order suspending the effectiveness of a Registration Statement or the lifting of
any suspension of the qualification (or exemption from qualification) of any of
the Registrable Securities for sale in any jurisdiction in which they have been
qualified for sale, in either case at the earliest possible moment or, if any
such order or suspension is made effective during any Deferral Period, at the
earliest possible moment after the expiration of such Deferral Period.

                     (e) If reasonably requested by the Initial Purchaser or any
Notice Holder, as promptly as reasonably practicable incorporate in a Prospectus
supplement or post-effective amendment to a Registration Statement such
information as the Initial Purchaser or such Notice Holder shall, on the basis
of a written opinion of nationally-recognized counsel experienced in such
matters, determine to be required to be included therein by applicable federal
securities law and make any required filings of such Prospectus supplement or
such post-effective amendment; provided, that the Company shall not be required
to take any actions under this Section 3(e) that are not, in the reasonable
opinion of counsel for the Company, in compliance with applicable law.

                     (f) As promptly as reasonably practicable furnish to each
Notice Holder and the Initial Purchaser, upon their request and without charge,
at least one (1) conformed copy of the Registration Statement and any amendment
thereto, including financial statements but excluding schedules, all documents
incorporated or deemed to be incorporated therein by reference and all exhibits
(unless requested in writing to the Company by such Notice Holder or the Initial
Purchaser, as the case may be).

                     (g) During the Effectiveness Period, deliver to each Notice
Holder in connection with any sale of Registrable Securities pursuant to a
Registration Statement, without charge, as many copies of the Prospectus or
Prospectuses relating to such Registrable Securities (including each preliminary
prospectus) and any amendment or supplement thereto as such Notice Holder may
reasonably request; and the Company hereby consents (except during such periods
that a Deferral Notice is outstanding and has not been revoked) to the use of
such Prospectus or each amendment or supplement thereto by each Notice Holder in
connection with any offering and sale of the Registrable Securities covered by
such Prospectus or any amendment or supplement thereto in the manner set forth
therein.

                     (h) Prior to any public offering of the Registrable
Securities pursuant to the Shelf Registration Statement, use reasonable efforts
to register or qualify or cooperate with the Notice Holders in connection with
the registration or qualification (or exemption from such registration or
qualification) of such Registrable Securities for offer and sale under the
securities or Blue Sky laws of such jurisdictions within the United States as
any Notice Holder reasonably requests in writing (which request may be included
in the Notice and Questionnaire), it being agreed that no such registration or
qualification will be made unless so requested; prior to any public offering of
the Registrable Securities pursuant to the Shelf Registration Statement, use
reasonable efforts to keep each such registration or qualification (or exemption
therefrom) effective during the Effectiveness Period in connection with such
Notice Holder's offer and sale of Registrable Securities pursuant to such
registration or qualification (or exemption therefrom) and do any and all other
acts or things necessary to enable the disposition in such jurisdictions of such
Registrable Securities in the manner set forth in the relevant Registration
Statement and the related Prospectus; provided, that the Company will not be


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<PAGE>
required to (i) qualify as a foreign corporation or as a dealer in securities in
any jurisdiction where it would not otherwise be required to qualify but for
this Agreement or (ii) take any action that would subject it to general service
of process in suits or to taxation in any such jurisdiction where it is not then
so subject.

                     (i) Upon (A) the issuance by the SEC of a stop order
suspending the effectiveness of the Shelf Registration Statement or the
initiation of proceedings with respect to the Shelf Registration Statement under
Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or
the existence of any fact (a "Material Event") as a result of which any
Registration Statement shall contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to
make the statements therein not misleading, or any Prospectus shall contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading (including, in
any such case, as a result of the non-availability of financial statements), or
(C) the occurrence or existence of any pending corporate development that, in
the discretion of the Company, makes it appropriate to suspend the availability
of the Shelf Registration Statement and the related Prospectus, (i) in the case
of clause (B) above, subject to the next sentence, as promptly as practicable
prepare and file a post-effective amendment to such Registration Statement or a
supplement to the related Prospectus or any document incorporated therein by
reference or file any other required document that would be incorporated by
reference into such Registration Statement and Prospectus so that such
Registration Statement does not contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary to
make the statements therein not misleading, and such Prospectus does not contain
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading, as
thereafter delivered to the purchasers of the Registrable Securities being sold
thereunder, and, in the case of a post-effective amendment to a Registration
Statement, subject to the next sentence, use all reasonable efforts to cause it
to be declared effective as promptly as is reasonably practicable, and (ii) give
notice to the Notice Holders that the availability of the Shelf Registration
Statement is suspended (a "Deferral Notice") and, upon receipt of any Deferral
Notice, each Notice Holder agrees not to sell any Registrable Securities
pursuant to the Registration Statement until such Notice Holder's receipt of
copies of the supplemented or amended Prospectus provided for in clause (i)
above, or until such Notice Holder is advised in writing by the Company that the
Prospectus may be used, and has received copies of any additional or
supplemental filings that are incorporated or deemed incorporated by reference
in such Prospectus. The Company will use reasonable efforts to ensure that the
use of the Prospectus may be resumed (x) in the case of clause (A) above, as
promptly as is practicable, (y) in the case of clause (B) above, as soon as, in
the sole judgment of the Company, public disclosure of such Material Event would
not be prejudicial to or contrary to the interests of the Company or, if
necessary to avoid unreasonable burden or expense, as soon as reasonably
practicable thereafter and (z) in the case of clause (C) above, as soon as, in
the discretion of the Company, such suspension is no longer appropriate. The
period during which the availability of the Registration Statement and any
Prospectus is suspended (the "Deferral Period") shall not exceed forty-five (45)
days in any three (3) month period and ninety (90) days in any twelve (12) month
period. During such Deferral Period, the Company shall not incur any obligation
to pay liquidated damages pursuant to Section 2(e) hereof.


                                       10
<PAGE>
                     (j) If reasonably requested in writing in connection with a
disposition of Registrable Securities pursuant to a Registration Statement, make
reasonably available for inspection during normal business hours by a
representative for the Notice Holders of such Registrable Securities and any
broker-dealers, attorneys and accountants retained by such Notice Holders, all
relevant financial and other records, pertinent corporate documents and
properties of the Company and its subsidiaries, and cause the appropriate
executive officers, directors and designated employees of the Company and its
subsidiaries to make reasonably available for inspection during normal business
hours all relevant information reasonably requested by such representative for
the Notice Holders or any such broker-dealers, attorneys or accountants in
connection with such disposition, in each case as is customary for similar "due
diligence" examinations; provided, however, that such persons shall first agree
in writing with the Company that any information that is reasonably and in good
faith designated by the Company in writing as confidential at the time of
delivery of such information shall be kept confidential by such persons and
shall be used solely for the purposes of exercising rights under this Agreement,
unless (i) disclosure of such information is required by court or administrative
order or is necessary to respond to inquiries of regulatory authorities, (ii)
disclosure of such information is required by law (including any disclosure
requirements pursuant to federal securities laws in connection with the filing
of any Registration Statement or the use of any Prospectus referred to in this
Agreement), (iii) such information becomes generally available to the public
other than as a result of a disclosure or failure to safeguard by any such
person or (iv) such information becomes available to any such person from a
source other than the Company and such source is not (to the reasonable
knowledge of such person) bound by a confidentiality agreement; and provided
further, that the foregoing inspection and information gathering shall, to the
greatest extent reasonably possible, be coordinated on behalf of all the Notice
Holders and the other parties entitled thereto by the counsel referred to in
Section 5, including the designation of a common broker-dealer, attorney and
accountant acceptable to all such Notice Holders to act as their representative.

                     (k) Comply with all applicable rules and regulations of the
SEC and make generally available to its securityholders earning statements
(which need not be audited) satisfying the provisions of Section 11(a) of the
Securities Act and Rule 158 thereunder (or any similar rule promulgated under
the Securities Act) no later than 45 days after the end of any 12-month period
(or 90 days after the end of any 12-month period if such period is a fiscal
year) commencing on the first day of the first fiscal quarter of the Company
commencing after the effective date of a Registration Statement, which
statements shall cover said 12-month periods.

                     (l) Cooperate with each Notice Holder to facilitate the
timely preparation and delivery of certificates representing Registrable
Securities sold pursuant to a Registration Statement, and cause such Registrable
Securities to be in such denominations as are permitted by the Indenture and
registered in such names as such Notice Holder may request in writing at least
two Business Days prior to any sale of such Registrable Securities.

                     (m) Provide a CUSIP number for all Registrable Securities
covered by each Registration Statement not later than the effective date of such
Registration Statement and provide the Trustee for the Securities and the
transfer agent for the Securities with printed certificates for the Registrable
Securities that are in a form eligible for deposit with The Depository Trust
Company.

                                       11
<PAGE>
                     (n) Make a reasonable effort to provide such information as
is required for any filings required to be made with the National Association of
Securities Dealers, Inc.

                     (o) Upon (i) the filing of the Initial Shelf Registration
Statement and (ii) the effectiveness of the Initial Shelf Registration
Statement, announce the same, in each case by release to Businesswire or other
equivalent means of dissemination reasonably expected to make such information
known publicly.

                     (p) Enter into such customary agreements and take all such
other reasonable necessary actions in connection therewith (including those
reasonably requested by the holders of a majority of the Registrable Securities
being sold) in order to expedite or facilitate disposition of such Registrable
Securities, provided that the Company shall not be required to take any action
in connection with an underwritten offering without its consent.

                     (q) Cause the Indenture to be qualified under the TIA not
later than the effective date of any Registration Statement; and in connection
therewith, cooperate with the Trustee to effect such changes to the Indenture as
may be required for the Indenture to be so qualified in accordance with the
terms of the TIA and execute, and use reasonable efforts to cause the Trustee to
execute, all documents as may be required to effect such changes, and all other
forms and documents required to be filed with the SEC to enable the Indenture to
be so qualified in a timely manner.

                     Section 4. Holders' Obligations. Each Holder agrees, by
acquisition of the Registrable Securities, that no Holder of Registrable
Securities shall be entitled to sell any of such Registrable Securities pursuant
to a Registration Statement or to receive a Prospectus relating thereto, unless
such Holder has furnished the Company with a Notice and Questionnaire as
required pursuant to Section 2(d) hereof (including the information required to
be included in such Notice and Questionnaire) and the information set forth in
the next sentence. Each Notice Holder agrees promptly to furnish to the Company
all information required to be disclosed in order to make the information
previously furnished to the Company by such Notice Holder not misleading and any
other information regarding such Notice Holder and the distribution of such
Registrable Securities as may be required to be disclosed in the Registration
Statement under applicable law or pursuant to SEC comments or requests, and any
information reasonably required by the Company to comply with applicable law or
regulation, based on the advice of counsel. Each Holder further agrees,
following the termination of the Effectiveness Period, to notify the Company
within ten (10) Business Days of request, of the amount of Registrable
Securities sold pursuant to the Registration Statement.

                     Section 5. Registration Expenses. The Company shall bear
all fees and expenses incurred in connection with the performance by the Company
of its obligations under Sections 2 and 3 of this Agreement whether or not any
of the Registration Statements are declared effective. Such fees and expenses
shall include, without limitation, (i) all registration and filing fees
(including, without limitation, fees and expenses (x) with respect to filings
required to be made with the National Association of Securities Dealers, Inc.
and (y) of compliance with federal and state securities or Blue Sky laws to the
extent such filings or compliance are required pursuant to this Agreement
(including, without limitation, reasonable fees and disbursements of the counsel
specified in the next sentence in connection with Blue Sky qualifications of the


                                       12
<PAGE>
Registrable Securities under the laws of such jurisdictions as the Notice
Holders of a majority of the Registrable Securities being sold pursuant to a
Registration Statement may designate)), (ii) printing expenses (including,
without limitation, expenses of printing certificates for Registrable Securities
in a form eligible for deposit with The Depository Trust Company), (iii)
duplication expenses relating to copies of any Registration Statement or
Prospectus delivered to any Holders hereunder, (iv) fees and disbursements of
counsel for the Company in connection with the Shelf Registration Statement, and
(v) reasonable fees and disbursements of the Trustee and its counsel and of the
registrar and transfer agent for the Common Stock. In addition, the Company
shall bear or reimburse the Notice Holders for the reasonable fees and
disbursements of one firm of legal counsel for the Holders (which shall not
exceed $20,000 in the aggregate absent an extraordinary event; in the case of an
extraordinary event which results in fees and disbursements above $20,000, the
Initial Purchaser will undertake reasonable efforts to so notify the Company as
promptly as practicable), which shall initially be Cleary Gottlieb Steen &
Hamilton, but which may, upon the written consent of the Initial Purchaser
(which shall not be unreasonably withheld), be another nationally recognized law
firm experienced in securities law matters designated by the Company. In
addition, the Company shall pay the internal expenses of the Company (including,
without limitation, all salaries and expenses of officers and employees
performing legal or accounting duties), the expense of any annual audit, the
fees and expenses incurred in connection with the listing of the Registrable
Securities on any securities exchange on which similar securities of the Company
are then listed and the fees and expenses of any person, including special
experts, retained by the Company.

                     Section 6. Representations and Warranties. The Company
represents and warrants to, and agrees with, the Initial Purchaser and each of
the Holders from time to time of Registrable Securities that:

                     (a) Each registration statement covering Registrable
Securities and each Prospectus contained therein or furnished pursuant to
Section 3(f) and (g) hereof and any further amendments or supplements to any
such registration statement or Prospectus, when it becomes effective with the
SEC, as the case may be, and, in the case of an underwritten offering of
Registrable Securities, at the time of the closing under the underwriting
agreement relating thereto, will conform in all material respects to the
applicable requirements of the Securities Act and the TIA and will not contain
an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading;
and at all times subsequent to the time and date the Shelf Registration is
declared effective when a Prospectus would be required to be delivered under the
Securities Act, other than during a Deferral Period in accordance with Section
3(i) hereof or from (i) such time as a notice has been given to Holders of
Registrable Securities pursuant to Section 3(c)(v) hereof until (ii) such time
as the Company furnishes an amended or supplemented Prospectus pursuant to
Section 3(g) hereof or such time as the Company provides notice that offers and
sales pursuant to the Shelf Registration may continue, each such registration
statement, and each Prospectus (including any summary Prospectus) contained
therein or furnished pursuant to Section 3 hereof, as then amended or
supplemented, will conform in all material respects to the applicable
requirements of the Securities Act and the TIA; provided, however, that this
representation and warranty shall not apply to any statements or omissions made
in reliance upon and in conformity with information furnished in writing to the
Company (including in a Notice and Questionnaire) by or on behalf of a Holder of
Registrable Securities expressly for use therein.


                                       13
<PAGE>
                     (b) Any documents incorporated by reference in any
Prospectus referred to in Section 6(a) hereof, when they become or became
effective or are or were filed with the SEC, as the case may be, will conform or
conformed in all material respects to the requirements of the Securities Act or
the Exchange Act, as applicable, and none of such documents will contain or
contained an untrue statement of a material fact or will omit or omitted to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading, provided, however, that this representation
and warranty shall not apply to any statements or omissions made in reliance
upon and in conformity with information furnished in writing to the Company
(including in a Notice and Questionnaire) by a Holder of Registrable Securities
expressly for use therein.

                     (c) The execution, delivery and performance by the Company
of this Agreement, and compliance by the Company with the terms hereof and the
consummation of the transactions contemplated hereby, will not conflict with or
result in a breach or violation of any of the terms or provisions of, or
constitute a default under, or result in the creation or imposition of any lien,
charge or encumbrance which is material to the Company and its Significant
Subsidiaries (as defined in Regulation S-X promulgated under the Securities
Act), taken as a whole, upon any property or assets of the Company or any of its
Significant Subsidiaries pursuant to, any agreement or instrument which is
material to the Company and its Significant Subsidiaries, taken as a whole, to
which the Company or any of its Significant Subsidiaries is a party or by which
the Company or any of its Significant Subsidiaries is bound or to which any of
the property or assets of the Company or any of its Significant Subsidiaries is
subject, nor will such actions result in any violation of the provisions of the
charter or by-laws of the Company or any of its Significant Subsidiaries or any
statute or any judgment, order, decree, rule or regulation which is material to
the Company and its Significant Subsidiaries, taken as a whole, of any court or
arbitrator or governmental agency or body having jurisdiction over the Company
or any of its Significant Subsidiaries or any of their respective properties or
assets; and no consent, approval, authorization or order of, or filing or
registration with, any such court or arbitrator or governmental agency or body
under any such statute, judgment, order, decree, rule or regulation is required
for the execution, delivery and performance by the Company of this Agreement and
compliance by the Company with the terms hereof and the consummation of the
transactions contemplated by this Agreement, except for such consents,
approvals, authorizations, filings, registrations or qualifications (i) which
shall have been obtained or made prior to the Issue Date and (ii) as may be
required to be obtained or made under the Securities Act and applicable state
securities laws.

                     (d) This Agreement has been duly authorized, executed and
delivered by the Company and constitutes a legal, valid and binding agreement of
the Company, enforceable against the Company in accordance with its terms,
except as the enforcement thereof may be limited by bankruptcy, insolvency
(including, without limitation, all laws relating to fraudulent transfers),
reorganization, moratorium or other similar laws relating to or affecting
enforcement of creditor's rights generally, or by general principles of equity
(including, without limitation, concepts of materiality, reasonableness, good
faith and fair dealing) regardless of whether enforcement is considered in a
proceeding in equity or at law.


                                       14
<PAGE>
                     Section 7. Indemnification; Contribution.

                     (a) The Company agrees to indemnify and hold harmless the
Initial Purchaser and each holder of Registrable Securities and each person, if
any, who controls the Initial Purchaser or any holder of Registrable Securities
within the meaning of either Section 15 of the Securities Act or Section 20 of
the Exchange Act, as follows:

                     (i) against any and all loss, liability, claim, damage and
           expense whatsoever, as incurred, arising out of any untrue statement
           or alleged untrue statement of a material fact contained in the
           Registration Statement (or any amendment thereto), or the omission or
           alleged omission therefrom of a material fact necessary in order to
           make the statements therein, in light of the circumstances under
           which they were made, not misleading or arising out of any untrue
           statement or alleged untrue statement of a material fact included in
           any preliminary prospectus or the Prospectus (or any amendment or
           supplement thereto), or the omission or alleged omission therefrom of
           a material fact necessary in order to make the statements therein, in
           the light of the circumstances under which they were made, not
           misleading;

                     (ii) against any and all loss, liability, claim, damage and
           expense whatsoever, as incurred, to the extent of the aggregate
           amount paid in settlement of any litigation, or any investigation or
           proceeding by any governmental agency or body, commenced or
           threatened, or of any claim whatsoever based upon any such untrue
           statement or omission, or any such alleged untrue statement or
           omission, provided that (subject to Section 7(d) below) any such
           settlement is effected with the prior written consent of the Company;
           and

                     (iii) subject to Section 7(c) below, against any and all
           expense whatsoever, as incurred (including the fees and disbursements
           of counsel), reasonably incurred in investigating, preparing or
           defending against any litigation, or any investigation or proceeding
           by any governmental agency or body, commenced or threatened, or any
           claim whatsoever based upon any such untrue statement or omission, or
           any such alleged untrue statement or omission, to the extent that any
           such expense is not paid under (i) or (ii) above;

                     provided, however, that this indemnity shall not apply to
                     any loss, liability, claim, damage or expense to the extent
                     arising out of any untrue statement or omission or alleged
                     untrue statement or omission made in reliance upon and in
                     conformity with written information furnished to the
                     Company by or on behalf of Initial Purchaser or such holder
                     of Registrable Securities (which also acknowledges the
                     indemnity provisions herein) and each person, if any, who
                     controls the Initial Purchaser or any such holder of
                     Registrable Securities expressly for use in the
                     Registration Statement (or any amendment thereto), or any
                     preliminary prospectus or the Prospectus (or any amendment
                     or supplement thereto); provided further, that this
                     indemnity agreement shall not apply to any loss, liability,
                     claim, damage or expense (1) arising from an offer or sale


                                       15
<PAGE>
                     of Registrable Securities occurring during a Deferral
                     Period, if the indemnified party is a Notice Holder that
                     received a Deferral Notice, or (2) if the Holder fails to
                     deliver at or prior to written confirmation of sale, the
                     most recent Prospectus, as amended or supplemented, and
                     such Prospectus, as amended or supplemented, would have
                     corrected such untrue statement or omission or alleged
                     untrue statement or omission of a material fact.

                               This indemnity agreement will be in addition to
                     any liability which the Company may otherwise have.

                     (b) In connection with any Shelf Registration in which a
holder, including, without limitation, the Initial Purchaser, of Registrable
Securities is participating, in furnishing information relating to such holder
of Registrable Securities to the Company in writing expressly for use in such
Registration Statement, any preliminary prospectus, the Prospectus or any
amendments or supplements thereto, the holders of such Registrable Securities
agree, severally and not jointly, to indemnify and hold harmless the Initial
Purchaser and each person, if any, who controls the Initial Purchaser within the
meaning of either Section 15 of the Securities Act or Section 20 of the Exchange
Act and the Company, and each person, if any, who controls the Company within
the meaning of either such Section, against any and all loss, liability, claim,
damage and expense described in the indemnity contained in subsection (a) of
this Section, as incurred, but only with respect to untrue statements or
omissions, or alleged untrue statements or omissions, made in the Registration
Statement (or any amendment thereto), or any preliminary prospectus or the
Prospectus (or any amendment or supplement thereto) in reliance upon and in
conformity with written information furnished to the Company by or on behalf of
such holder of Registrable Securities (which also acknowledges the indemnity
provisions herein) and each person, if any, who controls any such holder of
Registrable Securities expressly for use in the Registration Statement (or any
amendment thereto) or such preliminary prospectus or the Prospectus (or any
amendment or supplement thereto).

                     The Initial Purchaser agrees to indemnify and hold harmless
the Company, the holders of Registrable Securities, and each person, if any, who
controls the Company or any holder of Registrable Securities within the meaning
of either Section 15 of the Securities Act or Section 20 of the Exchange Act
against any and all loss, liability, claim, damage and expense described in the
indemnity contained in subsection (a) of this Section, as incurred, but only
with respect to untrue statements or omissions, or alleged untrue statements or
omissions, made in the Registration Statement (or any amendment thereto), or any
preliminary prospectus or the Prospectus (or any amendment or supplement
thereto) in reliance upon and in conformity with written information furnished
to the Company by or on behalf of the Initial Purchaser expressly for use in the
Registration Statement (or any amendment thereto) or such preliminary prospectus
or the Prospectus (or any amendment or supplement thereto).

                     (c) Each indemnified party shall give notice as promptly as
reasonably practicable to each indemnifying party of any action commenced
against it in respect of which indemnity may be sought hereunder, but failure to
so notify an indemnifying party shall not relieve such indemnifying party from
any liability hereunder to the extent it is not materially prejudiced as a
result thereof and in any event shall not relieve it from any liability which it


                                       16
<PAGE>
may have otherwise than on account of this indemnity agreement. An indemnifying
party may participate at its own expense in the defense of any such action;
provided, however, that counsel to the indemnifying party shall not (except with
the consent of the indemnified party) also be counsel to the indemnified party.
In no event shall the indemnifying parties be liable for fees and expenses of
more than one counsel (in addition to any local counsel) separate from their own
counsel for all indemnified parties in connection with any one action or
separate but similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances. No indemnifying party shall,
without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever in respect of which
indemnification or contribution could be sought under this Section 7 hereof
(whether or not the indemnified parties are actual or potential parties
thereto), unless such settlement, compromise or consent (i) includes an
unconditional release of each indemnified party from all liability arising out
of such litigation, investigation, proceeding or claim and (ii) does not include
a statement as to or an admission of fault, culpability or a failure to act by
or on behalf of any indemnified party.

                     (d) If at any time an indemnified party shall have
requested an indemnifying party to reimburse the indemnified party for fees and
expenses of counsel, such indemnifying party agrees that it shall be liable for
any settlement of the nature contemplated by Section 7(a)(ii) effected without
its written consent if (i) such settlement is entered into more than 45 days
after receipt by such indemnifying party of aforesaid request, (ii) such
indemnifying party shall have received notice of the terms of such settlement at
least 30 days prior to such settlement being entered into and (iii) such
indemnifying party shall not have reimbursed such indemnified party in
accordance with such request prior to the date of such settlement.

                     (e) If the indemnification provided for in this Section 7
is for any reason unavailable to or insufficient to hold harmless an indemnified
party in respect of any losses, liabilities, claims, damages or expenses
referred to therein, then each indemnifying party shall contribute to the
aggregate amount of such losses, liabilities, claims, damages and expenses
incurred by such indemnified party, as incurred, in such proportion as is
appropriate to reflect the relative fault of the indemnifying party or parties
on the one hand and of the indemnified party on the other hand in connection
with the statements or omissions which resulted in such losses, liabilities,
claims, damages or expenses, as well as any other relevant equitable
considerations.

                     The relative fault of the Company on the one hand and the
holders of the Registrable Securities or the Initial Purchaser on the other hand
shall be determined by reference to, among other things, whether any such untrue
or alleged untrue statement of a material fact or omission or alleged omission
to state a material fact relates to information supplied by the Company or by
the holder of the Registrable Securities or the Initial Purchaser and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.

                     The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 7(e) were determined by pro
rata allocation or by any other method of allocation which does not take account
of the equitable considerations referred to above in this Section 7(e). The
aggregate amount of losses, liabilities, claims, damages, and expenses incurred


                                       17
<PAGE>
by an indemnified party and referred to above in this Section 7(e) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon any such
untrue or alleged untrue statement or omission or alleged omission.

                     Notwithstanding the provisions of this Section 7, neither
the holder of any Registrable Securities nor the Initial Purchaser, shall be
required to indemnify or contribute any amount in excess of the amount by which
the total price at which the Registrable Securities sold by such holder of
Registrable Securities or underwritten by the Initial Purchaser, as the case may
be, and distributed to the public were offered to the public exceeds the amount
of any damages that such holder of Registrable Securities or the Initial
Purchaser has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission.

                     No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.

                     For purposes of this Section 7(e), each person, if any, who
controls the Initial Purchaser or any holder of Registrable Securities within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act shall have the same rights to contribution as the Initial Purchaser or such
holder, and each person, if any, who controls the Company within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act shall have
the same rights to contribution as the Company.

                     Section 8. Information Requirements. (a) The Company
covenants that, if at any time before the end of the Effectiveness Period the
Company is not subject to the reporting requirements of the Exchange Act, it
will cooperate with any Holder of Registrable Securities and take such further
reasonable action as any Holder of Registrable Securities may reasonably request
in writing (including, without limitation, making such reasonable
representations as any such Holder may reasonably request), all to the extent
required from time to time to enable such Holder to sell Registrable Securities
without registration under the Securities Act within the limitation of the
exemptions provided by Rule 144 and Rule 144A under the Securities Act and
customarily taken in connection with sales pursuant to such exemptions. Upon the
written request of any Holder of Registrable Securities, the Company shall
deliver to such Holder a written statement as to whether it has complied with
such filing requirements, unless such a statement has been included in the
Company's most recent report required to be filed and filed pursuant to Section
13 or Section 15(d) of Exchange Act. Notwithstanding the foregoing, nothing in
this Section 8 shall be deemed to require the Company to register any of its
securities (other than the Common Stock) under any section of the Exchange Act.

                     Section 9. Miscellaneous.

                     (a) No Conflicting Agreements. The Company is not, as of
the date hereof, a party to, nor shall it, on or after the date of this
Agreement, enter into, any agreement with respect to its securities that
conflicts with the rights granted to the Holders of Registrable Securities in


                                       18
<PAGE>
this Agreement. The Company represents and warrants that the rights granted to
the Holders of Registrable Securities hereunder do not in any way conflict with
the rights granted to the holders of the Company's securities under any other
agreements.

                     (b) Amendments and Waivers. The provisions of this
Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, unless the Company has obtained the written
consent of Holders of a majority of the then outstanding Underlying Common Stock
constituting Registrable Securities (with Holders of Securities deemed to be the
Holders, for purposes of this Section, of the number of outstanding shares of
Underlying Common Stock into which such Securities are or would be convertible
or exchangeable as of the date on which such consent is requested).
Notwithstanding the foregoing, a waiver or consent to depart from the provisions
hereof with respect to a matter that relates exclusively to the rights of
Holders of Registrable Securities whose securities are being sold pursuant to a
Registration Statement and that does not directly or indirectly affect the
rights of other Holders of Registrable Securities may be given by Holders of at
least a majority of the Registrable Securities being sold by such Holders
pursuant to such Registration Statement; provided, that the provisions of this
sentence may not be amended, modified, or supplemented except in accordance with
the provisions of the immediately preceding sentence. Each Holder of Registrable
Securities outstanding at the time of any such amendment, modification,
supplement, waiver or consent or thereafter shall be bound by any such
amendment, modification, supplement, waiver or consent effected pursuant to this
Section 9(b), whether or not any notice, writing or marking indicating such
amendment, modification, supplement, waiver or consent appears on the
Registrable Securities or is delivered to such Holder.

                     (c) Notices. All notices and other communications provided
for or permitted hereunder shall be made in writing by hand delivery, by
telecopier, by courier guaranteeing overnight delivery or by first-class mail,
return receipt requested, and shall be deemed given (i) when made, if made by
hand delivery, (ii) upon confirmation, if made by telecopier, (iii) one (1)
Business Day after being deposited with such courier, if made by overnight
courier or (iv) on the date indicated on the notice of receipt, if made by
first-class mail, to the parties as follows:

                     (w) if to a Holder of Registrable Securities, at the most
           current address given by such Holder to the Company in a Notice and
           Questionnaire or any amendment thereto;

                     (x) if to the Company, to:

                     Franklin Resources, Inc.
                     777 Mariners Island Blvd.
                     San Mateo, CA 94403-7777
                     Attention:  Secretary
                     Telephone : (650) 312-3000
                     Facsimile:  (650) 312-2804

                     and

                                       19
<PAGE>
                     (y) if to the Initial Purchaser, to:

                     Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
                      Smith Incorporated
                     World Financial Center
                     North Tower
                     250 Vesey Street
                     New York, New York  10281
                     Attention: Equity Capital Markets Syndicate
                     Facsimile: (212) 738-1069


or to such other address as such person may have furnished to the other persons
identified in this Section 9(c) in writing in accordance herewith.

                     (d) Approval of Holders. Whenever the consent or approval
of Holders of a specified percentage of Registrable Securities is required
hereunder, the Registrable Securities held by the Company or its Affiliates (as
such term is defined in Rule 405 under the Securities Act) (other than the
Initial Purchaser or subsequent Holders of Registrable Securities if such
subsequent Holders are deemed to be such Affiliates solely by reason of their
holdings of such Registrable Securities) shall not be counted in determining
whether such consent or approval was given by the Holders of such required
percentage.

                     (e) Successors and Assigns. Any person who purchases any
Registrable Securities from the Initial Purchaser shall be deemed, for purposes
of this Agreement, to be an assignee of the Initial Purchaser. This Agreement
shall inure to the benefit of and be binding upon the successors and assigns of
each of the parties and shall inure to the benefit of and be binding upon each
Holder of any Registrable Securities.

                     (f) Counterparts. This Agreement may be executed in any
number of counterparts and by the parties hereto in separate counterparts, each
of which when so executed shall be deemed to be original and all of which taken
together shall constitute one and the same agreement.

                     (g) Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

                     (h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO
CONFLICTS OF LAWS PRINCIPLES THEREOF.

                     (i) Severability. If any term, provision, covenant or
restriction of this Agreement is held to be invalid, illegal, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions set forth herein shall remain in full force and effect and shall in
no way be affected, impaired or invalidated thereby, and the parties hereto
shall use their best efforts to find and employ an alternative means to achieve
the same or substantially the same result as that contemplated by such term,
provision, covenant or restriction, it being intended that all of the rights and
privileges of the parties shall be enforceable to the fullest extent permitted
by law.

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<PAGE>
                     (j) Entire Agreement. This Agreement is intended by the
parties as a final expression of their agreement and is intended to be a
complete and exclusive statement of the agreement and understanding of the
parties hereto in respect of the subject matter contained herein and the
registration rights granted by the Company with respect to the Registrable
Securities. Except as provided in the Purchase Agreement, there are no
restrictions, promises, warranties or undertakings, other than those set forth
or referred to herein, with respect to the registration rights granted by the
Company with respect to the Registrable Securities. This Agreement supersedes
all prior agreements and undertakings among the parties with respect to such
registration rights.

                     (k) Termination. This Agreement and the obligations of the
parties hereunder shall terminate upon the expiration of the Effectiveness
Period, except for any liabilities or obligations under Sections 4, 5 or 7
hereof and the obligations to make payments of and provide for liquidated
damages under Section 2(e) hereof to the extent such damages accrue prior to the
end of the Effectiveness Period, each of which shall remain in effect in
accordance with its terms.


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                     IN WITNESS WHEREOF, the parties have executed this
Registration Rights Agreement as of the date first written above.


FRANKLIN RESOURCES, INC.

By: Leslie M. Kratter
    ----------------------------------------------
    Name: Leslie M. Kratter
    Title: Senior Vice President and Secretary



Confirmed and accepted as of the date first above written:

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

By: Benjamin Andrew Hoover, III
    ----------------------------------------------
    Name: Benjamin Andrew Hoover, III
    Title: Director












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