EMPLOYMENT AGREEMENT

            THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of
the 22nd day of December, 2000 by and among ANNE M. TATLOCK (the "Employee"),
FIDUCIARY TRUST COMPANY INTERNATIONAL, a bank organized under the New York State
Banking Law ("Company"), and FRANKLIN RESOURCES, INC., a Delaware corporation
("Parent").

            WHEREAS, Company is a bank organized and existing under Article III
of the New York State Banking Law (the "NYBL"); and

            WHEREAS, Company and Parent entered into an agreement whereby Parent
will acquire all the shares of Company (the "Agreement and Plan of Share
Acquisition"); and

            WHEREAS, pursuant to the Agreement and Plan of Share Acquisition,
the parties desire to enter into an employment agreement under which the
Employee shall be employed by Company and under which Company shall compensate
the Employee following the closing date of the acquisition (the "Closing Date");
provided, that if prior notification to or approval of the Board of Governors of
the Federal Reserve System, the New York State Banking Department or any other
governmental entity is required in connection with the employee entering into
this Agreement, such employment and compensation will begin, and this Agreement
shall only be effective, following the date on which any required notification
periods have expired or been terminated, such approvals have been obtained and
any waiting period or periods shall have passed.

            NOW, THEREFORE, in consideration of the foregoing recitals, the
mutual promises and agreements hereinafter set forth, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Company, Parent, and the Employee agree as follows:

                                    ARTICLE I

                                   EMPLOYMENT

     1.1 OFFICE;  RESPONSIBILITIES.  Subject to the terms hereof,  Company shall
employ the Employee,  and the Employee shall be employed by Company, as Chairman
and Chief Executive  Officer,  effective as of the Closing Date,  subject to the
direction and  supervision of the Chief Executive  Officer of Parent  ("Parent's
CEO").  The Employee  shall  report  directly to Parent's  CEO.  The  Employee's
responsibilities will be as determined by Parent's CEO and shall include,  among
other things,  assisting in  maintaining  and  enhancing  the material  business
relationships  of  Company.  In  addition,  the  Employee  shall be a member  of
Company's Executive Committee and Management  Committee and shall be a member of
Parent's Board of Directors,  so long as the Employee meets the  requirements to
be a director of a corporation  organized  under  Delaware  Corporation  Law and
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shall be a member of the office of the  Chairman of Parent,  for so long as such
office is in existence.

     1.2  FULL-TIME  COMMITMENT.  The Employee  hereby  accepts such  employment
hereunder,  and agrees  that she will  devote  substantially  all of her working
time, attention,  knowledge and skills, faithfully,  diligently, and to the best
of her  ability in  furtherance  of the  business  of Company  and as  otherwise
reasonably  necessary  to such  employment.  During  the term of her  employment
hereunder,  the Employee  will not accept  employment  or  compensation  from or
perform  services of any nature for any business  enterprise  other than Company
and its subsidiaries; PROVIDED, HOWEVER, that nothing in this Agreement shall be
deemed to  restrict  the  Employee  from  serving  on (i) the  unpaid  boards of
charitable,  not-for-profit or community organizations or (ii) the boards of the
organizations  set forth on Schedule A attached hereto, or any other boards with
the prior written  consent of Company's  Board of Directors and Parent's CEO, in
each case so long as such  activities do not interfere  with the  performance of
her duties hereunder.

                                   ARTICLE II

                               TERM OF EMPLOYMENT

     2.1 TERM. The employment of the Employee  pursuant hereto shall commence on
the Closing Date (or if later,  the date of regulatory  approval  referred to in
the third  whereas  clause  above) and remain in effect for a term  expiring  at
12:01 A.M.  New York City time five (5) years from the Closing Date (the "Term")
unless sooner terminated pursuant to the provisions hereof. The Employee must be
employed  by  Company on and prior to the  Closing  Date for this  Agreement  to
become effective.  Employment after the expiration of the Term, if any, shall be
on an employment at-will basis unless otherwise negotiated by the parties.

                                  ARTICLE III

                            COMPENSATION OF EMPLOYEE

     3.1  SALARY.  During  the Term,  Company  shall pay to the  Employee a base
salary  ("Base  Salary")  equal to five  hundred  and  ninety  thousand  dollars
($590,000) per year, payable in accordance with the regular payroll practices of
Company, but not less frequently than monthly. Such Base Salary shall be subject
to review on an annual  basis by  Parent's  CEO,  subject to review by  Parent's
Compensation  Committee,  which  review  shall not result in a decrease  in Base
Salary.  The Base Salary and all other  compensation  payments  to the  Employee
under this  Agreement  or any other  agreement  shall be subject to  withholding
taxes and other applicable deductions.

     3.2 BONUS AND INCENTIVE  COMPENSATION.  The Employee  shall be eligible for
short-term and long-term bonus (each as specified below, and  collectively,  the
"Bonus") and incentive compensation plan participation,  on terms and conditions

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<PAGE>

no less  favorable  than those  available  for senior  management  employees  of
Parent.  The amount and payment of such Bonus and  incentive  compensation  plan
participation shall be subject to the attainment of such performance  objectives
as  Parent's  CEO shall  determine,  with the  approval  of  Company  and Parent
Compensation Committees.  Performance objectives may include management, Parent,
Company, and individual targets, and overall Parent performance.

          (a) MINIMUM BONUS  THROUGH  SEPTEMBER  30, 2002.  Notwithstanding  the
     other  provisions  of this  Section  3.2,  the  Bonus  for the  period  (i)
     commencing January 1, 2001 and ending December 31, 2001 and (ii) commencing
     January 1, 2002 and ending September 30, 2002, on an annualized basis shall
     not be less than six hundred and nine thousand,  two hundred and eighty one
     dollars ($609,281). The Bonus for such periods shall be payable as follows:

               (i)  SHORT-TERM  BONUS.  Employee  shall  receive  an  annualized
          short-term  bonus  ("Short-Term  Bonus")  of no less than two  hundred
          ninety six thousand,  five hundred dollars ($296,500),  which shall be
          payable in cash within  forty-five  (45) days following the end of the
          applicable period to which such Short-Term Bonus relates.

               (ii)  LONG-TERM  BONUS.  Employee  shall  receive  an  annualized
          long-term bonus ("Long-Term  Bonus") of no less than three hundred and
          twelve thousand, seven hundred and eighty one dollars($312,781), which
          shall be granted to Employee on the last day of the applicable period,
          and shall be in the form of Parent restricted stock,  which shall vest
          in three (3) equal  one-third (1/3)  increments on the first,  second,
          and third  anniversaries of the date of grant.  The Parent  restricted
          stock  granted  shall be for a number  of Parent  shares  equal to the
          Long-Term  Bonus  divided by the eleven (11) day average per share New
          York Stock Exchange closing price of Parent stock (which shall include
          the date of grant,  the five  trading  days prior to the date of grant
          and the five trading days following the date of grant).

          (b) BONUS AND INCENTIVE  COMPENSATION  AFTER SEPTEMBER 30, 2002. After
     September 30, 2002, the Employee shall become a participant in an incentive
     compensation  plan  established by Parent,  and will be eligible to receive
     awards,  grants or payments  thereunder,  in amounts  comparable to, senior
     management  employees  of  Parent.  Such  incentive  compensation  plan (or
     program) will consist of, among other components and without  limitation by
     specification,  a cash bonus, a long-term stock incentive bonus distributed
     in the form of Parent restricted stock and/or stock options.  To the extent
     employment  is not  continued  beyond  the Term,  the  bonus and  incentive
     compensation for the period  commencing  October 1, 2005 through the end of
     the Term shall not be less than the  pro-rated  amount of the prior  fiscal
     year's  incentive  compensation  payments to the Employee  pursuant to this
     Section  3.2(b) but shall not  extinguish any rights the Employee has under
     any then-existing award or grant.

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<PAGE>

     3.3 ADDITIONAL  SERVICES  COMPENSATION.  (a) In consideration of additional
services to be rendered by the Employee in order to facilitate  the  integration
of the  business  of  Company  and  Parent  following  the  consummation  of the
Agreement and Plan of Share Acquisition,  during the Term, the Employee shall be
eligible to receive additional services cash compensation  ("Additional Services
Cash  Compensation")  in the  aggregate  amount  of  two  million,  one  hundred
twenty-five  thousand dollars  ($2,125,000)  payable as follows:  twenty percent
(20%) of such Additional Services Cash Compensation (equal to $425,000) shall be
payable on each of the first,  second,  third, fourth and fifth anniversaries of
the Closing Date. Such Additional Services Cash Compensation shall be payable in
cash as soon as practicable after each such anniversary of the Closing Date, but
in no event  later than  thirty  (30) days after  each such  anniversary  of the
Closing Date.

          (b) In addition,  Employee  shall be eligible to receive stock options
     calculated  using  the  amount  of  $530,000  ("Additional  Services  Stock
     Compensation").   The  Additional  Services  Stock  Compensation  shall  be
     distributed in the form of stock options granted on the Closing Date, fifty
     percent  (50%) of which shall become  exercisable  if the Employee  remains
     employed by Company  through the third  anniversary of the Closing Date and
     the remaining fifty percent (50%) shall become  exercisable if the Employee
     remains  employed by Company through the fourth  anniversary of the Closing
     Date.  Such stock options shall be for the number of Parent shares equal to
     (i) the Additional Services Stock Compensation divided by the per share New
     York Stock Exchange closing price of Parent stock on the Closing Date, (ii)
     multiplied by three. Once such stock options become exercisable, they shall
     remain  exercisable  until the earlier of: (x) the fifth anniversary of the
     date of grant, (y) the first anniversary of a Disabling Event or (z) ninety
     (90) days following  termination of employment  with Company.  The exercise
     price of such  options  shall be the per  share  New  York  Stock  Exchange
     closing price of Parent stock on the Closing Date.

     3.4 BENEFITS;  OTHER  COMPENSATION.  (a) The Employee  shall be entitled to
such health,  life,  disability or other insurance  benefits,  such qualified or
nonqualified  profit  sharing,   pension  or  other  deferred   compensation  or
supplemental  retirement plan benefits,  and such paid vacation and other fringe
benefits  and other  perquisites  (collectively,  "Benefits")  as are  generally
applicable to other senior management employees of Company from time to time. In
addition,  retiree medical  (including  prescription  drug and dental) insurance
benefits currently provided to retired employees of Company and its subsidiaries
shall be provided upon retirement to the Employees and shall not be reduced from
the levels provided prior to the Closing Date. The Employee shall be entitled to
participate  in such plans or programs  as are  generally  applicable  to senior
management  employees  of Parent  from time to time (it being the  intent of the
parties hereto that the Employee be treated with respect to Benefits in a manner
similar to Senior  management  employees  of  Parent)  unless  the  Employee  is
participating  in Benefit  plans of Company that provide  substantially  similar
Benefits to the  Employee.  If the Employee  becomes  subject to any Benefits of
Parent,  (i) the  Employee's  prior years of service with Company shall be taken
into account by Company with respect to eligibility,  benefits and vesting under

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<PAGE>

any Parent employee  Benefit plan,  program or arrangement and (ii) Parent shall
cause  any and  all  pre-existing  condition  limitations,  eligibility  waiting
periods and  evidence of  insurability  requirements  under any group plan to be
waived,  or not  applicable,  with  respect  to the  Employee  and her  eligible
dependents to the same extent waived under  Company's  Benefit plans;  PROVIDED,
HOWEVER,  that prior  years of service  provided  in (i) shall not be taken into
account to the extent it would result in the duplication of benefits  accrued in
any prior year; and PROVIDED FURTHER,  HOWEVER,  that if the Employee  commences
participation in any Benefit plan of Parent,  the Employee shall not be entitled
to  participate  in the  corresponding  benefit plan  maintained by the Company.
Notwithstanding  anything  to the  contrary  contained  herein,  for a period of
eighteen (18) months  following the Closing Date,  Parent shall,  or shall cause
Company to,  provide the Employee  Benefits no less  favorable in the  aggregate
than the Benefits provided prior to the Closing Date.

     3.5  EXPENSES.  During the term of this  Agreement,  the Employee  shall be
entitled to receive prompt  reimbursement  for all reasonable  business expenses
incurred  by the  Employee  in  performing  services  hereunder,  provided  such
expenses are  properly  accounted  for in  accordance  with  Company  policy and
practices, as in effect from time to time.

     3.6  ALLOWANCE FOR  FINANCIAL  AND TAX  PLANNING.  Company shall  reimburse
Employee for up to fifteen thousand dollars ($15,000) for the fiscal year ending
September 30, 2001 and five thousand dollars ($5,000) for each subsequent fiscal
year, for actual expenses  incurred in retaining an outside financial and/or tax
planner,  provided such expenses are properly  accounted for in accordance  with
Company policy and practices, as in effect from time to time.

     3.7  ADDITIONAL  BENEFITS.  Company  shall  provide the Employee  with such
luncheon club  memberships and other such memberships in accordance with Company
policy and practices as in effect on the date hereof. Employee shall be entitled
to business  travel in accordance with Company policy and practices as in effect
on the date hereof.

     3.8 WAIVER.  Employee  acknowledges  that as of the effective  date of this
Agreement she is waiving all rights under Company's Change of Control  Severance
Plan, as in effect on the date hereof, which as to Employee shall be deemed null
and void and shall have no further force and effect.

                                   ARTICLE IV

                                   TERMINATION

     4.1 DISCHARGE FOR CAUSE. The Employee may be terminated by Company from her
employment  hereunder for Cause.  Discharge for Cause shall mean the termination
of the  Employee's  employment  with Company by reason of any one or more of the
following  events:  (a) the conviction of the Employee,  by a court of competent

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<PAGE>

jurisdiction,  or entry of a plea of  guilty  or NOLO  CONTENDERE,  of any crime
(whether  or  not  involving   Company)  which   constitutes  a  felony  in  the
jurisdiction   involved,   (b)  the  Employee's   embezzlement   or  intentional
misappropriation  of any property of Company or its affiliates or any clients of
any of them including any violation of Section 6.4 or 6.5 of this Agreement, (c)
the commission by the Employee of an act that would cause the Employee,  Company
or any of its affiliates to be disqualified in any manner under Section 9 of the
Investment  Advisers Act of 1940, if the Securities and Exchange Commission (the
"Commission")  were not to grant an exemptive  order under  Section 9(c) thereof
(irrespective  of whether  such  order is  granted),  or that  would  constitute
grounds for the Commission to deny, revoke or suspend registration of Company or
any of its affiliates as an investment advisor, broker/dealer or transfer agent,
as applicable,  with the Commission, (d) if the Employee is an associated person
of a  broker-dealer,  the  commission  by the  Employee  of any act  that  would
constitute grounds for any order by the Commission against the Employee pursuant
to Section  15(b)(4) or  15(b)(6) of the  Securities  Exchange  Act of 1934,  as
amended  (the  "1934  Act"),  (e) a  material  breach of this  Agreement  by the
Employee, continued insubordination or dereliction of duties or serious multiple
infractions  of regulatory  compliance  requirements  such as Company's  Code of
Ethics,  in each case after written notice  specifying in reasonable  detail the
nature of the breach,  insubordination  or  dereliction of duties or infractions
and an  opportunity  to cure of not less than 30 days  having  been given to the
Employee,  (f)  continued  alcohol or other  substance  abuse or addiction  that
renders the Employee  incapable of satisfactorily  performing her duties,  after
written notice and an opportunity to cure in the first such instance of not less
than 30 days (90 days if the Employee enters an approved  rehabilitation program
within such 30-day period) have been given to the Employee or (g) the commission
by the  Employee of an act that  results in any bank  regulatory  authority  (i)
making a  determination  to the effect  that Parent may no longer  maintain  its
status as a financial  holding  company  ("FHC") or bank holding company ("BHC")
(as each  such term is  defined  in the Bank  Holding  Company  Act of 1956,  as
amended,  the "BHCA") or (ii)  pursuant to the BHCA, to Section 8 of the Federal
Deposit  Insurance Act (12 U.S.C. ss. 1818), as amended,  or to New York Banking
Law imposing any civil or criminal penalties on the Employee, Parent or Company,
or issuing an order for the removal or suspension of the Employee from office or
the prohibition of the Employee from participating in the conduct of the affairs
of Company; PROVIDED,  HOWEVER, that there shall be no discharge for Cause under
clauses (c),  (d), or (g) to the extent such act is performed by the Employee at
the direction of Parent's CEO.

     4.2 RESIGNATION.  The Employee's  employment  hereunder shall automatically
terminate upon her  Resignation  during the Term.  "Resignation"  shall mean the
termination of the Employee's  full-time  employment  with Company other than by
reason of a (i) Disabling Event (as defined below), (ii) termination by Employee
for Good Reason (as defined below),  (iii) termination by Company without Cause,
or (iv) termination by Company for Cause.

     4.3 DISABLING  EVENT. In the event of a Disabling Event with respect to the
Employee,  Company may terminate the Employee's employment hereunder.  Disabling

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Event  shall mean the  Employee's  death or the  Employee's  physical  or mental
disability (as determined  under Company's  long-term  disability  plan),  which
renders the Employee incapable of performing her material duties and services as
an employee of Company and which continues for more than six consecutive  months
or more than six months in total during any 12-month period.

     4.4 GOOD REASON.  The Employee may terminate her  employment  hereunder for
Good Reason (as defined  below) during the 60-day period  following the 30th day
after the Employee has notified Company of the  circumstances  constituting Good
Reason if Company has failed to eliminate the  circumstances  constituting  such
Good Reason within such 30-day period.  As used herein,  the Employee shall have
Good  Reason to  terminate  her  employment  with  Company in the event of (i) a
relocation of Company's  principal  office more than 50 miles from New York, New
York,  without the Employee's prior written  consent,  (ii) an adverse change in
the Employee's title,  position or responsibility level set forth in Section 1.1
from that in effect as of the Closing  Date,  taking into  account the effect of
changes  to  Company  and the  Employee's  responsibilities  as a result  of the
consummation  of the  Agreement  and  Plan of  Share  Acquisition,  without  the
Employee's  prior  written  consent,  (iii) a reduction in the  Employee's  Base
Salary,  (iv) failure to pay or grant Base Salary,  Bonus,  Additional  Services
Cash or Stock  Compensation  or any amounts to which the  Employee  shall become
entitled to in accordance with Section 3.2(b) of this Agreement, in each case as
provided by the terms hereof,  (v) a failure to comply in all material  respects
with the  provisions  of Section  3.4 of this  Agreement,  (vi) an  increase  in
required  travel on Company's  business  from that which is required on the date
hereof,  except that the Employee  acknowledges  that additional  travel will be
required due to the global nature of Parent's business,  the California location
of Parent's  headquarter's  office and the provisions of Section 6.20(vi) of the
Agreement and Plan of Share  Acquisition,  (vii) a Change of Control (as defined
below),  (viii) a material breach by Company or Parent of this Agreement or (ix)
any voluntary  termination of employment by the Employee with a termination date
during the twelve (12) month  period  following  the Change of Control,  in each
case after written  notice  specifying  in  reasonable  detail the nature of the
breach and an  opportunity to cure of not less than 30 days having been given to
Company or Parent, as the case may be.

     4.5  CHANGE OF  CONTROL.  A  "Change  of  Control"  shall be deemed to have
occurred  if at any time before the end of the Term there is a change of control
under any of clause (a), (b), (c), or (d),  below.  For these  purposes,  Parent
will be deemed to have become a  subsidiary  of another  corporation  if any one
other corporation owns,  directly or indirectly,  fifty percent (50%) or more of
the  total  combined  voting  power of all  classes  of stock of  Parent  or any
successor to Parent by merger, consolidation, or otherwise.

          (a) A Change of Control  will have  occurred  under this clause (a) if
     Parent is a party to a transaction  pursuant to which Parent is merged with
     or into,  or is  consolidated  with,  or becomes the  subsidiary of another
     corporation  and, at any time  within  twenty-four  (24)  months  after the
     effective  date of that  transaction,  individuals  who were  directors  of
     Parent on the day after the last annual meeting of  stockholders  of Parent
     occurring  before the  transaction  cease for any reason to  constitute  at

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     least  fifty-one  percent  (51%)  of  the  directors  of the  surviving  or
     resulting   corporation   or  (if  Parent   becomes  a  subsidiary  in  the
     transaction) of the ultimate parent of Parent.

          (b) A Change of Control  will have  occurred  under this clause (b) if
     Parent is a party to a transaction  pursuant to which Parent is merged with
     or into,  or is  consolidated  with,  or becomes the  subsidiary of another
     corporation  and, (i) after giving  effect to such  transaction,  less than
     forty  percent  (40%)  of the then  outstanding  voting  securities  of the
     surviving or resulting  corporation  or (if Parent  becomes a subsidiary in
     the  transaction) of the ultimate parent of Parent represent or were issued
     in exchange for voting securities of Parent  outstanding  immediately prior
     to such  transaction  and (ii) at any time within  twenty-four  (24) months
     after  the  effective  date  of  that  transaction,  individuals  who  were
     directors  of  Parent  on  the  date  after  the  last  annual  meeting  of
     stockholders of Parent  occurring  before that effective date cease for any
     reason to constitute at least  fifty-one  percent (51%) of the directors of
     the surviving or resulting  corporation  or (if Parent becomes a subsidiary
     in the transaction) of the ultimate parent of Parent.

          (c) A Change of Control  will have  occurred  under this clause (c) if
     any of the events  described in clause (i),  (ii),  (iii),  or (iv) of this
     clause (c) (a "Change Event") occurs:

               (i) There is a report filed on Schedule 13D of Schedule 14D-1 (or
          any successor  schedule,  form, or report),  each as adopted under the
          1934 Act,  disclosing the acquisition of twenty-five  percent (25%) or
          more of the  voting  stock of  Parent  in a  transaction  or series of
          transactions  by any person (as the term  "person"  is used in Section
          13(d) and Section 14(d)(2) of the 1934 Act, a "Person").

               (ii) Parent is a party to a transaction  pursuant to which Parent
          is merged  with or into,  or is  consolidated  with,  or  becomes  the
          subsidiary  of another  corporation  and,  after giving effect to such
          transaction,  less than fifty  percent  (50%) of the then  outstanding
          voting securities of the surviving or resulting  corporation represent
          or were issued in exchange for voting securities of Parent outstanding
          immediately prior to such transaction.

               (iii) There is a sale, lease, exchange, or other transfer (in one
          transaction  or  a  series  of  a  related  transactions)  of  all  or
          substantially all of the assets of Parent.

               (iv) The  stockholders of Parent approve any plan or proposal for
          the liquidation or dissolution of Parent.

          (d) A Change of Control  will have  occurred  under this clause (d) if
     any Person  announces an  intention to engage in an "election  contest" (as
     that term is defined in  Regulation  14 under the 1934 Act) relating to the
     election of  Directors  of Parent  and, at any time within the  twenty-four
     (24) month period  immediately  following the date of the  announcement  of
     that intention,  individuals  who, on the day after the last annual meeting

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<PAGE>

     of stockholders of Parent occurring before that  announcement,  constituted
     the  directors  of Parent  cease for any  reason to  constitute  at least a
     majority thereof.

                                   ARTICLE V

                              EFFECT OF TERMINATION

     5.1 CAUSE OR RESIGNATION. If the Employee's employment is terminated (i) by
Company for Cause or (ii) by the  Employee by her  Resignation,  the  Employee's
Base Salary,  Bonus, and Additional  Services  Compensation,  and other benefits
specified in Article III hereof shall cease at the time of such  termination and
Employee shall not be entitled to any unpaid Bonus or unpaid Additional Services
Cash Compensation or Additional Services Stock  Compensation;  PROVIDED HOWEVER,
that if the  Employee's  employment  is  terminated  for such reasons  after the
second  anniversary of the Closing Date,  then the Employee shall be entitled to
any unpaid  Additional  Services Cash  Compensation  paid as soon as practicable
after  the   termination  of  employment  and  any  Additional   Services  Stock
Compensation shall be exercisable,  to the extent vested, in accordance with the
provisions of such stock option grant.

     5.2 DISABLING EVENT. If the Employee's  employment is terminated by Company
by reason of a Disabling Event, the Employee shall be entitled to receive:

                    (1) all unpaid Base  Salary up to the date of the  Disabling
               Event,  paid  periodically in accordance  with Company's  regular
               payroll practices;

                    (2)  pro-rated  Short-Term  Bonus  up to  the  date  of  the
               Disabling  Event,  based on the amount of the prior fiscal year's
               Short-Term Bonus, and any unpaid Short-Term Bonus relating to the
               fiscal year prior to the fiscal year in which the Disabling Event
               occurs,  paid as  soon as  practicable  following  the  Disabling
               Event;

                    (3) (i)  pro-rated  Long-Term  Bonus  up to the  date of the
               Disabling  Event,  based on the amount of the prior fiscal year's
               Long-Term Bonus, and any  undistributed  Long-Term Bonus relating
               to the  fiscal  year  prior  to the  fiscal  year  in  which  the
               Disabling  Event  occurs,  distributed  as  soon  as  practicable
               following the Disabling  Event,  where the restricted stock shall
               vest  immediately and the stock options shall become  immediately
               exercisable  and  shall  remain  exercisable  through  the  first
               anniversary  of the  Disabling  Event  and (ii) the  lapse of any
               restrictions  on prior  year's  grants  of  restricted  stock and
               acceleration  of  exercisability  on prior year's grants of stock
               options;

                    (4) Additional  Services Cash Compensation,  paid as soon as
               practicable   following  the  Disabling   Event,  and  Additional
               Services Stock Compensation shall become immediately  exercisable
               and shall remain exercisable through the first anniversary of the
               Disabling Event; and

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                    (5) other benefits provided for in Section 3.4 hereof, which
               shall  continue  or be  paid  or  provided  to  the  Employee  in
               accordance with the terms of such plans.

     5.3 WITHOUT  CAUSE;  GOOD REASON.  If (i) Company  desires to terminate the
Employee's  employment  without  Cause  or  (ii)  the  Employee  terminates  her
employment for Good Reason,  the Employee shall remain on the payroll of Company
and shall be entitled to receive:

                    (1) all  unpaid  Base  Salary and  unpaid  Bonus  Amount (as
               defined in Section 5.4 below) for the  balance of the Term,  paid
               in all cash, and paid  periodically  in accordance with Company's
               regular   payroll   practices;

                    (2) Additional   Services  Cash   Compensation,   paid  in
               accordance with the Additional Services Cash Compensation vesting
               provisions,  and any Additional Services Stock Compensation shall
               be  exercisable  in accordance  with the provisions of such stock
               option grant; and

                    (3) other benefits provided for in Section 3.4 hereof, which
               shall  continue to be paid or provided  to the  Employee  for the
               remainder  of  the  Term,   subject  to  such   deductibles   and
               co-payments  as applicable  under such plan or, if for any reason
               the  Employee is no longer  treated as an employee of Company and
               such benefits are not so payable, the cash value of such benefits
               shall be paid to the Employee.

     5.4 BONUS AMOUNT. Bonus Amount shall mean an amount equal to the greater of
(i) the annual  target  Bonus for the  Employee for the fiscal year in which the
termination  occurs or (ii) the annual  Bonus that was paid to the  Employee for
the fiscal year preceding the fiscal year in which the termination occurs.

     5.5 COMPANY  LIABILITY.  If the Internal Revenue Service (i) challenges the
deductibility  of payments  made to the  Employee by Company or (ii) imposes any
excise  tax on the  Employee,  in  each  case  pursuant  to this  Agreement,  in
connection with the consummation of the Agreement and Plan of Share  Acquisition
or in the event of a Change of Control, Company shall make the Employee whole in
connection  therewith and exclusively defend such action with counsel of its own
choice.

     5.6 RETIREE  MEDICAL  BENEFITS.  Notwithstanding  anything to the  contrary
contained in this Article V, the Employee  shall be entitled to retiree  medical
benefits as described in Section 3.4.

                                   ARTICLE VI

                   CONFIDENTIAL INFORMATION AND NONCOMPETITION

     6.1  ACKNOWLEDGEMENT.  The  Employee  agrees and  acknowledges  that in the
course of rendering  services to Company,  its Affiliates,  and their respective

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<PAGE>

clients and customers  she has had and shall  continue to have access to and has
become and shall  become  acquainted  with  confidential  information  about the
professional,  business and financial  affairs of Company,  its Affiliates,  and
their respective clients and customers and may have contributed to or may in the
future contribute to such information. The Employee acknowledges that Company is
engaged in a highly competitive  business and that the success of Company in the
marketplace  depends upon its goodwill and  reputation.  The Employee agrees and
acknowledges  that  reasonable  limits on her  ability  to engage in  activities
competitive with Company are warranted to protect its substantial  investment in
developing  and  maintaining  its  status  in the  marketplace,  reputation  and
goodwill.  The  Employee  recognizes  that in  order  to  guard  the  legitimate
interests  of  Company  it  is  necessary  to  protect  all  such   confidential
information, goodwill and reputation.

     6.2  PROPRIETARY  INFORMATION.  In the course of her service to Company and
her future  service to Company,  the Employee has had and shall continue to have
access to  confidential  information  relating  to  Company  or its  Affiliates,
including,   without  limitation,  trade  secrets,  client  or  customer  lists,
information  regarding  marketing  or  sales  plans,   management   organization
information (including but not limited to data and other information relating to
members of the Board), operating policies or manuals,  business plans, financial
records,  or  other  financial  commercial  business  or  technical  information
relating to the Company or to the Company's clients, customers, or others who do
business with the Company (collectively, "Proprietary Information"). Proprietary
Information shall include,  without limitation,  any and all items enumerated in
the preceding  sentence,  whether previously  existing,  now existing or arising
hereafter,  whether or not  conceived  or developed by others or by the Employee
alone or by the Employee with others,  and whether or not conceived or developed
during regular working hours; PROVIDED,  HOWEVER, that "Proprietary Information"
shall not include (i) any information  which is in the public domain, so long as
such  information  is not in the public domain as a consequence of disclosure by
the Employee in violation of this Agreement,  (ii) any information  that becomes
available to the Employee,  after she ceases to be an employee of Company,  on a
non-confidential basis from a source other than Company or any of its Affiliates
and (iii)  information  of a general  nature,  not  pertaining  primarily to the
business of Company,  which would  generally  be acquired in similar  employment
with a comparable company.

For purposes of this Article VI, the term Affiliates of Company shall mean
persons controlling, controlled by or under common control with Company.

     6.3  FIDUCIARY  OBLIGATIONS.  The  Employee  agrees and  acknowledges  that
Proprietary  Information is of critical importance to Company and that violation
of this  Article  VI would  seriously  and  irreparably  impair  and  damage the
business  of  Company.  The  Employee  therefore  agrees to keep,  at all times,
whether  during  the  Term  or  thereafter,  all  Proprietary  Information  in a
fiduciary  capacity  for  the  sole  benefit  of  Company  and its  clients  and
customers.

                                       11
<PAGE>

     6.4 NON-DISCLOSURE.  The Employee shall not at any time, whether during the
Term or thereafter, disclose, directly or indirectly (except as required by law,
but only after prior consultation with Company), any Proprietary  Information to
any person other than (a) authorized employees of Company or its Affiliates with
a  legitimate  need to know  related  to the  business  of  Company  or any such
Affiliate at the time of such  disclosure,  or (b) at the  direction of Company,
and in all such cases only in the course of the  Employee's  service to Company.
Immediately  upon  cessation of her employment  for any reason  whatsoever,  the
Employee  shall  deliver  to  Company  all notes,  letters,  records,  and other
documents  then in her  possession  or  control  which may  contain  Proprietary
Information,  and  Employee  shall  not  retain or use any  copies or  summaries
thereof.

     6.5  COMPETITIVE  ACTIVITIES.  (a) While  actively  employed as an employee
during the Term or, in the event of the termination of the Employee's employment
by the Company for Cause or by the  Employee  without  Good Reason  prior to the
completion of the Term, for the two-year period following such termination,  and
except as otherwise  expressly  consented to, approved or otherwise permitted by
Company in writing,  and to the fullest extent  permitted under  applicable law,
the Employee  shall not,  directly or  indirectly,  (i) own,  operate,  control,
accept  employment  from,  serve as an agent of or  consultant  to a business in
connection with its activity in providing investment advice, banking, trust, and
custodial   services   to   registered   investment   companies,   institutions,
individuals,  or other clients and customers of Company or (ii) extend credit to
or assist in  arranging  credit to establish  or conduct any such  activity,  or
(iii) permit her name,  reputation or affiliations to be used in connection with
any such  business.  The  restrictions  in this  Section  6.5 shall apply to all
geographical  areas where  Employee  performed  services  for Company and to all
other places where  Company does business  and/or did business  during the Term,
and at all places where, during the Term, the Company had plans to do business.

          (b) During the Term,  including any period during which Employee is on
     the Company  payroll,  and for the  two-year  period  after  Employee is no
     longer on the Company payroll,  and except as otherwise expressly consented
     to,  approved or  otherwise  permitted  by Company in  writing,  and to the
     fullest  extent  permitted  under  applicable  law, the Employee shall not,
     directly or indirectly,  request, induce or attempt to influence any client
     or customer of Company or of any Affiliate to limit,  curtail or cancel its
     business  with  Company or any  Affiliate  or  solicit  such party for such
     business.  For the  purpose  of this  Article  VI,  the  term  clients  and
     customers  of Company  or its  Affiliates  shall  include  any person  that
     received  services  from Company or any Affiliate  during the  twelve-month
     period prior to cessation of the Employee's  employment  with Company,  and
     any person to which  Company or any  Affiliate  had either  submitted on or
     prior to the  Employee's  date of  termination  a written  response to such
     client or customer's  request for proposal or had other  contacts,  whether
     oral or written,  regarding  retention  of Company or such  Affiliate as an
     investment  adviser,  as well as any potential clients or customers to whom
     Company or an  Affiliate  has made  presentations  within the  twelve-month
     period prior to cessation of the Employee's employment with Company.

                                       12
<PAGE>

          (c) During the Term,  including any period during which Employee is on
     the Company  payroll,  and for the  two-year  period  after  Employee is no
     longer on the Company payroll,  and except as otherwise expressly consented
     to,  approved or  otherwise  permitted  by Company in  writing,  and to the
     fullest  extent  permitted  under  applicable  law, the Employee shall not,
     directly or indirectly, request, induce or attempt to influence any current
     officer, director, employee, consultant, agent or representative of Company
     or of any  Affiliate,  as well as any person  with whom the  Company or any
     Affiliate  is at such  time  engaged  in  discussions  regarding  potential
     employment (i) to terminate his or her employment or business  relationship
     with Company or any  Affiliate or (ii) to commit any act that, if committed
     by the Employee, would constitute a breach of any provision hereof.

     6.6  EQUITABLE  REMEDIES.  Notwithstanding  any  other  provision  of  this
Agreement  to the  contrary,  the  Employee  acknowledges  and  agrees  that the
services to be rendered by the Employee  hereunder are of  irreplaceable  value,
that Company will suffer irreparable injury and damage and will have no adequate
remedy at law and could not be reasonably or adequately  compensated  in damages
for any  breach  or  threatened  or  attempted  breach  by the  Employee  of the
provisions of this Article VI, and that, in light of the foregoing, it is of the
utmost importance that the parties'  respective  obligations under Article VI of
this Agreement be maintained during any dispute resolution process. Accordingly,
the Employee expressly agrees that Company shall be entitled, in addition to the
other rights or remedies that may be available to it under this  Agreement or at
law, to seek a temporary or permanent  restraining  order or  injunction  in any
court of competent  jurisdiction  (i) enjoining or restraining the Employee from
engaging in any conduct in violation or threatened  violation of the  provisions
of this Article VI or (ii)  maintaining  the strict  performance of the parties'
respective  obligations  under Article VI of this  Agreement  during any dispute
resolution  process.   Employee  agrees  that  any  such  restraining  order  or
injunction  may be granted  without the  necessity of Company  posting any bond.
Pending arbitration pursuant to Section 7.6 of this Agreement,  Company shall be
entitled to cease making any payments or providing  any benefits to the Employee
and to obtain  temporary  and  preliminary  injunctive  relief as  described  in
Section 6.6(i) from a court of competent jurisdiction.

                                   ARTICLE VII

                                  MISCELLANEOUS

     7.1 NOTICES.  All notices hereunder,  to be effective,  shall be in writing
and shall be deemed  delivered  when  delivered by hand,  upon  confirmation  of
receipt by telecopy or when sent by first-class,  certified mail,  postage,  and
fees prepaid, as follows:

          (a) For notices and communications to Company:

                    Fiduciary  Trust Company  International
                    2 World Trade Center
                    New York, NY 10048

                                       13
<PAGE>

                    Attention: Michael O. Magdol
                    Facsimile: (212) 524-5029

                    With a copy to Parent:

                    Franklin Resources, Inc.
                    777 Mariners Island Blvd.
                    San Mateo, California 94404
                    Attention: Martin Flanagan
                    Facsimile: (650) 312-2804

                              -and-

                    Attention: Leslie M. Kratter
                    Facsimile: (650) 312-2804



          (b)  For notices and communications to the Employee:

                    Anne M. Tatlock
                    Fiduciary Trust Company International
                    2 World Trade Center
                    New York, NY 10048

By notice complying with the foregoing provisions of this Section 7.1, each
party shall have the right to change the address for future notices and
communications to such party.

     7.2 MODIFICATION. As of the date of this Agreement, this Agreement (and the
other  agreements and documents  referred to herein) shall constitute the entire
agreement  between the parties  hereto with regard to the subject matter hereof,
superseding all prior  understandings  and agreements,  whether written or oral.
Any amendment or modification shall require the written agreement of the parties
hereto. Notwithstanding anything herein to the contrary, this Agreement shall be
amended or modified prior to the Closing Date only with the written  approval of
the Board of Directors of Company and Parent.

     7.3 ASSIGNMENT. This Agreement and all rights hereunder are personal to the
Employee  and may  not,  unless  otherwise  specifically  permitted  herein,  be
assigned by him. If the Employee  dies,  payments  hereunder  may be made to the
Employee's  estate.  Notwithstanding  anything  else  in this  Agreement  to the
contrary,  Company  may  not  assign  its  rights  and  obligations  under  this
Agreement.

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<PAGE>

     7.4 CAPTIONS.  Captions herein have been inserted solely for convenience of
reference and in no way define,  limit or describe the scope or substance of any
provision of this Agreement.

     7.5 SEVERABILITY.  The provisions of this Agreement are severable,  and the
invalidity  of any  provision  shall  not  affect  the  validity  of  any  other
provision.  In the event that any provision of this Agreement or the application
thereof is held to be  unenforceable  because of the duration or scope  thereof,
the parties  hereto  agree that the panel of  arbitrators  or court  making such
determination  shall  have the power to reduce  the  duration  and scope of such
provision to the extent necessary to make it enforceable, and that the Agreement
in its reduced form shall be valid and enforceable to the full extent  permitted
by law.

     7.6 ARBITRATION.  Any controversy or claim arising from or relating to this
Agreement or breach  thereof shall be settled  exclusively by arbitration in New
York,  New York in  accordance  with  the  commercial  arbitration  rules of the
American  Arbitration  Association  then in effect.  The arbitration  shall take
place at a location mutually agreed by the parties or, if the parties are unable
to agree within 30 days of commencement  of arbitration,  in New York, New York.
Within 30 days after the commencement of arbitration, the parties shall mutually
select three arbitrators.  Judgment on the award rendered by the arbitrators may
be  entered  in any court  having  jurisdiction  thereof.  The  expense  of such
arbitration  shall be borne equally by the parties hereto.  Notwithstanding  the
foregoing,  any  controversy or claim arising out of or relating to any claim by
the Company for temporary or permanent  relief with respect to Section 6 of this
Agreement need not be resolved by arbitration  and may be resolved in accordance
with Section 6.6 of this Agreement.

     7.7 LEGAL FEES.  All legal fees  incurred  relating to any  controversy  or
claim  arising  from or relating to this  Agreement or breach  thereof  shall be
borne by Parent  if  Parent is the  non-prevailing  party.  If  Employee  is the
non-prevailing  party,  then each party shall be  responsible  for its own legal
fees.

     7.8 GOVERNING LAW. This Agreement  shall be construed under and governed by
the laws of the State of New York.

     7.9 TERMINATION. In the event that the Closing Date does not occur prior to
October 25, 2001, or in the event of a Disabling  Event to the Employee prior to
the effective date of this Agreement, this Agreement shall terminate and have no
force or effect.


                                       15
<PAGE>

            IN WITNESS WHEREOF, the parties hereto, being duly authorized, have
duly executed this Agreement as a binding contract as of the day and year first
above written.

                                    FRANKLIN RESOURCES, INC.

                                    By:/s/ Martin L. Flanagan
                                       ----------------------
                                        Martin L. Flanagan




                                    FIDUCIARY TRUST COMPANY INTERNATIONAL

                                    By: /s/ Michael O. Magdol
                                       ----------------------
                                        Michael O. Magdol






Accepted and agreed to
this 22nd day of December 2000

/s/ Anne M. Tatlock
------------------------
ANNE M. TATLOCK



                                       16
<PAGE>


                                   SCHEDULE A

                           Outside Paid Directorships

Fortune Brands, Inc.

Merck & Co., Inc.

American General Corp.

Andrew W. Mellon Foundation

                                       17