2003 Governance Charter: BEN

Purpose

The purpose of the Corporate Governance Committee (the "Committee") is to provide counsel to the Board of Directors of Franklin Resources, Inc. (the "Board") with respect to the organization and function of the Board and its committees, identify potential director candidates and nominate directors. The Committee is also responsible for developing and recommending to the Board corporate governance policies and procedures applicable to Franklin Resources, Inc. (the "Company").

Membership

The members of the Committee shall be appointed by the Board. The Committee shall be comprised of not less than three members of the Board. Each member of the Committee shall satisfy the independence requirements of the New York Stock Exchange. The members of the Committee shall serve until their successors are duly appointed and qualify, and shall designate the Chairman of the Committee.

Meetings

The Committee shall meet on a regular basis and will hold special meetings as circumstances require. The timing of the meetings shall be determined by the Committee. At all Committee meetings, a majority of the members of the Committee shall constitute a quorum for the transaction of business. The action of a majority of those present at a meeting, at which a quorum is present, shall be the action of the Committee. The Committee shall keep a record of its actions and proceedings and report to the Board at its next meeting.

Authority and Responsibilities

The Committee shall have the authority and responsibility to:
Develop criteria for selecting new directors.
Identify individuals qualified to become potential director nominees.
Recommend candidates as nominees for election as members of the Board.
Retain and terminate any search firm to be used to identify director candidates and approve the search firm's fees and other retention terms.
Oversee the evaluation of the executive management of the Company from a governance point of view and make recommendations to the Board as appropriate.
Oversee the Company's orientation and continuing education process for newly elected members of the Board and assist the Board in its implementation.
Develop and recommend to the Board for adoption a set of corporate governance guidelines and assess those guidelines annually.
Form and delegate authority to subcommittees when appropriate.
Develop and recommend to the Board for adoption a Code of Business Conduct and Ethics.
Review annually, or more often if appropriate, the directors who are members (including qualifications and requirements), structure (including authority to delegate) and performance of committees of the Board (including reporting to the Board), and make recommendations to the Board, as appropriate.
Receive comments from all directors and report annually to the Board with an assessment of the Board's performance, to be discussed with the full Board following the end of each fiscal year.
Review on a periodic basis, or more often if necessary, the anti-money laundering policies, procedures and operations of the Company.
Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.
Annually review its own performance.
Retain independent advisors at the expense of the Company, to assist in carrying out its responsibilities, as the Committee may deem appropriate.
Perform any other activities consistent with this Charter.