THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Franklin Resources, Inc. (BEN)

12/29/2005 Proxy Information

Charles B. Johnson, the Chairman of the Board and a director of the Company, and Rupert H. Johnson, Jr., a Vice Chairman and a director of the Company, are brothers. Peter M. Sacerdote, a director of the Company, is a brother-in-law of Charles B. Johnson and Rupert H. Johnson, Jr. Gregory E. Johnson, the President and Chief Executive Officer of the Company, is the son of Charles B. Johnson, the nephew of Rupert H. Johnson, Jr. and Peter M. Sacerdote and the brother of Jennifer J. Bolt, the Executive Vice President – Technology and Operations of the Company. Jennifer J. Bolt is the daughter of Charles B. Johnson, the niece of Rupert H. Johnson, Jr. and Peter M. Sacerdote and the sister of Gregory E. Johnson.

In fiscal year 2005, Michael P. McCarthy, a Senior Vice President and Portfolio Manager of Franklin Advisers, Inc., a subsidiary of the Company, and the son of Mr. J. McCarthy was paid a base salary of $325,001, together with a cash bonus of $1,012,500. Mr. M. McCarthy also received 4,390 shares of restricted stock. Mr. M. McCarthy is entitled to receive medical, life and disability insurance coverage and other benefits available generally to employees of the Company and/or its subsidiaries.

During fiscal year 2005, Franklin Templeton Bank & Trust, F.S.B., and various bank related subsidiaries of Fiduciary Trust, a subsidiary of the Company, entered into various transactions in the ordinary course of their business with certain directors and executive officers of the Company and members of their immediate families. Additionally, Fiduciary Trust provided certain services to individual directors and/or members of their families. The transactions and services involved loans, deposits and sales of commercial paper, certificates of deposit and other money market instruments and certain other banking transactions as well as trustee and investment management services. As transactions and services made or entered into in the ordinary course of business, all such transactions and services were made or provided on substantially the same terms, including fees, interest rates and collateral, that prevailed at the time for comparable transactions or services with other third parties in arms-length relationships and did not involve more than the normal risk of collectability or present other unfavorable features.

In fiscal year 2005, Mr. C.B. Johnson, Chairman of the Board, Member – Office of the Chairman and a director of the Company, who, among other family relationships, is the father of Mr. G. Johnson, President and Chief Executive Officer of the Company, and Ms. Bolt, Executive Vice President – Technology and Operations for the Company, was paid $594,330 and did not receive a cash bonus. Mr. C.B. Johnson’s base salary for fiscal year 2006 is $594,330. Mr. C.B. Johnson is entitled to receive medical, life and disability insurance coverage and other benefits available generally to employees of the Company and/or its subsidiaries.

In fiscal year 2005, Mr. R. Johnson, a Vice Chairman, Member – Office of the Chairman and a director of the Company, who, among other family relationships, is also the brother of Mr. C.B. Johnson, Chairman of the Board, was paid $532,396 and did not receive a cash bonus. Mr. R. Johnson’s base salary for fiscal year 2006 is $532,396. Mr. R. Johnson is entitled to receive medical, life and disability insurance coverage and other benefits available generally to employees of the Company and/or its subsidiaries.

In fiscal year 2005, Ms. Bolt, Executive Vice President – Technology and Operations for the Company, who, among other family relationships, is the daughter of Mr. C.B. Johnson, Chairman of the Board, and the sister of Mr. G. Johnson, President and Chief Executive Officer of the Company, was paid $922,083, which included a cash bonus of $520,000. Ms. Bolt also received 8,062 shares of restricted stock. Ms. Bolt’s base salary for fiscal year 2006 is $450,000. Ms. Bolt is entitled to receive medical, life and disability insurance coverage and other benefits available generally to employees of the Company and/or its subsidiaries.

In fiscal year 2005, Robert R. Dean, a Vice President and Portfolio Manager for Franklin Advisers, Inc., a subsidiary of the Company, and the son-in-law of Mr. Burns, a Vice Chairman, Member – Office of the Chairman and a director of the Company, was paid $441,250, which included a cash bonus of $260,000. Mr. Dean also received 3,328 shares of restricted stock. Mr. Dean’s base salary for fiscal year 2006 is $164,000. Mr. Dean is entitled to receive medical, life and disability insurance coverage and other benefits available generally to employees of the Company and/or its subsidiaries.

In November 2005, Joel Burns, the brother of Mr. H. Burns, a Vice Chairman, Member – Office of the Chairman and a director of the Company, commenced employment as a wholesaler in the regional sales group of Franklin/Templeton Distributors, Inc., a subsidiary of the Company. Mr. J. Burns’s base salary for fiscal year 2006 is $80,000, plus applicable commissions that may be earned. Mr. J. Burns is entitled to receive medical, life and disability insurance coverage and other benefits available generally to employees of the Company and/or its subsidiaries.

In fiscal year 2005, David A. Lewis, Sr., a trader for Franklin Templeton Services, LLC, a subsidiary of the Company, and the brother of Mr. Kenneth A. Lewis, a Vice President and Treasurer of the Company, was paid $187,250, which included a cash bonus of $81,250. Mr. D. Lewis also received 540 shares of restricted stock. Mr. D. Lewis’s base salary for fiscal year 2006 is $110,500. Mr. D. Lewis also is entitled to receive medical, life and disability insurance coverage and other benefits available generally to employees of the Company and/or its subsidiaries.

Under a stock repurchase program authorized by the Board, the Company can repurchase shares of its common stock from time to time on the open market and in private transactions in accordance with applicable securities laws. Pursuant to this stock repurchase program, the Company repurchased shares of the Company’s common stock from, among others, certain directors, executive officers and greater than five percent (5%) beneficial owners of the Company’s common stock, and certain members of the immediate family of the foregoing persons, during fiscal year 2005 and in the current fiscal year. In particular, Mr. C.B. Johnson, Chairman of the Board, Member – Office of the Chairman and a director of the Company, sold back to the Company 100,000 shares of common stock for an aggregate amount of $7,192,000 on March 15, 2005 and, through his IRA, 200,000 shares of common stock for an aggregate amount of $19,228,000 on December 21, 2005. Separately, Mr. C.B. Johnson also sold back to the Company 123,000 shares of common stock for an aggregate amount of $8,372,610 on December 15, 2004. Mr. H. Burns, a Vice Chairman, Member – Office of the Chairman and a director of the Company, sold back to the Company 50,000 shares of common stock for an aggregate amount of $3,403,500 on December 15, 2004. Similarly, on the same date, Mr. R. Johnson, a Vice Chairman, Member – Office of the Chairman and a director of the Company, sold back to the Company 50,000 shares of common stock for an aggregate amount of $3,403,500. Mr. Flanagan, the former President and Co-Chief Executive Officer of the Company, sold back 238,552 shares of common stock for an aggregate amount of $19,692,468 on August 10, 2005. On December 15, 2004, Mr. Flanagan also sold back to the Company 7,975 shares of common stock for an aggregate amount of $542,858. On the same date, Mr. G. Johnson, President and Chief Executive Officer of the Company, sold back to the Company 11,981 shares of common stock for an aggregate amount of $815,547. On December 15, 2004, Mr. Charles R. Sims, then a Vice President of the Company, sold back to the Company 6,000 shares of common stock for an aggregate amount of $408,420. On the same date, Mr. K. Lewis, a Vice President and Treasurer of the Company, sold back to the Company 3,000 shares of common stock for an aggregate amount of $204,120. Finally, on November 2, 2005, Mr. James R. Baio, Executive Vice President and Chief Financial Officer of the Company, sold back to the Company 22,478 shares of common stock for an aggregate amount of $2,010,432. The price per share paid by the Company for each repurchase was the average of the high and low price of the Company’s common stock on the NYSE on the repurchase date.

Separately, each of Elizabeth S. Wiskemann, for the benefit of the Elizabeth Wiskemann Rollover Individual Retirement Account, and The Esther B. Wiskemann Trust under agreement dated 04/19/02 amended 11/13/02, The Christine Y. Wiskemann Trust under agreement dated 5/7/03, and Kim D. Wiskemann sold back to the Company 226,000 shares, 350,000 shares, 370,000 shares, and 354,000 shares, for an aggregate amount of $15,383,820, $23,824,500, $25,185,900, and $24,096,780, respectively, on December 15, 2004. Esther B. Wiskemann, Christine Y. Wiskemann and Kim D. Wiskemann are children of Elizabeth S. Wiskemann, a former greater than 5% stockholder of the Company. The price per share paid by the Company for each repurchase was the average of the high and low price of the Company’s common stock on the NYSE on the repurchase date.

In order to pay taxes due in connection with the vesting of employee and executive officer restricted stock and restricted stock unit awards under the 2002 Stock Plan and matching grants under the 1998 Employee Stock Investment Plan, as amended, the Company uses a net stock issuance method, equivalent to a stock repurchase program, to pay such taxes. Accordingly, on January 3, 2005 and in connection with the vesting of certain restricted stock awards, the Company in effect purchased 1,157 shares from Ms. Tatlock at the price of $70.14 per share. On February 1, 2005 and in connection with the vesting of certain matching grants, the Company in effect purchased 85 shares from Mr. Advani, 50 shares from Mr. Baio, 8 shares from Mr. Leslie M. Kratter, Senior Vice President and Assistant Secretary of the Company, and 75 shares from Mr. K. Lewis, all at the price of $67.58 per share. On August 1, 2005 and in connection with the vesting of certain matching grants, the Company in effect purchased 122 shares from Mr. Advani, 108 shares from Mr. Baio, 148 shares from Mr. Yun and 114 shares from Mr. Kratter, all at the price of $81.46 per share. On October 3, 2005 and in connection with the vesting on September 30, 2005 of certain restricted stock awards, the Company in effect purchased 3,881 shares from Mr. Advani, 1,585 shares from Mr. Simpson, 4,463 shares from Ms. Tatlock, 1,180 shares from Mr. Baio, 3,551 shares from Mr. Yun, 773 shares from Ms. Barbara J. Green, Vice President, Deputy General Counsel and Secretary of the Company, 1,317 shares from Mr. Kratter, 941 shares from Mr. K. Lewis and 739 shares from Mr. John M. Lusk, Executive Vice President – Portfolio Operations of the Company (each an executive officer of the Company), all at the price of $83.34 per share. In connection with the vesting of certain restricted stock awards on December 29, 2005, shares held by a number of executive officers of the Company, including each of Messrs. Advani, Baio, Kratter, K. Lewis, Lusk, Simpson and Yun and Ms. Green, among others, will be used to cover the payment of taxes upon such vesting. The price per share paid by the Company for each purchase of shares vesting or matching prior to October 1, 2005 was the average of the high and low price of the Company’s common stock on the NYSE on the vesting or matching grant date, as applicable. The price per share paid by the Company for each purchase of shares vesting on and after October 1, 2005 is the closing price of the Company’s common stock on the NYSE on the vesting date.

On March 14, 2005, the Company’s wholly-owned subsidiary, Franklin/Templeton Travel, Inc., entered into an agreement to sell one Company-owned aircraft, a 1986 Gulfstream III (G-1159A) aircraft (the “Aircraft”) to AC Travel LLC (“AC Travel”), an entity owned and controlled by Charles B. Johnson, Chairman of the Board, for a sales price of $6,775,000. The Company obtained an independent appraisal of the Aircraft’s value and also received several offers from third parties, and the sales price was in excess of the highest of these amounts.

A subsidiary of the Company has entered into an agreement with AC Travel to manage the operations of the Aircraft. Under the management agreement, the subsidiary: (a) provides consulting and management services for the operations of the Aircraft; (b) assists in the arrangement for the utilization of the Aircraft for charter activities; (c) provides flight crew personnel, including coordinating training of such personnel; (d) arranges for Aircraft maintenance; and (e) arranges for insurance and a hanger for Aircraft storage and also provides other administrative services. The initial term of the agreement is one year, with automatic one-year renewals thereafter, subject to cancellation by either party. Our subsidiary receives a monthly management fee of $10,000, and all expenses in connection with the Aircraft are either reimbursed or passed through to, and paid by, AC Travel.

From time to time, the Company has chartered the Aircraft from an independent charter company with whom AC Travel has an arrangement to provide charter services utilizing the Aircraft for use by the general public. Fees paid by the Company for such charter services are comparable to those paid by the general public. During the fiscal year ended September 30, 2005, $220,549.57 was paid for such services by the Company.

The Company previously provided an office to Tano Capital, LLC (“Tano”), a company owned by Charles E. Johnson, the son of Mr. C.B. Johnson, and entered into a written lease with Tano as of November 1, 2005. The written lease includes the following terms: (i) the lease of approximately 2,317 square feet of office space owned by the Company in San Mateo, California; (ii) an initial term of two years with a right to extend for 3 additional one-year periods; (iii) a lease rate of $5,329.10 per month with lease rate increases of 3% during any period beyond the initial term; (iv) a guaranty by Mr. C.E. Johnson; and (v) work station furniture to be provided by the Company. The Company had obtained information from independent real estate professionals setting forth market lease rates for comparable office space in San Mateo, California and believes that such lease represents a fair market rental value for the space being leased.

1/3/2005 Proxy Information

Charles B. Johnson, the Chairman of the Board and director of the Company, and Rupert H. Johnson, Jr., the Vice Chairman and director of the Company, are brothers. Peter M. Sacerdote, a director of the Company, is a brother-in-law of Charles B. Johnson and Rupert H. Johnson, Jr. Gregory E. Johnson, a President and Co-Chief Executive Officer of the Company, is the son of Charles B. Johnson, the nephew of Rupert H. Johnson, Jr. and Peter M. Sacerdote and the brother of Jennifer J. Bolt, a Senior Vice President and Chief Information Officer of the Company. Jennifer J. Bolt is the daughter of CharlesB. Johnson, the niece of Rupert H. Johnson, Jr. and Peter M. Sacerdote and the sister of Gregory E. Johnson.

Prior to the time that Franklin acquired substantially all of the assets of Templeton, Galbraith & Hansberger Ltd. ("Templeton") in 1992, Templeton made a loan to Mr. Martin L. Flanagan secured by a deed of trust on Mr. Flanagan's then residence in Nassau, Bahamas. Such loan was outstanding to a subsidiary of the Company and bore interest at the annual rate of 5.98%. The largest aggregate amount outstanding during fiscal year 2004 was $330,380. On or about December 4, 2004, Mr. Flanagan paid off the outstanding amount of the loan.

In October 1997, prior to the time that Mr. Charles R. Sims became an executive officer of Franklin, in connection with his relocation from Canada to California, Franklin made a loan to Mr. Sims, which is secured by a deed of trust on his residence and bears interest at the annual rate of 5%. The largest amount outstanding on the loan during fiscal year 2004 was $586,203 and as of November 30, 2004, $573,355 was outstanding.

In accordance with the Sarbanes-Oxley Act of 2002, the Company will not enter into any similar such loan transactions with its executive officers or directors.

During fiscal year 2004, Franklin Templeton Bank & Trust, F.S.B., and various bank related subsidiaries of Fiduciary Trust, a subsidiary of Franklin, entered into various transactions in the ordinary course of their business with certain directors or executive officers of Franklin and members of their immediate families. In particular, these transactions involved loans, deposits and sales of commercial paper, certificates of deposit and other money market instruments and certain other banking transactions, including, among others, a loan made in March 2002 to Harmon E. Burns, Vice Chairman and Director of the Company. As transactions made in the ordinary course of business, all such transactions were made on substantially the same terms, including interest rates and collateral, that prevailed at the time for comparable transactions with other persons and did not involve more than the normal risk of collectibility or present other unfavorable features.

In fiscal year 2004, Robert Dean, a vice president and portfolio manager for Franklin Advisers, Inc., a subsidiary of the Company, and the son-in-law of Mr. Burns, a Vice Chairman and director of the Company, was paid $300,976, which included a cash bonus of $162,500. Mr. Dean also received 1,568 shares of restricted stock. Mr. Dean's base salary for fiscal year 2005 is $152,500. Mr. Dean is entitled to receive medical, life and disability insurance coverage and other benefits available generally to employees of the Company.

Under a stock repurchase program first authorized by the Board of Directors of the Company in September of 1985, the Company can repurchase shares of its common stock from time to time on the open market and in private transactions in accordance with applicable securities laws. Pursuant to this stock repurchase program, the Company repurchased shares of the Company's common stock from, among others, certain directors, executive officers and greater than five percent (5%) beneficial owners of the Company's common stock, and certain members of the immediate family of the foregoing persons, during fiscal year 2004 and in the current fiscal year. In particular, Mr. Charles B. Johnson, the Company's Chairman of the Board, Member - Office of the Chairman, and a director of the Company, sold back to the Company 123,000 shares of common stock for an aggregate amount of $8,372,610 on December 15, 2004. On September 7, 2004, Mr. C. B. Johnson also sold back to the Company 300,000 shares of common stock for an aggregate amount of $16,104,000. Mr. Burns, a Company Vice Chairman, Member - Office of the Chairman, and a director of the Company, sold back to the Company 50,000 shares of common stock for an aggregate amount of $3,403,500 on December 15, 2004. Similarly, on the same date, Mr. Rupert H. Johnson, Jr., a Company Vice Chairman, Member - Office of the Chairman, and a director of the Company, sold back to the Company 50,000 shares of common stock for an aggregate amount of $3,403,500. On December 15, 2004, Mr. Flanagan, President and Co-Chief Executive Officer of the Company, sold back to the Company 7,975 shares of common stock for an aggregate amount of $542,858. On the same date, Mr. Greg E. Johnson, President and Co-Chief Executive Officer of the Company, sold back to the Company 11,981 shares of common stock for an aggregate amount of $815,547. On December 15, 2004, Mr. Sims, a Vice President of the Company, also sold back to the Company 6,000 shares of common stock for an aggregate amount of $408,420. On the same date, Mr. Kenneth A. Lewis, a Vice President and Treasurer of the Company, sold back to the Company 3,000 shares of common stock for an aggregate amount of $204,120. On February 11, 2004,

Penelope Alexander, Vice President, Human Resources - U.S. of the Company, sold back to the Company 11,014 shares of common stock for an aggregate amount of $638,041. The price per share paid by the Company for each repurchase was the average of the high and low price of the Company's common stock on the NYSE on the repurchase date.

Separately, each of Elizabeth S. Wiskemann, for the benefit of the Elizabeth Wiskemann Rollover Individual Retirement Account, and The Esther B. Wiskemann Trust under agreement dated 04/19/02 amended 11/13/02, The Christine Y. Wiskemann Trust under agreement dated 5/7/03, and Kim D. Wiskemann sold back to the Company 226,000 shares, 350,000 shares, 370,000 shares, and 354,000 shares, for an aggregate amount of $15,383,820, $23,824,500, $25,185,900, and $24,096,780, respectively, on December 15, 2004. Esther B. Wiskemann, Christine Y. Wiskemann and Kim D. Wiskemann are children of Elizabeth S. Wiskemann. The price per share paid by the Company for each repurchase was the average of the high and low price of the Company's common stock on the NYSE on the repurchase date.

The Company also makes purchases of the Company's common stock from employees and executive officers on the same terms and conditions to pay taxes due in connection with the vesting of restricted stock awards and matching grants, which the Company provides under the Employee Stock Incentive Plan. On January 2, 2004 and in connection with the vesting of certain restricted stock awards, the Company purchased 1,205 shares from Ms. Anne M. Tatlock at the price of $52.05 per share. On October 1, 2004 and in connection with the vesting on September 30, 2004 of certain restricted stock awards, the Company purchased 4,442 shares from Mr. Flanagan, 1,112 shares from Mr. Murray L. Simpson, 2,737 shares from Ms. Tatlock, and 691 shares from Mr. James R. Baio (each an executive officer of the Company) at the price of $55.55 per share. The price per share paid by the Company for each purchase was the average of the high and low price of the Company's common stock on the NYSE on the vesting date.

12/24/2003 Proxy Information

Charles B. Johnson, the Chairman of the Board, Chief Executive Officer and director of the Company, and Rupert H. Johnson, Jr., the Vice Chairman and director of the Company, are brothers. Peter M. Sacerdote, a director of the Company, is a brother-in-law of Charles B. Johnson and Rupert H. Johnson, Jr. Gregory E. Johnson, a President of the Company, is the son of Charles B. Johnson, the nephew of Rupert H. Johnson, Jr. and Peter Sacerdote and the brother of Jennifer Bolt, a Senior Vice President and Chief Information Officer of the Company. Jennifer Bolt is the daughter of Charles B. Johnson, the niece of Rupert H. Johnson, Jr. and Peter Sacerdote and the sister of Gregory E. Johnson.

Prior to the time that Franklin acquired substantially all of the assets of Templeton, Galbraith & Hansberger Ltd. ("Templeton") in 1992, Templeton loaned Mr. Martin L. Flanagan monies secured by a deed of trust on Mr. Flanagan's then residence in Nassau, Bahamas. Such loan is outstanding to a subsidiary of the Company and bears interest at the annual rate of 5.98%. The largest aggregate amount outstanding during fiscal year 2003 was $356,333. As of December 1, 2003, $325,901 was outstanding under the loan.

In June 1995, prior to the time that Mr. Kenneth A. Lewis became an executive officer of Franklin, in connection with his relocation from Florida to California, Franklin made a loan to Mr. Lewis, secured by a deed of trust on his residence. The largest amount outstanding on the loan, which bore interest at the annual rate of 5%, during fiscal year 2003 was $454,845 and as of August 29, 2003, the loan was paid in full.

In October 1997, prior to the time that Mr. Charles R. Sims became an executive officer of Franklin, in connection with his relocation from Canada toCalifornia, Franklin made a loan to Mr. Sims, which is secured by a deed of trust on his residence and bears interest at the annual rate of 5%. The largest amount outstanding on the loan during fiscal year 2003 was $598,425 and as of December 1, 2003, $584,106 was outstanding.

In February 2000, Mr. Murray L. Simpson became an executive officer and general counsel of Franklin, and in connection with his relocation from Hong Kong to California, during fiscal year 2001 Franklin made a loan in the amount of $2,000,000 to Mr. Simpson. The loan was secured by a deed of trust on his personal residence, which bore interest at the annual rate of 5.57%, and was payable over 30 years. The largest amount outstanding on the loan during fiscal year 2003 was $1,971,153 and as of August 21, 2003 the loan was paid in full.

In March 2002, Franklin made a loan to Mr. Harmon E. Burns, Vice Chairman of the Company, in connection with his long service to the company. The loan is secured by a deed of trust on a property owned by Mr. Burns. The loan bears a variable interest rate, which adjusts quarterly based on the prevailing prime rate. Minimum monthly payments are payable based on a 20 year amortization schedule, however, any unpaid principal and interest is due and payable on March 22, 2007. The largest amount outstanding on the loan during fiscal year 2003 was $2,040,759 and as of December 1, 2003, $1,963,285 was outstanding.

In October 2002, prior to the time that Mr. James R. Baio became an executive officer and Chief Financial Officer of Franklin, and in connection with his relocation from Florida to California, Franklin made a loan in the amount of $915,000 to Mr. Baio. The loan was secured by a deed of trust on his personal residence and had interest at the annual rate of 4.41%. The largest amount outstanding on the loan during fiscal year 2003 was $915,000 and as of April 2003 (prior to the date Mr. Baio became an executive officer), the loan was paid in full.

In accordance with the Sarbanes-Oxley Act of 2002, the Company will not enter into any similar such loan transactions with its executive officers or directors.

The Company also makes purchases of the Company's common stock from employees and executive officers on the same terms and conditions to pay taxes due in connection with the vesting of restricted stock awards and matching grants, which the Company provides under the Employee Stock Incentive Plan ("ESIP"). Each purchase is ratified by the Company's Board of Directors. On January 2, 2003 and in connection with the vesting of certain restricted stock awards, the Company purchased 1,167 shares from Ms. Anne M.Tatlock at the price of $34.09 per share. On October 1, 2003 and in connection with the vesting on September 30, 2003 of certain restricted stock awards, the Company purchased 4,229 shares from Mr. Flanagan and 1,993 shares from Ms. Tatlock (each an executive officer of the Company) at the price of $44.20 per share. The price per share paid by the Company for each purchase represents the price at which the stock vested, which is the average of the high and low price of the Company's stock on the NYSE on that date.