Form of Notice of Restricted Fund Unit Award And Restricted Fund Unit Award

Exhibit 10.2

FRANKLIN RESOURCES, INC.

AMENDED AND RESTATED ANNUAL INCENTIVE COMPENSATION PLAN NOTICE OF RESTRICTED FUND UNIT AWARD

Participant:


Name: ______________________

Address: ______________________

Franklin Resources, Inc. (the " Company" ) recognizes Participant' s efforts and contributions on behalf of the Company and its subsidiaries and, as a reward and an incentive for increased efforts and successful achievements, has awarded Participant an award (the " Award" ) of restricted fund units (" Units" ) pursuant to the terms and conditions of the accompanying Restricted Fund Unit Award Agreement (the " Agreement" ), this Notice of Restricted Fund Unit Award (the " Notice of Award" ) and the Company' s Amended and Restated Annual Incentive Compensation Plan (the " AIP" ), as follows:


Award Number

Award Date

Vesting Commencement Date

Number and Class of Units Awarded [Fund A] __________ Units [Fund B] __________ Units

Vesting Schedule Subject to Participant' s continued employment with the Company or any of its subsidiaries and other limitations set forth in this Notice of Award, the Agreement and the AIP, the Units (including fractions of Units) shall vest in accordance with the following schedule:

[ ]

Participant acknowledges and agrees that the Units subject to this Award shall vest only by Participant continuing employment at the will of the Company or its applicable subsidiary (not through the act of being hired, being granted this Award or acquiring Units hereunder). Participant further acknowledges and agrees that nothing in this Notice of Award nor in the Agreement and the AIP, which is incorporated herein by this reference, affects the Company' s, or a subsidiary' s, right to terminate, or to change the terms of, Participant' s employment at any time, with or without cause.

Participant understands that the Award is subject to Participant' s consent to access, and acknowledgement of having accessed, the Notice of Award, the Agreement and the AIP (collectively, the " AIP Documents" ) in electronic form through the People Page on the Company' s Intranet or similar process as determined by the Company. By signing below, Participant hereby: (i) consents to access electronic copies (instead of receiving paper copies) of the AIP Documents and the prospectus(es) for the fund(s) for which Units have been awarded via the Company' s Intranet; (ii) represents that Participant


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has access to the Company' s Intranet; (iii) acknowledges receipt of electronic copies, or that Participant already is in possession of paper copies, of the AIP Documents and the prospectus(es) for the fund(s) for which Units have been awarded; (iv) acknowledges that Participant is familiar with and has accepted the Award subject to the terms and provisions of the AIP Documents; and (v) consents to access and receive in the future electronic copies (instead of receiving paper copies) via the Company' s Intranet of prospectuses for the fund(s) for which Units have been awarded, shareholder reports, material prospectus supplements and other reports and communications sent from time to time to shareholders of such fund(s).

Participant may receive, without charge, upon written or oral request, paper copies of any or all of the AIP Documents, the prospectus(es) for the fund(s) for which Units have been awarded or other documents provided electronically by requesting them from Stock Administration at the Company, One Franklin Parkway, San Mateo, CA 94403-1906. Telephone (650) 525-8037. Participant may also withdraw Participant' s consent to receive any or all documents electronically by notifying Stock Administration at the above address in writing.

In the event of Participant' s death, Participant hereby designates the following as Participant' s beneficiary(ies) to receive all payments and shares due to Participant pursuant to this Award. Please note that this designation applies only to this Award and not to any prior awards or grants under the AIP. This designation shall be binding upon the executors, administrators, heirs, successors and transferees of Participant only in jurisdictions where such beneficiary designations are enforceable under local law.

NAME: (Please print): (First) (Middle) (Last)

SSN/SIN/National Tax ID:

ADDRESS: (Please include Country and Zip/Postal Code)

TELEPHONE NO.: (Please include Country and/or Area Code)

RELATIONSHIP:

PERCENTAGE: (Enter the % Participant wishes the beneficiary(ies) to receive)


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By Participant' s electronic signature and by the signature of the Company' s representative below, Participant and the Company agree that the Award is granted under and governed by the terms and conditions of the Notice of Award, the Agreement and the AIP.


PARTICIPANT:

FRANKLIN RESOURCES, INC.

Participant' s Name

By:

Title:


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FRANKLIN RESOURCES, INC.

AMENDED AND RESTATED ANNUAL INCENTIVE COMPENSATION PLAN

RESTRICTED FUND UNIT AWARD AGREEMENT

This Restricted Fund Unit Award Agreement, together with any Appendix(es) attached hereto (hereinafter, collectively, the " Agreement" ), is made as of the Award Date set forth in the Notice of Restricted Fund Unit Award (the " Notice of Award" ) between Franklin Resources, Inc. (the " Company" ) and the Participant named therein (" Participant" ). Capitalized terms used but not defined herein have the same meaning as set forth in the AIP (as defined below).

WITNESSETH: WHEREAS, the Board of Directors and stockholders of the Company have adopted the Franklin Resources, Inc. Amended and Restated Annual Incentive Compensation Plan (the " AIP" ) to reward eligible individuals for contributions made to the Company; and

WHEREAS, the Company recognizes the efforts and contributions of Participant on behalf of the Company and its subsidiaries and desires to motivate Participant in Participant' s work and provide an inducement to remain in the service of the Company and its subsidiaries; and

WHEREAS, the Company has determined that it would be to the advantage and in the interest of the Company and its stockholders to grant Participant an award (the " Award" ) of restricted fund units (the " Units" ), as provided for in this Agreement and the Notice of Award, subject to certain restrictions, as a reward and an incentive for increased efforts and successful achievements;

NOW, THEREFORE, in consideration of the foregoing premises and of the mutual covenants herein contained, the parties hereto hereby agree as follows:

1. Restricted Fund Unit Award . The Company is issuing to Participant Units as set forth in the Notice of Award, subject to the rights of and limitations on Participant as owner thereof as set forth in this Agreement.

2. Transfer Restriction . The Units may not be transferred by Participant in any mann ...