INDEMNIFICATION AGREEMENT

Exhibit 10.1

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made as of this __ day of _____, 200_ by and between Franklin Resources, Inc., a Delaware corporation (the “Company” or “Indemnitor”), and (the “Indemnitee”).

WITNESSETH:

WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available;

WHEREAS, Indemnitee is a director or officer of the Company;

WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies in today’s environment;

WHEREAS, while basic protection against undue risk of personal liability of directors and officers heretofore has been provided through insurance coverage, such insurance may not provide adequate protection against such litigation and claims;

WHEREAS, the Certificate of Incorporation and by-laws of the Company, as amended, require the Company to indemnify its directors and officers as provided therein and Indemnitee has been serving and continues to serve as a director or officer of the Company in part in reliance on such Certificate of Incorporation and by-laws;

WHEREAS, in recognition of Indemnitee’s need for substantial protection against personal liability in order to enhance Indemnitee’s continued service to the Company in an effective manner, and Indemnitee’s reliance on the aforesaid Certificate of Incorporation and by-laws, and in part to provide Indemnitee with specific contractual assurance that the protection specified in the Certificate of Incorporation and by-laws, as amended, will be available to Indemnitee (regardless of, among other things, any amendment to or revocation of such Certificate of Incorporation or by-laws, any change in the composition of the Company’s Board of Directors or any acquisition transaction relating to the Company), the Company wishes to provide in this Agreement for the indemnification of and the advancing of expenses to Indemnitee to the full extent (whether partial or complete) permitted by law and as set forth in this Agreement, and, to the extent insurance is maintained, for the continued coverage of Indemnitee under the Company’s directors’ and officers’ liability insurance policies;

NOW, THEREFORE, in consideration of the premises and of Indemnitee continuing to serve the Company directly or, at its request, with another enterprise, and intending to be legally bound hereby, the parties hereto agree as follows:

(a)              Change in Control shall be deemed to have occurred if (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Act”)), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 20% or more of the total voting power represented by the Company’s then outstanding Voting Securities, except (A) a person who as of the date hereof owns 20% or more of the total voting power represented by the Company’s outstanding Voting Securities (a “20% Group”) shall not be deemed to have caused a change in control until such person becomes the beneficial owner, directly or indirectly, of more than 50% of the then outstanding Voting Securities, or (B) a person who becomes a beneficial owner, directly or indirectly, of securities of the Company representing 20% or more of the total voting power represented by the Company’s then outstanding Voting Securities shall not be deemed to have caused a change in control unless such person also owns more of the total voting power represented by the Company’s outstanding Voting Securities than is owned by a 20% Group at the time such person becomes owner of such securities, or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company and any new director whose election by the Board of Directors or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets.

(b)             Claim shall mean any threatened, pending or completed action, suit or proceeding, or any inquiry or investigation, whether conducted by the Company or any other party, that Indemnitee in good faith believes might lead to the institution of any such action, suit or proceeding, whether civil, criminal, administrative, investigative or other.

obligations paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in, any Claim relating to any Indemnifiable Event.

(d)             Indemnifiable Event shall mean any event or occurrence related to the fact that Indemnitee is or was a director, officer, employee, agent or fiduciary of the Company, or is or was serving at the request of the Company as a director, officer, employee, trustee, agent or fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, or by reason of anything done or not done by Indemnitee in any such capacity.

(e)              Potential Change in Control shall be deemed to have occurred if (i) the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control, or (ii) any person (including the Company) publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change in Control, or (iii) any person, other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, who is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 9.5% or more of the combined voting power of the Company’s then outstanding Voting Securities, increases his beneficial ownership of such securities by 5% or more over the percentage so owned by such person on the date hereof, except (A) a 20% Group which increases its beneficial ownership of such securities by 5% or more over the percentage so owned on the date hereof shall not be deemed to have caused a potential change in control, unless such increase results in such person becoming the beneficial owner, directly or indirectly, of more than 50% of the then outstanding Voting Securities, or (B) a person who is or becomes the beneficial owner, directly or indirectly, of the voting power representing 9.5% or more of the Company’s Voting Securities and increases his beneficial ownership of such securities by 5% or more over the percentage so owned by such person on the date hereof shall not be deemed to have caused a potential change in control to have occurred unless, including such increase in ownership, such person owns more of the voting power represented by the Company’s Voting Securities than is owned by a 20% Group at the time such person increases his ownership, or (iv) the Company’s Board of Directors adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred.

(f)              Reviewing Party shall mean any appropriate person or body consisting of a member or members of the Company’s Board of Directors or any other person or body appoint