EXHIBIT 10.86
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              DESCRIPTION OF NON-MANAGEMENT DIRECTORS' COMPENSATION

Effective  January  1,  2005,  directors  who  are  not  employees  of  Franklin
Resources,  Inc. (the "Company" or "Franklin") will be paid $12,500 per quarter,
plus $3,000 per meeting and will  receive an annual grant of common stock of the
Company valued at $75,000 (rounded up to the nearest whole share) on the date of
grant on January 25, 2005 and on the date of the annual  organizational  meeting
of the  Board of  Directors  of the  Company  in  subsequent  fiscal  years.  In
addition,  the  Company has a policy of  reimbursing  certain  health  insurance
coverage  for a  director  who  is  retired  from  other  employment  and is not
otherwise  eligible for group health coverage under Franklin's group health plan
or any other company's  health plan.  Franklin will reimburse the cost of health
insurance coverage comparable to that provided to Franklin  employees.  Franklin
also allows  directors to defer payment of their  directors'  fees, and to treat
the deferred amounts as hypothetical  investments in Franklin common stock. Upon
termination,  the  number of shares of stock  that the  director  hypothetically
purchased are added together, and Franklin must pay the director an amount equal
to the value of the hypothetical investment, including dividend reinvestment.