EXHIBIT 10.87
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    DESCRIPTION OF PERFORMANCE GOALS FOR CO-CHIEF EXECUTIVE OFFICERS FOR THE
   2005 FISCAL YEAR UNDER THE 2004 KEY EXECUTIVE INCENTIVE COMPENSATION PLAN

On December 23, 2004,  the  Compensation  Committee of the Board of Directors of
Franklin Resources,  Inc. (the "Company")  established maximum individual target
awards of $5,000,000 for the 2005 fiscal year for each of Mr. Martin L. Flanagan
and Mr.  Gregory E. Johnson  under the Company's  2004 Key  Executive  Incentive
Compensation  Plan. If the Company's  operating profit margin is at least 26.35%
for the 2005 fiscal year, then each participant  will receive  $1,500,000 of the
aggregate  maximum  individual target awards. If such operating profit margin is
less than 26.35%,  then each  participant will forfeit any right to receive this
$1,500,000  portion of the target awards.  If the average  percentage  growth of
earnings per share and pre-tax  operating income for the 2005 fiscal year is 25%
or greater,  then each  participant  will receive  $3,500,000  of the  aggregate
maximum  individual  target awards.  If such  percentage is 20% to 24%, then the
award will be  $2,800,000;  if the percentage is 15% to 19%, then the award will
be  $2,100,000;  if the  percentage  is 10% to  14%,  then  the  award  will  be
$1,400,000;  and if the percentage is 5% to 9%, then the award will be $700,000.
If such percentage is less than 5%, then each participant will forfeit any right
to receive this $3,500,000 portion of the maximum target award.  Notwithstanding
these  potential  target awards,  the actual awards payable to either or both of
Mr.  Flanagan  and Mr. G.  Johnson are subject to the  Compensation  Committee's
authority to reduce the award otherwise  payable to the participant.  The awards
are  payable  in cash or Company  stock at the  discretion  of the  Compensation
Committee.