FRANKLIN RESOURCES INC
FORM OF STOCK OPTION AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>exhibit10-75.txt
<DESCRIPTION>FORM OF STOCK OPTION AGREEMENT
<TEXT>
                                                                   EXHIBIT 10.75
                                                                   -------------


                            FRANKLIN RESOURCES, INC.
                       2002 UNIVERSAL STOCK INCENTIVE PLAN
                             STOCK OPTION AGREEMENT
                             ----------------------


     1. GRANT OF OPTION.  FRANKLIN RESOURCES,  INC, a Delaware  corporation (the
"Company"),  hereby grants to the Optionee (the "Optionee")  named in the Notice
of  Grant,  an option  (the  "Option")  to  purchase  a number  of  shares  (the
"Shares"),  as set forth in the Notice of Grant, at the exercise price per share
set forth in the Notice of Grant (the "Exercise  Price"),  subject to the terms,
conditions and definitions of the 2002 Universal Stock Incentive Plan (the "2002
Plan"),  adopted by the Company,  which is incorporated herein by reference.  In
the event of a conflict  between the terms and  conditions  of the 2002 Plan and
the  terms  and   conditions  of  this  Stock  Option   Agreement  (the  "Option
Agreement"),  the terms and  conditions of the 2002 Plan shall  prevail.  Unless
otherwise defined herein, the terms defined in the 2002 Plan shall have the same
defined meanings in this Option Agreement.

     If  designated in the Notice of Grant as an Incentive  Stock  Option,  this
Option is intended to qualify as an Incentive  Stock Option under Section 422 of
the Code.

     2. EXERCISE OF OPTION.

     (a) RIGHT TO  EXERCISE.  This  Option  is  exercisable  during  its term in
accordance  with the  Exercise  Schedule  set out in the Notice of Grant and the
applicable provisions of the 2002 Plan and this Option Agreement.

     (b) METHOD OF  EXERCISE.  This  Option is  exercisable  by  delivery  of an
exercise  notice,  in the form  provided  by the  Company  and  attached to this
Agreement  as  Attachment  1 (the  "Exercise  Notice"),  which  shall  state the
election  to exercise  the Option,  the number of Shares in respect of which the
Option is being exercised (the  "Exercised  Shares") and the manner of exercise.
The  Exercise  Notice  shall be signed by the Optionee and shall be delivered to
the  Secretary of the  Company.  The Exercise  Notice  shall be  accompanied  by
payment of the aggregate Exercise Price as to all Exercised Shares.  This Option
shall be deemed to be  exercised  upon  receipt  by the  Company  of such  fully
executed  Exercise Notice  accompanied by such aggregate  Exercise Price in good
funds.

     No Shares shall be issued  pursuant to the  exercise of this Option  unless
such issuance and exercise complies with all relevant  provisions of law and the
requirements  of any stock  exchange  upon  which the  Shares  are then  listed.
Assuming such compliance,  for income tax purposes the Exercised Shares shall be
considered  transferred to the Optionee on the date the Option is exercised with
respect to such Exercised Shares.

     3. METHOD OF PAYMENT. Payment of the aggregate Exercise Price shall be made
in United States dollars by delivery of (i) cash, (ii) check, or in the sole and
absolute discretion of the Company (iii) authorization for the Company to retain
from the total  number of Exercised  Shares that number of Shares  having a Fair
Market Value on the date of exercise  equal to the Exercise  Price for the total
number of Exercised Shares, or (iv) authorization for a broker designated by the
Company to sell that number of  Exercised  Shares  having a Fair Market Value on
the date of  exercise  equal to the  Exercise  Price  for the  total  number  of
Exercised   Shares,  or  (v)  by  delivery  of  other  shares  (by  delivery  of
certificates  or  attestation)  which (x) either have been owned by the Optionee
for more than six months on the date of surrender or

<PAGE>

were not acquired, directly or indirectly, from the Company, and (y) have a Fair
Market Value on the date of surrender  equal to the aggregate  exercise price of
the Shares as to which said Option shall be exercised.

     4. RESTRICTIONS ON EXERCISE.

     (a) This Option may not be  exercised  if the  issuance of such Shares upon
such  exercise or the method of payment of  consideration  for such shares would
constitute  a  violation  of any  applicable  United  States  federal  or  state
securities  or other law or  regulation,  including  any rule  under Part 207 of
Title 12 of the Code of Federal  Regulations  ("Regulation G") as promulgated by
the Federal Reserve Board, or applicable laws of any jurisdiction  pertaining to
the Optionee.

     (b) Optionee  acknowledges that, from time to time, the Company may be in a
"Blackout  Period"  and/or  subject  to  applicable  securities  laws that could
subject the Optionee to liability for engaging in any transaction  involving the
sale of the Company's  shares.  Optionee  further  acknowledges and agrees that,
prior to the sale of any shares  acquired  under this  Award,  it is  Optionee's
responsibility  to  determine  whether or not such sale of shares  will  subject
Optionee to liability under insider trading rules or other applicable securities
laws.

     5. TERMINATION OF  RELATIONSHIP.  In the event of termination of Optionee's
Continuous  Status as an  Employee,  Optionee  may, to the extent  otherwise  so
entitled at the date of such termination (the "Termination Date"), exercise this
Option for a period of ninety  (90) days after the  Termination  Date (but in no
event  later than the  Expiration  Date).  To the extent that  Optionee  was not
entitled to exercise  this Option at the  Termination  Date, or if Optionee does
not exercise  this Option  within the time  specified  herein,  the Option shall
terminate.

     6.  DISABILITY  OF OPTIONEE.  Notwithstanding  the  provisions of Section 5
above,  in the  event of  termination  of  Optionee's  Continuous  Status  as an
Employee as a result of  disability  (as  determined  by the Board in accordance
with the policies of the Company),  Optionee may, but only within six (6) months
from the  Termination  Date (but in no event  later than the  Expiration  Date),
exercise  the  Option  in full,  even if the  right to  exercise  shall not have
otherwise accrued at the date of such total and permanent disability. All rights
to exercise the Option  shall expire and be of no further  force or effect after
such six month period. Unless changed by the Board,  "disability" means that the
Optionee  ceases to be an employee on account of permanent and total  disability
as a result of which the  Optionee  shall be  eligible  for  payments  under the
Company's long term disability policy applicable to the Optionee.  To the extent
that Optionee was not entitled to exercise the Option at the  Termination  Date,
or if  Optionee  does not  exercise  such  Option  (to the extent  otherwise  so
entitled) within the time specified herein, the Option shall terminate.

     7. DEATH OF OPTIONEE. In the event of the death of Optionee, the Option may
be  exercised  in full at any time within six (6) months  following  the date of
death (but in no event later than Expiration Date), by Optionee's estate or by a
person who acquired the right to exercise the Option by bequest or  inheritance,
even if the right to exercise  shall not have  otherwise  accrued at the date of
death. All rights to exercise the Option shall expire and be of no further force
or effect after such six month period.

     8. NON-TRANSFERABILITY OF OPTION. This Option may not be transferred in any
manner  otherwise than by will or by the laws of descent or distribution and may
be exercised during the lifetime of Optionee only by the Optionee.  The terms of
this  Option  shall  be  binding  upon  the  executors,  administrators,  heirs,
successors and assigns of the Optionee.

     9. TERM OF OPTION.  This Option may be exercised  only until the Expiration
Date set out in the Notice of Grant,  and may be exercised during such term only
in accordance  with the 2002 Plan and the

<PAGE>

terms of this  Option.  The  limitations  set out in  Section 2 of the 2002 Plan
regarding  option  terms and  options  granted  to more than ten  percent  (10%)
shareholders shall apply to this Option.

     10. TAX  CONSEQUENCES.  There are various tax consequences  applicable upon
the  exercise of this stock  option and the sale of stock  acquired  thereunder.
Additionally,  if this  Option  is an  Incentive  Stock  Option  that  is  first
exercisable  for more than  $100,000  worth of Shares in any  calendar  year (as
calculated based on fair market value at the date of grant),  the portion of the
Option  first  exercisable  for greater  than  $100,000  worth of Shares will be
treated as a  nonstatutory  stock option for tax purposes,  notwithstanding  the
designation  as an Incentive  Stock Option on the Notice of Grant.  THE OPTIONEE
SHOULD CONSULT A TAX ADVISER BEFORE  EXERCISING  THIS OPTION OR DISPOSING OF THE
SHARES.

     11. ADJUSTMENTS. Exercise of the Option, as provided for above, may be made
in full or in part,  except that, in the event of an adjustment in the number of
shares  covered by this Option,  as provided for in the 2002 Plan,  resulting in
other than a whole number of shares,  then the Option may not be exercised for a
fraction of a share,  but shall be deemed to be for the nearest  whole number of
shares  following  standard  rounding  principles.  Payments  hereunder shall be
rounded to the nearest cent following standard rounding principles.

     12.  WAIVERS.  Any failure to enforce any terms or  conditions  of the 2002
Plan or this  Agreement  by the  Company  or by  Optionee  shall not be deemed a
waiver of that term or condition,  nor shall any waiver or relinquishment of any
right or power for all or any other times.

     13.  SEVERABILITY OF PROVISIONS.  If any provision of the 2002 Plan or this
Agreement   shall  be  held  invalid  or   unenforceable,   such  invalidity  or
unenforceability shall not affect any other provision thereof; and the 2002 Plan
and this  Agreement  shall be  construed  and  enforced  as if  neither  of them
included such provision.

     14. COMMITTEE DECISIONS CONCLUSIVE.  All decisions of the Committee arising
under the 2002 Plan or under this Agreement shall be conclusive.

     15.  MANDATORY  ARBITRATION.  To the extent  permitted  by law, any dispute
arising  out  of or  relating  to  this  Agreement,  including  its  meaning  or
interpretation,  shall be resolved  solely by  arbitration  before an arbitrator
selected in accordance with the rules of the American  Arbitration  Association.
The  location  for  the  arbitration  shall  be  in  the  county  or  comparable
jurisdiction  of Optionee's  employment.  Judgment on the award  rendered may be
entered in any court having jurisdiction. Each party shall pay an equal share of
the  arbitrator's  fees.  All statutes of  limitation  which would  otherwise be
applicable shall apply to any arbitration  proceeding under this paragraph.  The
provisions  of this  paragraph  are  intended  by  Optionee  and  Company  to be
exclusive for all purposes and applicable to any and all disputes arising out of
or relating to this Agreement.  The arbitrator who hears and decides any dispute
shall have jurisdiction and authority only to award compensatory damages to make
whole a person or entity sustaining foreseeable economic damages, and, shall not
have  jurisdiction and authority to make any other award of any type,  including
without limitation, punitive damages, unforeseeable economic damage, damages for
pain, suffering or emotional distress, or any other kind or form of damages. The
remedy, if any, awarded by the arbitrator shall be the sole and exclusive remedy
for any dispute which is subject to arbitration under this paragraph.

     16.  DELAWARE LAW. The 2002 Plan and this Option  (including  the Notice of
Grant, the Option  Agreement and any attachments  hereto) shall be construed and
enforced  according  to the laws of the  State of  Delaware  to the  extent  not
preempted by the federal laws of the United States of America.


<PAGE>



                            FRANKLIN RESOURCES, INC.
                       2002 UNIVERSAL STOCK INCENTIVE PLAN
                        ATTACHMENT 1 TO OPTION AGREEMENT
                        --------------------------------

                    EXERCISE NOTICE FOR OPTION GRANT #______

Franklin Resources, Inc.
One Franklin Parkway
San Mateo, California 94403-1906
Attn:  Corporate Secretary

This Notice is to inform you that the undersigned  hereby elects to exercise the
option  granted on  ___________  pursuant to Stock Option  Grant Number  _______
under the Franklin Resources,  Inc. 2002 Universal Stock Incentive Plan. By this
Notice,  the  undersigned  hereby elects to exercise the foregoing  option as to
__________  shares at the Exercise Price of US$________ per Share for a total of
US$_____________.

I understand that the Company  requires me to provide for withholding  taxes, if
any, at the time of exercise.  I hereby authorize the Company to withhold Shares
or, if exercised  prior to my  termination  from  employment at the Company,  to
deduct from my next payroll check to cover  withholding due with respect to this
exercise.

Unless I indicate  otherwise  below,  please issue a single  certificate for the
total number of shares and send it to the following address:


-----------------------------------------------------

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---------------------------
Signature


---------------------------
Print or type name


---------------------------
Date

<PAGE>

                            FRANKLIN RESOURCES, INC.
                       2002 UNIVERSAL STOCK INCENTIVE PLAN
                          NOTICE OF STOCK OPTION GRANT

     Optionee's Name:
     Address:



     You have been granted an option,  consisting of the Stock Option  Agreement
(the "Option Agreement"),  an electronic copy of which is available as described
below,  and this Notice of Stock Option Grant  (collectively,  the  "Option") to
purchase Common Stock of Franklin Resources, Inc. (the "Company"), as follows:

     Grant Number                           ____________________________________

     Grant Date                             ____________________________________

     Exercise Price Per Share               ____________________________________

     Total Number of Options                ____________________________________

     Expiration Date                        ____________________________________

     This grant is  intended to be an  incentive  stock  option  ("ISO") for the
first  $100,000  in  value  which  is  exercisable  in  a  calendar  year  after
aggregating all exercisable option grants from the Company to the recipient. The
ISO status of a grant is relevant  only for U.S. tax purposes and is governed by
U.S. tax regulations, as set forth in Section 10 of the Option Agreement. Please
consult your tax adviser for the impact on your U.S.  taxes,  if applicable,  of
incentive and non-qualified stock options at the time of exercise.

     EXERCISE  SCHEDULE  The Option may be  exercised,  in whole or in part,  in
accordance with the schedule set out below.

     EXERCISE DATE                             NUMBER OF SHARES
     -------------                             ----------------




     TERMINATION  PERIOD. The Option may be exercised for ninety (90) days after
termination  of  employment  except as set out in Sections 6 and 7 of the Option
Agreement (but in no event later than the Expiration Date).

     Optionee  acknowledges  and  agrees  that the  ability to  exercise  shares
pursuant to the Option is earned only by  continuing  employment  at the will of
the Company (not through the act of being  hired,  being  granted this option or
acquiring  shares  hereunder).  Optionee  further  acknowledges  and agrees that
nothing in the Option,  the Option Agreement nor in the Company's 2002 Universal
Stock  Incentive Plan (the "2002 Plan"),  which is  incorporated  herein by this
reference,  affects the Company's right to terminate, or to change the terms of,
the Optionee's employment at any time, with or without cause.

<PAGE>

     Optionee  acknowledges  that,  from time to time,  the  Company may be in a
"Blackout  Period"  and/or  subject  to  applicable  securities  laws that could
subject Optionee to liability for engaging in any transaction involving the sale
of the Company's shares. Optionee further acknowledges and agrees that, prior to
the  sale  of  any  shares   acquired  under  this  Option,   it  is  Optionee's
responsibility  to  determine  whether or not such sale of shares  will  subject
Optionee to liability under insider trading rules or other applicable securities
laws.

     The Optionee  understands that the Option is subject to Optionee's  consent
to  access  the 2002  Plan  prospectus,  the 2002  Plan,  the  Option  Agreement
(collectively,  the "2002 Plan Documents") in electronic form through the People
Page on the Company's Intranet.  By signing below and accepting the grant of the
Option, you: (i) consent to access electronic copies (instead of receiving paper
copies) of the 2002 Plan  Documents via the Company's  Intranet;  (ii) represent
that you have access to the Company's  Intranet;  (iii)  acknowledge  receipt of
electronic copies, or that you are already in possession of paper copies, of the
2002 Plan Documents and the Company's 2002 Annual Report;  and (iv)  acknowledge
that you are  familiar  with and  accept  the  Option  subject  to the terms and
provisions of the 2002 Plan Documents.

     Optionee may receive paper copies of the 2002 Plan  Documents by requesting
them in writing addressed to Stock  Administration at One Franklin Parkway,  San
Mateo, CA 94403-1906.

     In  the  event  of  my  death,  I  hereby  designate  the  following  as my
beneficiary(ies)  to receive  all  payments  and shares due to me under the 2002
Plan pursuant to this Option.  Please note that this designation applies only to
this Option and not to any prior awards or grants under the 2002 Plan.

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

     ADDRESS:              _____________________________________________________


                           _____________________________________________________
                           (Please include country and Zip/Postal Code)

     TELEPHONE NO.:        _____________________________________________________
                           (Please include country and/or area code)

     RELATIONSHIP:         _____________________________________________________

     PERCENTAGE:           _____________________________________________________
                           (Please enter the % you wish your beneficiary(ies)
                            to receive)

     By  your   electronic   signature   and  the  signature  of  the  Company's
representative below, you and the Company agree that the Option is granted under
and  governed  by the  terms  and  conditions  of the 2002  Plan and the  Option
Agreement.


OPTIONEE:                                   FRANKLIN RESOURCES, INC.


____________________________________        ____________________________________
Participant's Name                          Barbara J. Green, Vice President


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