The Franklin Company 401(k) Plan

Date: December 4. 2006

1. General. This is a Summary of Material Modification regarding the The Franklin Company 401(k) Plan (the "Plan"). This Summary of Material Modification supplements the Summary Plan Description (the "SPD") previously provided to you. You should retain this document with your copy of the SPD.

2. Employer Information. The Franklin Company is the sponsor of the Plan. Our address is P.O. Box 230   600 Reed Road. Broomall, PA 19008; our telephone number is (610) 356-1010; and our employer identification number is 23-1547079.

3. Summary Description of Modification. The Plan has been amended to comply with some recent changes in the

401(k) regulations, as explained in more detail below:

With respect to Hardship Distributions:

For any year in which the Plan allows for hardship distributions, you can withdraw up to 100% of your Elective Deferrals to pay for a financial hardship caused by (1) eligible medical expenses incurred by you or your family; (2) the purchase (excluding mortgage payments) of your principal residence; (3) tuition for the next 12 months of college for you or your family; (4) payments needed to prevent your eviction from, or foreclosure on the mortgage of, your principal residence; (5) payments needed to repair damage to your principal residence that would qualify as a deductible casualty expense (without regard to the 10% "floor" for deductibility); or (6) payment of funeral expenses for your deceased parent, spouse, children or dependents. However, you cannot make any Elective Deferrals for 6 months after you receive a distribution. For more information regarding hardship distributions, you can refer to the Summary Plan Description.