PUTNAM INVESTMENTS TRUST EQUITY PARTNERSHIP PLAN (Amended and Restated as of September 6, 2005)

of Class B Shares subject to the Option multiplied by the excess, if any, of the Fair Market Value per Class B Share on the date of such cancellation over the exercise price per Class B Share for such Option and (B) cancel all or some of the Class B Shares and shares of Restricted Stock in exchange for a payment in cash, with respect to each Class B Share or share of Restricted Stock so cancelled, of an amount equal to Fair Market Value of a Class B Share on the date of the cancellation; provided, however, that (1) a determination to effect a complete cancellation of Options, Class B Shares and Restricted Stock can be made only (x) if directed by the MMC Committee (in which case the Board shall authorize such complete cancellation) or (y) by the Board (with the approval of the MMC Committee); (2) a determination to effect a partial cancellation of Options, Class B Shares and Restricted Stock can be made only by the Board (with the approval of the MMC Committee); and (3) amounts otherwise payable under this paragraph (ii) may be subject to such conditions (including forfeiture of all or any portion of amounts received pursuant to this paragraph (ii) upon violation of the Participant's Non-Solicitation Agreement or any noncompetition agreement between Participant and Putnam), as may be prescribed in the Award Agreement or otherwise. In the event of a complete cancellation of Options, Class B Shares and Restricted Stock, the Plan shall terminate. It is generally intended that any partial cancellation pursuant to this Section 8(b)(ii) shall be accomplished in a manner calculated, in the Board's sole discretion, to affect all Participants ratably and equitably; provided, however, that nothing herein shall prohibit such cancellation on an individual or any other basis. Notwithstanding the foregoing, if within a twelve-month period immediately following a cancellation pursuant to this Section 8(b)(ii), there occurs a Change in Control of MMC, a Change in Control of Putnam, a Transaction (as defined in Section 9(c) hereof), a Public Offering or a Special Transaction (collectively, an "Event");

(1) in the case of a Change in Control of MMC or a Change in Control of Putnam, each Participant shall be entitled to receive, with respect to each Class B Share, share of Restricted Stock and Option so cancelled, (x) in the case of Class B Shares or shares of Restricted Stock, an additional amount in cash equal to the excess, if any, of the Fair Market Value of a Class B Share on the date of such Change in Control over the Fair Market Value of a Class B Share on the date of cancellation, or, in the case of an Option so cancelled, an additional amount in cash equal to the excess, if any, of the Fair Market Value of a Class B Share on the date of such Change in Control over the higher of the Fair Market Value of a Class B Share on the date of cancellation and the exercise price per Class B Share subject to such Option, and (y) an additional amount in cash equal to the Additional Payment (as defined in Section 9(a) hereof), as if the awards had not been so cancelled, the entitlement to the Additional Payment being subject to the same terms and conditions set forth in said Section 9(a);

(2) in the case of a Transaction, each Participant shall be entitled to receive, with respect to that percentage (equal to the MMC Percentage, as defined in Section 9(c) hereof) of the Class B Shares, shares of Restricted Stock and Options so cancelled, (x) in the case of Class B Shares or shares of Restricted Stock, an additional amount in cash equal to the excess, if any, of the Fair Market Value of a Class B Share as of the date of the Transaction over the Fair Market Value of a Class B Share as of the date of cancellation, or, in the case of an Option so cancelled, an additional amount in cash equal to the excess, if any, of the Fair Market Value of a Class B Share as of the date of the Transaction over the higher of the Fair Market Value of a Class B Share on the date of cancellation and the exercise price per Class B Share subject to such Option, and (y) an additional amount in cash equal to the Additional Tag-Along Payment (as defined in Section 9(c) hereof), as if the awards had not been so cancelled and the Participant had exercised the rights referred to in Section 9(c) hereof, the entitlement to the Additional Tag-Along Payment being subject to the same terms and conditions set forth in said

Section 9(c);

(3) in the case of a Public Offering, each Participant shall be entitled to receive, with respect to each Class B Share, share of Restricted Stock and Class B Share subject to an Option so cancelled, an additional amount in cash equal to the excess, if any, of the per share price paid in respect of shares of capital stock of Putnam issued or sold in the Public Offering (which price shall be equitably adjusted, to the extent appropriate, by the Committee with the approval of the MMC Committee in the event that the shares of Putnam common stock issued or sold in the Public Offering are not Class A Shares) over (x) in the case of Class B Shares or Restricted Stock so cancelled, the Fair Market Value of a Class B Share as of the date of cancellation and (y) in the case of an Option so cancelled, the higher of the Fair Market Value of a Class B Share as of the date of cancellation or the exercise price per Class B Share subject to such Option; and

(4) in the case of a Special Transaction, each Participant shall be entitled to receive, with respect to that percentage (equal to the Publicly Traded Transaction Percentage, as defined in Section 9(d) hereof) of the Class B Shares, shares of Restricted Stock and Options so cancelled, an additional amount in cash equal to the excess, if any, of the per share price of the shares of capital stock of Putnam issued to the public in connection with the Special Transaction (which price shall be equitably adjusted, to the extent appropriate, by the Committee with the approval of the MMC Committee in the event that the shares of Putnam common stock issued or sold in the Special Transaction are not Class A Shares) over (x) in the case of Class B Shares or Restricted Stock so cancelled, the Fair Market Value of a Class B Share as of the date of cancellation and (y) in the case of an Option so cancelled, the higher of the Fair Market Value of a Class B Share as of the date of cancellation or the exercise price per Class B Share subject to such Option.

iii) Following any receipt of notice from Putnam relating to any cancellation pursuant to Section 8(b)(ii), the Participant shall no longer have any rights with respect to the Class B Shares, Restricted Stock and Options so cancelled, except for the right to receive the payments described herein on the terms and conditions provided herein. All purchases pursuant to this Section 8(b) by Putnam shall be for a purchase price per Class B Share equal to Fair Market Value as of the date of sale.

(c) Certain Other Permitted Transfers of Class B Shares. If a Participant requests that Putnam purchase all or some of the Class B Shares then held by the Participant in accordance with Section 8(b)(i) and Putnam does not purchase the Class B Shares so offered ("Refused Shares") then, during the thirty-day period immediately following the date the Class B Shares were refused by Putnam, the Participant may accept an offer (which must be in writing and for Fair Market Value as of the date that the Class B Shares were refused by Putnam) from, and sell to, any Participant who (unless such condition is waived by the Committee with the approval of the MMC Committee) is then an Accredited Investor and an Employee seeking to purchase all or any part of the Refused Shares. Upon receipt of such offer (and prior to acceptance thereof), the Participant shall give notice in writing to Putnam (i) designating the number of Refused Shares to be sold, (ii) naming the purchaser of such Refused Shares and (iii) specifying the price and terms of the sale; provided such sale may not be consummated unless such intended purchaser shall have agreed in writing to make and be bound by the representations, warranties, covenants and conditions set forth in the Plan and the applicable Award Agreement, pursuant to an instrument of assumption satisfactory in substance and form to Putnam. Any Class B Shares so transferred shall be subject to all of the terms and conditions of the Plan and the applicable Award Agreement, except that the transferee-Participant shall be substituted for the transferor-Participant with respect to any such applicable terms and

conditions.

(d) Automatic Exchange of Shares or Units. Putnam, by action of the Committee (with the approval of the MMC Committee), may exchange the then Class B Shares and shares of Restricted Stock for shares or units and restricted shares or units, as the case may be, of another entity and substitute shares and units of another entity for Class B Shares subject to options in one or more transactions at one or more times, provided that (x) immediately following each such exchange, the sole assets of such other entity shall be shares of, or other equity interest in, Putnam (or a successor or parent of Putnam) and assets of Putnam (including, without limitation, any right under the Plan, any other equity plan of Putnam, or related to such plans) and (y) the rights of the then holders of Class B Shares and shares of Restricted Stock shall not, in the judgment of the Committee, be materially adversely affected (defined so as to include, without limitation, for purposes of this subsection, being “adversely affected” under Section 77 of the Massachusetts Business Corporation Law (or any successor statute thereto), as may be in effect or amended from time to time, to the extent such Section would have been applicable to, and as a consequence of its application voting rights would have been granted in connection with, such transaction if a corporate entity incorporated under the laws of the Commonwealth of Massachusetts were engaged in such transaction) as a result of such exchange (it being understood that an exchange (by merger, consolidation or an exchange of units or shares) of units of a business trust for shares of a corporate entity shall not be deemed to have such a material adverse affect as a result of the different entity level taxes to be paid by a business trust and a corporation and that an exchange (by merger, consolidation or an exchange of units and shares) of units of a business trust for shares of a corporate entity incorporated under the laws of the Commonwealth of Massachusetts with terms substantially similar to those set forth in Putnam Investment, Inc.’s Articles of Organization in effect on the date shares were first issued pursuant to the Plan and as such terms may have been modified in the declaration of trust of the business trust or under Massachusetts corporate law, shall automatically be deemed to not have such a material adverse affect). Following any such exchange, references in the Plan to Class B Shares or Class A Shares shall be deemed to refer to the shares or units issued in exchange therefor, references in the Plan to shares of Restricted Stock shall be deemed to refer to the shares or units issued in exchange therefor which, following any such exchange, shall remain subject to the restrictions and other terms of the Restricted Stock and references in the Plan to Putnam and the Articles of Organization of Putnam shall be deemed, respectively, to refer to the entity whose shares or units were issued in the exchange and the corresponding sections of the organizational documents of such entity. In addition, following any exchange and in accordance with Section 5(d), all options to purchase Class B Shares shall thereafter be options to purchase shares or units issued in exchange for the Class B Shares. Following any such exchange, the officers of Putnam are authorized and directed to take all appropriate actions to reflect the exchange and the share/unit ownership transfers and issuances effected thereby.

Section 9. Change in Control; Sale by MMC; Public Offering; Special Transaction

(a) Change in Control. In the event of a Change in Control of MMC or a Change in Control of Putnam, subject to such conditions as may be prescribed by the Committee in the Award Agreement or otherwise (including forfeiture of all or any portion of the amounts paid or payable pursuant to this Section 9(a) upon violation of the Participant's Non-Solicitation Agreement):

i) unless otherwise specified in the applicable Award Agreement, all outstanding Options and Restricted Stock shall become fully vested immediately prior to the consummation of either such Change in Control;

ii) all outstanding Options shall be cancelled as of the date of either such Change in Control in exchange for a cash payment by Putnam equal to the amount determined under clause (A) of the first sentence of Section 8(b)(ii) hereof;

iii) all Class B Shares shall be cancelled as of the date of either such Change in Control in exchange for a cash payment by Putnam equal to the amount determined under clause (B) of the first sentence of Section 8(b)(ii) hereof;

iv) subject to the succeeding provisions of this Section 9(a), each holder of an Option ("Optionee") and each holder of Class B Shares shall be entitled to receive from Putnam, with respect to each Option or Class B Share (as the case may be) then outstanding, an additional cash amount (the "Additional Payment") equal to (A) the product of (I) the number of Class B Shares subject to the Options cancelled hereunder (in the case of an Optionee) or the number of Class B Shares cancelled hereunder (in the case of a holder of Class B Shares) and (II) the excess, if any, of (1) the per share price payable in respect of Class A Shares in connection with a Change in Control of Putnam (or, in the event of a Change in Control of MMC, the "fully distributed trading value" of a Class B Share as of the date of such Change in Control, determined in accordance with Exhibit B hereof) over (2) in the case of a Class B Share so cancelled, the Fair Market Value of such Class B Share as of the date of the applicable Change in Control, and in the case of an Option so cancelled, the higher of the Fair Market Value of a Class B Share as of the date of the applicable Change in Control and the exercise price per Class B Share subject to such Option, plus or minus (B) any earnings or losses (as hereinafter described) on the amount determined under (A) above; and

Unless otherwise specified in the applicable Award Agreement, the rights of an Optionee or a holder of Class B Shares to the Additional Payment shall vest and be paid at the rate of 33.33% on each of the first three anniversaries of the applicable Change in Control if such Optionee or holder of Class B Shares remains continuously employed with Putnam or any of its Subsidiaries or affiliates and any nonvested amounts shall be forfeited upon the Optionee's or Class B Share holder's termination of employment for any reason; provided, however, that, in the event of a Special Termination or an involuntary termination without Cause (in either case, determined in the manner in effect immediately prior to the applicable Change in Control), the Optionee's or Class B Share holder's rights to the Additional Payment shall fully vest and be paid. Any Additional Payment forfeited by a Participant shall revert to Putnam. Upon occurrence of either such Change in Control, Putnam shall establish one or more grantor trusts and promptly contribute thereto the aggregate amount described in clause (iv)(A) above in respect of each Optionee and holder of Class B Shares. Such grantor trust shall permit each such Optionee and holder of Class B Shares to direct the investment of funds held for his benefit in the trust among the various Putnam funds and such other investments as may be designated by the Committee.

Notwithstanding the foregoing, if and to the extent specified in the applicable Award Agreement, (I) the provisions of Section 9(a)(i) shall not apply, (II) the provisions of Sections 9(a)(ii), 9(a)(iii) and 9(a)(iv) shall apply solely with respect to Options vested immediately prior to the Change in Control and/or Class B Shares, and (III) any unvested Options and/or shares of Restricted Stock shall be forfeited and revert to Putnam; provided, however, subject to the terms of the applicable Award Agreement, each holder of an Option or Restricted Stock not vested immediately prior to the consummation of such Change in Control shall be entitled to receive from Putnam (1) with respect to each such unvested Option then outstanding, a cash amount (the “Unvested Option Payment”) equal to the excess, if any, of (x) the per share price payable in respect of Class A Shares in connection with a Change in Control of Putnam (or, in the event of a Change in Control of MMC, the “Fully Distributed Trading Value” of a Class B Share as of the date of such Change in Control, determined in accordance with Exhibit B of the Plan) over (y) the exercise price per Class B

Share subject to such Option and (2) with respect to each such unvested share of Restricted Stock then outstanding, a cash amount (the “Unvested Share Payment”) equal to the per share price payable in respect of Class A Shares in connection with a Change in Control of Putnam (or, in the event of a Change in Control of MMC, the “Fully Distributed Trading Value” of a Class B Share as of the date of such Change in Control, determined in accordance with Exhibit B of the Plan).

(b) Public Offering. Upon a Public Offering, subject to such conditions as may be prescribed by the Committee in the Award Agreement or otherwise (including (x) Participant’s execution of a general release of all claims against Putnam (and any of its officers, directors of employees) in form and on terms satisfactory to Putnam, and/or (y) forfeiture of all or any portion of the amounts paid or payable pursuant to this Section 9(b) upon violation of the Participant's Non-Solicitation Agreement or any noncompetition agreement between Putnam and Participant):

i) in accordance with Section 4.2.6 of the Declaration of Trust of Putnam, each Class B Share and each share of Restricted Stock shall be converted into one Class A Share;

ii) all Restricted Stock shall remain subject to the same vesting schedule and other terms and conditions as were in effect immediately prior to such Public Offering. In addition, all Class A Shares issued pursuant to clause (i) above shall be subject to such customary transfer restrictions as shall be reasonably required by the managing underwriter of such Public Offering;

iii) each Option that is outstanding immediately prior to such Public Offering shall be converted into an Option for that number of Class A Shares equal to the number of Class B Shares subject to such Option, at an exercise price equal to the exercise price of such Option immediately prior to the Public Offering. With respect to any Option (or portion of an Option) that is vested immediately prior to the Public Offering, such Option (or such portion of an Option) shall be otherwise subject to the same terms and conditions to which such Option (or such portion of an Option) was subject immediately prior to the Public Offering. Unless otherwise specified in the applicable Award Agreement, with respect to any Option (or a portion of an Option) that is not vested immediately prior to the Public Offering, such Option (or such portion of an Option) shall vest with respect to 25% of shares subject thereto on each of the first, second, third and fourth anniversaries of the Public Offering and shall be otherwise subject to the same terms and conditions to which such Option (or such portion of an Option) was subject immediately prior to the Public Offering;

iv) holders of vested Class A Shares resulting from the conversion described herein shall be entitled to such registration rights as may be deemed appropriate by the Committee with the approval of the MMC Committee; provided however, nothing contained herein shall limit the rights of such holders to sell their vested Class A Shares pursuant to Rule 144 promulgated under the Securities Act; and

v) if a Public Offering occurs in connection with a Transaction, then, first, the applicable provisions of Section 9(c) will apply and then, with respect to any Class B Shares, Restricted Stock or Options held by the Participant following the application of such provisions, this Section 9(b) shall apply.

(c) Tag-Along Rights. If MMC determines to sell any of the Class A Shares owned by it to a

person or entity other than MMC, Putnam, a subsidiary of one of them, a trustee or other fiduciary holding securities of Putnam under an employee benefit plan maintained by MMC or Putnam, or by a subsidiary of one of them, or an employee, trustee or director of MMC or Putnam, in a transaction ("Transaction") that, if consummated, would not constitute a Change in Control of Putnam, a Public Offering or a Special Transaction, then, subject to such conditions as may be prescribed by the Committee in the Award Agreement or otherwise (including (x) Participant’s execution of a general release of all claims against Putnam (and any of its officers, directors or employees) in form and on terms satisfactory to Putnam, and/or (y) forfeiture of all or any portion of the amounts paid or payable pursuant to this Section 9(c) upon violation of the Participant's Non-Solicitation Agreement or any noncompetition agreement between Putnam and Participant), the Participant may give written notice (such notice to be given by a Participant within twenty-one (21) days of being advised of the Transaction) to the Committee of his desire:

i) to sell to Putnam in connection with the Transaction such percentage of the aggregate number of Class B Shares and shares of Restricted Stock held by the Participant at such time (rounded to the nearest whole share) as equals the percentage that the Class A Shares proposed to be sold by MMC in such Transaction bears to the total number of Class A Shares held by MMC immediately prior to the Transaction (the "MMC Percentage"), such sale to be effected at a price per share equal to the Fair Market Value of a Class B Share as of the date of the Transaction and otherwise on materially the same terms and conditions as are applicable to Class A Shares sold by MMC (with Class B Shares being sold prior to the sale of any shares of Restricted Stock and any shares of Restricted Stock so sold becoming fully vested and no longer subject to restrictions); and/or

ii) to cancel (as of the date of such Transaction) such percentage of each Option granted to such Participant that is outstanding immediately prior to such Transaction (rounded to the nearest whole share) as equals the MMC Percentage, such cancellation to be in exchange for a cash payment from Putnam equal to the product of (A) the number of shares then subject to such Option, (B) the MMC Percentage and (C) the excess, if any, of the Fair Market Value per Class B Share on the date of cancellation over the exercise price per Class B Share for such Option (and Putnam and MMC shall take all actions necessary to implement the Participant's elections upon consummation of the Transaction).

Subject to the provisions of the following sentence, (I) each holder of Class B Shares and shares of Restricted Stock who elects to sell the applicable percentage of such shares, as described in clause (i) above, shall be entitled to receive from Putnam an additional cash payment equal to (A) the number of Class B Shares and shares of Restricted Stock sold hereunder multiplied by (B) the excess, if any, of (i) the per share price payable in respect of Class A Shares in connection with such Transaction over (ii) the Fair Market Value of a Class B Share as of the date of such Transaction, and (II) each Optionee who elects to have a percentage of his Options cancelled, as described in clause (2) above, shall be entitled to receive from Putnam an additional cash payment with respect to each Class B Share subject to an Option or portion of an Option so cancelled, equal to the excess, if any, of (i) the per share price payable in respect of Class A Shares in connection with the Transaction over (ii) the higher of the Fair Market Value of a Class B Share as of the date of such cancellation and the exercise price per Class B Share subject to such Option or portion of an Option (the additional payments referred to in clause (I) or (II), as the case may be, plus or minus earnings and losses thereon, as hereinafter described, being referred to herein as the "Additional Tag-Along Payment"). The rights of an Optionee or a holder of Class B Shares (or shares of Restricted Stock) to the Additional Tag-Along Payment shall vest at the rate of 33.33% on each of the first three anniversaries of the Transaction if such Optionee or holder of Class B Shares (or shares of Restricted Stock) remains

continuously employed with Putnam or any of its Subsidiaries or affiliates and any nonvested amounts shall be forfeited upon the termination of employment of such Optionee or holder of Class B Shares (or shares of Restricted Stock) for any reason; provided, however, that in the event of a Special Termination or an involuntary termination without Cause (in either case, determined in the manner in effect immediately prior to the Transaction), the rights of such Optionee or holder of Class B Shares (or shares of Restricted Stock) to the Additional Tag-Along Payment shall become fully vested. Any Additional Tag-Along Payment forfeited by a Participant shall revert to Putnam. Upon occurrence of the Transaction, Putnam shall establish one or more grantor trusts and promptly contribute thereto an amount equal to the aggregate amount set forth in clauses (I) and (II) above. Such grantor trust shall permit each such Optionee and holder of Class B Shares (or shares of Restricted Stock) to direct the investment of funds held for his benefit in the trust among the various Putnam funds and such other investments as may be designated by the Committee. Notwithstanding anything to the contrary contained in this Section 9(c), any and all Class B Shares and shares of Restricted Stock that are not sold pursuant to this Section 9(c), and any and all Options that are not cancelled pursuant to this Section 9(c), shall remain outstanding in accordance with their respective terms and the terms of this Plan. If for any reason MMC does not consummate the proposed Transaction, the provisions of this Section 9(c) shall cease to apply with respect to such proposed Transaction, provided that such provisions shall again apply to any subsequently proposed Transaction.

(d) Special Transaction. In the event of a Special Transaction, subject to such conditions as may be prescribed by the Committee in the Award Agreement or otherwise (including (x) Participant’s execution of a general release of all claims against Putnam (and any of its officers, directors or employees) in form and on terms satisfactory to Putnam, and/or (y) forfeiture of all or any portion of the amounts paid or payable pursuant to this Section 9(d) upon violation of the Participant's Non-Solicitation Agreement or any noncompetition agreement between Participant and Putnam):

i) a percentage of the Class B Shares and a percentage of the shares of Restricted Stock held by each Participant that is equal to (i) the number of shares of common stock of Putnam issued to the public in connection with the Special Transaction (which number of shares shall be equitably adjusted, to the extent appropriate, by the Committee with the approval of the MMC Committee in the event that the shares of Putnam common stock issued to the public are not Class A Shares) divided by (ii) the total number of Class A Shares, Class B Shares, shares of Restricted Stock and Class B Shares subject to Options outstanding immediately prior to the Special Transaction (the "Publicly Traded Special Transaction Percentage") shall be converted into Class A Shares (rounded to the nearest whole share). Each share of Restricted Stock remaining shall be subject to the same vesting schedule and other terms and conditions as were in effect immediately prior to such conversion and each Class B Share remaining shall be subject to the same terms and conditions as were in effect immediately prior to such conversion;

ii) a percentage of each Option that is outstanding immediately prior to such Special Transaction equal to the Publicly Traded Special Transaction Percentage shall be converted into an option for the number of Class A Shares, rounded to the nearest whole share, equal to the number of the Class B Shares that was previously subject to such percentage of each such Option, at an exercise price equal to the exercise price of such Option immediately prior to the Special Transaction. With respect to any Option (or portion of an Option) that is vested immediately prior to the Special Transaction, such Option (or such portion of an Option) shall be otherwise subject to the same terms and conditions to which such Option (or such portion of an Option) was subject immediately prior to the Special Transaction. With respect to any Option (or a portion of an Option) that is not vested immediately prior to the Special Transaction, such Option (or such portion of an Option) shall vest with respect to 25% of the shares subject thereto on each of the first, second, third and fourth anniversaries of the Special Transaction and shall be otherwise subject to the same terms and conditions to which such Option (or such portion of an Option) was subject immediately prior to the Special Transaction; and

iii) holders of vested Class A Shares resulting from the conversion described herein shall be entitled to such registration rights as may be deemed appropriate by the Committee with the approval of the MMC Committee; provided, however, nothing contained herein shall limit the rights of such holders to sell their vested Class A Shares pursuant to Rule 144 promulgated under the Securities Act.

As soon as practicable following consummation of the Special Transaction, the Committee (or the Committee of the resulting entity) and the MMC Committee shall conduct a formal review of the Plan with a view toward adopting an amended, new or successor plan (the "New Plan"). Upon the adoption of such New Plan, no additional awards will be made under this Plan, but any awards previously granted pursuant to this Plan shall remain subject to the terms and conditions of this Plan. If, however, by the third anniversary of the Special Transaction, the Committee and the MMC Committee are unable to agree to the adoption of the New Plan, then

(1) each Class B Share and each share of Restricted Stock shall be converted into one (1) Class A Share;

(2) all Restricted Stock shall remain subject to the same vesting schedule and other terms and conditions as were in effect immediately prior to such third anniversary;

(3) each Option that is outstanding immediately prior to such third anniversary shall be converted into an Option for that number of Class A Shares equal to the number of Class B Shares subject to such Option, at an exercise price equal to the exercise price of such Option immediately prior to such third anniversary and otherwise subject to the same terms and conditions as such Option was subject to immediately prior to the Public Offering; and

(4) holders of vested Class A Shares resulting from the conversion described herein shall be entitled to such registration rights as may be deemed appropriate by the Committee with the approval of the MMC Committee; provided however, nothing contained herein shall limit the rights of such holders to sell their vested Class A Shares pursuant to Rule 144 promulgated under the Securities Act.

Section 10. Amendment, Modification, and Termination of the Plan

(a) Amendment, Modification and Termination. The MMC Committee at any time may terminate or suspend the Plan, and the Committee (with the approval of the MMC Committee) may from time to time amend or modify the Plan. No right of the MMC Committee under this Plan may be amended in absence of approval of the MMC Committee of such amendment. No amendment, modification, termination or suspension of the Plan shall in any manner materially adversely affect any award theretofore granted under the Plan; provided, however, that notwithstanding the above, the MMC Committee may amend, modify, terminate or suspend the Plan in any manner if such amendment, modification, termination or suspension is approved by holders of not less than 75% of the outstanding Class B Shares, shares of Restricted Stock and Class B Shares subject to Options (in each case, whether or not vested) who vote with respect to such amendment, modification, termination or suspension; provided further that the Committee (with the approval of the MMC Committee) may amend the Plan at any time without any such consent to the extent necessary to ensure compliance with tax, securities or any other applicable laws; and provided further that the MMC Committee, after consultation with the Committee, may amend the Plan and the terms of any outstanding shares of Restricted Stock, Class B Shares or Options, at any time and to the extent necessary,

in the opinion of MMC's independent public accountants, to insure (while maintaining, to the extent practical, the economic and other rights of the holders of Class B Shares, Restricted Stock and Options) that the Plan and the Class B Shares, Restricted Stock and Options continue to qualify for "fixed accounting" under United States generally accepted accounting principles.

(b) Term of Plan; Plan Review. The Plan shall be effective as of the Effective Date. The Plan shall continue in effect unless terminated in accordance with Section 10(a). The provisions of the Plan, however, shall continue thereafter to govern all outstanding Options, Restricted Stock and Class B Shares theretofore acquired by Participants pursuant to the Plan. During 2007, the Committee and the MMC Committee shall conduct a formal review of the Plan to determine its continued appropriateness.

Section 11. Miscellaneous Provisions

(a) Dividends. In accordance with Section 4.2.3 of the Declaration of Trust of Putnam, a Participant shall have the right to receive such dividends per share with respect to the Participant's Restricted Stock and Class B Shares as are declared from time to time per share with respect to Class A Shares, except that (i) Restricted Stock and Class B Shares issued prior to January 1, 1998, shall not be entitled to any dividends declared or paid on or prior to December 31, 1997, (ii) dividends payable with respect to Class A Shares in additional Class A Shares, shall be payable with respect to Class B Shares in additional Class B Shares, (iii) Putnam may pay dividends on Class A Shares without paying a dividend on the Class B Shares provided such dividend is approved by holders of not less than 75% of the outstanding Class B Shares and shares of Restricted Stock who vote with respect to such proposed dividend payment and (iv) Putnam may pay dividends on shares of Class A Common Stock payable in additional shares of Class A Common Stock without paying a dividend on the Class B Shares and Restricted Stock provided that the dividend, liquidation and conversion rights of the Class B Shares and Restricted Stock are equitably adjusted, including by amendment to the Plan pursuant to Section 10(a) hereof, if appropriate, so that the economic and other rights of the Class B Shares and Restricted Stock are not adversely affected. The foregoing notwithstanding, the Committee may provide for optional or mandatory deferral of any cash dividends with respect to Restricted Stock, provided that no additional shares of Restricted Stock become issuable. The Participant shall not have a right to receive dividends with respect to any Options.

(b) Beneficiary Designation. Each Participant under the Plan may from time to time name any beneficiary or beneficiaries (who may be named contingently or successively) by whom any right under the Plan is to be exercised in case of his death. Each designation will revoke all prior designations by the same Participant, shall be in a form reasonably prescribed by the Committee, and will be effective only when filed by the Participant in writing with the Committee during his lifetime.

(c) No Guarantee of Employment or Participation. Nothing in the Plan or the Award Agreement shall interfere with or limit in any way the right of Putnam, MMC or any Subsidiary to terminate any Participant's employment at any time, or confer upon any Participant any right to continue in the employ of Putnam, MMC or any Subsidiary. No Employee shall have a right to be selected as a Participant or, having been so selected, to receive or purchase any Options or Restricted Stock.

(d) Tax Withholding. Putnam or the Subsidiary employing a Participant shall have the power to withhold, or to require such Participant to remit to Putnam or such Subsidiary, subject to such other arrangements as the Committee may make, an amount sufficient to satisfy all federal, state, local and foreign withholding tax requirements in respect of any Option or Restricted Stock granted or sold under the Plan.

(e) Indemnification. Each person who is or shall have been a member of the Committee or of the Board or of the MMC Committee shall be indemnified and held harmless by Putnam to the fullest extent

permitted by law from and against any and all losses, costs, liabilities and expenses (including any related attorneys' fees and advances thereof) in connection with, based upon or arising or resulting from any claim, action, suit or proceeding to which he may be made a party or in which he may be involved by reason of any action taken or failure to act under the Plan and from and against any and all amounts paid by him in settlement thereof, with Putnam's approval, or paid by him or her in satisfaction of any judgment in any such action, suit or proceeding against him or her, provided that he or she shall give Putnam an opportunity, at its own expense, to defend the same before he or she undertakes to defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive and shall be independent of any other rights of indemnification to which such persons may be entitled under Putnam's Declaration of Trust or By-laws, by contract, as a matter of law or otherwise.

(f) No Limitation on Compensation. Nothing in the Plan shall be construed to limit the right of Putnam, MMC or any Subsidiary to establish other plans or to pay compensation to its employees, in cash or property, in a manner that is not expressly authorized under the Plan.

(g) Securities Laws Compliance. The granting of Options, the granting or sale of Restricted Stock and the issuance of Class B Shares shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. No Options shall be granted under the Plan, and no Class B Shares or Restricted Stock shall be issued under the Plan, if such grant, sale or issuance would result in a violation of applicable law, including the federal securities laws and any applicable state securities laws.

(h) Voting Rights. Except as otherwise required by law or by this Plan, no Participant holding any Options granted under the Plan shall have any right, in respect of such Options, to vote on any matter submitted to Putnam's stockholders. Except as otherwise required by law or provided below, no Participant holding any Restricted Stock granted or sold under the Plan or any Class B Shares acquired pursuant to the Plan shall have any right, with respect to such Restricted Stock or Class B Shares, to vote on any matter submitted to Putnam's stockholders. Notwithstanding the above, at such time as requested by the MMC Committee, the Board shall take all steps as may be necessary to amend the Declaration of Trust so that each Class B Share shall be entitled to one-tenth of one vote per share (or such other voting rights as may be determined by the MMC Committee) and to vote together with the Class A Shares on all matters on which shareholders are generally entitled to vote. In approving any such amendments to the Declaration of Trust, only the holders of Class A Shares shall be entitled to vote, except to the extent holders of Class B Shares have been granted voting rights prior thereto.

(i) Certain Accounting Considerations. The Options and Restricted Stock granted or sold pursuant to the Plan are intended to be subject to "fixed accounting" under the United States Generally Accepted Accounting Principles and shall be so interpreted to the extent such interpretation is consistent with the purpose of the provisions being so interpreted.

(j) Governing Law. The Plan, and all agreements thereunder, shall be construed in accordance with and governed by the laws of the Commonwealth of Massachusetts.

(k) Limitation of Liability. To the extent that Putnam is a business trust, the shareholders, trustees, officers, employees or agents of the trust, in their capacity as such, shall not be personally liable for any claims arising against the business trust related to the business trust’s obligations or duties under the Plan and all Participants and other parties to the Plan shall look solely to the Trust Estate (as such term is defined in the Declaration of Trust for the trust) for the payment of any claim arising against the business trust related to the business trust’s obligations or duties under the Plan or for the performance of any obligations of the business trust under the Plan. Notwithstanding the foregoing, Participants and other parties to the

Plan shall remain liable for any claims related to their individual obligations, duties and performance imposed by the Plan.

(l) Section 409A. Notwithstanding anything herein to the contrary, this Plan and any Award Agreement hereunder shall be interpreted or if necessary amended, in order to comply with Section 409A of the Internal Revenue Code of 1986, as amended, to the extent subject thereto.

EXHIBIT A

RESTRICTED STOCK AND OPTION AWARD AGREEMENT

This Restricted Stock and Option Award Agreement (the "Award Agreement") is executed and delivered as of the Grant Date by and between Putnam Investments Trust ("Putnam") and the undersigned Participant (“Participant”). The Participant and Putnam hereby agree as follows:

Options, which notice shall be substantially in the form attached to the Plan as Exhibit D, shall be in writing and shall be deemed duly given only upon receipt thereof by Putnam, c/o the Committee, at its principal office. Any notice by Putnam to the Participant shall be in writing and shall be deemed duly given if mailed to the Participant at the address last specified to Putnam by the Participant.

between the Participant and Putnam and its representatives and not through public solicitation or advertising.

* * *

This Award Agreement is made under and subject to the provisions of the Plan referred to herein, the provisions of which Plan are incorporated in this Award Agreement by reference. By signing this Award Agreement, the Participant accepts and agrees to comply with and be bound by all of the foregoing terms and provisions and all of the terms and provisions of the Plan, and confirms that he or she has received the Confidential Memorandum dated March 15, 2005, relating to the Plan, as supplemented through the date of this Award Agreement.

IN WITNESS WHEREOF, Putnam has caused this Award Agreement to be executed by a duly authorized representative and the Participant has hereunto set his hand as of the Grant Date.

PUTNAM INVESTMENTS TRUST:

By:_________________________________________

____________________________________________

Participant

RESTRICTED STOCK AND OPTION AWARD CERTIFICATE

* Vesting is subject to continuous employment as described in the Plan and the Confidential Memorandum dated March 15, 2005, as supplemented through the date of this Award Agreement. In the event of a Public Offering, any Options (or portions of such Options) which are unvested as of the date immediately prior to such Public Offering shall vest with respect to 25% of the shares subject thereto on each of the first, second, third and fourth anniversary of any such Public Offering.

EXHIBIT B

Valuation Methodology

to Determine the

Fair Market Value

of Class B Stock

The methodology for determining the Fair Market Value of a Class B Share ("FMV") as of a particular date (the "Valuation Date") shall be as follows (any capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan):

1. FMV = the fully distributed trading value of a Class B Share as of the Valuation Date (the "FDTV"), adjusted for the Discount.

2. Discount = a 30% discount representing the illiquidity and restrictions on transfers of the Class B Shares.

3. FDTV =

4. Putnam Earnings = the consolidated after-tax earnings per share on a fully diluted basis of Putnam over the twelve (12) months ending on the last business day of Putnam's fiscal quarter ending immediately prior to the Valuation Date, as reported in the Putnam consolidated financial statements, with such statements as of the end of any fiscal year to be as audited by Deloitte & Touche LLP or other such accounting firm used by MMC, and such statements as of the end of a period other than a fiscal year to be unaudited, all such statements to be prepared in accordance with United States generally accepted accounting principles on a consistent basis. For purposes of

this methodology, Putnam earnings will exclude (i) any discontinued operations and/or extraordinary items, as defined under United States generally accepted accounting principles, (ii)

overhead expenses (net of applicable tax effect) incurred by MMC (as described in Section 6.2 of the Intercompany Agreement by and between MMC and Putnam dated as of September 30, 1997) and (iii) any material nonrecurring items (excluding, however, any such items arising pursuant to the Plan, except for Sections 8(b)(ii) and 9 thereof) as determined by the Committee (with the approval of MMC), in each instance that are included in such consolidated financial statements. For purposes of clause (iii) of this Section 4, for any individual charge or credit to be eligible to be determined material by MMC, the net of the aggregate charges and credits under said clause (iii) must exceed 3% of Putnam's pretax earnings for such twelve (12) month period.

5. Asset Manager Basket = group of asset management companies (listed on Exhibit F) that have common stock or American Depositary Receipts (“ADR”) trading on a major United States stock exchange, and a large enough presence in the asset management industry to warrant inclusion in the Asset Manager Basket, as determined by the Committee. The Committee, with the approval of the MMC Committee, shall have the authority to add or delete asset management companies from the Asset Manager Basket to reflect privatizations, mergers, acquisitions, dispositions or new listings, or any other events that the Committee deems relevant.

6. Asset Manager Basket Median P/E = the median P/E of all the individual Asset Manager Basket Company P/Es. The P/E of an individual Asset Manager Basket Company equals that Asset Manager Basket Company’s Price divided by that Asset Manager Basket Company’s Earnings ("Basket Company Price" and "Basket Company Earnings" each as defined below) of each of the asset management companies in the Asset Manager Basket.

(a) Basket Company Price = the closing price per share of common stock or ADR of an asset management company included in the Asset Manager Basket as of the last business day of Putnam's fiscal quarter ending immediately prior to the Valuation Date

(b) Basket Company Earnings = the diluted earnings per share of an asset management company included in the Asset Manager Basket for the twelve (12) months ending on the last business day of Putnam's fiscal quarter ending immediately prior to the Valuation Date (or, if such information is not then available for such twelve-month period, over the most recent twelve-month period for which information is then available, as determined by the Committee with approval of MMC). The fully diluted earnings per share shall exclude the results of discontinued operations and extraordinary items as defined under United States generally accepted accounting principles with respect to companies based in the United States. With respect to companies based outside the United States (i) earnings shall exclude the results of discontinued operations and extraordinary items as defined under United States generally accepted accounting principles if such company provides a reconciliation of its financial statements to United States generally accepted accounting principles or (ii) if no such reconciliation is provided, then (x) discontinued operations and extraordinary items as reported in the non-United States financial statements shall be excluded, (y) any individual exceptional item in such non-United States financial statements representing less than 3% of pre-tax earnings shall be excluded and (Z) any individual exceptional item in such non-United States financial statements representing 3% or more of pre-tax earnings may be excluded if the Committee and the MMC Committee agree.

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EXHIBIT C

Guidelines for Independent Valuation

The Fair Market Value shall equal the fully distributed trading value ("FDTV"), adjusted for the Discount. The FDTV of 100% of Putnam shall be determined on the basis of Putnam's then prevailing business, assets, financial condition and results of operations, based on the assumptions that (i) Putnam is a going concern with long-term stable management, (ii) Putnam's cost structure is generally consistent with that of a stand-alone business, (iii) the common stock of Putnam is fully distributed and traded in a public securities market without any premium for a change-in-control and (iv) all Options to purchase Class B Shares, which exercise price is less than or equal to the value of the Class B Shares to be obtained upon exercise thereof have been exercised and all amounts payable upon the exercise of such Options have been paid in full and in cash.

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EXHIBIT D

FORM OF NOTICE OF EXERCISE

In accordance with the terms and conditions of the Putnam Investments Trust Equity Partnership Plan (the “Plan”) and the Restricted Stock and Option Award Agreement (the “Agreement”) between Putnam Investments Trust (“Putnam”) and the undersigned dated ___________, the undersigned hereby elects to exercise the Option granted under such Agreement in the manner indicated below.

Payment is made by submitting:

at least six months (following the

date of vesting or the date of exercise,

as the case may be), as follows:

I understand and agree that the Class B Shares received pursuant to this exercise are subject to all the terms and conditions of the Plan, the Agreement and the Declaration of Trust of Putnam, and are subject to forfeiture also in the event of a violation of the Non-Solicitation Agreement by and between Putnam and me. I understand that I will not, by virtue of having exercised this Option, be receiving certificates representing the Class B Shares purchased hereunder, but that, as soon as practicable following receipt of this notice and the payment of the total exercise price hereunder, a “book entry” shall be made in the records of Putnam to evidence this exercise.

I acknowledge that I have received and reviewed a copy of the Confidential Memorandum dated March 15, 2005.

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dividual net worth, or joint net worth with my spouse, at the time of the grant of the Option and the exercise of the Option which exceeds $1,000,000.

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EXHIBIT E

Example of Calculated FDTV

Prior Quarter-end

Current Quarter-end

**Calculated Value FMV (70% of FDTV):                                  $45.60

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EXHIBIT F

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