ARTICLES OF INCORPORATION<\/u><\/p>\n
\n<\/p>\n
\n
OF<\/u><\/p>\n
\n<\/p>\n
\n
LEGG MASON, INC.<\/u><\/p>\n
\n<\/p>\n
\n<\/p>\n
\n
THIS IS TO CERTIFY THAT:<\/p>\n<\/p>\n<\/p>\n
FIRST<\/u>:<\/p>\n<\/p>\n
The undersigned, Charles A. Bacigalupo, whose post office address is 7 East
\nRedwood Street, Baltimore, Maryland 21203, being over eighteen (18) years of
\nage, acting as incorporator, does hereby form a corporation, under and by virtue
\nof the Maryland General Corporation Law.<\/p>\n<\/p>\n<\/p>\n
SECOND<\/u>:<\/p>\n<\/p>\n
The name of the corporation (which is hereinafter called the “Corporation”)
\nis:<\/p>\n<\/p>\n<\/p>\n
LEGG MASON, INC.<\/p>\n<\/p>\n<\/p>\n
THIRD<\/u>:<\/p>\n<\/p>\n
The purposes for which the Corporation is formed are to engage in any part of
\nthe world in any capacity in any lawful act or activity for which corporations
\nmay be organized under the Maryland General Corporation Law and to enjoy all
\npowers, rights and privileges which a corporation organized under the Maryland
\nGeneral Corporation Law may have under the laws of the State of Maryland as in
\nforce from time to time, including without limitation all powers, rights and
\nprivileges necessary or convenient in carrying out all those acts and activities
\nin which it may lawfully engage.<\/p>\n<\/p>\n<\/p>\n
FOURTH<\/u>:<\/p>\n<\/p>\n
The address of the principal office of the Corporation in this State is 7
\nEast Redwood Street, Baltimore, Maryland 21203. The name and address of the
\nresident agent of the Corporation in this State is: Charles A. Bacigalupo, 7
\nEast Redwood Street, Baltimore, Maryland 21203, an individual residing in
\nMaryland.<\/p>\n<\/p>\n<\/p>\n
FIFTH<\/u>:<\/p>\n<\/p>\n
The aggregate par value of all shares which the Corporation is authorized to
\nissue is $10,300,000 represented by 1,000,000 shares of Preferred Stock of the
\nvalue of $10 per share; and 3,000,000 shares of Common Stock of the par value of
\n$.10 per share.<\/p>\n<\/p>\n<\/p>\n
A statement of the preferences, privileges and restrictions granted to or
\nimposed upon the shares of the stock of the Corporation or the holders thereof
\nis as follows:<\/p>\n<\/p>\n<\/p>\n
<\/p>\n<\/p>\n
1.<\/p>\n<\/p>\n
Common Stock<\/u>.<\/p>\n<\/p>\n<\/p>\n
The powers, rights, qualifications, limitations or restrictions thereof of
\nthe Common Stock shall be as follows:<\/p>\n<\/p>\n<\/p>\n
(a) Dividends on Common Stock<\/u>. The holders of the outstanding Common
\nStock shall be entitled as a class, share for share, to receive, when and as
\ndeclared by the Board of Directors, dividends payable in cash, in property or in
\nshares of Preferred or Common Stock of the Corporation.<\/p>\n<\/p>\n<\/p>\n
(b) Liquidation<\/u>. In the event of any dissolution, liquidation or
\nwinding up of the Corporation, the holders of the Common Stock shall be entitled
\nas a class, share for share, after due payment or provision for payment of the
\ndebts and other liabilities of the Corporation and the payment of the full
\npreferential amounts to which the holders of its Preferred Stock are entitled,
\nto share ratably in the remaining net assets of the Corporation. A consolidation
\nor merger of the Corporation shall not be deemed to be a liquidation,
\ndissolution or winding up within the meaning of this Article.<\/p>\n<\/p>\n<\/p>\n
(c) Redemption of Common Stock by the Corporation<\/u>. The Common Stock
\nmay be redeemed in whole or in part at the option of the Board of Directors, at
\nany time or from time to time, at a price equal to its consolidated book value
\ndetermined as of the last day of the month in which the Corporation gives notice
\nof such redemption (“Valuation Date”), determined in accordance with generally
\naccepted accounting principles in the following manner (the “Book Value”):<\/p>\n<\/p>\n<\/p>\n
(i) No allowance of any kind shall be made for the Corporation153s good will or
\nany similar intangible asset.<\/p>\n<\/p>\n<\/p>\n
(ii) All accounts payable shall be taken at the face amount less discounts
\ndeductible therefrom and all accounts receivable shall be taken at the face
\namount thereof less a reasonable reserve for bad debts.<\/p>\n<\/p>\n<\/p>\n
(iii) All unpaid and accrued taxes shall be deducted as liabilities.<\/p>\n<\/p>\n<\/p>\n
(iv) Every membership on a national securities exchange held for the benefit
\nof the Corporation or a subsidiary of the Corporation shall be taken at its fair
\nvalue, which shall be the price contracted for at the last<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n
2<\/p>\n
\n<\/p>\n
sale of a comparable membership on the Valuation Date, or if there is no sale
\ncontracted for on that date, the value shall be the mean between the bid and
\nasked prices on that date. If there is no quotation on the Valuation Date, then
\nthe value shall be determined by the quotation (either of a sale or on a bid and
\nasked basis) which occurred before and closest in point of time to the Valuation
\nDate.<\/p>\n<\/p>\n<\/p>\n
(v) All securities owned by the Corporation shall be taken at their fair
\nmarket value. The word “securities” as used in this Article FIFTH includes any
\ninstrument defined as a “security” by the Securities Act of 1933.<\/p>\n<\/p>\n<\/p>\n
(vi) All other assets and liabilities shall be taken as shown on the
\nCorporation153s books.<\/p>\n<\/p>\n<\/p>\n
(vii) The excess of the proceeds over the cash surrender value of any policy
\nof insurance on the life of an employee or stockholder, or former employee or
\nstockholder, received by the Corporation or a subsidiary because of the death of
\nthe insured within six (6) months of the Valuation Date shall be excluded.<\/p>\n<\/p>\n<\/p>\n
Not less than thirty (30) nor more than fifty (50) days prior to the date
\nfixed for redemption, the Corporation shall give notice by mail, postage
\nprepaid, to any holders of record of Common Stock to be redeemed, such notice to
\nbe addressed to each such stockholder at his post office address as shown on the
\nstock transfer books of the Corporation.<\/p>\n<\/p>\n<\/p>\n
The amount of the Common Stock to be redeemed at the option of the Board of
\nDirectors must be approved by a two-thirds (2\/3) vote of the entire Board of
\nDirectors but need not be ratable or proportionate among the holders of the
\nCommon Stock.<\/p>\n<\/p>\n<\/p>\n
On or after the date fixed for redemption as stated in such notice, each
\nholder of Common Stock called for redemption shall surrender his certificate
\nevidencing such shares to the Corporation at the place designated in such notice
\nand shall thereupon be entitled to receive payment of the redemption price in
\ncash. In case less than all of the shares represented by any such surrendered
\ncertificate are redeemed, a new certificate shall be issued representing the
\nunredeemed shares. If such notice of redemption shall have been duly given, and
\nif on the date fixed for redemption funds necessary for the redemption shall be
\navailable therefor, then notwithstanding that the certificate evidencing any
\nshares of Common Stock so called for redemption shall not<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n
3<\/p>\n
\n<\/p>\n
<\/p>\n<\/p>\n
have been surrendered, all rights with respect to such shares shall forthwith
\nafter such date cease and terminate, except only the right of the holders,
\nsubject to applicable law, to receive the redemption price without interest upon
\nsurrender of the certificate therefor.<\/p>\n<\/p>\n<\/p>\n
(d)<\/p>\n<\/p>\n
Voting<\/u>. The holders of Common Stock shall be entitled to notice of all
\nmeetings of stockholders, shall have one vote per share and shall have exclusive
\nvoting rights on all questions requiring a vote of stockholders, except as may
\nbe provided in articles supplementary or as required by law.<\/p>\n<\/p>\n<\/p>\n
(e)<\/p>\n<\/p>\n
Reservation of Rights to Common Stock<\/u>. Except for and subject to those
\nrights expressly granted to the holders of the Preferred Stock, or except as may
\nbe provided by law, the holders of Common Stock shall have all other rights of
\nstockholders, including, but not by way of limitation: (1) voting power for all
\npurposes and the right to all notices of meetings or of other corporate actions,
\n(2) the right to receive dividends when and as declared by the Board of
\nDirectors out of assets legally available therefor, and (3) in the event of any
\ndissolution of, or distribution of assets of, the Corporation, the right to
\nreceive all of the assets of the Corporation remaining after payment to the
\nholders of Preferred Stock of the specific amounts, if any, which they are
\nentitled to receive.<\/p>\n<\/p>\n<\/p>\n
2.<\/p>\n<\/p>\n
Preferred Stock<\/u>.<\/p>\n<\/p>\n<\/p>\n
The designations and the powers, preferences and rights, and the
\nqualifications, limitations or restrictions thereof, of the Preferred Stock
\nshall be as follows:<\/p>\n<\/p>\n<\/p>\n
(a)<\/p>\n<\/p>\n
Issuance in Series<\/u>. The Board of Directors is expressly authorized at
\nany time, and from time to time, in addition to and not in derogation of the
\nrights granted to the Board of Directors in paragraph 3 of Article SEVENTH, to
\nprovide for the issuance of shares of Preferred Stock in one or more series,
\nwith such voting powers, full or limited, or without voting powers, and with
\nsuch designations, preferences and relative, participating, optional or other
\nspecial rights, and qualifications, limitations or restrictions thereof, as
\nshall be stated and expressed in the resolution or resolutions providing for the
\nissue thereof adopted by the Board of Directors and set forth in articles
\nsupplementary filed for record with the State Department of Assessments and
\nTaxation, and as are not contrary to those stated and expressed in these
\narticles of incorporation, or any amendment thereto, including (but without
\nlimiting the generality of the foregoing) the following:<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n
4<\/p>\n
\n<\/p>\n
<\/p>\n<\/p>\n
(i) The designation of and number of shares constituting such series;<\/p>\n<\/p>\n<\/p>\n
(ii) The dividend rate of such series, the conditions and dates upon which
\nsuch dividends shall be payable, the preference or relation which such dividends
\nshall bear to the dividends payable on any other class or classes or of any
\nother series of capital stock, and whether such dividends shall be cumulative or
\nnoncumulative;<\/p>\n<\/p>\n<\/p>\n
(iii) Whether the shares of such series shall be subject to redemption by the
\nCorporation, and, if made subject to such redemption, the times, prices and
\nother terms and conditions of such redemption;<\/p>\n<\/p>\n<\/p>\n
(iv) The terms and amount of any sinking fund provided for the purchase or
\nredemption of the shares of such series;<\/p>\n<\/p>\n<\/p>\n
(v) Whether or not the shares of such series shall be convertible into or
\nexchangeable for shares of any other class or classes or of any other series of
\nany class or classes of capital stock of the Corporation, and, if provision be
\nmade for conversion or exchange, the times, prices, rates, adjustments, and
\nother terms and conditions of such conversion or exchange;<\/p>\n<\/p>\n<\/p>\n
(vi) The extent, if any, to which the holders of the shares of such series
\nshall be entitled to vote as a class or otherwise with respect to the election
\nof the directors or otherwise;<\/p>\n<\/p>\n<\/p>\n
(vii) The restrictions, if any, on the issue or reissue of any additional
\nPreferred Stock; and<\/p>\n<\/p>\n<\/p>\n
(viii) The rights of the holders of the shares of such series upon the
\ndissolution of, or upon the distribution of assets of, the Corporation.<\/p>\n<\/p>\n<\/p>\n
(b)<\/p>\n<\/p>\n
Voting Rights<\/u>. Except as otherwise required by law and except for such
\nvoting powers with respect to the election of directors or other matters as may
\nbe stated in the resolutions of the Board of Directors creating any series of
\nPreferred Stock, the holders of any such series shall have no voting power
\nwhatsoever.<\/p>\n<\/p>\n<\/p>\n
3.<\/p>\n<\/p>\n
No Pre-emptive Rights<\/u>.<\/p>\n<\/p>\n<\/p>\n
No holder of shares of Stock of the Corporation of any class shall be
\nentitled as such, as a matter of right, to subscribe for or purchase any part of
\nany new or additional issue of stock, or securities convertible into stock, of
\nany<\/p>\n<\/p>\n<\/p>\n
\n
5<\/p>\n
\n<\/p>\n
class whatsoever, whether now or hereafter authorized, and whether issued for
\ncash, property, services or otherwise.<\/p>\n<\/p>\n<\/p>\n
SIXTH<\/u>:<\/p>\n<\/p>\n
The number of directors of the Corporation shall be twelve which number may
\nbe increased or decreased pursuant to the bylaws of the Corporation, but shall
\nnever be less than six. The names of the directors who shall serve until the
\nfirst annual meeting of Stockholders and until their successors are duly elected
\nand qualify are:<\/p>\n<\/p>\n<\/p>\n
Raymond A. Mason<\/p>\n<\/p>\n
James W. Brinkley<\/p>\n<\/p>\n
Edmund J. Cashman, Jr.<\/p>\n<\/p>\n
Charles A. Bacigalupo<\/p>\n<\/p>\n
Philip O. Rogers<\/p>\n<\/p>\n
William C. Cicatelli<\/p>\n<\/p>\n
Calvert H. Crary<\/p>\n<\/p>\n
Harry M. Ford, Jr.<\/p>\n<\/p>\n
Kenneth S. Battye<\/p>\n<\/p>\n
Allan H. McAlpin, Jr.<\/p>\n<\/p>\n
Joseph W. Sener, Jr.<\/p>\n<\/p>\n
Charles T. Williams, Jr.<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n
SEVENTH<\/u>:<\/p>\n<\/p>\n
In carrying on its business or for the purpose of attaining or furthering any
\nof its objects the Corporation shall nave all of the rights, powers and
\nprivi -leges granted to corporations by the laws of the State of Maryland and the
\npower to do any and all acts and things which a natural person or partnership
\ncould do and which may now or hereafter be authorized by law, either alone or in
\npartnership or conjunction with others. In furtherance and not in limitation of
\nthe powers conferred by law, the powers of the Corporation and of the Directors
\nand Stockholders shall including the following:<\/p>\n<\/p>\n<\/p>\n
1.<\/p>\n<\/p>\n
Consideration for Shares<\/u>.<\/p>\n<\/p>\n<\/p>\n
The Board of Directors of the Corporation is hereby empowered to authorize
\nthe issuance of the shares of its stock of any class, whether now or hereafter
\nauthorized, or securities convertible into shares of its stock of any class or
\nclasses, whether now or hereafter authorized, for such consideration as said
\nBoard of Directors may deem advisable, irrespective of the value or amount of
\nsuch consideration, subject to such restrictions or limitations, if any, as may
\nbe set forth in the bylaws and these articles of incorporation, or any amendment
\nthereto or articles supplementary, of the Corporation.<\/p>\n<\/p>\n<\/p>\n
2.<\/p>\n<\/p>\n
Reserved Right of Amendment<\/u>.<\/p>\n<\/p>\n<\/p>\n
The Corporation reserves the right from time to time to make any amendments
\nof its Charter, now or hereafter authorized by law, including any amendment
\nwhich alters the contract rights, as expressly set forth in its Charter, of any
\noutstanding stock but no such amendment may change the terms of any class or
\nseries of any class of the outstanding stock unless such change of terms shall
\nhave been authorized by the holders of not less than two-thirds of all shares of
\nsuch class or series of such class at the time outstanding.<\/p>\n<\/p>\n<\/p>\n
6<\/p>\n
\n<\/p>\n
3.<\/p>\n<\/p>\n
Classification and Reclassification of Unissued<\/u><\/p>\n<\/p>\n
Shares<\/u>.<\/p>\n<\/p>\n<\/p>\n
The Board of Directors may without shareholders= authorization, from time to
\ntime, classify or reclassify any unissued shares of stock by setting or changing
\nthe preferences, conversion or other rights, voting powers, restrictions,
\nlimitation as to dividends, qualifications, or terms or conditions of redemption
\nprovided that before issuing shares of such stock the Corporation shall file
\narticles supplementary for record with the State Department of Assessments and
\nTaxation.<\/p>\n<\/p>\n<\/p>\n
4.<\/p>\n<\/p>\n
Indemnification<\/u>.<\/p>\n<\/p>\n<\/p>\n
(a)<\/p>\n<\/p>\n
Proceeding not by or on behalf of Corporation<\/u>. The Corporation shall
\nindemnify any individual who is a present or former director or officer, and
\nsolely in the discretion of the Board of Directors may indemnify any agent or
\nemployee of the Corporation or any individual who serves or has served another
\ncorporation, partnership, joint venture, trust or any other enterprise in one of
\nthese capacities at the request of the Corporation (“Corporate Representative”)
\nand who by his position was, is or is threatened to be made a party to any
\nthreatened, pending or completed action, suit or proceeding, whether civil,
\ncriminal, administrative or investigative (“Proceeding”) not brought by or on
\nbehalf of the Corporation to the full extent permitted under the Maryland
\nGeneral Corporation Law, as amended from time to time.<\/p>\n<\/p>\n<\/p>\n
(b)<\/p>\n<\/p>\n
Proceeding by or on behalf of Corporation<\/u>. The Corporation shall
\nindemnify any present or former director or officer of the Corporation and
\nsolely in the discretion of the Board of Directors may indemnify any other
\nCorporate Representative who by reason of his position was, is or is threatened
\nto be made a party to any Proceeding brought by or on behalf of the Corporation
\nto the full extent permitted under the Maryland General Corporation Law, as
\namended from time to time.<\/p>\n<\/p>\n<\/p>\n
EIGHTH<\/u>:<\/p>\n<\/p>\n
The headings of various paragraphs in these Articles are intended for
\nconvenience of reference and are not to be construed as part of the text.<\/p>\n<\/p>\n<\/p>\n
IN WITNESS WHEREOF, I have signed these Articles of Incorporation on this
\n13th day of January, 1981.<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n
\/s\/ Charles A. Bacigalupo <\/u><\/p>\n<\/p>\n
Charles A. Bacigalupo<\/p>\n<\/p>\n<\/p>\n<\/p>\n
7<\/p>\n
\n<\/p>\n<\/p>\n<\/p>\n
LEGG MASON, INC.<\/u><\/p>\n
\n
ARTICLES OF AMENDMENT<\/u><\/p>\n
\n<\/p>\n
THIS IS TO CERTIFY THAT:<\/p>\n<\/p>\n<\/p>\n
FIRST<\/u>:<\/p>\n<\/p>\n
The Articles of Incorporation of Legg Mason, Inc., a Maryland corporation
\n(the “Corporation”), are hereby revised by amending Articles FIFTH, SIXTH and
\nSEVENTH as follows:<\/p>\n<\/p>\n<\/p>\n
1.<\/p>\n<\/p>\n
The first paragraph of Article FIFTH is amended to read as follows:<\/p>\n<\/p>\n<\/p>\n
“FIFTH<\/u>:<\/p>\n<\/p>\n
The aggregate par value of all shares which the Corporation is authorized to
\nissue is $41,200,000, represented by 4,000,000 shares of Preferred Stock of the
\npar value of $10 per share and 12,000,000 shares of Common Stock of the par
\nvalue of $.10 per share.”<\/p>\n<\/p>\n<\/p>\n
2.<\/p>\n<\/p>\n
The first sentence of Article SIXTH is amended to read as follows:<\/p>\n<\/p>\n<\/p>\n
“SIXTH:<\/p>\n<\/p>\n
The number of directors of the Corporation shall be not less than six nor
\nmore than twenty, the exact number to be fixed from time to time pursuant to the
\nbylaws of the Corporation.”<\/p>\n<\/p>\n<\/p>\n
3.<\/p>\n<\/p>\n
The following paragraph is added to Article SIXTH:<\/p>\n<\/p>\n<\/p>\n
“The following additional provisions shall be applicable to the Board of
\nDirectors:<\/p>\n<\/p>\n<\/p>\n
1.<\/p>\n<\/p>\n
Classification of Directors<\/u>. Beginning with the Board of Directors to
\nbe elected at the annual meeting of stockholders held in 1983, directors shall
\nbe classified with respect to the time for which they shall severally hold
\noffice by dividing them into three classes, as nearly equal in number as
\npossible. At such meeting, separate elections shall be held for the directors of
\neach class, those of the first class to be elected for a term of one year, those
\nof the second class to be elected for a term of two years, and those of the
\nthird class to be elected for a term of three years. At each succeeding annual
\nmeeting of stockholders, the successors to the class of directors whose terms
\nshall<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n
expire that year shall be elected to hold office for a term of three years,
\nso that the term of office of one class of directors shall expire in each year.\n<\/p>\n<\/p>\n<\/p>\n
2.<\/p>\n<\/p>\n
Removal of Directors<\/u>. Any director, any class of directors, or the
\nentire Board of Directors, may be removed from office by stockholder vote at any
\ntime, with or without assigning any cause, but only if stockholders entitled to
\ncast at least seventy percent (70%) of the votes which all stockholders would be
\nentitled to cast at an annual election of directors of such class or classes of
\ndirectors shall vote in favor of such removal.”<\/p>\n<\/p>\n<\/p>\n
4.<\/p>\n<\/p>\n
Paragraph 4 of Article SEVENTH is amended to read as follows:<\/p>\n<\/p>\n<\/p>\n
“4.<\/p>\n<\/p>\n
Limit on Indemnification<\/u>. Notwithstanding any contrary provision of
\nlaw, unless the bylaws otherwise provide, no indemnification shall be provided
\nfor any officer, director, employee or agent of any predecessor of the
\nCorporation.”<\/p>\n<\/p>\n<\/p>\n
SECOND<\/u>:<\/p>\n<\/p>\n
The amendments to the Articles of Incorporation of the Corporation as
\nhereinabove set forth have been duly advised by the Board of Directors and
\napproved by the Stockholders of the Corporation as required by law.<\/p>\n<\/p>\n<\/p>\n
THIRD<\/u>:<\/p>\n<\/p>\n
The total number of shares of all classes of stock which the Corporation had
\nauthority to issue immediately prior to this amendment was 4,000,000 shares
\nconsisting of 3,000,000 shares of Common Stock, $.10 par value, and 1,000,000
\nshares of Preferred Stock, $10 par value. The aggregate par value of all shares
\nof all classes having a par value was Ten Million, Three Hundred Thousand
\nDollars ($10,300,000).<\/p>\n<\/p>\n<\/p>\n
FOURTH<\/u>:<\/p>\n<\/p>\n
The total number of shares of all classes of stock which the Corporation has
\nauthority to issue, pursuant to the Articles of Incorporation as hereby amended,
\nis 16,000,000 shares consisting of 12,000,000 shares of Common Stock, $.10 par
\nvalue, and 4,000,000 shares of Preferred Stock, $10 par value. The aggregate par
\nvalue of all shares of all classes having a par value is Forty-One Million, Two
\nHundred Thousand Dollars ($41,200,000).<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n
2<\/p>\n
\n<\/p>\n<\/p>\n<\/p>\n
<\/p>\n<\/p>\n
FIFTH<\/u>:<\/p>\n<\/p>\n
The description of each class of stock of the Corporation, as set forth in
\nthe original Articles of Incorporation, and as amended from time to time,
\nincluding the preferences, conversion and other rights, voting powers,
\nrestrictions, limitations as to dividends, qualifications, and terms and
\nconditions of redemption, has not been changed by this amendment.<\/p>\n<\/p>\n<\/p>\n
SIXTH<\/u>:<\/p>\n<\/p>\n
The undersigned President acknowledges these Articles of Amendment to be the
\ncorporate act of said Corporation and with respect to all matters and facts
\nother -wise required to be verified under oath, the undersigned President
\nacknowledges that to the best of his knowledge, information and belief, such
\nmatters and facts are true in all material respects and such statement is made
\nunder the penalties of perjury.<\/p>\n<\/p>\n<\/p>\n
IN WITNESS WHEREOF, the Corporation has caused these presents to be signed in
\nits name and on its behalf by its President and attested to by its Assistant
\nSecretary on this 15th day of July, 1983.<\/p>\n<\/p>\n<\/p>\n
ATTEST:<\/p>\n<\/p>\n
LEGG MASON, INC.<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n
\/s\/ Suzanne E. Peluso <\/u><\/p>\n<\/p>\n
By: \/s\/ Raymond A. Mason <\/u>(SEAL)<\/p>\n<\/p>\n
Suzanne E. Peluso,<\/p>\n<\/p>\n
Raymond A. Mason, President<\/p>\n<\/p>\n
Assistant Secretary<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n
3<\/p>\n
\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n
LEGG MASON, INC<\/u>.<\/p>\n
\n<\/p>\n
\n
ARTICLES OF AMENDMENT<\/u><\/p>\n
\n<\/p>\n<\/p>\n
THIS IS TO CERTIFY THAT:<\/p>\n<\/p>\n<\/p>\n
FIRST<\/u>:<\/p>\n<\/p>\n
The Articles of Incorporation of Legg Mason, Inc., a Maryland corporation
\n(the “Corporation”), are hereby amended as follows:<\/p>\n<\/p>\n<\/p>\n
1.<\/p>\n<\/p>\n
Article FIFTH is amended by deleting existing subparagraph l(c) in its
\nentirety and relettering subparagraphs l(d) and l(e) as l(c) and l(d),
\nrespectively.<\/p>\n<\/p>\n<\/p>\n
2.<\/p>\n<\/p>\n
A new Article EIGHTH is added to read as follows:<\/p>\n<\/p>\n<\/p>\n
“EIGHTH<\/u>:<\/p>\n<\/p>\n<\/p>\n
1.<\/p>\n<\/p>\n
Special Voting Requirements for Certain<\/u> Business Combinations<\/u>.
\nExcept as otherwise provided by this Article, in addition to any vote otherwise
\nrequired by law or these Articles or Articles Supplementary, a Business
\nCombination (as hereinafter defined) with a Related Person (as hereinafter
\ndefined) shall be recommended by the Board of Directors and approved by the
\naffirmative vote of at least (1) seventy percent (70%) of the votes entitled to
\nbe cast by outstanding shares of voting stock of the Corporation, voting
\ntogether as a single voting group, and (2) fifty-five percent (55%) of the votes
\nentitled to be cast by holders of voting stock other than voting stock held by
\nthe Related Person, voting together as a single voting group; provided, however,
\nthat the 70% voting requirement of Clause (1) shall not be applicable and the
\nBusiness Combination shall require approval only by the 55% vote of stockholders
\nother than the Related Person as provided by Clause (2), in addition to any vote
\notherwise required by law or these Articles or Articles Supplementary, if both
\nof the following conditions are satisfied with respect to the particular
\nBusiness Combination:<\/p>\n<\/p>\n<\/p>\n
(a)<\/p>\n<\/p>\n
the aggregate amount of the cash and the fair market value of the
\n“consideration other than cash” (as hereinafter defined) to be received per
\nshare by the holders of the Common Stock of the Corporation in the Business
\nCombination is (with appropriate adjustments for recapitalizations, and for
\nstock splits, stock dividends and like distributions) at least equal to the
\ngreater of (1) the highest price per share (including any brokerage commissions,
\ntransfer taxes and soliciting dealer153s fees) paid or agreed to be paid by the
\nRelated Person to acquire beneficial ownership of any share<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n
of such Common Stock during the twenty-four month period immediately prior to
\nthe taking of such vote, (2) the highest price per share (including any
\nbrokerage commissions, transfer taxes and soliciting dealer153s fees) paid by any
\nperson to acquire beneficial ownership of any share of such Common Stock on the
\nopen market at any time during the twenty-four month period immediately prior to
\nthe taking of such vote, or (3) the per share book value of such Common Stock at
\nthe end of the calendar quarter immediately preceding the taking of such vote;
\nand<\/p>\n<\/p>\n<\/p>\n
(b)<\/p>\n<\/p>\n
the consideration to be received by holders of Common Stock in the Business
\nCombination shall be in the same form and of the same kind as the most favorable
\nform and kind of consideration paid by the Related Person in acquiring
\nbeneficial ownership of any of the shares of Common Stock already held, directly
\nor indirectly, by it.<\/p>\n<\/p>\n<\/p>\n
Notwithstanding the foregoing provisions, the special stockholder voting
\nrequirements of Section 1 of Article EIGHTH shall not be applicable to a
\nBusiness Combina -tion which has been recommended to the stockholders by the
\nBoard of Directors by a vote which includes the affirmative vote of a majority
\n(but not less than two) of the Disinter -ested Directors (as hereinafter
\ndefined), in which event the Business Combination shall be subject to such
\nstockholder vote, if any, as may be required by law or other provisions of these
\nArticles or Articles Supplementary.<\/p>\n<\/p>\n<\/p>\n
A determination by a majority of the Disinterested Directors of the
\nCorporation, made in good faith and based upon information known to them after
\nreasonable inquiry, shall be conclusive as to all facts necessary for compliance
\nwith this Article, including without limitation (i) whether any person,
\npartnership, corporation or firm is a Related Person or affiliate or associate
\nas defined herein, and (ii) the most favorable form and kind of consideration
\npaid by the Related Person in acquiring beneficial ownership of shares of Common
\nStock.<\/p>\n<\/p>\n<\/p>\n
2.<\/p>\n<\/p>\n
Definitions<\/u>. For the purposes of these Articles:<\/p>\n<\/p>\n<\/p>\n
(a)<\/p>\n<\/p>\n
The term “Business Combination” shall mean (1) any merger, consolidation or
\nshare exchange of the Corporation with or into a Related Person, (2) any sale,
\nlease, exchange, transfer or other disposition, including, without limitation, a
\nmortgage or any other security device, of all or<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n
2<\/p>\n
\n<\/p>\n<\/p>\n<\/p>\n
any “substantial part” of the assets of the Corporation (including, without
\nlimitation, any voting securities of a subsidiary) or of the assets of a
\nsubsidiary which constitute a substantial part of the total consolidated assets
\nof the Corporation, to a Related Person, (3) any merger, consolidation or share
\nexchange of a Related Person with or into the Corporation or a subsidiary of the
\nCorporation, (4) any sale, lease, exchange, transfer or other disposition of all
\nor any substantial part of the assets of a Related Person to the Corporation or
\na subsidiary of the Corporation, (5) the reclassification of the shares of stock
\nof the Corporation generally possessing voting rights in elections for
\ndirectors, the purchase by the Corporation of such shares, or the issuance by
\nthe Corporation of such shares or any securities convertible thereto or
\nexchangeable therefor which in any such case has the effect, directly or
\nindirectly, of increasing by more than five percent (5%) the proportionate share
\nof the outstanding shares of any class of equity or convertible securities of
\nthe Corporation which are directly or indirectly owned by any Related Person, or
\n(6) any agreement, contract or other arrangement providing for any of the
\ntransactions described in this definition of business combination.<\/p>\n<\/p>\n<\/p>\n
(b)<\/p>\n<\/p>\n
The term “Related Person” shall mean and include any individual, corporation,
\npartnership or other person or entity which, together with its “affiliates” and
\n“associates,” “beneficially” owns (as those terms are presently defined in the
\nSecurities Exchange Act of 1934 and in the rules thereunder) voting stock of the
\nCorporation which, in the aggregate, represents fifteen percent (15%) or more of
\nthe votes entitled to be cast for the election of directors, and any “affiliate”
\nor “associate” of any such individual, corporation, partnership or other person
\nor entity; provided that shares held or over which such person or entity has the
\npower to vote or otherwise control as a trustee, plan administrator, officer of
\nthe Corporation or in a similar capacity under an employee benefit plan of the
\nCorporation or of an employee benefit plan of an affiliate of the Corporation
\nshall not be deemed to be beneficially owned for purposes of this definition.\n<\/p>\n<\/p>\n<\/p>\n
(c)<\/p>\n<\/p>\n
The term “substantial part” shall mean assets of the Corporation or the
\nRelated Person, as the case may be, which have a fair market value greater than
\nten percent (10%) of the total consolidated assets of the Corpora -tion as shown
\non its audited balance sheet as of the end of its most recent fiscal year ending
\nprior to the time the determination is made.<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n
3<\/p>\n
\n<\/p>\n<\/p>\n<\/p>\n
(d)<\/p>\n<\/p>\n
Without limitation, any shares of voting stock of the Corporation which any
\nperson has the right to acquire pursuant to any agreement, or upon exercise of
\nconversion rights, warrants or options, or otherwise shall be deemed
\nbeneficially owned by such person.<\/p>\n<\/p>\n<\/p>\n
(e)<\/p>\n<\/p>\n
The term “consideration other than cash” shall include, without limitation,
\noutstanding Common Stock of the Corporation retained by its then existing
\nstockholders in the event of a Business Combination with a Related Person in
\nwhich the Corporation is the surviving corporation.<\/p>\n<\/p>\n<\/p>\n
(f)<\/p>\n<\/p>\n
The term “Disinterested Director” means any member of the Board of Directors
\nof the Corporation who is neither the Related Person nor an affiliate or
\nassociate of the Related Person and who was a member of the Board prior to the
\ntime that the Related Person became a Related Person, and any successor of a
\nDisinterested Director who is neither the Related Person nor an affiliate or
\nassociate of the Related Person and who is recommended to succeed a
\nDisinterested Director by a majority of the Disinterested Directors then on the
\nBoard of Directors.<\/p>\n<\/p>\n<\/p>\n
3.<\/p>\n<\/p>\n
Provisions Not Exclusive<\/u>. Nothing contained in this Article EIGHTH
\nshall restrict the right of the Corporation to elect to be covered by the
\nprovisions of any laws of the State of Maryland which may impose special voting
\nrequirements on transactions involving interested stockholders.”<\/p>\n<\/p>\n<\/p>\n
3.<\/p>\n<\/p>\n
Article EIGHTH is renumbered to be Article TENTH.<\/p>\n<\/p>\n<\/p>\n
4.<\/p>\n<\/p>\n
A new Article NINTH is added to read as follows:<\/p>\n<\/p>\n<\/p>\n
“NINTH<\/u>:<\/p>\n<\/p>\n
Except as provided by Articles SIXTH and EIGHTH and elsewhere in this Article
\nNINTH, notwithstanding any provision of law permitting or requiring any action
\nto be taken or authorized by the affirmative vote of the holders of a greater
\nnumber of votes, such action shall be effective and valid if taken or authorized
\nby the affirmative vote of stockholders holding a majority of all the votes
\nentitled to be cast thereon, subject to such other or greater vote as may be
\nprovided for the holders of any class (or series of a class) of stock of the
\nCorporation pursuant to Articles Supplementary relating to such class or series.
\nHowever, no amendment of these Articles shall be effective to amend, alter,
\nrepeal or change the effect of any of the provisions of Articles SIXTH, EIGHTH
\nor NINTH unless such amendment shall receive the affirmative vote of at least
\nseventy percent (70%) of the votes entitled to be cast thereon, which shall
\ninclude at least fifty-five percent (55%) of the votes entitled to be cast by
\nholders of voting stock other than voting stock held by a Related Person;
\nprovided, however, that these voting requirements shall not be applicable to the
\napproval of such<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n
4<\/p>\n
\n<\/p>\n
\n<\/p>\n<\/p>\n
an amendment, and the amendment shall require only such
\naffirmative vote as would otherwise be required pursuant to this Article NINTH,
\nif such amendment shall have been proposed by the Board of Directors by a vote
\nwhich includes the affirmative vote of a majority (but not less than two) of the
\nDisinterested Directors.”<\/p>\n
\n<\/p>\n
SECOND<\/u>:<\/p>\n<\/p>\n
The amendments to the Articles of Incorporation of the Corporation as
\nhereinabove set forth have been duly advised by the Board of Directors and
\napproved by the Stockholders of the Corporation as required by law.<\/p>\n<\/p>\n<\/p>\n
THIRD<\/u>:<\/p>\n<\/p>\n
The undersigned President acknowledges these Articles of Amendment to be the
\ncorporate act of said Corporation and with respect to all matters and facts
\nother -wise required to be verified under oath, the undersigned President
\nacknowledges that to the best of his knowledge, information and belief, such
\nmatters and facts are true in all material respects and such statement is made
\nunder the penalties of perjury.<\/p>\n<\/p>\n<\/p>\n
IN WITNESS WHEREOF, the Corporation has caused these presents to be signed in
\nits name and on its behalf by its President and attested to by its Secretary on
\nthis 15th day of July, 1983.<\/p>\n<\/p>\n<\/p>\n
ATTEST:<\/p>\n<\/p>\n
LEGG MASON, INC.<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n
\/s\/ Suzanne E. Peluso <\/u><\/p>\n<\/p>\n
By: \/s\/ Raymond A. Mason <\/u><\/p>\n<\/p>\n
Suzanne E. Peluso,<\/p>\n<\/p>\n
Raymond A. Mason,<\/p>\n<\/p>\n
Assistant Secretary<\/p>\n<\/p>\n
President<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n
5<\/p>\n
\n<\/p>\n<\/p>\n<\/p>\n
LEGG MASON, INC.<\/u><\/p>\n
\n<\/p>\n
\n
ARTICLES OF AMENDMENT<\/u><\/p>\n
\n<\/p>\n<\/p>\n
THIS IS TO CERTIFY THAT:<\/p>\n<\/p>\n<\/p>\n
FIRST<\/u>:<\/p>\n<\/p>\n
The Articles of Incorporation of Legg Mason, Inc., a Maryland corporation
\n(the “Corporation”), are hereby amended by deleting the first paragraph of
\nArticle Fifth and inserting in place thereof a new paragraph to read as follows:\n<\/p>\n<\/p>\n<\/p>\n
“FIFTH<\/u>:<\/p>\n<\/p>\n
The aggregate par value of all shares which the Corporation is authorized to
\nissue is $42,000,000, represented by 4,000,000 shares of Preferred Stock of the
\npar value of $10 per share and 20,000,000 shares of Common Stock of the par
\nvalue of $.10 per share.”<\/p>\n<\/p>\n<\/p>\n
SECOND<\/u>:<\/p>\n<\/p>\n
The amendment to the Articles of Incorporation of the Corporation as
\nhereinabove set forth has been duly advised by the Board of Directors and
\napproved by the Stockholders of the Corporation as required by law.<\/p>\n<\/p>\n<\/p>\n
THIRD<\/u>:<\/p>\n<\/p>\n
The total number of shares of all classes of stock which the Corporation had
\nauthority to issue immediately prior to this amendment was 16,000,000 shares
\nconsisting of 12,000,000 shares of Common Stock, $.10 par value, and 4,000,000
\nshares of Preferred Stock, $10 par value. The aggregate par value of all shares
\nof all classes having a par value was Forty-One Million, Two Hundred Thousand
\nDollars ($41,200,000).<\/p>\n<\/p>\n<\/p>\n
FOURTH<\/u>:<\/p>\n<\/p>\n
The total number of shares of all classes of stock which the Corporation has
\nauthority to issue, pursuant to the Articles of Incorporation as hereby amended,
\nis 24,000,000 shares consisting of 20,000,000 shares of Common Stock, $.10 par
\nvalue, and 4,000,000 shares of Preferred Stock, $10 par value. The aggregate par
\nvalue of all shares of all classes having a par value is Forty-Two Million
\nDollars ($42,000,000).<\/p>\n<\/p>\n<\/p>\n
FIFTH<\/u>:<\/p>\n<\/p>\n
The description of each class of stock of the Corporation, as set forth in
\nthe original Articles of Incorporation, and as amended from time to time,
\nincluding the preferences, conversion and other rights, voting powers,
\nrestrictions, limita -tions as to dividends, qualifications, and terms and
\nconditions of redemption, has not been changed by this amendment.<\/p>\n<\/p>\n<\/p>\n
SIXTH<\/u>:<\/p>\n<\/p>\n
The undersigned President acknowledges these Articles of Amendment to be the
\ncorporate act of said corporation and with respect to all matters and facts
\notherwise required to be verified under oath, the undersigned President
\nacknowledges that to the best of his knowledge, information and belief, such
\nmatters<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n
<\/p>\n<\/p>\n
and facts are true in all material respects and such statement is made under
\nthe penalties of perjury.<\/p>\n<\/p>\n<\/p>\n
IN WITNESS WHEREOF, the Corporation has caused these presents to be signed in
\nits name and on its behalf by its President and attested to by its Secretary on
\nthis 26th day of February, 1987.<\/p>\n<\/p>\n<\/p>\n
ATTEST:<\/p>\n<\/p>\n
LEGG MASON, INC.<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n
\/s\/ Charles A. Bacigalupo<\/u><\/p>\n<\/p>\n
By: \/s\/ Raymond A. Mason <\/u><\/p>\n<\/p>\n
Charles A. Bacigalupo,<\/p>\n<\/p>\n
Raymond A. Mason,<\/p>\n<\/p>\n
Secretary<\/p>\n<\/p>\n
President<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n
2<\/p>\n
\n<\/p>\n
\n<\/p>\n<\/p>\n
LEGG MASON, INC.<\/u><\/p>\n
\n<\/p>\n
ARTICLES OF AMENDMENT<\/u><\/p>\n
\n<\/p>\n<\/p>\n
THIS IS TO CERTIFY THAT:<\/p>\n<\/p>\n<\/p>\n
FIRST<\/u>:<\/p>\n<\/p>\n
The charter of Legg Mason, Inc., a Maryland corporation (the “Corporation”),
\nis hereby amended by adding a new Article to the Articles of Incorporation to
\nread as follows:<\/p>\n<\/p>\n<\/p>\n
TENTH<\/u>:<\/p>\n<\/p>\n
To the maximum extent that Maryland law in effect from time to time permits
\nlimitation of the liability of directors and officers, no director or officer of
\nthe Corporation shall be liable to the Corporation or its stockholders for money
\ndamages. Neither the amendment nor repeal of this Article, nor the adoption or
\namendment of any other provision of the charter or bylaws inconsistent with this
\nArticle, shall apply to or affect in any respect the applicability of the
\npreceding sentence with respect to any act or failure to act which occurred
\nprior to such amendment, repeal or adoption.<\/p>\n<\/p>\n<\/p>\n
SECOND<\/u>:<\/p>\n<\/p>\n
The amendment to the Articles of Incorporation of the Corporation as
\nhereinabove set forth has been duly advised by the Board of Directors and
\napproved by the Stockholders of the Corporation as required by law.<\/p>\n<\/p>\n<\/p>\n
THIRD<\/u>:<\/p>\n<\/p>\n
The undersigned President acknowledges these Articles of Amendment to be the
\ncorporate act of said Corporation and as to all matters or facts required to be
\nverified under oath, the undersigned President acknowledges that, to the best of
\nhis knowledge, information and belief, these matters and facts are true in all
\nmaterial respects and that this statement is made under the penalties for
\nperjury.<\/p>\n<\/p>\n<\/p>\n
IN WITNESS WHEREOF, the Corporation has caused these presents to be signed in
\nits name and on its behalf by its President and attested to by its Secretary on
\nthis 28th day of July, 1988.<\/p>\n<\/p>\n<\/p>\n
ATTEST:<\/p>\n<\/p>\n
LEGG MASON, INC.<\/p>\n<\/p>\n<\/p>\n<\/p>\n
\/s\/ Charles A. Bacigalupo<\/u><\/p>\n<\/p>\n
By: \/s\/ Raymond A. Mason <\/u><\/p>\n<\/p>\n
Charles A. Bacigalupo,<\/p>\n<\/p>\n
Raymond A. Mason,<\/p>\n<\/p>\n
Secretary<\/p>\n<\/p>\n
President<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n
LEGG MASON, INC<\/u>.<\/p>\n
\n
ARTICLES OF AMENDMENT<\/u><\/p>\n
\n<\/p>\n
THIS IS TO CERTIFY THAT:<\/p>\n<\/p>\n<\/p>\n
FIRST<\/u>:<\/p>\n<\/p>\n
The Articles of Incorporation of Legg Mason, Inc., a Maryland corporation
\n(the “Corporation”), are hereby amended by deleting the first paragraph of
\nArticle Fifth and inserting in place thereof a new paragraph to read as follows:\n<\/p>\n<\/p>\n<\/p>\n
“FIFTH:<\/p>\n<\/p>\n
The aggregate par value of all shares which the Corporation is authorized to
\nissue is $50,000,000, represented by 4,000,000 shares of Preferred Stock of the
\npar value of $10 per share and 100,000,000 shares of Common Stock of the par
\nvalue of $.10 per share.”<\/p>\n<\/p>\n<\/p>\n
SECOND<\/u>:<\/p>\n<\/p>\n
The amendment to the Articles of Incorporation of the Corporation as
\nhereinabove set forth has been duly advised by the Board of Directors and
\napproved by the Stockholders of the Corporation as required by law.<\/p>\n<\/p>\n<\/p>\n
THIRD<\/u>:<\/p>\n<\/p>\n
The total number of shares of all classes of stock which the Corporation had
\nauthority to issue immediately prior to this amendment was 24,000,000 shares
\nconsisting of 20,000,000 shares of Common Stock, $.10 par value, and 4,000,000
\nshares of Preferred Stock, $10 par value. The aggregate par value of all shares
\nof all classes having a par value was Forty-Two Million Dollars ($42,000,000).\n<\/p>\n<\/p>\n<\/p>\n
FOURTH<\/u>:<\/p>\n<\/p>\n
The total number of shares of all classes of stock which the Corporation has
\nauthority to issue, pursuant to the Articles of Incorporation as hereby amended,
\nis 104,000,000 shares consisting of 100,000,000 shares of Common Stock, $.10 par
\nvalue, and 4,000,000 shares of Preferred Stock, $10 par value. The aggregate par
\nvalue of all shares of all classes having a par value is Fifty Million Dollars
\n($50,000,000).<\/p>\n<\/p>\n<\/p>\n
FIFTH<\/u>:<\/p>\n<\/p>\n
The description of each class of stock of the Corporation, as set forth in
\nthe original Articles of Incorporation, and as amended from time to time,
\nincluding the preferences, conversion and other rights, voting powers,
\nrestrictions, limitations as to dividends, qualifications, and terms and
\nconditions of redemption, has not been changed by this amendment.<\/p>\n<\/p>\n<\/p>\n
SIXTH<\/u>:<\/p>\n<\/p>\n
The undersigned President acknowledges these Articles of Amendment to be the
\ncorporate act of the Corporation and with respect to all matters and facts
\notherwise required to be<\/p>\n<\/p>\n<\/p>\n<\/p>\n
verified under oath, the undersigned President acknowledges that to the best
\nof his knowledge, information and belief, these matters and facts are true in
\nall material respects and that this statement is made under the penalties for
\nperjury.<\/p>\n<\/p>\n<\/p>\n
IN WITNESS WHEREOF, the Corporation has caused these Articles to be signed in
\nits name and on its behalf by its President and attested to by its Assistant
\nSecretary on this 24th day of July, 1996.<\/p>\n<\/p>\n<\/p>\n<\/p>\n
ATTEST:<\/p>\n<\/p>\n
LEGG MASON, INC.<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n
\/s\/ F. James Tennies <\/u><\/p>\n<\/p>\n
By: \/s\/ Raymond A. Mason<\/u><\/p>\n<\/p>\n
F. James Tennies<\/p>\n<\/p>\n
Raymond A. Mason<\/p>\n<\/p>\n
Assistant Secretary<\/p>\n<\/p>\n
President<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n
2<\/p>\n
\n<\/p>\n<\/p>\n<\/p>\n
LEGG MASON, INC<\/u>.<\/p>\n
\n
ARTICLES OF AMENDMENT<\/u><\/p>\n
\n<\/p>\n
THIS IS TO CERTIFY THAT:<\/p>\n<\/p>\n<\/p>\n
FIRST<\/u>:<\/p>\n<\/p>\n
The Articles of Incorporation of Legg Mason, Inc., a Maryland corporation
\n(the “Corporation”), are hereby amended by deleting the first paragraph of
\nArticle Fifth and inserting in place thereof a new paragraph to read as follows:\n<\/p>\n<\/p>\n<\/p>\n
“FIFTH:<\/p>\n<\/p>\n
The aggregate par value of all shares which the Corporation is authorized to
\nissue is $65,000,000, represented by 4,000,000 shares of Preferred Stock of the
\npar value of $10 per share and 250,000,000 shares of Common Stock of the par
\nvalue of $.10 per share.”<\/p>\n<\/p>\n<\/p>\n
SECOND<\/u>:<\/p>\n<\/p>\n
The amendment to the Articles of Incorporation of the Corporation as
\nhereinabove set forth has been duly advised by the Board of Directors and
\napproved by the Stockholders of the Corporation as required by law.<\/p>\n<\/p>\n<\/p>\n
THIRD<\/u>:<\/p>\n<\/p>\n
The total number of shares of all classes of stock which the Corporation had
\nauthority to issue immediately prior to this amendment was 104,000,000 shares
\nconsisting of 100,000,000 shares of Common Stock, $.10 par value, and 4,000,000
\nshares of Preferred Stock, $10 par value. The aggregate par value of all shares
\nof all classes having a par value was Fifty Million Dollars ($50,000,000).<\/p>\n<\/p>\n<\/p>\n
FOURTH<\/u>:<\/p>\n<\/p>\n
The total number of shares of all classes of stock which the Corporation has
\nauthority to issue, pursuant to the Articles of Incorporation as hereby amended,
\nis 254,000,000 shares consisting of 250,000,000 shares of Common Stock, $.10 par
\nvalue, and 4,000,000 shares of Preferred Stock, $10 par value. The aggregate par
\nvalue of all shares of all classes having a par value is Sixty Five Million
\nDollars ($65,000,000).<\/p>\n<\/p>\n<\/p>\n
FIFTH<\/u>:<\/p>\n<\/p>\n
The description of each class of stock of the Corporation, as set forth in
\nthe original Articles of Incorporation, and as amended from time to time,
\nincluding the preferences, conversion and other rights, voting powers,
\nrestrictions, limita -tions as to dividends, qualifications, and terms and
\nconditions of redemption, has not been changed by this amendment.<\/p>\n<\/p>\n<\/p>\n
SIXTH<\/u>:<\/p>\n<\/p>\n
The undersigned President acknowledges these Articles of Amendment to be the
\ncorporate act of the Corporation and with respect to all matters and facts
\notherwise required to be verified under oath, the undersigned President
\nacknowledges that to the best<\/p>\n<\/p>\n<\/p>\n<\/p>\n
of his knowledge, information and belief, these matters and facts are true in
\nall material respects and that this statement is made under the penalties for
\nperjury.<\/p>\n<\/p>\n<\/p>\n
IN WITNESS WHEREOF, the Corporation has caused these Articles to be signed in ATTEST:<\/p>\n<\/p>\n LEGG MASON, INC.<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n \/s\/ Thomas C. Merchant<\/u><\/p>\n<\/p>\n By:<\/p>\n<\/p>\n \/s\/ Raymond A. Mason<\/u><\/p>\n<\/p>\n Thomas C. Merchant<\/p>\n<\/p>\n Raymond A. Mason<\/p>\n<\/p>\n Assistant Secretary<\/p>\n<\/p>\n President<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n 2<\/p>\n \n<\/p>\n<\/p>\n<\/p>\n LEGG MASON, INC. <\/u><\/p>\n \n ARTICLES OF AMENDMENT <\/u><\/p>\n \n THIS IS TO CERTIFY THAT:<\/p>\n<\/p>\n FIRST<\/u>: The Articles of Incorporation of Legg Mason, Inc., a Maryland “FIFTH: The aggregate par value of all shares which the Corporation is SECOND<\/u>: The amendment to the Articles of Incorporation of the THIRD<\/u>: The total number of shares of all classes of stock which the FOURTH<\/u>: The total number of shares of all classes of stock which the FIFTH<\/u>: The description of each class of stock of the Corporation, as SIXTH<\/u>: The undersigned President acknowledges these Articles of IN WITNESS WHEREOF, the Corporation has caused these Articles to be signed in ATTEST:<\/p>\n<\/td>\n LEGG MASON, INC.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \/s\/ Robert F. Price<\/p>\n<\/td>\n By:<\/p>\n<\/td>\n \/s\/ James W. Hirschmann<\/p>\n<\/td>\n<\/tr>\n Robert F. Price<\/p>\n Secretary<\/p>\n<\/td>\n James W. Hirschmann<\/p>\n President<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n \n LEGG MASON, INC.<\/u><\/p>\n \n ARTICLES OF AMENDMENT<\/u><\/p>\n \n THIS IS TO CERTIFY THAT:<\/p>\n<\/p>\n<\/p>\n FIRST<\/u>:<\/p>\n<\/p>\n The Articles of Incorporation of Legg Mason, Inc., a Maryland corporation 1.<\/p>\n<\/p>\n Paragraph 1 of Article SIXTH is being amended by deleting the existing “Each director who is serving as a director immediately following the 2011 SECOND<\/u>:<\/p>\n<\/p>\n The amendments to the Articles of Incorporation of the Corporation as THIRD<\/u>:<\/p>\n<\/p>\n The undersigned President acknowledges these Articles of Amendment to be the IN WITNESS WHEREOF, the Corporation has caused these presents to be signed in of July, 2011.<\/p>\n<\/p>\n<\/p>\n ATTEST:<\/p>\n<\/td>\n LEGG MASON, INC.<\/p>\n<\/td>\n<\/tr>\n \/s\/ Thomas C. Merchant<\/p>\n<\/td>\n By:<\/p>\n<\/td>\n \/s\/ Mark R. Fetting<\/p>\n<\/td>\n<\/tr>\n Thomas C. Merchant<\/p>\n Secretary<\/p>\n<\/td>\n Mark R. Fetting<\/p>\n President and Chief Executive Officer<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n<\/p>\n \n<\/p>\n<\/p><\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8040],"corporate_contracts_industries":[9418],"corporate_contracts_types":[9573,9575],"class_list":["post-41414","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-legg-mason-inc","corporate_contracts_industries-financial__securities","corporate_contracts_types-formation","corporate_contracts_types-formation__incorporation"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41414","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41414"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41414"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41414"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41414"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}
\nits name and on its behalf by its President and attested to by its Assistant
\nSecretary on this 31st<\/sup> day of July, 2000.<\/p>\n<\/p>\n<\/p>\n<\/p>\n
\ncorporation (the “Corporation”), are hereby amended by deleting the first
\nparagraph of Article Fifth and inserting in place thereof a new paragraph to
\nread as follows:<\/p>\n<\/p>\n
\nauthorized to issue is $90,000,000, represented by 4,000,000 shares of Preferred
\nStock of the par value of $10 per share and 500,000,000 shares of Common Stock
\nof the par value of $.10 per share.”<\/p>\n<\/p>\n
\nCorporation as hereinabove set forth has been duly advised by the Board of
\nDirectors and approved by the Stockholders of the Corporation as required by
\nlaw.<\/p>\n<\/p>\n
\nCorporation had authority to issue immediately prior to this amendment was
\n254,000,000 shares consisting of 250,000,000 shares of Common Stock, $.10 par
\nvalue, and 4,000,000 shares of Preferred Stock, $10 par value. The aggregate par
\nvalue of all shares of all classes having a par value was Sixty Five Million
\nDollars ($65,000,000).<\/p>\n<\/p>\n
\nCorporation has authority to issue, pursuant to the Articles of Incorporation as
\nhereby amended, is 504,000,000 shares consisting of 500,000,000 shares of Common
\nStock, $.10 par value, and 4,000,000 shares of Preferred Stock, $10 par value.
\nThe aggregate par value of all shares of all classes having a par value is
\nNinety Million Dollars ($90,000,000).<\/p>\n<\/p>\n
\nset forth in the original Articles of Incorporation, and as amended from time to
\ntime, including the preferences, conversion and other rights, voting powers,
\nrestrictions, limitations as to dividends, qualifications, and terms and
\nconditions of redemption, has not been changed by this amendment.<\/p>\n<\/p>\n
\nAmendment to be the corporate act of the Corporation and with respect to all
\nmatters and facts otherwise required to be verified under oath, the undersigned
\nPresident acknowledges that to the best of his knowledge, information and
\nbelief, these matters and facts are true in all material respects and that this
\nstatement is made under the penalties for perjury.<\/p>\n<\/p>\n
\nits name and on its behalf by its President and attested to by its Secretary on
\nthis 26th<\/sup> day of July 2006.<\/p>\n<\/p>\n\n\n
\n <\/td>\n <\/td>\n<\/tr>\n \n <\/td>\n <\/td>\n<\/tr>\n \n \n \n \n\n
\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n \n <\/td>\n \n \n \n \n <\/td>\n <\/td>\n \n
\n(the “Corporation”), are hereby revised by amending Article SIXTH as follows:\n<\/p>\n<\/p>\n<\/p>\n
\nparagraph in its entirety and inserting in place thereof a new paragraph to read
\nas follows:<\/p>\n<\/p>\n
\nAnnual Meeting of Stockholders, or is elected thereafter as a director, shall
\nhold office until the expiration of the term for which he or she has been
\nelected, and until his or her successor shall be elected and shall qualify,
\nsubject, however, to prior death, resignation, retirement, disqualification, or
\nremoval from office. At the 2012 Annual Meeting of Stockholders, the successors
\nto the class of directors whose terms expire at that meeting shall be elected
\nfor a two-year term expiring at the 2014 Annual Meeting of Stockholders. At the
\n2013 Annual Meeting of Stockholders, the successors to the class of directors
\nwhose terms expire at that meeting shall be elected for a one-year term expiring
\nat the 2014 Annual Meeting of Stockholders. At the 2014 Annual Meeting of
\nStockholders, and at each Annual Meeting of Stockholders thereafter, all
\ndirectors shall be elected for terms expiring at the next Annual Meeting of
\nStockholders.”<\/p>\n<\/p>\n<\/p>\n
\nhereinabove set forth have been duly advised by the Board of Directors and
\napproved by the Stockholders of the Corporation as required by law.<\/p>\n<\/p>\n<\/p>\n
\ncorporate act of said Corporation and with respect to all matters and facts
\nother -wise required to be verified under oath, the undersigned President
\nacknowledges that to the best of his knowledge, information and belief, such
\nmatters and facts are true in all material respects and such statement is made
\nunder the penalties of perjury.<\/p>\n<\/p>\n<\/p>\n
\nits name and on its behalf by its President and attested to by its Secretary on
\nthis 27th day<\/p>\n<\/p>\n\n\n
\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n \n \n \n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n \n <\/td>\n \n \n \n \n <\/td>\n <\/td>\n \n