Standard Contracts
LEGG MASON, INC. TO THE BANK OF NEW YORK, AS TRUSTEEFirst Supplemental Indenture • February 12th, 1996 • Legg Mason Inc • Security brokers, dealers & flotation companies • New York
Common StockUnderwriting Agreement • March 11th, 2005 • Legg Mason Inc • Security brokers, dealers & flotation companies • New York
EXHIBIT 1 LEGG MASON, INC. (a Maryland corporation) Debt Securities FORM OF UNDERWRITING AGREEMENT To the Underwriters to be named in the applicable Pricing Agreement supplemental hereto Dear Sirs: Legg Mason, Inc., a Maryland corporation (the...Underwriting Agreement • March 27th, 2000 • Legg Mason Inc • Security brokers, dealers & flotation companies • Maryland
Exhibit 1.4 LEGG MASON, INC. (A Maryland corporation) 4,000,000 Shares of Common Stock PURCHASE AGREEMENT Dated: December 15, 2004 LEGG MASON, INC. (A Maryland corporation) 4,000,000 Shares of Common Stock (Par Value $.10 Per Share) PURCHASE AGREEMENTPurchase Agreement • December 20th, 2004 • Legg Mason Inc • Security brokers, dealers & flotation companies • New York
EXHIBIT 1(a) LEGG MASON, INC. (a Maryland corporation) Debt Securities FORM OF UNDERWRITING AGREEMENT To the Underwriters to be named in the applicable Pricing Agreement supplemental hereto Dear Sirs: Legg Mason, Inc., a Maryland corporation (the...Underwriting Agreement • March 11th, 2005 • Legg Mason Inc • Security brokers, dealers & flotation companies • Maryland
Agreement ---------Registration Rights Agreement • December 22nd, 2005 • Legg Mason Inc • Security brokers, dealers & flotation companies • New York
PRICING AGREEMENTPricing Agreement • February 12th, 1996 • Legg Mason Inc • Security brokers, dealers & flotation companies • New York
EXHIBIT 4.2Registration Rights Agreement • September 4th, 2001 • Legg Mason Inc • Security brokers, dealers & flotation companies • New York
Legg Mason, Inc. Underwriting AgreementUnderwriting Agreement • August 8th, 2016 • Legg Mason, Inc. • Investment advice • New York
Junior Subordinated Notes due 2056 (the “Securities”). The Securities will be issued pursuant to an indenture dated as of March 14, 2016 (the “Base Indenture”) between the Company and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by the Second Supplemental Indenture thereto to be dated as of August 8, 2016 (the “Supplemental Indenture”). The Base Indenture as supplemented by the Supplemental Indenture is referred to herein as the “Indenture.”
9,000,000 Shares Common Stock ($0.10 par value)Underwriting Agreement • March 13th, 2006 • Legg Mason Inc • Security brokers, dealers & flotation companies • New York
LEGG MASON, INC. and THE BANK OF NEW YORK, as Purchase Contract Agent, and THE BANK OF NEW YORK, as Collateral Agent, Custodial Agent and Securities Intermediary PURCHASE CONTRACT AND PLEDGE AGREEMENT Dated as ofPurchase Contract and Pledge Agreement • May 12th, 2008 • Legg Mason Inc • Investment advice • New York
PURCHASE CONTRACT AND PLEDGE AGREEMENT, dated as of , among LEGG MASON, INC., a Maryland corporation (the “Company”), THE BANK OF NEW YORK, a New York banking corporation, acting as purchase contract agent for, and for purposes of the Pledge created hereby as attorney-in-fact of, the Holders from time to time of the Units (in such capacities, together with its successors and assigns in such capacities, the “Purchase Contract Agent”), THE BANK OF NEW YORK, as collateral agent hereunder for the benefit of the Company (in such capacity, together with its successors in such capacity, the “Collateral Agent”), as custodial agent (in such capacity, together with its successors in such capacity, the “Custodial Agent”), and as securities intermediary (as defined in Section 8-102(a)(14) of the UCC) with respect to the Collateral Account (in such capacity, together with its successors in such capacity, the “Securities Intermediary”).
Underwriting AgreementUnderwriting Agreement • May 12th, 2008 • Legg Mason Inc • Investment advice • New York
Legg Mason, Inc., a Maryland corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for which Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated are acting as representatives (the “Representatives”), an aggregate of 20,000,000 Equity Units of the Company (the “Firm Securities”) and, at the election of the Underwriters, up to an aggregate of 3,000,000 additional Equity Units (the “Optional Securities”) (the Firm Securities and the Optional Securities which the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Securities”). Each Equity Unit will have a stated amount of $50.00 and initially consist of (i) a stock purchase contract (each, a “Purchase Contract”) under which the holder will agree to purchase and the Company will agree to sell on June 30, 2011 (the “Settlement Date”), subject t
LEGG MASON, INC. 2017 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • May 30th, 2018 • Legg Mason, Inc. • Investment advice • New York
This Award is subject in all respects to the applicable provisions of the Plan. Such provisions are incorporated herein by reference and made a part hereof. Capitalized terms that are not defined in Section 5.7 below are defined in the Plan and shall have the meanings specified in the Plan.
CAPITAL SUPPORT AGREEMENTCapital Support Agreement • December 1st, 2008 • Legg Mason Inc • Investment advice • Maryland
THIS CAPITAL SUPPORT AGREEMENT (this "Agreement") is made as of the 30th day of June, 2008, by and among Legg Mason, Inc., a Maryland corporation ("Legg Mason"), LM Capital Support V, LLC, a Maryland limited liability company ("LMSub" and, together with Legg Mason, the "Support Providers"), and Western Asset Institutional Money Market Fund, a series of Legg Mason Partners Institutional Trust (the "Fund").
LEGG MASON, INC. 2017 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • May 30th, 2018 • Legg Mason, Inc. • Investment advice • New York
This Award is subject in all respects to the applicable provisions of the Plan. Such provisions are incorporated herein by reference and made a part hereof. Capitalized terms that are not defined in Section 6.8 below are defined in the Plan and shall have the meanings specified in the Plan.
PROFESSIONAL BRANCH MANAGER PHANTOM STOCK AGREEMENT This Professional Branch Manager Phantom Stock Agreement (this "Agreement") is made this _________ day of __________________________, 19___, by and between Legg Mason Wood Walker, Incorporated...Phantom Stock Agreement • January 2nd, 2001 • Legg Mason Inc • Security brokers, dealers & flotation companies • Maryland
CAPITAL SUPPORT AGREEMENTCapital Support Agreement • March 31st, 2008 • Legg Mason Inc • Investment advice • Maryland
THIS CAPITAL SUPPORT AGREEMENT (this "Agreement") is made as of the 31st day of March, 2008, by and among Legg Mason, Inc., a Maryland corporation ("Legg Mason"), LM Capital Company, LLC, a Maryland limited liability company ("LMC" and, together with Legg Mason, the "Support Providers"), and Liquid Reserves Portfolio, a series of Master Portfolio Trust (the "Fund").
LEGG MASON, INC. 2017 EQUITY INCENTIVE PLAN PERFORMANCE SHARE UNIT AWARD AGREEMENTPerformance Share Unit Award Agreement • May 30th, 2018 • Legg Mason, Inc. • Investment advice • New York
This Award is subject in all respects to the applicable provisions of the Plan. Such provisions are incorporated herein by reference and made a part hereof. Capitalized terms that are not defined in Section 5(k) below are defined in the Plan and shall have the meanings specified in the Plan.
EXHIBIT D PROFESSIONAL BRANCH MANAGER PHANTOM STOCK AGREEMENT Designation of Beneficiary(ies) By virtue of my right under the Agreement to designate the beneficiary(ies) of any death benefits payable under the Agreement, and subject to any future...Professional Branch Manager Phantom Stock Agreement • July 24th, 1998 • Legg Mason Inc • Security brokers, dealers & flotation companies
PLEDGE AGREEMENT This PLEDGE AGREEMENT dated as of August 29, 1996 (the "Agreement"), by and between the individual signatory at the end of this Agreement (the "Pledgor") and Legg Mason, Inc. (the "Pledgee"); PRELIMINARY STATEMENT: The Pledgor and...Pledge Agreement • February 14th, 1997 • Legg Mason Inc • Security brokers, dealers & flotation companies • Maryland
LEGG MASON, INC. 1996 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • May 27th, 2011 • Legg Mason Inc • Investment advice • New York
This Award is subject in all respects to the applicable provisions of the Plan. Such provisions are incorporated herein by reference and made a part hereof. Capitalized terms that are not defined in Section 5.7 below are defined in the Plan and shall have the meanings specified in the Plan.
JPMorgan Chase Bank, National Association 125 London Wall London EC2Y 5AJWarrant Agreement • January 18th, 2008 • Legg Mason Inc • Investment advice
The purpose of this letter agreement (this "Confirmation") is to confirm the terms and conditions of the Warrants issued by Legg Mason, Inc. ("Company") to JPMorgan Chase Bank, National Association, London Branch ("Bank") on the Trade Date specified below (the "Transaction"). This letter agreement constitutes a "Confirmation" as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for this Transaction.
GOLDMAN, SACHS & CO. | ONE NEW YORK PLAZA | NEW YORK, NEW YORK 10004 |TEL: (212) 902-1000Call Option Transaction • January 18th, 2008 • Legg Mason Inc • Investment advice • New York
The purpose of this letter agreement (this "Confirmation") is to confirm the terms and conditions of the call option transaction entered into between Goldman, Sachs & Co. ("Bank") and Legg Mason, Inc. ("Counterparty") on the Trade Date specified below (the "Transaction"). This letter agreement constitutes a "Confirmation" as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for this Transaction.
LETTER AGREEMENTLetter Agreement • May 29th, 2008 • Legg Mason Inc • Investment advice
We refer to (i) Letter of Credit no. 61670750 issued by Citibank, N.A. (“Issuer”) in favor of you dated as of November 2, 2007 (the “Letter of Credit”) for the account of The Baltimore Company, a Maryland corporation and Legg Mason, Inc., a Maryland corporation (collectively, “we” or the “Applicants”) and related to the Securities (as defined below) and (ii) the related Agreement for Standby Letters of Credit dated as of the date hereof among us and Issuer (the “Reimbursement Agreement”). Terms defined in the Letter of Credit and not otherwise defined herein are used herein as therein defined.
COVER KEY EMPLOYEE PHANTOM STOCK AGREEMENT This Key Employee Phantom Stock Agreement (this "Agreement") is made this __ day of _____________, 19___, by and between Legg Mason Wood Walker, Incorporated ("Legg") and _______________________ ("Employee")....Key Employee Phantom Stock Agreement • July 24th, 1998 • Legg Mason Inc • Security brokers, dealers & flotation companies • Maryland
KEY EMPLOYEE PHANTOM STOCK AGREEMENTKey Employee Phantom Stock Agreement • June 9th, 2006 • Legg Mason Inc • Security brokers, dealers & flotation companies • Maryland
This Key Employee Phantom Stock Agreement (this “Agreement”) is made this day of between Legg Mason, Inc. (“Legg”) and (“Employee”), but intended to be effective as of the date of the approval of transfer to Legg Mason Wood Walker, Incorporated (“LMWW”) of Employee’s registration with the National Association of Securities Dealers, Inc., the New York Stock Exchange, Inc. and the state(s) in which Employee is licensed (the “Effective Date”).
AMENDED AND RESTATED GLOBAL DISTRIBUTION AGREEMENTGlobal Distribution Agreement • November 9th, 2005 • Legg Mason Inc • Security brokers, dealers & flotation companies
THIS AMENDED AND RESTATED GLOBAL DISTRIBUTION AGREEMENT dated as of October 3, 2005 (this “Agreement”), is made by and between Legg Mason, Inc., a Maryland corporation (“Legg Mason”), and Citigroup, Inc., a Delaware corporation (“Citigroup” and together with Legg Mason, the “Parties” and each, a “Party”).
REGISTRATION RIGHTS AGREEMENT by and between LEGG MASON, INC. and KKR I-L Limited, CREDIT SUISSE INTERNATIONAL and HSBC BANK USA, NATIONAL ASSOCIATION January 31, 2008Registration Rights Agreement • February 6th, 2008 • Legg Mason Inc • Investment advice • New York
AGREEMENT AND PLAN OF MERGER among FRANKLIN RESOURCES, INC., ALPHA SUB, INC., and LEGG MASON, INC. Dated as of February 17, 2020Merger Agreement • February 18th, 2020 • Legg Mason, Inc. • Investment advice • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of February 17, 2020 (this “Agreement”), among FRANKLIN RESOURCES, INC., a Delaware corporation (“Parent”), ALPHA SUB, INC., a Maryland corporation and a Wholly Owned Subsidiary of Parent (“Merger Sub”), and LEGG MASON, INC., a Maryland corporation (the “Company”).
RECITALSExecutive Convertible Debenture Purchase and Loan Agreement • February 14th, 1997 • Legg Mason Inc • Security brokers, dealers & flotation companies • Maryland
Total Return Swap TransactionsTotal Return Swap Transactions • December 1st, 2008 • Legg Mason Inc • Investment advice
This Confirmation supplements, forms a part of and is subject to, the ISDA Master Agreement (Multicurrency-Cross Border), dated as of December 28, 2007 (as amended, supplemented and otherwise modified and in effect from time to time, the "Master Agreement"), between Barclays and Counterparty. All provisions contained in the Master Agreement govern this Confirmation except as expressly modified below.
DIRECTOR’S SERVICE AGREEMENT LEGG MASON & CO (UK) LIMITED ISSUED April 1, 2015 FOR Ursula SchliesslerDirector's Service Agreement • May 22nd, 2015 • Legg Mason, Inc. • Investment advice • England and Wales
Re: Retention Letter Agreement (the “Letter Agreement”)Retention Letter Agreement • May 1st, 2020 • Legg Mason, Inc. • Investment advice • Maryland
In connection with the transaction (the “Transaction”) by and between Legg Mason, Inc. (together with its affiliates, subsidiaries, successors or parent companies, “Legg Mason”) and Franklin Resources, Inc. (together with its affiliates and subsidiaries, “Franklin”), we are pleased to offer you a retention incentive to encourage you to remain actively employed through the date of the closing of the Transaction (the “Closing” and such date, the “Closing Date”), subject to the terms and conditions set forth in this Letter Agreement. The period commencing on the date of this Letter Agreement through the Closing Date is referred to in this Letter Agreement as the “Retention Period”.
TRANSACTION AGREEMENT BY AND BETWEEN CITIGROUP INC. AND LEGG MASON, INC. DATED AS OF JUNE 23, 2005Transaction Agreement • June 29th, 2005 • Legg Mason Inc • Security brokers, dealers & flotation companies • New York
This TRANSACTION AGREEMENT is entered into as of June 23, 2005, by and between Citigroup Inc., a Delaware corporation (“Citigroup”), and Legg Mason, Inc., a Maryland corporation (“Legg Mason”, and together with Citigroup, the “Parties”). Capitalized terms herein have their respective meanings set forth in Annex A hereto.
LETTER AGREEMENTLetter Agreement • November 7th, 2008 • Legg Mason Inc • Investment advice
We refer to (i) Letter of Credit no. 63662891 issued by Citibank, N.A. (“Issuer”) in favor of you dated as of September 23, 2008 (the “Letter of Credit”) for the account of LM Capital Support V, LLC, a Maryland limited liability company and Legg Mason, Inc., a Maryland corporation (collectively, “we” or the “Applicants”) and related to the Securities (as defined below) and (ii) the related Agreement for Standby Letters of Credit dated as of September 18, 2008 among us and Issuer (the “Letter of Credit Agreement”).
