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 AGREEMENTLegg Mason Inc • December 20th, 2004 • Security brokers, dealers & flotation companies • New York
2 3 referred to herein as the "Registration Statement" and the "Prospectus," respectively; provided, however, that a supplement of the Prospectus contemplated by Section 3(a) hereof and any term sheet as contemplated by Rule 434 of the 1933 Act...Legg Mason Inc • February 12th, 1996 • Security brokers, dealers & flotation companies • Maryland
Common StockLegg Mason Inc • March 11th, 2005 • Security brokers, dealers & flotation companies • New York
Agreement ---------Registration Rights Agreement • December 22nd, 2005 • Legg Mason Inc • Security brokers, dealers & flotation companies • New York
LEGG MASON, INC. TO THE BANK OF NEW YORK, AS TRUSTEELegg Mason Inc • February 12th, 1996 • Security brokers, dealers & flotation companies • New York
1 LEGG MASON, INC. (a Maryland corporation) 573,100 Shares of Common Stock PURCHASE AGREEMENT Dated: June 17, 1998 2 Table of ContentsPurchase Agreement • June 22nd, 1998 • Legg Mason Inc • Security brokers, dealers & flotation companies • New York
9,000,000 Shares Common Stock ($0.10 par value)Legg Mason Inc • March 13th, 2006 • 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 • March 22nd, 2016 • 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 J.P. Morgan Securities LLC and Citigroup Global Markets Inc. are acting as representatives (the “Representatives”), $450,000,000 aggregate principal amount of its 4.750% Senior Notes due 2026 (the “Securities”). The Securities will be issued pursuant to an indenture dated as of January 22, 2014 (the “Base Indenture”) between the Company and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by the Fourth Supplemental Indenture thereto to be dated as of March 22, 2016 (the “Supplemental Indenture”). The Base Indenture as supplemented by the Supplemental Indenture is referred to herein as the “Indenture.”
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...Exhibit 1 • March 27th, 2000 • Legg Mason Inc • Security brokers, dealers & flotation companies • Maryland
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”).
BETWEENAgreement • June 29th, 1998 • Legg Mason Inc • Security brokers, dealers & flotation companies • Maryland
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.”
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.
Legg Mason, Inc. Underwriting AgreementUnderwriting Agreement • March 8th, 2016 • 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 Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC are acting as representatives (the “Representatives”), 6.375% Junior Subordinated Notes due 2056 (the “Securities”). The Securities will be issued pursuant to an indenture to be 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 First
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").
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").
EXHIBIT B KEY EMPLOYEE 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 exercise of said...Stock Agreement • July 24th, 1998 • Legg Mason Inc • Security brokers, dealers & flotation companies
LEGG MASON, INC. 2017 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTEquity Incentive Plan • 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.
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
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”).
EXHIBIT A KEY EMPLOYEE PHANTOM STOCK AGREEMENT Payment Option Election Part I. I hereby elect to receive the balance of my Account under the Agreement in the following manner: (check one) a. ____ as the Share Units vest.Legg Mason Inc • July 24th, 1998 • Security brokers, dealers & flotation companies
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.
LEGG MASON, INC. 1996 EQUITY INCENTIVE PLAN PERFORMANCE SHARE UNIT AWARD AGREEMENTEquity Incentive Plan • August 4th, 2017 • 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.
GOLDMAN, SACHS & CO. | ONE NEW YORK PLAZA | NEW YORK, NEW YORK 10004 |TEL: (212) 902-1000Legg Mason Inc • January 18th, 2008 • 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.
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
LEGG MASON, INC., as Issuer and THE BANK OF NEW YORK MELLON, as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of June 26, 2014 to INDENTURE Dated as of January 22, 2014 $250,000,000 2.700% Senior Notes due 2019Indenture • June 26th, 2014 • Legg Mason, Inc. • Investment advice • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of June 26, 2014 (this “Supplemental Indenture”), between LEGG MASON, INC., a Maryland corporation (the “Company”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee under the Indenture referred to below (in such capacity, the “Trustee”).
LEGG MASON, INC., as Issuer and THE BANK OF NEW YORK MELLON, as Trustee SECOND SUPPLEMENTAL INDENTURE DATED AS OF AUGUST 8, 2016 TO INDENTURE DATED AS OF MARCH 14, 2016 5.45% JUNIOR SUBORDINATED NOTES DUE 2056Indenture • August 8th, 2016 • Legg Mason, Inc. • Investment advice • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of August 8, 2016 (this “Supplemental Indenture”), between LEGG MASON, INC., a Maryland corporation (the “Company”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee under the Indenture referred to below (in such capacity, the “Trustee”).
AMENDMENT NO. 6Legg Mason Inc • April 1st, 2009 • Investment advice
AMENDMENT NO. 6 (this "Amendment No. 6") dated as of March 30, 2009 among LEGG MASON, INC. (the "Borrower"), the Lenders executing this Amendment No. 6 on the signature pages hereto and Citibank, N.A., in its capacity as administrative agent (the "Administrative Agent") under the Credit Agreement referred to below.
AGREEMENT AND PLAN OF MERGER among FRANKLIN RESOURCES, INC., ALPHA SUB, INC., and LEGG MASON, INC. Dated as of February 17, 2020Agreement and Plan of Merger • 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”).
RECITALSPledge Agreement • February 14th, 1997 • Legg Mason Inc • Security brokers, dealers & flotation companies • Maryland
JPMorgan Chase Bank, National Association 125 London Wall London EC2Y 5AJLegg Mason Inc • January 18th, 2008 • 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.
DIRECTOR’S SERVICE AGREEMENT LEGG MASON & CO (UK) LIMITED ISSUED April 1, 2015 FOR Ursula SchliesslerService Agreement • May 22nd, 2015 • Legg Mason, Inc. • Investment advice • England and Wales
