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0001193125-05-238387 Sample Contracts

AMENDMENT AGREEMENT
Transaction Agreement • December 7th, 2005 • Legg Mason Inc • Security brokers, dealers & flotation companies • New York

AMENDMENT No. 1 (this “Amendment”), dated as of November 30, 2005, to the Transaction Agreement (the “Original Agreement”), dated 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 used but not defined herein shall have the meanings assigned to such terms in the Original Agreement.

Sample 1

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PRIVATE CLIENT TRANSITION SERVICES AGREEMENT by and between CITIGROUP INC. and LEGG MASON, INC. Dated as of December 1, 2005
Private Client Transition Services Agreement • December 7th, 2005 • Legg Mason Inc • Security brokers, dealers & flotation companies • New York

This PRIVATE CLIENT TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of December 1, 2005 (the “Effective Date”), by and between CITIGROUP INC., a Delaware corporation (“Purchaser”), and LEGG MASON, INC., a Maryland corporation (“Seller,” together with Seller, the “Parties,” and each individually a “Party”).

Sample 1
REGISTRATION AND INVESTOR RIGHTS AGREEMENT by and between Citigroup Inc. and Legg Mason, Inc.
Registration and Investor Rights Agreement • December 7th, 2005 • Legg Mason Inc • Security brokers, dealers & flotation companies • New York

REGISTRATION AND INVESTOR RIGHTS AGREEMENT dated as of December 1, 2005, by and between Legg Mason, Inc., a Maryland corporation (the “Company”), and Citigroup Inc., a Delaware corporation (the “Stockholder”).

Sample 1
CAPITAL MARKETS TRANSITION SERVICES AGREEMENT by and between CITIGROUP INC. and LEGG MASON, INC. Dated as of December 1, 2005
Capital Markets Transition Services Agreement • December 7th, 2005 • Legg Mason Inc • Security brokers, dealers & flotation companies • New York

This CAPITAL MARKETS TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of December 1, 2005 (the “Effective Date”), by and between CITIGROUP INC., a Delaware corporation (“Purchaser”), and LEGG MASON, INC., a Maryland corporation (“Seller,” together with Seller, the “Parties,” and each individually a “Party”).

Sample 1
TRANSITION SERVICES AGREEMENT by and between CITIGROUP INC. and LEGG MASON, INC. Dated as of December 1, 2005
Transition Services Agreement • December 7th, 2005 • Legg Mason Inc • Security brokers, dealers & flotation companies • New York

This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of December 1, 2005 (the “Effective Date”), by and between CITIGROUP INC., a Delaware corporation (“Seller”), and LEGG MASON, INC., a Maryland corporation (“Purchaser,” together with Seller, the “Parties,” and each individually a “Party”).

Sample 1