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LEGG MASON, INC.
ARTICLES OF AMENDMENT
THIS IS TO CERTIFY THAT:
FIRST: The Articles of Incorporation of Legg Mason, Inc., a
Maryland corporation (the "Corporation"), are hereby revised by
amending Articles FIFTH, SIXTH and SEVENTH as
follows:
1. The first paragraph of Article FIFTH is amended
to read as follows:
"FIFTH: The aggregate par value of all shares which the
Corporation is authorized to issue is $41,200,000, represented
by 4,000,000 shares of Preferred Stock of the par value of $10
per share and 12,000,000 shares of Common Stock of the par value
of $.10 per share."
2. The first sentence of Article SIXTH is amended to read
as follows:
"SIXTH: The number of directors of the Corporation shall be not
less than six nor more than twenty, the exact number to be fixed
from time to time pursuant to the bylaws of the Corporation."
3. The following paragraph is added to Article SIXTH:
"The following additional provisions shall be applicable to the
Board of Directors:
1. Classification of Directors. Beginning with the Board of
Directors to be elected at the annual meeting of stockholders held
in 1983, directors shall be classified with respect to the time for
which they shall severally hold office by dividing them into three
classes, as nearly equal in number as possible. At such meeting,
separate elections shall be held for the directors of each class,
those of the first class to be elected for a term of one year, those
of the second class to be elected for a term of two years, and those
of the third class to be elected for a term of three years. At each
succeeding annual meeting of stockholders, the successors to the
class of directors whose terms shall expire that year shall be
elected to hold office for a term of three years, so that the term
of office of one class of directors shall expire in each year.
2. Removal of Directors. Any director, any class of directors,
or the entire Board of Directors, may be removed from office by
stockholder vote at any time, with or without assigning any cause,
but only if stockholders entitled to cast at least seventy
percent (70%) of the votes which all
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stockholders would be entitled
to cast at an annual election of directors of such class or classes
of directors shall vote in favor of such removal."
4. Paragraph 4 of Article SEVENTH is amended to read as follows:
"4. Limit on Indemnification. Notwithstanding any contrary provision
of law, unless the bylaws otherwise provide, no indemnification shall
be provided for any officer, director, employee or agent of any
predecessor of the Corporation."
SECOND: The amendments to the Articles of Incorporation of the
Corporation as hereinabove set forth have been duly advised by the
Board of Directors and approved by the Stockholders of the Corporation
as required by law.
THIRD: The total number of shares of all classes of stock which the
Corporation had authority to issue immediately prior to this amendment
was 4,000,000 shares consisting of 3,000,000 shares of Common Stock,
$.10 par value, and 1,000,000 shares of Preferred Stock, $10 par
value. The aggregate par value of all shares of all classes having
a par value was Ten Million, Three Hundred Thousand
Dollars ($10,300,000).
FOURTH: The total number of shares of all classes of stock which the
Corporation has authority to issue, pursuant to the Articles of
Incorporation as hereby amended, is 16,000,000 shares consisting
of 12,000,000 shares of Common Stock, $.10 par value, and 4,000,000
shares of Preferred Stock, $10 par value. The aggregate par value of
all shares of all classes having a par value is Forty-One Million,
Two Hundred Thousand Dollars ($41,200,000).
FIFTH: The description of each class of stock of the Corporation,
as set forth in the original Articles of Incorporation, and as
amended from time to time, including the preferences, conversion and
other rights, voting powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption, has not been
changed by this amendment.
SIXTH: The undersigned President acknowledges these Articles of
Amendment to be the corporate act of said Corporation and with respect
to all matters and facts otherwise required to be verified under oath,
the undersigned President acknowledges that to the best of his
knowledge, information and belief, such matters and facts are
true in all material respects and such statement is made under the
penalties of perjury.
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IN WITNESS WHEREOF, the Corporation has caused these presents to be
signed in its name and on its behalf by its President and attested
to by its Assistant Secretary on this 15th day of July, 1983.
ATTEST: LEGG MASON, INC.
/s/ Suzanne E. Peluso By: /s/ Raymond A. Mason
Suzanne E. Peluso, Raymond A. Mason, President
Assistant Secretary
