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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 amended
by deleting the first paragraph of Article Fifth and
inserting in place thereof a new paragraph to read as follows:
"FIFTH: The aggregate par value of all shares which
the Corporation is authorized to issue is $42,000,000, represented
by 4,000,000 shares of Preferred Stock of the par value of $10 per
share and 20,000,000 shares of Common Stock of the par value of
$.10 per share."
SECOND: The amendment to the Articles of Incorporation of the
Corporation as hereinabove set forth has 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 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 was Forty-One Million, Two Hundred
Thousand Dollars ($41,200,000).
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 24,000,000 shares consisting
of 20,000,000 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-Two Million
Dollars ($42,000,000).
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
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that to the best of his knowledge, information and belief, such
mattersand facts are true in all material respects and such statement
is made under the penalties of perjury.
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 Secretary on this 26th day of February, 1987.
ATTEST: LEGG MASON, INC.
/s/ Charles A. Bacigalupo By: /s/ Raymond A. Mason
Charles A. Bacigalupo, Raymond A. Mason,
Secretary President
