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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 $50,000,000, represented
by 4,000,000 shares of Preferred Stock of the par value of $10
per share and 100,000,000 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 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 was Forty-Two Million Dollars ($42,000,000).
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 104,000,000 shares consisting of
100,000,000 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 Fifty
Million Dollars ($50,000,000).
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 the Corporation and with respect
to all matters and facts otherwise required to be
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verified under oath, the undersigned President acknowledges that to
the best of his knowledge, information and belief, these matters and
facts are true in all material respects and that this statement is
made under the penalties for perjury.
IN WITNESS WHEREOF, the Corporation has caused these Articles to be
signed in its name and on its behalf by its President and attested to
by its Assistant Secretary on this 24th day of July, 1996.
ATTEST: LEGG MASON, INC.
/s/ F. James Tennies By: /s/ Raymond A. Mason (SEAL)
F. James Tennies Raymond A. Mason
Assistant Secretary President
