Legg Mason, Inc. Watch

from 8-K ~10 pages Fourth Amendment and Waiver Dated as of June 2, 2017 (This “Amendment”), to the Credit Agreement Dated as of December 29, 2015 (As Amended by the First Amendment Dated as of March 31, 2016, the Second Amendment Dated as of September 7, 2016 and the Third Amendment Dated as of March 31, 2017, and as Heretofore Further Amended, the “Credit Agreement”), by and Among Legg Mason, Inc., a Maryland Corporation (The “Borrower”), Each of the Lenders From Time to Time Party Thereto and Citibank, N.A., as Administrative Agent. Whereas, the Borrower Has Requested That Certain Provisions of the Credit Agreement Be Amended or Waived as Set Forth Herein and the Lenders Party Hereto, Constituting the Majority Lenders, Have Agreed So to Amend or Waive Such Provisions of the Credit Agreement; Now, Therefore, in Consideration of the Above Premises and Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Are Hereby Acknowledged, the Borrower and the Lenders Party Hereto Hereby Agree as Follows: Section 1. Defined Terms. Capitalized Terms Used but Not Otherwise Defined Herein (Including in the Preliminary Statements Hereto) Have the Meanings Assigned to Them in the Credit Agreement. Section 2. Amendment. Subject to the Satisfaction of the Conditions Set Forth in Section 5 Below, the Credit Agreement Shall Without Further Action Be Amended as Follows: (A) Section 1.01 of the Credit Agreement Is Hereby Amended by Amending and Replacing the Definition of “Hedging Agreement” Set Forth Therein to Read as Follows

from 8-K 17 pages Third Amendment Dated as of March 31, 2017 (This “Amendment”), to the Credit Agreement Dated as of December 29, 2015 (As Amended by the First Amendment Dated as of March 31, 2016, as Further Amended by the Second Amendment Dated as of September 7, 2016, and as Heretofore Further Amended, the “Credit Agreement”), by and Among Legg Mason, Inc., a Maryland Corporation (The “Borrower”), Each of the Lenders From Time to Time Party Thereto and Citibank, N.A., as Administrative Agent. Whereas, the Borrower Has Requested That the Credit Agreement Be Amended as Set Forth Herein and the Lenders Party Hereto, Constituting the Majority Lenders, Have Agreed So to Amend the Credit Agreement; Now, Therefore, in Consideration of the Above Premises and Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Are Hereby Acknowledged, the Borrower and the Lenders Party Hereto Hereby Agree as Follows: Section 1. Defined Terms. Capitalized Terms Used but Not Otherwise Defined Herein (Including in the Preliminary Statements Hereto) Have the Meanings Assigned to Them in the Credit Agreement. Section 2. Amendment. Subject to the Satisfaction of the Conditions Set Forth in Section 5 Below, the Credit Agreement Shall Without Further Action Be Amended as Follows: (A) the Definition of “Commitment” in Section 1.01 of the Credit Agreement Is Hereby Amended by Adding the Following Sentence After the Ultimate Sentence in the Definition: “The Aggregate Amount of the Lenders’ Commitments as of the Amendment Effective Date (As Defined in the Third Amendment) Is US$500,000,000.” (B) Section 5.03(a) of the Credit Agreement Is Hereby Amended by Replacing Such Section in Its Entirety With the Following Text

from 8-K 7 pages Second Amendment Dated as of September 7, 2016 (This “Amendment”), to the Credit Agreement Dated as of December 29, 2015 (As Heretofore Amended, the “Credit Agreement”), by and Among Legg Mason, Inc., a Maryland Corporation (The “Borrower”), Each of the Lenders From Time to Time Party Thereto and Citibank, N.A., as Administrative Agent. Whereas, the Borrower Has Requested That the Credit Agreement Be Amended as Set Forth Herein and the Lenders Party Hereto, Constituting the Majority Lenders, Have Agreed So to Amend the Credit Agreement; Now, Therefore, in Consideration of the Above Premises and Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Are Hereby Acknowledged, the Borrower and the Lenders Party Hereto Hereby Agree as Follows: Section 1. Defined Terms. Capitalized Terms Used but Not Otherwise Defined Herein (Including in the Preliminary Statements Hereto) Have the Meanings Assigned to Them in the Credit Agreement. Section 2. Amendment. Subject to the Satisfaction of the Conditions Set Forth in Section 4 Below, the Credit Agreement Shall Without Further Action Be Amended as Follows: (A)the Definition of “Consolidated EBITDA” in Section 1.01 of the Credit Agreement Is Hereby Amended as Follows

from SC 13D 12 pages Stock Purchase Agreement

from 8-K 9 pages First Amendment Dated as of March 31, 2016 (This “Amendment”), to the Credit Agreement Dated as of December 29, 2015 (As Heretofore Amended, the “Credit Agreement”), by and Among Legg Mason, Inc., a Maryland Corporation (The “Borrower”), Each of the Lenders From Time to Time Party Thereto and Citibank, N.A., as Administrative Agent. Whereas, the Borrower Has Requested That the Credit Agreement Be Amended as Set Forth Herein and the Lenders Party Hereto, Constituting the Majority Lenders, Have Agreed So to Amend the Credit Agreement; Now, Therefore, in Consideration of the Above Premises and Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Are Hereby Acknowledged, the Borrower and the Lenders Party Hereto Hereby Agree as Follows: Section 1. Defined Terms. Capitalized Terms Used but Not Otherwise Defined Herein (Including in the Preliminary Statements Hereto) Have the Meanings Assigned to Them in the Credit Agreement. Section 2. Amendment. Subject to the Satisfaction of the Conditions Set Forth in Section 4 Below, the Credit Agreement Shall Without Further Action Be Amended as Follows: (A) the Definition of “Consolidated EBITDA” in Section 1.01 of the Credit Agreement Is Hereby Amended as Follows: Removing the Word “And” and Adding a “,” at the End of Clause (E) Thereof, Renumbering the Existing Clause (F) as Clause (G), and Adding the Following as a New Clause (F) Immediately Prior to Clause (G)

from 8-K 39 pages Legg Mason, Inc. 4.750% Senior Notes Due 2026 Underwriting Agreement

from 8-K 42 pages Legg Mason, Inc. 6.375% Junior Subordinated Notes Due 2056 Underwriting Agreement

from S-3ASR 29 pages Legg Mason, Inc. (A Maryland Corporation) % [Senior][ ] Notes Due 20 Underwriting Agreement

from SC 13D/A 3 pages Joint Filing Agreement

from 8-K 40 pages Legg Mason, Inc. 5.625% Senior Notes Due 2044 2.700% Senior Notes Due 2019 3.950% Senior Notes Due 2024 Underwriting Agreement June 23, 2014

from 8-K 40 pages Legg Mason, Inc. 5.625% Senior Notes Due 2044 Underwriting Agreement

from S-4 26 pages Legg Mason, Inc. Dealer Manager Agreement

from 8-K 44 pages Legg Mason, Inc. 20,000,000 Equity Units (Initially Consisting of 20,000,000 Corporate Units) Underwriting Agreement

from 8-K ~50 pages Underwriting Agreement

from S-3 ~20 pages Form of Underwriting Agreement for Equity SEC.

from S-3 ~20 pages Form of Underwriting Agreement for Debt SEC.

from 8-K ~50 pages Purchase Agreement

from S-3 ~20 pages Form of Underwriting Agreement

from 8-A12B/A 1 page Number Common Shares * * Incorporated Under * * the Laws of the State of Maryland Legg Mason, Inc. [Seal] Authorized Capital: Shares Common Stock, Par Value $.__ Shares Preferred Stock, Par Value $ This Certifies That Is the Registered Holder of ( ) Shares of the Common Stock of Legg Mason, Inc. Transferable Only on the Books of the Corporation by the Holder Hereof in Person or by Attorney Upon Surrender of This Certificate Properly Endorsed. in Witness Whereof, the Said Corporation Has Caused This Certificate to Be Signed by Its Duly Authorized Officers and Its Corporate Seal to Be Hereunto Affixed This Day of A.D.__. - Robert F. Price Raymond A. Mason Secretary President [Seal] Shares $.__ Par Value Each <page> for Value Received, Hereby Sell, Assign and Transfer Unto Shares Represented by the Within Certificate and Do Hereby Irrecovably Constitute and Appoint Attorney to Transfer the Said Shares on the Books of the Within Named Corporation With Full Powers of Substitution in the Premises. Dated , A.D. in Presence Of: - Certificate for Shares Legg Mason, Inc. Issued to Dated

from S-3 ~20 pages Exhibit 1 - Underwriting Agreement