Exhibit
4.1


WARRANT
AGREEMENT


Dated as of


May 23,
2012


between


LEGG MASON,
INC.


and


AMERICAN
STOCK TRANSFER & TRUST COMPANY, LLC


as Warrant
Agent


	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 


Warrants
for

Common Stock of

Legg Mason, Inc.


	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 









Table of Contents




	
  

 	
  

 	
  

 	
  

 
	
  

 	
Page

 
	
  

 	
  

 
	
 ARTICLE
 I Definitions

 	
  

 
	
  

 	
  

 
	
 Section 1.01.

 	
  

 	
 Definitions

 	
 1

 
	
 Section 1.02.

 	
  

 	
 Other Definitions

 	
 6

 
	
 Section 1.03.

 	
  

 	
 Rules of Construction

 	
 6

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE
 II Form of Warrant; Beneficial Interests

 	
  

 
	
  

 	
  

 
	
 Section 2.01.

 	
  

 	
 Issuance and Registration

 	
 7

 
	
 Section 2.02.

 	
  

 	
 Warrant Certificates

 	
 8

 
	
 Section 2.03.

 	
  

 	
 Warrant Register

 	
 8

 
	
 Section 2.04.

 	
  

 	
 Transfer and Exchange

 	
 8

 
	
 Section 2.05.

 	
  

 	
 Definitive Warrants

 	
 13

 
	
 Section 2.06.

 	
  

 	
 Replacement Certificates

 	
 14

 
	
 Section 2.07.

 	
  

 	
 Outstanding Warrants

 	
 15

 
	
 Section 2.08.

 	
  

 	
 Cancellation

 	
 15

 
	
 Section 2.09.

 	
  

 	
 CUSIP Numbers

 	
 15

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE
 III Exercise Terms

 	
  

 
	
  

 	
  

 
	
 Section 3.01.

 	
  

 	
 Exercise

 	
 15

 
	
 Section 3.02.

 	
  

 	
 Exercise Period

 	
 15

 
	
 Section 3.03.

 	
  

 	
 Expiration

 	
 16

 
	
 Section 3.04.

 	
  

 	
 Manner of Exercise

 	
 16

 
	
 Section 3.05.

 	
  

 	
 Settlement Upon Exercise
 of Warrants

 	
 17

 
	
 Section 3.06.

 	
  

 	
 Fractional Shares

 	
 18

 
	
 Section 3.07.

 	
  

 	
 Warrant Shares

 	
 18

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE
 IV Adjustment and Notice Provisions

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 4.01.

 	
  

 	
 Adjustments

 	
 19

 
	
 Section 4.02.

 	
  

 	
 Adjustment to Number of
 Warrant Shares

 	
 26

 
	
 Section 4.03.

 	
  

 	
 Reorganizations

 	
 27

 
	
 Section 4.04.

 	
  

 	
 Adjustment to Number of
 Warrant Shares upon a Make-Whole Event

 	
 27

 
	
 Section 4.05.

 	
  

 	
 Stockholder Rights Plans

 	
 29

 
	
 Section 4.06.

 	
  

 	
 Adjustment to Warrant
 Certificate

 	
 29

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE
 V Warrant Agent

 	
  

 
	
  

 	
  

 
	
 Section 5.01.

 	
  

 	
 Appointment of Warrant
 Agent

 	
 30

 
	
 Section 5.02.

 	
  

 	
 Rights and Duties of
 Warrant Agent

 	
 30

 
	
 Section 5.03.

 	
  

 	
 Individual Rights of
 Warrant Agent

 	
 31

 
	
 Section 5.04.

 	
  

 	
 Warrant Agent’s Disclaimer

 	
 31

 


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 Section 5.05.

 	
  

 	
 Compensation and Indemnity

 	
 31

 
	
 Section 5.06.

 	
  

 	
 Successor Warrant Agent

 	
 31

 
	
  

 	
  

 
	
 ARTICLE
 VI Miscellaneous

 	
  

 
	
  

 	
  

 
	
 Section 6.01.

 	
  

 	
 Persons Benefiting

 	
 33

 
	
 Section 6.02.

 	
  

 	
 Rights of Holders

 	
 33

 
	
 Section 6.03.

 	
  

 	
 Amendment

 	
 33

 
	
 Section 6.04.

 	
  

 	
 Notices

 	
 33

 
	
 Section 6.05.

 	
  

 	
 Governing Law

 	
 34

 
	
 Section 6.06.

 	
  

 	
 Successors

 	
 35

 
	
 Section 6.07.

 	
  

 	
 Counterparts

 	
 35

 
	
 Section 6.08.

 	
  

 	
 Severability

 	
 35

 
	
 Section 6.09.

 	
  

 	
 Withholding

 	
 35

 
	
 Section 6.10.

 	
  

 	
 Holder Tax Certification

 	
 35

 


EXHIBIT A Form of
Warrant


-ii-





                    WARRANT
AGREEMENT, dated as of May 23, 2012 (this “Agreement”), between LEGG MASON, INC., a Maryland
corporation (including any successor thereto, the “Company”), and AMERICAN STOCK TRANSFER & TRUST
COMPANY, LLC, a New York limited liability trust company, as Warrant Agent
(including any successor thereto, the “Warrant Agent”).


          WHEREAS,
pursuant to a Note Exchange Agreement dated as of May 16, 2012 among the
Company, KKR I-L Limited (the “KKR Holder”), Credit Suisse International,
HSBC Bank USA, National Association and, for limited purposes, Kohlberg Kravis
Roberts & Co. L.P. (the “Note Exchange Agreement”), the Company is repurchasing
$1,250,000,000 aggregate principal amount of its 2.50% Convertible Senior Notes
due 2015 (the “Notes”);


          WHEREAS,
in consideration of the repurchase of the Notes, the Termination (as defined in
the Note Exchange Agreement) and the amendment of certain agreements that were
entered into when the Notes were issued, the Company desires to issue to the
KKR Holder, Citibank, N.A., Credit Suisse International and HSBC Bank USA,
National Association (collectively, the “Initial
Holders”) 14,204,545 warrants (the “Warrants”) to purchase shares of Common Stock (as
defined below);


          WHEREAS,
in connection with the issuance of the Warrants to the KKR Holder pursuant to
the Note Exchange Agreement, the Company and the KKR Holder are entering into a
Registration Rights Agreement dated as of May 23, 2012; and


          WHEREAS,
the Company desires the Warrant Agent to act on behalf of the Company in
connection with the issuance, registration, transfer, exchange, exercise and
cancellation of the Warrants as provided herein, and the Warrant Agent is
willing to so act.


          Each
party agrees for the benefit of the other party and for the equal and ratable
benefit of the registered holders of the Warrants (the “Holders”):


ARTICLE I



Definitions


          Section
1.01. Definitions. 


          “Affiliate”
means, with respect to any Person, any other Person directly or indirectly
controlling, controlled by or under direct or indirect common control with such
Person. For the purposes of this definition, “control” when used with
respect to any Person means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of such
Person, whether through the ownership of voting securities, by contract or
otherwise; and the terms “controlling”, “controlled by” and “under common
control with” have meanings correlative to the
foregoing. 


          “Board of
Directors” means the Board of Directors of the Company or any
committee thereof duly authorized to act on behalf of such Board. 


-1-





          “Business Day”
means each day which is not a Saturday, a Sunday or a day on which banking
institutions are not required to be open in the State of New York.


          “Capital
Stock” of any Person means any and all shares, interests, rights to
purchase, warrants, options, participations or other equivalents of or
interests in (however designated) equity of such Person, including any
Preferred Stock of such Person, but excluding any debt securities convertible
into such equity.


          “Closing Date”
shall have the meaning set forth in the Note Exchange Agreement.


          “Closing Sale
Price” of any share of Common Stock or any other publicly-traded
equity security on any Trading Day means the closing sale price of such
security (or, if no closing sale price is reported, the average of the closing
bid and closing ask prices or, if more than one in either case, the average of
the average closing bid and the average closing ask prices) on such date as
reported in composite transactions for the principal U.S. securities exchange
on which the shares of Common Stock or other security are traded. If the shares
of Common Stock or other security are not listed on a U.S. national or regional
securities exchange, the “Closing Sale Price” shall be determined by a
nationally recognized securities dealer retained by the Company for that
purpose. The “Closing Sale Price” shall be determined without reference to
extended or after hours trading.


          “Common Stock”
means shares of the class designated as common stock of the Company at the date
of this Warrant Agreement (namely, common stock, par value $0.10) or shares of
any class or classes resulting from any reclassification or reclassifications
thereof and which have no preference in respect of dividends or of amounts
payable in the event of any voluntary or involuntary liquidation, dissolution
or winding up of the Company.


          “Daily Cash
Amount” means for each Warrant, for each of the 20 Trading Days
during the Observation Period, to the extent the Exercise Value exceeds the
Exercise Price, an amount of cash equal to 1/20th of such excess.


          “Daily Share
Amount” means for each Warrant, for each of the 20 Trading Days
during the Observation Period, to the extent the Exercise Value exceeds the
Exercise Price on such Trading Day, a number of shares of Common Stock equal to
1/20th of (A) such excess, divided by (B) the VWAP of the Common
Stock for such Trading Day.


          “Definitive
Warrant” means any certificated Warrant in registered form that is
not deposited with the Depository or with the Warrant Agent as the Warrant
Custodian.


          “Depository”
means The Depository Trust Company, its nominees and their respective
successors.


          “Exercise
Value” means, for any Trading Day during the Observation Period, (i)
the Number of Warrant Shares as of such Trading Day, multiplied by (ii) the VWAP
of the Common Stock (or any publicly-traded equity securities into which the
Common Stock has been converted in connection with any Reorganization) on such
Trading Day. For the purposes of determining the Exercise Value of any
Reference Property, the following provisions shall apply:


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          (a)
if the Reference Property includes publicly-traded equity securities for which
the price can be determined as contemplated by the definition of “VWAP,” then
the value of such securities shall be determined in accordance with such
definition; 


          (b)
if the Reference Property includes cash, then the value of such cash shall be
the amount thereof; and


          (c)
if the Reference Property includes any other property, then the value of such
property shall be the Fair Market Value of such property as determined by the
Board of Directors in good faith.


          “Exchange Act”
means the U.S. Securities Exchange Act of 1934 and the rules and regulations
promulgated thereunder, as they may be amended from time to time.


          “Ex-Date”
means, for any issuance or distribution, the first date on which the shares of
Common Stock trade regular way on the relevant exchange or in the relevant
market from which the Closing Sale Price was obtained without the right to
receive such issuance or distribution.


          “Fair Market
Value” means the amount which a willing buyer would pay a willing
seller in an arm’s-length transaction.


          “Indebtedness”
means, with respect to any Person, all indebtedness of such Person for borrowed
money.


          “Initial
Dividend Threshold” means $0.24 per share of Common Stock.


          “Issue Date”
means the date on which the Warrants are initially issued.


          “Make Whole
Event” means the occurrence of any of the following after the
Closing Date:


          (a)
the consummation of any transaction (including, without limitation, any merger
or consolidation) the result of which is that any “person” or “group” becomes
the “beneficial owner” (as these terms are defined in Rule 13d-3 and Rule 13d-5
under the Exchange Act), directly or indirectly, of more than 50% of the
Company’s Capital Stock that is at the time entitled to vote by the holder
thereof in the election of the Board of Directors (or comparable body); or


          (b)
any transaction or event or any series of transactions or events (whether by
means of an exchange offer, liquidation, tender offer, consolidation, merger,
combination, reclassification, recapitalization, asset sale, lease of assets or
otherwise) in connection with which all or substantially all of the Common
Stock is exchanged for, converted into, acquired for or constitutes solely the
right to receive stock, other securities or other property, assets or cash,
other than any merger primarily for the purpose of changing the Company’s
jurisdiction of incorporation and resulting in a reclassification, conversion
or exchange of outstanding shares of Common Stock solely into shares of common
stock of the surviving entity; or


-3-





          (c)
the termination of trading of the Common Stock, which will be deemed to have
occurred if, for 30 consecutive Trading Days, the Common Stock or other common
stock into which the Warrants are exercisable is not listed for trading on a
U.S. national securities exchange or approved for quotation and trading on a
national automated inter-dealer quotation system.


          However,
a “Make Whole Event” will be deemed not to have occurred if at least 90% of the
consideration in the transaction or transactions (other than cash payments for
fractional shares and cash payments made in respect of dissenters’ appraisal
rights) which otherwise would constitute a “Make Whole Event” under clause (b)
above consists of shares of common stock traded or to be traded immediately
following such transaction on a U.S. national securities exchange or national
automated inter-dealer quotation system and, as a result of the transaction or
transactions, the Warrants become exercisable for such common stock and other
consideration, subject to the provisions set forth in Section 4.03.


          “Market
Disruption Event” means, for any Scheduled Trading Day for the
Common Stock (i) a failure by the primary United States national or regional
securities exchange or market on which the Common Stock is listed or admitted
to trading to open for trading during its regular trading session on such
Scheduled Trading Day, or (ii) the occurrence or existence for more than a
one-half-hour period in the aggregate on such Scheduled Trading Day of any
suspension or limitation imposed on trading (by reason of movements in price
exceeding limits permitted by the relevant stock exchange or otherwise) in the
Common Stock or in any options, contracts or futures contracts relating to the
Common Stock, and such suspension or limitation occurs or exists at any time
before 1:00 p.m., New York time, on such Scheduled Trading Day.


          “Number of
Warrant Shares” per Warrant means one share of Common Stock, subject
to adjustment pursuant to the terms of this Agreement.


          “Observation
Period” means the 20 consecutive Trading Day period beginning on the
third Scheduled Trading Day following the related Exercise Date.


          “Officer”
means the Chairman of the Board, the Chief Executive Officer, the Chief
Financial Officer, the President, any Vice President, the Treasurer, any
Assistant Treasurer, the Secretary or any Assistant Secretary of the Company.


          “Officers’
Certificate” means a certificate signed by an Officer.


          “Person”
means any individual, corporation, partnership, limited liability company,
joint venture, association, joint-stock company, trust, unincorporated
association or organization, government or any agency or political subdivision
thereof or any other entity. 


          “Preferred
Stock,” as applied to the Capital Stock of any Person, means Capital
Stock of any class or classes (however designated) that is preferred as to the
payment of dividends, or as to the distribution of assets upon any voluntary or
involuntary liquidation or dissolution of such Person, over shares of Capital
Stock of any other class of such Person.


          “Scheduled
Trading Day” means a day that is scheduled to be a Trading Day on
the primary U.S. national or regional securities exchange or market on which
the Common Stock is listed or, if the Common Stock is not listed on a U.S.
national or regional securities exchange, on 


-4-





the principal other market
on which the Common Stock is then traded or, if the Common Stock is not so
traded, a Business Day.


          “SEC”
means the U.S. Securities and Exchange Commission.


          “Securities
Act” means the U.S. Securities Act of 1933 and the rules and
regulations promulgated thereunder, as they may be amended from time to time.


          “Settlement
Method” means, with respect to any exercise of Warrants, Net Share
Settlement or Cash Settlement, as elected (or deemed to have been elected) by
the Company.


          “Subsidiary”
of any Person means any corporation, association, partnership or other business
entity of which more than 50% of the total voting power of shares of Capital
Stock or other interests (including partnership interests) entitled (without
regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is at the time owned or controlled,
directly or indirectly, by (i) such Person, (ii) such Person and one or more
Subsidiaries of such Person or (iii) one or more Subsidiaries of such Person.


          “Trading Day”
means a day during which (i) there is no Market Disruption Event and (ii) the
principal U.S. national or regional securities exchange on which the Common
Stock is then listed or, if the Common Stock is not listed on a U.S. national
or regional securities exchange, the principal other market on which the Common
Stock is then traded, is open for trading. If the Common Stock (or other
security for which a Closing Sale Price must be determined) is not listed or
traded, “Trading Day” means a “Business Day.”


          “VWAP”
per share of the Common Stock on any Trading Day means the per share
volume-weighted average price as displayed under the heading “Bloomberg VWAP”
on Bloomberg page LM.N <Equity> VWAP (or any successor thereto) in
respect of the period from the scheduled open of trading until the scheduled
close of trading of the primary trading session on such Trading Day or,
with respect to any other publicly-traded equity security, “VWAP” per share of
such publicly-traded equity security on any Trading Day means the per share
volume-weighted average price as displayed on Bloomberg (or any successor
service) in respect of the period
from the scheduled open of trading until the scheduled close of trading of the
primary trading session on such Trading Day (or, in either case, if such volume-weighted average price is
unavailable, the market value per share of Common Stock or such publicly-traded
equity security on such Trading Day, as
determined by a nationally recognized investment banking firm retained for this
purpose by the Company using a volume-weighted method).


          “Warrant
Certificate” means any Global Warrant or Definitive Warrant issued
by the Company under this Agreement.


          “Warrant
Custodian” means the custodian with respect to a Global Warrant (as
appointed by the Depository) or any successor Person thereto.


-5-





          Section
1.02. Other Definitions.


	
  

 	
  

 	
  

 
	
 Term

 	
  

 	
 Defined
 in Section

 
	

 


 	

 


 	

 


 
	
 Additional Shares

 	
  

 	
 4.04(a)

 
	
 Adjustment Event

 	
  

 	
 4.01(l)

 
	
 Agent Members

 	
  

 	
 2.01(c)

 
	
 Agreement

 	
  

 	
 Recitals

 
	
 Cash Settlement

 	
  

 	
 3.05(a)

 
	
 Company

 	
  

 	
 Recitals

 
	
 Determination Date

 	
  

 	
 4.01(l)

 
	
 Distributed Assets

 	
  

 	
 4.01(c)

 
	
 DTC

 	
  

 	
 Exhibit A

 
	
 Effective Date

 	
  

 	
 4.04(a)

 
	
 Exercise Date

 	
  

 	
 3.04(a)

 
	
 Exercise Price

 	
  

 	
 3.01

 
	
 Expiration Date

 	
  

 	
 3.02

 
	
 Global Warrant

 	
  

 	
 2.01(a)

 
	
 Holders

 	
  

 	
 Recitals

 
	
 Initial Holders

 	
  

 	
 Recitals

 
	
 KKR Holder

 	
  

 	
 Recitals

 
	
 Make Whole Termination Date

 	
  

 	
 4.04(e)

 
	
 Net Share Settlement

 	
  

 	
 3.05(a)

 
	
 Note Exchange Agreement

 	
  

 	
 Recitals

 
	
 Notes

 	
  

 	
 Recitals

 
	
 Notice of Exercise

 	
  

 	
 3.04(a)

 
	
 Reference Period

 	
  

 	
 4.01(c)

 
	
 Reference Property

 	
  

 	
 4.03(a)

 
	
 Reorganization

 	
  

 	
 4.03(a)

 
	
 Resale Restriction Termination Date

 	
  

 	
 2.04(c)

 
	
 Restricted Securities

 	
  

 	
 2.04(c)

 
	
 Settlement Notice

 	
  

 	
 3.05(d)

 
	
 Spin-Off

 	
  

 	
 4.01(c)

 
	
 Stock Price

 	
  

 	
 4.04(a)

 
	
 Stock Transfer Agent

 	
  

 	
 3.05(b)

 
	
 Transfer

 	
  

 	
 2.04(c)

 
	
 Unit of Reference Property

 	
  

 	
 4.03(a)

 
	
 Valuation Period

 	
  

 	
 4.01(c)

 
	
 Warrant Agent

 	
  

 	
 Recitals

 
	
 Warrant Register

 	
  

 	
 2.03

 
	
 Warrants

 	
  

 	
 Recitals

 



          Section
1.03. Rules of Construction. Unless the text or context otherwise
requires:


	
  

 	
  

 
	
  

 	
           
 (i) a defined term has the meaning assigned to it herein;

 


-6-









	
  

 	
  

 
	
  

 	
           (ii)
 an accounting term not otherwise defined has the meaning assigned to it in
 accordance with U.S. generally accepted accounting principles as in effect
 from time to time;

 
	
  

 	
  

 
	
  

 	
           (iii)
 “including” means including, without limitation; 

 
	
  

 	
  

 
	
  

 	
           (iv)
 words in the singular include the plural and words in the plural include the
 singular; 

 
	
  

 	
  

 
	
  

 	
           (v)
 references to any statute, rule, standard, regulation or other law include a
 reference to (x) the corresponding rules and regulations and (y) each of them
 as amended, modified, supplemented, consolidated, replaced or rewritten from time
 to time; and

 
	
  

 	
  

 
	
  

 	
           (vi)
 headings to Articles and Sections in this Agreement are inserted for
 convenience of reference only, and are not intended to be a part of or to
 affect the meaning or interpretation of this Agreement. 

 


ARTICLE II



Form of Warrant; Beneficial Interests


          Section
2.01. Issuance and Registration.


                    (a)
Warrants. Unless otherwise agreed by the Company and the Holders of the
Warrants, the Warrants shall initially be represented by one or more permanent
Global Warrants, in fully registered form with the global securities legend set
forth in Exhibit A hereto (each, a “Global
Warrant”).Any such Global Warrant shall be deposited
on behalf of the relevant Holders with the Warrant Agent, as custodian for the
Depository (or with such other custodian as the Depository may direct),
registered in the name of the Depository or a nominee of the Depository, and
duly executed by the Company and countersigned by the Warrant Agent as hereinafter
provided.


                    (b)
Definitive Warrants. Unless otherwise agreed by the Company, Holders of
Warrants or holders of beneficial interests in any Global Warrant will not be
entitled to physical delivery of Definitive Warrants (except as provided in
Section 2.05).


                    (c)
Procedures for Global Warrants. This Section 2.01(c) shall apply only to
any Global Warrant deposited with or on behalf of the Depository. 


	
  

 	
  

 
	
  

 	
           (i)
 If any Warrants are to be represented by a Global Warrant, the Company shall
 execute and the Warrant Agent shall, in accordance with Section 2.02,
 countersign and deliver initially one or more Global Warrants that
 (a) shall be registered in the name of the Depository for such Global
 Warrant or Global Warrants or of the nominee of the Depository and (b) shall
 be delivered by the Warrant Agent to the Depository or pursuant to the
 Depository’s instructions or
 held by the Warrant Agent as custodian for the Depository. The Depositary
 shall be a clearing agency registered under the Exchange Act.

 


-7-









	
  

 	
  

 
	
  

 	
           (ii)
 Members of, or participants in, the Depository (“Agent Members”)
 shall have no rights under this Agreement with respect to any Global Warrant
 held on their behalf by the Depository or by the Warrant Agent as the custodian
 of the Depository or under such Global Warrant, and the Company, the Warrant
 Agent and any agent of the Company or the Warrant Agent may treat the Depository
 as the absolute owner of such Global Warrant for all purposes whatsoever. Notwithstanding
 the foregoing, nothing herein shall prevent the Company, the Warrant Agent or
 any agent of the Company or the Warrant Agent from giving effect to any written
 certification, proxy or other authorization furnished by the Depository, or
 impair, as between the Depository and its Agent Members, the operation of
 customary practices of the Depository governing the exercise of the rights of
 a holder of a beneficial interest in any Global Warrant.

 



          Section
2.02. Warrant Certificates. At least one Officer shall sign the Warrant
Certificates for the Company by manual or facsimile signature.


                    (a)
If an Officer whose signature is on a Warrant Certificate no longer holds that
office at the time the Warrant Agent countersigns the Warrant Certificate, the
Warrants evidenced by such Warrant Certificate shall be valid nevertheless.


                    (b)
The Warrants shall not be valid until countersigned by the Warrant Agent and
registered on the Warrant Register.


          Section
2.03. Warrant Register. The Warrants shall be issued in registered form
only. The Warrant Agent shall keep a register (the “Warrant Register”)
of the Warrants (and Warrant Certificates) and of their transfer and exchange.
The Warrant Register shall show the names and addresses of the respective Holders
and the date and number of Warrants owned by such Holders (as evidenced on the
face of each of the Warrant Certificates). The Holder of any Global Warrant will
be the Depository or a nominee in whose name the Global Warrant is registered. 


                    The
Company and the Warrant Agent may deem and treat the Person in whose name
Warrants are registered in the Warrant Register as the absolute owner of such
Warrants for all purposes and regardless of any notice to the contrary.


          Section
2.04. Transfer and Exchange.


	
  

 	
  

 
	
  

 	
 (a) Transfer and
 Exchange of Warrants.

 
	
  

 	
  

 
	
  

 	
           (i)
 The transfer and exchange of Warrants or beneficial interests therein shall
 be effected through the Warrant Agent’s book-entry procedures and, in the
 case of any Global Warrants, the Depository, in each case in accordance with
 this Agreement and the procedures of the Warrant Agent and, as applicable,
 the Depository therefor.

 
	
  

 	
  

 
	
  

 	
           (ii)
 Except as set forth in Section 2.04(a)(iii), a Global Warrant may only be transferred
 as a whole, and not in part, and only by (x) the Depository to a nominee of
 the Depository, (y) a nominee of the Depository to the Depository or  

 


-8-









	
  

 	
  

 
	
  

 	
 another
 nominee of the Depository or (z) the Depository or
 any such nominee to a successor Depository or its nominee.

 
	
  

 	
  

 
	
  

 	
           (iii)
 In the event that a Global Warrant is exchanged and transferred for
 Definitive Warrants pursuant to Section 2.05, such Warrants may be exchanged only in
 accordance with such procedures as are substantially consistent with the
 provisions of this Section 2.04 and such other procedures as may from time to
 time be adopted by the Company.

 
	
  

 	
  

 
	
  

 	
           (iv)
 The Warrant Agent shall register the transfer, from time to time, of any
 Definitive Warrant upon the Warrant Register, upon surrender of such Warrant
 for transfer, properly endorsed with signatures properly guaranteed and
 accompanied by the appropriate instructions for transfer. Upon any such
 transfer, one or more new Definitive Warrants representing an equal aggregate
 number of Definitive Warrants shall be issued and the transferred certificate
 shall be cancelled.

 
	
  

 	
  

 
	
  

 	
           (v)
 In the event that a Definitive Warrant is exchanged for Global Warrants, the
 Company shall execute and the Warrant Agent shall, in accordance with Section
 2.02, countersign and deliver one or more Global Warrants representing such
 Warrants that (A) shall be registered in the name of the Depository for such
 Global Warrant or Global Warrants or of the nominee of the Depository, and
 (B) shall be delivered by the Warrant Agent to the Depository or pursuant to
 the Depository’s instructions or held by the Warrant Agent as custodian for
 the Depository, and the exchanged Warrant Certificate shall be cancelled.

 
	
  

 	
  

 
	
                     (b)
 Cancellation or Adjustment of Global Warrant. At such time as all
 beneficial interests in a Global Warrant have been exchanged for Definitive
 Warrants, exercised, repurchased or canceled, such Global Warrant shall be
 returned by the Warrant Agent to the Depository for cancellation or retained
 and canceled by the Warrant Agent. At any time prior to such cancellation, if
 any beneficial interest in a Global Warrant is exchanged for Definitive
 Warrants, exercised, repurchased or canceled, the number of Warrants
 represented by such Global Warrant shall be reduced and an adjustment shall
 be made on the books and records of the Warrant Agent (if it is then the
 Warrant Custodian for such Global Warrant) with respect to such Global
 Warrant, by the Warrant Agent, to reflect such reduction.

 


-9-









	
  

 	
  

 
	
                     (c)
 Every Warrant that bears or is required under this Section 2.04(c) to bear
 the legend set forth in this Section 2.04(c) (together with any Common Stock
 issued upon exercise of the Warrants and required to bear the legend set
 forth in Section 2.04(d), collectively, the “Restricted Securities”) shall be subject to the restrictions on
 transfer set forth in this Section 2.04(c) (including the legend set forth
 below), unless such restrictions on transfer shall be eliminated or otherwise
 waived by written consent of the Company, and the Holder of each such
 Restricted Security, by such Holder’s acceptance thereof, agrees to be bound
 by all such restrictions on transfer. As used in this Section 2.04(c) and
 Section 2.04(d), the term “transfer” encompasses any sale, pledge, transfer or
 other disposition whatsoever of any Restricted Security.

 



          Until
the date (the “Resale Restriction Termination Date”)
that is the later of (1) the date that is one year after the Issue Date, or
such shorter period of time as permitted by Rule 144 under the Securities Act
or any successor provision thereto, and (2) such later date, if any, as may be
required by applicable law, any certificate evidencing such Warrant (and all
securities issued in exchange therefor or substitution thereof, other than
Common Stock, if any, issued upon exercise thereof which shall bear the legend
set forth in Section 2.04(d), if
applicable) shall bear a legend in substantially the following form (unless (i)
such Warrants have been transferred pursuant to a registration statement that
has become or been declared effective under the Securities Act and that
continues to be effective at the time of such transfer, or sold pursuant to the
exemption from registration provided by Rule 144 or any similar provision then
in force under the Securities Act, or (ii) otherwise agreed by the Company in
writing, with notice thereof to the Warrant Agent):


          THIS
SECURITY AND THE COMMON STOCK, IF ANY, ISSUABLE UPON EXERCISE OF THIS SECURITY
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS
ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:


	
  

 	
  

 	
  

 
	
  

 	
           (1)
 REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED
 INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES
 ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH
 ACCOUNT; AND

 
	
  

 	
  

 	
  

 
	
  

 	
           (2)
 AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR
 OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO
 THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE ISSUE DATE HEREOF OR
 SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT
 OR ANY SUCCESSOR PROVISION THERETO, AND (Y) SUCH LATER DATE, IF ANY, AS MAY
 BE REQUIRED BY APPLICABLE LAW, EXCEPT:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (A)
 TO LEGG MASON, INC. (THE “COMPANY”) OR ANY SUBSIDIARY THEREOF; OR

 


-10-









	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (B)
 PURSUANT TO A REGISTRATION STATEMENT THAT HAS BECOME EFFECTIVE UNDER THE
 SECURITIES ACT; OR

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (C)
 TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE
 SECURITIES ACT; OR

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (D)
 PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
 SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
 REQUIREMENTS OF THE SECURITIES ACT.

 



          PRIOR
TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(D) ABOVE, THE
COMPANY AND THE WARRANT AGENT RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH
LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED
IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE
WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION
IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.


          No
transfer of any Warrant prior to the Resale Restriction Termination Date will
be registered by the Warrant Agent unless the applicable box on the Form of
Assignment and Transfer has been checked.


          Any
Warrant (or security issued in exchange or substitution therefor) as to which such
restrictions on transfer shall have expired in accordance with their terms may,
upon surrender of such Warrant for exchange to the Warrant Agent in accordance
with the provisions of this Section
2.04, be exchanged for a new Warrant or Warrants, of like tenor and
aggregate number of Warrants, which shall not bear the restrictive legend
required by this Section 2.04(c).
The Company shall be entitled to instruct the Warrant Agent in writing to so
surrender any Global Warrant as to which such restrictions on transfer shall
have expired in accordance with their terms for exchange, and, upon such
instruction, the Warrant Agent shall so surrender such Global Warrant for
exchange; and any new Global Warrant so exchanged therefor shall not bear the
restrictive legend specified in this Section
2.04(c) and shall not be assigned a restricted CUSIP number. The Company
shall promptly notify the Warrant Agent upon the occurrence of the Resale
Restriction Termination Date and promptly after a registration statement, if any,
with respect to the Warrants or any Common Stock issued upon exercise of the
Warrants has been declared effective under the Securities Act.


                    (d)
Until the Resale Restriction Termination Date, any stock certificate
representing Common Stock issued upon exercise of a Warrant shall bear a legend
in substantially the following form (unless (i) such Common Stock has been
transferred pursuant to a registration statement that has become or been
declared effective under the Securities Act and that continues to be effective
at the time of such transfer, or pursuant to the exemption from registration
provided by Rule 144 or any similar provision then in force under the
Securities Act, (ii) such Common Stock has been issued upon exercise of Warrants
that have been transferred pursuant to a registration statement that has become
or been declared effective under the 


-11-





Securities Act and that
continues to be effective at the time of such transfer, or pursuant to the
exemption from registration provided by Rule 144 or any similar provision then
in force under the Securities Act, or (iii) otherwise agreed by the Company
with written notice thereof to the Warrant Agent and any transfer agent for the
Common Stock):


          THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES
ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS
ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:


	
  

 	
  

 	
  

 
	
  

 	
           (1)
 REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED
 INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES
 ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH
 SUCH ACCOUNT; AND 

 
	
  

 	
  

 	
  

 
	
  

 	
           (2)
 AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR
 OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO
 THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE ISSUE DATE OF THE
 WARRANTS UPON THE EXERCISE OF WHICH THIS SECURITY WAS ISSUED OR SUCH SHORTER
 PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY
 SUCCESSOR PROVISION THERETO AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE
 REQUIRED BY APPLICABLE LAW, EXCEPT:

 
	
  

 	
  

 
	
  

 	
  

 	
           (A)
 TO LEGG MASON, INC. (THE “COMPANY”) OR ANY SUBSIDIARY THEREOF; OR

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (B)
 PURSUANT TO A REGISTRATION STATEMENT THAT HAS BECOME EFFECTIVE UNDER THE
 SECURITIES ACT; OR

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (C)
 TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE
 SECURITIES ACT; OR 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (D)
 PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
 SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
 REQUIREMENTS OF THE SECURITIES ACT.

 



          PRIOR
TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(D) ABOVE, THE
COMPANY AND THE TRANSFER AGENT FOR THE COMMON STOCK RESERVE THE RIGHT TO
REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS
MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS
BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE
SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.


-12-





Any such Common Stock as to
which such restrictions on transfer shall have expired in accordance with their
terms may, upon surrender of the certificates representing such shares of
Common Stock for exchange in accordance with the procedures of the transfer
agent for the Common Stock, be exchanged for a new certificate or certificates
for a like aggregate number of shares of Common Stock, which shall not bear the
restrictive legend required by this Section 2.04(d).


	
  

 	
  

 
	
  

 	
 (e) Obligations with
 Respect to Transfers and Exchanges of Warrants.

 
	
  

 	
  

 
	
  

 	
           (i)
 To permit registrations of transfers and exchanges, the Company shall execute
 and the Warrant Agent shall countersign, by either manual or facsimile
 signature, any Global Warrants and Definitive Warrants, if applicable, as
 required pursuant to the provisions of Section 2.02 and this Section 2.04.

 
	
  

 	
  

 
	
  

 	
           (ii)
 No service charge shall be made for any registration of transfer or exchange.
 Any transfer tax, assessments, or similar governmental charge payable in
 connection with any registration of transfer or exchange shall be paid by the
 Holder.

 
	
  

 	
  

 
	
  

 	
           (iii)
 Prior to the due presentation for registration of transfer of any Warrant,
 the Company and the Warrant Agent may deem and treat the Person in whose name
 Warrants are registered as the absolute owner of such Warrants, and neither
 the Company nor the Warrant Agent shall be affected by notice to the
 contrary.

 
	
  

 	
  

 
	
  

 	
           (iv)
 All Warrants issued upon any transfer or exchange pursuant to the terms of
 this Agreement shall be valid obligations of the Company, entitled to the
 same benefits under this Agreement as the Warrants surrendered upon such
 transfer or exchange.

 
	
  

 	
  

 
	
                     (f)
 No Obligation of the Warrant Agent. The Warrant Agent shall have no
 responsibility or obligation to any beneficial owner of a Global Warrant, an
 Agent Member or other Person with respect to the accuracy of the records of
 the Depository or its nominee or of any participant or member thereof, with
 respect to any ownership interest in the Warrants or with respect to the
 delivery to any participant, member, beneficial owner or other Person (other
 than the Depository) of any notice, or the payment of any amount, under or
 with respect to such Warrants. All notices and communications to be given to
 the Holders and all payments or deliveries to be made to Holders under the
 Warrants shall be given or made only to or upon the order of the registered
 Holders (which shall be the Depository or its nominee in the case of a Global
 Warrant). The rights of beneficial owners in any Global Warrant shall be
 exercised only through the Depository subject to the applicable rules and
 procedures of the Depository. The Warrant Agent may rely and shall be fully
 protected in relying upon information furnished by the Depository with
 respect to its members, participants and any beneficial owners.

 



          Section
2.05. Definitive Warrants.


                    (a)
Subject to Section 2.05(e), beneficial interests in a Global Warrant deposited
with the Depository or with the Warrant Agent as custodian shall be transferred
to the 


-13-





beneficial owners thereof in
the form of Definitive Warrants in a number equal to the number of Warrants
represented by such Global Warrant, in exchange for such Global Warrant, only
if such transfer complies with Section 2.04 and the Depository notifies the
Company that it is unwilling or unable to continue as depositary for such
Global Warrant or if at any time the Depository ceases to be a “clearing agency” registered under the Exchange Act
and, in each such case, a successor depositary is not appointed by the Company
within 90 days of such notice.


                    (b)
Any Global Warrant that is transferable to the beneficial owners thereof
pursuant to this Section 2.05 shall be surrendered by the Depository to the
Warrant Agent, to be so transferred, in whole or from time to time in part,
without charge, and the Warrant Agent shall countersign, by either manual or
facsimile signature, and deliver to each beneficial owner in the name of such
beneficial owner, upon such transfer of each portion of such Global Warrant,
Definitive Warrants evidencing a number of Warrants equivalent to such
beneficial owner’s beneficial interest in the Global Warrant. The Warrant Agent
shall register such transfer in the Warrant Register, and upon such transfer
the surrendered Global Warrant shall be cancelled by the Warrant Agent. 


                    (c)
Subject to the provisions of Section 2.05(b), the registered Holder of a Global
Warrant may grant proxies and otherwise authorize any Person, including Agent
Members and Persons that may hold interests through Agent Members, to take any
action that a Holder is entitled to take under this Agreement or the Warrants.


                    (d)
In the event of the occurrence of the events specified in Section 2.05(a), the
Company will promptly make available to the Warrant Agent a reasonable supply
of Definitive Warrants in definitive, fully registered form.


                    (e)
The Depository shall notify the Warrant Agent of the names and the amounts in
which the Definitive Warrants will be issued. Neither the Company nor the
Warrant Agent will be liable or responsible for any names or any amounts provided
by the Depository.


                    (f)
Notwithstanding the foregoing, in lieu of issuing a Definitive Warrant to any
Person, the Warrant Agent may, upon the Company’s instruction, register
Warrants in the name of such Person through the Company’s direct registration
system or the Warrant Agent’s other book-entry procedures.


          Section
2.06. Replacement Certificates. If a mutilated Warrant Certificate is
surrendered to the Warrant Agent or if the Holder of a Warrant Certificate
provides proof reasonably satisfactory to the Company and the Warrant Agent
that the Warrant Certificate has been lost, destroyed or wrongfully taken, the
Company shall issue and the Warrant Agent shall countersign a replacement
Warrant Certificate of like tenor and representing an equivalent number of
Warrants, if the reasonable requirements of the Warrant Agent are met. Such
Holder shall furnish an indemnity bond sufficient in the judgment of the
Company and the Warrant Agent to protect the Company and the Warrant Agent from
any loss that either of them may suffer if a Warrant Certificate is replaced.
The Company and the Warrant Agent may charge the Holder for their expenses in
replacing a Warrant Certificate. Every replacement Warrant Certificate
evidences an additional obligation of the Company.


-14-





          Section
2.07. Outstanding Warrants. Warrants outstanding at any time are all
Warrants evidenced as outstanding in the Warrant Register (which, in the case
of Warrants represented by a Warrant Certificate, shall include all Warrant
Certificates authenticated by the Warrant Agent excluding those canceled by it
and those delivered to it for cancellation). A Warrant does not cease to be
outstanding because the Company or an Affiliate of the Company holds the Warrant.


          If
a Warrant Certificate is replaced pursuant to Section 2.06, the Warrants
evidenced thereby cease to be outstanding unless the Warrant Agent and the
Company receive proof satisfactory to them that the replaced Warrant
Certificate is held by a bona fide purchaser.


          Any
Warrant or Common Stock issued upon the exercise of a Warrant that is
repurchased or owned by the Company or any Affiliate thereof may not be resold
by the Company or such Affiliate unless registered under the Securities Act or
resold pursuant to an exemption from the registration requirements of the
Securities Act in a transaction that results in such Warrants or Common Stock,
as the case may be, no longer being “restricted securities” (as defined under
Rule 144 under the Securities Act).


          Section
2.08. Cancellation. If the Company shall purchase or otherwise acquire
Definitive Warrants, the Company may, at its option, deliver the same to the
Warrant Agent for cancellation.


                    The
Warrant Agent and no one else shall cancel all Warrant Certificates surrendered
for transfer, exchange, replacement, exercise or cancellation. The Company may
not issue new Warrant Certificates to replace Warrant Certificates to the
extent they evidence Warrants that have been exercised or Warrants that the
Company has cancelled.


          Section
2.09. CUSIP Numbers. 


                    The
Company may assign “CUSIP” numbers (if then generally in use)
in connection with the issuance of the Warrants and the Warrant Agent may use
such “CUSIP” numbers in notices as a convenience
to Holders; provided,
however, that any such notice shall state that no representation is
made as to the correctness of such numbers either as printed on the Warrant
Certificates or as contained in any notice and that reliance may be placed only
on the other identification numbers printed on the Warrant Certificates.


ARTICLE III



Exercise Terms


          Section
3.01. Exercise. Each Warrant shall entitle the Holder thereof to
purchase the Number of Warrant Shares at an exercise price of $88.00 per share
(as such exercise price may be adjusted pursuant to Article IV, the “Exercise
Price”).


          Section
3.02. Exercise Period. Subject to the terms and conditions set forth
herein, the Warrants shall be exercisable at any time and from time to time on
or after the Issue Date; provided that no Warrant shall be exercisable after
5:00 p.m., New York time, on July 15, 2017 (the “Expiration Date”).


-15-





          Section
3.03. Expiration. A Warrant shall terminate and become void as of the
earlier of (i) the Expiration Date or (ii) the date such Warrant is
exercised or deemed exercised pursuant to Section 3.04(b).


          Section
3.04. Manner of Exercise. 


                    (a)
Subject to Section 3.02, Warrants may be exercised by a Holder in full or in
part by taking the actions described in (i) or (ii) below, as appropriate, not
later than 5:00 p.m., New York time, on any Business Day (the “Exercise
Date”).


	
  

 	
  

 
	
  

 	
           (i)
 In the case of Definitive Warrants, Warrants may be exercised by delivering
 to the Warrant Agent at its office the related Warrant Certificate duly
 endorsed for transfer, a Notice of Exercise in the form included as
 Attachment 1 to the Form of Warrant attached hereto as Exhibit A (the “Notice of
 Exercise”), duly filled
 in and signed by the Holder, together with any other required transfer
 documents.

 
	
  

 	
  

 
	
  

 	
           (ii)
 In the case of Global Warrants, Warrants may be exercised by following the
 relevant procedures of the Depositary. 

 



                    (b)
If either of the Warrant Certificate or the Notice of Exercise is received by
the Warrant Agent after 5:00 P.M., New York time, on any Business Day, or, in
respect of interests in a Global Warrant, the requirements of exercise set
forth in Section 3.04(a)(ii) are not satisfied on or before 5:00 P.M., New York
time, on any Business Day, the Warrants will be deemed to be exercised on the
Business Day next succeeding the date such conditions to exercise set forth in
Section 3.04(a) are met and such next succeeding Business Day shall be deemed
to be the Exercise Date with respect to such Warrants. If the date specified as
the Exercise Date is not a Business Day, the Warrants will be deemed to be
received and exercised on the next succeeding day which is a Business Day. Any
Warrants that have not been exercised prior to 5:00 p.m., New York time, on the
Expiration Date shall be deemed to be exercised by the Holder thereof
immediately prior to such time on the Expiration Date; provided that, for the
avoidance of doubt, in no event shall any cash or shares of Common Stock be due
from the Company in connection with the settlement of such Warrants for any
Trading Day during the Observation Period for such Warrants if the Exercise
Value for such Trading Day is less than or equal to the Exercise Price on such
Trading Day.


                    (c)
In the case of a Global Warrant, whenever some but not all of the Warrants
represented by such Global Warrant are exercised in accordance with the terms
thereof and of this Agreement, such Global Warrant shall be surrendered by the
Holder to the Warrant Agent, which shall cause an adjustment to be made to such
Global Warrant so that the number of Warrants represented thereby will be equal
to the number of Warrants theretofore represented by such Global Warrant less
the number of Warrants then exercised. The Warrant Agent shall thereafter promptly
return such Global Warrant to the Holder or its nominee or custodian. 


                    (d)
In the case of a Definitive Warrant, whenever some but not all of the Warrants
represented by such Definitive Warrant are exercised in accordance with the
terms thereof and of this Agreement, the Holder shall be entitled, at the
request of the Holder, to 


-16-





receive from the Company
within a reasonable time, and in any event not exceeding three (3) Business
Days, a new Definitive Warrant in substantially identical form for the number
of Warrants equal to the number of Warrants theretofor represented by such Definitive
Warrant less the number of Warrants then exercised, without payment of any
service charge by the Holder but, if required by the Company or the Warrant
Agent, with payment of a sum sufficient to cover any transfer tax or similar
governmental charge required by law or that may be imposed in connection
therewith as a result of the name of the Holder of the new Definitive Warrant
issued upon such exercise being different from the name of the Holder of the
old Definitive Warrant surrendered for such exercise. 


                    (e)
If a Warrant Certificate shall have been exercised in full, the Warrant Agent
shall promptly cancel such certificate following its receipt from the Holder or
the Depository, as applicable.


                    (f)
If Net Share Settlement applies to any Warrant exercised or deemed exercised by
a Holder, the Company shall pay any documentary, stamp or similar issue or
transfer tax due on the issue of the shares of Common Stock upon such exercise,
unless the tax is due because the Holder requests such shares to be issued in a
name other than the Holder’s name, in which case the Holder shall pay that tax.
The Warrant Agent may refuse to deliver the certificates representing the
shares of Common Stock being issued in a name other than the Holder’s name
until the Warrant Agent receives a sum sufficient to pay any tax that is due by
such Holder in accordance with the immediately preceding sentence. 


          Section
3.05. Settlement Upon Exercise of Warrants. 


                    (a)
Upon any exercise of Warrants, (i) if the Company has elected (or is
deemed to have elected) to settle such Warrants in shares of Common Stock as
set forth in Section 3.05(d)
(“Net
Share Settlement”), the Company
will deliver to the Holder of such Warrants in respect of each Warrant being
exercised a number of shares of Common Stock equal to the sum of the Daily
Share Amounts for each of the 20 Trading Days during the Observation Period and
cash for any fractional shares as described in Section 3.06, and (ii) if the Company has elected to settle such
Warrants in cash as set forth in Section
3.05(d) (“Cash Settlement”), the Company
will pay to the Holder of such Warrants in respect of each Warrant being
exercised an amount in cash equal to the sum of the Daily Cash Amounts for each
of the 20 Trading Days during the Observation Period. Settlement will occur on
the third Business Day following the final Trading Day of the Observation Period.


                    (b)
Subject to Section 3.02, upon any exercise of Warrants in compliance with Section 3.05(a)(i), the Company shall issue and cause the
transfer agent for the Common Stock (the
“Stock
Transfer Agent”, which may be the
Warrant Agent) to cause to be
registered in the Company’s direct registration system to or upon the written
order of the Holder and in such name or names as the Holder may designate, a
number of full shares of Common Stock so purchased upon the exercise of such
Warrants (determined in accordance with Section 3.01, Section 3.04(a), Section
3.05(a) and Section 3.06) or other securities to which it is entitled,
registered or otherwise, to the Person or Persons entitled to receive the same
(including any depositary institution so designated by a Holder), together with
cash as provided in Section 3.06 in respect of any fractional shares of Common
Stock otherwise issuable upon such exercise.


-17-





                    (c)
Subject to Section 3.02, upon any exercise of Warrants in compliance with
Section 3.05(a)(ii), the Company shall pay an amount determined in accordance with Section 3.01, Section 3.04(a) and Section
3.05(a) by wire
transfer in immediately available funds to the exercising Holder’s account
within the United States (as such Holder has notified to the Warrant Agent) or,
with respect to any Global Warrant, by wire transfer of immediately available
funds to the account of the Depositary or its nominee. 


                    (d)
The Company may elect the Settlement Method for any Warrants exercised or
deemed exercised on any Exercise Date by delivering a notice (the “Settlement
Notice”) of the relevant
Settlement Method, through the Warrant Agent, to the Holders of such Warrants
no later than the close of business on the Trading Day immediately following
the relevant Exercise Date. If the Company does not elect a Settlement Method
prior to the deadline set forth in the immediately preceding sentence, the Company
shall no longer have the right to elect Cash Settlement and the Company shall
be deemed to have elected Net Share Settlement.


          Section
3.06. Fractional Shares. The Company shall not be required to issue
fractional shares of Common Stock on the exercise of Warrants. The number of
shares of Common Stock that shall be issuable upon Net Share Settlement of any
Warrants exercised or deemed exercised by a Holder at any time shall be
computed on the basis of the aggregate number of shares of Common Stock
issuable upon exercise of the Warrants being exercised or deemed exercised by
that Holder at that time (determined in accordance with Section 3.01, Section 3.04(a) and this
Section 3.06). If
any fraction of a share of Common Stock would, except for the provisions of
this Section 3.06, be issuable upon the exercise of Warrants, the Company shall
pay an amount in cash equal to the VWAP of the Common Stock on the last Trading
Day of the Observation Period, multiplied by such fraction, computed to
the nearest whole cent.


          Section
3.07. Warrant Shares. 


                    (a)
The Company shall provide, free from preemptive rights, out of its authorized
but unissued shares or shares held in treasury, sufficient shares of Common
Stock to provide for the exercise of all outstanding Warrants, including any
Additional Shares.


                    (b)
Before taking any action which would cause an adjustment decreasing the
Exercise Price to an amount that would cause the Exercise Price to be reduced
below the then par value, if any, of the shares of Common Stock issuable upon
exercise of the Warrants, the Company will take all corporate action that may,
in the opinion of its counsel, be necessary in order that the Company may
validly and legally issue shares of such Common Stock at such adjusted Exercise
Price.


                    (c)
The Company covenants that all shares of Common Stock that may be issued upon
exercise of the Warrants will, upon issue, be fully paid and non-assessable by
the Company and free from all taxes, liens and charges with respect to the
issue thereof, except as set forth in Section 3.04(f); provided that if any adjustment to the
Exercise Price is made and a Holder is deemed to recognize, as provided by
applicable law, a distribution from the Company even though such Holder has not
received any cash or property as a result of such adjustment, the Company shall
be entitled to withhold (to the extent required by law) United States federal 


-18-





income tax, if any, on such deemed distribution from
any amounts payable upon exercise of the Warrants.


                    (d)
The Company covenants that, if any shares of Common Stock to be provided for
the purpose of exercise of Warrants hereunder require registration with or
approval of any governmental authority under any federal or state law before
such shares may be validly issued upon exercise of Warrants, the Company will
in good faith and expeditiously, to the extent then permitted by the rules and
interpretations of the SEC (or any successor thereto), endeavor to secure such
registration or approval, as the case may be.


                    (e)
The Company further covenants that, if at any time the Common Stock shall be
listed on The New York Stock Exchange or any other national securities exchange
or national automated inter-dealer quotation system, the Company will, if
permitted by the rules of such exchange or automated inter-dealer quotation
system, list and keep listed, so long as the Common Stock shall be so listed on
such exchange or automated inter-dealer quotation system, all Common Stock
issuable upon exercise of the Warrants.


ARTICLE IV



Adjustment and Notice Provisions


          Section
4.01. Adjustments. Subject to the provisions of this Article IV
(including without limitation Section
4.01(i) and Section 4.05), the Exercise Price shall be subject to adjustment, without
duplication, under the following circumstances: 


                    (a)
in case the Company shall, at any time or from time to time while any of the
Warrants are outstanding, (i) pay a dividend in shares of Common Stock or make
a distribution in shares of Common Stock to all or substantially all holders of
its outstanding shares of Common Stock, or (ii) split the outstanding shares of
Common Stock into a greater number of such shares or combine outstanding shares
of Common Stock into a smaller number of such shares, the Exercise Price will
be adjusted based on the following formula:


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 EP1 = EP0 x (OS0 / OS1)

 
	
  

 	
  

 	
  

 
	
  

 	
 where,

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 EP0

 	
 =

 	
 the Exercise Price in
 effect immediately prior to the Ex-Date of such dividend or distribution, or
 the effective date of such share split or combination, as applicable;

 
	
  

 	
 EP1

 	
 =

 	
 the Exercise Price in
 effect immediately after the opening of business on such Ex-Date or effective
 date, as applicable;

 
	
  

 	
 OS0

 	
 =

 	
 the number of shares of
 Common Stock outstanding immediately prior to such Ex-Date or effective date,
 as applicable; and

 
	
  

 	
 OS1

 	
 =

 	
 the number of shares of
 Common Stock outstanding immediately after the opening of business on such
 Ex-Date or effective date after giving effect to such dividend, distribution,
 share split or share combination.

 


-19-





               An
adjustment to the Exercise Price made pursuant to this clause (a) will become
effective immediately after the opening of business on the Ex-Date or effective
date of such dividend, distribution, share split or share combination, as
applicable.


               To
the extent that a dividend, distribution, share split or share combination of
the type described in this Section 4.01(a) is declared but not so paid or made,
the Exercise Price shall again be readjusted to the Exercise Price that would
then be in effect if such dividend, distribution, share split or share
combination had not been declared.


                    (b)
in case the Company
shall, at any time or from time to time while any of the Warrants are
outstanding, issue rights or warrants (other than rights or warrants referred
to in 4.01(c)) to all or substantially all holders of its outstanding Common
Stock entitling them, for a period of not more than 45 calendar days from the
date of such distribution, to subscribe for or purchase shares of Common Stock,
at a price per share less than the average of the Closing Sale Prices of the
Common Stock for the 10 consecutive Trading Day period ending on the Trading
Day immediately preceding the date of announcement of the issuance of such
rights or warrants, the Exercise Price will be adjusted based on the following
formula:


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 EP1 = EP0 x (OS0 + Y) /
 (OS0 + X)

 
	
  

 	
  

 	
  

 
	
  

 	
 where,

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 EP0

 	
 =

 	
 the Exercise Price in
 effect immediately prior the Ex-Date for such issuance;

 
	
  

 	
 EP1

 	
 =

 	
 the Exercise Price in
 effect immediately after the opening of business on such Ex-Date;

 
	
  

 	
 OS0

 	
 =

 	
 the number of shares of
 Common Stock outstanding immediately prior to such Ex-Date;

 
	
  

 	
 X

 	
 =

 	
 the total number of shares
 of Common Stock issuable pursuant to such rights or warrants; and

 
	
  

 	
 Y

 	
 =

 	
 the number of shares of
 Common Stock equal to the aggregate price payable to exercise such rights or
 warrants, divided
 by the average of the Closing Sale Prices of the Common Stock for
 the 10 consecutive Trading Day period ending on, and including, the Trading
 Day immediately preceding the date of announcement of the issuance of such
 rights or warrants. 

 



An adjustment to the
Exercise Price made pursuant to this clause (b) will become effective
immediately after the opening of business on the Ex-Date for such issuance.


To the extent that shares of
Common Stock are not delivered after the expiration of such rights or warrants,
the Exercise Price will be readjusted to the Exercise Price that would then be
in effect had the adjustments made upon the issuance of such rights or warrants
been made on the basis of delivery of only the number of shares of Common Stock
actually delivered. If such rights or warrants are not so issued, the Exercise
Price will be readjusted to be the Exercise Price that would then be in effect
if the Ex-Date for such issuance had not occurred.


-20-





                    (c)
in case the Company shall, at any time or from time to time while any of the
Warrants are outstanding, by dividend or otherwise, distribute shares of
Capital Stock of the Company (other than the Common Stock), or evidences of its
Indebtedness or other assets or property or rights, or warrants to acquire
shares of Capital Stock of the Company or other securities (any of the
foregoing, the “Distributed Assets”), to all or substantially all holders of
its outstanding shares of Common Stock, excluding (i) dividends or
distributions described in clauses (a) or (b) of this Section 4.01, (ii)
dividends or distributions paid exclusively in cash, (iii) any dividends and
distributions in connection with a Reorganization, and (iv) Spin-Offs to which
the provisions set forth below in this clause (c) shall apply, then the
Exercise Price will be adjusted based on the following formula: 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 EP1 = EP0 x (SP0 – FMV) /
 SP0

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 where,

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 EP0

 	
 =

 	
 the Exercise Price in
 effect immediately prior to the Ex-Date for such distribution;

 
	
  

 	
 EP1

 	
 =

 	
 the Exercise Price in
 effect immediately after the opening of business on such Ex-Date;

 
	
  

 	
 SP0

 	
 =

 	
 the average of the Closing
 Sale Prices of the Common Stock over the 10 consecutive Trading Day period
 ending on the Trading Day immediately preceding the Ex-Date for such
 distribution; and 

 
	
  

 	
 FMV

 	
 =

 	
 the Fair Market Value on
 the Ex-Date for such distribution (as determined in good faith by the Board
 of Directors) of the Distributed Assets applicable to one share of Common
 Stock.

 



Notwithstanding the
foregoing, no adjustment will be made to the Exercise Price under this clause
(c) in the event that (i) the Fair Market Value of the Distributed Assets
applicable to one share of Common Stock is equal to or greater than the average
Closing Sale Prices of the Common Stock over the 10 consecutive Trading Day
Period ending on the Trading Day immediately preceding the Ex-Date for such
distribution, or (ii) such average Closing Sale Prices exceeds such Fair Market
Value by less than $1.00. In such cases, in lieu of the foregoing adjustment
under this clause (c), each Holder of Warrants shall have the right to receive,
at the same time as holders of the Common Stock and in addition to the shares
of Common Stock (if any) issuable upon exercise of the Warrants, for each
Warrant, the kind and amount of Distributed Assets such Holder would have
received had such Holder owned a number of shares of Common Stock equal to the
Number of Warrant Shares immediately prior to the Ex-Date for such
distribution.


If the Board of Directors
determines the Fair Market Value of any distribution for purposes of this
clause (c) by reference to the actual or when issued trading market for any
Distributed Assets comprising all or part of such distribution, it must in
doing so consider the prices in such market over the 10 consecutive Trading Day
period ending on the Trading Day immediately preceding the Ex-Date for such
distribution (the “Reference Period”), to the extent possible, unless the Board
of Directors determines in good faith that determining the Fair Market Value
during the Reference Period would not be appropriate.


-21-





Notwithstanding the
foregoing, in the event that any such dividend or other distribution consists
of shares of Capital Stock of any class or series, or similar equity interest,
of or relating to one or more of the Subsidiaries or other business units of
the Company (a “Spin-Off”), the Exercise Price will be adjusted based
on the following formula:


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 EP1 = EP0 x MP0 / (FMV0
 + MP0)

 
	
  

 	
  

 
	
  

 	
 where,

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 EP0

 	
 =

 	
 the Exercise Price in
 effect immediately prior to the end of the Valuation Period;

 
	
  

 	
 EP1

 	
 =

 	
 the Exercise Price in
 effect immediately after the end of the Valuation Period;

 
	
  

 	
 FMV0

 	
 =

 	
 the average of the Closing
 Sale Prices of the Capital Stock or similar equity interest distributed to
 holders of the outstanding shares of Common Stock applicable to one share of
 the Common Stock over the first 10 consecutive Trading Day period after, and
 including, the effective date of the Spin-Off (the “Valuation Period”); and

 
	
  

 	
 MP0

 	
 =

 	
 the average of the Closing
 Sale Prices per share of the Common Stock over the Valuation Period.

 



The adjustment to the
Exercise Price under this clause (c) in respect of a Spin-Off will occur on the
last day of the Valuation Period; provided that in respect of any Warrants
exercised during the Valuation Period, references with respect to 10 Trading
Days shall be deemed replaced with such lesser number of Trading Days as have
elapsed between the effective date of such Spin-Off and the Exercise Date for
such Warrants in determining the applicable Exercise Price.


To the extent that such
dividend or distribution is not so paid or made, the Exercise Price will be
readjusted to the Exercise Price that would then be in effect if such dividend
or distribution had not been declared.


For purposes of this clause
(c) and clauses (a) and (b) of this Section 4.01, any dividend or distribution
to which this clause (c) is applicable that also includes shares of Common
Stock, or rights or warrants to subscribe for or purchase shares of Common
Stock (or both), shall be deemed instead to be (A) a dividend or distribution
of the evidences of Indebtedness, assets or shares of Capital Stock other than
such shares of Common Stock or rights or warrants (and any adjustment to the
Exercise Price required by this clause (c) with respect to such dividend or
distribution shall then be made) immediately followed by (B) a dividend or
distribution of such shares of Common Stock or such rights or warrants (and any
further adjustment to the Exercise Price required by clauses (a) or (b) of this
Section 4.01 with respect to such dividend or distribution
shall then be made), except the Ex-Date for such dividend or distribution shall
be substituted for “the Ex-Date for such dividend or other distribution” within
the meaning of clause (a) of this Section 4.01 and the “Ex-Date for such
issuance” within the meaning of clause (b) of this Section 4.01, and any shares
of Common Stock included in such dividend or distribution shall not be deemed
“outstanding immediately prior to the opening of business on the Ex-Date for
such dividend or distribution” within the meaning of clause (a) of this Section
4.01.


-22-





                    (d)
in case the Company shall, at any time or from time to time while any of the
Warrants are outstanding, by dividend or otherwise, make a distribution
consisting exclusively of cash to all or substantially all holders of the
outstanding Common Stock, other than (i) regular quarterly cash dividends (as
determined in good faith by the Board of Directors) that do not exceed the
Initial Dividend Threshold, and (ii) dividends or distributions made in
connection with the Company’s liquidation, dissolution or winding-up or upon a
merger or consolidation, the Exercise Price will be adjusted based on the
following formula:


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 EP1 = EP0 x (SP0 – C)/ SP0

 
	
  

 	
  

 
	
  

 	
 where,

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 EP0

 	
 =

 	
 the Exercise Price in
 effect immediately prior to the Ex-Date for such distribution;

 
	
  

 	
 EP1

 	
 =

 	
 the Exercise Price in
 effect immediately after the opening of business on the Ex-Date for such
 distribution;

 
	
  

 	
 SP0

 	
 =

 	
 the Closing Sale Price of
 the Common Stock on the Trading Day immediately preceding the Ex-Date for
 such distribution; and

 
	
  

 	
 C

 	
 =

 	
 the amount in cash per
 share the Company distributes to holders of the Common Stock in excess of the
 Initial Dividend Threshold; provided that if the distribution is not
 a regular quarterly cash dividend (as determined in good faith by the Board
 of Directors), the Initial Dividend Threshold will be deemed to be zero.

 



Whenever the Exercise Price
is adjusted, the Initial Dividend Threshold shall be adjusted by multiplying
the Initial Dividend Threshold then in effect by a fraction, the numerator of
which is the Exercise Price prior to adjustment and the denominator of which is
the Exercise Price following such adjustment.


An adjustment to the
Exercise Price made pursuant to this clause (d) will become effective on the
Ex-Date for such dividend or distribution. To the extent that such distribution
is not so paid or made, the Exercise Price will be readjusted to the Exercise
Price that would then be in effect if such distribution had not been declared.


Notwithstanding the
foregoing, no adjustment will be made to the Exercise Price under this clause
(d) in the event that (i) the portion of the cash so distributed applicable to
one share of Common Stock is equal to or greater than the Closing Sale Price of
the Common Stock on the Trading Day immediately preceding the Ex-Date for such
distribution, or (ii) such Closing Sale Price exceeds the amount of such
distribution by less than $1.00. In such cases, in lieu of the adjustment under
this clause (d), each Holder of Warrants shall have the right to receive, at
the same time as holders of the Common Stock and in addition to the shares of
Common Stock (if any) issuable upon exercise of the Warrants, for each Warrant
the amount of cash such Holder would have received had such Holder owned a
number of shares of Common Stock equal to the Number of Warrant Shares
immediately prior to the Ex-Date for such distribution


                    (e)
In case the Company or any Subsidiary of the Company makes, at any time or from
time to time while any of the Warrants are outstanding, a payment in respect of
a 


-23-





tender offer or exchange
offer for the Common Stock, to the extent that the cash and value of any other
consideration included in the payment per share of Common Stock exceeds the
Closing Sale Price of the Common Stock on the Trading Day next succeeding the
last date on which tenders or exchanges may be made pursuant to such tender or
exchange offer, the Exercise Price will be decreased based on the following
formula:


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 EP1 = EP0 x (SP1 x OS0)
 / (AC + (SP1 x OS1)) 

 
	
  

 	
  

 
	
  

 	
 where,

 	
  

 
	
  

 	
  

 
	
  

 	
 EP0

 	
 =

 	
 the Exercise Price in
 effect immediately prior to the effective date of the adjustment set forth
 below;

 
	
  

 	
 EP1

 	
 =

 	
 the Exercise Price in
 effect immediately after the effective date of the adjustment set forth
 below;

 
	
  

 	
 AC

 	
 =

 	
 the aggregate value of all
 cash and any other consideration (as determined in good faith by the Board of
 Directors) paid or payable for shares purchased in such tender or exchange offer;

 
	
  

 	
 OS1

 	
 =

 	
 the number of shares of
 Common Stock outstanding immediately after the date such tender or exchange
 offer expires excluding, to the extent applicable, any shares purchased
 pursuant to such tender offer or exchange offer; and 

 
	
  

 	
 OS0

 	
 =

 	
 the number of shares of
 the Common Stock outstanding immediately prior to the date such tender or
 exchange offer expires;

 
	
  

 	
 SP1

 	
 =

 	
 the Closing Sale Price of
 the Common Stock on the Trading Day next succeeding the date such tender or
 exchange offer expires.

 



The adjustment to the
Exercise Price pursuant to this clause (e) will become effective at the close
of business on the Trading Day next succeeding the date such tender or exchange
offer expires.


Notwithstanding the
foregoing, no adjustment will be made to the Exercise Price under this clause
(e) as a result of a tender offer solely to holders of fewer than 100 shares of
the Common Stock.


                    (f)
Except as stated herein, the Company will not adjust the Exercise Price for the
issuance of shares of the Common Stock or any securities convertible into or
exchangeable for shares of the Common Stock or the right to purchase shares of
the Common Stock or such convertible or exchangeable securities. If, however,
the application of the foregoing formulas would result in an increase in the
Exercise Price, no adjustment to the Exercise Price will be made (other than as
a result of a share combination).


                    (g)
To the extent permitted by law, the Company may in its sole discretion make
such decreases in the Exercise Price, in addition to those required by clauses
(a) to (e) of this Section
4.01, as the Board
of Directors considers to be advisable to avoid or diminish any United States
federal income tax to holders of Common Stock resulting from any dividend or
distribution of stock (or rights to acquire stock) or from any event treated as
such for income tax purposes.


-24-





                    (h)
To the extent permitted by applicable law, the Company from time to time may
decrease the Exercise Price by any amount for any period of time, if the Board
of Directors shall have made a determination that such decrease would be in the
best interests of the Company, which determination shall be conclusive.
Whenever the Exercise Price is decreased under this clause (h) or clause (g),
the Company shall mail to Holders of record of the Warrants a notice of the
decrease, which notice will be given at least 15 days prior to the
effectiveness of any such decrease, and such notice shall state the decreased
Exercise Price and the period during which it will be in effect. 


                    (i)
No adjustment in the Exercise Price shall be required unless such adjustment
would require an increase or decrease of at least 1% in such Exercise Price; provided
that any adjustments that by reason of this clause (i) are not required to be
made shall be carried forward and the Company shall take such carried-forward
adjustments into account in any subsequent adjustment and make such carry
forward adjustments, regardless of whether the aggregate adjustment is less
than 1% on each Trading Day of any Observation Period.


                    (j)
All calculations under this Section
4.01 shall be made
by the Company (and the Company shall inform the Warrant Agent of any such
calculations) and shall be made to the nearest cent or to the nearest one-ten
thousandth (1/10,000) of a share, as the case may be.


                    (k)
Whenever the Exercise Price is adjusted as herein provided, the Company will
provide notice to Holders of such adjustment either (i) by written notice to
Holders in the manner provided in Section 6.04, (ii) by electronic communication to Holders, or (iii) by issuing a
press release through Business Wire containing the relevant information and
making such information available on the Company’s website or through another
public medium as the Company may use at that time. In addition, the Company
shall promptly file with the Warrant Agent an Officers’ Certificate setting
forth the Exercise Price after such adjustment and setting forth a brief
statement of the facts requiring such adjustment. Unless and until an officer
of the Warrant Agent shall have received such Officers’ Certificate, the
Warrant Agent shall not be deemed to have knowledge of any adjustment of the
Exercise Price and may assume that the last Exercise Price of which it has
actual knowledge is still in effect. Promptly after delivery of such
certificate, the Company shall prepare a notice of such adjustment of the
Exercise Price setting forth the adjusted Exercise Price and the date on which
each adjustment becomes effective and shall mail such notice of such adjustment
of the Exercise Price to the Holder of each Warrant at its last address
appearing on the Warrant Register, within 20 calendar days after execution
thereof. Failure to deliver such notice shall not affect the legality or
validity of any such adjustment.


                    (l)
In any case in which this Section
4.01 provides that
an adjustment shall become effective (i) upon the opening of business on an
Ex-Date, or (ii) at the close of business on a day after the date a tender or
exchange offer expires (each a “Determination Date”), the Company may elect to defer, until the
occurrence of the applicable distribution, issuance of Common Stock or payment
(an “Adjustment
Event”) triggering an adjustment to the Exercise
Price (A) issuing to the Holder of any Warrants exercised after such
Determination Date and before the occurrence of such Adjustment Event, the
additional shares of Common Stock, if any, or other securities or property
issuable upon such exercise by reason of the adjustment required by such
Adjustment Event over and above the Common Stock issuable upon such exercise 


-25-





before giving effect to such
adjustment and (B) paying to such Holder any amount in cash in lieu of any
fractional share.


                    (m)
For purposes of this Section 4.01, the number of shares of Common Stock at any
time outstanding shall not include shares held in the treasury of the Company
but shall include shares issuable in respect of scrip certificates issued in
lieu of fractions of shares of Common Stock.


                    (n)
No adjustment to the Exercise Price shall be made pursuant to Section 4.01 on
account of a distribution on Common Stock, if the Holders of the Warrants will
otherwise participate for each Warrant in such distribution without exercise of
such Warrant as a result of holding the Warrants at the same time and on the
same terms as a holder of a Number of Warrant Shares.


                    (o)
Notwithstanding the foregoing, no adjustment to the Exercise Price need be made
for:


	
  

 	
  

 
	
  

 	
           (i)
 the issuance of any shares of Common Stock or rights to purchase Common Stock
 pursuant to any present or future plan providing for the reinvestment of
 dividends or interest payable on the Company’s securities and the investment
 of additional optional amounts in shares of Common Stock under any plan, or

 
	
  

 	
  

 
	
  

 	
           (ii)
 the issuance of any shares of Common Stock or options or rights to purchase
 those shares pursuant to any present or future employee, director or
 consultant benefit plan or program of or assumed by the Company or any of its
 Subsidiaries.

 
	
  

 	
  

 
	
  

 	
 Interest will not accrue on any cash into which the
 Warrants are convertible.

 



                    (p)
No adjustment need be made for rights to purchase Common Stock pursuant to a
Company plan for reinvestment of dividends or interest or for any issuance of
Common Stock or convertible or exchangeable securities or rights to purchase
Common Stock or convertible or exchangeable securities.


                    (q)
Notwithstanding this Section 4.01 and the other provisions of Article IV, if
any adjustment to the Exercise Price becomes effective, or any Ex-Date
(relating to a required adjustment to the Exercise Price) occurs, during the
period beginning on an Exercise Date and ending on the close of business on the
last Trading Day of the corresponding Observation Period, the Board of
Directors may make such adjustments to the Exercise Price, the VWAP of the
Common Stock or the number of shares of Common Stock issuable upon exercise of
the Warrants, as may be necessary or appropriate to effect the intent of this
Section 4.01 and the other provisions of Article IV and to avoid unjust or
inequitable results, as determined in good faith by the Board of Directors. Any
adjustment made pursuant to this clause (q) shall apply in lieu of the
adjustment or other term that would otherwise be applicable.


          Section
4.02. Adjustment to Number of Warrant Shares. Upon each adjustment of
the Exercise Price pursuant to Section 4.01, the Number of Warrant Shares
shall be adjusted by 


-26-





multiplying the Number of Warrant
Shares immediately prior to such adjustment by a fraction, the numerator of
which is the Exercise Price in effect immediately prior to such adjustment and
the denominator of which is the Exercise Price as so adjusted and rounding the
result to the nearest 1/10,000th of a share.


          Section
4.03. Reorganizations.


	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a) In the case of:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (i)
 any recapitalization, reclassification or change of the Common Stock (other
 than changes in par value or changes resulting from a subdivision or
 combination);

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (ii)
 any consolidation, merger or combination involving the Company; or

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (iii)
 any sale, lease, transfer, conveyance or other disposition of all or
 substantially all of the Company’s assets and those of the Company’s
 Subsidiaries taken as a whole to any other Person,

 
	
  

 	
  

 	
  

 
	
  

 	
 in each case, as a result
 of which the Common Stock would be converted into, or exchanged for, stock,
 other securities, other property or assets (including cash or any combination
 thereof) (any such event, a “Reorganization”), then, at and after the effective time
 of such Reorganization, each Warrant will become exercisable into the kind
 and amount of shares of stock, other securities or other property or assets
 (including cash or any combination thereof) that a holder of a number of
 shares of Common Stock equal to the Number of Warrant Shares that would have
 been issuable upon exercise of a Warrant immediately prior to such
 Reorganization would have owned or been entitled to receive (the “Reference
 Property”, with each “unit of Reference Property” meaning the kind and amount of Reference
 Property that a holder of one share of Common Stock is entitled to receive)
 upon such Reorganization and, prior to or at the effective time of such
 Reorganization, the Company or the successor or purchasing Person, as the
 case may be, shall execute with the Warrant Agent an agreement with the
 Warrant Agent confirming the Holders’
 rights pursuant to this Section
 4.03 and providing for
 such change in the right to exercise each Warrant. If holders of Common Stock
 have the opportunity to elect the form of consideration to be received in
 such Reorganization, the consideration into which the Warrants will be
 exercisable in connection with such Reorganization will be the weighted
 average of the types and amounts of consideration received by the holders of
 Common Stock that affirmatively make such an election.

 



          Section
4.04. Adjustment to Number of Warrant Shares upon a Make-Whole Event.


                    (a)
If and only to the extent a Holder elects to exercise Warrants at any time
following the effective date of a Make Whole Event (the “Effective Date”) but before 5:00 p.m., New York time, on
the Make Whole Termination Date, the Number of Warrant Shares applicable to
such exercised Warrants will be increased by a number of additional shares of
Common Stock (the “Additional Shares”). The number of Additional Shares of Common
Stock shall be determined as set forth in clause (b) of this Section 4.04, based on the Effective Date and 


-27-





the price (the “Stock Price”) paid per share for the Common Stock in
such Make Whole Event. If holders of the Common Stock receive only cash in such
Make Whole Event, the “Stock Price” shall be the cash amount paid per share.
Otherwise, the “Stock Price” shall be the average of the Closing Sale Prices of
the Common Stock on the five Trading Days prior to, but not including, the
Effective Date of such Make Whole Event.


                    (b)
The number of Additional Shares per Warrant by which the Number of Warrant
Shares shall be increased for exercises of Warrants in connection with a Make
Whole Event pursuant to clause (a) of this Section 4.04 will be as set forth in the following table, based on the Effective
Date and the Stock Price for the Make Whole Event:


Incremental Shares to be Delivered
per Warrant


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Effective Date

 
	

 


 	
  

 	

 


 
	
 Stock 

 Price

 	
  

 	
 July 15, 2011

 	
  

 	
 July 15, 2012

 	
  

 	
 July 15, 2013

 	
  

 	
 July 15, 2014

 	
  

 	
 July 15, 2015

 	
  

 	
 July 15, 2016

 	
  

 	
 July 15, 2017

 
	

 


 	
  

 	

 



 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
 $      71.64

 	
  

 	
  

 	
 0.0000

 	
  

 	
 0.0000

 	
  

 	
 0.0000

 	
  

 	
 0.0000

 	
  

 	
 0.0000

 	
  

 	
 0.0000

 	
  

 	
 0.0000

 
	
 75.00

 	
  

 	
  

 	
 0.0358

 	
  

 	
 0.0380

 	
  

 	
 0.0387

 	
  

 	
 0.0361

 	
  

 	
 0.0271

 	
  

 	
 0.0083

 	
  

 	
 0.0000

 
	
 80.00

 	
  

 	
  

 	
 0.0776

 	
  

 	
 0.0775

 	
  

 	
 0.0755

 	
  

 	
 0.0699

 	
  

 	
 0.0571

 	
  

 	
 0.0326

 	
  

 	
 0.0000

 
	
 85.00

 	
  

 	
  

 	
 0.1167

 	
  

 	
 0.1149

 	
  

 	
 0.1109

 	
  

 	
 0.1031

 	
  

 	
 0.0880

 	
  

 	
 0.0602

 	
  

 	
 0.0000

 
	
 90.00

 	
  

 	
  

 	
 0.1309

 	
  

 	
 0.1279

 	
  

 	
 0.1226

 	
  

 	
 0.1133

 	
  

 	
 0.0969

 	
  

 	
 0.0679

 	
  

 	
 0.0000

 
	
 95.00

 	
  

 	
  

 	
 0.1136

 	
  

 	
 0.1097

 	
  

 	
 0.1035

 	
  

 	
 0.0934

 	
  

 	
 0.0765

 	
  

 	
 0.0479

 	
  

 	
 0.0000

 
	
 100.00

 	
  

 	
  

 	
 0.0991

 	
  

 	
 0.0947

 	
  

 	
 0.0879

 	
  

 	
 0.0774

 	
  

 	
 0.0607

 	
  

 	
 0.0336

 	
  

 	
 0.0000

 
	
 120.00

 	
  

 	
  

 	
 0.0610

 	
  

 	
 0.0559

 	
  

 	
 0.0489

 	
  

 	
 0.0393

 	
  

 	
 0.0260

 	
  

 	
 0.0087

 	
  

 	
 0.0000

 
	
 140.00

 	
  

 	
  

 	
 0.0407

 	
  

 	
 0.0361

 	
  

 	
 0.0302

 	
  

 	
 0.0227

 	
  

 	
 0.0134

 	
  

 	
 0.0035

 	
  

 	
 0.0000

 
	
 160.00

 	
  

 	
  

 	
 0.0288

 	
  

 	
 0.0251

 	
  

 	
 0.0204

 	
  

 	
 0.0148

 	
  

 	
 0.0085

 	
  

 	
 0.0023

 	
  

 	
 0.0000

 
	
 180.00

 	
  

 	
  

 	
 0.0214

 	
  

 	
 0.0184

 	
  

 	
 0.0148

 	
  

 	
 0.0107

 	
  

 	
 0.0062

 	
  

 	
 0.0019

 	
  

 	
 0.0000

 






	
  

 	
  

 
	
           If
 the Stock Price or Effective Date for a Make Whole Event are not set forth in
 the table above, then:

 
	
  

 	
  

 
	
  

 	
           (i)
 if the Stock Price is between two Stock Price amounts on the table or the
 Effective Date is between two Effective Dates on the table, the number of
 Additional Shares of Common Stock will be determined by straight-line
 interpolation between the number of Additional Shares of Common Stock set
 forth for the higher and lower Stock Price amounts and the two dates, as
 applicable, based on a 365-day year;

 
	
  

 	
  

 
	
  

 	
           (ii)
 if the Stock Price is in excess of $180.00 per share (subject to adjustment
 as set forth in Section
 4.04(c)), the
 number of Additional Shares of Common Stock will be zero; or

 
	
  

 	
  

 
	
  

 	
           (iii)
 if the Stock Price less than $71.64 per share (subject to adjustment as set
 forth in Section 4.04(c)), the number of Additional Shares of
 Common Stock will be zero.

 
	
  

 	
  

 
	
           Notwithstanding
 the foregoing, in no event will the Number of Warrant Shares, as increased by
 the number of Additional Shares determined pursuant to this clause (b),
 exceed 

 


-28-





1.1309 shares per Warrant, such number of shares being
subject to adjustment in a manner inversely proportional to adjustments to the
Exercise Price.


                    (c)
The numbers of Additional Shares of Common Stock set forth in the table in
clause (b) of this Section
4.04 shall be
adjusted, as of any date on which the Exercise Price is adjusted, in a manner
inversely proportional to adjustments to the Exercise Price. The Stock Prices
set forth in the table in clause (b) of this Section 4.04 and the prices per share set forth in Section 4.04(b)(ii) and (iii) shall be adjusted, as of any date on which
the Exercise Price is adjusted, to equal the Stock Price or price per share
applicable immediately prior to such adjustment, multiplied by a fraction of
which: 


	
  

 	
  

 
	
  

 	
           (i)
 the numerator shall be the Exercise Price immediately prior to the
 adjustment; and

 
	
  

 	
  

 
	
  

 	
           (ii)
 the denominator shall be shall be the Exercise Price as so adjusted.

 



                    (d)
The Company shall provide written notice to all Holders of the anticipated
Effective Date of any Make Whole Event that the Company knows, or reasonably
should know, will occur at least 15 calendar days prior to such anticipated
Effective Date. 


                    (e)
The Company shall provide written notice to all Holders of record as of the
Effective Date of the Make Whole Event at their addresses shown in the Warrant
Register (and to beneficial owners to the extent required by applicable law) of
the occurrence of such Make Whole Event, the resulting adjustment to the Number
of Warrant Shares and the last date on which Holders may exercise their
Warrants in connection with such Make Whole Event (the “Make Whole Termination Date”), which shall be a date that is not less
than 20 nor more than 35 calendar days after the date of the notice under this
clause (e).


          Section
4.05. Stockholder Rights Plans. To the extent that the Company has a
rights plan in effect upon exercise of the Warrants, each share of Common Stock
issued upon such exercise shall be entitled to receive the appropriate number
of rights, if any, and the certificates representing the Common Stock issued
upon such exercise shall bear such legends, if any, in each case as may be
provided by the terms of any such stockholder rights plan, as the same may be
amended from time to time. If at the time of exercise, however, the rights have
separated from the shares of Common Stock in accordance with the provisions of
the applicable stockholder rights plan so that the Holders would not be
entitled to receive any rights in respect of Common Stock issuable upon
exercise of the Warrants, the Exercise Price shall be adjusted at the time of
separation as if the Company distributed to all or substantially all holders of
Common Stock shares of Capital Stock of the Company, evidences of its
Indebtedness, other assets or property or rights, options or warrants to
acquire its Capital Stock or other securities as provided in Section 4.01(c), subject to readjustment in the event of the
expiration, termination or redemption of such rights.


          Section
4.06. Adjustment to Warrant Certificate. The form of Warrant Certificate
need not be changed because of any adjustment made pursuant to this Article IV,
and Warrant Certificates issued after such adjustment may state the same
Exercise Price and the same number of shares of Common Stock issuable upon
exercise of the Warrants as are stated in any Warrant 


-29-





Certificates issued prior to
such adjustment. The Company, however, may at any time in its sole discretion
make any change in the form of Warrant Certificate that it may deem appropriate
to give effect to such adjustments and that does not affect the substance of
the Warrant Certificate, and any Warrant Certificate thereafter issued or
countersigned, whether in exchange or substitution for an outstanding Warrant
Certificate or otherwise, may be in the form as so changed.


ARTICLE V



Warrant Agent


          Section
5.01. Appointment of Warrant Agent. The Company hereby appoints the
Warrant Agent to act as agent for the Company in accordance with the provisions
of this Agreement and the Warrant Agent hereby accepts such appointment.


          Section
5.02. Rights and Duties of Warrant Agent. 


                    (a)
Agent for the Company. In acting under this Warrant Agreement and in
connection with the Warrant Certificates, the Warrant Agent is acting solely as
agent of the Company and does not assume any obligation or relationship or
agency or trust for or with any of the holders of Warrant Certificates or
beneficial owners of Warrants. All fees and expenses due the Warrant Agent
shall be paid to the Warrant Agent by the Company. The Warrant Agent shall have
no duty to determine which costs, if any, under this Agreement shall be borne
by the Holders or by the Company.


                    (b)
Counsel. The Warrant Agent may consult with counsel satisfactory to it,
and the advice of such counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in accordance with the advice of such counsel.


                    (c)
Documents. The Warrant Agent shall be protected and shall incur no
liability for or in respect of any action taken by it in reliance upon any
Warrant Certificate, notice, direction, consent, certificate, affidavit,
statement or other paper or document reasonably believed by it to be genuine
and to have been presented or signed by the proper parties.


                    (d)
No Implied Obligations. The Warrant Agent shall be obligated to perform
only such duties as are specifically set forth herein and in the Warrant
Certificates, and no implied duties or obligations of the Warrant Agent shall
be read into this Agreement or the Warrant Certificates against the Warrant
Agent. The Warrant Agent shall not be under any obligation to take any action
hereunder that may tend to involve it in any expense or liability for which it
does not receive indemnity if such indemnity is reasonably requested. The
Warrant Agent shall have no duty or responsibility in case of any default by
the Company in the performance of its covenants or agreements contained herein
or in the Warrant Certificates or in the case of the receipt of any written
demand from a Holder with respect to such default, including any duty or
responsibility to initiate or attempt to initiate any proceedings at law or
otherwise.


-30-





                    (e)
Not Responsible for Adjustments or Validity of Stock. The Warrant Agent
shall not at any time be under any duty or responsibility to any Holder to
determine whether any facts exist that may require an adjustment of the number
of shares of Common Stock issuable upon exercise of each Warrant or the
Exercise Price, or with respect to the nature or extent of any adjustment when
made, or with respect to the method employed, or herein or in any supplemental
agreement provided to be employed, in making the same. The Warrant Agent shall
not be accountable with respect to the validity or value of any shares of
Common Stock or of any securities or property which may at any time be issued
or delivered upon the exercise of any Warrant or upon any adjustment pursuant
to Article IV, and it makes no representation with respect thereto. The Warrant
Agent shall not be responsible for any failure of the Company to make any cash
payment or to issue, transfer or deliver any shares of Common Stock upon the
surrender of any Warrant Certificate for the purpose of exercise.


          Section
5.03. Individual Rights of Warrant Agent. The Warrant Agent and any
stockholder, director, officer or employee of the Warrant Agent may buy, sell
or deal in any of the Warrants or other securities of the Company or its
Affiliates or become pecuniarily interested in transactions in which the
Company or its Affiliates may be interested, or contract with or lend money to
the Company or its Affiliates or otherwise act as fully and freely as though it
were not the Warrant Agent under this Agreement. Nothing herein shall preclude
the Warrant Agent from acting in any other capacity for the Company or for any
other legal entity.


          Section
5.04. Warrant Agent’s
Disclaimer. The Warrant Agent shall not be responsible for and makes no
representation as to the validity or adequacy of this Agreement or the Warrant
Certificates and it shall not be responsible for any statement in this
Agreement or the Warrant Certificates other than its countersignature thereon.


          Section
5.05. Compensation and Indemnity. The Company agrees that the Warrant
Agent is entitled, from time to time, to reasonable compensation for its
services as agreed and to reimbursement for reasonable out-of-pocket expenses
incurred by it, including the reasonable compensation and expenses of the Warrant
Agent’s agents and counsel as
agreed. The Company shall indemnify the Warrant Agent, its officers, directors,
agents and counsel against any loss, liability or expense (including reasonable
attorneys’ fees and expenses)
incurred by it without willful misconduct, gross negligence or bad faith on its
part arising out of or in connection with the acceptance or performance of its
duties under this Agreement. The Warrant Agent shall notify the Company
promptly of any claim for which it may seek indemnity, and the Company, at its
option, may control the defense of such claim with counsel of the Company’s
choice. The Company need not reimburse any expense or indemnify against any
loss or liability incurred by the Warrant Agent through willful misconduct,
gross negligence or bad faith. The Company’s
payment and indemnification obligations pursuant to this Section 5.05 shall survive the termination of this
Agreement.


          Section
5.06. Successor Warrant Agent. 


                    (a)
Company to Provide and Maintain Warrant Agent. The Company agrees for
the benefit of the Holders that there shall at all times be a competent and
reputable Warrant Agent hereunder until all the Warrants have been exercised or
are no longer exercisable.


-31-





                    (b)
Resignation and Removal. The Warrant Agent may at any time resign by
giving written notice to the Company of such intention on its part, specifying
the date on which its desired resignation shall become effective; provided,
however, that such date shall not be less than 60 days after
the date on which such notice is given unless the Company otherwise agrees in
writing. The Warrant Agent hereunder may be removed at any time by the filing
with it of an instrument in writing signed by or on behalf of the Company and
specifying such removal and the date when it shall become effective, which date
shall not be less than 60 days after such notice is given unless the Warrant
Agent otherwise agrees in writing. Notwithstanding the foregoing, any
resignation or removal under this Section 5.06 shall take effect upon the appointment by the Company as hereinafter
provided of a successor Warrant Agent (which shall be a bank or trust company
authorized under the laws of the jurisdiction of its organization to exercise
corporate trust powers) and the acceptance of such appointment by such
successor Warrant Agent.


                    (c)
The Company to Appoint Successor. In the event that at any time the
Warrant Agent shall resign, or shall be removed, or shall become incapable of
acting, or shall be adjudged bankrupt or insolvent, or shall commence a
voluntary case under the federal bankruptcy laws, as now or hereafter
constituted, or under any other applicable federal or state bankruptcy,
insolvency or similar law or shall consent to the appointment of or taking
possession by a receiver, custodian, liquidator, assignee, trustee,
sequestrator (or other similar official) of the Warrant Agent or its property
or affairs, or shall make an assignment for the benefit of creditors, or shall
admit in writing its inability to pay its debts generally as they become due,
or shall take corporate action in furtherance of any such action, or a decree
or order for relief by a court shall have been entered in respect of the
Warrant Agent in an involuntary case under the federal bankruptcy laws, as now
or hereafter constituted, or any other applicable federal or state bankruptcy,
insolvency or similar law, or a decree or order by a court shall have been
entered for the appointment of a receiver, custodian, liquidator, assignee,
trustee, sequestrator (or similar official) of the Warrant Agent or of its
property or affairs, or any public officer shall take charge or control of the
Warrant Agent or of its property or affairs for the purpose of rehabilitation,
conservation, winding up or liquidation, a successor Warrant Agent, qualified
as aforesaid, shall be appointed by the Company by an instrument in writing,
filed with the successor Warrant Agent. Upon the appointment as aforesaid of a
successor Warrant Agent and acceptance by the successor Warrant Agent of such
appointment, the Warrant Agent shall cease to be Warrant Agent hereunder.


                    
(d) Successor to Expressly Assume Duties. Any successor Warrant Agent
appointed hereunder shall execute, acknowledge and deliver to its predecessor
and to the Company an instrument accepting such appointment hereunder, and
thereupon such successor Warrant Agent, without any further act, deed or
conveyance, shall become vested with all the rights and obligations of such
predecessor with like effect as if originally named as Warrant Agent hereunder,
and such predecessor, upon payment of its charges and disbursements then
unpaid, shall thereupon become obligated to transfer, deliver and pay over, and
such successor Warrant Agent shall be entitled to receive, all monies,
securities and other property on deposit with or held by such predecessor, as
Warrant Agent hereunder.


                    (e)
Successor by Merger. Any corporation into which the Warrant Agent
hereunder may be merged or consolidated, or any corporation resulting from any
merger or 


-32-





consolidation to which the
Warrant Agent shall be a party, or any corporation to which the Warrant Agent
shall sell or otherwise transfer all or substantially all of its assets and
business, shall be the successor Warrant Agent under this Agreement without the
execution or filing of any paper or any further act on the part of any of the
parties hereto; provided, however, that such corporation shall be qualified
as aforesaid.


ARTICLE VI



Miscellaneous


          Section
6.01. Persons Benefiting. Nothing in this Agreement is intended or shall
be construed to confer upon any Person other than the Company, the Warrant
Agent and the Holders any right, remedy or claim under or by reason of this
Agreement or any part hereof.


          Section
6.02. Rights of Holders. Holders of unexercised Warrants, as such, have
no rights as stockholders and are not entitled to exercise any rights
whatsoever as stockholders of the Company, including, but not limited to the
rights to (i) receive dividends or other distributions except as expressly
provided in this Agreement, (ii) receive notice of or vote at any meeting
of the stockholders, (iii) consent to any action of the stockholders,
(iv) receive notice of any other proceedings of the Company, or
(v) exercise any preemptive right.


          Section
6.03. Amendment. This Agreement may be amended by the parties hereto
without the consent of any Holder for the purpose of curing any ambiguity, or
of curing, correcting or supplementing any defective or inconsistent provision
contained herein or adding or changing any other provisions with respect to
matters or questions arising under this Agreement as the Company and the
Warrant Agent may deem necessary or desirable; provided, however, that such
action shall not adversely affect the rights of any of the Holders. Any
amendment or supplement to this Agreement that has an adverse effect on the
interests of any of the Holders shall require the written consent of the
Holders of a majority of the then outstanding Warrants; provided further that the
consent of each Holder affected thereby shall be required for any amendment
pursuant to which (i) the Exercise Price would be changed (other than pursuant
to adjustments provided for in Article IV), (ii) the number of shares
issuable upon exercise of the Warrants would be decreased or the kind or amount
of other property issuable upon exercise of the Warrants would be changed or
decreased, as applicable (in each case, other than pursuant to adjustments
provided for in Article IV), (iii) the time period during which the Warrants
are exercisable would be shortened or the Holder’s right to exercise the
Warrants would otherwise be materially impaired or (iv) the percentage of
Holders required to amend the Warrants or this Agreement would be reduced. In
determining whether the Holders of the required number of Warrants have
concurred in any direction, waiver or consent, only Warrants outstanding at the
time shall be considered in any such determination, and Warrants known to the
Warrant Agent to be owned by the Company shall be disregarded and deemed not to
be outstanding. The Company or the Warrant Agent may set a record date for any
such direction, waiver or consent and only the Holders as of such record date
shall be entitled to make or give such direction, waiver or consent.


          Section
6.04. Notices. Any notice or communication shall be in writing and
delivered in Person or mailed by first-class mail addressed as follows:


-33-









	
  

 	
  

 	
  

 
	
 if to the Company:

 
	
  

 	
  

 
	
  

 	
  

 	
 Legg Mason, Inc.

 
	
  

 	
  

 	
 100 International Drive

 
	
  

 	
  

 	
 Baltimore, Maryland 21202

 
	
  

 	
  

 	
 Attention: General Counsel

 
	
  

 	
  

 	
 Facsimile: (410) 454-4607

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 with
 copies to: 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Shearman
 & Sterling LLP

 
	
  

 	
  

 	
 599
 Lexington Avenue

 
	
  

 	
  

 	
 New
 York, New York 10022

 
	
  

 	
  

 	
 Attention:
 James S. Scott, Sr./John A. Marzulli, Jr.

 
	
  

 	
  

 	
 Facsimile:
 646-848-7707

 
	
  

 	
  

 	
  

 
	
 if to the Warrant Agent:

 
	
  

 	
  

 
	
  

 	
 American Stock Transfer
 & Trust Company, LLC

 
	
  

 	
 6201 15th Avenue

 
	
  

 	
 Brooklyn, New York 11219

 
	
  

 	
 Telephone: 718-921-8317 or
 877-248-6417

 
	
  

 	
 Facsimile: 718-234-5001

 
	
  

 	
 Attention: Corporate Reorg
 Department

 
	
  

 	
  

 	
  

 
	
  

 	
 with a copy (which shall
 not constitute notice) to:

 
	
  

 	
  

 	
  

 
	
  

 	
 American Stock Transfer
 & Trust Company, LLC

 
	
  

 	
 6201 15th Avenue

 
	
  

 	
 Brooklyn, New York 11219

 
	
  

 	
 Attention: General Counsel

 



          The
Company or the Warrant Agent each by notice to the other may designate
additional or different addresses for subsequent notices or communications.


          Any
notice or communication mailed to a Holder shall be mailed to the Holder at the
Holder’s address as it appears on the Warrant Register and shall be
sufficiently given if so mailed within the time prescribed.


          Failure
to mail a notice or communication to a Holder or any defect in it shall not
affect its sufficiency with respect to other Holders. If a notice or
communication is mailed in the manner provided above, it is duly given, whether
or not the addressee receives it.


          Section
6.05. Governing Law. This Agreement, the Warrant Certificates and the
Warrants will be governed by and construed in accordance with the laws of the
State of New York.


-34-





          Section
6.06. Successors. All agreements of the Company in this Agreement and
the Warrant Certificates shall bind its successors. All agreements of the
Warrant Agent in this Agreement shall bind its successors.


          Section
6.07. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together constitute one and the same instrument.


          Section
6.08. Severability. The provisions of this Agreement are severable, and
if any clause or provision shall be held invalid, illegal or unenforceable in
whole or in part in any jurisdiction, then such invalidity or unenforceability
shall affect in that jurisdiction only such clause or provision, or part
thereof, and shall not in any manner affect such clause or provision in any
other jurisdiction or any other clause or provision of this Agreement in any jurisdiction.


          Section
6.09. Withholding. The Company agrees that, as of the date hereof,
applicable law does not require or impose any withholding or reduction for any
tax or other governmental charge upon the distribution of the Warrants, and that
the distribution of the Warrants shall be made free and clear of, and without
reduction or withholding for, any tax or other governmental charge unless a
change to applicable law requiring such a withholding or reduction occurs
between the date hereof and the Closing Date (in which case the Company shall
provide prompt notice of such change of law to the Holders). In the event of
such a change of law, the Company, the Warrant Agent or their agents shall be
entitled, but not obligated, to deduct and withhold the amount so required by
withholding a portion or all of the Warrants otherwise deliverable in such
amounts as they deem necessary to meet their withholding obligations, and shall
also be entitled, but not obligated, to sell all or a portion of such withheld
Warrants by public or private sale in such amounts and in such manner as they
deem necessary and practicable to pay such taxes and charges. To the extent
that Warrants are so withheld, (i) the Company, the Warrant Agent or their
agents, as applicable, shall remit to the applicable tax authority the amount
required to be withheld from such distribution, and (ii) the withheld Warrants
shall be treated for all purposes of this Agreement as having been distributed
to the Holders in respect of which such deduction and withholding was made.


          Section
6.10. Holder Tax Certification. Each Holder shall render to the Company
no later than the Closing Date an Internal Revenue Service Form W-9, W-8BEN or
W-8IMY, as appropriate, duly executed by an officer of such Holder.


-35-





          IN
WITNESS WHEREOF, the parties have caused this Warrant Agreement to be duly
executed as of the date first written above.


	
  

 	
  

 	
  

 
	
  

 	
 LEGG MASON, INC.,

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Jeff Nattans

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: Jeff Nattans

 
	
  

 	
 Title: EVP

 
	
  

 	
  

 	
  

 
	
  

 	
 AMERICAN STOCK TRANSFER
 & TRUST

 COMPANY, LLC,

 as Warrant Agent,

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: 

 
	
  

 	
 Title:

 










          IN
    WITNESS WHEREOF, the parties have caused this Warrant Agreement to be duly
executed as of the date first written above.


	
  

 	
  

 	
  

 
	
  

 	
 LEGG MASON, INC.,

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: 

 
	
  

 	
 Title: 

 
	
  

 	
  

 	
  

 
	
  

 	
 AMERICAN STOCK TRANSFER
 & TRUST

 COMPANY, LLC,

 as Warrant Agent,

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Carlos Pinto

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: Carlos Pinto

 
	
  

 	
 Title: Senior Vice President

 









EXHIBIT A


[FORM OF WARRANT]


[INCLUDE FOLLOWING GLOBAL SECURITIES LEGEND IF A GLOBAL WARRANT]


          [UNLESS
THIS GLOBAL WARRANT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.


          TRANSFERS
OF THIS GLOBAL WARRANT SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART,
TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSORS NOMINEE AND
TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE WARRANT AGREEMENT
REFERRED TO BELOW.]


[INCLUDE FOLLOWING
LEGEND IF A RESTRICTED SECURITY]


          [THIS
SECURITY AND THE COMMON STOCK, IF ANY, ISSUABLE UPON EXERCISE OF THIS SECURITY
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS
ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:


	
  

 	
  

 
	
  

 	
           (1)
 REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED
 INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES
 ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH
 SUCH ACCOUNT; AND

 
	
  

 	
  

 
	
  

 	
           (2)
 AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR
 OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO
 THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE ISSUE DATE HEREOF OR
 SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT
 OR ANY SUCCESSOR PROVISION THERETO, AND (Y) SUCH LATER DATE, IF ANY, AS MAY
 BE REQUIRED BY APPLICABLE LAW, EXCEPT:

 


A-1









	
  

 	
  

 
	
  

 	
           (A)
 TO LEGG MASON, INC. (THE “COMPANY”) OR ANY SUBSIDIARY THEREOF; OR

 
	
  

 	
  

 
	
  

 	
           (B)
 PURSUANT TO A REGISTRATION STATEMENT THAT HAS BECOME EFFECTIVE UNDER THE SECURITIES
 ACT; OR

 
	
  

 	
  

 
	
  

 	
           (C)
 TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE
 SECURITIES ACT; OR 

 
	
  

 	
  

 
	
  

 	
           (D)
 PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
 SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
 REQUIREMENTS OF THE SECURITIES ACT. 

 


          PRIOR
TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(D) ABOVE, THE
COMPANY AND THE WARRANT AGENT RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH
LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED
IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE
WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION
IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.] 


A-2









	
  

 	
  

 
	
 No. [     ]

 	
 Certificate
[initially]1 for [     ] Warrants 

 


WARRANTS TO PURCHASE COMMON STOCK OF

LEGG MASON, INC.


          THIS
CERTIFIES THAT [CEDE & CO.]2
[               ]3,
or its registered assigns, is the registered holder of [the number of warrants
as set forth in the “Schedule of Increases or Decreases in Global Security”
attached hereto, in accordance with the rules of the Depositary]4
[the number of Warrants set forth above]5
(the “Warrants”).
Each Warrant entitles the holder thereof (the “Holder”), at its option and
subject to the provisions contained herein and in the Warrant Agreement
referred to below, to purchase from LEGG MASON, INC., a Maryland corporation
(including any successor thereto, the “Company”), a number of shares of common
stock, par value of $0.10 per share, of the Company (the “Common Stock”) equal to the
Number of Warrant Shares, at the per share exercise price of $88.00 (as such
exercise price may be adjusted pursuant to Article IV of the Warrant Agreement,
the “Exercise
Price”). This Warrant Certificate shall terminate as of 5:00 p.m.,
New York time, on July 15, 2017 (the “Expiration Date”) or upon the exercise or
deemed exercise hereof as to all the shares of Common Stock subject hereto. The
number of shares issuable upon exercise of the Warrants and the Exercise Price
per share shall be subject to adjustment from time to time as set forth in the
Warrant Agreement.


          This
Warrant Certificate is issued under and in accordance with a Warrant Agreement,
dated as of May 23, 2012 (the “Warrant Agreement”), between the Company
and American Stock Transfer & Trust Company, LLC (the “Warrant Agent”, which term
includes any successor Warrant Agent under the Warrant Agreement), and is
subject to the terms and provisions contained in the Warrant Agreement, to all
of which terms and provisions the Holder of this Warrant Certificate consents
by acceptance hereof. The Warrant Agreement is hereby incorporated herein by
reference and made a part hereof. Reference is hereby made to the Warrant
Agreement for a full statement of the respective rights, limitations of rights,
duties and obligations of the Company, the Warrant Agent and the Holders of the
Warrants. Capitalized terms used but not defined herein shall have the meanings
ascribed thereto in the Warrant Agreement. A copy of the Warrant Agreement may
be obtained for inspection by the Holder hereof upon written request to the
Warrant Agent, 6201 15th Avenue, Brooklyn, New York 11219, Telephone:
718-921-8200, Attention: Corporate Trust Department.




	
  

 	
  

 
	
 1

 	
 Insert for a Global Warrant. 

 
	
  

 	
  

 
	
 2

 	
 Insert for a Global Warrant. 

 
	
  

 	
  

 
	
 3

 	
 Insert for a Definitive Warrant. 

 
	
  

 	
  

 
	
 4

 	
 Insert for a Global Warrant. 

 
	
  

 	
  

 
	
 5

 	
 Insert for a Definitive Warrant. 

 


A-3





          Subject
to the terms of the Warrant Agreement, the Holder may exercise the Warrants at
its option in whole or in part. As provided in the Warrant Agreement and
subject to the terms and conditions therein set forth, the Warrants shall be
exercisable at any time and from time to time on any Business Day on and after
the Issue Date. Any Warrants that have not been exercised prior to 5:00 p.m.,
New York time, on the Expiration Date shall be deemed to be exercised by the Holder
thereof immediately prior to such time on the Expiration Date in accordance
with Section 3.04(b) of the Warrant Agreement.


          No
fractional shares of Common Stock will be issued upon the exercise of the
Warrants, but the Company shall pay an amount in cash equal to the VWAP of the
Common Stock on the last Trading Day of the Observation Period, multiplied
by the fraction of a share of Common Stock that would be issuable on
the exercise of any Warrant, computed to the nearest whole cent.


          All
shares of Common Stock issuable by the Company upon the exercise of the
Warrants shall, upon such issue, be duly and validly issued and fully paid and
non-assessable.


          The
Warrants do not entitle any Holder hereof to any of the rights of a stockholder
of the Company.


          The
Warrants, and any claim, controversy or dispute arising under or related to the
Warrants, shall be construed in accordance with and governed by the laws of the
State of New York.


          In
the case of any conflict between this Warrant Certificate and the Warrant
Agreement, the provisions of the Warrant Agreement shall control and govern.


 [Remainder
of page intentionally left blank]


A-4





          IN
WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly
executed.


	
  

 	
  

 	
  

 
	
  

 	
 LEGG MASON, INC.,

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:

 
	
  

 	
 Title:

 


A-5





          This
Warrant Certificate shall not be valid or obligatory for any purpose until it
shall have been countersigned by the Warrant Agent.


DATED:


Countersigned:


	
  

 	
  

 	
  

 
	
 AMERICAN STOCK TRANSFER
 & 

 TRUST COMPANY, LLC,

 as Warrant Agent,

 
	
  

 
	
 By:

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
 Authorized Signatory

 	
  

 


A-6





ATTACHMENT
1


FORM OF
NOTICE OF EXERCISE 

(to be executed only
upon exercise of Warrants)


LEGG MASON, INC.


          The
undersigned hereby irrevocably elects to exercise ____________________ Warrants to acquire shares of
Common Stock, par value $0.10 per share, of LEGG MASON, INC. (the “Common Stock”),
or cash in lieu of such shares at the Company’s election, at an exercise price
per share of Common Stock of $88.00 (as such exercise may be adjusted pursuant
to Article IV of the Warrant Agreement) and otherwise on the terms and
conditions specified in the within Warrant Certificate and the Warrant
Agreement therein referred to, surrenders all right, title and interest in the
number of Warrants exercised hereby to LEGG MASON, INC. and directs that the
cash or shares of Common Stock payable or deliverable upon the exercise of such
Warrants, and interests in any Global Warrant or Definitive Warrant
representing unexercised Warrants, be registered or placed in the name and at
the address specified below and delivered thereto. If other than the registered
holder of the Warrants, the undersigned must pay all transfer taxes,
assessments or similar governmental charges in connection with any such
transfer or exchange.


	
  

 	
  

 	
  

 
	
 Date:

 	
  

 	
  

 
	
  

 	

 


 	
  

 






	
  

 	
  

 	
  

 
	
  

 	

  


 	
 6

 
	
  

 	

 


 	
  

 
	
  

 	
 (Signature of Owner)

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
 (Street Address)

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
 (City) (State) (Zip Code)

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 Medallion Guarantee by:

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 








	
  

 	
  

 
	
 6

 	
 The signature must correspond with the name as written
 upon the face of the within Warrant Certificate in every particular, without
 alteration or enlargement or any change whatever, and must be medallion
 guaranteed by an eligible guarantor institution. 

 


A-7









	
  

 	
  

 
	
 Securities and/or check to
 be issued to:

 
	
  

 	
  

 
	
 If held in book-entry form
 through the Depository:

 
	
  

 	
  

 
	
  

 	
 Depository Account Number:

 
	
  

 	
  

 
	
  

 	
 Name of Agent Member:

 
	
  

 	
  

 
	
 If in definitive form:

 
	
  

 	
  

 
	
  

 	
 Social security or
 identifying number:

 
	
  

 	
  

 
	
  

 	
 Name:

 
	
  

 	
  

 
	
  

 	
 Street Address:

 
	
  

 	
  

 
	
  

 	
 City, State and Zip Code:

 
	
  

 	
  

 
	
 Any unexercised Warrants
 evidenced by the exercising Holder’s interest in the Global Warrant or
 Definitive Warrant, as the case may be, to be issued to:

 
	
  

 	
  

 
	
 If in book-entry form
 through the Depository:

 
	
  

 	
  

 
	
  

 	
 Depository Account Number:

 
	
  

 	
  

 
	
  

 	
 Name of Agent Member:

 
	
  

 	
  

 
	
 If in definitive form:

 
	
  

 
	
  

 	
 Social security or
 identifying number:

 
	
  

 	
  

 
	
  

 	
 Name:

 
	
  

 	
  

 
	
  

 	
 Street Address:

 
	
  

 	
  

 
	
  

 	
 City, State and Zip Code:

 


A-8





FORM OF ASSIGNMENT AND TRANSFER


          For
value received, the undersigned hereby sells, assigns and transfers unto
_________________________________________________ (________) warrants (“Warrants”)
to purchase shares of common stock, par value $0.10 per share, of LEGG MASON,
INC. (the “Company”) evidenced by the attached Warrant Certificate and
does hereby irrevocably constitute and appoint ____________ attorney to
transfer the Warrant, or such portion as is transferred hereby, on the books of
the Company with full power of substitution in the premises. The undersigned
requests said attorney to issue to the transferee a Warrant Certificate
evidencing such transfer and to issue to the undersigned a new Warrant
Certificate evidencing Warrants for the balance not so transferred, if any.


In connection with any transfer of the within Warrant
occurring prior to the Resale Restriction Termination Date, as defined in the
Warrant Agreement governing such Warrant, the undersigned confirms that such
Warrant is being transferred:


o To Legg Mason, Inc. or a subsidiary thereof;
or


o Pursuant to a registration statement that has
become or been declared effective under the Securities Act of 1933, as amended;
or


o Pursuant to and in compliance with Rule 144A
under the Securities Act of 1933, as amended; or


o Pursuant to and in compliance with Rule 144
under the Securities Act of 1933, as amended, or any other available exemption
from the registration requirements of the Securities Act of 1933, as amended.


	
  

 	
  

 	
  

 
	
 Date:

 	
  

 	
  

 
	
  

 	

 


 	
  

 






	
  

 	
  

 	
  

 
	
  

 	

  


 	
 7

 
	
  

 	

 


 	
  

 
	
  

 	
 (Signature of Owner)

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
 (Street Address)

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 








	
  

 	
  

 
	
 7

 	
 The signature must correspond with the
 name as written upon the face of the within Warrant Certificate in every
 particular, without alteration or enlargement or any change whatever, and
 must be medallion guaranteed by an eligible guarantor institution.

 


A-9









	
  

 	
 (City) (State) (Zip Code)

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 Medallion Guarantee by:

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 



Name in which new Warrant(s)
should be registered:


	
  

 	
  

 
	

 


 	
  

 
	
 (Name)

 	
  

 
	
  

 	
  

 
	

 


 	
  

 
	
 (Street Address)

 	
  

 
	
  

 	
  

 
	

 


 	
  

 
	
 (City) (State) (Zip Code)

 	
  

 
	
  

 	
  

 
	

 


 	
  

 
	
 (social security or
 identifying number)

 	
  

 


A-10





SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY8


The initial number of
Warrants represented by the Global Warrants is
[          ].


The following increases or
decreases in this Global Security have been made:


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Date of 

 Exercise or

 Exchange

 	
  

 	
 Decrease in

 number of

 Warrants in this

 Global Warrant

 Certificate

 	
  

 	
 Increase
 in

 number of

 Warrants in this

 Global Warrant

 Certificate

 	
  

 	
 Number of

 Warrants in this

 Global Warrant

 Certificate

 following such

 change

 	
  

 	
 Signature
 of

 authorized

 officer of

 Warrant Agent

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 








	
  

 	
  

 
	
 8

 	
 To be included only if Warrants are in
 global form.

 


A-11