EX-4.5



 Exhibit 4.5 

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE FIRST SUPPLEMENTAL INDENTURE TO THE INDENTURE,
(2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06 OF THE FIRST SUPPLEMENTAL INDENTURE TO THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO THE INDENTURE
AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. 







 LEGG MASON, INC. 

5.625% Senior Note due 2044 

CUSIP: 524901AR6 / ISIN: US524901AR65 / COMMON CODE: 097681333 

Dated: June 26, 2014 
  

			
	No. 2	 	Initially $150,000,000

 LEGG MASON, INC., a Maryland corporation (the “Company,” which term includes any successor
under the Indenture hereinafter referred to), for value received, promises to pay to Cede & Co., or its registered assigns, the principal sum of $150,000,000 DOLLARS or such other amount as indicated on the Schedule of Exchanges of Note
attached hereto on January 15, 2044. 
 Interest Rate: 5.625% per annum. 

Interest Payment Dates: January 15 and July 15, commencing on July 15, 2014. 

Regular Record Dates: January 1 and July 1. 

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which will for all purposes have the same
effect as if set forth at this place. 

  
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 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed, manually or in
facsimile. 
  

			
	LEGG MASON, INC.
		
	By:	 	  

		 	Name:
		 	Title:



  
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 TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. 

 

			
	 THE BANK OF NEW YORK MELLON,
 as
Trustee

		
	By:	 	  

		 	Authorized Signatory


 Dated: 

  
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 REVERSE SIDE OF NOTE 

LEGG MASON, INC. 
 5.625% Senior
Note Due 2044 
  

	1.	Title of Series; Indenture. 

 This is one of a series of Securities issued under the
indenture dated as of January 22, 2014 (as amended from time to time, the “Base Indenture”), between the Company and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by the First
Supplemental Indenture, dated as of January 22, 2014 (the “First Supplemental Indenture”) between the Company and the Trustee. The Base Indenture as so supplemented by the First Supplemental Indenture is referred to herein as
the “Indenture.” The title of the Securities of this series is 5.625% Senior Notes due 2044 (the “Notes”). Capitalized terms used herein are used as defined in the Indenture unless otherwise indicated. The terms of
the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act. The Notes are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a
statement of all such terms. To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Note and the terms of the Indenture, the terms of the Indenture will control. 

The Indenture limits the original aggregate principal amount of the Notes to $400,000,000, but additional Notes may be issued pursuant to the
Indenture, and the originally issued Notes and all such additional Notes will form a single series of Securities. 
  

	2.	Principal and Interest. 

 The Company promises to pay the principal of this Note on
January 15, 2044. The Company promises to pay interest on the principal amount of this Note until the principal of this Note is paid or made available for payment on each Interest Payment Date, as set forth on the face of this Note, at the rate
of 5.625% per annum. 
 Interest will be payable semiannually on each Interest Payment Date, to the Holders of record of the Notes at
the close of business on the January 1 or July 1 (whether or not a Business Day) immediately preceding the Interest Payment Date, commencing July 15, 2014. 

Interest on this Note will accrue from the most recent date to which interest has been paid or duly provided for on this Note (or, if there is
no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next Interest Payment Date, from such Interest Payment Date) or, if no interest has been paid or duly provided for, from
January 22, 2014. Interest will be computed in the basis of a 360-day year of twelve 30-day months. 

  
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 Interest not paid when due and any interest on principal, premium or interest not paid when due
will be paid to the Persons that are Holders on a special record date as further described in the Indenture. 
  

	3.	Redemption and Repurchase. 

 This Note is subject to optional redemption, and may be the
subject of an offer to purchase upon the occurrence of a Change of Control Repurchase Event or a Designated Subsidiary Stock Disposition, as further described in the Indenture. There is no sinking fund or mandatory redemption applicable to this
Note. 
  

	4.	Registered Form; Denominations; Transfer; Exchange. 

 The Notes are in registered form
without coupons in denominations of $2,000 principal amount and any multiple of $1,000 in excess thereof. A Holder may register the transfer or exchange of Notes in accordance with the Indenture. The Trustee may require a Holder to furnish
appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. Pursuant to the Indenture, there are certain periods during which the Trustee will not be required to issue, register the
transfer of or exchange any Note or certain portions of a Note. 
  

	5.	Defaults and Remedies. 

 If one of certain Events of Default, as defined in the
Indenture, occurs with respect to the Notes and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Notes may declare all the Notes to be due and payable. If a bankruptcy or insolvency Default with respect to the
Company occurs and is continuing, the Notes automatically become due and payable. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the
Indenture or the Notes. Subject to certain limitations, Holders of a majority in principal amount of the Notes then outstanding may direct the Trustee in its exercise of remedies. 

 

	6.	Amendment and Waiver. 

 Subject to certain exceptions, the Indenture and the Notes may be
amended, or default may be waived, with the consent of the Holders of a majority in principal amount of the outstanding Notes. Without notice to or the consent of any Holder, the Company and the Trustee may amend or supplement the Indenture or the
Notes to, among other things, cure any ambiguity or correct or supplement any provision that may be inconsistent with any other provision, in each case if such amendment or supplement does not adversely affect the interests of the Holders of the
Notes in any material respect. 
  

	7.	Authentication. 

 This Note is not valid until the Trustee signs the certificate of
authentication on the other side of this Note. 

  
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	8.	Governing Law. 

 This Note shall be governed by, and construed in accordance with, the
laws of the State of New York. 
  

	9.	Abbreviations. 

 Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN
COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act). 

  
 R-3 








 SCHEDULE OF EXCHANGES OF NOTE 

The following exchanges of a part of this Global Note for Definitive Notes or a part of another Global Note have been made: 

 

									
	 Date of Exchange
	 	 Amount of decrease

in principal amount
 of this
Global Note
	 	 Amount of increase

in principal amount
 of this
Global Note
	 	 Principal amount of

this Global Note
 following
such
 decrease (or

increase)
	 	 Signature of

authorized officer
 of
Trustee









 TRANSFER NOTICE 

FOR VALUE RECEIVED the undersigned registered Holder hereby sell(s), assign(s) and transfer(s) unto 

Insert Taxpayer Identification No. 
  

	
	  
 Please print or
typewrite name and address including zip code of assignee

	
	  
 the within Note and all rights
thereunder, hereby irrevocably constituting and appointing

	
	  
 attorney to transfer said Note on
the books of the Company with full power of substitution in the premises.


  

									
	Dated:	 	  
	 		 	  
	  	
					
		 		 		 	  
	  	
		 		 		 	Signature(s)	  	

  

					
	  
	 		 	
	 Signature Guarantee
	 		 	
			
	Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities
and Exchange Commission Rule 17Ad-15 if Notes are to be delivered other than to and in the name of the registered holder.	 		 	









					
	Fill in for registration of Notes if to be delivered other than to and in the name of the registered holder:	 		 	
	  
 (Name)
	 		 	
			
	  
 (Street Address)
	 		 	
			
	  
 (City, State and Zip Code)
	 		 	
	Please print name and address	 		 	
		 	NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.	 	
			
		 	  
 Social Security or Other
Taxpayer
 Identification Number