0001345471-09-000389 Sample Contracts

AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF TRIAN SPV (SUB) V, L.P. Dated June 1, 2009
Limited Partnership Agreement • December 28th, 2009 • Trian Fund Management, L.P. • Investment advice

This Amended and Restated Limited Partnership Agreement dated on the date first above written (the "Agreement") among the undersigned (herein called the "Partners", which term shall include any persons hereafter admitted to Trian SPV (SUB) V, L.P. (the "Partnership") pursuant to Article IV of this Agreement and shall exclude any persons who cease to be Partners pursuant to Article V of this Agreement) shall govern the Partnership.

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Agreement • December 28th, 2009 • Trian Fund Management, L.P. • Investment advice • Delaware

This AGREEMENT, dated as of October 25, 2009 (the "Agreement"), is by and among Legg Mason, Inc., a Maryland corporation (the "Company"), and the other entities and persons signatory hereto (collectively, the "Investors").

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