Citigroup (C)

TERMINATION

Section 9.1 Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing:

(a) by the mutual written consent of Legg Mason and Citigroup; or

(b) by either Legg Mason or Citigroup, if the transactions contemplated by this Agreement are not consummated by March 31, 2006 (the “Termination Date”), except to the extent that such failure arises out of, or results from, a material breach by the Party seeking to

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terminate this Agreement of any representation, warranty, covenant or obligation of such Party contained herein; or

(c) by either Legg Mason or Citigroup, as the case may be, if there shall have been a breach by the other of any of its representations, warranties, covenants or obligations contained herein, which breach would result in the failure to satisfy any condition set forth in Sections 7.1 or 7.2 (in the case of a breach by Citigroup), or Sections 7.1 or 7.3 (in the case of a breach by Legg Mason), and in any such case such breach shall be incapable of being cured or, if capable of being cured, shall not have been cured within 30 calendar days after written notice thereof shall have been received by the Party alleged to be in breach; provided that the right to terminate this Agreement under this Section 9.1(c) shall not be available to any Party if the nonfulfillment of the conditions to such Party’s obligation to close set forth in Sections 7.1 or 7.2 (in the case of Citigroup) or Sections 7.1 or 7.3 (in the case of Legg Mason) results from the breach by such Party of any of its representations, warranties, covenants or obligations contained herein.

Section 9.2 Effect of Termination. If this Agreement is terminated, no Party (or any of its Affiliates or their respective directors, officers, employees, representatives or agents) will have any liability or further obligation to any other Party to this Agreement, absent fraud or willful breach of this Agreement prior to such termination and except for the obligations set forth in Sections 6.3(b), (c) and (d) and 11.12, which shall survive termination.