PROFESSIONAL BRANCH MANAGER PHANTOM STOCK AGREEMENT

                  This Professional Branch Manager Phantom Stock Agreement (this
"Agreement") is made this _________ day of __________________________, 19___, by
and   between    Legg   Mason   Wood   Walker,    Incorporated    ("Legg")   and
________________________________ ("Employee").

                           WHEREAS,  Employee has  accepted  employment  by
                           Legg as a  Professional Branch Manager; and

         WHEREAS,  Legg and Employee  believe it to be mutually  advantageous to
provide for the payment of certain  compensation  to Employee upon the terms and
conditions hereafter set forth,

                  Now, therefore, Legg and Employee agree as follows:

                       1. CERTAIN  MONETARY  COMPENSATION.  In  consideration of
Employee's employment with Legg, Legg shall be obligated to pay Employee certain
compensation  which Employee may elect to be deferred  pursuant to the terms and
conditions of this Agreement.

                       2. PHANTOM SHARE UNITS.  Legg and Employee agree that the
certain  compensation to be paid by Legg to Employee shall not be paid currently
but shall be deferred,  and as deferred,  shall be deemed  converted  into units
that are economically  equivalent to, but are not actual,  shares of Legg Mason,
Inc.  ("LMI")  Common  Stock.  These  "phantom"  shares of LMI Common  Stock are
referred to as "Share Units."

                       3. COMPENSATION  DEFERRAL ELECTIONS.  Simultaneously with
the execution of this Agreement,  Employee must direct Legg on a form prescribed
by Legg (hereafter the "Compensation  Deferral Election" and attached as Exhibit
A) to defer a portion not to exceed  $12,000.00 of Employee's  compensation  for
the calendar year, on a before tax basis,  from Employee's  annual bonus or from
Employee's  compensation,  in any  whole  percentage  Employee  chooses,  from a
minimum of 1% to a maximum of 15% (not to exceed  $12,000.00 in the  aggregate);
or from  Employee's  compensation  in any monthly whole dollar  amount  Employee
chooses,  from a minimum of $250.00 to a maximum of $1,000.00.

                         When electing to make deferrals of  compensation  under
this  Agreement,  Employee  must  make an  irrevocable  election  for an  entire
calendar year.  Once a calendar year has begun,  a deferral  election may not be
changed or revoked during the calendar year (except with respect to deferrals in
future calendar years).  Notwithstanding the foregoing, however, in the event of
Employee's financial hardship,  the Employee may apply to Legg for permission to
reduce or suspend deferral  contributions for the remainder of the calendar year
or any part thereof.  Legg has the sole  discretion as to the extent (if at all)

                                                                  Exhibit 4.1

<PAGE>

it shall  grant the  Employee's  request.  "Financial  hardship"  is  defined as
financial  need  arising  as a result  of a sudden  and  unexpected  illness  or
accident of the Employee or a dependent,  loss of the Employee's property due to
casualty, or other similar extraordinary and unforeseeable circumstances arising
as a result of events  beyond  the  control  of  Employee,  but only  where such
financial  need is not and may not be  relieved  (i)  through  reimbursement  or
compensation  by insurance or otherwise or (ii) by liquidation of the Employee's
assets,  to the extent the  liquidation  of such assets  would not itself  cause
severe financial hardship.

                          Employee  may  make  changes  in his  or her  deferral
election  (including  a  revocation  of further  deferrals),  effective  for any
calendar  year  after the year in which he or she  initially  entered  into this
Agreement  by filing  prior to  January  1 of the  subsequent  year a  completed
compensation  deferral  amendment in the form  prescribed by Legg (hereafter the
"Compensation  Deferral Amendment" and attached as Exhibit B). If Employee fails
to file a completed  Compensation Deferral Amendment prior to the beginning of a
calendar year,  Employee will be deemed to have elected to keep Employee's prior
election in force for the new calendar year.

                       4. PROFESSIONAL  BRANCH MANAGER PHANTOM STOCK ACCOUNT. In
lieu of paying the deferred  portion of Employee's  compensation to the Employee
as earned,  Legg will  establish a  Professional  Branch  Manager  Phantom Stock
Account  (the  "Account")  on its books and  records for the benefit of Employee
wherein  Legg  will  credit  to  such  Account   dollar  amounts  equal  to  the
compensation  deferred  by the  Employee  under this  Agreement  (hereafter  the
"Compensation  Credit") to be  converted  into Share  Units.  Each  Compensation
Credit will be made as of a date not later than ten (10) business days after the
last day of the  month  during  which  the  Compensation  Credit  was  earned by
Employee. The number of Share Units into which such Compensation Credit shall be
converted (calculated to four decimal places) will be determined as of the fifth
trading day after the date the Compensation  Credit is made and will be equal to
the amount of the  Compensation  Credit  divided by the fair  market  value of a
share of LMI Common  Stock,  determined as set forth below.  Additionally,  Legg
will "match" the  Compensation  Credit on a monthly basis by contributing to the
Employee's Account a dollar amount equal to the Compensation Credit (hereinafter
the "Matched  Credit") with the Matched Credit converted into Share Units in the
same manner as the Compensation  Credit (hereinafter the "Matched Share Units").

                          Fair market  value of a share of LMI Common Stock will
equal the five day average of the closing  prices on the  principal  exchange on
which LMI Common Stock is traded for the four trading days immediately preceding
the  applicable  valuation date and the valuation date (where the valuation date
is the fifth trading day after the date on which the Account is  credited),  or,
if LMI  Common  Stock is not then  traded  on an  exchange,  such  amount  as is
determined  by Legg  using any  reasonable  method of  valuation  ("Fair  Market
Value").

                       5.  ADJUSTMENT TO ACCOUNT UPON DIVIDEND BY LMI. If, prior
to the date Employee  receives a payment from Legg pursuant to this Agreement (a
"Payment Date"), LMI pays any dividend (other than in LMI Common Stock) upon its
Common Stock,  or makes any  distribution  (other than in LMI Common Stock) with

                                       2

<PAGE>

respect thereto, Employee's Account will be credited with additional Share Units
and Matched  Share  Units,  equivalent  to that number of phantom  shares of LMI
Common  Stock  determined  by  dividing  the  amount  of the  dividend  or other
distribution  allocable  to the Share  Units and  Matched  Share  Units  already
credited to the Account as of the record date for the dividend or  distribution,
by 95% of the Fair  Market  Value of a share of LMI  Common  Stock on the  fifth
business  day after the payment date for the  dividend or  distribution.

                          In the event that, prior to a Payment Date, the number
of outstanding shares of LMI Common Stock is changed by reason of a stock split,
stock dividend,  combination of shares or recapitalization,  or LMI Common Stock
is  converted  into or  exchanged  for  other  shares  as a result  of a merger,
consolidation,  sale of assets or other reorganization or recapitalization,  the
number of Share  Units and  Matched  Share  Units then  credited  to  Employee's
Account will be appropriately  adjusted so as to reflect such change (based upon
the best  estimate of Legg as to relative  values).

                          Nothing contained in this Agreement shall confer or be
construed as conferring  upon Employee any rights as a stockholder of LMI or any
right to have access to the books and records of LMI or any subsidiary.

                       6.  VESTING  SCHEDULE OF SHARE UNITS.  Employee  shall be
fully and  immediately  vested in all Share Units  attributable  to or resulting
from Employee's  Compensation Credit.

                          Employee  shall  vest in  Matched  Share  Units  as of
December 31 of the sixth (6th)  calendar  year  following  the calendar year for
which  Matched  Share Units were  credited  to  Employee's  Account,  as long as
Employee is continuously employed in good standing by Legg through and including
December  31 of such sixth  (6th) year,  but such  Matched  Share Units shall be
subject to  forfeiture  as  described  in  Paragraph  11 if Employee  engages in
competition.  For example, if Matched Share Units were credited to an Employee's
Account for the calendar  year 2002,  such Matched  Share Units would vest as of
December 31, 2008.

                          For purposes of determining  Employee's vested portion
of Matched Share Units, Employee shall not be entitled to receive any partial or
pro-rated  credit for having been  employed by Legg for any partial  time period
which ends before the last day of the sixth (6th)  calendar  year  following the
calendar year for which Matched Share units were credited to Employee's Account,
unless Employee's employment with Legg terminates prior to such last day of such
sixth (6th)  calendar year by reason of disability or retirement  (as such terms
are  defined  below),  or  death.  In the  event  of any  other  termination  of
employment, whether involuntary or voluntary and for whatever cause or no cause,
Employee  shall have no right or claim to any Matched Share Units which have not
vested  to  Employee  and such  non-vested  Matched  Share  Units  shall  belong
exclusively to Legg.

                          In  the   event   Employee's   employment   with  Legg
terminates  as a result of  Employee's  death,  all Matched Share Units shall be

                                       3

<PAGE>

immediately  deemed vested and  belonging to Employee's  estate or to Employee's
beneficiary if Employee has named a beneficiary as described in Paragraph 10.

                          In  the   event   Employee's   employment   with  Legg
terminates as a result of Employee's  disability,  all Matched Share Units shall
be  immediately  deemed vested and  belonging to Employee.  For purposes of this
Agreement,  "disability"  (hereinafter  "Disability")  shall  mean  a  medically
determinable  physical or mental  impairment  which,  as  determined by the Legg
Deferred  Compensation  Committee  using such criteria as it  establishes in its
sole and absolute  discretion,  will prevent  Employee from performing his usual
duties or any other similar duties in connection with his employment by Legg.

                          Unless  distribution of benefits is forfeited pursuant
to Paragraph 11 due to Employee  engaging in  competition,  vesting  pursuant to
this Paragraph  shall  continue  after Employee  retires from Legg provided that
such retirement  (hereinafter  "Retirement")  occurs (i) on or after Employee is
age 65;  (ii) on or after  Employee  is age 55 if the sum of  Employee's  age at
retirement  and his or her years of  service  with  Legg  equals at least 75; or
(iii) on or after  Employee is age 60 if the Employee has a minimum of ten years
of service with Legg.

                       7. ASSIGNMENT OF BENEFITS.  No amount  payable,  or other
right or benefit,  under this Agreement,  will, except as otherwise specifically
provided by this Agreement or by applicable law, be subject to sale, assignment,
transfer,  pledge,  encumbrance,   attachment,  garnishment  or  levy  prior  to
distribution   to   Employee.   Since  this   Agreement  is  intended  to  be  a
non-qualified,  unfunded plan not subject to the  Employment  Retirement  Income
Security Act of 1974,  as amended,  payments  under this  Agreement  will not be
subject to the provisions of any qualified  domestic relations order (as defined
under  the  Internal  Revenue  Code)   applicable  to  an  Employee's   deferred
compensation  benefit.

                          Notwithstanding  any provision herein to the contrary,
Employee  acknowledges  and  agrees  that any  distribution  payable  under this
Agreement  may be used at the  discretion  of Legg to  offset  any debt  owed by
Employee to Legg at the date such distribution would otherwise be paid. Employee
expressly authorizes Legg to withhold distributions payable under this Agreement
to offset any debts or other  liabilities  owed by Employee to Legg.  If Legg is
aware of any errors,  loans  outstanding or  liabilities  of Employee,  Legg may
withhold  distributions  under this Agreement until such time as the liabilities
are satisfied or Legg has determined that a liability no longer exists.

                       8.  UNFUNDED  NATURE OF THE  AGREEMENT.  Legg will not be
required to  purchase,  hold or dispose of any  investments  with respect to the
Compensation Credits or Share Units.  Employee has no interest in the Account or
in any  investments  Legg may purchase with such  amounts,  except as a general,
unsecured  creditor of Legg.

                          Should  Legg  elect to make  contributions  to a trust
(hereinafter  referred to as the  "Trust") to assist Legg in paying the benefits
which may accrue  hereunder,  the amounts  contributed shall be used to purchase

                                       4

<PAGE>

the  deemed  investments  under  Paragraph  4,  subject  to  application  of the
provisions of this Paragraph 8 to the actual investments. However, contributions
to the Trust  shall not  reduce or  otherwise  affect  Legg's  liability  to pay
benefits under this Agreement (which benefits may be paid from the Trust or from
Legg's general assets, in Legg's discretion), except that Legg's liability shall
be reduced by actual  benefit  payments from the Trust (and the Account shall be
appropriately  adjusted to reflect such payments).  If any such investments,  or
any  contributions to the Trust,  are made by Legg, such investments  shall have
been made solely for the purpose of aiding Legg in meeting its obligations under
this Agreement,  and, except for actual  contributions to the Trust, no trust or
trust  fund is  intended.  To the  extent  that Legg  does,  in its  discretion,
purchase or hold any such investments  (other than through  contributions to the
Trust),  Legg will be named sole owner of all such investments and of all rights
and  privileges  conferred  by the  terms  of the  instruments  or  certificates
evidencing such investments.  Nothing stated herein will cause such investments,
or the Trust, to form part of the Account,  or to be treated as anything but the
general assets of Legg, subject to the claims of its general creditors, nor will
anything  stated herein cause such  investments,  or the Trust, to represent the
vested, secured or preferred interest of the Employee or his beneficiaries. Legg
shall have the right at any time to use such  investments  not held in the Trust
in the  ordinary  course of its  business.  Neither the  Employee nor any of his
beneficiaries shall at any time have any interest in the Account or the Trust or
in any such investments,  except as a general, unsecured creditor of Legg to the
extent of the  deferred  compensation  arrangement  which is the subject of this
Agreement.

                       9. MODE OF DISTRIBUTION. Legg will make all distributions
under this Agreement in shares of LMI Common Stock.

                          Employee  acknowledges that, because Fair Market Value
will be  measured  by taking into  account  stock  prices over a five day period
preceding  the date a  distribution  is due,  Employee  will be  subject to some
market risk if the trading  price of LMI Common Stock  declines  during the five
day period.  After the date of  distribution,  Employee must make his or her own
decision  as to  whether  to sell or  retain  the  shares  received  under  this
Agreement.  Any brokerage  commissions  or other  charges  incurred in the event
Employee  decides to sell such  shares  will be the sole  responsibility  of the
Employee, not Legg.

                  10.  TIMING  OF  DISTRIBUTION.

                       10.1 In General.  Simultaneously  with the execution
of this  Agreement,  Employee must make an election on a form prescribed by Legg
(hereafter the "Payment  Option  Election" and attached as Exhibit C) to receive
the benefits payable under this Agreement either:

                            (a) with  respect to Share  Units and  corresponding
Matched Share Units, as soon as practicable following the date, but in any event
not later than  sixty  (60) days  following  the date,  on which the  respective
Matched  Share Units have fully  vested  pursuant to  Paragraph 6; or

                                       5

<PAGE>

                            (b) in the event an Employee's employment with Legg
terminates as a result of Retirement, with respect to Share Units resulting from
Employee's  Compensation  Credits,  either  (i) in a single  lump sum as soon as
practicable  following  the last day, but in any event not later than sixty (60)
days  following the last day, of the calendar  year during which the  Employee's
Retirement occurred or (ii) in three (3) annual installment distributions of the
balance of the  Account,  the first of which shall occur as soon as  practicable
following  the last  day,  but in any  event  not  later  than  sixty  (60) days
following  the last day,  of the  calendar  year  during  which  the  Employee's
Retirement  occurred  and (iii)  with  respect to Matched  Share  Units,  unless
distribution  of Matched Share Units are forfeited  pursuant to Paragraph 11 due
to the Employee  engaging in competition,  as soon as practicable  following the
last day, but in any event not later than sixty (60) days following the last day
of each  calendar  year during  which such Matched  Share Units vest;  provided,
however, that if the balance in the Employee's Account at the time of Retirement
is less than $20,000, the Employee may not elect option (ii).

                       10.2   Termination   of   Employment.   For  purposes  of
determining the amount of any distribution  with respect to Matched Share Units,
an Employee shall not be entitled to receive any partial or pro-rated credit for
Matched Share Units allocated to his Account for calendar years ending after the
date which is six (6) years prior to the date of  termination.  If an Employee's
employment with Legg  terminates for any reason other than death,  Disability or
Retirement (as such terms are defined herein),  whether involuntary or voluntary
and for  whatever  cause or for no cause,  the  Employee  shall have no right or
claim to any such  Matched  Share  Units and such  Matched  Share Units shall be
forfeited in their entirety. Forfeited amounts shall revert to Legg and will not
be allocated to other  Employees.  Shares Units  attributable  to the Employee's
Compensation  Credit  shall be paid to Employee in  accordance  with  Employee's
Payment  Option  Election.

                        10.3  Death.

                              (i) In the  event an  Employee's  employment  with
Legg terminates as a result of death, all Share Units and Matched Share Units in
his Account shall be paid,  in accordance  with the  Employee's  Payment  Option
Election,  to the  Employee's  estate or to the Employee's  beneficiary  (if the
Employee has named a beneficiary on a form  prescribed by Legg  (hereafter,  the
"Designation of Beneficiary") by executing and completing a form attached hereto
as Exhibit D naming a person or persons to receive  distributions  payable under
this Agreement (the  "Beneficiary"))  as soon as practicable  following the last
day, but in any event not later than sixty (60) days  following  the last day of
the calendar year during which the Employee's death occurred.

                              (ii)  In  the   event  of  an   Employee's   death
subsequent to the date of the  Employee's  Retirement and at a time during which
the Employee is receiving  distributions  under this Agreement,  all Share Units
and Matched Share Units then remaining in the Employee's  Account shall be paid,
notwithstanding  the Employee's  Payment Option Election,  in a lump sum, to the
Employee's  estate  or to the  Employee's  beneficiary  as soon  as  practicable
following the date of death of the Employee.

                                       6

<PAGE>

                       10.4  Disability.  In the event an Employee's  employment
with Legg  terminates  as a result of  Disability,  all Share  Units and Matched
Share Units in his Account shall be paid, in accordance with Employee's  Payment
Option Election, as soon as practicable following the last day, but in any event
not later than sixty (60) days  following  the last day,  of the  calendar  year
during  which  Disability  occurred.

                       10.5 The amount of any  distribution  with  respect to an
Account will be  determined on the date  Employee or his or her  Beneficiary  is
entitled to receive a distribution  and, to the extent an Account includes Share
Units or vested  Matched Share Units,  will be based on the Fair Market Value of
LMI Common Stock as of the date Employee or his or her  Beneficiary  is entitled
to receive a distribution.

                  11. NON-COMPETE  REQUIREMENT.  If  Employee  "engages in
competition"  with Legg prior to one year  after the  Matched  Share  Units have
fully  vested  pursuant to  Paragraph  6,  Employee's  claim to such  respective
Matched  Share  Units,  both vested and  non-vested,  shall be  forfeited in its
entirety.  Forfeited  amounts  shall  revert to Legg.

                      11.1 For  purposes of this  Agreement,  Employee  shall be
deemed to have "engaged in competition" with Legg if he or she:

                           11.1.1 discloses the names of or otherwise identifies
any of Legg's customers to any person, firm, corporation,  association, or other
entity for any reason or purpose whatsoever;

                           11.1.2  discloses to any person,  firm,  corporation,
association,  or other entity any information  regarding Legg's general business
practices  or  procedures,   methods  of  sale,  list  of  products,   personnel
information or any other information concerning Legg's business;

                           11.1.3 owns, manages, operates, controls, is employed
by, acts as an agent for, participates in or is connected in any manner with the
ownership,   management,   operation  or  control  of  any  firm,   corporation,
association  or other entity which is engaged in businesses  which are or may be
competitive  to the business of Legg;  provided  further  that this  restrictive
covenant  shall  encompass the State of Maryland and any other states where Legg
is engaged in business,  and every city, county, and other political subdivision
of such states; or

                           11.1.4 solicits or calls, either by himself or at his
or her  direction  has any other  person  or firm  solicit  or call,  any of the
customers of Legg on whom Employee called, with whom Employee became acquainted,
or of whom Employee learned during his employment by Legg.

                      11.2 It is the  intention  of Legg that this  Paragraph be
given the  broadest  protection  allowed by law with regard to the  restrictions
herein  contained.  Each  restriction  set  forth  in this  Paragraph  shall  be

                                       7

<PAGE>

construed  as a  condition  separate  and apart  from any other  restriction  or
condition.  To the extent that any  restriction  contained  in the  Paragraph is
determined by any court of competent  jurisdiction to be unenforceable by reason
of it being  extended  for too great a period of time,  or as  encompassing  too
large  a  geographic  area,  or over  too  great a  range  of  activity,  or any
combination of these  elements,  then such  restriction  shall be interpreted to
extend  only over the  maximum  period of time,  geographic  area,  and range of
activities which the court deems reasonable and enforceable.

                   12. FICA OR PAYROLL TAX. Any FICA or other  payroll tax which
may be imposed on Employee with respect to the deferred  compensation under this
Agreement  will be,  unless  otherwise  determined  by Legg,  deducted  from the
non-deferred  remainder of  compensation of Employee.

                   13. DISPUTES SUBJECT TO ARBITRATION. Employee agrees that any
controversy or dispute  arising under this Agreement which cannot be resolved by
the Legg Deferred  Compensation  Committee,  or out of Employee's  employment by
Legg  (including,  but not limited to, claims arising under the Civil Rights Act
of 1964, the Civil Rights Act of 1991, the Age  Discrimination in Employment Act
of 1967, and analogous state statutes),  shall be submitted for arbitration upon
demand of either party in accordance with the rules of the National  Association
of Securities  Dealers,  Inc. or the New York Stock  Exchange,  Inc.,  provided,
however, that in the event of termination of Employee's  employment,  Legg shall
be entitled  to seek  injunctive  relief or confess  judgment  against  Employee
pursuant to the terms of any other  applicable  agreement and that Legg shall be
entitled  to apply for and obtain  from any state or federal  court such  relief
before or after the commencement of any arbitration  proceeding,  such relief to
be  afforded   to  Legg   pending  the   decision   of  the   arbitrators.

                   14.   EMPLOYMENT-AT-WILL.   Employee   and  Legg   agree  and
acknowledge  that  this  Agreement  shall  not be  construed  as a  contract  of
employment.  Legg maintains an employment-at-will policy. As Employee is free to
end his or her  employment  with Legg at any time for any  reason or no  reason,
Legg is free to end the  employment  with Employee at any time for any reason or
no reason.

                         Furthermore,  Legg  may  end  at  any  time  Employee's
employment as a Professional  Branch Manager. In the event Employee is no longer
employed as a Professional  Branch Manager,  Employee will no longer be entitled
to defer compensation  pursuant to this Agreement.  However, as long as Employee
continues to be employed in good standing by Legg, Employee shall continue to be
entitled to the benefits due Employee under this Agreement.

                   15.   GOVERNING  LAW.  This  Agreement   shall  be  governed,
construed,  and enforced in  accordance  with the laws of the State of Maryland.

                   16.  EFFECTIVENESS  OF THIS  AGREEMENT.  If any  part of this
Agreement  shall be held  invalid  or  unenforceable,  that part shall be deemed

                                       8

<PAGE>

modified as necessary to make it effective, and the remaining provisions of this
Agreement  shall remain in effect.

                   17.  ENTIRE   UNDERSTANDING   OF  PARTIES.   This   Agreement
incorporates the entire  understanding  between Employee and Legg on the subject
matter  herein  and may be not  changed  except  by a  writing  signed by a duly
authorized  officer of Legg and Employee.

                   18.  ASSISTANCE  OF  COUNSEL.   Employee   acknowledges  that
Employee  was  given the  opportunity  to read  this  Agreement  and to seek the
assistance  of  counsel  before  Employee  decided  to accept  the terms of this
Agreement or sign this Agreement.

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

                                            EMPLOYEE:


                                            -----------------------------------
                                            Signature


                                            -----------------------------------
                                            Print Full Name


                                            LEGG MASON WOOD WALKER,
                                            INCORPORATED


                                            BY:________________________________




                                       9

<PAGE>

                                    EXHIBIT A

               PROFESSIONAL BRANCH MANAGER PHANTOM STOCK AGREEMENT

                         Compensation Deferral Election

         Pursuant to the Agreement, I agree to the following deferral of amounts
that would  otherwise be payable to me as current  compensation  (pick a., b. or
c.):

(a)      Annual Bonus Whole
         Dollar Deferral                    $_______ (not to exceed $12,000.00)

(b)      Percentage of
         Compensation Deferral:             _______% of compensation (1% to 15%
                                                     and    not    to     exceed
                                                     $12,000.00 in the aggregate
                                                     in  combination   with  the
                                                     above deferral)

                  or

(c)      Monthly Whole Dollar Deferral    $_______ ($250.00 to $1,000.00)

         Having read and  understood  the  Agreement  provided to me by Legg,  I
understand and agree that:

                  1.       My deferrals will be made from  compensation  payable
                           to  me  in  the  calendar  year  and  all  subsequent
                           calendar  years until I submit to Legg a Compensation
                           Deferral  Amendment in  accordance  with the terms of
                           the  Agreement and which is received by Legg prior to
                           the first day of the calendar year for which it is to
                           be effective.

                  2.       Elections may not be changed or revoked except at the
                           end of a calendar year (except in the event of severe
                           financial  hardship,  in which  case,  I may apply to
                           Legg for its consent to a suspension of deferrals).


<PAGE>



                  3.       Any  deferral  is  subject  to all of the  terms  and
                           conditions of the Agreement,  including  particularly
                           that:  (i) deferrals are  irrevocable  until one year
                           after  vesting of Matched  Share  Units,  retirement,
                           termination,  disability,  or death, whichever occurs
                           earliest,  (ii)  compensation  which I  defer  is not
                           invested directly in common stock (therefore,  I have
                           no  rights  as  a  stockholder   by  virtue  of  this
                           Agreement),  and (iii) my only  claim in the event of
                           financial  difficulty  of  Legg  is as  an  unsecured
                           general creditor for the benefits due to me under the
                           Agreement.


                                                    Employee:


                                                    ---------------------------
                                                    Signature              Date

                                                    ---------------------------
                                                    Print full name


Receipt Acknowledged:

LEGG MASON WOOD WALKER, INCORPORATED


By:----------------------------------
         Signature



                                       2

<PAGE>

                                    EXHIBIT B


               PROFESSIONAL BRANCH MANAGER PHANTOM STOCK AGREEMENT

                         Compensation Deferral Amendment

The purpose of this form is to change a previously-filed  election. I understand
that:

                  1.       The  election  made  in  this  Compensation  Deferral
                           Amendment  applies  only to the portion of my Account
                           under the  Agreement  attributable  to  contributions
                           credited  after the first  day of the  calendar  year
                           following receipt of this form by Legg.

                  2.       The  election  made  in  this  Compensation  Deferral
                           Amendment  will  remain  in  effect  for  all  future
                           calendar  years  unless  I  file  a new  Compensation
                           Deferral  Amendment  with Legg prior to the first day
                           of the calendar year for which it is to be effective.

ELECTION CHANGE:  (Check as applicable)

         __       I elect to cease further deferrals of my compensation.

         __       Having previously  suspended  deferrals of my compensation,  I
                  elect to resume such  deferrals,  at the  percentage set forth
                  below.

         __       I elect that further deferrals of my compensation shall be
                  equal to:

         (a)       _________        of my annual bonus (not to exceed
                                    $12,000.00);
         (b)       _________%       of compensation  (1% to 15% and not to
                                    exceed  $12,000.00 in combination with the
                                    above deferral); or
         (c)      $_________        per month ($250.00 to $1,000.00).

                                          Employee:


                                          --------------------------------
                                          Signature                   Date


                                          ---------------------------------
                                          Print full name


<PAGE>

Receipt Acknowledged:

LEGG MASON WOOD WALKER, INCORPORATED

By:  --------------------------------
         Signature


<PAGE>

                                    EXHIBIT C

               PROFESSIONAL BRANCH MANAGER PHANTOM STOCK AGREEMENT

                             Payment Option Election


         I hereby elect to receive the benefits  attributable to the Share Units
and any  corresponding  Matched Share Units of my Account under the Agreement in
the following manner: (check one)

         a. ______ as soon as practicable  following the last day, but in any
                   event not later than sixty (60) days  following the last day,
                   of the sixth  calendar  year  following the calendar year for
                   which such amounts were credited or allocated to my Account.

         b. ______ in a lump sum as soon as practicable  following the last day,
                   but in any event not later than sixty (60) days following the
                   last day, of the calendar  year in which my  employment  with
                   Legg  terminates  as a result  of my death,  "Disability"  or
                   "Retirement,"  as defined in the Agreement,  or other reasons
                   resulting  in  my  right  to  receive   benefits   under  the
                   Agreement.

         c.  _____ in  three  annual   installments  with  the  first  of  such
                   installments  occurring as soon as practicable  following the
                   last day,  but in any event not later  than  sixty  (60) days
                   following  the last  day,  of the  calendar  year in which my
                   employment  with  Legg  terminates  as a result  of my death,
                   "Disability" or  "Retirement," as defined in the Agreement or
                   other reasons resulting in my right to receive benefits under
                   the Agreement.

         I understand that if I elect to receive  distributions in installments,
each  installment will be determined by dividing the then value of the amount to
be distributed by the number of installments remaining to be paid (including the
installment  then  due).  If the amount of the total  distribution  is less than
$20,000.00, I understand installment option c. above will not be available and I
will receive a single lump sum payment.  I understand that if I elect options a.
or c. above and am receiving  installments as a result of my "Retirement",  then

<PAGE>

Professional Branch Manager Phantom Stock Agreement
Payment Option Election
Page 2


if I die  before  receiving  all  amounts  to  which  I am  entitled  under  the
Agreement, the balance in my Account at the time of my death will be distributed
to my estate or Beneficiary in a lump sum as soon as practicable after my death.


                                          Employee:


                                          -------------------------------
                                          Signature                  Date


                                          -------------------------------
                                          Print full name




Receipt Acknowledged:

LEGG MASON WOOD WALKER, INCORPORATED


By: ---------------------------------
         Signature




<PAGE>



                                    EXHIBIT D

               PROFESSIONAL BRANCH MANAGER PHANTOM STOCK AGREEMENT

                         Designation of Beneficiary(ies)

By virtue of my right under the Agreement to designate the  beneficiary(ies)  of
any death  benefits  payable  under the  Agreement,  and  subject  to any future
exercise  of said  right  by me,  I hereby  direct  that any and all such  death
benefits shall be paid, in accordance  with the terms of the  Agreement,  to the
person(s)  named  below who are  living at the time of each such  payment,  and,
unless otherwise  expressly  indicated,  in equal shares among them if more than
one such person shall be living at the time of each such payment:

         PRIMARY BENEFICIARY(IES)


                ---------------------------------------------------------
                  Name/Relationship                  Address


                ---------------------------------------------------------
                  Name/Relationship                  Address


                --------------------------------------------------------
                 Name/Relationship              Address

In the  event  that no  primary  beneficiary  shall be living at the time of any
death benefit payment,  I hereby direct that such remaining  payment(s) shall be
made to those  person(s)  named  below  who are  living at the time of each such
remaining payment,  and, unless otherwise expressly  indicated,  in equal shares
among them if more than one such person shall be living at the time of each such
remaining payment:

         CONTINGENT BENEFICIARY(IES)


           --------------------------------------------------------------
                  Name/Relationship                  Address


           --------------------------------------------------------------
                  Name/Relationship                  Address


           --------------------------------------------------------------
                 Name/Relationship                  Address

<PAGE>

Professional Branch Manager Phantom Stock Agreement
Payment Option Election
Page Two


Professional Branch Manager Phantom Stock Agreement
Designation of Beneficiary(ies)


In the further event that none of the persons named above,  either as primary or
contingent  beneficiary(ies),  shall be living at the time of any death  benefit
payment,  all remaining  payment(s)  shall be made to my estate  pursuant to the
Agreement.

         NOTE:  If so specified in the above designations, "person" includes a
                trust or corporation.


                        Employee:
                                  ---------------------------------------------
                                  Signature                               Date


                                  ---------------------------------------------
                                  Print full name


                                                   ----------------------------
                                                           Witness

Receipt Acknowledged:

LEGG MASON WOOD WALKER, INCORPORATED


By: -----------------------------------
                                  Date