EXHIBIT 4.1
		   LEGG MASON WOOD WALKER, INCORPORATED
	    PRODUCING BRANCH MANAGER DEFERRED COMPENSATION PLAN

     This document constitutes the Legg Mason Wood Walker, Incorporated
Producing Branch Manager Deferred Compensation Plan (the "Plan").

     1.  Purpose - The purpose of the Plan is to enhance the ability of Legg
Mason Wood Walker, Incorporated to attract and retain producing branch
managers by providing for the payment of deferred bonuses.

     2.  Definitions - As used herein, the following definitions shall apply:

	 (a)  "Account" means a Branch Manager's combined Interest Account
and Phantom Stock Account.

	 (b)  "Branch Manager" means an employee who devotes all or a
portion of his or her working time to the management of a retail branch
office of the Company and who is classified by the Company as a branch
manager.  This definition excludes any executive office/departmental
personnel unless specifically included by separate agreement.

	 (c)  "Committee" means the Legg Mason Wood Walker, Incorporated
Producing Branch Manager Deferred Compensation Plan Committee consisting of
such members as the Company's President shall select from time to time.

	 (d)  "Company" means Legg Mason Wood Walker, Incorporated.

	 (e)  "Credit Interest Rate" means the average of the twelve month
end rates of the Company's credit interest rate paid during a Plan Year to
the Company's cash reinvestment accounts.

	 (f)  "Deferred Bonus" means the deferred bonus credited to an
Eligible Branch Manager under Section 4 of this Plan.

	 (g)  "Disability" means a medically determinable physical or mental
impairment which, as determined by the Committee using such criteria as it
establishes in its sole and absolute discretion, will prevent the Branch
Manager from performing his or her usual duties or any other similar duties
available in the Company's employ for a period of at least twelve (12) months.

	 (h)  "Distribution Valuation Date" means (i) in the case of a
distribution following the death of a Branch Manager or the termination of a
Branch Manager's employment as a result of Disability, the date that is ten
(10) business days before the applicable Payment Date; and (ii) in all other


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cases, April 25th (or, if Legg Mason Common Stock is not traded on its
principal exchange on that day, the next following day on which Legg Mason
Common Stock is traded on its principal exchange) preceding the applicable
Payment Date.

	      (i)  "Dividend Payment Date" has the meaning specified in
Section 6(d)(i).

	 (j)  "Eligible Branch Manager" means a Branch Manager (i) who is
employed in the Company's Private Client Group, (ii) who is classified by
the Company as a producing Branch Manager and is paid, in whole or in part,
in accordance with the Producing Branch Manager Compensation Schedule,
(iii) who does  not defer compensation under a Legg Mason Wood Walker,
Incorporated Professional Branch Manager Phantom Stock Agreement during
the applicable Plan Year, and (iv) who is employed by the Company on the
last day of the Plan Year (and, with respect to the Transition Period, the
last day of Plan Year 2003), or who terminated employment during the Plan
Year (or, with respect to the Transition Period, the last day of Plan Year
2003) by reason of death, Disability or Retirement.

	 (k)  "Fair Market Value" means an amount equal to the average of the
closing prices on the principal exchange on which Legg Mason Common Stock is
traded for the date on which the price is being determined (i.e., the
Valuation Date, Dividend Payment Date, Distribution Valuation Date or other
specified date) and the four (4) trading days immediately following the
applicable date on which the value is being determined or, if Legg Mason
Common Stock is not then traded on an exchange, such amount as is determined
by the Committee, in its discretion, using any reasonable method of valuation.
Any decline in the actual trading price of Legg Mason Common Stock during the
five (5) day pricing period shall be the sole risk of the Branch Manager.

	 (l)  "Formula Compensation" means the Legg Mason Branch Manager
Bonus for a Branch Manager for a Plan Year calculated on the Branch Manager
Worksheet provided to the Branch Manager by the Company.

	 (m)  "Interest Account" means the investment account established for
Deferred Bonuses pursuant to Section 5(a) and Section 6(c) of the Plan.

	 (n)  "Initial Deferred Bonus Percentage" means for any Plan Year the
total deferral percentage specified in the Producing Branch Manager
Compensation Schedule for that Plan Year to be applied to compensation that
(i) exceeds the lower threshold specified in such schedule as being subject
to deferral and (ii) does not exceed the higher threshold specified in such
schedule (which percentage, for Plan Year 2003 shall be 4%).

	 (o)  "Initial Bonus Threshold" means for any Plan Year the amount of
compensation specified in the Producing Branch Manager Compensation Schedule
for that Plan Year as the amount of compensation above which a Branch
Manager's compensation for that Plan Year will be subject to deferral (which
amount, for Plan Year 2003, shall be $75,000).

	 (p)  "Legg Mason Common Stock" means shares of common stock of
Legg Mason, Inc., par value $.10 per share.


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	 (q)  "Legg Mason Share Units" or "Share Units" means units that
are economically equivalent to, but are not actual, shares of Legg Mason
Common Stock.

	 (r)  "Payment Date" the date a Branch Manager receives a payment
from the Company pursuant to the Plan.

	 (s)  "Phantom Stock Account" means the investment account
established for Deferred Bonuses pursuant to Section 5(a) and Section 6(d) of
the Plan.

	 (t)  "Plan Year" means the fiscal year of the Company, which, as of
the date this Plan is adopted, is the 12 month period beginning April 1 and
ending March 31.  References herein to any certain Plan Year will refer to
the Plan Year ended on the March 31 of the year specified in such references.
Notwithstanding the foregoing, the first Plan Year, which shall also be
referred to as "Plan Year 2002," shall be the Transition Period.

	 (u)  "Producing Branch Manager Compensation Schedule" means the
Producing Branch Manager Compensation Schedule that is in effect at the
Company for a particular Plan Year.

	 (v)  "Retirement" means a Branch Manager's termination of
employment with the Company (i) on or after age sixty-five (65); or (ii)
at any time when the sum of the Branch Manager's age at termination of
employment and his or her years of service with the Company equals at
least seventy (70).

	 (w)  "Second Deferred Bonus Percentage" means for any Plan Year the
total deferral percentage specified in the Producing Branch Manager
Compensation Schedule for that Plan Year to be applied to compensation
for that Plan Year that exceeds the higher threshold specified in such
schedule as being subject to deferral (which percentage, for Plan Year 2003
shall be 5%)

	 (x)  "Second Bonus Threshold" means for any Plan Year the amount of
compensation specified in the Producing Branch Manager Compensation Schedule
for that Plan Year as the amount of compensation above which a Branch
Manager's compensation for that Plan Year will be subject to deferral at the
higher percentage specified in the Producing Branch Manager Compensation
Schedule for that Plan Year (which amount, for Plan Year 2003, shall be
$150,000)

	 (y)  "Transition Period" means the three month period commencing
January 1, 2002 and ending March 31, 2002.

	 (z)  "Valuation Date" means May 15th of each year (beginning with
May 15, 2003) or, if that day is not a day on which Legg Mason Common Stock
is traded on the principal exchange on which it is regularly traded, the next
following trading day.

     3.  Plan Participation - Eligible Branch Managers shall become
participants in the Plan on the last day of the first Plan Year (other than
Plan Year 2002) during which they become an Eligible Branch Manager.  In order
to receive a Deferred Bonus for any Plan Year during which the Eligible Branch
Manager was employed, the Branch Manager must be an Eligible Branch Manager,
and if the employment of a Branch Manager terminates during a Plan Year


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(or, for Deferred Bonuses related to the Transition Period, during Plan Year
2003) by reason of theBranch Manager's death, Disability or Retirement, the
Branch Manager shall be entitled to a prorated (or, with respect to Plan
Year 2002, a non-prorated) Deferred Bonus for such Plan Year (determined
in accordance with Section 4).

     If a Branch Manager ceases to be an Eligible Branch Manager (e.g.,
because he or she ceases to be classified as a Producing Branch Manager by
the Company), but remains in the employ of the Company, the Branch Manager
will continue to participate in the Plan, but only with respect to amounts
previously credited to the Branch Manager's Account. If a Branch Manager
ceases to be an Eligible Branch Manager, the value of the Account shall
continue to be credited with earnings pursuant to Section 6 (subject to
the forfeiture provisions of Section 7(a)), but no further Deferred Bonuses
will be credited to the Account with respect to any subsequent periods.

     4.  Deferred Bonuses - As of the end of each Plan Year commencing with
the 2002 Plan Year, the Company will credit the amount specified in either
clause (a) or (b) below, as applicable, to the Account of each Eligible
Branch Manager whose Formula Compensation for that Plan Year exceeds the
Initial Bonus Threshold for that Plan Year:

	 (a)  Initial Bonus Amount - For Eligible Branch Managers whose
Formula Compensation exceeds the Initial Bonus Threshold but does not
exceed the Second Bonus Threshold, the product of (X) the Branch Manager's
Formula Compensation for that Plan Year and (Y) the Initial Deferred Bonus
Percentage for that Plan Year.

	 (b)  Second Bonus Amount - For Eligible Branch Managers whose
Formula Compensation exceeds the Second Bonus Threshold, the product of
(X) the Branch Manager's Formula Compensation for that Plan Year and (Y)
the Second Deferred Bonus Percentage for that Plan Year.

Notwithstanding the foregoing, Deferred Bonuses related to Plan Year 2002
will be credited to Eligible Branch Managers at the end of Plan Year 2003
and, in calculating eligibility to receive, and the amount of, such Deferred
Bonuses, the Initial Bonus Threshold and the Second Bonus Threshold for Plan
Year 2002 will be reduced to one-quarter (1/4) of the amounts set forth on
the Producing Branch Manager Compensation Schedule for that period.

     Deferred Bonuses which the Branch Manager elects to invest in the
Phantom Stock Account will be allocated as of the first Valuation Date
following the close of the Plan Year to which the Deferred Bonus relates.

     If the employment of an Eligible Branch Manager terminates during a Plan
Year by reason of the Branch Manager's death, Disability or Retirement, the
Branch Manager shall be entitled to a prorated Deferred Bonus for such Plan
Year. Such proration shall be made by:

     (i)  multiplying the Initial Bonus Threshold and Second Bonus Threshold
for that Plan Year by a fraction, the numerator of which is the number of
calendar days during the Plan Year during which the Branch Manager was
employed by the Company and the denominator of which is 365; and


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     (ii)  applying such adjusted thresholds to the Branch Manager's actual
Formula Compensation for that Plan Year as of the last day of the month
during which the Branch Manager terminated employment.

In addition, if an Eligible Branch Manager's employment terminates for any
of such reasons during Plan Year 2003, such Branch Manager will also be
entitled to be credited with any Deferred Bonus related to the Transition
Period (without any prorating under this paragraph).

     5.  Establishment of Branch Manager Accounts

	 (a)  Account Established for Each Eligible Branch Manager - An
individual Account shall be established on the books of the Company in
the name of each Eligible Branch Manager, for the purpose of accounting
for Deferred Bonuses credited to the Branch Manager, and to account for
investment adjustments made pursuant to Section 6.  A separate sub-account
shall be established with respect to Deferred Bonuses credited for each Plan
Year (to which Deferred Bonuses for the Plan Year and any investment
adjustments made pursuant to Section 6 shall be credited). Other sub-accounts
may be established as the Committee or the Company deems appropriate to
properly implement the provisions of the Plan.

	 (b)  Account Statements - As soon as practicable after the Valuation
Date, the Company shall provide each Eligible Branch Manager who has a balance
in his or her Account with a statement showing the Deferred Bonuses credited
to his or her Account with respect to each Plan Year, the manner in which
Deferred Bonuses for a particular Plan Year are deemed to be invested, the
date on which the Branch Manager is scheduled to vest in the Deferred Bonuses
(and investment adjustments thereon) for each Plan Year, and such other
information as the Committee shall deem relevant.

     6.  Investment of Deferred Bonuses

	 (a)  Phantom Stock or Interest Credit - For investment purposes,
Deferred Bonuses credited to a Branch Manager's Account shall be allocated to,
and accrue in, either the Phantom Stock Account or Interest Account.

	 (b)  Investment Designation - Subject to such limitations, rules and
procedures as may from time to time be imposed by the Committee, each Eligible
Branch Manager shall elect annually, prior to the end of each Plan Year, on a
form prescribed by the Committee, whether any Deferred Bonuses for such Plan
Year shall be allocated to, and accrue in, the Interest Account or the Phantom
Stock Account. The initial election by a Branch Manager shall apply to
Deferred Bonuses relating to both Plan Year 2002 and Plan Year 2003.  Once an
election has been made for a particular Plan Year, it may not be changed.
Except as provided above, a separate election may be made with respect to each
Plan Year. Except as the Committee shall otherwise determine, any investment
election with respect to the Deferred Bonus for a Plan Year shall apply to
the Deferred Bonus for each following Plan Year unless and until a new
investment election is filed with the Committee.


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In the event the Committee does not receive an initial investment election,
or it receives an investment election which it deems to be incomplete,
unclear, not in accordance with procedures established by the Committee,
or otherwise improper, the Branch Manager's existing investment election
then in effect shall remain in effect, unless the Committee provides for,
and permits, corrective action. If there is no existing investment election,
or, if after the expiration of any opportunity provided for corrective action,
the Committee still possesses incomplete investment instructions, the Branch
Manager shall be deemed to have designated that any non-directed Deferred
Bonus be allocated to the Interest Account.

	 (c)  Interest Account - The Company will establish an Interest
Account on its books and records for the benefit of the Branch Manager
and shall credit such Interest Account with the Deferred Bonuses allocated
to the Interest Account. As of the last day of each Plan Year commencing with
Plan Year 2004, the balance of a Branch Manager's Interest Account (as
determined prior to the allocation of any Deferred Bonuses for such Plan
Year) shall be credited with an amount equal to one year's interest based on
the Credit Interest Rate. Deferred Bonuses which the Branch Manager elects to
invest in the Interest Account will be allocated as of March 31 of the Plan
Year to which the Deferred Bonus relates (but will not be included for
purposes of determining the amount of interest allocated for such Plan Year),
provided that Deferred Bonuses related to the Transition Period will be
credited as of March 31, 2003.

	 (d)  Phantom Stock Account - All Deferred Bonuses for a Plan Year
that are allocated to the Phantom Stock Account for that Plan Year shall be
deemed converted into Legg Mason Share Units. The Company will establish a
Phantom Stock Account on its books and records for the benefit of the Branch
Manager and shall credit such Phantom Stock Account with the amount of Share
Units resulting from the conversion of the Deferred Bonuses. The number of
Share Units into which such Deferred Bonus shall be converted (calculated to
four decimal places) will be determined as of the first Valuation Date following
the Plan Year to which the Deferred Bonus Relates and will be equal to the
amount of the Deferred Bonus for the Plan Year divided by the Fair Market
Value of a share of Legg Mason Common Stock on such Valuation Date.
The conversion of a Deferred Bonus into Legg Mason Share Units will be made
by the Committee as soon as administratively practicable after the first
Valuation Date following the Plan Year to which the Deferred Bonus relates.

	      (i)  Adjustment to Phantom Stock Account upon Dividend by the
Company - If, prior to a Payment Date, the Company pays any dividend (other
than in Legg Mason Common Stock) on its Common Stock, or makes any
distribution (other than in Legg Mason Common Stock) with respect thereto,
the Branch Manager's Phantom Stock Account will be credited with a number
of additional Share Units determined by dividing the amount of the dividend
or other distribution allocable to the Share Units already credited to the
Phantom Stock Account as of the record date for the dividend or distribution,
by 95% of the Fair Market Value of a share of Legg Mason Common Stock on the
payment date for the dividend or distribution (the "Dividend Payment Date").
Amounts to be credited under this subsection 6(d)(i) will be credited as soon
as administratively practicable after the applicable Dividend Payment Date.


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	      (ii)  Adjustment to Phantom Stock Account upon Certain Events -
In the event that, prior to a Payment Date, the number of outstanding shares
of Legg Mason Common Stock is changed by reason of a stock split, stock
dividend, combination of shares or recapitalization, or Legg Mason 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 then credited to a Branch Manager's Phantom Stock
Account will be appropriately adjusted so as to reflect such change (based
upon the best estimate of the Company as to relative values).

	      (iii)  Rights as LMI Stockholder - Neither the allocation of
Deferred Bonuses to the Phantom Stock Account, nor any other provision of
the Plan, shall confer or be construed as conferring upon a Branch Manager
any rights as a stockholder of the Company or of Legg Mason, Inc. or any
right to have access to the books and records of the Company or any
affiliate or subsidiary.

     7.  Vesting; Forfeiture Of Account -

	 (a)  Vesting - The Deferred Bonus for each Plan Year is subject
to a six year "class year" vesting schedule; that is, the Deferred Bonus for
a particular Plan Year (together with any related investment adjustments
thereto) shall vest if the Branch Manager remains continuously employed by
the Company through the last day of the sixth (6th) Plan Year following the
Plan Year to which the Deferred Bonus relates; provided that Deferred
Bonuses related to the Transition Period shall be subject to a five year
"class year" vesting schedule commencing at the end of Plan Year 2003 (that
is, a Deferred Bonus for the Transition Period (together with any related
investment adjustments thereto) shall vest if the Branch Manager remains
continuously employed by the Company through the last day of Plan Year 2008).
If a Branch Manager's employment with the Company terminates for any reason
(whether involuntary or voluntary and whether with or without cause) other
than death, Disability or Retirement on or before the last day of the sixth
Plan Year following the Plan Year to which the Deferred Bonus relates (or,
for a Deferred Bonus relating to the Transition Period, the fifth Plan Year
following Plan Year 2003), the portion of the Branch Manager's Interest
Account and Phantom Stock Account that relates to such non-vested Deferred
Bonus (and the related investment adjustments thereto) shall be forfeited in
their entirety.

	 (b)  Retirement, Death or Disability - A Branch Manager shall
become fully (100%) vested in his or her Account upon Retirement, death or
Disability. However, the distribution (and potential forfeiture) of the
Account to a retired Branch Manager shall be conditioned upon his or her
continued compliance with the provisions of Section 10.

	 (c)  Forfeitures - Forfeited amounts (including amounts forfeited
pursuant to Section 10) shall revert to the Company and will not be
allocated to other Branch Managers.

     8.  Distributions -

	 (a)  During Employment - Except for cases of Retirement, death or
Disability, and subject to Section 11, distributions of the Deferred Bonus
credited

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to a Branch Manager's Account (together with any investment adjustments
made pursuant to Section 6 with respect to such Deferred Bonus) shall be
made within seventy-five (75) days after the last day of the sixth (6th)
Plan Year following the Plan Year to which the Deferred Bonus relates (or,
for a Deferred Bonus relating to the Transition Period, 75 days after the
last day of Plan Year 2008).

	 (b)  Retirement - In the event a Branch Manager's employment
with the Company terminates as a result of Retirement, distribution of the
Branch Manager's remaining Account (including any prorated Deferred Bonus
to which the Branch Manager may be entitled for the Plan Year pursuant to
Section 4) shall be made, subject to Section 11, within seventy-five (75)
days after the close of the Plan Year following the Plan Year in which the
Branch Manager retired, unless distribution of benefits is forfeited pursuant
to Section 10.

	 (c)  Disability of Branch Manager - In the event a Branch Manager's
employment with the Company terminates as a result of the Branch Manager's
Disability, all amounts in the Branch Manager's Account (including any
prorated Deferred Bonus to which the Branch Manager may be entitled for the
Plan Year pursuant to Section 4) shall be paid, subject to Section 11, within
seventy-five (75) days following the later of (i) the date on which the
Branch Manager's employment terminated and (ii) the date the Committee
determines that the Branch Manager's employment terminated as a result of
the Branch Manager's Disability.  The Committee, in its sole discretion,
may determine that a  Branch Manager has a Disability and that the Branch
Manager's employment with the Company terminated as a result of such
Disability at any time before, at the time of, or after the Branch Manager's
termination of employment.

	 (d)  Death -

	      (i)  Death During Employment - If a Branch Manager's
employment with the Company terminates as a result of the Branch Manager's
death, all amounts in the Branch Manager's Account (including any prorated
Deferred Bonus to which the Branch Manager may be entitled for the Plan Year
pursuant to Section 4) shall be paid to the Branch Manager's beneficiary (as
determined pursuant to Section 8(d)(iii)) within seventy-five (75) days
following the date of the Branch Manager's death.

	      (ii)  Death Following Retirement - In the event of a Branch
Manager's death subsequent to the date of the Branch Manager's Retirement
and at a time during which the Branch Manager's remaining Account under the
Plan has not been distributed, all amounts then remaining in the Branch
Manager's Account shall be paid to the Branch Manager's beneficiary (as
determined pursuant to Section 8(d)(iii)) within seventy-five (75) days
following Committee's receipt of written notification of the Branch
Manager's death.

	      (iii)  Designation of Beneficiary - Each Branch Manager from
time to time may designate, on such form as the Committee may prescribe from
time to time, any person or persons (who may be named contingently or
successively) to receive any amount payable under the Plan upon or after his
or her death, and such designation may be changed from time to time by the
Branch Manager by filing a new designation with the Committee. Each
designation will revoke all prior designations by the Branch Manager,
shall be on a form prescribed by the Committee, and will be effective only
when filed in writing with the Committee during the Branch Manager's lifetime.
In the absence of a valid beneficiary designation, or if, at the time any


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amount is payable to a Branch Manager or beneficiary, there is no living
beneficiary eligible to receive the payment that has been validly named by
the Branch Manager, then Company shall pay any such amount to the Branch
Manager's surviving spouse (if the Branch Manager was legally married at
the time of his or her death) or if there is no surviving spouse, to the
Branch Manager's estate.  In determining the existence or identity of
anyone entitled to payment, the Committee may rely conclusively upon
information supplied by the personal representative of the Branch Manager's
estate.  In the event of a lack of adequate information having been supplied
to the Committee, or in the event that any question arises as to the
existence or identity of anyone entitled to receive a payment as aforesaid,
or in the event that a dispute arises with respect to any such payment, or in
the event that a beneficiary designation conflicts with applicable law, or in
the event the Committee is in doubt for any other reason as to the right of
any person to receive a payment as beneficiary then, notwithstanding the
foregoing, the Company, in its sole discretion, may, in complete discharge,
and without liability for any tax or other consequences which might flow
therefrom: (i) distribute the payment to the Branch Manager's estate, (ii)
retain such payment, without liability for interest, until the rights
thereto are determined, or (iii) deposit the payment into any court of
competent jurisdiction.

     9.  Form of Distribution -

	 (a)  Interest Account - The portion allocable to a Branch Manager's
Interest Account shall be distributed in cash.

	 (b)  Phantom Stock Account - The portion allocable to a Branch
Manager's Phantom Stock Account shall be distributed in whole shares of Legg
Mason Common Stock as described below, based on the Fair Market Value of Legg
Mason Common Stock on the Distribution Valuation Date.  Whole Share Units to
be distributed within a Branch Manager's Phantom Stock Account will be
converted into shares of Legg Mason Common Stock on a one-for-one basis.
The portion of a Branch Manager's Phantom Stock Account that represents
fractional Share Units and thus cannot be converted into whole shares of
Legg Mason Common Stock shall be distributed in cash. There is no limit on
the total number of shares of Legg Mason Common Stock that may be distributed
under this Section. Any decline in the actual trading price of Legg Mason
Common Stock during the period between the Distribution Valuation Date and
the applicable Payment Date, as well as any brokerage commissions, fees or
other charges incurred by a Branch Manager in connection with the disposition
of any shares of Legg Mason Common Stock that are distributed to the Branch
Manager, shall be the sole risk and responsibility of the Branch Manager.

     10.  Non-Compete - If a retired Branch Manager engages in competition
with the Company prior to the date of a distribution, the Branch Manager's
Account shall be forfeited in its entirety.  Forfeited amounts shall revert
to the Company and will not be allocated to other Branch Managers.

	  (a)  For purpose of this Section, a Branch Manager shall be
deemed to have "engaged in competition" with the Company if he or she:


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	      (i)  discloses the names of or otherwise identifies any of the
Company's customers to any person, firm, corporation, association, or other
entity which provides products or services that are similar to those provided
by the Company;

	      (ii)  discloses to any person, firm, corporation, association,
or other entity any information regarding the Company's general business
practices or procedures, methods of sale, list of products, personnel
information or any other information concerning the Company's business;

	      (iii)  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 the Company; provided further that this
restrictive covenant shall encompass the State of Maryland and any other
states where the Company is engaged in business, and every city, county,
and other political subdivision of such states; or

	      (iv)  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 the Company on whom the Branch Manager called, with whom the Branch Manager
became acquainted, or of whom the Branch Manager learned of during his or her
employment by the Company.

	  (b)  The determination of whether a Branch Manager has violated
the terms of Section 10(a) shall be made by the Committee, in its sole and
absolute discretion, and the determination of the Committee shall be final,
conclusive and binding upon both the Branch Manager (or any person or entity
claiming through the Branch Manager) and the Company.

	  (c)  As a condition precedent to any distribution, the Committee
may require a certificate from the Branch Manager certifying that he or she
has not violated any of the provisions of Section 10(a).

	  (d)  It is the intention of the Company that this Section be given
the broadest protection allowed by law with regard to the restrictions herein
contained. Each restriction set forth in this Section shall be construed as a
condition separate and apart from any other restriction or condition.  To
the extent that any restriction contained in this Section 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.

	  (e)  In the event a Branch Manager desires a ruling as to the
potential application of this Section, he may request a ruling from the
Committee in accordance with Section 16.

	  (f)  If the Committee in its discretion determines that an
activity otherwise described herein would not be injurious to the Company,
it may waive the application of this Section to such activity, which waiver
shall be binding upon the Branch Manager and the Company.  The Committee
shall exercise such discretion in a uniform, nondiscriminatory manner.


<PAGE> 10


     11.  Withholding Taxes - Amounts payable under the Plan shall be subject
to such deductions or withholding as may be required by law. Notwithstanding
anything herein to the contrary, the Company may delay any distribution under
the Plan until the recipient of the distribution has separately provided for
the payment of any required withholding taxes with respect to the distribution
by check or other method approved by the Committee in its sole discretion.
The Company, to the extent permitted or required by law, shall have the right
(i) to deduct any federal, state or local taxes of any kind required by law
to be withheld with respect to any taxable event under the Plan from any
amount payable hereunder or from any commission or other payment (including
salary or bonus) otherwise due to a Branch Manager, and (ii) to retain or
sell without notice a sufficient number of shares of Legg Mason Common Stock
to be issued to such Branch Manager (or any other person entitled to receive
the payment due a Branch Manager) to cover any such taxes.

     12.  Assignment Of Benefits - No amount payable, or other right or
benefit under the Plan will, except as otherwise specifically provided by
the Plan or by applicable law, be subject to sale, assignment, transfer,
pledge, encumbrance, attachment, garnishment or levy prior to distribution
to a Branch Manager.  Since the Plan is intended to be a non-qualified,
unfunded plan not subject to the Employment Retirement Income Security Act
of 1974, as amended, payments under the Plan will not be subject to the
provisions of any qualified domestic relations order (as defined under the
Internal Revenue Code of 1986, as amended) applicable to a Branch Manager's
Account.

     13.  Right To Offset - Notwithstanding any provision herein to the
contrary, any distribution payable under the Plan may be used, at the
discretion of the Committee and subject to compliance with applicable law,
to offset any debt owed by a Branch Manager to the Company at the date such
distribution would otherwise be paid.  The Company may withhold distributions
payable under the Plan to offset any debts or other liabilities owed by a
Branch Manager to the Company.  If the Company is aware of any errors,
loans outstanding, or outstanding or pending liabilities of a Branch Manager,
the Company may withhold distributions under the Plan until such time as the
liabilities are satisfied or the Company has determined that an outstanding
or pending liability no longer exists.

     14.  Unfunded Nature Of The Plan - The Company will not be required to
purchase, hold or dispose of any investments with respect to amounts credited
to the Account of any Branch Manager participating in the Plan.  A Branch
Manager has no interest in the Account or in any investments the Company may
purchase with such amounts, except as a general, unsecured creditor of the
Company.

	  The Plan at all times shall be entirely unfunded.  The Branch
Manager's Account (including the Interest Account and Phantom Stock Account)
is merely a record for measuring and determining the amount of Deferred
Bonuses to be paid by the Company to, or with respect to, the Branch Manager
under the Plan, and such Account shall be established solely for such
bookkeeping purposes. The Company shall not be required to segregate any funds
or other assets to be used for payment of benefits under the Plan.  The
Branch Manager's Account shall not be, or be considered as evidence of the


<PAGE> 11


creation of, a trust fund, an escrow or any other segregation of assets for
the benefit of the Branch Manager or any beneficiary of the Branch Manager.
There is no guaranty of benefit payments to the Branch Manager.

     The obligation of the Company to make the payments described in the
Plan is an unsecured contractual obligation only, and neither the Branch
Manager nor any beneficiary of the Branch Manager shall have any beneficial
or preferred interest by way of trust, escrow, lien or otherwise in and to
any specific assets or funds.  The Branch Manager and each beneficiary of
the Branch Manager shall look solely to the general credit of the Company
for satisfaction of any obligations due or to become due under the Plan.

     Should the Company elect to make contributions to a trust (hereinafter
referred to as the "Trust") to assist the Company in paying the benefits
which may accrue hereunder, the amounts contributed shall be used to purchase
the deemed investments under Section 6, subject to application of the
provisions of this Section 14 to the actual investments.  However,
contributions to the Trust shall not reduce or otherwise affect the Company's
liability to pay benefits under the Plan (which benefits may be paid from the
Trust or from the Company's general assets, in the discretion of the Company),
except that the Company'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 the Company, such investments shall have been made solely
for the purpose of aiding the Company in meeting its obligations under the
Plan, and, except for actual contributions to the Trust, no trust or trust
fund is intended.  To the extent that the Company does, in its discretion,
purchase or hold any such investments (other than through contributions to
the Trust), the Company 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 the Company, 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
Branch Manager.  The Company 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 Branch Manager nor any of his or her 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 the Company to the extent of the
Deferred Bonuses which are the subject of the Plan.

     15.  Effect On Employment Rights And Other Benefit Programs - Neither
participation in nor any of the provisions of the Plan shall give the Branch
Manager any right to be retained in the employment of the Company.  The Plan
shall not be construed as a contract of employment.  The Company maintains an
employment-at-will policy.  As an employee at will, the Branch Manager is
free to end his or her employment with the Company at any time for any
reason or no reason, the Company is free to end the employment with a
Branch Manager at any time for any reason or no reason.  Furthermore, the
Company may end at any time a Branch Manager's employment as a Branch Manager
or a producing Branch Manager.  In the event a Branch Manager is no longer
employed as a Branch Manager or otherwise ceases to be an Eligible Branch
Manager, the Branch Manager will no longer be entitled to Deferred Bonuses
pursuant to the Plan.


<PAGE> 12


However, as long as a Branch Manager continues to be employed in good
standing by the Company, the Branch Manager shall continue to be entitled
to the Deferred Bonuses previously credited to the Branch Manager's Account
under the Plan.  The Plan is in addition to, and not in lieu of, any other
employee benefit plan or program in which the Branch Manager may be or become
eligible to participate by reason of employment with the Company, and the
timing of receipt of benefits hereunder shall have no effect on contributions
to or benefits under such other plans or programs except as the provisions
hereof and of each such plan or program may specify.

     16.  Administration - The Committee, as constituted from time to time,
shall have full power to interpret, construe and administer the Plan,
including authority to determine any dispute or claim with respect thereto.
The determination of the Committee in any matter within the powers and
discretion granted to it under the Plan, made in good faith, shall be binding
and conclusive upon the Company, the Branch Manager and all other persons
having any right or benefit hereunder.  If the Branch Manager is a member of
the Committee at any time, the Branch Manager shall have no authority as such
member with respect to any matter specifically affecting the Branch Manager's
interest hereunder (such as determination of the amount, form or time of
benefit payments to the Branch Manager), all such authority being reserved to
the other Committee members, to the exclusion of the Branch Manager, and the
Branch Manager shall act only in his or her individual capacity in connection
with any such matter.

     17.  Paperless Communications - Notwithstanding anything contained herein
to the contrary, the Committee from time to time may establish uniform
procedures whereby with respect to any or all instances herein where a writing
is required, including but not limited to any required written notice,
election, consent, authorization, instruction, direction, designation, request
or claim, communication may be made by any other means designated by the
Committee, including by paperless communication, and such alternative
communication shall be deemed to constitute a writing to the extent permitted
by applicable law, provided that such alternative communication is carried
out in accordance with such procedures in effect at such time.

     18.  Arbitration - As a condition precedent to the crediting and receipt
of Deferred Bonuses under the Plan, each Branch Manager agrees that any
controversy or dispute arising under the Plan which cannot be resolved by the
Committee 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.

     19.  Controlling Law - The Plan shall be construed, and the legal
relations between the parties in connection with any dispute relating to the
Plan shall be determined, in accordance with the laws of the State of
Maryland.

     20.  Amendment Or Termination - The Company reserves the right to
amend or terminate the Plan at any time.  Any such amendment or termination
shall be by action of the Board of Directors of the Company or any Executive
Committee thereof.

     21.  Effect Of Amendment Or Termination - No amendment or termination
of the Plan shall directly or indirectly affect the rights of any Branch
Manager (or the branch Manager's designated beneficiary) to payment of the
amount in his or her Account, to the extent that such amount was payable
under the terms of the Plan prior to the effective date of such amendment
or termination.