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                                                                   Exhibit 10.16

                      LEGG MASON WOOD WALKER, INCORPORATED

                  FINANCIAL ADVISOR DEFERRED COMPENSATION PLAN

                  This document constitutes the Legg Mason Wood Walker,
Incorporated Financial Advisor Deferred Compensation Plan (the "Plan").

                  1. Purpose - The purpose of the Plan is to enhance the ability
of Legg Mason Wood Walker, Incorporated (the "Company") to attract and retain
full-time financial advisors by providing for the payment of deferred bonus
commissions.

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

                     (a) "Account" means a Financial Advisor's combined Interest
Account and Phantom Stock Account.

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

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

                     (d) "Credit Interest Asset Base" means for each month, the
product of (A) the product of (X) 0.0833 and (Y) the sum of the average credit
interest and Legg Mason money market fund balances of the FA for the month
(calculated by dividing the sum of the closing balances in the account for each
day by the number of days in the month), less the applicable threshold for that
Plan Year as set forth in the FA Compensation Schedule, and (B) 0.001 (or the
different number for the applicable Plan Year as is set forth in the FA
Compensation Schedule).

                     (e) "Credit Interest Deferred Bonus" means the deferred
bonus credited under Section 4(b) with respect to the combined balance in credit
interest accounts and Legg Mason money market fund accounts in excess of the
applicable threshold contained in the FA Compensation Schedule.

                     (f) "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.

                     (g) "Deferred Bonus Commission" means the Production
Deferred Bonus, the Credit Interest  Deferred Bonus and the 12b-1 Deferred
Bonus.

                     (h) "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 FA 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.

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                     (i) "Distribution Valuation Date" means (i) in the case of
a distribution following the death of a FA or the termination of a FA'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 cases, January 25/th/
(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.

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

                     (k) "Eligible FA" means a FA (i) who is employed in the
Company's Private Client Group, (ii) who is classified by the Company as a
full-time FA, and (iii) who is employed by the Company on the last day of the
Plan Year, or who terminated employment during the Plan Year by reason of death,
Disability or Retirement. A FA who is not classified by the Company as a
"full-time" FA is not eligible to participate in the Plan, regardless of the
number of hours devoted to services as a FA.

                     (l) "Eligible Gross Production" means Gross Production that
is eligible for a Production Deferred Bonus, as determined annually in
accordance with the FA Compensation Schedule.

                     (m) "FA Compensation Schedule" means the Legg Mason
Financial Advisor Compensation Schedule that is in effect for a particular Plan
Year.

                     (n) "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 FA.

                     (o) "Financial Advisor" or "FA" means an employee who
devotes all of his or her working time to the generation of commission and fee
revenues through the sale of investment products and services to the public and
is compensated on a commission basis. This definition excludes any executive
office/departmental personnel unless specifically included by separate
agreement. Notwithstanding the forgoing, a Branch Manager who receives
non-commission compensation shall be considered a "Financial Advisor" or "FA"
and shall be entitled to participate hereunder (but solely with respect to his
or her personal Gross Production).

                     (p) "Gross Production" means the gross commission and fee
revenue (other than investment banking fees and order fees, both of which are
excluded from the calculation of Gross Production) that is received by the
Company from sales of products and services by a Financial Advisor. If
production is split between one or more Financial Advisors,

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each Financial Advisor's "Gross Production" will be based on his or her own
cumulative production level.

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

                     (r)   "Legg Mason Common Stock" means shares of common
stock of Legg Mason, Inc.

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

                     (t)   "Legg Mason Tier II Assets" means mutual fund shares
sold between January 1, 1999 and August 21, 1999 (inclusive) and not redeemed in
those mutual funds that were classified as "Legg Mason funds" during such
period.

                     (u)   "Monthly Credit Interest Amount" means for each
month, the amount determined by multiplying 0.40 (or the different number for
the applicable Plan Year as is set forth in the FA Compensation Schedule) by the
Credit Interest Asset Base for the FA for that month, however, a Monthly Credit
Interest Amount that is a negative number shall be deemed to be zero.

                     (v)   "Payment Date" the date a FA receives a payment from
the Company pursuant to the Plan.

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

                     (x)   "Plan Year" means the calendar year.

                     (y)   "Production Deferred Bonus" means the deferred bonus
credited under Section 4(a) with respect to Gross Production in excess of the
applicable Gross Production threshold contained in the FA Compensation Schedule.

                     (z)   "Retirement" means a FA'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 FA's age at termination of employment and his or her years of
service with the Company equals at least seventy (70).

                     (aa)  "12b-1 Applicable Percentage" means ten percent (10%)
on Legg Mason Tier II Assets over $5,000,000 (up to $20,000,000) and twelve
percent (12%) on Legg Mason Tier II Assets over $20,000,000.

                     (bb)  "12b-1 Deferred Bonus" means the deferred bonus
credited under Section 4(c) for the 2002 Plan Year with respect to Legg Mason
Tier II Assets in excess of the applicable threshold.

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                  (cc)  "Valuation Date" means February 15/th/ of each year 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 FA's shall become participants
in the Plan on the last day of the first Plan Year during which they become an
Eligible FA. In order to receive a Deferred Bonus Commission for any Plan Year
during which the Eligible FA was employed, the FA must be an Eligible FA, and if
the employment of a FA terminates during a Plan Year by reason of the FA's
death, Disability or Retirement, the FA shall be entitled to a prorated Deferred
Bonus Commission for such Plan Year (determined in accordance with Section 4).

      If a FA ceases to be an Eligible FA (e.g., because he or she ceases to
be classified as a full-time FA), but remains in the employ of the Company, the
FA will continue to participate in the Plan, but only with respect to amounts
previously credited to the FA's Account. If a FA ceases to be an Eligible FA,
the value of the Account shall continue to be credited with earnings pursuant to
Section 5 (subject to the forfeiture provisions of Section 7(a)), but no further
Deferred Bonus Commissions will be credited to the Account with respect to any
subsequent periods.

            4.    Deferred Bonus Commissions - As of the end of each Plan Year
commencing with the 2002 Plan Year, or in the case of Section 4(c) below, only
as of the end of the 2002 Plan Year, the Company will credit the following
amounts to the Account of each Eligible FA:

                  (a)   Production Deferred Bonus - The amount determined by
applying the applicable rate schedule in the FA Compensation Schedule for the
Plan Year to the FA's Eligible Gross Production for that Plan Year.

                  (b)   Credit Interest Deferred Bonus - The sum of the Monthly
Credit Interest Amounts of the FA for that Plan Year.

                  (c)   12b-1 Deferred Bonus - An amount equal to the 12b-1
Applicable Percentage times 12b-1 gross commissions generated with respect to
Legg Mason Tier II Assets for the Plan Year times forty-five percent (45%). This
Section 4(c) shall apply only for the 2002 Plan Year, and no 12b-1 Deferred
Bonus shall be paid or earned for any Plan Year other than 2002.

                  Deferred Bonus Commissions which the FA elects to invest in
the Phantom Stock Account will be allocated as of the Valuation Date following
the close of the Plan Year to which the Deferred Bonus Commission relates.

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

                  (i)   multiplying the applicable thresholds in Sections 4(a)
and 4(c) and the related provisions of the FA Compensation Schedule by a
fraction, the numerator of which is the

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number of calendar days during which the FA was employed by the Company and the
denominator of which is 365; and

            (ii)  applying such adjusted thresholds and making the required
determinations with respect to the FA's Eligible Gross Production (under Section
4(a)) and 12b-1 Applicable Percentage (under Section 4(c)) as of the last day of
the month during which the FA terminated employment and adding to that amount
any Credit Interest Deferred Bonus related to the months in which the FA was
employed.

            5.    Establishment of FA Accounts

                  (a) Account Established for Each Eligible FA - An individual
Account shall be established on the books of the Company in the name of each
Eligible FA, for the purpose of accounting for Deferred Bonus Commissions
credited to the FA, and to account for investment adjustments made pursuant to
Section 6. A separate sub-account shall be established with respect to Deferred
Bonus Commissions credited for each Plan Year (to which Deferred Bonus
Commissions 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 FA who has a balance in
his or her Account with a statement showing the Deferred Bonus Commissions
credited to his or her Account with respect to each Plan Year, the manner in
which Deferred Bonus Commissions for a particular Plan Year are deemed to be
invested, the date on which the FA is scheduled to vest in the Deferred Bonus
Commissions (and investment adjustments thereon) for each Plan Year, and such
other information as the Committee shall deem relevant.

            6.    Investment of Deferred Bonus Commissions

                  (a) Phantom Stock or Interest Credit - For investment
purposes, Deferred Bonus Commissions credited to a FA'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 FA shall elect annually, prior to the end of each Plan Year, on a form
prescribed by the Committee, whether any Deferred Bonus Commissions for such
Plan Year shall be allocated to, and accrue in, the Interest Account or the
Phantom Stock Account. Once an election has been made for a particular Plan
Year, it may not be changed. 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 Commission for a Plan
Year shall apply to the Deferred Bonus Commission for each following Plan Year
unless and until a new investment election is filed with the Committee. 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 FA's existing investment election then in effect shall remain in effect,
unless the Committee provides for, and

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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 FA shall be
deemed to have designated that any non-directed Deferred Bonus Commission 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 FA and shall credit such
Interest Account with the Deferred Bonus Commissions allocated to the Interest
Account. As of the last day of each Plan Year, the balance of a FA's Interest
Account (as determined prior to the allocation of any Deferred Bonus Commissions
for such Plan Year) shall be credited with an amount equal to one year's
interest based on the Credit Interest Rate. Deferred Bonus Commissions which the
FA elects to invest in the Interest Account will be allocated as of December 31
of the Plan Year to which the Deferred Bonus Commission relates (but will not be
included for purposes of determining the amount of interest allocated for such
Plan Year).

            (d)   Phantom Stock Account - All Deferred Bonus Commissions 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 FA and shall credit such Phantom Stock Account with the amount of Share
Units resulting from the conversion of the Deferred Bonus Commissions. The
number of Share Units into which such Deferred Bonus Commission shall be
converted (calculated to four decimal places) will be determined as of the
Valuation Date and will be equal to the amount of the Deferred Bonus Commission
for the Plan Year divided by the Fair Market Value of a share of Legg Mason
Common Stock on the Valuation Date. The conversion of Deferred Bonus Commission
into Legg Mason Share Units will be made by the Committee as soon as
administratively practicable after the Valuation Date following the Plan Year to
which the Deferred Bonus Commission 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 FA'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.

                  (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 FA'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).

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            (iii) Rights as LMI Stockholder - Neither the allocation of Deferred
Bonus Commissions to the Phantom Stock Account, nor any other provision of the
Plan, shall confer or be construed as conferring upon a FA any rights as a
stockholder of the Company 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 Commission for each Plan
Year is subject to a six year "class year" vesting schedule; that is, the
Deferred Bonus Commission for a particular Plan Year (together with any related
investment adjustments thereto) shall vest if the FA 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 Commission relates. If a
FA'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 year
to which the Deferred Bonus Commission relates, the portion of the FA's Interest
Account and Phantom Stock Account that relates to such non-vested Deferred Bonus
Commission (and the related investment adjustments thereto) shall be forfeited
in their entirety.

                  (b)   Retirement, Death or Disability - A FA 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
FA 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 FA's.

            8.    Distributions -

                  (a)   During Employment - Except for cases of Retirement,
death or Disability, and subject to Section 11, distributions of the Deferred
Bonus Commission credited to a FA's Account (together with any investment
adjustments made pursuant to Section 6 with respect to such Deferred Bonus
Commission) shall be made within seventy-five (75) days after the last day of
the sixth (6/th/) Plan Year following the Plan Year to which the Deferred Bonus
Commission relates.

                  (b)   Retirement - In the event a FA's employment with the
Company terminates as a result of Retirement, distribution of the FA's remaining
Account (including any prorated Deferred Bonus Commission to which the FA 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 FA retired, unless distribution of benefits
is forfeited pursuant to Section 10.

                  (c)   Disability of FA - In the event a FA's employment with
the Company terminates as a result of the FA's Disability, all amounts in the
FA's Account (including any prorated Deferred Bonus Commission to which the FA
may be entitled for the Plan Year pursuant to Section 4) shall be paid, subject
to Section 11, within seventy-five (75)

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days following the later of (i) the date on which the FA's employment terminated
and (ii) the date the Committee determines that the FA's employment terminated
as a result of the FA's Disability. The Committee, in its sole discretion, may
determine that a FA has a Disability and that the FA's employment with the
Company terminated as a result of such Disability at any time before, at the
time of, or after the FA's termination of employment.

                (d)     Death -

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

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

                        (iii) Designation of Beneficiary - Each FA 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 FA by filing a new
designation with the Committee. Each designation will revoke all prior
designations by the FA, shall be on a form prescribed by the Committee, and will
be effective only when filed in writing with the Committee during the FA's
lifetime. In the absence of a valid beneficiary designation, or if, at the time
any amount is payable to a FA or beneficiary, there is no living beneficiary
eligible to receive the payment that has been validly named by the FA, then
Company shall pay any such amount to the FA's surviving spouse (if the FA was
legally married at the time of his or her death) or if there is no surviving
spouse, to the FA'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 FA'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
FA'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.

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        9.      Form of Distribution -

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

                (b)     Phantom Stock Account - The portion allocable to a FA'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 an FA's Phantom Stock Account will be converted into shares of Legg Mason
Common Stock on a one-for-one basis. The portion of a FA'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 FA in connection with the disposition of any shares of
Legg Mason Common Stock that are distributed to the FA, shall be the sole risk
and responsibility of the FA.

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

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

                        (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

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FA called, with whom the FA became acquainted, or of whom the FA learned of
during his or her employment by the Company.

               (b)     The determination of whether a FA 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 FA (or any person or entity claiming through the FA)
and the Company.

               (c)     As a condition precedent to any distribution, the
Committee may require a certificate from the FA 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.

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

                (d)     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 FA and the Company. The Committee shall exercise such
discretion in a uniform, nondiscriminatory manner.

        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 FA, and (ii) to retain or sell
without notice a sufficient number of shares of Legg Mason Common Stock to be
issued to such FA (or any other person entitled to receive the payment due a FA)
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 FA.
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

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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 FA'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 FA 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 FA to the Company. If the Company is
aware of any errors, loans outstanding, or outstanding or pending liabilities of
a FA, 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 FA participating in the Plan. A FA 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 FA's Account
(including the Interest Account and Phantom Stock Account) is merely a record
for measuring and determining the amount of Deferred Bonus Commissions to be
paid by the Company to, or with respect to, the FA 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 FA's Account shall not be, or be
considered as evidence of the creation of, a trust fund, an escrow or any other
segregation of assets for the benefit of the FA or any beneficiary of the FA.
There is no guaranty of benefit payments to the FA.

             The obligation of the Company to make the payments described in the
Plan is an unsecured contractual obligation only, and neither the FA nor any
beneficiary of the FA shall have any beneficial or preferred interest by way of
trust, escrow, lien or otherwise in and to any specific assets or funds. The FA
and each beneficiary of the FA 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

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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 FA. 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 FA 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 Bonus
Commissions 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 FA 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 a FA 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 FA at any time for any reason or no reason. Furthermore, the
Company may end at any time a FA's employment as a Financial Advisor. In the
event a FA is no longer employed as a Financial Advisor or otherwise ceases to
be an Eligible FA, the FA will no longer be entitled to Deferred Bonus
Commissions pursuant to the Plan. However, as long as a FA continues to be
employed in good standing by the Company, the FA shall continue to be entitled
to the Deferred Bonus Commissions previously credited to the FA'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 FA 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 FA and all other persons having any right or
benefit hereunder. If the FA is a member of the Committee at any time, the FA
shall have no authority as such member with respect to any matter specifically
affecting the FA's interest hereunder (such as determination of the amount, form
or time of benefit payments to the FA), all such authority being reserved to the
other Committee members, to the exclusion of the FA, and the FA 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

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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 Bonus Commissions under the Plan, each FA 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 FA (or the
FA'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.

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