LEGG MASON WOOD WALKER, INCORPORATED
PRODUCING BRANCH MANAGER RETENTION PLAN
This document constitutes the Legg Mason Wood Walker, Incorporated Producing Branch Manager Retention
Plan (the "Plan"), as amended and restated effective as of January 1, 2003. The Plan, as amended and restated,
constitutes the continuation of the plan as in effect immediately prior to January 1, 2003 (the "Prior Plan") and
applies to Deferred and Retention Bonuses (as defined herein) for Plan years commencing on or after April 1,
2003. The Prior Plan was known as the Legg Mason Wood Walker, Incorporated Producing Branch Manager
Deferred Compensation Plan, and the terms of the Prior Plan govern the payment of amounts accrued for Plan
Years beginning before April 1, 2003.
1. Purpose - The purpose of the Plan is to provide for the payment of deferred compensation to producing
branch managers and to further enhance the ability of Legg Mason Wood Walker, Incorporated to attract and
retain producing branch managers by providing additional payments to those producing branch managers who
remain employed by the Company for specific periods of time. The additional compensation payable to a
producing branch manager for remaining with the Company for a specified period is in addition to the
compensation provided for services rendered and is intended solely to encourage producing branch managers to
remain employed by the Company as producing branch managers.
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
(c) "Committee" means the Legg Mason Wood Walker, Incorpora