AGREEMENT AND PLAN OF REORGANIZATION



    THIS AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") is

made as of this 8th day of September, 2006, by and among LEGG

MASON PARTNERS AGGRESSIVE GROWTH FUND, INC., a Maryland

corporation, with its principal place of business at 125 Broad

Street, New York, New York 10004, (the "Acquiring Fund"), LEGG

MASON PARTNERS SECTOR SERIES, INC., a Maryland corporation

(the "Acquired Entity"), with its principal place of business

at 125 Broad Street, New York, New York 10004, on behalf of

its series Legg Mason Partners Health Sciences Fund (the

"Acquired Fund"), and, solely for purposes of paragraph 10.2

hereof, Legg Mason Partners Fund Advisor, LLC.



    WHEREAS, each of the Acquired Fund and the Acquiring Fund

is a series or the sole series of an open-end management

investment company registered pursuant to the Investment

Company Act of 1940, as amended (the "1940 Act");



    WHEREAS, it is intended that, for United States federal

income tax purposes (i) the transactions contemplated by this

Agreement shall qualify as a "reorganization" within the

meaning of Section 368(a) of the Internal Revenue Code of

1986, as amended (the "Code") and (ii) this Agreement shall

constitute a plan of reorganization within the meaning of

Treasury Regulation Section 1.368-2(g);



    WHEREAS, the reorganization will consist of (1) the sale,

assignment, conveyance, transfer and delivery of all of the

property and assets of the Acquired Fund to the Acquiring Fund

in exchange solely for classes of shares of common stock of

the Acquiring Fund (the "Acquiring Fund Shares") corresponding

to the classes of outstanding shares of common stock of the

Acquired Fund (the "Acquired Fund Shares"), as described

herein, (2) the assumption by the Acquiring Fund of all

liabilities of the Acquired Fund, and (3) the subsequent

distribution of the Acquiring Fund Shares and any of the

remaining properties and assets to the shareholders of the

Acquired Fund and the termination of the Acquired Fund, as

provided herein (the "Reorganization"), all upon the terms and

conditions hereinafter set forth in this Agreement;



    WHEREAS, the Acquired Fund currently owns securities that

are generally assets of the character in which the Acquiring

Fund is permitted to invest;



    WHEREAS, the Board of Directors of the Acquiring Fund (the

"Acquiring Fund Board") has determined, with respect to the

Acquiring Fund, that the sale, assignment, conveyance,

transfer and delivery of all of the property and assets of the

Acquired Fund for Acquiring Fund Shares and the assumption of

all liabilities of the Acquired Fund by the Acquiring Fund is

in the best interests of the Acquiring Fund and its

shareholders and that the interests of the existing

shareholders of the Acquiring Fund will not be diluted as a

result of this transaction;



    WHEREAS, the Board of Directors of the Acquired Entity (the

"Acquired Entity Board") has determined, with respect to the

Acquired Fund, that the sale, assignment, conveyance, transfer

and delivery of all of the property and assets of the Acquired

Fund for Acquiring Fund Shares and the assumption of all

liabilities of the Acquired Fund by the Acquiring Fund is in

the best interests of the Acquired Fund and its shareholders

and that the interests of the existing shareholders of the

Acquired Fund will not be diluted as a result of this

transaction;



    NOW, THEREFORE, in consideration of the premises and of the

covenants and agreements hereinafter set forth, the parties

hereto covenant and agree as follows:



1

.

TRANSFER OF THE ASSETS OF THE ACQUIRED FUND TO THE ACQUIRING

FUND IN EXCHANGE FOR ACQUIRING FUND SHARES, THE ASSUMPTION

OF ALL ACQUIRED FUND LIABILITIES, THE SUBSEQUENT

DISTRIBUTION OF ACQUIRING FUND SHARES AND THE TERMINATION OF

THE ACQUIRED FUND



    1.1 Subject to requisite approvals and the other terms and

conditions herein set forth and on the basis of the

representations and warranties contained herein, the Acquired

Entity, on behalf of the Acquired Fund, agrees to sell,

assign, convey, transfer and deliver all of its property and

assets, as set forth in paragraph 1.2, to the Acquiring Fund,

and the Acquiring Fund agrees in exchange therefor: (a) to

deliver to the Acquired Fund the number of full and fractional

Acquiring Fund Shares corresponding to each class of the

Acquired Fund Shares as of the time and date set forth in

paragraph 3.1, determined by dividing the value of the

Acquired Fund's net assets with respect to each class of the

Acquired Fund (computed in the manner and as of the time and

date set forth in paragraph 2.1) by the net asset value of one

share of the corresponding class of Acquiring Fund Shares

(computed in the manner and as of the time and date set forth

in paragraph 2.2); and (b) to assume all liabilities of the

Acquired Fund. Such transactions shall take place on a closing

date as provided for in paragraph 3.1 (the "Closing Date").



    1.2 The property and assets of the Acquired Entity,

attributable to the Acquired Fund, to be sold, assigned,

conveyed, transferred and delivered to and acquired by the

Acquiring Fund, shall consist of all assets and property of

every kind and nature of the Acquired Fund, including, without

limitation, all rights, receivables (including dividend,

interest and other receivables), cash, cash equivalents,

claims (whether absolute or contingent, known or unknown),

securities, commodities and futures interests, good will and

other intangible property, any deferred or prepaid expenses

and all interests, rights, privileges and powers, the Acquired

Fund owns at the Valuation Date (as defined in paragraph 2.1)

(collectively, "Assets"). The Acquiring Fund shall assume all

of the liabilities and obligations of the Acquired Fund,

including, without limitation, all indemnification obligations

of the Acquired Fund with respect to the current and former

members of the Acquired Entity Board and officers of the

Acquired Entity, whether accrued or contingent, known or

unknown, existing at the Valuation Date (collectively,

"Liabilities"). The Acquired Fund will sell, assign, convey,

transfer and deliver to the Acquiring Fund any rights, stock

dividends, or other securities received by the Acquired Fund

after the Closing Date as stock dividends or other

distributions on or with respect to the property and assets

transferred, which rights, stock dividends, and other

securities shall be deemed included in the property and assets

transferred to the Acquiring Fund at the Closing Date and

shall not be separately valued, in which case any such

distribution that remains unpaid as of the Closing Date shall

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