<SEQUENCE>2

<FILENAME>ex4-4_121505.txt

<DESCRIPTION>REGISTRATION RIGHTS AGREEMENT

<TEXT>

                          REGISTRATION RIGHTS AGREEMENT



         REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of November

3, 2005 by and among Legg Mason, Inc., a Maryland corporation (the "Company"),

Permal Group SCA, a company organized under the laws of France ("Parent"), Worms

UK Ltd, a company organized under the laws of England and Wales ("Sequana Sub"),

and the other shareholders identified on the signature pages hereto (the

"Management Shareholders") (Sequana Sub, the Management Shareholders and Parent

are collectively referred to herein as the "Sellers")



                                   Background

                                   ----------



         A. In connection with a certain Purchase Agreement, dated as of June

23, 2005 (the "Purchase Agreement"), to which the parties hereto are party, the

Company has agreed, upon the terms and subject to the conditions set forth in

the Purchase Agreement, to issue shares of the Company's common stock, par value

$0.10 per share (the "Common Stock"), in consideration of the Company's

acquisition from the Sellers of the capital stock of Permal Group Ltd, a company

organized under the laws of England and Wales.



         B. To induce the Sellers to execute and deliver the Purchase Agreement,

the Company has agreed to provide certain registration rights under the

Securities Act of 1933, as amended, and the rules and regulations thereunder, or

any similar successor statute (collectively, the "1933 Act"), and applicable

state securities laws.



                                    Agreement

                                    ---------



              In consideration of the various representations, warranties,

covenants and other agreements and undertakings of the parties contained in this

Agreement and intending to be legally bound, the parties agree as follows:



         1. Definitions.



         As used in this Agreement, the following terms shall have the following

meanings:



              (a) "Acquired Common Stock" means the Common Stock acquired by the

Sellers as consideration pursuant to the transactions contemplated by the

Purchase Agreement.



              (b) "Business Day" means any day other than Saturday, Sunday or

any other day on which commercial banks in The City of New York are authorized

or required by law to remain closed.



              (c) "Filing Deadline" means 30 days after each issuance by the

Company to the Sellers pursuant to the Purchase Agreement.





<PAGE>



              (d) "Holder" means a Seller or a transferee or assignee thereof to

whom a Seller assigns its rights under this Agreement and who agrees to become

bound by the provisions of this Agreement.



              (e) "Person" means an individual, a limited liability company, a

partnership, a joint venture, a corporation, a trust, an unincorporated

organization and a government or any department or agency thereof.



              (f) "register," "registered," and "registration" refer to a

registration effected by preparing and filing one or more Registration

Statements (as defined below) in compliance with the 1933 Act and pursuant to

Rule 415 and the declaration or ordering of effectiveness of such Registration

Statement(s) by the SEC.



              (g) "Registrable Securities" means the Acquired Common Stock and

any additional securities issued in respect of the Acquired Common Stock.



              (h) "Registration Statement" means a registration statement or

registration statements of the Company filed under the 1933 Act covering the

Registrable Securities.



              (i) "Rule 415" means Rule 415 under the 1933 Act or any successor

rule providing for offering securities on a continuous or delayed basis.



              (j) "SEC" means the United States Securities and Exchange

Commission.



         Capitalized terms used herein and not otherwise defined herein shall

have the respective meanings set forth in the Purchase Agreement.



         2. Registration.

            -------------



              (a) Mandatory Registration. In each instance in which Common Stock

is issued by the Company pursuant to the Purchase Agreement, the Company shall

prepare, and, as soon as practicable, but in no event later than the Filing

Deadline file with the SEC the Registration Statement on Form S-3 covering the

resale of all of the Registrable Securities. In the event that Form S-3 is

unavailable for such a registration, the Company shall use such other form as is

available for such a registration. Such Registration Statement prepared pursuant

hereto shall register for resale at least the number of shares of Acquired

Common Stock. Such Registration Statement shall contain (except if otherwise

directed by the holders of at least a majority of the Registrable Securities)

the "Selling Stockholders" section in a customary form and containing the

information provided by the Sellers and the "Plan of Distribution" in

substantially the form attached hereto as Exhibit A. The Company shall use its

reasonable best efforts to have the Registration Statement declared effective by

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