Exhibit 10.5

AMENDMENT NO. 1

AMENDMENT NO. 1 (this "Amendment No. 1") dated as of January 3, 2008 among LEGG MASON, INC. (the "Borrower"), the Lenders executing this Amendment No. 1 on the signature pages hereto and Citibank, N.A., in its capacity as administrative agent (the "Administrative Agent") under the Credit Agreement referred to below.

WHEREAS, the Borrower, the Lenders party thereto and the Administrative Agent are parties to a Term Loan Agreement dated as of October 14, 2005 (as amended and supplemented and in effect immediately prior to the date hereof, the "Credit Agreement"), providing, subject to the terms and conditions thereof, for term loans to the Borrower.

NOW THEREFORE, the parties hereto wish now to amend the Credit Agreement in certain respects, and, accordingly, the parties hereto hereby agree as follows:

Section 1. Definitions. Except as otherwise defined in this Amendment No. 1, terms defined in the Credit Agreement are used herein as defined therein.

Section 2. Amendments. Subject to the satisfaction of the conditions precedent specified in Section 4 below, but effective as of the date hereof, the Credit Agreement shall be amended as follows:

2.01. References Generally. References in the Credit Agreement (including references to the Credit Agreement as amended hereby) to "this Agreement" (and indirect references such as "hereunder", "hereby", "herein" and "hereof") shall be deemed to be references to the Credit Agreement as amended hereby.

2.02. Certain Defined Terms. The following definitions in Section 1.01 of the Credit Agreement shall be amended to read in their entirety as follows:

"Applicable Margin" means:

(a)  for any Base Rate Loan, 0.000% per annum; and

(b)  for any Eurodollar Rate Loan and while any particular Rating Level applies, the rate per annum set forth below opposite the reference to the relevant Rating Level:

Rating Level	Applicable Margin
Rating Level 1	0.400%
Rating Level 2	0.500%
Rating Level 3	0.600%
Rating Level 4	0.700%
Rating Level 5	0.875%

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provided that if at any time the Debt Ratings of Moody's and S&P would lead to different Rating Levels, the "Applicable Margin" will be determined based on the Rating Level one above the lower Rating Level (Rating Level 1 being the highest and Rating Level 5 being the lowest). Each change in the Applicable Margin resulting from a Rating Level Change shall be effective on the date on which such Rating Level Change is first announced by Moody's or S&P, as the case may be.

"Fee Letter" means the Fee Letter dated June 22, 2005, between the Borrower and Citigroup Global Markets Inc., providing for, among other things, the payment of certain fees in connection with this Agreement, and the Fee Letter dated November 26, 2007, between the Borrower and Citigroup Global Markets Inc., providing for, among other things, the payment of certain fees in connection with certain amendments to this Agreement.

Section 3. Representations and Warranties. The Borrower represents and warrants to the Lenders and the Administrative Agent, as to itself and each of its subsidiaries, that (a) the representations and warranties set forth in Article IV of the Credit Agreement (except (x) Section 4.01(k) thereof, (y) to the extent relating to the class action litigations described in the Form 10-K of the Borrower for the fiscal year ended March 31, 2007, Section 4.01(f)(i) thereof, and (z) to the extent relating to the Transaction Agreement and the transactions contemplated thereby, Section 4.01(f)(ii) thereof, and provided that for purposes of this Section 3, the date referred to in the last sentence of Section 4.01(e) thereof shall be deemed to be March 31, 2007 instead of March 31, 2005), and in each of the other Loan Documents, are true and correct in all material respects on the date hereof as if made on and as of the date hereof (or, if any such representation or warranty is expressly stated to have been made as of a specific date, such representation or warranty shall be true and correct in all material respects as of such specific date) and as if each reference in said Article IV to "this Agreement" included reference to this Amendment No. 1 and (b) no Default or Event of Default has occurred and is continuing.

Section 4. Conditions Precedent. The amendments set forth in Section 2 hereof shall become effective, as of the date hereof, upon satisfaction of the following conditions:

4.01. Execution. The Administrative Agent shall have received counterparts of this Amendment No. 1 executed by the Borrower and the Lenders party to the Credit Agreement constituting the Majority Lenders.

4.02. Opinion of Counsel to Borrower. The Administrative Agent shall have received favorable opinions of counsel for the Borrower (which counsel shall be reasonably satisfactory to the Administrative Agent), in form and substance reasonably satisfactory to the Administrative Agent and covering such matters (including as to the enforceability of this Amendment No. 1 and the Credit Agreement as amended hereby, the valid organization, good standing and due authorization of the Borrower, and the lack of any conflicts of the Borrower (including with respect to any material agreements)) as the Administrative Agent shall reasonably request.

4.03. Other Documents. The Borrower shall have delivered such other documents as the Administrative Agent may reasonably request.

Section 5. Miscellaneous. Except as herein provided, the Credit Agreement shall remain unchanged and in full force and effect. This Amendment No. 1 may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument and any of the parties hereto may execute this Amendment No. 1 by signing any such counterpart. Delivery of a counterpart by electronic transmission shall be effective as delivery of a manually executed counterpart hereof. This Amendment No. 1 shall be governed by, and construed in accordance with, the law of the State of New York.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed by their respective authorized officers as of the day and year first above written.

LEGG MASON, INC.
By:	/s/ Charles J. Daley, Jr.
	Name: Charles J. Daley, Jr.
	Title: Senior Vice President, Chief
	Financial Officer and Treasurer
CITIBANK, N.A.,
as Administrative Agent
By:	/s/ Kevin A. Ege
	Name: Kevin A. Ege
	Title: Vice President

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LENDERS
CITIBANK, N.A.,
By:	/s/ Kevin A. Ege
	Name: Kevin A. Ege
	Title: Vice President
BANK OF AMERICA, N.A..
By:	/s/ Hichem Kerma
	Name: Hichem Kerma
	Title: Assistant Vice President
THE BANK OF NEW YORK
By:	/s/ Michael Pensari
	Name: Michael Pensari
	Title: Vice President
DEUTSCHE BANK AG NEW YORK BRANCH
By:	/s/ Kathleen Bowers
	Name: Kathleen Bowers
	Title: Director
By:	/s/ Valerie Shapiro
	Name: Valerie Shapiro
	Title: Assistant Vice President
JPMORGAN CHASE BANK, N.A.
By:	/s/ James R. Coffman
	Name: James R. Coffman
	Title: Executive Director
STATE STREET BANK AND TRUST COMPANY
By:	/s/ James H. Reichert
	Name: James H. Reichert
	Title: Vice President

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MERRILL LYNCH BANK USA
By:	/s/ Louis Alder
	Name: Louis Alder
	Title: Director
SUMITOMO MITSUI BANKING CORPORATION
By:	/s/ William M. Ginn
	Name: William M. Ginn
	Title: Executive Officer and General Manager
RBS CITIZENS, NATIONAL ASSOCIATION
By:	/s/ Cindy Chen
	Name: Cindy Chen
	Title: Senior Vice President
MANUFACTURERS & TRADERS TRUST CO.
By:	/s/ Lynn S. Manthy
	Name: Lynn S. Manthy
	Title: Assistant Vice President
PNC BANK, NATIONAL ASSOCIATION
By:	/s/ Kirk Seagers
	Name: Kirk Seagers
	Title: Vice President
WELLS FARGO BANK, NATIONAL ASSOCIATION
By:	/s/ Robert P. Fialkowski
	Name: Robert P. Fialkowski
	Title: Senior Vice President
HSBC BANK USA, NATIONAL ASSOCIATION
By:	/s/ Jay Lipman
	Name: Jay Lipman
	Title: Vice President