Amendment No. 1 to Distribution Agreement

         This Amendment No. 1 to the Distribution Agreement dated as of December
15, 2006 (the  "Amendment")  by and between Legg Mason Value Trust, Inc.
(the "Fund") and Legg Mason Investor Services, LLC ("Distributor").

         WHEREAS, the Fund and Distributor entered into a Distribution Agreement
dated November 1, 2006 ("Agreement") pursuant to which the Fund appointed
Distributor as principal underwriter and distributor in connection with the
offering and sale of shares of the Fund;

         WHEREAS, the Fund and Distributor desire to amend the Agreement to
clarify that, to the extent the Fund is a party to and/or provide
indemnification with respect to any dealer or similar agreement with a qualified
intermediary for the performance of distribution or shareholder related
services, Distributor shall pay on the Fund's behalf any and all amounts that
the Fund may be required to pay under such agreements; and

         WHEREAS, all capitalized terms used in this Amendment and not defined
 herein shall have the meaning ascribed to them in the Agreement.

         NOW THEREFORE, in consideration of these promises and mutual covenants
herein contained, it is agreed as follows:

         1. Section 9. Section 9(d) is hereby added to the Agreement as follows:

(d)  Notwithstanding  anything  herein  to  the  contrary,  to  the  extent  the
     Investment  Company  is a party to  and/or  provides  indemnification  with
     respect to any dealer or similar  agreement  with a Qualified  Intermediary
     for the  performance of  Distribution  Services or Shareholder  Services as
     provided for in Section 2 of this Agreement,  the Distributor agrees to pay
     on the Investment  Company's  behalf,  any and all amounts that the parties
     may be  required  to pay to such  Qualified  Intermediary  pursuant  to the
     Indemnification  provision of such dealer or similar  agreement,  except to
     the extent such  Indemnification  obligations  are directly and proximately
     caused by any act or failure to act by the  Investment  Company or from the
     gross negligence or wilful malfeasance by the Investment Company.

         2. Other Terms. Except as specifically amended herein, all of the terms
and conditions of the Agreement shall remain unchanged and in full force and
effect and are ratified and confirmed in all respects by Fund and Distributor.

         IN WITNESS THEREOF, the parties hereto caused this Amendment to be
executed by their officers thereunto duly authorized.


Legg Mason Value Trust, Inc.               Legg Mason Investor Services, LLC

By: /s/ Gregory Merz                       By: /s/ Joseph M. Furey
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Name: Gregory Merz                         Name:  Joseph M. Furey
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Title: Vice President and Chief            Title: General Counsel and Secretary
       Legal Officer
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