AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION AND TERMINATION The Agreement and Plan of Reorganization and Termination ("Agreement") made as of May 16, 2001, between Legg Mason Total Return Trust, Inc. and Legg Mason Investors Trust, Inc., on...

                                                                 Exhibit 99.4(b)


                                 AMENDMENT TO
             AGREEMENT AND PLAN OF REORGANIZATION AND TERMINATION


      The Agreement and Plan of Reorganization and Termination ("Agreement")
made as of May 16, 2001, between Xxxx Xxxxx Total Return Trust, Inc. and Xxxx
Xxxxx Investors Trust, Inc., on behalf of Xxxx Xxxxx American Leading Companies
Trust, is hereby amended by substituting the current Section 4.3.8 of the
Agreement with the following:

            4.3.8 Immediately after the Reorganization, the Shareholders will
            own shares constituting "control" (within the meaning of section
            304(c) of the Code) of Acquiring Fund;

      IN WITNESS WHEREOF, the undersigned has executed this amendment to the
Agreement on the 14th day of June, 2001.

                              XXXX XXXXX TOTAL RETURN TRUST, INC.


                              By:  /s/ Xxxxx X. Xxxxxxxxx
                                   -------------------------------------
                                    Xxxxx X. Xxxxxxxxx
                                    Vice President and Treasurer


                              XXXX XXXXX INVESTORS TRUST, INC.,
                              on behalf of its series,
                              Xxxx Xxxxx American Leading Companies Trust


                              By:  /s/ Xxxxx X. Xxxxxxxxx
                                   -------------------------------------
                                    Xxxxx X. Xxxxxxxxx
                                    Vice President and Treasurer