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                                                                     EXHIBIT 4.4

                        T. ROWE PRICE ASSOCIATES, INC.
                                      AND
                           T. ROWE PRICE GROUP, INC.

       AMENDMENT TO T. ROWE PRICE ASSOCIATES, INC. 1995 DIRECTOR STOCK
                                  OPTION PLAN

     T. Rowe Price Associates, Inc., a Maryland corporation ("Price
Associates"), and T. Rowe Price Group, Inc., a Maryland corporation ("Price
Group"), hereby amend the T. Rowe Price Associates, Inc. 1995 Director Stock
Option Plan (the "Plan") for the purpose of substituting Price Group for Price
Associates under the Plan and to otherwise reflect the terms of the plan of
share exchange pursuant to which Price Associates became a wholly-owned
subsidiary of Price Group through a share exchange, and shares of common stock
of Price Associates, par value $0.20 per share, were converted into shares of
Price Group, par value $0.20 per share.

     1.   The Plan is hereby named the T. Rowe Price Group, Inc. 1995 Director
Stock Option Plan.

     2.   In accordance with Paragraph 9 of the Plan, Paragraph 12 is hereby
added thereto, to read, in its entirety, as follows:

             "12. Notwithstanding anything contained herein to the contrary,
     from and after the consummation of a reorganization of T. Rowe Price
     Associates, Inc. into a wholly-owned subsidiary of T. Rowe Price Group,
     Inc. through a share exchange on the terms approved by the shareholders of
     T. Rowe Price Associates, Inc. on June 30, 2000 (the "Share Exchange"):

             (i)    T. Rowe Price Group, Inc. ("Price Group") will (A)
                    automatically succeed to the Company as the issuer under
                    this Plan, (B) be assigned, accept and assume all the
                    powers, rights, liabilities, obligations and duties of the
                    Company immediately prior to the time Price Group succeeded
                    to this Plan, and (C) perform the terms of this Plan in the
                    same manner and to the same extent as the Company was
                    required to perform them immediately prior to the
                    succession.

             (ii)   The terms of this Plan will be binding upon and inure to the
                    benefit of Price Group.

             (iii)  References in this Plan to the "Company" or "T. Rowe Price
                    Associates, Inc." or words of similar import will be
                    interpreted to mean T. Rowe Price Group, Inc.

             (iv)   References in this Plan to the "Company's Common Stock" will
                    be interpreted to mean the common stock of Price Group, par
                    value $0.20, subject to any adjustments authorized by
                    Paragraph 6 of this Plan.
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             (v)    Each award agreement entered into pursuant to this Plan will
                    be interpreted to be consistent with this Plan to the extent
                    that it would have been consistent with this Plan had Price
                    Group not succeeded to Price Associates as issuer
                    hereunder."

     3.   The terms of the Plan are confirmed in all other respects and
remain in full force and effect.

             IN WITNESS WHEREOF, each of the undersigned has caused the
foregoing amendment to be duly executed this 29/th/ day of December, 2000.

                                T. ROWE PRICE ASSOCIATES, INC.

                                /s/ George A. Roche
                                -----------------------------------------------
                                By:     George A. Roche
                                        Chairman of the Board and President


                                T. ROWE PRICE GROUP, INC.

                                /s/ George A. Roche
                                -----------------------------------------------
                                By:     George A. Roche
                                        Chairman of the Board and President