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                                                                     EXHIBIT 4.5

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

 AMENDMENT TO T. ROWE PRICE ASSOCIATES, INC. 1986 EMPLOYEE STOCK PURCHASE 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. 1986 Employee Stock
Purchase Plan, (the "Stock Purchase Plan") for the purpose of substituting Price
Group for Price Associates under the Stock Purchase 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 Stock Purchase Plan is hereby named the T. Rowe Price Group, Inc.
1986 Employee Stock Purchase Plan.

     2.   In accordance with Paragraph 11 of the Stock Purchase Plan, Paragraph
13 is hereby added thereto, to read, in its entirety, as follows:

               "13.  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 Director Plan to the "Company's Common
                      Stock" will be interpreted to mean the common stock of
                      Price Group, par value $0.20."
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     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