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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. 1996 STOCK INCENTIVE 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. 1996 Stock Incentive
Plan (the "1996 Plan") for the purpose of substituting Price Group for Price
Associates under the 1996 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 1996 Plan is hereby named the T. Rowe Price Group, Inc. 1996
Stock Incentive Plan.

          2.   In accordance with Paragraph 11 of the 1996 Plan, Paragraph 14 is
hereby added thereto, to read, in its entirety, as follows:

                    "14. 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 8(h) 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 1996 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