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EXHIBIT 4.4
AMENDMENT NO. 1
TO THE
T. ROWE PRICE ASSOCIATES, INC. 1986 EMPLOYEE STOCK PURCHASE PLAN
The T. Rowe Price Associates, Inc. 1986 Employee Stock Purchase Plan, as
amended and restated September 6, 2000 (the "Plan"), is amended effective as of
December 1, 2000 as follows:
Section 3 of the Plan is amended in its entirety to read as follows:
3. Payroll Deduction; Authorization and Revision. An associate may
authorize periodic payroll deductions of 1 to 10% (in whole
percentages only) of his or her applicable base salary. Changes to
the authorized payroll deduction may be made from time to time and
will become effective as soon as practicable after receipt by the
Corporation. In jurisdictions in which it is necessary or desirable
to allow associates to fund share purchases under the Plan by methods
other than payroll deduction, the appropriate officers of the
Corporation responsible for Plan administration shall have the
authority to implement any such alternative methods that such
corporate officers shall deem appropriate.
T. ROWE PRICE ASSOCIATES, INC.
By: /s/ George A. Roche
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Title: President
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Date: December 26, 2000
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