<PAGE>
EXHIBIT 4.4
T. ROWE PRICE ASSOCIATES, INC.
AND
T. ROWE PRICE GROUP, INC.
AMENDMENT TO T. ROWE PRICE ASSOCIATES, INC. 1998 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. 1998 Director Stock
Option Plan (the "Director Plan") for the purpose of substituting Price Group
for Price Associates under the Director 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 Director Plan is hereby named the T. Rowe Price Group, Inc. 1998
Director Stock Option Plan.
2. In accordance with Paragraph 9 of the Director 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
Director 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 Director Plan, and (C) perform the terms of this Director
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 Director Plan will be binding upon and inure
to the benefit of Price Group.
(iii) References in this Director 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, subject to any adjustments authorized
by Paragraph 6 of this Director Plan.
<PAGE>
(v) Each award agreement entered into pursuant to this Director Plan
will be interpreted to be consistent with this Director Plan to
the extent that it would have been consistent with this Director
Plan had Price Group not succeeded to Price Associates as issuer
hereunder."
3. The terms of the Director 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
