Exhibit 4.4  

                               AMENDMENT NO. 1 TO
                  DIGNITY PARTNERS, INC. 1995 STOCK OPTION PLAN

                     (Adopted by the Compensation Committee
                and the Board of Directors on February 12, 1997)

A.       The definition of "Committee" contained in Section 2 of the Dignity 
Partners, Inc. 1995 Stock Option Plan is hereby amended and restated to read in 
its entirety as follows:

                  "Committee"  means the committee of the Board, as the case may
         be, administering the Plan pursuant to the provisions of Section 11(a).

B.       Section 4(j) of the Dignity Partners, Inc. 1995 Stock Option Plan is 
hereby amended and restated to read in its entirety as follows:

         (j) Each grant shall be evidenced by an  agreement,  which shall (I) be
         executed  on behalf  of the  Corporation  by any  officer  thereof  and
         delivered to and accepted by the Optionee,  (II) contain such terms and
         provisions as the Committee  may determine  consistent  with this Plan,
         and (III)  specify the manner in which the Options  granted  thereunder
         may be transferred  and the persons  entitled to exercise such Options.
         Any  such   agreement   may  provide  that  the  Option  shall  not  be
         transferable   other  than  by  will  or  the  laws  of   descent   and
         distribution.

C.       Section 11(a) of the Plan is amended and restated to read in its 
entirety as follow:

         (a) This Plan shall be  administered  (i) by a  committee  of the Board
         which is comprised  solely of two or more  Non-Employee  Directors  (as
         that term is  defined in Rule  16b-3),  or (ii) at any time that such a
         committee does not exist and cannot be created, by the entire Board (in
         which case all  references in the Plan to the Committee  shall refer to
         the Board).

D.       Section 12(a) of the Plan is hereby amended and restated to read in its
entirety as follows:

         (a)  This  Plan  may be  amended  from  time to time by the  Committee;
         provided,  however,  that  except as  provided  in  Section  6, no such
         amendment  shall  increase  the number of Common  Shares  specified  in
         Section 3(a).

E.       Section 11(f) of the Plan is amended and restated to read in its 
entirety as follows:

         (f) To the extent that any  provisions  of this Plan would  prevent any
         Option that was intended to qualify as a  Tax-qualified  Option from so
         qualifying,  any such provision  shall be null and void with respect to
         any such  Option;  provided,  however,  that any such  provision  shall
         remain in effect with respect to other  Options,  and there shall be no
         further effect on any provision of this Plan.