As filed with the Securities and Exchange Commission on April 26, 2017
Registration No. 333-                     
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
T. ROWE PRICE GROUP, INC.
(Exact name of registrant as specified in its charter)
Maryland
 
52-2264646
(State or other jurisdiction of
 
(I.R.S. Employer Identification No.)
incorporation or organization)
 
 
 
 
 
100 East Pratt Street
 
 
Baltimore, Maryland
 
21202
(Address of principal executive offices)
 
(Zip Code)
T. Rowe Price Group, Inc. 2012 Long-Term Incentive Plan
T. Rowe Price Group, Inc. 2017 Non-Employee Director Equity Plan
T. Rowe Price Group, Inc. 1986 Employee Stock Purchase Plan
(Full title of plans)
(Name, address and telephone
 number of agent for service)
 
(Copy to:)
William J. Stromberg
 
R.W. Smith, Jr., Esquire
President and Chief Executive Officer
 
DLA Piper LLP (US)
T. Rowe Price Group, Inc.
 
6225 Smith Avenue
100 East Pratt Street
 
Baltimore, Maryland 21209-3600
Baltimore, Maryland 21202
 
(410) 580-3000
(410) 345-2000
 
 
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer  þ
Accelerated filer  o
Non-accelerated filer  o
 (Do not check if a smaller reporting company)
Smaller reporting company   o
Emerging growth company  o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o

1


CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered
 
Amount to be Registered
 
Proposed Maximum Offering Price Per Unit (2)
 
Proposed Maximum Aggregate Offering Price (2)
 
Amount of Registration Fee
 
 
 
 
 
 
 
 
 
Common Stock, $0.20 par value
 
11,596,803

(1)  
$
72.04

 
$
835,433,688

 
$
96,827


1.
Of the 11,596,803 shares registered under this Registration Statement, 8,196,803 shares are registered for offer and sale under the Registrant’s 2012 Long-Term Incentive Plan, 3,000,000 shares are registered for offer and sale under the Registrant’s 1986 Employee Stock Purchase Plan, and 400,000 are registered for offer and sale under the Registrant’s 2017 Non-Employee Director Equity Plan. The 8,196,803 shares registered for offer and sale under the Registrant’s 2012 Long-Term Incentive Plan are shares that have been reacquired since April 16, 2012 by the Registrant on the open market or otherwise using cash proceeds received by the Registrant from the exercise of stock options granted under any of the Registrant’s 1993 Stock Incentive Plan, 1996 Stock Incentive Plan, 2001 Stock Incentive Plan, 2004 Stock Incentive Plan and 2012 Long-Term Incentive Plan. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate number of shares of Common Stock that may be offered or issued by reason of stock splits, stock dividends or similar transactions.

2.
Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act. The proposed maximum offering price per share, proposed maximum aggregate offering price and the amount of the registration fee are based on the average of the high and low prices of T. Rowe Price Group, Inc. Common Stock reported on the Nasdaq National Market on April 21, 2017 (i.e., $72.04).

2


PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Not required to be included in this Form S-8 Registration Statement pursuant to the introductory Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which have previously been filed by the Registrant with the Securities and Exchange Commission are incorporated by reference herein and shall be deemed to be part of this Registration Statement:

(a)
The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2016;

(b)
All other reports filed pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), since the end of the fiscal year covered by the document referred to in (a) above; and

(c)
Description of Common Stock of the Registrant contained or incorporated in the registration statements filed by the Registrant under the Exchange Act, including any amendments or reports filed for the purpose of updating such description.
All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part of this Registration Statement from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Directors and officers of the Registrant are indemnified under Section 2-418 of the Corporations and Associations Article of the Annotated Code of Maryland, and under Article EIGHTH, Section 6 of the Registrant’s Charter as follows:
(6)The Corporation shall indemnify (a) its directors to the full extent provided by the general laws of the State of Maryland now or hereafter in force, including the advance of expenses under the procedures provided by such laws; (b) its officers to the same extent it shall indemnify its directors; and (c) its officers who are not directors to such further extent as shall be authorized by the Board of Directors and be consistent with law. The foregoing shall not limit the authority of the Corporation to indemnify other employees and agents consistent with law.

As permitted by Maryland law, Article EIGHTH, Section 7 of the Registrant’s Charter limits the monetary liability of its directors and officers to the Registrant and its stockholders to the maximum extent permitted by Maryland law in effect from time to time. Article EIGHTH, Section 7 of the Registrant’s Charter provides as follows:

(7) To the fullest extent permitted by Maryland statutory or decisional law, as amended or interpreted, no director or officer of this Corporation shall be personally liable to the Corporation or its stockholders for money damages. No amendment of the charter of the Corporation or repeal of any of its provisions shall limit or eliminate the benefits provided to directors and officers under this provision with respect to any act or omission which occurred

3


prior to such amendment or repeal.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The following exhibits are filed herewith or incorporated herein by reference.
EXHIBIT NUMBER
DESCRIPTION
3.1
Charter of T. Rowe Price Group, Inc., as Amended by Articles of Amendment dated April 10, 2008. (Incorporated by reference from Form 10-Q Report for the quarterly period ended March 31, 2008 filed on April 24, 2008; File No. 033-07012-99.)
3.2
Amended and Restated By-Laws of T. Rowe Price Group, Inc. as of December 10, 2015. (Incorporated by reference from Form 8-K Current Report filed on December 10, 2015; File No. 000-32191.)
5.1
Opinion of DLA Piper LLP (US) as to the legality of the securities being offered. (Includes Consent of Counsel filed herewith.)
23.1
Consent of Counsel. (Contained in Exhibit 5.1 to this Registration Statement.)
23.2
Consent of Independent Registered Public Accounting Firm. (Filed herewith.)
24.1
Power of Attorney. (Filed herewith.)
99.1
1986 Employee Stock Purchase Plan, Restated as of April 26, 2017. (Filed herewith.)
99.2
2017 Non-Employee Director Equity Plan. (Filed herewith.)
99.3
Statements of additional terms and conditions for awards granted under the 2017 Non-Employee Director Equity Plan. (Filed herewith.)
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:

1.
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

i.
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

ii.
To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement;

iii.
To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.

Paragraphs (l)(i) and (l)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.

2.
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3.
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.    
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report

4


pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, T. Rowe Price Group, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baltimore, State of Maryland, on this 26th day of April, 2017.

T. ROWE PRICE GROUP, INC.

By: /s/ Kenneth V. Moreland
Kenneth V. Moreland
Vice President, Chief Financial Officer and Treasurer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed below by the following persons in the capacities and on the date indicated.
 
 
 
 
 
Signature
 
Title
 
Date
 
 
 
 
 
*
 
President and Chief Executive Officer
 (Principal Executive Officer)
 
 
  William J. Stromberg
 
 
 
 
 
 
 
 
*
 
Vice President, Chief Financial Officer and Treasurer
 (Principal Financial Officer)
 
 
  Kenneth V. Moreland
 
 
 
 
 
 
 
 
*
 
Vice President
 (Principal Accounting Officer)
 
 
  Jessica M. Hiebler
 
 
 
 
 
 
 
 
By: /s/ Kenneth V. Moreland 
 
 As Attorney-in-Fact
 
April 26, 2017
      Kenneth V. Moreland
 
 
 
 
 
 
 
 
 
A majority of the Board of Directors:
Mark S. Bartlett, Edward C. Bernard, Mary K. Bush, H. Lawrence Culp, Jr., Dr. Freeman A. Hrabowski III, Robert F. MacLellan, Brian C. Rogers, Olympia J. Snowe, William Stromberg, Dwight S. Taylor, Anne Marie Whittemore, Sandra S. Wijnberg, and Alan D. Wilson
 
 
 
 
 
By: /s/ Kenneth V. Moreland 
 
As Attorney-in-Fact 
 
April 26, 2017
      Kenneth V. Moreland
 
 
 
 

5


EXHIBIT INDEX

EXHIBIT NUMBER
DESCRIPTION
3.1
Charter of T. Rowe Price Group, Inc., as Amended by Articles of Amendment dated April 10, 2008. (Incorporated by reference from Form 10-Q Report for the quarterly period ended March 31, 2008 filed on April 24, 2008; File No. 033-07012-99.)
3.2
Amended and Restated By-Laws of T. Rowe Price Group, Inc. as of December 10, 2015. (Incorporated by reference from Form 8-K Current Report filed on December 10, 2015; File No. 000-32191.)
5.1
Opinion of DLA Piper LLP (US) as to the legality of the securities being offered. (Includes Consent of Counsel filed herewith.)
23.1
Consent of Counsel. (Contained in Exhibit 5.1 to this Registration Statement.)
23.2
Consent of Independent Registered Public Accounting Firm. (Filed herewith.)
24.1
Power of Attorney. (Filed herewith.)
99.1
1986 Employee Stock Purchase Plan, Restated as of April 26, 2017. (Filed herewith.)
99.2
2017 Non-Employee Director Equity Plan. (Filed herewith.)
99.3
Statements of additional terms and conditions for awards granted under the 2017 Non-Employee Director Equity Plan. (Filed herewith.)





6


EXHIBIT 5.1

 
DLA Piper LLP (US)
The Marbury Building
6225 Smith Avenue
Baltimore, Maryland 21209-3600
www.dlapiper.com

T 410.580.3000
F 410.580.3001
April 26, 2017
T. Rowe Price Group, Inc.
100 East Pratt Street
Baltimore, Maryland 21202

Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for T. Rowe Price Group, Inc., a Maryland corporation (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”), and which registers, in the aggregate, 11,596,803 shares of the Common Stock of the Company (the “New Shares”) issuable pursuant to the Company’s 2012 Long-Term Incentive Plan, 1986 Employee Stock Purchase Plan, restated as of April 26, 2017, and 2017 Non-Employee Director Equity Plan (collectively, the “Plans”). In addition, we have acted as counsel for the Company in connection with Registration Statements on Form S-8 (file numbers 333-59714, 333-120883, 333-167317, and 333-120882) that registered shares of the Common Stock of the Company for offer and sale under the Company’s 2001 Stock Incentive Plan and/or 2004 Stock Incentive Plan (the “Prior Plans”), 10,019,806 shares of which (the “Recycled Shares” and, together with the New Shares, the “Shares”) were reacquired by the Company through award forfeitures, expiration or withholding and are again available for issuance under the Company’s 2012 Long-Term Incentive Plan.
As the basis for the opinions hereinafter expressed, we have examined originals, or copies certified or otherwise identified, of (a) the Company’s charter, as amended (the “Charter”); (b) the amended and restated bylaws of the Company; (c) the Registration Statement; (d) the Plans; (e) resolutions of the board of directors (the “Board”) of the Company, the Executive Compensation and Management Development Committee of the Board, and the Nominating and Corporate Governance Committee of the Board relating to the issuance or delivery of the Shares to be issued or delivered under the Plans; and (f) such other records, agreements, other instruments and documents as we have deemed necessary or advisable for the purposes of this opinion. We have not independently verified any factual matter relating to this opinion. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company.
In our examination of the foregoing documents, we have assumed, without independent investigation, the following: the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, facsimile or photostatic copies, the authenticity of the originals of such latter documents and the legal competence of all signatories to such documents.




We express no opinion herein concerning any law other than the Maryland General Corporation Law (including the statutory provisions, the applicable provisions of the Maryland Constitution and reported judicial decisions interpreting the foregoing).
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that the Shares to be issued under the Plans have been duly authorized, and upon the issuance and delivery of the Shares in the manner contemplated by the applicable Plan, and assuming that the Company completes all actions and proceedings required on its part to be taken prior to the issuance and delivery of the Shares pursuant to the terms of the Plans, including, without limitation, collection of required payment for the Shares, the Shares will be validly issued, fully paid and nonassessable.
In addition to the qualifications set forth above, the foregoing opinion is further qualified as follows:
(1) The foregoing opinion is rendered as of the date hereof. We assume no obligation to revise, update or supplement this opinion (a) should the present aforementioned laws of the State of Maryland be changed by legislative action, judicial decision or otherwise after the date hereof or (b) to reflect any facts or circumstances that may hereafter come to our attention.
(2) We express no opinion as to compliance with the securities or “blue sky” laws or principles of conflicts of laws of the State of Maryland or any other jurisdiction.
(3) We assume that the issuance of the Shares, together with any other outstanding shares of Common Stock, will not cause the Company to issue shares of Common Stock in excess of the number of such shares authorized by the Company’s Charter.
(4) This opinion is limited to the matters set forth herein, and no other opinion should be inferred beyond the matters expressly stated.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm and to our opinion in the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder or Item 509 of Regulation S-K.

Very truly yours,
/s/ DLA Piper LLP (US)






EXHIBIT 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors
T. Rowe Price Group, Inc.:

We consent to the incorporation by reference in the registration statement on Form S-8 of T. Rowe Price Group, Inc. of our reports dated February 7, 2017, with respect to the consolidated balance sheets of T. Rowe Price Group, Inc. and subsidiaries as of December 31, 2016 and 2015, and the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows, for each of the years in the three-year period ended December 31, 2016, and the effectiveness of internal control over financial reporting of T. Rowe Price Group, Inc. as of December 31, 2016, which reports appear in the December 31, 2016 Annual Report on Form 10-K of T. Rowe Price Group, Inc.
/s/ KPMG LLP
Baltimore, Maryland
April 26, 2017
    




  EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and officers of T. Rowe Price Group, Inc., a Maryland corporation, constitute and appoint William J. Stromberg, Kenneth V. Moreland, Jessica M. Hiebler and Joan Flister, or any one of them, the true and lawful agents and attorneys-in-fact of the undersigned with full power and authority in said agents and attorneys-in-fact, and in any one or more of them, (i) to sign for the undersigned in their respective names as directors and officers of T. Rowe Price Group, Inc., its Registration Statement on Form S-8, any amendment (including post-effective amendments) or supplement thereto, and any Post-Effective Amendments to Registration Statements on Form S-8, relating to the offer and sale of common stock of T. Rowe Price Group, Inc. pursuant to the 2012 Long-Term Incentive Plan, the 1986 Employee Stock Purchase Plan, or the 2017 Non-Employee Director Equity Plan, and (ii) to sign for the undersigned in their respective names as directors and officers of T. Rowe Price Group, Inc., Post-Effective Amendments No. 3 to the Registration Statements on Form S-8 for the Registrant’s 2001 Stock Incentive Plan (file nos. 333-59714 and 333-120883), and Post-Effective Amendments No. 2 to the Registration Statements on Form S-8 for the Registrant’s 2004 Stock Incentive Plan (file nos. 333-120882 and 333-167317) to disclose a material change in the plan of distribution for the shares registered under the registration statements in that the registration statements will also cover the issuance of shares that become authorized for issuance under the 2012 Long-Term Incentive Plan upon the expiration, termination or cancellation of awards outstanding under the 2001 Stock Incentive Plan and/or the 2004 Stock Incentive Plan, each to be filed with the Securities and Exchange Commission under the Securities Act of 1933. We hereby confirm all acts taken by such agents and attorneys-in-fact, or any one or more of them, as herein authorized.

 
 
 
 
 
Signature
 
Title
 
Date
 
 
 
 
 
 
 
 
Chief Executive Officer, President and Director
 
 
/s/ William J. Stromberg
 
(Principal Executive Officer)
 
April 26, 2017
William J. Stromberg
 
 
 
 
 
 
 
 
 
 
 
Vice President, Chief Financial Officer and Treasurer
 
 
/s/ Kenneth V. Moreland
 
(Principal Financial Officer)
 
April 26, 2017
Kenneth V. Moreland
 
 
 
 
 
 
 
 
 
 
 
Vice President
 
 
/s/ Jessica M. Hiebler
 
(Principal Accounting Officer)
 
April 26, 2017
Jessica M. Hiebler
 
 
 
 
 
 
 
 
 
/s/ Mark S. Bartlett
 
Director
 
April 26, 2017
Mark S. Bartlett
 
 
 
 
 
 
 
 
 
/s/ Edward C. Bernard
 
Director
 
April 26, 2017
Edward C. Bernard
 
 
 
 
 
 
 
 
 
/s/ Mary K. Bush
 
Director
 
April 26, 2017
Mary K. Bush
 
 
 
 
 
 
 
 
 
/s/ H. Lawrence Culp, Jr.
 
Director
 
April 26, 2017
H. Lawrence Culp, Jr.
 
 
 
 
 
 
 
 
 





 
 
 
 
 
/s/ Freeman A. Hrabowski, III
 
Director
 
April 26, 2017
Freeman A. Hrabowski, III
 
 
 
 
 
 
 
 
 
/s/ Robert F. MacLellan
 
Director
 
April 26, 2017
Robert F. MacLellan
 
 
 
 
 
 
 
 
 
/s/ Brian C. Rogers
 
Director
 
April 26, 2017
Brian C. Rogers
 
 
 
 
 
 
 
 
 
/s/ Olympia J. Snowe
 
Director
 
April 26, 2017
Olympia J. Snowe
 
 
 
 
 
 
 
 
 
/s/ Dwight S. Taylor
 
Director
 
April 26, 2017
Dwight S. Taylor
 
 
 
 
 
 
 
 
 
/s/ Anne Marie Whittemore
 
Director
 
April 26, 2017
Anne Marie Whittemore
 
 
 
 
 
 
 
 
 
/s/ Sandra S. Wijnberg
 
Director
 
April 26, 2017
Sandra S. Wijnberg
 
 
 
 
 
 
 
 
 
/s/ Alan D. Wilson
 
Director
 
April 26, 2017
Alan D. Wilson
 
 
 
 



EAST\127941605.5 11/3/16 T. ROWE PRICE GROUP, INC. 1986 Employee Stock Purchase Plan Restated as of April 26, 2017 1. Eligibility. When or where legally permissible, participation will be open to all regular associates of the Corporation over the age of majority in the state or country of their residence, with such eligibility beginning on the first day of the month following the month in which employment occurs. 2. Procedure for Commencing Participation. Subject to Sections 3 and 9 of the Plan, an eligible associate may commence participation in the Plan at any time by authorizing the Corporation to make periodic payroll deductions in accordance with the Plan and authorizing the Agent to open and maintain an Investment Plan Account. Commencement of payroll deductions will become effective as soon as practicable after an associate’s authorization is received by the Corporation. 3. Payroll Deduction; Authorization and Revision. An associate may authorize periodic payroll deductions of 1% to 10% of his or her applicable base salary. Changes to the authorized payroll deduction may be made from time to time. All payroll deduction elections shall be made in writing, including via an electronic writing in such form as may be designated by the Corporation, 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. Associates and participants who receive hardship distributions from the T. Rowe Price U.S. Retirement Program may not make contributions to this Plan during the 6-month period beginning on the date of receipt of the hardship distribution. 4. Corporate Contributions. The Corporation will make a 50% match of each associate’s authorized payroll deduction up to 4% of his or her applicable base salary per payroll period until the associate’s base salary reaches US$200,000 in the calendar year. No match will be made after the associate’s base salary reaches US$200,000 in the calendar year; however, the match will resume in the next calendar year if the associate continues to participate in the Plan. The US$200,000 limit will be converted to local currency for non-US associates. The Corporation’s Management Committee may change the US$200,000 limit applicable to non-US associates at any time in accordance with its periodic review of exchange rate fluctuations. The Corporation will remit the match to the Agent. The Corporation’s match will immediately vest when it becomes part of the associate’s account. 5. Remittance to Agent; Purchases of Stock. Payroll deductions and corporate contributions will be remitted timely after each periodic payroll to the Agent with a schedule showing the amount allocable to each participant. The Agent will thereupon purchase Common Stock of the Corporation in the open market at the then prevailing market price or prices, applying the total amount remitted. If Common Stock is unavailable in the market or for other appropriate reasons, the Agent may purchase Common Stock directly from the Corporation. Purchases from the Corporation shall be at prices equal to the average of the last reported sales prices as reported on The Nasdaq National Market for the five previous trading days prior to the purchase (or the closing bid prices as reported to Nasdaq if such sales prices are not available, or if such bid prices are not available, at the purchase price determined by the Board of Directors of the Corporation to be the fair market value thereof). Using the average price of the shares purchased, the total shares will be allocated among the participants’ accounts in proportion to their respective interests in the total amount remitted. The number of shares of Common Stock that may be purchased by or on behalf of associates pursuant to the Plan on and after April 26, 2017, shall not exceed an aggregate of 3,000,000 shares of Common Stock, except that (i) in the event of a stock or special cash dividend, or stock split or reverse stock split affecting the Common Stock, the maximum number of shares of such Common Stock available for purchase pursuant to the Plan shall, without further action of the Board of Directors or the Executive

 
- 2 - EAST\127941605.5 11/3/16 Compensation Committee, be adjusted to reflect such event, and (ii) in the event of any other change affecting the Common Stock, the Corporation or its capitalization, by reason of a spin-off, split-up, dividend, recapitalization, merger, consolidation or share exchange, the Executive Compensation Committee, in its discretion, may make appropriate adjustments to the maximum number and kind of shares available for purchase pursuant to the Plan. The Agent will deliver to each participant at least quarterly a statement of account showing the total of the payroll deduction and company match, corresponding shares purchased, and the balance of shares held in the account. 6. Cash Dividends. Cash dividends net of tax withholding, if any, credited to the participant’s account will be automatically reinvested in Common Stock of the Corporation. 7. Brokerage Commissions, etc. Brokerage commissions payable in connection with purchases made with payroll deductions and corporate matching contributions as well as from the reinvestment of cash dividends, and all other expenses incurred in administering the Plan will be borne by the Corporation. Commissions and other charges in connection with a sale of stock from a participant’s account will be payable by the participant for whom such service is rendered. 8. Withholding Taxes. All taxes subject to withholding payable with respect to corporate contributions paid on behalf of a participant will be deducted from the balance of his or her pay and will not reduce the remittance to the Agent on his behalf. 9. Termination of Payroll Deductions; Closing of Account. A participant may withdraw, sell, or transfer full shares owned in his or her account subject to three restrictions: (1) no withdrawal, sale, or transfer may occur during the first twelve months of participation unless the associate is terminating participation in the plan and closing his or her account; (2) thereafter, no withdrawal, sale, or transfer of shares held less than 60 days may occur unless the associate is terminating participation in the plan and closing his or her account; and (3) no more than two such transactions may occur in any rolling twelve-month period. A participant may terminate payroll deductions at any time by written request to the Corporation, including via an electronic writing in such form as may be designated by the Corporation. Such request will become effective as soon as practicable after receipt. A waiting period of at least six months may be required before payroll deductions can recommence. The Agent will close a participant’s account as soon as practicable after termination of employment or receipt of an authorization from the participant to do so. Holders of 100 or more shares will (1) be issued the full shares owned (either in certificate form mailed to the address of record or by electronic delivery to a designated registered securities account) and (2) receive a cash settlement from the sale of any fractional share owned. Holders of less than 100 shares will only receive a cash settlement from the sale of all shares owned. 10. Administration. The Plan shall be administered by the Executive Compensation Committee. In connection with the administration of the Plan, the Executive Compensation Committee may make and promulgate such rules and regulations as it shall deem appropriate. 11. Amendment of Plan; Termination. The Board of Directors or Executive Compensation Committee may amend the Plan at any time, and from time to time, in each case without the consent of participants or, except as may be required to comply with applicable law or rule of any securities exchange or market on which the Common Stock is listed or admitted for trade, action by the stockholders of the Corporation. Notwithstanding the foregoing, without requiring consent by the Board of Directors, Executive Compensation Committee or any other person, the management compensation committee of the Corporation may make administrative or ministerial modifications to the Plan at any time, and from time to time, as it determines in its discretion are appropriate and desirable to facilitate the Plan’s implementation or operation. The Board of Directors or Executive Compensation Committee may

 
- 3 - EAST\127941605.5 11/3/16 terminate the Plan at any time. Any such amendment, modification, or termination will not result in the forfeiture of any funds deducted from the salary of any participant or contributed by the Corporation on behalf of any participant, or of any shares or a fractional interest in a share purchased for the participant, or any dividends or other distributions in respect of such shares, effective before the effective date of amendment or termination of the Plan. 12. Definitions. (a) Plan. T. Rowe Price Group, Inc. 1986 Employee Stock Purchase Plan. (b) Corporation. Any one or more or all of T. Rowe Price Group, Inc., and such subsidiaries of T. Rowe Price Group, Inc., designated by the Board of Directors, the associates of which may participate in the Plan. (c) Board of Directors. The Board of Directors of T. Rowe Price Group, Inc. (d) Executive Compensation Committee. The Executive Compensation Committee of the Board of Directors of T. Rowe Price Group, Inc. (e) Associate. An employee of the Corporation. (f) Participant. An associate of the Corporation participating in the Plan. (g) Agent. The independent purchasing agent designated by the Board of Directors.

 
EAST\138286193.9 1/26/17 T. ROWE PRICE GROUP, INC. 2017 NON-EMPLOYEE DIRECTOR EQUITY PLAN 1. History; Effective Date. T. Rowe Price Group, Inc., a Maryland corporation (“Price Group”), has established the T. Rowe Price Group, Inc. 2017 Non-Employee Director Equity Plan, as set forth herein, and as the same may be amended from time to time (“Plan”). The Plan is intended to benefit Price Group by providing Non-Employee Directors of Price Group with a proprietary stake in Price Group’s future success and, thereby, aligning their interests with those of Price Group’s stockholders. The Plan was adopted by the Board of Directors of Price Group (“Board”) on February 16, 2017, and is effective as of the date that it is approved by the stockholders of Price Group (“Effective Date”). The Plan will serve as a successor to the T. Rowe Price Group, Inc. Amended and Restated 2007 Non-Employee Director Equity Plan (“Prior Plan”) which by its terms expires on April 12, 2017. Under the Plan, Price Group may grant Non-Employee Directors equity compensation (“Awards”) in the form of restricted shares of common stock of Price Group (“Common Stock”), stock units for deferred delivery of Common Stock, and options for the purchase of Common Stock. 2. Terminology. Capitalized words used in the Plan or an Award agreement issued under the Plan shall have the meaning set forth in the glossary at Section 13 of the Plan. 3. Administration. The Plan Administrator has full authority and discretion to administer the Plan. This authority includes, without limitation, authority to (a) interpret and construe any provision of the Plan and the terms of any Award granted under it; (b) modify in its discretion the Value and/or number, timing, vesting and/or other terms of Awards to be granted pursuant to Section 5 of the Plan without requiring stockholder approval thereof; provided that any such modification of the Value and/or number of Awards does not result in exceeding the maximum annual cap per Non-Employee Director set forth under Section 5(a) of the Plan; and (c) in general, make all other determinations advisable for the administration of the Plan to achieve its stated purpose. This authority also includes the authority, as the Plan Administrator may deem necessary or advisable, to adopt such rules, regulations, agreements, guidelines and instruments for administering the Plan and for conducting the Plan Administrator’s business. A majority of the members of the Plan Administrator shall constitute a quorum for the transaction of business and the vote of a majority of those members present at any meeting at which a quorum is present shall decide any question brought before that meeting. In lieu of a meeting, the Plan Administrator may take action by unanimous written consent. Decisions of the Plan Administrator shall be final and binding on all parties. The Plan Administrator shall have the power to delegate all or any of its non-discretionary duties to one or more designees. To the maximum extent permitted by law, no member of the Plan Administrator or its designees shall be liable for any action taken or decision made in good faith relating to the Plan or any Award. To the maximum extent permitted by law and by Price Group’s charter and by-laws, the members of the Plan Administrator and its designees shall be indemnified by Price Group in respect of all their activities under the Plan. 4. Stock Reserved for the Plan. (a) Initial Share Pool. Subject to adjustments as provided in Section 8 of the Plan, the aggregate number of shares of Common Stock as of the Effective Date that may be issued pursuant to Awards to be granted under the Plan is 400,000 shares (“Share Pool”).

 
EAST\138286193.9 1/26/17 2 (b) Share Accounting. Upon the grant of an Award, the Share Pool set forth in Section 4(a) shall be reduced by one share of Common Stock for every one share made subject to such Award to determine the number of Awards that may be granted thereafter. (c) Restoration of Shares. If any Award, or portion of an Award, expires or terminates unexercised, becomes unexercisable or is forfeited or otherwise terminated or canceled as to any shares, in any such case without the issuance of shares, the shares subject to such Award or portion of such Award, as applicable, shall be restored to the Share Pool and shall thereafter be available for grant of Awards under the Plan. (d) Source of Shares. Price Group shall reserve for issuance pursuant to the Plan such number of shares of Common Stock as may from time to time be granted and/or are subject to outstanding Awards. The source of the shares of Common Stock issued pursuant to the Plan shall be authorized and unissued shares under Price Group’s charter, including such shares purchased on the open market or derived from any other proper source. 5. Grants of Awards. (a) Cap on Awards Per Director. From time to time, the Plan Administrator, in its discretion, shall determine the Value and/or number, timing and terms of Awards to be granted under the Plan; provided, however, that no person shall receive Awards under the Plan in a single calendar year the aggregate Value of which, measured on the respective grant date(s), exceeds USD$500,000. (b) Initial Director Award. Unless determined otherwise by the Plan Administrator, each person first elected or appointed as a Non-Employee Director on or after the Effective Date, shall be granted, as of the close of business on the date of the first regular meeting of the Board held on or after the date of such Non-Employee Director’s election or appointment, an Initial Director Award having a Value on the date of grant of USD$300,000, in such form as the Non-Employee Director shall have elected pursuant to Section 7; provided, however, that if the person first becomes a Non-Employee Director by being elected at an Annual Meeting, the Initial Director Award to that person shall be granted on the first Business Day after such Annual Meeting. The number of shares of Common Stock to be made subject to an Award under this Section 5(b) shall be rounded to the nearest whole share (rounding up for 0.5 shares) when calculating the number of shares that equate to the specified Value. (c) Former Employees. Notwithstanding the provisions of Section 5(b) above, a person who was an employee of Price Group or any of its subsidiaries or affiliates at any time within three years before becoming a Non-Employee Director shall not be entitled to receive an Initial Director Award. (d) Equity Compensation Awards. Unless determined otherwise by the Plan Administrator, each Non-Employee Director shall be granted, on the first Business Day after each Annual Meeting, inclusive of the Annual Meeting that coincides with the Effective Date, an Equity Compensation Award having a Value on the date of grant of USD$200,000, in such form as the Non-Employee Director shall have elected pursuant to Section 7. The number of shares of Common Stock to be made subject to an Award under this Section 5(d) shall be rounded to the nearest whole share (rounding up for 0.5 shares) when calculating the number of shares that equate to the specified Value. (e) Non-duplication of Grants. Notwithstanding the provisions of Section 5(d) above, an Equity Compensation Award will not be granted to a Non-Employee Director during the calendar year in which the Non-Employee Director receives his or her Initial Director Award under the Plan or the Prior Plan. (f) Grant Eligibility. No individual shall be granted an Award under the Plan unless such individual is a Non-Employee Director on the applicable grant date.

 
EAST\138286193.9 1/26/17 3 (g) Modification of Awards. The Plan Administrator in its discretion may modify the Value, number and/or timing of the Awards to be granted pursuant to the provisions of Sections 5(b) and 5(d) above without stockholder approval, provided that any such modification of the Value and/or number of Awards does not result in exceeding the maximum annual cap per Non-Employee Director set forth under Section 5(a) of the Plan. Notwithstanding anything herein to the contrary, the Plan Administrator may specify the nature of Award to be granted as Initial Equity Awards and/or Equity Compensation Awards, in lieu of providing Non-Employee Directors the opportunity to elect the nature of Award they wish to receive, provided that the Plan Administrator complies with the provisions of Section 409A of the Code when making and implementing such a determination. 6. Nature and Terms of Awards. (a) Nature of Awards. The Plan enables the grant of Awards in any of the following forms as determined from time to time in the discretion of the Plan Administrator: (i) restricted shares of Common Stock that are nontransferable and subject to forfeiture prior to becoming vested (“Restricted Shares”); (ii) stock units providing for deferred delivery of Common Stock (“Stock Units”); and (iii) nonstatutory options for the purchase of Common Stock (“Options”). (b) Holding Period Requirements. All shares of Common Stock issued under an Award shall be subject to any restrictions imposed by law, the rules and regulations of any exchange or trading market on which Price Group’s securities are then traded, and any then-applicable stock ownership and retention guidelines for directors of Price Group. (c) Vesting and Forfeiture of Awards. Unless determined otherwise by the Plan Administrator, Awards in the form of Restricted Shares, Stock Units and Options shall be subject to the following vesting and forfeiture provisions. (i) Such Awards upon grant shall be unvested and subject to a risk of forfeiture. (ii) Such Awards granted as Initial Director Awards, and all accrued dividends and/or unvested Dividend Equivalents attributed to such Initial Director Awards, will become vested and no longer subject to risk of forfeiture on the earliest of the following dates (A) the first anniversary of the grant date of the Award, (B) the Non-Employee Director’s date of death, (C) the date on which the Non-Employee Director becomes Totally and Permanently Disabled, or (D) the date on which a Change in Control occurs; provided that the Non-Employee Director to whom the Award was granted is a member of the Board on the applicable vesting date. (iii) Such Awards granted as Equity Compensation Awards, and all accrued dividends and/or unvested Dividend Equivalents attributed to such Equity Compensation Awards, will become vested and no longer subject to risk of forfeiture on the earliest of the following dates (A) the day immediately prior to the Annual Meeting that occurs in the next calendar year following the year in which the grant date occurs, (B) the Non-Employee Director’s date of death, (C) the date on which the Non-Employee Director becomes Totally and Permanently Disabled, or (D) the date on which a Change in Control occurs; provided that the Non-Employee Director to whom the Award was granted is a member of the Board on the applicable vesting date. (iv) If the Non-Employee Director ceases to be a member of the Board for any reason other than death, becoming Totally and Permanently Disabled, or the occurrence of a Change in Control, all unvested Awards, and all accrued dividends and/or unvested Dividend Equivalents attributed to such unvested Awards, will be forfeited upon such cessation without any consideration paid therefor. (d) Transferability of Awards. Awards are not transferable by the Non-Employee Director otherwise than by will or the laws of descent and distribution and shall not be subject in any manner to alienation, anticipation, sale, exchange, assignment, pledge, encumbrance, or garnishment, or in any other manner made subject to a hedge transaction or a put or call contract; provided, however, that with

 
EAST\138286193.9 1/26/17 4 the consent of the Plan Administrator, Restricted Shares and Options (but not Stock Units) may be transferred to a family member or a trust, partnership or the like for the benefit of the Non-Employee Director or such family members. The Plan Administrator shall not permit any transfer for value of an Award (other than shares of Common Stock received in connection with an Award of Restricted Shares after the date that the Award has become vested) and the permitted transferee of an unvested Award shall receive the Award subject to the same risk of forfeiture as applied to the Non-Employee Director transferor. No assignment or transfer of an Option, or of the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise, except by will, the laws of descent and distribution or by consent of the Plan Administrator, shall vest in the assignee or transferee any interest or right therein whatsoever, but immediately upon any attempt to assign or transfer the Option the same shall terminate and be of no force or effect. (e) Terms of Stock Units. (i) Stock Units represent an unfunded promise of Price Group to deliver shares of Common Stock, or in limited circumstances the cash equivalent of such shares, to the Non-Employee Director or the Non-Employee Director’s estate, as applicable, at a future date subject to satisfaction of certain conditions but no shares of Common Stock are issued upon the grant of Stock Units. Stock Units shall be settled, to the extent vested, upon the Non-Employee Director’s Termination Date, unless the Non-Employee director is a “specified employee” (as defined under Section 409A of the Code and determined in good faith by the Plan Administrator). If a Non-Employee Director is a “specified employee” on the Termination Date, the Stock Units to be settled on account of the occurrence of that Termination Date will be settled within 15 days after the end of the six-month period beginning on that Termination Date or, if earlier, within 15 days after the appointment of the personal representative or executor of the estate after the Non-Employee Director’s death. Upon settlement, Price Group shall issue to the Non-Employee Director or the Non-Employee Director’s estate, as applicable, a number of shares of Common Stock equal to the number of whole, vested Stock Units then credited to the Non-Employee Director’s Account; any fractional Stock Units will be settled in cash. In the event that a Change in Control occurs, the provisions of Section 8(b) of the Plan shall control notwithstanding anything in this Section 6(e) to the contrary. (ii) The grant of a Stock Unit shall not entitle the Non-Employee Director or the Non-Employee Director’s estate, as applicable, to voting or other rights as a stockholder until shares of Common Stock are issued upon settlement. (iii) If Price Group declares a cash dividend payable to the holders of its Common Stock, then, on the dividend payment date, Price Group shall credit Dividend Equivalents to Accounts under this Plan as follows: (A) all such Dividend Equivalents shall be credited in the form of Stock Units the vested or unvested status of which shall align with the vested or unvested status of the Stock Units to which the Dividend Equivalents are attributed, and to the extent unvested such Dividend Equivalents shall be subject to risk of forfeiture until the Stock Units to which they are attributed become vested; (B) such Stock Units shall be settled in shares of Common Stock except as otherwise provided in Section 6(e)(iv) or Section 8(b) of the Plan; (C) such Dividend Equivalents shall be credited on behalf of each Non-Employee Director who, as of the record date for such dividend, has a Prior Plan Account Balance and/or Stock Units credited to an Account under this Plan; and (D) the number of Stock Units to be credited to the Account as Dividend Equivalents shall be equal to the quotient determined by dividing (a) by (b), where “(a)” is the product of (1) the cash dividend payable per share of Common Stock multiplied by (2) the sum of the Prior Plan Account Balance plus the number of Stock Units credited to the Non-Employee Director’s Account under this Plan as of the record date, and “(b)” is the Fair Market Value of a share of Common Stock on the dividend payment date. If the Account holder’s Stock Units have been settled after the record date but prior to the dividend payment date, any Dividend Equivalents that would be credited pursuant to this Section 6(e)(iii) shall be settled on or as soon as practicable after the dividend payment date. For purposes of Section 409A of the Code, the payment of Dividend Equivalents shall be construed as earnings and the time and form

 
EAST\138286193.9 1/26/17 5 of payment of such Dividend Equivalents shall be treated separately from the time and form of payment of any Award that gave rise to the Dividend Equivalent. (iv) In the event that on a dividend payment date on which Dividend Equivalents are to be credited to Accounts under the Plan the number of shares in the Share Pool then available for grant of Awards under the Plan is insufficient to enable the grant of all such Dividend Equivalents in the form of Stock Units that are settleable in shares of Common Stock, then unless provision is made for grant of such Dividend Equivalents under a successor plan, the Dividend Equivalents to be credited on such date shall be Stock Units that provide for settlement in cash on the relevant settlement date. (f) Terms of Restricted Shares. (i) The grant of Restricted Shares shall entitle the Non-Employee Director to all the rights of a stockholder, including voting and rights to receive dividends and distributions with respect to such shares of Common Stock, but the shares shall be subject to transfer restrictions and risk of forfeiture until becoming vested. Notwithstanding the foregoing sentence, the Plan Administrator shall accrue dividends and distributions payable with respect to Restricted Shares and defer the payment thereof, subject to risk of forfeiture, until the Restricted Shares to which they are attributed become vested. (ii) The Non-Employee Director will be reflected on Price Group’s books as the owner of record of the shares of Common Stock represented by the Restricted Shares as of the grant date. Price Group will retain the shares in uncertificated book entry form with a notation as to their nontransferability, until the Restricted Shares become vested and nonforfeitable. As soon as practicable after vesting of the Restricted Shares, Price Group will remove any notation of nontransferability of the shares on its books and, unless requested to deliver a share certificate to the Non-Employee Director, or to deliver shares electronically or in certificate form to the Non-Employee Director’s designated broker on the director’s behalf, for such vested shares, Price Group will retain the shares in uncertificated book entry form. (g) Terms of Options. (i) Each Option granted under the Plan shall: (A) have an exercise price for each share subject thereto equal to the Fair Market Value of the Common Stock on the grant date; (B) be exercisable once it has become vested; (C) be exercised during the lifetime of the Non-Employee Director, only by the Non-Employee Director or, during any period the Non-Employee Director is under a legal disability, by the Non-Employee Director’s guardian or legal representative, unless otherwise determined by the Plan Administrator; (D) terminate and no longer be exercisable, to the extent unvested, when the Non-Employee Director ceases to be a member of the Board for any reason other than death, becoming Totally and Permanently Disabled, or the occurrence of a Change in Control, and to the extent vested, on the earlier to occur of the expiration of ten years after the grant date of such Option or five years after the Non- Employee Director ceases to be a member of the Board for any reason; and (E) provide for payment of the exercise price via cash, check, or tender of shares of Common Stock, by way of a broker-assisted cashless exercise in accordance with procedures established by the Plan Administrator, or any combination thereof. (ii) No Option holder shall have any rights as a stockholder with respect to any shares of Common Stock covered by an Option until the date a stock certificate or certificates representing such shares is issued or such other evidence of issuance of the shares to the person is entered on the records of Price Group. (iii) Except as provided in Section 8 of the Plan, no adjustment for dividends or otherwise shall be made if the record date is prior to the date of issuance of the shares of Common Stock purchased pursuant to exercise of the Option.

 
EAST\138286193.9 1/26/17 6 7. Election Procedures. (a) Election Timing Rules. Unless determined otherwise by the Plan Administrator, each Non-Employee Director shall elect the form in which he or she will be granted Awards under the Plan by filing with the treasurer of Price Group, or his designee, an Election Form in accordance with the rules set forth herein. (b) Election of Form of Awards. Unless determined otherwise by the Plan Administrator, Non-Employee Directors may elect to receive their Initial Director Awards and/or Equity Compensation Awards in the form of Restricted Shares or Stock Units. (c) Elections by New Directors. Each New Director may file an Election Form with the treasurer of Price Group, or his designee, prior to or on the day of becoming a Non-Employee Director, but must file an Election Form by no later than 14 days after becoming a Non-Employee Director. Such election shall apply to Awards that are scheduled to be granted, under the terms of Section 5, after the written notice is received by the treasurer of Price Group or his designee. (d) Incumbent Directors Serving on the Board as of December 31, 2016. Each Incumbent Director who as of December 31, 2016, was eligible to participate in the Prior Plan shall file an Election Form with the treasurer of Price Group, or his designee, by no later than December 31, 2016. Such election shall apply to Awards under the Plan that are scheduled to be granted, under the terms of Section 5, after the written notice is received by the treasurer of Price Group or his designee. (e) Incumbent Directors Not Serving on the Board as of December 31, 2016. Each Incumbent Director who first became a Non-Employee Director after December 31, 2016 and before the Effective Date may file an Election Form with the treasurer of Price Group, or his designee, prior to or on the day of becoming a Non-Employee Director, but must file an Election Form by no later than 14 days after becoming a Non-Employee Director. Such election shall apply to Awards under the Plan that are scheduled to be granted, under the terms of Section 5, after the written notice is received by the treasurer of Price Group or his designee. (f) Modification of Elections. Election Forms will remain in effect from year to year unless modified prospectively by the Non-Employee Director for a subsequent Plan Year. A Non-Employee Director may modify an existing Election Form for any subsequent Plan Year by filing a new Election Form with the treasurer of Price Group, or his designee, by December 31st of the year preceding the Plan Year for which the modification is to become effective. A Non-Employee Director may not modify an Election Form with respect to Awards to be granted during a Plan Year after the Plan Year has commenced. (g) Default Election. If a Non-Employee Director does not have a valid Election Form in effect at the relevant time that an Award is scheduled to be granted, the Non-Employee Director’s Award shall be made in the form of Stock Units. 8. Adjustments for Corporate Transactions and Other Events. (a) Mandatory Adjustments. In the event of a merger, consolidation, stock rights offering, liquidation, statutory share exchange, or similar event affecting Price Group, or a stock dividend, stock split, reverse stock split, separation, spinoff, reorganization, special dividend of cash or other property, share combination or subdivision, recapitalization, or similar event affecting the capital structure of Price Group, that occurs at any time after adoption of the Plan by the Board (including any such event that occurs after such adoption and coincident with or prior to the Effective Date), the Plan Administrator, in its discretion and without the consent of the holders of outstanding Awards, shall make equitable and appropriate substitutions or proportionate adjustments to (i) the aggregate number and kind of shares of Common Stock or other securities on which Awards under the Plan may be granted, (ii) the number of

 
EAST\138286193.9 1/26/17 7 shares of Common Stock or other securities covered by each outstanding Award or reflected in the Accounts, the exercise price, if any, and other relevant terms of each outstanding Award, and (iii) all other numerical limitations relating to Awards, whether contained in the Plan or in Award agreements. The Plan Administrator shall determine the treatment of fractional shares and fractional cents that arise with respect to outstanding Awards and amounts reflected in the Accounts as a result of the adjustments to be made under this Section 8(a), which treatment may include the cancellation of fractional shares without payment therefor. The Plan Administrator will make the adjustments and determinations under this Section 8(a), and its determination will be final, binding and conclusive. (b) Change in Control Transactions. In the event of any transaction resulting in a Change in Control of Price Group, (A) all outstanding Awards will become fully vested immediately before and contingent upon the Change in Control; (B) all outstanding Options not exercised prior to or upon the Change in Control will terminate at the effective time of such Change in Control unless provision is made by the Board in connection with the transaction for the continuation, assumption or settlement of such Options by, or for the substitution of equivalent options of, the surviving or successor entity or a parent thereof; and (C) all Stock Units credited to Accounts as of the Change in Control will be settled in shares (of either Common Stock or common stock of the surviving or successor entity or a parent thereof) or in cash, all at the discretion of the Board, upon the Change in Control or as soon as practicable thereafter but in no event later than the close of the calendar year in which the Change in Control occurs. (c) Other Events. In the event of a change in Price Group’s Common Stock which is limited to a change in the designation thereof to “Capital Stock” or other similar designation, or to a change in the par value thereof, or from par value to no par value, without increase in the number of issued shares, the shares resulting from any such change shall be deemed to be Common Stock within the meaning of the Plan. 9. Amendment, Modification and Termination of the Plan and Awards. (a) Amendment, Modification and Termination of the Plan. The Board or the Nominating and Corporate Governance Committee of the Board may amend, modify, or terminate the Plan at any time and from time to time; provided, however, that without the degree of stockholder approval required by Price Group’s charter or bylaws, applicable law, or the rules and regulations of any exchange or trading market on which Price Group’s securities are then traded, neither the Board nor the Nominating and Corporate Governance Committee of the Board may: (a) increase the number of shares of Common Stock that may be issued under the Plan other than as provided under Section 8 of the Plan, (b) modify the share accounting provisions set forth in Section 4 of the Plan, (c) modify the maximum annual cap on Awards per Non-Employee Director set forth under Section 5(a) of the Plan, or (d) modify the requirements as to eligibility for participation in the Plan. No amendment, modification, or termination of the Plan shall adversely affect the rights of a holder of an Award without the written consent of the holder. In the event that the Plan is terminated, Price Group will continue to maintain the Accounts and settle Stock Units credited thereto only in accordance with the provisions of Section 409A of the Code or any successor thereto. Notwithstanding anything herein to the contrary, the Plan Administrator is authorized to amend the Plan in such manner as it may determine to be necessary or desirable to ensure the Plan’s compliance with Section 409A of the Code or other applicable law or the rules and regulations of any exchange or trading market on which Price Group’s securities are then traded. (b) Amendment of Awards. Subject to Section 3 of the Plan, the Administrator may unilaterally amend the terms of any Award theretofore granted, but no such amendment shall materially impair the rights of any Non-Employee Director with respect to an Award without the Non-Employee Director’s consent, except such an amendment made to cause the Plan or Award to comply with applicable law, applicable rule of any securities exchange on which the Common Stock is listed or admitted for trading, or to prevent adverse tax or accounting consequences for the Non-Employee Director or Price Group. Any such amendment of an Award shall be undertaken in a manner that complies with Section 409A of the Code to the extent applicable.

 
EAST\138286193.9 1/26/17 8 10. Claims Procedure. (a) Named Fiduciary. The Plan Administrator shall be the named fiduciary for purposes of this claims procedure. (b) Initial Claims. If a Non-Employee Director or other person does not receive timely payment of any benefits which he or she believes are due and payable under the Plan, the claimant of such benefit must file a written claim with the Plan Administrator within 60 days from the date payment or delivery is refused. The Plan Administrator shall review the written claim and, if the claim is denied in whole or in part, shall provide, in writing and within 90 days of receipt of such claim, the specific reasons for such denial and reference to the provisions of the Plan upon which the denial is based and any additional material or information necessary to perfect the claim. Such written notice shall further indicate the steps to be taken by the claimant if a further review of the claim denial is desired. (c) Appeals. If the claimant desires a second review, he or she shall notify the Plan Administrator in writing within 60 days of the first claim denial. The claimant may review the Plan or any documents relating thereto and submit any written issues and comments he or she may feel appropriate. In its discretion, the Plan Administrator shall then review the second claim and provide a written decision within 60 days of receipt of such claim. This decision shall likewise state the specific reasons for the decision and shall include reference to specific provisions of the Plan upon which the decision is based. 11. Compliance With Laws And Regulations. The Plan, the grant of Awards, and the obligation of Price Group to issue and deliver shares of Common Stock upon the exercise of Options, grant of Restricted Shares, or settlement of Stock Units shall be subject to all applicable foreign, federal and state laws, rules, and regulations and to such approvals by such governmental or regulatory agency or national securities exchange as may be required. Price Group shall not be required to issue any shares of Common Stock upon the exercise of Options, grant of Restricted Shares, or settlement of Stock Units if the issuance of such shares shall constitute a violation by the Non-Employee Director or Price Group of any provisions of any law or regulation of any governmental authority or national securities exchange. Each Award granted under the Plan shall be subject to the requirement that, if at any time the Plan Administrator shall determine that (a) the listing, registration or qualification of the shares subject thereto on any securities exchange or trading market or under any state or federal law of the United States or of any other country or governmental subdivision thereof, (b) the consent or approval of any governmental regulatory body, or (c) the making of investment or other representations are necessary or desirable in connection with the issue or purchase of shares subject thereto, no shares of Common Stock may be issued upon grant, settlement, or exercise of any Award unless such listing, registration, qualification, consent, approval or representation shall have been effected or obtained, free of any conditions not acceptable to the Plan Administrator. Any determination in this connection by the Plan Administrator shall be final, binding, and conclusive. 12. Miscellaneous. (a) Non-Guarantee of Service. Nothing in the Plan or in any agreement evidencing an Award, nor any action taken pursuant to the Plan, shall confer any right on an individual to continue in the service of Price Group as a Non-Employee Director or in any other capacity for any period of time or at a particular retainer or other rate of compensation, or as limiting, interfering with or otherwise affecting the provisions of Price Group’s charter, by-laws or the Maryland General Corporation Law relating to the removal of directors. (b) Unfunded Status of Plan. The Plan, with respect to Stock Units credited to Accounts, is intended to constitute and at all times shall be interpreted and administered so as to qualify as an unfunded deferred compensation plan for a select group of directors under the Employee Retirement Income Security Act of 1974, as amended. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between Price Group and a

 
EAST\138286193.9 1/26/17 9 Non-Employee Director or any other person. To the extent that any Non-Employee Director or other person acquires a right to receive payments from Price Group pursuant to the Plan or any Award made under the Plan, such right shall be no greater than the right of an unsecured general creditor of Price Group. (c) Governing Law. The validity, construction and effect of the Plan, of Award agreements entered into pursuant to the Plan, and of any rules, regulations, determinations or decisions made by the Plan Administrator relating to the Plan or such Award agreements, and the rights of any and all persons having or claiming to have any interest therein or thereunder, shall be determined exclusively in accordance with applicable federal laws and the laws of the State of Maryland, without regard to its conflict of laws principles. (d) Effective Date and Expiration Date. The Plan is effective as of the date on which it is first approved by the stockholders of Price Group. No Award shall be granted under the Plan on or after the tenth anniversary of the Effective Date of the Plan. Subject to other applicable provisions of the Plan, all Awards made under the Plan prior to such termination of the Plan shall remain in effect until such Awards have been satisfied or terminated in accordance with the Plan and the terms of such Awards. (e) 409A Savings Clause. It is intended that the Plan comply with Section 409A of the Code. The Plan shall be administered, interpreted and construed in a manner consistent with such Code Section. Should any provision of the Plan be found not to comply with the provisions of Section 409A of the Code, it shall be modified and given effect, in the sole discretion of the Plan Administrator and without requiring consent of any Award holder, in such manner as the Plan Administrator determines to be necessary or appropriate to comply with Section 409A of the Code. 13. Glossary. Under the Plan and Award agreements issued in connection with the Plan, except where the context otherwise indicates, the following definitions apply: (a) “Account” means a bookkeeping reserve account to which Stock Units are credited on behalf of Non-Employee Directors. (b) “Annual Meeting” means an annual meeting of the stockholders of Price Group at which members of the Board are to be elected. (c) “Award” means a share of Common Stock, Stock Unit, or Option granted under the Plan. (d) “Board” means the Board of Directors of Price Group. (e) “Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in the City of New York, New York USA are authorized or required to close. (f) “Change in Control” means the earliest to occur of any of the following events, construed in accordance with Section 409A of the Code: (i) Any one person or more than one person acting as a group acquires, or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or group, beneficial ownership of 35 percent or more of the total voting power of Price Group’s then outstanding voting securities; (ii) A majority of the members of Price Group’s Board is replaced during any 12- month period by directors whose appointment or election is not endorsed or approved by a majority of the members of the Board who were members of the Board prior to the initiation of the replacement; or

 
EAST\138286193.9 1/26/17 10 (iii) Any one person or more than one person acting as a group acquires, or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or group, assets of Price Group that have a total gross fair market value of 50 percent or more of the total gross fair market value of all of the assets of Price Group immediately prior to the initiation of the acquisition. (g) “Code” means the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder. (h) “Common Stock” means shares of common stock, par value $.20 per share, of Price Group and any capital securities into which they are converted. (i) “Dividend Equivalent” means a right, granted to a Non-Employee Director, to receive Stock Units or cash equal in value to dividends paid with respect to a specified number of shares of Common Stock. (j) “Effective Date” means April 26, 2017 or such later date upon which the stockholders of Price Group first approve the Plan. (k) “Election Form” means the form prescribed by the Plan Administrator on which a Non-Employee Director specifies the form in which his or her Initial Director Award or Equity Compensation Awards under the Plan are to be granted. (l) “Equity Compensation Award” means the grant of Awards to a Non-Employee Director pursuant to Section 5(d) of the Plan. (m) “Fair Market Value” means, with respect to the Common Stock, as of any date: (i) if the principal market for the Common Stock (as determined by the Plan Administrator if the Common Stock is listed or admitted to trading on more than one exchange or market) is a national securities exchange or an established securities market, the official closing price per share of Common Stock for the regular market session on that date on the principal exchange or market on which the Common Stock is then listed or admitted to trading or, if no sale is reported for that date, on the last preceding day on which a sale was reported, all as reported by such source as the Administrator may select; (ii) if the principal market for the Common Stock is not a national securities exchange or an established securities market, the average of the highest bid and lowest asked prices for the Common Stock on that date as reported on a national quotation system or, if no prices are reported for that date, on the last preceding day on which prices were reported, all as reported by such source as the Administrator may select; or (iii) if the Common Stock is not listed or admitted to trading on a national securities exchange or an established securities market, nor quoted by a national quotation system, the value determined by the Plan Administrator in good faith by the reasonable application of a reasonable valuation method. (n) “Incumbent Director” means a person who is a Non-Employee Director immediately before and on the Effective Date. (o) “Initial Director Award” means the initial grant of Awards to a Non-Employee Director pursuant to Section 5(a) of the Plan or Section 5(a) of the Prior Plan. (p) “New Director” means a person who (i) is first elected or appointed as a Non-Employee Director on or after the Effective Date, or (ii) first becomes a Non-Employee Director on or after the Effective Date.

 
EAST\138286193.9 1/26/17 11 (q) “Non-Employee Director” means a member of the Board who, at the relevant time, is not an employee of Price Group or of any direct or indirect subsidiary or affiliate of Price Group. (r) “Option” means a nonstatutory option to purchase shares of Common Stock from Price Group at a specified price. (s) “Plan” means this T. Rowe Price Group, Inc. 2017 Non-Employee Director Equity Plan, as amended from time to time. (t) “Plan Administrator” means the Nominating and Corporate Governance Committee of the Board. (u) “Plan Year” shall be the twelve-month period coinciding with the calendar year; provided, however, that the first Plan Year shall be a shorter period commencing on the Effective Date and ending on December 31, 2017. (v) “Price Group” means T. Rowe Price Group, Inc., a Maryland corporation. (w) “Prior Plan” means the T. Rowe Price Group, Inc. Amended and Restated 2007 Non-Employee Director Equity Plan. (x) “Prior Plan Account Balance” means the number of Stock Units credited to a Non-Employee Director’s Account under the Prior Plan as of the date the Prior Plan terminates and which Stock Units have not been settled before the record date of the relevant dividend with respect to which a Dividend Equivalent is to be credited pursuant to Section 6(e) of this Plan. (y) “Restricted Shares” means shares of Common Stock that, upon issuance, are nontransferable and subject to forfeiture for a specified period. (z) “Share Pool” means the number of Awards that may be granted under the Plan from time to time, on the basis that one Award represents one share of Common Stock to be issued upon grant or at a subsequent date specified under the terms of the Award. (aa) “Stock Unit” means a share equivalent credited to a Non-Employee Director’s Account and which represents Price Group’s unfunded promise to deliver one share of Common Stock, or the cash equivalent thereof, upon a specified future event or date. (bb) “Termination Date” means the date on which a Non-Employee Director ceases to serve as a member of the Board and has otherwise incurred a “separation from service” within the meaning of Section 409A of the Code. (cc) “Total and Permanent Disability” means that a Non-Employee Director is (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to last until the Non-Employee Director’s death or result in death, or (ii) determined to be totally disabled by the Social Security Administration or other governmental or quasi- governmental body that administers a comparable social insurance program outside of the United States in which the Non-Employee Director participates and which conditions the right to receive benefits under such program on the Non-Employee Director being unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to last until the Non-Employee Director’s death or result in death. The Administrator shall have sole authority to determine whether a Non-Employee Director has suffered a Total and Permanent Disability and may require such medical or other evidence as it deems necessary to judge the nature and permanency of the Non-Employee Director’s condition.

 
EAST\138286193.9 1/26/17 12 (dd) “Value” means, with respect to Restricted Shares and Stock Units, the product of the number of shares of Common Stock subject to the Award multiplied by the Fair Market Value per share on the grant date, and with respect to Options, the grant date fair value computed using the Black- Scholes option-pricing model and applying the same assumptions for volatility, risk-free interest rate, dividend yield, and expected life in the option-pricing model as used for U.S. Generally Accepted Accounting Principles financial reporting. {End of Plan}

 
(Equity Compensation Award) EAST\140903488.3 3/29/17 T. ROWE PRICE GROUP, INC. 2017 NON-EMPLOYEE DIRECTOR EQUITY PLAN ___________________ STATEMENT OF ADDITIONAL TERMS AND CONDITIONS REGARDING AWARDS OF RESTRICTED STOCK UNITS TO NON-EMPLOYEE DIRECTORS Made on or after April 27, 2017 ___________________ This Statement of Additional Terms and Conditions Regarding Awards of Restricted Stock Units to Non-Employee Directors (the “Terms”) and all of the provisions of the T. Rowe Price Group, Inc. 2017 Non-Employee Director Equity Plan (the “Plan”) are incorporated into your award of Restricted Stock Units, the specifics of which are described on the “Notice of Award of Restricted Stock Units and Restricted Stock Units Agreement” (the “Notice”) that you received. Once the Notice has been executed by you and by an authorized officer or agent of T. Rowe Price Group, Inc., the Terms, the Plan, and the Notice, together, constitute a binding and enforceable contract respecting your award of Restricted Stock Units. That contract is referred to in this document as the “Agreement.” 1. Terminology. Capitalized words used in this document are defined in the Glossary at the end of this document. 2. Vesting. All of the Restricted Stock Units are nonvested and forfeitable as of the date of award. For clarity, as used in this Agreement, the term “vest” means the lapse of restrictions on the Restricted Stock Units. So long as your Service is continuous from the date of award until the applicable date upon which vesting is to occur, the Restricted Stock Units and all Dividend Equivalents attributed to such Restricted Stock Units will vest in full and become nonforfeitable upon the earliest of the following dates: (a) the day immediately prior to the Annual Meeting that occurs in the next calendar year following the year in which the Restricted Stock Units were granted as reflected on the Notice, (b) your date of death, (c) the date on which you suffer, or are determined to have suffered, a Total and Permanent Disability, or (d) the date on which a Change in Control occurs, in which case the vesting will take place immediately before and contingent upon the occurrence of the Change in Control. With the exception of your Service terminating as a result of your death, none of the Restricted Stock Units will become vested or nonforfeitable after your Service ceases unless otherwise determined by the Committee. 3. Termination of Service. If your Service ceases for any reason other than death, Total and Permanent Disability, or the occurrence of a Change in Control, all Restricted Stock Units that are not then vested and nonforfeitable, and all Dividend Equivalents attributed to such Restricted Stock Units, will be immediately forfeited to Price Group upon such cessation for no consideration. 4. Restrictions on Transfer. Stock Units, whether vested or unvested, are not transferable by you otherwise than by will or the laws of descent and distribution and shall not be subject in any manner to alienation, anticipation, sale, exchange, assignment, pledge, encumbrance, or garnishment, or in any other manner made subject to a hedge transaction or a put or call contract. 5. Dividend Equivalents. On each dividend payment date for each regular or special cash dividend payable with respect to the Common Stock, Price Group will credit a bookkeeping account in your name with Dividend Equivalents in the form of additional Stock Units the vested or unvested status of which shall align with the vested or unvested status of the Stock Units to which the Dividend Equivalents are attributed, and to the extent unvested such Dividend Equivalents shall be subject to risk of forfeiture until the Restricted Stock Units to which they are attributed become vested. The number of

 
EAST\140903488.3 3/29/17 - 2 - Stock Units to be credited shall equal the quotient determined by dividing (a) by (b), where “(a)” is the product of (i) the cash dividend payable per share of Common Stock, multiplied by (ii) the number of Stock Units credited to your account as of the record date, and “(b)” is the Fair Market Value of a share of Common Stock on the dividend payment date. If your vested Stock Units have been settled after the record date but prior to the dividend payment date, any Stock Units that would be credited pursuant to the preceding sentence shall be settled on or as soon as practicable after the dividend payment date. Nothing herein shall preclude the Committee from exercising its discretion under the Plan to determine whether to eliminate fractional units or credit fractional units to accounts, and the manner in which fractional units will be credited. 6. Settlement of Units. Except as provided below, your Stock Units, to the extent vested, will be settled automatically, via the issuance of Common Stock as described herein, as soon as practicable, but in all events within 30 days, after your Termination Date. You are not required to make any monetary payment as a condition to settlement of the Stock Units. Price Group will issue to you or your estate, as applicable, in settlement of your Stock Units, the number of whole shares of Common Stock that equals the number of whole vested Stock Units credited to your account under the Plan as of your Termination Date, and the vested Stock Units will cease to be outstanding upon the issuance of those shares. Any vested fractional Stock Units will be settled in cash. Upon issuance of the settlement shares, unless you request Price Group to deliver a share certificate to you, or to deliver shares electronically or in certificate form to your designated broker, bank or nominee on your behalf, Price Group will retain the shares in uncertificated book entry form. Notwithstanding the foregoing, all Stock Units credited to your account as of a Change in Control will be settled in shares (of either Common Stock or common stock of the surviving or successor entity or a parent thereof) or in cash, all at the discretion of the Board of Directors of Price Group, upon the Change in Control or as soon as practicable thereafter but in no event later than the close of the calendar year in which the Change in Control occurs. 7. Adjustments for Corporate Transactions and Other Events. (a) Stock Dividend, Stock Split and Reverse Stock Split. Upon a stock dividend of, or stock split or reverse stock split affecting, the Common Stock, the number of outstanding Stock Units shall, without further action of the Committee, be adjusted to reflect such event; provided, however, that any fractional Stock Units resulting from any such adjustment shall be eliminated. Adjustments under this paragraph will be made by the Committee, whose determination as to what adjustments, if any, will be made and the extent thereof will be final, binding and conclusive. (b) Merger, Consolidation and Other Events. If Price Group shall be the surviving or resulting corporation in any merger or consolidation and the Common Stock shall be converted into or exchanged for other securities, the Stock Units shall pertain to and apply to the securities to which a holder of the number of shares of Common Stock subject to the Stock Units would have been entitled. If the stockholders of Price Group receive by reason of any distribution in total or partial liquidation or pursuant to any merger of Price Group or acquisition of its assets, securities of another entity, or other property (including cash), then the rights of Price Group under this Agreement shall inure to the benefit of Price Group’s successor, and this Agreement shall apply to the securities or other property (including cash) to which a holder of the number of shares of Common Stock subject to the Stock Units would have been entitled, in the same manner and to the same extent as the Stock Units. 8. Non-Guarantee of Directorship. Nothing in the Plan or this Agreement shall constitute or be evidence of any agreement or understanding, express or implied, that Price Group will retain you as a member of the Board of Directors for any period of time or be construed as a limitation of the right of the stockholders to remove you from the Board of Directors in accordance with Price Group’s charter or bylaws. 9. Rights as Stockholder. Neither you nor any other person claiming through you shall have any rights with respect to any shares of Common Stock subject to the Stock Units, including without limitation, any voting rights, unless and until such shares are duly issued and delivered to you.

 
EAST\140903488.3 3/29/17 - 3 - 10. Price Group’s Rights. The existence of the Stock Units will not affect in any way the right or power of Price Group or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in Price Group’s capital structure or its business, or any merger or consolidation of Price Group, or any issue of bonds, debentures, preferred or other stocks with preference ahead of or convertible into, or otherwise affecting the Common Stock or the rights thereof, or the dissolution or liquidation of Price Group, or any sale or transfer of all or any part of Price Group’s assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise. 11. Notices. All notices and other communications made or given pursuant to this Agreement shall be in writing and shall be sufficiently made or given if hand delivered or mailed by certified mail, addressed to you at the address contained in the records of Price Group, or addressed to the Committee, care of Price Group for the attention of its Payroll and Stock Transaction Group in the CFO-Financial Service Center at Price Group’s principal executive office or, if the receiving party consents in advance, transmitted and received via telecopy or via such other electronic transmission mechanism as may be available to the parties. 12. Electronic Delivery of Documents. Price Group may electronically deliver, via email or posting on Price Group’s website, these Terms, information with respect to the Plan or the Stock Units, any amendments to the Agreement, and any reports of Price Group provided generally to Price Group’s stockholders. You may receive from Price Group, at no cost to you, a paper copy of any electronically delivered documents by contacting the Payroll and Stock Transaction Group in the CFO-Financial Service Center at BA-1320 in the Baltimore office at 100 East Pratt Street, Baltimore, Maryland 21202 or by telephone, at 410-345-7716, option 2. 13. Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the Stock Units awarded hereunder. Any oral or written agreements, representations, warranties, written inducements, or other communications made prior to the execution of the Notice correlating to these Terms with respect to the Stock Units awarded hereunder shall be void and ineffective for all purposes. 14. Amendment. The Committee shall have the right, in its absolute and uncontrolled discretion, to alter or amend this Agreement, from time to time in any manner for the purpose of promoting the objectives of the Plan but only if all agreements awarding Restricted Stock Units pursuant to the Plan which are in effect at the time of such alteration or amendment shall also be similarly altered or amended with substantially the same effect, and any alteration or amendment of this Agreement by the Committee shall, upon adoption thereof by the Committee, become and be binding and conclusive on all persons affected thereby without requirement for consent or other action with respect thereto by any such person. Price Group shall give written notice to you of any such alteration or amendment of this Agreement by the Committee as promptly as practical after the adoption thereof. The foregoing shall not restrict the ability of you and Price Group by mutual consent to alter or amend this Agreement in any manner which is consistent with the Plan and approved by the Committee. 15. Conformity with Plan. These Terms are intended to conform in all respects with, and are subject to all applicable provisions of, the Plan. Except as may be necessary to give effect to the amendment provisions of Section 14 of these Terms or the 409A savings clause provisions of Section 18 of these Terms, any inconsistencies between these Terms and the Plan shall be resolved in accordance with the terms of the Plan. In the event of any ambiguity in these Terms or any matters as to which these Terms are silent, the Plan shall govern. A copy of the Plan is available in Express Desktop, which can be accessed at https://home2.troweprice.com/tsso/tssoweb/SSOServlet. Click on Grant Documents and look under the column titled Awards from 2017 NEDEP. A copy of the Plan is also available in hard copy upon request to Price Group’s Payroll and Stock Transaction Group in the CFO-Financial Service Center at BA-1320 in the Baltimore office at 100 East Pratt Street, Baltimore, Maryland 21202 or by telephone, at 410-345-7716, option 2.

 
EAST\140903488.3 3/29/17 - 4 - 16. No Funding. This Agreement constitutes an unfunded and unsecured promise by Price Group to make payments and issue shares of Common Stock in the future in accordance with its terms. You have the status of a general unsecured creditor of Price Group as a result of receiving the award of Restricted Stock Units. Any cash payment due under this Agreement will be paid from the general assets of Price Group and nothing in this Agreement will be construed to give you or any other person rights to any specific assets of Price Group. 17. Governing Law. The validity, construction and effect of this Agreement, and of any determinations or decisions made by the Committee relating to this Agreement, and the rights of any and all persons having or claiming to have any interest under this Agreement, shall be determined exclusively in accordance with the laws of the State of Maryland, without regard to its provisions concerning the applicability of laws of other jurisdictions. Any suit with respect hereto will be brought in the federal or state courts in the districts which include Baltimore, Maryland, and you hereby agree and submit to the personal jurisdiction and venue thereof. 18. 409A Savings Clause. This Agreement and the Stock Units awarded hereunder are intended to comply with, or otherwise be exempt from, Section 409A of the Code. This Agreement and the Stock Units shall be administered, interpreted and construed in a manner consistent with such Code Section. Should any provision of this Agreement or the Stock Units be found not to comply with, or otherwise be exempt from, the provisions of Section 409A of the Code, to the extent possible it shall be modified and given effect, in the sole discretion of the Committee and without requiring your consent, in such manner as the Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A of the Code. For purposes of Section 409A of the Code, the payment of Dividend Equivalents under Section 5 of these Terms shall be construed as earnings on deferred compensation and the time and form of payment of such dividend equivalents shall be treated separately from the time and form of payment of the underlying Stock Units. The preceding provisions shall not be construed as a guarantee by Price Group of any particular tax effect of the Stock Units. Notwithstanding the provisions of Section 6 of these Terms, if you are a “specified employee” (as defined under Section 409A of the Code and determined in good faith by the Committee) when your Termination Date occurs and your Stock Units are to be settled on account of the occurrence of such Termination Date, settlement of your Stock Units will be made within 15 days after the end of the six-month period beginning on your Termination Date or, if earlier, within 15 days after the appointment of the personal representative or executor of your estate following your death. 19. Preemption of Applicable Laws or Regulations. Anything in this Agreement to the contrary notwithstanding, if, at any time specified herein for the issue of shares to you, any law, regulation or requirements of any governmental authority having jurisdiction in the premises shall require either Price Group or you to take any action in connection with the shares then to be issued, the issue of such shares will be deferred until such action shall have been taken. 20. Headings. The headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. {Glossary begins on next page}

 
EAST\140903488.3 3/29/17 - 5 - GLOSSARY (a) “Annual Meeting” means an annual meeting of the stockholders of Price Group at which members of the Board of Directors of Price Group are to be elected. (b) “Change in Control” means the earliest to occur of any of the following events, construed in accordance with Section 409A of the Internal Revenue Code of 1986, as amended: (i) Any one person or more than one person acting as a group acquires, or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or group, beneficial ownership of 35 percent or more of the total voting power of Price Group’s then outstanding voting securities; (ii) A majority of the members of Price Group’s Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed or approved by a majority of the members of the Board who were members of the Board of Directors prior to the initiation of the replacement; or (iii) Any one person or more than one person acting as a group acquires, or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or group, assets of Price Group that have a total gross fair market value of 50 percent or more of the total gross fair market value of all of the assets of Price Group immediately prior to the initiation of the acquisition. (c) “Code” means the Internal Revenue Code of 1986, as amended. (d) “Committee” means the Nominating and Corporate Governance Committee of the Board of Directors of T. Rowe Price Group, Inc. (e) “Common Stock” means shares of common stock, par value $.20 per share, of Price Group and any capital securities into which they are converted. (f) “Dividend Equivalent” means a right, granted to you, to receive Stock Units or cash equal in value to dividends paid with respect to a specified number of shares of Common Stock. (g) “Fair Market Value” means, with respect to the Common Stock, as of any date: (i) if the principal market for the Common Stock (as determined by the Committee if the Common Stock is listed or admitted to trading on more than one exchange or market) is a national securities exchange or an established securities market, the official closing price per share of Common Stock for the regular market session on that date on the principal exchange or market on which the Common Stock is then listed or admitted to trading or, if no sale is reported for that date, on the last preceding day on which a sale was reported, all as reported by such source as the Administrator may select; (ii) if the principal market for the Common Stock is not a national securities exchange or an established securities market, the average of the highest bid and lowest asked prices for the Common Stock on that date as reported on a national quotation system or, if no prices are reported for that date, on the last preceding day on which prices were reported, all as reported by such source as the Committee may select; or (iii) if the Common Stock is not listed or admitted to trading on a national securities exchange or an established securities market, nor quoted by a national quotation system, the value

 
EAST\140903488.3 3/29/17 - 6 - determined by the Committee in good faith by the reasonable application of a reasonable valuation method. (h) “Notice” means the Notice of Award of Restricted Stock Units and Restricted Stock Units Agreement which correlates with these Terms and sets forth the specifics of the applicable award of Restricted Stock Units. (i) “Plan” means the T. Rowe Price Group, Inc. 2017 Non-Employee Director Equity Plan, as amended from time to time. (j) “Price Group” means T. Rowe Price Group, Inc., a Maryland corporation. (k) “Service” means your service as a member of the Board of Directors of Price Group. (l) “Restricted Stock Unit” means a Stock Unit that is nonvested and forfeitable. (m) “Stock Unit” means a share equivalent credited to a bookkeeping reserve account on your behalf and which represents Price Group’s unfunded promise to deliver one share of Common Stock, or the cash equivalent thereof, upon a specified future event or date. (n) “Termination Date” means the date on which you cease to serve as a member of the Board of Directors and have otherwise incurred a “separation from service” within the meaning of Section 409A of the Code. (o) “Terms” mean this Statement of Additional Terms and Conditions Regarding Awards of Restricted Stock Units to Non-Employee Directors. (p) “Total and Permanent Disability” means that you are (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to last until your death or result in death, or (ii) determined to be totally disabled by the Social Security Administration or other governmental or quasi-governmental body that administers a comparable social insurance program outside of the United States in which you participate and which conditions the right to receive benefits under such program on your being unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to last until your death or result in death. The Committee shall have sole authority to determine whether you have suffered a Total and Permanent Disability and may require such medical or other evidence as it deems necessary to judge the nature and permanency of your condition. (q) “You”; “Your”. You means the recipient of the Restricted Stock Units as reflected in the Notice. Whenever the word “you” or “your” is used in any provision of this Agreement under circumstances where the provision should logically be construed, as determined by the Committee, to apply to the estate, personal representative, or beneficiary to whom the Restricted Stock Units may be transferred by will or by the laws of descent and distribution, the words “you” and “your” shall be deemed to include such person. {end of document}

 
(Equity Compensation Award) EAST\140900879.3 3/29/17 T. ROWE PRICE GROUP, INC. 2017 NON-EMPLOYEE DIRECTOR EQUITY PLAN ___________________ STATEMENT OF ADDITIONAL TERMS AND CONDITIONS REGARDING AWARDS OF RESTRICTED STOCK TO NON-EMPLOYEE DIRECTORS Made on or after April 27, 2017 ___________________ This Statement of Additional Terms and Conditions Regarding Awards of Restricted Stock to Non-Employee Directors (the “Terms”) and all of the provisions of the T. Rowe Price Group, Inc. 2017 Non-Employee Director Equity Plan (the “Plan”) are incorporated into your award of restricted stock, the specifics of which are described on the “Notice of Award of Restricted Stock and Restricted Stock Agreement” (the “Notice”) that you received. Once the Notice has been executed by you and by an authorized officer or agent of T. Rowe Price Group, Inc., the Terms, the Plan, and the Notice, together, constitute a binding and enforceable contract respecting your award of restricted stock. That contract is referred to in this document as the “Agreement.” 1. Terminology. Capitalized words used in this document are defined in the Glossary at the end of this document. 2. Vesting. All of the Award Shares are nonvested and forfeitable as of the date of award. For clarity, as used in this Agreement, the term “vest” means the lapse of restrictions on the Award Shares. So long as your Service is continuous from the date of award until the applicable date upon which vesting is to occur, the Award Shares and all accrued dividends attributed to such Award Shares, will vest in full and become nonforfeitable upon the earliest of the following dates: (a) the day immediately prior to the Annual Meeting that occurs in the next calendar year following the year in which the Award Shares were granted as reflected on the Notice, (b) your date of death, (c) the date on which you suffer, or are determined to have suffered, a Total and Permanent Disability, or (d) the date on which a Change in Control occurs, in which case the vesting will take place immediately before and contingent upon the occurrence of the Change in Control. With the exception of your Service terminating as a result of your death, none of the Award Shares will become vested or nonforfeitable after your Service ceases unless otherwise determined by the Committee.. 3. Termination of Service. If your Service ceases for any reason other than death, Total and Permanent Disability, or the occurrence of a Change in Control, all Award Shares that are not then vested and nonforfeitable, and all accrued dividends attributed to such unvested Award Shares, will be immediately forfeited to Price Group upon such cessation for no consideration. Upon the request of the Committee, you must deliver to Price Group a stock power, endorsed in blank, with respect to any Award Shares that have been forfeited pursuant to this Agreement. 4. Restrictions on Transfer. (a) Until an Award Share becomes vested and nonforfeitable, it shall not be subject in any manner to alienation, anticipation, sale, exchange, assignment, pledge, encumbrance, or garnishment, or in any other manner made subject to a hedge transaction or a put or call contract. Notwithstanding the foregoing, with the consent of the Committee, you may transfer your unvested Award Shares to a family member or a trust, partnership or the like for your benefit or the benefit of such family members; provided, however, that the term “family member” shall not include an ex-spouse and no

 
EAST\140900879.3 3/29/17 - 2 - transfers may be made pursuant to any divorce or separation proceedings or settlements. No assignment or transfer of your unvested Award Shares, or of the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise, except as provided for under the immediately preceding sentence, shall vest in the assignee or transferee any interest or right therein whatsoever. After an Award Share becomes vested and nonforfeitable, it shall be subject to any restrictions on transfer imposed by law and any then-applicable stock ownership and retention guidelines for directors of Price Group. (b) Price Group shall not be required to (i) transfer on its books any Award Shares that have been sold or transferred in contravention of this Agreement or (ii) treat as the owner of Award Shares, or otherwise accord voting, dividend or liquidation rights to, any transferee to whom Award Shares have been transferred in contravention of this Agreement. 5. Stock Certificates; Dividends and Distributions. You are reflected as the owner of record of the Award Shares as of the date of award on Price Group’s books. Price Group will retain the Award Shares in uncertificated book entry form until the Award Shares become vested and nonforfeitable. Price Group will accrue dividends and distributions payable with respect to the Award Shares and defer the payment thereof, subject to risk of forfeiture, until the Award Shares to which they are attributed become vested. As soon as practicable after vesting of the Award Shares, Price Group will pay to you all accrued dividends and distributions attributable to such Award Shares, remove any notation of nontransferability of the shares on its books and, unless you request Price Group to deliver a share certificate to you, or to deliver shares electronically or in certificate form to your designated broker, bank or nominee on your behalf, Price Group will retain the shares in uncertificated book entry form. 6. Tax Election. Price Group recommends that you seek independent tax advice from your own advisors regarding the availability and advisability of making an election under Section 83(b) of the Internal Revenue Code of 1986, as amended. Any such election, if made, must be made within 30 days of the date of award. You are solely responsible for filing any such Section 83(b) election with the appropriate governmental authorities, irrespective of the fact that such election is also delivered to Price Group. 7. Adjustments for Corporate Transactions and Other Events. (a) Stock Dividend, Stock Split and Reverse Stock Split. Upon a stock dividend of, or stock split or reverse stock split affecting, the T. Rowe Price Group common stock, the Award Shares shall, without further action of the Committee, be adjusted to reflect such event. No fractional Award Shares will result from any such adjustments. (b) Binding Nature of Agreement. The terms and conditions of this Agreement shall apply with equal force to any additional and/or substitute securities received by you in exchange for, or by virtue of your ownership of, the Award Shares, whether as a result of any spin-off, stock split-up, stock dividend, stock distribution, other reclassification of the T. Rowe Price Group common stock, or similar event, except as otherwise determined by the Committee. If the Award Shares are converted into or exchanged for, or stockholders of Price Group receive by reason of any distribution in total or partial liquidation or pursuant to any merger of Price Group or acquisition of its assets, securities of another entity, or other property (including cash), then the rights of Price Group under this Agreement shall inure to the benefit of Price Group’s successor, and this Agreement shall apply to the securities or other property (including cash) received upon such conversion, exchange or distribution in the same manner and to the same extent as the Award Shares. 8. Non-Guarantee of Directorship. Nothing in the Plan or this Agreement shall constitute or be evidence of any agreement or understanding, express or implied, that Price Group will retain you as a member of the Board of Directors for any period of time or be construed as a limitation of the right of the

 
EAST\140900879.3 3/29/17 - 3 - stockholders to remove you from the Board of Directors in accordance with Price Group’s charter or bylaws. 9. Rights as Stockholder. Except as otherwise provided in this Agreement with respect to the nonvested and forfeitable Award Shares, you are entitled to all rights of a stockholder of Price Group, including the right to vote the Award Shares and receive dividends and/or other distributions declared on the Award Shares. 10. Price Group’s Rights. The existence of the Award Shares will not affect in any way the right or power of Price Group or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in Price Group’s capital structure or its business, or any merger or consolidation of Price Group, or any issue of bonds, debentures, preferred or other stocks with preference ahead of or convertible into, or otherwise affecting the T. Rowe Price Group common stock or the rights thereof, or the dissolution or liquidation of Price Group, or any sale or transfer of all or any part of Price Group’s assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise. 11. Notices. All notices and other communications made or given pursuant to this Agreement shall be in writing and shall be sufficiently made or given if hand delivered or mailed by certified mail, addressed to you at the address contained in the records of Price Group, or addressed to the Committee, care of Price Group for the attention of its Payroll and Stock Transaction Group in the CFO-Financial Service Center at Price Group’s principal executive office or, if the receiving party consents in advance, transmitted and received via telecopy or via such other electronic transmission mechanism as may be available to the parties. 12. Electronic Delivery of Documents. Price Group may electronically deliver, via email or posting on Price Group’s website, these Terms, information with respect to the Plan or the Award Shares, any amendments to the Agreement, and any reports of Price Group provided generally to Price Group’s stockholders. You may receive from Price Group, at no cost to you, a paper copy of any electronically delivered documents by contacting the Payroll and Stock Transaction Group in the CFO-Financial Service Center at BA-1320 in the Baltimore office at 100 East Pratt Street, Baltimore, Maryland 21202 or by telephone, at 410-345-7716, option 2. 13. Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the Award Shares awarded hereunder. Any oral or written agreements, representations, warranties, written inducements, or other communications made prior to the execution of the Notice correlating to these Terms with respect to the Award Shares awarded hereunder shall be void and ineffective for all purposes. 14. Amendment. The Committee shall have the right, in its absolute and uncontrolled discretion, to alter or amend this Agreement, from time to time in any manner for the purpose of promoting the objectives of the Plan but only if all agreements awarding restricted shares of T. Rowe Price Group common stock pursuant to the Plan which are in effect at the time of such alteration or amendment shall also be similarly altered or amended with substantially the same effect, and any alteration or amendment of this Agreement by the Committee shall, upon adoption thereof by the Committee, become and be binding and conclusive on all persons affected thereby without requirement for consent or other action with respect thereto by any such person. Price Group shall give written notice to you of any such alteration or amendment of this Agreement by the Committee as promptly as practical after the adoption thereof. The foregoing shall not restrict the ability of you and Price Group by mutual consent to alter or amend this Agreement in any manner which is consistent with the Plan and approved by the Committee. 15. Conformity with Plan. These Terms are intended to conform in all respects with, and are subject to all applicable provisions of, the Plan. Except as may be necessary to give effect to the

 
EAST\140900879.3 3/29/17 - 4 - amendment provisions of Section 14 of these Terms, any inconsistencies between these Terms and the Plan shall be resolved in accordance with the terms of the Plan. In the event of any ambiguity in these Terms or any matters as to which these Terms are silent, the Plan shall govern. A copy of the Plan is available in Express Desktop, which can be accessed at https://home2.troweprice.com/tsso/tssoweb/SSOServlet. Click on Grant Documents and look under the column titled Awards from 2017 NEDEP. A copy of the Plan is also available in hard copy upon request to Price Group’s Payroll and Stock Transaction Group in the CFO-Financial Service Center at BA-1320 in the Baltimore office at 100 East Pratt Street, Baltimore, Maryland 21202 or by telephone, at 410-345- 7716, option 2. 16. Governing Law. The validity, construction and effect of this Agreement, and of any determinations or decisions made by the Committee relating to this Agreement, and the rights of any and all persons having or claiming to have any interest under this Agreement, shall be determined exclusively in accordance with the laws of the State of Maryland, without regard to its provisions concerning the applicability of laws of other jurisdictions. Any suit with respect hereto will be brought in the federal or state courts in the districts which include Baltimore, Maryland, and you hereby agree and submit to the personal jurisdiction and venue thereof. 17. Headings. The headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. {Glossary begins on next page}

 
EAST\140900879.3 3/29/17 - 5 - GLOSSARY (a) “Annual Meeting” means an annual meeting of the stockholders of Price Group at which members of the Board of Directors of Price Group are to be elected. (b) “Award Shares” means the shares of T. Rowe Price Group, Inc. common stock awarded to you as set forth on the Notice and any capital securities into which they are converted. (c) “Change in Control” means the earliest to occur of any of the following events, construed in accordance with Section 409A of the Internal Revenue Code of 1986, as amended: (i) Any one person or more than one person acting as a group acquires, or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or group, beneficial ownership of 35 percent or more of the total voting power of Price Group’s then outstanding voting securities; (ii) A majority of the members of Price Group’s Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed or approved by a majority of the members of the Board who were members of the Board of Directors prior to the initiation of the replacement; or (iii) Any one person or more than one person acting as a group acquires, or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or group, assets of Price Group that have a total gross fair market value of 50 percent or more of the total gross fair market value of all of the assets of Price Group immediately prior to the initiation of the acquisition. (d) “Committee” means the Nominating and Corporate Governance Committee of the Board of Directors of T. Rowe Price Group, Inc. (e) “Notice” means the Notice of Award of Restricted Stock and Restricted Stock Agreement which correlates with these Terms and sets forth the specifics of the applicable restricted stock award. (f) “Plan” means the T. Rowe Price Group, Inc. 2017 Non-Employee Director Equity Plan, as amended from time to time. (g) “Price Group” means T. Rowe Price Group, Inc., a Maryland corporation. (h) “Service” means your service as a member of the Board of Directors of Price Group. (i) “Terms” mean this Statement of Additional Terms and Conditions Regarding Awards of Restricted Stock to Non-Employee Directors. (j) “Total and Permanent Disability” means that you are (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to last until your death or result in death, or (ii) determined to be totally disabled by the Social Security Administration or other governmental or quasi-governmental body that administers a comparable social insurance program outside of the United States in which you participate and which conditions the right to receive benefits under such program on your being unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to last until your death or result in death. The Committee shall have sole authority to

 
EAST\140900879.3 3/29/17 - 6 - determine whether you have suffered a Total and Permanent Disability and may require such medical or other evidence as it deems necessary to judge the nature and permanency of your condition. (k) “You”; “Your”. You means the recipient of the Award Shares as reflected in the Notice. Whenever the word “you” or “your” is used in any provision of this Agreement under circumstances where the provision should logically be construed, as determined by the Committee, to apply to the estate, personal representative, beneficiary or permitted transferee to whom the Award Shares may be transferred by will, by the laws of descent and distribution, or otherwise pursuant to the terms of this Agreement, the words “you” and “your” shall be deemed to include such person. {end of document}

 
(Initial Director Award) EAST\140889647.3 3/29/17 T. ROWE PRICE GROUP, INC. 2017 NON-EMPLOYEE DIRECTOR EQUITY PLAN ___________________ STATEMENT OF ADDITIONAL TERMS AND CONDITIONS REGARDING AWARDS OF RESTRICTED STOCK AS AN INITIAL DIRECTOR AWARD TO NON-EMPLOYEE DIRECTORS Made on or after April 27, 2017 ___________________ This Statement of Additional Terms and Conditions Regarding Awards of Restricted Stock as an Initial Director Award to Non-Employee Directors (the “Terms”) and all of the provisions of the T. Rowe Price Group, Inc. 2017 Non-Employee Director Equity Plan (the “Plan”) are incorporated into your award of restricted stock, the specifics of which are described on the “Notice of Award of Restricted Stock and Restricted Stock Agreement” (the “Notice”) that you received. Once the Notice has been executed by you and by an authorized officer or agent of T. Rowe Price Group, Inc., the Terms, the Plan, and the Notice, together, constitute a binding and enforceable contract respecting your award of restricted stock. That contract is referred to in this document as the “Agreement.” 1. Terminology. Capitalized words used in this document are defined in the Glossary at the end of this document. 2. Vesting. All of the Award Shares are nonvested and forfeitable as of the date of award. For clarity, as used in this Agreement, the term “vest” means the lapse of restrictions on the Award Shares. So long as your Service is continuous from the date of award until the applicable date upon which vesting is to occur, the Award Shares and all accrued dividends attributed to such Award Shares, will vest in full and become nonforfeitable upon the earliest of the following dates: (a) the first anniversary of the date on which the Award Shares were granted as reflected on the Notice, (b) your date of death, (c) the date on which you suffer, or are determined to have suffered, a Total and Permanent Disability, or (d) the date on which a Change in Control occurs, in which case the vesting will take place immediately before and contingent upon the occurrence of the Change in Control. With the exception of your Service terminating as a result of your death, none of the Award Shares will become vested or nonforfeitable after your Service ceases unless otherwise determined by the Committee. 3. Termination of Service. If your Service ceases for any reason other than death, Total and Permanent Disability, or the occurrence of a Change in Control, all Award Shares that are not then vested and nonforfeitable, and all accrued dividends attributed to such unvested Award Shares, will be immediately forfeited to Price Group upon such cessation for no consideration. Upon the request of the Committee, you must deliver to Price Group a stock power, endorsed in blank, with respect to any Award Shares that have been forfeited pursuant to this Agreement. 4. Restrictions on Transfer. (a) Until an Award Share becomes vested and nonforfeitable, it shall not be subject in any manner to alienation, anticipation, sale, exchange, assignment, pledge, encumbrance, or garnishment, or in any other manner made subject to a hedge transaction or a put or call contract. Notwithstanding the foregoing, with the consent of the Committee, you may transfer your unvested Award Shares to a family member or a trust, partnership or the like for your benefit or the benefit of such family members; provided, however, that the term “family member” shall not include an ex-spouse and no transfers may be made pursuant to any divorce or separation proceedings or settlements. No

 
EAST\140889647.3 3/29/17 - 2 - assignment or transfer of your unvested Award Shares, or of the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise, except as provided for under the immediately preceding sentence, shall vest in the assignee or transferee any interest or right therein whatsoever. After an Award Share becomes vested and nonforfeitable, it shall be subject to any restrictions on transfer imposed by law and any then-applicable stock ownership and retention guidelines for directors of Price Group. (b) Price Group shall not be required to (i) transfer on its books any Award Shares that have been sold or transferred in contravention of this Agreement or (ii) treat as the owner of Award Shares, or otherwise accord voting, dividend or liquidation rights to, any transferee to whom Award Shares have been transferred in contravention of this Agreement. 5. Stock Certificates; Dividends and Distributions. You are reflected as the owner of record of the Award Shares as of the date of award on Price Group’s books. Price Group will retain the Award Shares in uncertificated book entry form until the Award Shares become vested and nonforfeitable. Price Group will accrue dividends and distributions payable with respect to the Award Shares and defer the payment thereof, subject to risk of forfeiture, until the Award Shares to which they are attributed become vested. As soon as practicable after vesting of the Award Shares, Price Group will pay to you all accrued dividends and distributions attributable to such Award Shares, remove any notation of nontransferability of the shares on its books and, unless you request Price Group to deliver a share certificate to you, or to deliver shares electronically or in certificate form to your designated broker, bank or nominee on your behalf, Price Group will retain the shares in uncertificated book entry form. 6. Tax Election. Price Group recommends that you seek independent tax advice from your own advisors regarding the availability and advisability of making an election under Section 83(b) of the Internal Revenue Code of 1986, as amended. Any such election, if made, must be made within 30 days of the date of award. You are solely responsible for filing any such Section 83(b) election with the appropriate governmental authorities, irrespective of the fact that such election is also delivered to Price Group. 7. Adjustments for Corporate Transactions and Other Events. (a) Stock Dividend, Stock Split and Reverse Stock Split. Upon a stock dividend of, or stock split or reverse stock split affecting, the T. Rowe Price Group common stock, the Award Shares shall, without further action of the Committee, be adjusted to reflect such event. No fractional Award Shares will result from any such adjustments. (b) Binding Nature of Agreement. The terms and conditions of this Agreement shall apply with equal force to any additional and/or substitute securities received by you in exchange for, or by virtue of your ownership of, the Award Shares, whether as a result of any spin-off, stock split-up, stock dividend, stock distribution, other reclassification of the T. Rowe Price Group common stock, or similar event, except as otherwise determined by the Committee. If the Award Shares are converted into or exchanged for, or stockholders of Price Group receive by reason of any distribution in total or partial liquidation or pursuant to any merger of Price Group or acquisition of its assets, securities of another entity, or other property (including cash), then the rights of Price Group under this Agreement shall inure to the benefit of Price Group’s successor, and this Agreement shall apply to the securities or other property (including cash) received upon such conversion, exchange or distribution in the same manner and to the same extent as the Award Shares. 8. Non-Guarantee of Directorship. Nothing in the Plan or this Agreement shall constitute or be evidence of any agreement or understanding, express or implied, that Price Group will retain you as a member of the Board of Directors for any period of time or be construed as a limitation of the right of the stockholders to remove you from the Board of Directors in accordance with Price Group’s charter or bylaws.

 
EAST\140889647.3 3/29/17 - 3 - 9. Rights as Stockholder. Except as otherwise provided in this Agreement with respect to the nonvested and forfeitable Award Shares, you are entitled to all rights of a stockholder of Price Group, including the right to vote the Award Shares and receive dividends and/or other distributions declared on the Award Shares. 10. Price Group’s Rights. The existence of the Award Shares will not affect in any way the right or power of Price Group or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in Price Group’s capital structure or its business, or any merger or consolidation of Price Group, or any issue of bonds, debentures, preferred or other stocks with preference ahead of or convertible into, or otherwise affecting the T. Rowe Price Group common stock or the rights thereof, or the dissolution or liquidation of Price Group, or any sale or transfer of all or any part of Price Group’s assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise. 11. Notices. All notices and other communications made or given pursuant to this Agreement shall be in writing and shall be sufficiently made or given if hand delivered or mailed by certified mail, addressed to you at the address contained in the records of Price Group, or addressed to the Committee, care of Price Group for the attention of its Payroll and Stock Transaction Group in the CFO-Financial Service Center at Price Group’s principal executive office or, if the receiving party consents in advance, transmitted and received via telecopy or via such other electronic transmission mechanism as may be available to the parties. 12. Electronic Delivery of Documents. Price Group may electronically deliver, via email or posting on Price Group’s website, these Terms, information with respect to the Plan or the Award Shares, any amendments to the Agreement, and any reports of Price Group provided generally to Price Group’s stockholders. You may receive from Price Group, at no cost to you, a paper copy of any electronically delivered documents by contacting the Payroll and Stock Transaction Group in the CFO-Financial Service Center at BA-1320 in the Baltimore office at 100 East Pratt Street, Baltimore, Maryland 21202 or by telephone, at 410-345-7716, option 2. 13. Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the Award Shares awarded hereunder. Any oral or written agreements, representations, warranties, written inducements, or other communications made prior to the execution of the Notice correlating to these Terms with respect to the Award Shares awarded hereunder shall be void and ineffective for all purposes. 14. Amendment. The Committee shall have the right, in its absolute and uncontrolled discretion, to alter or amend this Agreement, from time to time in any manner for the purpose of promoting the objectives of the Plan but only if all agreements awarding restricted shares of T. Rowe Price Group common stock pursuant to the Plan which are in effect at the time of such alteration or amendment shall also be similarly altered or amended with substantially the same effect, and any alteration or amendment of this Agreement by the Committee shall, upon adoption thereof by the Committee, become and be binding and conclusive on all persons affected thereby without requirement for consent or other action with respect thereto by any such person. Price Group shall give written notice to you of any such alteration or amendment of this Agreement by the Committee as promptly as practical after the adoption thereof. The foregoing shall not restrict the ability of you and Price Group by mutual consent to alter or amend this Agreement in any manner which is consistent with the Plan and approved by the Committee. 15. Conformity with Plan. These Terms are intended to conform in all respects with, and are subject to all applicable provisions of, the Plan. Except as may be necessary to give effect to the amendment provisions of Section 14 of these Terms, any inconsistencies between these Terms and the Plan shall be resolved in accordance with the terms of the Plan. In the event of any ambiguity in these

 
EAST\140889647.3 3/29/17 - 4 - Terms or any matters as to which these Terms are silent, the Plan shall govern. A copy of the Plan is available in Express Desktop, which can be accessed at https://home2.troweprice.com/tsso/tssoweb/SSOServlet. Click on Grant Documents and look under the column titled Awards from 2017 NEDEP. A copy of the Plan is also available in hard copy upon request to Price Group’s Payroll and Stock Transaction Group in the CFO-Financial Service Center at BA-1320 in the Baltimore office at 100 East Pratt Street, Baltimore, Maryland 21202 or by telephone, at 410-345- 7716, option 2. 16. Governing Law. The validity, construction and effect of this Agreement, and of any determinations or decisions made by the Committee relating to this Agreement, and the rights of any and all persons having or claiming to have any interest under this Agreement, shall be determined exclusively in accordance with the laws of the State of Maryland, without regard to its provisions concerning the applicability of laws of other jurisdictions. Any suit with respect hereto will be brought in the federal or state courts in the districts which include Baltimore, Maryland, and you hereby agree and submit to the personal jurisdiction and venue thereof. 17. Headings. The headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. {Glossary begins on next page}

 
EAST\140889647.3 3/29/17 - 5 - GLOSSARY (a) “Award Shares” means the shares of T. Rowe Price Group, Inc. common stock awarded to you as set forth on the Notice and any capital securities into which they are converted. (b) “Change in Control” means the earliest to occur of any of the following events, construed in accordance with Section 409A of the Internal Revenue Code of 1986, as amended: (i) Any one person or more than one person acting as a group acquires, or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or group, beneficial ownership of 35 percent or more of the total voting power of Price Group’s then outstanding voting securities; (ii) A majority of the members of Price Group’s Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed or approved by a majority of the members of the Board who were members of the Board of Directors prior to the initiation of the replacement; or (iii) Any one person or more than one person acting as a group acquires, or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or group, assets of Price Group that have a total gross fair market value of 50 percent or more of the total gross fair market value of all of the assets of Price Group immediately prior to the initiation of the acquisition. (c) “Committee” means the Nominating and Corporate Governance Committee of the Board of Directors of T. Rowe Price Group, Inc. (d) “Notice” means the Notice of Award of Restricted Stock and Restricted Stock Agreement which correlates with these Terms and sets forth the specifics of the applicable restricted stock award. (e) “Plan” means the T. Rowe Price Group, Inc. 2017 Non-Employee Director Equity Plan, as amended from time to time. (f) “Price Group” means T. Rowe Price Group, Inc., a Maryland corporation. (g) “Service” means your service as a member of the Board of Directors of Price Group. (h) “Terms” mean this Statement of Additional Terms and Conditions Regarding Awards of Restricted Stock as an Initial Director Award to Non-Employee Directors. (i) “Total and Permanent Disability” means that you are (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to last until your death or result in death, or (ii) determined to be totally disabled by the Social Security Administration or other governmental or quasi-governmental body that administers a comparable social insurance program outside of the United States in which you participate and which conditions the right to receive benefits under such program on your being unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to last until your death or result in death. The Committee shall have sole authority to determine whether you have suffered a Total and Permanent Disability and may require such medical or other evidence as it deems necessary to judge the nature and permanency of your condition.

 
EAST\140889647.3 3/29/17 - 6 - (j) “You”; “Your”. You means the recipient of the Award Shares as reflected in the Notice. Whenever the word “you” or “your” is used in any provision of this Agreement under circumstances where the provision should logically be construed, as determined by the Committee, to apply to the estate, personal representative, beneficiary or permitted transferee to whom the Award Shares may be transferred by will, by the laws of descent and distribution, or otherwise pursuant to the terms of this Agreement, the words “you” and “your” shall be deemed to include such person. {end of document}

 
(Initial Director Award) EAST\140901566.3 3/29/17 T. ROWE PRICE GROUP, INC. 2017 NON-EMPLOYEE DIRECTOR EQUITY PLAN ___________________ STATEMENT OF ADDITIONAL TERMS AND CONDITIONS REGARDING AWARDS OF RESTRICTED STOCK UNITS AS AN INITIAL DIRECTOR AWARD TO NON-EMPLOYEE DIRECTORS Made on or after April 27, 2017 ___________________ This Statement of Additional Terms and Conditions Regarding Awards of Restricted Stock Units as an Initial Director Award to Non-Employee Directors (the “Terms”) and all of the provisions of the T. Rowe Price Group, Inc. 2017 Non-Employee Director Equity Plan (the “Plan”) are incorporated into your award of Restricted Stock Units, the specifics of which are described on the “Notice of Award of Restricted Stock Units and Restricted Stock Units Agreement” (the “Notice”) that you received. Once the Notice has been executed by you and by an authorized officer or agent of T. Rowe Price Group, Inc., the Terms, the Plan, and the Notice, together, constitute a binding and enforceable contract respecting your award of Restricted Stock Units. That contract is referred to in this document as the “Agreement.” 1. Terminology. Capitalized words used in this document are defined in the Glossary at the end of this document. 2. Vesting. All of the Restricted Stock Units are nonvested and forfeitable as of the date of award. For clarity, as used in this Agreement, the term “vest” means the lapse of restrictions on the Restricted Stock Units. So long as your Service is continuous from the date of award until the applicable date upon which vesting is to occur, the Restricted Stock Units and all Dividend Equivalents attributed to such Restricted Stock Units will vest in full and become nonforfeitable upon the earliest of the following dates: (a) the first anniversary of the date on which the Restricted Stock Units were granted as reflected on the Notice, (b) your date of death, (c) the date on which you suffer, or are determined to have suffered, a Total and Permanent Disability, or (d) the date on which a Change in Control occurs, in which case the vesting will take place immediately before and contingent upon the occurrence of the Change in Control. With the exception of your Service terminating as a result of your death, none of the Restricted Stock Units will become vested or nonforfeitable after your Service ceases unless otherwise determined by the Committee. 3. Termination of Service. If your Service ceases for any reason other than death, Total and Permanent Disability, or the occurrence of a Change in Control, all Restricted Stock Units that are not then vested and nonforfeitable, and all Dividend Equivalents attributed to such Restricted Stock Units, will be immediately forfeited to Price Group upon such cessation for no consideration. 4. Restrictions on Transfer. Stock Units, whether vested or unvested, are not transferable by you otherwise than by will or the laws of descent and distribution and shall not be subject in any manner to alienation, anticipation, sale, exchange, assignment, pledge, encumbrance, or garnishment, or in any other manner made subject to a hedge transaction or a put or call contract. 5. Dividend Equivalents. On each dividend payment date for each regular or special cash dividend payable with respect to the Common Stock, Price Group will credit a bookkeeping account in your name with Dividend Equivalents in the form of additional Stock Units the vested or unvested status of which shall align with the vested or unvested status of the Stock Units to which the Dividend Equivalents are attributed, and to the extent unvested such Dividend Equivalents shall be subject to risk of forfeiture until the Restricted Stock Units to which they are attributed become vested. The number of Stock Units to be credited shall equal the quotient determined by dividing (a) by (b), where “(a)” is the

 
EAST\140901566.3 3/29/17 - 2 - product of (i) the cash dividend payable per share of Common Stock, multiplied by (ii) the number of Stock Units credited to your account as of the record date, and “(b)” is the Fair Market Value of a share of Common Stock on the dividend payment date. If your vested Stock Units have been settled after the record date but prior to the dividend payment date, any Stock Units that would be credited pursuant to the preceding sentence shall be settled on or as soon as practicable after the dividend payment date. Nothing herein shall preclude the Committee from exercising its discretion under the Plan to determine whether to eliminate fractional units or credit fractional units to accounts, and the manner in which fractional units will be credited. 6. Settlement of Units. Except as provided below, your Stock Units, to the extent vested, will be settled automatically, via the issuance of Common Stock as described herein, as soon as practicable, but in all events within 30 days, after your Termination Date. You are not required to make any monetary payment as a condition to settlement of the Stock Units. Price Group will issue to you or your estate, as applicable, in settlement of your Stock Units, the number of whole shares of Common Stock that equals the number of whole vested Stock Units credited to your account under the Plan as of your Termination Date, and the vested Stock Units will cease to be outstanding upon the issuance of those shares. Any vested fractional Stock Units will be settled in cash. Upon issuance of the settlement shares, unless you request Price Group to deliver a share certificate to you, or to deliver shares electronically or in certificate form to your designated broker, bank or nominee on your behalf, Price Group will retain the shares in uncertificated book entry form. Notwithstanding the foregoing, all Stock Units credited to your account as of a Change in Control will be settled in shares (of either Common Stock or common stock of the surviving or successor entity or a parent thereof) or in cash, all at the discretion of the Board of Directors of Price Group, upon the Change in Control or as soon as practicable thereafter but in no event later than the close of the calendar year in which the Change in Control occurs. 7. Adjustments for Corporate Transactions and Other Events. (a) Stock Dividend, Stock Split and Reverse Stock Split. Upon a stock dividend of, or stock split or reverse stock split affecting, the Common Stock, the number of outstanding Stock Units shall, without further action of the Committee, be adjusted to reflect such event; provided, however, that any fractional Stock Units resulting from any such adjustment shall be eliminated. Adjustments under this paragraph will be made by the Committee, whose determination as to what adjustments, if any, will be made and the extent thereof will be final, binding and conclusive. (b) Merger, Consolidation and Other Events. If Price Group shall be the surviving or resulting corporation in any merger or consolidation and the Common Stock shall be converted into or exchanged for other securities, the Stock Units shall pertain to and apply to the securities to which a holder of the number of shares of Common Stock subject to the Stock Units would have been entitled. If the stockholders of Price Group receive by reason of any distribution in total or partial liquidation or pursuant to any merger of Price Group or acquisition of its assets, securities of another entity, or other property (including cash), then the rights of Price Group under this Agreement shall inure to the benefit of Price Group’s successor, and this Agreement shall apply to the securities or other property (including cash) to which a holder of the number of shares of Common Stock subject to the Stock Units would have been entitled, in the same manner and to the same extent as the Stock Units. 8. Non-Guarantee of Directorship. Nothing in the Plan or this Agreement shall constitute or be evidence of any agreement or understanding, express or implied, that Price Group will retain you as a member of the Board of Directors for any period of time or be construed as a limitation of the right of the stockholders to remove you from the Board of Directors in accordance with Price Group’s charter or bylaws. 9. Rights as Stockholder. Neither you nor any other person claiming through you shall have any rights with respect to any shares of Common Stock subject to the Stock Units, including without limitation, any voting rights, unless and until such shares are duly issued and delivered to you.

 
EAST\140901566.3 3/29/17 - 3 - 10. Price Group’s Rights. The existence of the Stock Units will not affect in any way the right or power of Price Group or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in Price Group’s capital structure or its business, or any merger or consolidation of Price Group, or any issue of bonds, debentures, preferred or other stocks with preference ahead of or convertible into, or otherwise affecting the Common Stock or the rights thereof, or the dissolution or liquidation of Price Group, or any sale or transfer of all or any part of Price Group’s assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise. 11. Notices. All notices and other communications made or given pursuant to this Agreement shall be in writing and shall be sufficiently made or given if hand delivered or mailed by certified mail, addressed to you at the address contained in the records of Price Group, or addressed to the Committee, care of Price Group for the attention of its Payroll and Stock Transaction Group in the CFO-Financial Service Center at Price Group’s principal executive office or, if the receiving party consents in advance, transmitted and received via telecopy or via such other electronic transmission mechanism as may be available to the parties. 12. Electronic Delivery of Documents. Price Group may electronically deliver, via email or posting on Price Group’s website, these Terms, information with respect to the Plan or the Stock Units, any amendments to the Agreement, and any reports of Price Group provided generally to Price Group’s stockholders. You may receive from Price Group, at no cost to you, a paper copy of any electronically delivered documents by contacting the Payroll and Stock Transaction Group in the CFO-Financial Service Center at BA-1320 in the Baltimore office at 100 East Pratt Street, Baltimore, Maryland 21202 or by telephone, at 410-345-7716, option 2. 13. Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the Stock Units awarded hereunder. Any oral or written agreements, representations, warranties, written inducements, or other communications made prior to the execution of the Notice correlating to these Terms with respect to the Stock Units awarded hereunder shall be void and ineffective for all purposes. 14. Amendment. The Committee shall have the right, in its absolute and uncontrolled discretion, to alter or amend this Agreement, from time to time in any manner for the purpose of promoting the objectives of the Plan but only if all agreements awarding Restricted Stock Units pursuant to the Plan which are in effect at the time of such alteration or amendment shall also be similarly altered or amended with substantially the same effect, and any alteration or amendment of this Agreement by the Committee shall, upon adoption thereof by the Committee, become and be binding and conclusive on all persons affected thereby without requirement for consent or other action with respect thereto by any such person. Price Group shall give written notice to you of any such alteration or amendment of this Agreement by the Committee as promptly as practical after the adoption thereof. The foregoing shall not restrict the ability of you and Price Group by mutual consent to alter or amend this Agreement in any manner which is consistent with the Plan and approved by the Committee. 15. Conformity with Plan. These Terms are intended to conform in all respects with, and are subject to all applicable provisions of, the Plan. Except as may be necessary to give effect to the amendment provisions of Section 14 of these Terms or the 409A savings clause provisions of Section 18 of these Terms, any inconsistencies between these Terms and the Plan shall be resolved in accordance with the terms of the Plan. In the event of any ambiguity in these Terms or any matters as to which these Terms are silent, the Plan shall govern. A copy of the Plan is available in Express Desktop, which can be accessed at https://home2.troweprice.com/tsso/tssoweb/SSOServlet. Click on Grant Documents and look under the column titled Awards from 2017 NEDEP. A copy of the Plan is also available in hard copy upon request to Price Group’s Payroll and Stock Transaction Group in the CFO-Financial Service Center at BA-1320 in the Baltimore office at 100 East Pratt Street, Baltimore, Maryland 21202 or by telephone, at 410-345-7716, option 2.

 
EAST\140901566.3 3/29/17 - 4 - 16. No Funding. This Agreement constitutes an unfunded and unsecured promise by Price Group to make payments and issue shares of Common Stock in the future in accordance with its terms. You have the status of a general unsecured creditor of Price Group as a result of receiving the award of Restricted Stock Units. Any cash payment due under this Agreement will be paid from the general assets of Price Group and nothing in this Agreement will be construed to give you or any other person rights to any specific assets of Price Group. 17. Governing Law. The validity, construction and effect of this Agreement, and of any determinations or decisions made by the Committee relating to this Agreement, and the rights of any and all persons having or claiming to have any interest under this Agreement, shall be determined exclusively in accordance with the laws of the State of Maryland, without regard to its provisions concerning the applicability of laws of other jurisdictions. Any suit with respect hereto will be brought in the federal or state courts in the districts which include Baltimore, Maryland, and you hereby agree and submit to the personal jurisdiction and venue thereof. 18. 409A Savings Clause. This Agreement and the Stock Units awarded hereunder are intended to comply with, or otherwise be exempt from, Section 409A of the Code. This Agreement and the Stock Units shall be administered, interpreted and construed in a manner consistent with such Code Section. Should any provision of this Agreement or the Stock Units be found not to comply with, or otherwise be exempt from, the provisions of Section 409A of the Code, to the extent possible it shall be modified and given effect, in the sole discretion of the Committee and without requiring your consent, in such manner as the Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A of the Code. For purposes of Section 409A of the Code, the payment of Dividend Equivalents under Section 5 of these Terms shall be construed as earnings on deferred compensation and the time and form of payment of such dividend equivalents shall be treated separately from the time and form of payment of the underlying Stock Units. The preceding provisions shall not be construed as a guarantee by Price Group of any particular tax effect of the Stock Units. Notwithstanding the provisions of Section 6 of these Terms, if you are a “specified employee” (as defined under Section 409A of the Code and determined in good faith by the Committee) when your Termination Date occurs and your Stock Units are to be settled on account of the occurrence of such Termination Date, settlement of your Stock Units will be made within 15 days after the end of the six-month period beginning on your Termination Date or, if earlier, within 15 days after the appointment of the personal representative or executor of your estate following your death. 19. Preemption of Applicable Laws or Regulations. Anything in this Agreement to the contrary notwithstanding, if, at any time specified herein for the issue of shares to you, any law, regulation or requirements of any governmental authority having jurisdiction in the premises shall require either Price Group or you to take any action in connection with the shares then to be issued, the issue of such shares will be deferred until such action shall have been taken. 20. Headings. The headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. {Glossary begins on next page}

 
EAST\140901566.3 3/29/17 - 5 - GLOSSARY (a) “Change in Control” means the earliest to occur of any of the following events, construed in accordance with Section 409A of the Internal Revenue Code of 1986, as amended: (i) Any one person or more than one person acting as a group acquires, or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or group, beneficial ownership of 35 percent or more of the total voting power of Price Group’s then outstanding voting securities; (ii) A majority of the members of Price Group’s Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed or approved by a majority of the members of the Board who were members of the Board of Directors prior to the initiation of the replacement; or (iii) Any one person or more than one person acting as a group acquires, or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or group, assets of Price Group that have a total gross fair market value of 50 percent or more of the total gross fair market value of all of the assets of Price Group immediately prior to the initiation of the acquisition. (b) “Code” means the Internal Revenue Code of 1986, as amended. (c) “Committee” means the Nominating and Corporate Governance Committee of the Board of Directors of T. Rowe Price Group, Inc. (d) “Common Stock” means shares of common stock, par value $.20 per share, of Price Group and any capital securities into which they are converted. (e) “Dividend Equivalent” means a right, granted to you, to receive Stock Units or cash equal in value to dividends paid with respect to a specified number of shares of Common Stock. (f) “Fair Market Value” means, with respect to the Common Stock, as of any date: (i) if the principal market for the Common Stock (as determined by the Committee if the Common Stock is listed or admitted to trading on more than one exchange or market) is a national securities exchange or an established securities market, the official closing price per share of Common Stock for the regular market session on that date on the principal exchange or market on which the Common Stock is then listed or admitted to trading or, if no sale is reported for that date, on the last preceding day on which a sale was reported, all as reported by such source as the Administrator may select; (ii) if the principal market for the Common Stock is not a national securities exchange or an established securities market, the average of the highest bid and lowest asked prices for the Common Stock on that date as reported on a national quotation system or, if no prices are reported for that date, on the last preceding day on which prices were reported, all as reported by such source as the Committee may select; or (iii) if the Common Stock is not listed or admitted to trading on a national securities exchange or an established securities market, nor quoted by a national quotation system, the value determined by the Committee in good faith by the reasonable application of a reasonable valuation method.

 
EAST\140901566.3 3/29/17 - 6 - (g) “Notice” means the Notice of Award of Restricted Stock Units and Restricted Stock Units Agreement which correlates with these Terms and sets forth the specifics of the applicable award of Restricted Stock Units. (h) “Plan” means the T. Rowe Price Group, Inc. 2017 Non-Employee Director Equity Plan, as amended from time to time. (i) “Price Group” means T. Rowe Price Group, Inc., a Maryland corporation. (j) “Service” means your service as a member of the Board of Directors of Price Group. (k) “Restricted Stock Unit” means a Stock Unit that is nonvested and forfeitable. (l) “Stock Unit” means a share equivalent credited to a bookkeeping reserve account on your behalf and which represents Price Group’s unfunded promise to deliver one share of Common Stock, or the cash equivalent thereof, upon a specified future event or date. (m) “Termination Date” means the date on which you cease to serve as a member of the Board of Directors and have otherwise incurred a “separation from service” within the meaning of Section 409A of the Code. (n) “Terms” mean this Statement of Additional Terms and Conditions Regarding Awards of Restricted Stock Units as an Initial Director Award to Non-Employee Directors. (o) “Total and Permanent Disability” means that you are (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to last until your death or result in death, or (ii) determined to be totally disabled by the Social Security Administration or other governmental or quasi-governmental body that administers a comparable social insurance program outside of the United States in which you participate and which conditions the right to receive benefits under such program on your being unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to last until your death or result in death. The Committee shall have sole authority to determine whether you have suffered a Total and Permanent Disability and may require such medical or other evidence as it deems necessary to judge the nature and permanency of your condition. (p) “You”; “Your”. You means the recipient of the Restricted Stock Units as reflected in the Notice. Whenever the word “you” or “your” is used in any provision of this Agreement under circumstances where the provision should logically be construed, as determined by the Committee, to apply to the estate, personal representative, or beneficiary to whom the Restricted Stock Units may be transferred by will or by the laws of descent and distribution, the words “you” and “your” shall be deemed to include such person. {end of document}