X0306 4 2015-04-23 0001113169 PRICE T ROWE GROUP INC TROW 0001498935 MacLellan Robert F. 100 EAST PRATT STREET BALTIMORE MD 21202 1 Common Stock 2015-04-23 4 A 0 109.473 82.07 A 4601.684 D Stock Options (Right to Buy) 62.3835 2021-04-27 Common Stock 4163 4163 D Stock Options (Right to Buy) 54.3141 2021-10-28 Common Stock 4163 4163 D Stock Options (Right to Buy) 62.3258 2022-10-31 Common Stock 4163 4163 D Stock Options (Right to Buy) 69.7391 2023-04-29 Common Stock 4304 4304 D Stock Options (Right to Buy) 76.1588 2023-10-29 Common Stock 4304 4304 D Stock Options (Right to Buy) 79.8077 2024-04-29 Common Stock 4304 4304 D Stock Options (Right to Buy) 77.876 2024-10-28 Common Stock 4304 4304 D Stock Options (Right to Buy) 60.7408 2013-04-27 2022-04-27 Common Stock 4163 4163 D Credited as fully-vested dividend equivalents pursuant to the T. Rowe Price Group Inc. 2007 Non-Employee Director Equity Plan with respect to special dividend declared by the issuer on it's Common Stock. As required under the relevant plan and option agreements, the strike price and number of shares subject to outstanding stock options were adjusted by 1.56% on December 13,2012 and by 2.5% on April 7, 2015, the ex-dividend dates, as a result of a special dividends that were declared by T. Rowe Price Group, Inc. As required under the relevant plan and option agreements, the strike price and number of shares subject to outstanding stock options were adjusted by 2.5% on April 7, 2012, the ex-dividend date, as a result of a special dividend that was declared by T. Rowe Price Group, Inc. Pursuant to the Amended and Restated 2007 Non-Employee Director Equity Plan, this stock option was issued at $64.94 per share, the closing price of TROW shares on April 27, 2011. The forfeiture provisions of the this award will vest upon the earliest of the following: (a) one year after the date of award, (b) the day immediately prior to the annual meeting of stockholders of the Company at which members of the Board of Directors are to be elected that occurs in the next calendar year following the year in which the date of award occurs, (c) death or (d) immediately before and contingent upon the occurrence of a Change in Control. Pursuant to the Amended and Restated 2007 Non-Employee Director Equity Plan, this stock option was issued at $56.54 per share, the closing price of TROW shares on October 28, 2011. The forfeiture provisions of the this award will vest upon the earliest of the following: (a) one year after the date of award, (b) the day immediately prior to the annual meeting of stockholders of the Company at which members of the Board of Directors are to be elected that occurs in the next calendar year following the year in which the date of award occurs, (c) death or (d) immediately before and contingent upon the occurrence of a Change in Control. Pursuant to the Amended and Restated 2007 Non-Employee Director Equity Plan, this stock option was issued at $64.88 per share, the closing price of TROW shares on October 31, 2012. The forfeiture provisions of the this award will vest upon the earliest of the following: (a) one year after the date of award, (b) the day immediately prior to the annual meeting of stockholders of the Company at which members of the Board of Directors are to be elected that occurs in the next calendar year following the year in which the date of award occurs, (c) death or (d) immediately before and contingent upon the occurrence of a Change in Control. Pursuant to the Amended and Restated 2007 Non-Employee Director Equity Plan, this stock option was issued at $71.48 per share, the closing price of TROW shares on April 29, 2013. The forfeiture provisions of the this award will vest upon the earliest of the following: (a) one year after the date of award, (b) the day immediately prior to the annual meeting of stockholders of the Company at which members of the Board of Directors are to be elected that occurs in the next calendar year following the year in which the date of award occurs, (c) death or (d) immediately before and contingent upon the occurrence of a Change in Control. Pursuant to the Amended and Restated 2007 Non-Employee Director Equity Plan, this stock option was issued at $78.06 per share, the closing price of TROW shares on October 29, 2013. The forfeiture provisions of the this award will vest upon the earliest of the following: (a) one year after the date of award, (b) the day immediately prior to the annual meeting of stockholders of the Company at which members of the Board of Directors are to be elected that occurs in the next calendar year following the year in which the date of award occurs, (c) death or (d) immediately before and contingent upon the occurrence of a Change in Control. Pursuant to the Amended and Restated 2007 Non-Employee Director Equity Plan, this stock option was issued at $81.80 per share, the closing price of TROW shares on April 29, 2014. The forfeiture provisions of the this award will vest upon the earliest of the following: (a) one year after the date of award, (b) the day immediately prior to the annual meeting of stockholders of the Company at which members of the Board of Directors are to be elected that occurs in the next calendar year following the year in which the date of award occurs, (c) death or (d) immediately before and contingent upon the occurrence of a Change in Control. Pursuant to the Amended and Restated 2007 Non-Employee Director Equity Plan, this stock option was issued at $79.82 per share, the closing price of TROW shares on October 28, 2014. The forfeiture provisions of the this award will vest upon the earliest of the following: (a) one year after the date of award, (b) the day immediately prior to the annual meeting of stockholders of the Company at which members of the Board of Directors are to be elected that occurs in the next calendar year following the year in which the date of award occurs, (c) death or (d) immediately before and contingent upon the occurrence of a Change in Control. Pursuant to the Amended and Restated 2007 Non-Employee Director Equity Plan, this stock option was issued at $63.23 per share, the closing price of TROW shares on April 27, 2012. The forfeiture provisions of the this award will vest upon the earliest of the following: (a) one year after the date of award, (b) the day immediately prior to the annual meeting of stockholders of the Company at which members of the Board of Directors are to be elected that occurs in the next calendar year following the year in which the date of award occurs, (c) death or (d) immediately before and contingent upon the occurrence of a Change in Control. /s/ Power of Attorney, Steven J. Banks, Director of Corporate Services 2015-04-27