T Rowe Price : Corporate Governance Guidelines

T. ROWE PRICE GROUP, INC. CORPORATE GOVERNANCE GUIDELINES

The Board of Directors (the "Board") of T. Rowe Price Group, Inc. (the "Company") represents the interests of stockholders in fostering a business that is successful in all respects. The Board is responsible for determining that the Company is managed with this objective in mind and that management is executing its responsibilities. The Board's responsibility is to regularly monitor the effectiveness of management policies and decisions including the execution of its strategies. In addition to fulfilling its obligations for representing the interests of stockholders, the Board has responsibility to the Company's employees, the mutual funds and investment portfolios that the Company manages, the Company's other customers and business constituents and to the communities where the Company operates. All are essential to a successful business.

Board Composition

• 1. Size of the Board. The Board may have up to 15 members, and the size of the Board will be adjusted upward or downward in accordance with the Company's Amended and Restated By-Laws to reflect the changing needs of the Company.

• 2. Mix of Inside and Outside Directors; Independence Defined. A majority of the members of the Board must be independent. If the Company is unable to comply with this requirement because one director ceases to be independent for reasons beyond his or her reasonable control, or due to one temporary vacancy, the Board will still have authority to take valid actions during such noncompliance, but will take steps to remedy such noncompliance as promptly as possible and in any event as required by Nasdaq.

  An "independent director" is a person who is not an officer or employee of the Company or its subsidiaries, who is free from any relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, and who otherwise meets the requirements set forth by Nasdaq, regulatory agencies, and any additional Board guidelines. A director will not be considered "independent" until the Board affirmatively determines that such director meets all applicable standards. The Board will review these determinations at least once each year.

3.

Board Membership Criteria. The Nominating and Corporate Governance Committee is responsible for recommending to the Board the appropriate skills and characteristics required of Board members, based on the needs of the Company from time to time. This assessment will include background, experience, expertise, commitment, judgment, diversity and other factors deemed relevant to the governance needs of the Company.

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Prospective Board members in all cases should demonstrate unimpeachable character and integrity, have sufficient time to carry out their duties, have experience at senior levels in areas of expertise helpful to the Company and consistent with the objective to have a diverse and well-rounded Board and have the willingness and commitment to assume the responsibilities required of a director of the Company. The Nominating and Corporate Governance Committee will confer with the full Board as to the application of these criteria in connection with particular searches for new directors.

Without limiting the generality of the foregoing, and without suggesting that all of these skills and capabilities must be present at all times on the Board or that there may not be other skills and capabilities that may be of equal or greater relevance at a particular time, the following are examples of particular skills and capabilities that may be useful for the Board as a whole: investment and money management, general management and leadership, economics and economic policy, audit and accounting, finance and treasury functions, marketing, operations, technology and cyber-security, human resources and personnel, risk management, strategic planning, governance, law, regulation and compliance, property management, and international and global experience relating to one or more of the foregoing areas.

• 4. Selection of New Director Candidates. The Board will select nominees from candidates identified and screened by the Nominating and Corporate Governance Committee (with input from management). In considering the need for nominees, the Nominating and Corporate Governance Committee will consider any expected Board departures and retirements and will factor succession planning for Board members into its deliberations, with particular reference to specific skills and capabilities of departing Board members. Any invitation to be nominated to or to join the Board will be extended through the Chair of the Nominating and Corporate Governance Committee, after approval by the full Board.

• 5. Director Orientation and Continuing Education. When a new director joins the Board, management will provide an orientation program for the purpose of providing the new director with an understanding of the operations and the financial condition of the Company. In addition, each director is expected to maintain the necessary level of expertise to perform his or her responsibilities as a director. The Company will, from time to time and at least annually, offer Company sponsored continuing education programs or presentations to assist the directors in understanding the Company and its industry and maintaining the level of expertise required for the director. Each director also is encouraged to participate, at least once every three years, in continuing education programs for public-company directors sponsored by nationally recognized educational organizations not affiliated with the Company. The costs of all such continuing education shall be paid by the Company.

• 6. Other Board Memberships. Directors will advise the Chair of the Nominating and Corporate Governance Committee in advance of accepting any directorship with a for-profit

entity, to allow for a review of potential legal issues and conflicts, and no director will accept such position if the Committee determines that to do so would be inappropriate given legal or other conflict issues. Absent approval from the Nominating and Corporate Governance Committee, no director may serve on more than three other public-company boards (in addition to the Company's Board). In this regard, it is the Board's belief that whether it is appropriate for a director to serve on more than three other public-company boards will depend on the circumstances of each case, including whether the director also is a full-time executive with another organization.

• 7. Directors Who Change Their Affiliations. Any director who retires from or changes his or her employment or otherwise has a material change in professional responsibilities, occupation or business association shall give written notice to the Chair of the Nominating and Corporate Governance Committee as soon as possible, specifying the details of such change(s) and tendering his or her resignation from the Board and from each Board committee on which he or she serves. The Nominating and Corporate Governance Committee will consider the change(s) and all relevant factors and make a recommendation to the Board regarding whether to accept the proposed resignation or permit the director to continue to serve on the Board. The director whose membership is being reviewed shall not participate in the review or vote on the matter. It is the Board's belief that not every change in circumstances will require that a director leave the Board. The resignation which is tendered is not effective unless and until it is accepted by the Board.

• 8. Term Limits; Retirement Age. The Board does not impose term limits. No person shall be eligible to stand for election or re-election to the Board if such person shall have reached the age of 75, provided that any person who has not completed five years of service as a director by the age of 75 shall not be required to retire until the annual election after (or at which) he or she has served for a total of five years; and provided further that the Board, in its sole discretion, may make exceptions to this policy as it deems necessary or advisable.

• 9. Stock Ownership and Retention Guidelines for Non-Employee Directors. The Board believes that non-employee directors should have a significant personal financial stake in the Company's performance. Consequently, each non-employee director is expected to acquire and hold shares of the Company's common stock having a value equal to five times his or her annual cash retainer at the time he or she joins the Board. For purposes of this ownership guideline, unvested shares of restricted stock and stock units are counted, but unexercised stock options are not. Directors are expected to achieve this ownership goal within five years after the Board's adoption of, or amendment to, these guidelines to establish the applicable threshold or within five years after the director's appointment to the Board, whichever is later.

  This ownership guideline applies to the number of shares held by a director on the date his or her Company ownership interest has an aggregate value meeting the applicable ownership goal. Upon meeting the ownership goal, that number of shares becomes fixed

and must be maintained until the end of the director's service on the Board. A director's ownership requirement thereafter will not change as a result of changes in his or her retainer fee or fluctuations in the Company's common stock price.

In order to facilitate achievement of the ownership goal, until the ownership goal is achieved, the director is expected to retain "net gain shares" resulting from the exercise of stock options or the vesting of restricted stock granted under the Company's Non-Employee Director Equity Plan. Net gain shares are the shares remaining after the payment of the option exercise price and taxes owed with respect to the exercise or vesting event (assuming for this purpose a flat 40 percent tax rate).

Nothing in this Section 9 shall preclude transfers of equity instruments to trusts or similar entities for the benefit of a director, his or her spouse or family members.

The Nominating and Corporate Governance Committee will from time to time review these stock ownership guidelines and recommend any changes for Board consideration.

10. Voting for Directors; Resignation. The By-Laws of the Company provide that a director who receives a greater number of "against" votes for his or her election than votes "for" such election shall tender his or her resignation to the Board. Pursuant to the By-Laws, any such resignation shall be evaluated by the Nominating and Corporate Governance Committee, which will make a recommendation to the Board as to the response to the resignation offer.

Board Leadership

1. Chair and Chief Executive Officer. The Board will determine from time to time whether it is in the best interests of the Company for the role of the Chief Executive Officer and Chair of the Board to be combined or separated, and whether, if separated, the Chair will be an independent director, elected by the Board on an annual basis. The Chair has the following responsibilities and authority:

•  Lead the Board in fulfilling its duties and collaborate with the Lead Independent Director and committee Chairs to assure the efficient and effective functioning of the Board.

•  Preside at meetings of the Board and at the annual meeting of stockholders.

•  Set the tone of a positive and respectful culture for the Board and foster open and constructive discussion and timely and effective decision making.

•  Establish the schedule of meetings of the Board in consultation with the Lead Independent Director to provide adequate time for full consideration of its business.

•  Establish the agenda for Board meetings in consultation with the Lead Independent Director and solicit input from the Board as to agenda topics.