2004 LTIP Plan Rules : TROW

T. Rowe Price Group, Inc. 2004 Stock Incentive Plan

1. Establishment, Purpose and Types of Awards

T. ROWE PRICE GROUP, INC., a Maryland corporation (the "Company"), hereby
establishes the T. ROWE PRICE GROUP, INC. 2004 STOCK INCENTIVE PLAN (the
"Plan"). The purpose of the Plan is to promote the long-term growth and
profitability of the Company by (i) providing key people with incentives to
improve stockholder value and to contribute to the growth and financial success
of the Company, and (ii) enabling the Company and its affiliated companies to
attract, retain and reward the best-available persons. The Plan permits the
granting of stock options (including incentive stock options qualifying under
Code Section 422 and nonqualified stock options), stock appreciation rights, and
stock awards, or any combination of the foregoing.

2. Definitions

Under this Plan, except where the context otherwise indicates, the
following definitions apply:

(a) "Administrator" shall mean the Board, the ECC, the ECC's delegate, and
the committee of Non-Employee Directors who administer the Plan in
accordance with Section 3 hereof.

(b) "Affiliate" shall mean any entity, whether now or hereafter existing,
in which the Company has a proprietary interest by reason of stock
ownership or otherwise (including, but not limited to, joint ventures,
limited liability companies, and partnerships) or any entity that
provides services to the Company or a subsidiary or affiliated entity
of the Company.

(c) "Approval Date" shall mean the date of the approval by the Board of an
agreement providing for an exchange offer, merger, consolidation or
other business combination, sale or disposition of all or
substantially all of the assets of the Company, or any combination of
the foregoing transactions as a result of the consummation of which
the persons who were directors of the Company immediately before the
transaction shall cease to constitute a majority of the Board of
Directors of the Company or any successor to the Company or the
persons who were stockholders of the Company immediately before the
Approval Date will own less than a majority of the outstanding voting
stock of the Company or any successor to the Company

(d) "Award" shall mean any stock option, stock appreciation right, or
stock award.

(e) "Board" shall mean the Board of Directors of the Company.

(f) A "Change of Control" shall be deemed to have taken place on the date
of the earlier to occur of either of the following events: (i) a third
party, including a "group" as defined in Section 13(d)(3) of the
Securities Exchange Act of 1934, becomes the beneficial owner of 25%
or more of the Company's outstanding Common Stock, or (ii) as the
result of, or in connection with, any cash tender or exchange offer,
merger, consolidation or other business combination, sale or
disposition of all or substantially all of the Company's assets, or
contested election, or any combination of the foregoing transactions
(a "Transaction"), the persons who were directors of the Company
immediately before the Transaction shall cease to constitute a
majority of the Board of Directors of the Company or any successor to
the Company or the persons who were stockholders of the Company
immediately before the Transaction shall cease to own at least a
majority of the outstanding voting stock of the Company or any
successo to the Company.

(g) "Code" shall mean the Internal Revenue Code of 1986, as amended, and
any regulations promulgated thereunder.

(h) "Common Stock" shall mean shares of common stock of the Company, par
value twenty cents ($0.20) per share.

(i) "ECC" shall mean the Executive Compensation Committee of the Board.

(j) "Effective Date" shall mean the date on which a Change of Control
occurs.

(k) "Fair Market Value" shall mean, with respect to a share of the
Company's Common Stock for any purpose on a particular date, as
applicable, (i) either the closing price on the relevant date or the
average of the high and low sale price on the relevant date, as
determined in the Administrator's discretion, quoted on the New York
Stock Exchange, the American Stock Exchange, or the Nasdaq National
Market; (ii) the last sale price on the relevant date quoted on the
Nasdaq SmallCap Market; (iii) the average of the high bid and low
asked prices on the relevant date quoted on the Nasdaq OTC Bulletin
Board Service or by the National Quotation Bureau, Inc. or a
comparable service as determined in the Administrator's discretion; or
(iv) if the Common Stock is not quoted by any of the above, the
average of the closing bid and asked prices on the relevant date
furnished by a professional market maker for the Common Stock, or by
such other source, selected by the Administrator. If no public trading
of the Common Stock occurs on the relevant date but the Common Stock
is then listed for trading on a national exchange or market, then Fair
Market Value shall be determined as of the next preceding date on
which trading of the Common Stock does occur. If the Common Stock is
not listed for trading on a national exchange or market, "Fair Market
Value" shall mean the value determined by the Administrator in good
faith. For all purposes under this Plan, the term "relevant date" as
used in this Section 2(k) shall mean either the date as of which Fair
Market Value is to be determined or the next preceding date on which
public trading of the Common Stock occurs, as determined in the
Administrator's discretion.

(l) "Grant Agreement" shall mean a written document memorializing the
terms and conditions of an Award granted pursuant to the Plan and
shall incorporate the terms of the Plan.

(m) "Performance Measures" shall mean criteria established by the
Administrator relating to any of the following, as it may apply to an
individual, one or more business units, divisions or subsidiaries, or
on a Company-wide basis, and in either absolute terms or relative to
the performance of one or more comparable companies or an index
covering multiple companies: revenue; earnings before interest, taxes,
depreciation and amortization (EBITDA); income before income taxes and
minority interests; operating income; pre- or after-tax income; cash
flow; cash flow per share; net earnings; earnings per share; return on
equity; return on invested capital; return on assets; growth in
assets; share price performance; total stockholder return; improvement
in or attainment of expense levels; relative performance to a group of
companies or relevant market indices comparable to the Company, and
strategic business criteria consisting of one or more objectives based
on the Company meeting specified goals relating to revenue, market
penetration, business expansion, costs or acquisitions or
divestitures.

(n) "Prior Plans" shall mean the Company's 1990 Stock Incentive Plan, 1993
Stock Incentive Plan, 1996 Stock Incentive Plan and 2001 Stock
Incentive Plan.

3. Administration

(a) Administration of the Plan. Unless determined otherwise by the Board,
the Plan shall be administered by the ECC. The ECC may delegate to a
committee of officers of the Company any or all of its duties under
the Plan pursuant to such conditions or limitations as the ECC may
establish, but all grants of Awards subject to Rule 16b-3 under the
Securities Exchange Act of 1934, as amended (the "1934 Act"), shall be
made by the Board or a committee appointed by the Board that is
comprised of two or more "Non-Employee Directors" within the meaning
of Rule 16b-3 of the 1934 Act or any successor provision, which
committee may be the ECC or a subcommittee thereof.

(b) Powers of the Administrator.

(i) The Administrator shall have all the powers vested in it by the
terms of the Plan, such powers to include authority, in its sole
and absolute discretion, to grant Awards under the Plan,
prescribe Grant Agreements evidencing such Awards, and establish
programs for granting Awards.

(ii) The Administrator shall have full power and authority to take all
other actions necessary to carry out the purpose and intent of
the Plan, including, but not limited to, the authority to: (A)
determine the eligible persons to whom, and the time or times at
which Awards shall be granted; (B) determine the types of Awards
to be granted; (C) determine the number of shares to be covered
by or used for reference purposes for each Award; (D) impose such
terms, limitations, restrictions and conditions upon any such
Award as the Administrator shall deem appropriate; (E) modify,
amend, extend or renew outstanding Awards, or accept the
surrender of outstanding Awards and substitute new Awards
(provided, however, that, except as provided in Section 7(c) of
the Plan, any modification that would materially adversely affect
any outstanding Award shall not be made without the consent of
the holder, and provided, further, that no modification,
amendment or substitution that results in repricing a stoc option
to a lower exercise price, other than to reflect an adjustment
made pursuant to Section 7(c)(i), shall be made without prior
stockholder approval); (F) accelerate or otherwise change the
time in which an Award may be exercised or becomes payable and
waive or accelerate the lapse, in whole or in part, of any
restriction or condition with respect to such Award, including,
but not limited to, any restriction or condition with respect to
the vesting or exercisability of an Award following termination
of any grantee's employment or other relationship with the
Company or an Affiliate; provided, however, that no such waiver
or acceleration of lapse restrictions shall be made with respect
to a performance-based stock award granted to an executive
officer of the Company if such waiver or acceleration is
inconsistent with Code Section 162(m); (G) establish objectives
and conditions, if any, for earning Awards and determining
whether Awards will be paid after the end of a performance
period; and (H) for any purpose, including but not limited to,
qualifying for preferred tax treatment under foreign tax laws or
otherwise complying with the regulatory requirements of local or
foreign jurisdictions, to establish, amend, modify, administer or
terminate sub-plans, and prescribe, amend and rescind rules and
regulations relating to such sub-plans.

(iii) The Administrator shall have full power and authority, in its
sole and absolute discretion, to administer, construe and
interpret the Plan, Grant Agreements and all other documents
relevant to the Plan and Awards issued thereunder, to establish,
amend, rescind and interpret such rules, regulations, agreements,
guidelines and instruments for the administration of the Plan and
for the conduct of its business as the Administrator deems
necessary or advisable, and to correct any defect, supply any
omission or reconcile any inconsistency in the Plan or in any
Award in the manner and to the extent the Administrator shall
deem it desirable to carry it into effect.

(c) Non-Uniform Determinations. The Administrator's determinations under
the Plan (including without limitation, determinations of the persons
to receive Awards, the form, amount and timing of such Awards, the
terms and provisions of such Awards and the Grant Agreements
evidencing such Awards) need not be uniform and may be made by the
Administrator selectively among persons who receive, or are eligible
to receive, Awards under the Plan, whether or not such persons are
similarly situated.

(d) Limited Liability. To the maximum extent permitted by law, no member
of the Administrator shall be liable for any action taken or decision
made in good faith relating to the Plan or any Award thereunder.

(e) Indemnification. To the maximum extent permitted by law, by the
Company's charter and by-laws, and by any directors' and officers'
liability insurance coverage which may be in effect from time to time,
the members of the Administrator shall be indemnified and reimbursed
by the Company in respect of all their activities under the Plan.

(f) Effect of Administrator's Decision. All actions taken and decisions
and determinations made by the Administrator on all matters relating
to the Plan pursuant to the powers vested in it hereunder shall be in
the Administrator's sole and absolute discretion and shall be
conclusive and binding on all parties concerned, including the
Company, its stockholders, any participants in the Plan and any other
employee, consultant, or director of the Company, and their respective
successors in interest.

4. Shares Available for the Plan; Maximum Awards

Subject to adjustments as provided in Section 7(c) of the Plan, the
number of shares of Common Stock for which Awards may be granted under the
Plan shall be determined in accordance with this Section 4:

(a) The shares of Common Stock with respect to which Awards may be made
under the Plan shall be shares authorized but unissued, including
shares purchased in the open market or in private transactions.

(b) Subject to the following provisions of this Section 4, the maximum
number of shares of Common Stock that may be delivered to participants
under the Plan shall be equal to the sum of (i) eight million
(8,000,000) shares of Common Stock; (ii) any shares of Common Stock
subject to Awards under any Prior Plan that are forfeited, expire or
are canceled or settled in cash without delivery of shares of Common
Stock; (iii) any shares of Common Stock tendered (either actually or
through attestation) or withheld to pay the exercise price of any
Award under this Plan or any Prior Plan or to satisfy withholding
taxes that arise in connection with any Award under this Plan or any
Prior Plan; (iv) any shares of Common Stock that are forfeited back to
the Company after delivery because of the failure to meet an Award
contingency or condition in connection with any Award under this Plan
or any Prior Plan; and (v) the amount of any shares of Common Stock
reacquired by the Company on the open market or otherwise using the
cash proceeds received by the Company from the exercise of stock
options granted under the Plan or any Prior Plan, provided, however,
that the maximum number of shares of Common Stock in respect of the
exercise of a stock option that may be so reacquired and made
available for delivery to participants under the Plan shall be equal
to (A) the amount of the proceeds received by the Company, divided by
(B) the Fair Market Value of the Common Stock on the date of the
exercise which generated such proceeds.

(c) Any shares of Common Stock covered by an Award (or portion of an
Award) granted under the Plan that is forfeited or canceled, expires
or is settled in cash, including the settlement of tax withholding
obligations using shares of Common Stock, shall be deemed not to have
been delivered for purposes of determining the maximum number of
shares available for delivery under the Plan.

(d) Subject to adjustment as provided in Section 7(c), the following
additional maximums are imposed under the Plan.

(i) The maximum number of shares of Common Stock that may be issued
under the Plan pursuant to Awards intended to be "incentive stock
options" within the meaning of Code Section 422 shall be eight
million (8,000,000) shares.

(ii) The maximum number of shares of Common Stock that may be issued
under the Plan in conjunction with stock awards under Section
6(d) of the Plan shall be one million (1,000,000) shares.

(iii)The maximum number of shares of Common Stock that may be subject
to Stock Awards granted under the Plan to any one person pursuant
to Section 6(d) that are intended to constitute or give rise to
"qualified performance-based compensation" within the meaning of
Code Section 162(m) shall be one million (1,000,000) shares
during any 36-month period. Such per-individual limit shall not
be adjusted to effect a restoration of shares of Common Stock
with respect to which the related Award is terminated,
surrendered or canceled.

(iv) The maximum number of shares of Common Stock subject to Awards of
any combination that may be granted during any calendar year
under the Plan to any one person is one million (1,000,000)
shares. Such per-individual limit shall not be adjusted to effect
a restoration of shares of Common Stock with respect to which the
related Award is terminated, surrendered or canceled.

5. Participation

Participation in the Plan shall be open to all employees and officers of,
and other individuals, excluding non-employee directors, providing bona fide
services to or for, the Company or of any Affiliate of the Company, as may be
selected by the Administrator from time to time. The Administrator may also
grant Awards to individuals in connection with hiring, retention or otherwise,
prior to the date the individual first performs services for the Company or an
Affiliate; provided, however, that such Awards shall not become vested or
exercisable prior to the date the individual first commences performance of such
services.

6. Awards

(a) Awards, In General. The Administrator, in its sole discretion, shall
establish the terms of all Awards granted under the Plan. Awards may
be granted individually or in tandem with other types of Awards,
concurrently with or with respect to outstanding Awards. All Awards
are subject to the terms and conditions provided in the Grant
Agreement. The Administrator may permit or require a recipient of an
Award to defer such individual's receipt of the payment of cash or the
delivery of Common Stock that would otherwise be due to such
individual by virtue of the exercise of, payment of, or lapse or
waiver of restrictions respecting, any Award. If any such payment
deferral is required or permitted, the Administrator shall, in its
sole discretion, establish rules and procedures for such payment
deferrals.

(b) Stock Options. The Administrator may from time to time grant to
eligible participants Awards of incentive stock options as that term
is defined in Code Section 422 or nonqualified stock options;
provided, however, that Awards of incentive stock options shall be
limited to employees of the Company or of any current or hereafter
existing "parent corporation" or "subsidiary corporation," as defined
in Code Sections 424(e) and (f), respectively, of the Company. No
Award shall be an incentive stock option unless so designated by the
Administrator at the time of grant or in the Grant Agreement
evidencing such Award. No stock option Award granted under the Plan
shall have a term in excess of 10 years; provided, however, that the
term may extend for six months beyond the date of death in the event
that a grantee dies within the six-month period immediately before the
expiration of the initial 10-year term. The exercise price of all
stock option Awards granted under this Plan shall be at least equal to
Fair Market Value as of the date of grant. The Company or its
Affiliate may make or guarantee loans to grantees to assist grantees
in exercising Awards and satisfying any withholding tax obligations,
but no such loan or guarantee shall be made to or for the benefit of a
director or executive officer of the Company.

(c) Stock Appreciation Rights. The Administrator may from time to time
grant to eligible participants Awards of stock appreciation rights
("SAR"). A SAR entitles the grantee to receive, subject to the
provisions of the Plan and the Grant Agreement, a payment having an
aggregate value equal to the product of (i) the excess of (A) the Fair
Market Value on the exercise date of one share of Common Stock over
(B) the base price per share specified in the Grant Agreement, times
(ii) the number of shares specified by the SAR, or portion thereof,
which is exercised. The base price per share specified in the Grant
Agreement shall not be less than the lower of the Fair Market Value on
the grant date or the exercise price of any tandem stock option Award
to which the SAR is related. Payment by the Company of the amount
receivable upon any exercise of a SAR may be made by the delivery of
Common Stock or cash, or any combination of Common Stock and cash, as
determined in the sole discretion of the Administrator If upon
settlement of the exercise of a SAR a grantee is to receive a portion
of such payment in shares of Common Stock, the number of shares shall
be determined by dividing such portion by the Fair Market Value of a
share of Common Stock on the exercise date. No fractional shares shall
be issued for such payment and the Administrator shall determine
whether cash shall be given in lieu of such fractional shares or
whether such fractional shares shall be eliminated.

(d) Stock Awards.

(i) The Administrator may from time to time grant stock awards to
eligible participants in such amounts, on such terms and
conditions, and for such consideration, including no
consideration or such minimum consideration as may be required by
law, as it shall determine. A stock award may be denominated in
Common Stock or other securities, stock-equivalent units,
securities or debentures convertible into Common Stock, or any
combination of the foregoing and may be paid in Common Stock or
other securities, in cash, or in a combination of Common Stock or
other securities and cash, all as determined in the sole
discretion of the Administrator. Unless the Administrator
determines otherwise, the restriction period of stock awards
shall be of at least three years' duration.

(ii) The Administrator may grant stock awards in a manner constituting
"qualified performance-based compensation" within the meaning of
Code Section 162(m). The grant of, or lapse of restrictions with
respect to, such performance-based stock awards shall be based
upon one or more Performance Measures and objective performance
targets to be attained relative to those Performance Measures,
all as determined by the Administrator. Performance targets may
include minimum, maximum and target levels of performance, with
the size of the performance-based stock award or the lapse of
restrictions with respect thereto based on the level attained.

7. Miscellaneous

(a) Withholding of Taxes. Grantees and holders of Awards shall pay to the
Company or its Affiliate, or make provision satisfactory to the
Administrator for payment of, any taxes required to be withheld in
respect of Awards under the Plan no later than the date of the event
creating the tax liability. The Company or its Affiliate may, to the
extent permitted by law, deduct any such tax obligations from any
payment of any kind otherwise due to the grantee or holder of an
Award. In the event that payment to the Company or its Affiliate of
such tax obligations is made in shares of Common Stock, such shares
shall be valued at Fair Market Value on the applicable date for such
purposes and shall not exceed the statutory minimum tax withholding
requirement.

(b) Transferability. Except as otherwise determined by the Administrator,
and in any event in the case of an incentive stock option or a stock
appreciation right granted with respect to an incentive stock option,
no Award granted under the Plan shall be transferable by a grantee
otherwise than by will or the laws of descent and distribution. Unless
otherwise determined by the Administrator in accord with the
provisions of the immediately preceding sentence, an Award may be
exercised during the lifetime of the grantee, only by the grantee or,
during the period the grantee is under a legal disability, by the
grantee's guardian or legal representative.

(c) Adjustments for Corporate Transactions and Other Events.

(i) Capital Adjustments, Stock Dividend. The aggregate number of
shares of Common Stock on which Awards under the Plan may be
granted to persons participating under the Plan, the number of
shares thereof covered by each Award, the price per share thereof
in each Award, and any numerical limitations contained herein
relating to Awards shall all be proportionately adjusted for any
increase or decrease in the number of issued shares of Common
Stock of the Company resulting from a subdivision or
consolidation of shares or other capital adjustment, or the
payment of a stock dividend or other increase or decrease in such
shares, effected without receipt of consideration by the Company;
provided, however, that any fractional shares resulting from any
such adjustment shall be eliminated. In the case of other changes
in the Company's capitalization, adjustments shall be made to the
extent determined by the Administrator as necessary or
appropriate to reflect the transaction.

(ii) Merger, Consolidation, other Events. If the Company shall be the
surviving or resulting corporation in any merger or consolidation
and the Common Stock shall be converted into other securities,
any Award granted hereunder shall pertain to and apply to the
securities to which a holder of the number of shares of Common
Stock subject to the Award would have been entitled. Unless the
Administrator determines otherwise, all Awards outstanding under
the Plan shall terminate upon the dissolution or liquidation of
the Company. Unless the Administrator shall have otherwise
determined within the limits specified in this paragraph, all
Awards outstanding under the Plan shall become fully vested and
exercisable immediately following the date on which the
Administrator no longer may revoke or modify the acceleration
contemplated by this paragraph and shall remain exercisable for a
one-year period thereafter. After the expiration of any such
one-year period, the Awards shall remain exercisable only to the
extent, if any, provided in the applicable Grant Agreement
without taking into consideration the effect of this paragraph.
The Administrator's discretion to revoke or limit the
acceleration contemplated by this paragraph may be exercised at
any time before or within 20 business days after the Effective
Date or the Approval Date, as applicable; provided, however, that
such discretion to revoke or limit the acceleration may not be
exercised after the persons who were directors of the Company
immediately before the Transaction shall cease to constitute a
majority of the Board of Directors of the Company or any
successor to the Company. In the event the Approval Date and an
Effective Date arise from substantially identical facts and
circumstances (as determined by the Administrator in its sole
discretion) and unless the Administrator shall have determined to
limit the effect of this sentence, such one-year period (and the
20-day period referred to in the immediately preceding sentence)
shall commence onl once and upon the first to occur of the
Approval Date or the Effective Date.

(iii)Other. In the event of a change in the Company'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.

(d) Substitution of Awards in Mergers and Acquisitions. Awards may be
granted under the Plan from time to time in substitution for awards
held by employees, officers, consultants or directors of entities who
become or are about to become employees, officers, consultants or
directors of the Company or an Affiliate as the result of a merger or
consolidation of the employing entity with the Company or an
Affiliate, or the acquisition by the Company or an Affiliate of the
assets or stock of the employing entity. The terms and conditions of
any substitute Awards so granted may vary from the terms and
conditions set forth herein to the extent that the Administrator deems
appropriate at the time of grant to conform the substitute Awards to
the provisions of the awards for which they are substituted. To the
extent permitted by applicable law and exchange rules, any Awards
granted pursuant to this Section 7(d) shall not reduce the number of
shares available for delivery pursuant to Section 4.

(e) Termination, Amendment and Modification of the Plan. The Board may
terminate, amend or modify the Plan or any portion thereof at any
time; provided, however, that the prohibition on repricing stock
options set forth in Section 3 may not be modified, the share
limitations set forth in Section 4 may not be increased, the minimum
exercise prices and maximum term of stock options set forth in Section
6 may not be modified, and no other amendment or modification that
materially increases the benefits to participants may be made without
prior stockholder approval. Except as otherwise determined by the
Board, termination of the Plan shall not affect the Administrator's
ability to exercise the powers granted to it hereunder with respect to
Awards granted under the Plan prior to the date of such termination.

(f) Non-Guarantee of Employment or Service. Nothing in the Plan or in any
Grant Agreement thereunder shall confer any right on an individual to
continue in the service of the Company or shall interfere in any way
with the right of the Company to terminate such service at any time
with or without cause or notice and whether or not such termination
results in (i) the failure of any Award to vest; (ii) the forfeiture
of any unvested or vested portion of any Award; and/or (iii) any other
adverse effect on the individual's interests under the Plan.

(g) No Trust or Fund Created. 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 the Company and a grantee or any other
person. To the extent that any grantee or other person acquires a
right to receive payments from the Company pursuant to an Award, such
right shall be no greater than the right of any unsecured general
creditor of the Company.


(h) Application of Funds. The proceeds received by the Company from the
issuance of Common Stock pursuant to Awards under the Plan will be
used for general corporate purposes.

(i) Governing Law. The validity, construction and effect of the Plan, of
Grant Agreements entered into pursuant to the Plan, and of any rules,
regulations, determinations or decisions made by the Administrator
relating to the Plan or such Grant 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.

(j) Effective Date; Termination Date. The Plan shall become effective on
the date it receives approval by the affirmative vote of a majority of
the votes cast in person or by proxy at a meeting of the stockholders
of the Company duly held in accordance with applicable law. No award
shall be granted pursuant to this Plan after February 4, 2014. Subject
to other applicable provisions of the Plan, all Awards made under the
Plan on or before February 4, 2014, or such earlier 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.

Exhibit C
First Amendment to the
T. Rowe Price Group, Inc.
2001 Stock Incentive Plan

W I T N E S S E T H:

WHEREAS, T. Rowe Price Group, Inc., a Maryland corporation (the "Company"),
maintains the 2001 Stock Incentive Plan (the "2001 Plan"); and

WHEREAS, Section 7(e) of the 2001 Plan reserves to the Board of Directors
of the Company (the "Board") the authority to amend the plan from time to time;
and

WHEREAS, the Board, having determined that it is desirable and in the best
interests of the Company and its stockholders, in conjunction with the adoption
of a new stock incentive plan (the "2004 Plan"), to amend the 2001 Plan to
freeze its share pool for purposes of future awards at the number of shares of
common stock of the Company remaining available for issuance thereunder as of
the date the stockholders of the Company approve adoption of the 2004 Plan. NOW,
THEREFORE, the Plan is amended as follows, effective upon approval by the
stockholders of the Company of this amendment and adoption of the 2004 Plan:

First and Only Change

Section 4 of the Plan is amended in its entirety to read as follows:

4. Shares Available for the Plan; Maximum Awards

Subject to adjustments as provided in Section 7(c) of the Plan,
the maximum number of shares of Common Stock that may be delivered to
participants under the Plan on or after the date of the Annual Meeting
of the Stockholders of the Company held in April 2004 (the "Annual
Meeting Date") shall be equal to the sum of (i) the number of shares
of Common Stock subject to purchase under Awards outstanding as of the
Annual Meeting Date and (ii) the number of shares of Common Stock that
remained available for issuance under the Plan as of the Annual
Meeting Date that were not then subject to outstanding Awards.

Subject to adjustment as provided in Section 7(c), the following
additional maximums are imposed under the Plan. The maximum number of
shares of Common Stock that may be issued in connection with incentive
stock options intended to qualify under Code Section 422 shall be
8,000,000. The maximum number of shares of Common Stock that may be
issued in conjunction with stock awards under Section 6(d) of the Plan
shall be 1,000,000. The maximum number of shares of Common Stock
subject to Awards of any combination that may be granted during any
calendar year under the Plan to any one person is 1,000,000; provided,
however, that to the extent the maximum permissible award is not made
in a year, such amount may be carried over to subsequent years. Such
per-individual limit shall not be adjusted to effect a restoration of
shares of Common Stock with respect to which the related Award is
terminated, surrendered or canceled."

IN WITNESS WHEREOF, the Company has caused this First Amendment to be
executed by its duly authorized officer this ___ day of _______________, 2004.

ATTEST: T. ROWE PRICE GROUP, INC.

By: ____________________________________ By:____________________________________