Exhibit 10.17.1
T. ROWE PRICE GROUP, INC.
2004 STOCK INCENTIVE PLAN
HM REVENUE AND CUSTOMS APPROVED RULES FOR UK EMPLOYEES
(“THE SUB-PLAN”)
Adopted by the Company on:
Approved by the HM Revenue and Customs on:
HM Revenue and Customs reference no:
PricewaterhouseCoopers
Plumtree Court
London
EC4A 4HT
SCHEDULE
T. ROWE PRICE GROUP, INC. 2004 STOCK INCENTIVE PLAN
HM REVENUE AND CUSTOMS APPROVED RULES FOR UK EMPLOYEES
(“THE SUB-PLAN”)
This schedule to T. Rowe Price Group, Inc. 2004 Stock Incentive Plan (“the Plan”) and
appended Statement of Additional Terms and Conditions regarding the Annual Option Grants
(“the Terms”) sets out the HM Revenue and Customs Approved Rules for UK Employees
(together referred to as “the Sub-Plan”).
T. Rowe Price Group, Inc. (“the Company”) has established the Sub-Plan under Section 3 of the
Plan 1 which authorises the Administrator to adopt and interpret such rules, regulations,
agreements, guidelines and instruments for the administration of the Plan.
The purpose of the Sub-Plan is to enable the grant to, and subsequent exercise by, employees
and directors in the United Kingdom, on a tax favoured basis, of options to acquire shares in
the Company under the Plan.
The Sub-Plan is intended to be approved by HM Revenue and Customs under Schedule 4 to
ITPEA 2003.
The rules of the Plan, in their present form and as amended from time to time, shall, with the
modifications set out in this schedule, form the rules of the Sub-Plan. In the event of any conflict
between the rules of the Plan and this schedule, the schedule shall prevail.
The Sub-Plan shall form part of the Plan and not a separate and independent plan.
1. General
2. Establishment of Sub-Plan
3. Purpose of Sub-Plan
4. HM Revenue and Customs approval of Sub-Plan
5. Rules of Sub-Plan
6. Relationship of Sub-Plan to Plan
SCHEDULE
T. ROWE PRICE GROUP, INC. 2004 STOCK INCENTIVE PLAN
HM REVENUE AND CUSTOMS APPROVED RULES FOR UK EMPLOYEES
(“THE SUB-PLAN”)
T