T. ROWE PRICE GROUP, INC.
1998 DIRECTOR STOCK OPTION PLAN
As Amended and Restated Effective April 7, 2004*
1. PURPOSES OF THE DIRECTOR PLAN:
“Company”) has adopted the 1998 Director Stock Option Plan (the
“Director Plan”) to provide for the issuance of options to purchase shares of the Company’s Common Stock, par
value $.20 per share (the “Stock”) as a means of long-term compensation for members of the Board of Directors
of the Company (the “Board”) in order to provide Non-Employee Directors with an equity interest in the
Company in order to attract and retain well-qualified individuals to serve as Non-Employee Directors and to
further align the interests of Non-Employee Directors of the Company with those of the stockholders of the
Company. For purposes of this Plan, Non-Employee Directors are persons who are members of the Board and
are not employees of the Company or any of its affiliates or subsidiaries.
The Director Plan shall be administered by the Board; provided that any decision regarding the price, timing,
or amount of options to be granted hereunder shall require the affirmative vote of a majority of the members of
the Board who are not participants in the Director Plan. Such disinterested majority shall also have the right to
make discretionary awards of options in addition to the grants specified in Section 5(b).
3. STOCK SUBJECT TO OPTION:
The Company has reserved an aggregate of 404,116 authorized but unissued shares of Stock for issuance
and delivery under the Director Plan, which amount includes 4,116 shares carried over from the 1995 Director
Stock Option Plan (the “1995 Director Plan”) that remained available for grant upon its expiration on April 30,
2002, and which amount is subject to further adjustment as provided in paragraph 6 hereof; provided that, shares
tendered as consideration for the exercise of any option and shares subject to the unexercised portion of any
outstanding option which expires, is ca