S-8

As filed with the Securities and Exchange Commission on June 4, 2010
Registration No. 333-                    

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

T. ROWE PRICE GROUP, INC.

(Exact name of registrant as specified in its charter)

Maryland	52-2264646
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)
100 East Pratt Street
Baltimore, Maryland	21202
(Address of principal executive offices)	(Zip Code)

T. ROWE PRICE GROUP, INC. 2004 STOCK INCENTIVE PLAN
(Full title of plan)

(Name, address and telephone number of agent for service)
James A.C. Kennedy	(Copy to:)
Chief Executive Officer and President	R.W. Smith, Jr., Esquire
T. Rowe Price Group, Inc.	DLA Piper LLP (US)
100 East Pratt Street	6225 Smith Avenue
Baltimore, Maryland 21202	Baltimore, Maryland 21209-3600
(410) 345-2000	(410) 580-3000

     Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ Accelerated filer o  Non-accelerated filer o
(Do not check if a smaller reporting company) Smaller reporting company o

CALCULATION OF REGISTRATION FEE

				Proposed			Proposed
	Amount			Maximum			Maximum			Amount of
	to be			Offering			Aggregate			Registration
Title of Securities to be Registered	Registered			Price Per Unit			Offering Price			Fee
Common Stock, $0.20 par value Shares not previously registered		13,558,036		$	49.44	(2)	$	670,241,510	(2)	$	47,788	(2)
Shares registered under prior plans		14,060,718			N/A	(3)		N/A	(3)		N/A	(3)
TOTAL		27,618,754	(1)	$	49.44		$	670,241,510		$	47,788

(1)	An aggregate of 45,756,084 shares of Common Stock may be offered or issued pursuant to the Registrant’s 2004 Stock Incentive Plan (the “2004 Plan”), 18,137,330 (split adjusted through the date of this filing) of which were previously registered on Form S-8 (File No. 333-120882), and 27,618,754 of which are registered on this Registration Statement. Of the 27,618,754 shares to be registered under this Registration Statement for the 2004 Plan, (i) 398 shares were previously registered for offer or sale under the Registrant’s 1990 Stock Incentive Plan (the “1990 Plan”), (ii) 1,556,652 shares were previously registered for offer or sale under the Registrant’s 1993 Stock Incentive Plan (the “1993 Plan”), (iii) 5,223,285 shares were previously registered for offer or sale under the Registrant’s 1996 Stock Incentive Plan (the “1996 Plan”), (iv) 7,280,383 shares were previously registered for offer or sale under the Registrant’s 2001 Stock Incentive Plan (the “2001 Plan”) (the shares specified in clauses (i), (ii), (iii) and (iv) are split adjusted through the date of this filing and are hereafter collectively referred to in this Registration Statement as the “Carried Forward Shares”), and (v) the balance are newly registered shares. The Carried Forward Shares are shares with respect to which awards were forfeited, expired, canceled or settled in cash without delivery of shares of Common Stock, shares tendered or withheld to satisfy the exercise price and/or tax withholding obligations in connection with awards, and shares that were forfeited back to the Registrant after delivery because of the failure to meet an award contingency or condition, under the 1990, 1993, 1996 and 2001 Plans (collectively, the “Prior Plans”) on or after October 31, 2004. The newly registered shares include shares reacquired by the Registrant on the open market or otherwise using cash proceeds received by the Registrant from the exercise of stock options granted under the 2004 Plan or any of the Prior Plans.
(2)	Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act. The proposed maximum offering price per share, proposed maximum aggregate offering price and the amount of the registration fee are based on the average of the high and low prices of T. Rowe Price Group, Inc. Common Stock reported on the Nasdaq National Market on June 3, 2010 (i.e., $49.44).
(3)	The Carried Forward Shares with respect to the 1990 Plan were registered pursuant to a Registration Statement on Form S-8 filed on November 1, 1990 (file no. 33-37573). The Carried Forward Shares with respect to the 1993 Plan were registered pursuant to the registration statement on Form S-8 filed on December 3, 1993 (file no. 33-72568). The Carried Forward Shares with respect to the 1996 Plan were registered pursuant to the registration statement on Form S-8 filed on January 24, 1997 (file no. 333-20333). The Carried Forward Shares with respect to the 2001 Plan were registered pursuant to the registration statements on Form S-8 filed on April 27, 2001 (file no. 333-59714) and on December 1, 2004 (file no. 333-120883). Pursuant to Interpretation 89 under Section G of the Manual of Publicly Available Telephone Interpretations of the Division of Corporation Finance of the Securities and Exchange Commission (July 1997) and Instruction E to the General Instructions to Form S-8, the Registrant has carried forward the registration fees previously paid for the Carried Forward Shares. The Registrant is concurrently filing a Post-Effective Amendment No. 3 to the Registration Statement on Form S-8 (file no. 33-37573), Post-Effective Amendments No. 4 to the Registration Statements on Form S-8 (file nos. 33-72568 and 333-20333), and a Post-Effective Amendments No. 1 to the Registration Statements on Form S-8 (file no. 333-59714 and 333-120883) to reflect the carry forward of shares registered thereunder to this Registration Statement.

INCORPORATION BY REFERENCE

     In accordance with General Instruction E to Form S-8, the contents of the Registration Statement filed by T. Rowe Price Group, Inc. (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) (File No. 333-120882), with respect to securities offered pursuant to the Registrant’s 2004 Stock Incentive Plan are hereby incorporated by reference.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.

     Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

EXHIBITS

EXHIBIT
NUMBER	DESCRIPTION
4.1	Charter of T. Rowe Price Group, Inc., as Amended by Articles of Amendment dated April 10, 2008. (Incorporated by reference from Form 10-Q Report for the quarterly period ended March 31, 2008; Accession No. 0000950133-08-001597.)
4.2	Amended and Restated By-Laws of T. Rowe Price Group, Inc. as of February 12, 2009. (Incorporated by reference from Form 8-K Current Report as of February 17, 2009; Accession No. 0000950133-09-000369.)
4.3	T. Rowe Price Group, Inc. 2004 Stock Incentive Plan. (Incorporated by reference from the definitive Proxy Statement on Form DEF 14A filed on February 27, 2004; Accession No. 0001113169-04-000023.)
4.4	First Amendment to the T. Rowe Price Group, Inc. 2004 Stock Incentive Plan. (Incorporated by reference from Form 10-Q Report for the quarterly period ended March 31, 2009; Accession No. 0000950133-09-001209.)
5.1	Opinion of DLA Piper LLP (US) as to the legality of the securities being offered. (Includes Consent of Counsel filed herewith.)
23.1	Consent of Counsel. (Contained in Exhibit 5.1 to this Registration Statement.)
23.2	Consent of Independent Registered Public Accounting Firm (Filed herewith.)
24.1	Power of Attorney. (Filed herewith.)

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, T. Rowe Price Group, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baltimore, State of Maryland, on this 4 day of June, 2010.

T. ROWE PRICE GROUP, INC.
By:	/s/ Kenneth V. Moreland
	Kenneth V. Moreland
	Vice President and Chief Financial Officer

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
* James A.C. Kennedy	Chief Executive Officer and President  (Principal Executive Officer)
* Kenneth V. Moreland	Vice President and Chief Financial Officer (Principal Financial Officer)
* Jessica M. Hiebler	Vice President (Principal Accounting Officer)
By: /s/ Kenneth V. Moreland	As Attorney-in-Fact	June 4, 2010
Kenneth V. Moreland
A majority of the Board of Directors:
Edward C. Bernard, James T. Brady, J. Alfred Broaddus, Jr., Donald B. Hebb, Jr., James A.C. Kennedy, Brian C. Rogers, Dr. Alfred Sommer, Dwight S. Taylor, Anne Marie Whittemore
By: /s/ Kenneth V. Moreland	As Attorney-in-Fact	June 4, 2010
Kenneth V. Moreland

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EXHIBIT INDEX

EXHIBIT
NUMBER	DESCRIPTION
4.1	Charter of T. Rowe Price Group, Inc., as Amended by Articles of Amendment dated April 10, 2008. (Incorporated by reference from Form 10-Q Report for the quarterly period ended March 31, 2008; Accession No. 0000950133-08-001597.)
4.2	Amended and Restated By-Laws of T. Rowe Price Group, Inc. as of February 12, 2009. (Incorporated by reference from Form 8-K Current Report as of February 17, 2009; Accession No. 0000950133-09-000369.)
4.3	T. Rowe Price Group, Inc. 2004 Stock Incentive Plan. (Incorporated by reference from the definitive Proxy Statement on Form DEF 14A filed on February 27, 2004; Accession No. 0001113169-04-000023.)
4.4	First Amendment to the T. Rowe Price Group, Inc. 2004 Stock Incentive Plan. (Incorporated by reference from Form 10-Q Report for the quarterly period ended March 31, 2009; Accession No. 0000950133-09-001209.)
5.1	Opinion of DLA Piper LLP (US) as to the legality of the securities being offered. (Includes Consent of Counsel filed herewith.)
23.1	Consent of Counsel. (Contained in Exhibit 5.1 to this Registration Statement.)
23.2	Consent of Independent Registered Public Accounting Firm (Filed herewith.)
24.1	Power of Attorney. (Filed herewith.)

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EX-5.1

EXHIBIT 5.1

DLA Piper LLP (US)
The Marbury Building
6225 Smith Avenue
Baltimore, Maryland 21209-3600
T (410) 580-3000
F (410) 580-3001
W www.dlapiper.com

June 3, 2010

T. Rowe Price Group, Inc.
100 East Pratt Street
Baltimore, Maryland 21202

Re: Registration Statement on Form S-8

Dear Ladies and Gentlemen:

     We have acted as counsel for T. Rowe Price Group, Inc., a Maryland corporation (the “Company”), in connection with the Registration Statement on Form S-8 to be filed by the Company under the Securities Act of 1933, as amended (the “Registration Statement”), and which registers 27,618,754 shares of the Common Stock of the Company (the “Shares”) issuable pursuant to the Company’s 2004 Stock Incentive Plan (the “Plan”). In that capacity, we have reviewed the charter and by-laws of the Company, the Registration Statement, the Plan, the corporate action taken by the Company that provides for the issuance or delivery of the Shares to be issued or delivered under the Plan, a good standing certificate for the Company, dated as of a recent date, issued by the State Department of Assessments and Taxation of the State of Maryland and such other materials and matters as we have deemed necessary for the issuance of this opinion.

     Based on the foregoing, it is our opinion that the Shares to be issued under the Plan have been duly authorized, and upon the issuance and delivery of the Shares in the manner contemplated by the Plan, and assuming the Company completes all actions and proceedings required on its part to be taken prior to the issuance and delivery of the Shares pursuant to the terms of the Plan, including, without limitation, collection of required payment for the Shares, the Shares will be validly issued, fully paid and nonassessable.

     Our opinion set forth above is subject to the following general qualifications and assumptions:

     (1) The foregoing opinion is rendered as of the date hereof. We assume no obligation to update or supplement this opinion if any laws change after the date hereof or if any facts or circumstances come to our attention after the date hereof that might change this opinion.

     (2) We have made no investigation as to, and we express no opinion concerning, any laws other than the laws of the State of Maryland.

     (3) We express no opinion as to compliance with the securities or “blue sky” laws or principles of conflicts of laws of Maryland or any other jurisdiction.

     (4) We assume that the issuance of the Shares, together with any other outstanding shares of Common Stock, will not cause the Company to issue shares of Common Stock in excess of the number of such shares authorized by the Company’s charter.

     (5) This opinion is limited to the matters set forth herein, and no other opinion should be inferred beyond the matters expressly stated.

     We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm and to our opinion in the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, the rules and regulations of the Securities and Exchange Commission promulgated thereunder or Item 509 of Regulation S-K.

Very truly yours,
 

/s/ DLA PIPER LLP (US)  

EX-23.2

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors
T. Rowe Price Group, Inc.:

We consent to the incorporation by reference in the registration statement on Form S-8 of T. Rowe Price Group, Inc. of our reports dated February 5, 2010, with respect to the consolidated balance sheets of T. Rowe Price Group, Inc. and subsidiaries as of December 31, 2009 and 2008, and the related consolidated statements of income, stockholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2009, and the effectiveness of internal control over financial reporting as of December 31, 2009, which reports appear in the December 31, 2009 Annual Report on Form 10-K of T. Rowe Price Group, Inc.

/s/ KPMG LLP

Baltimore, Maryland
June 3, 2010

EX-24.1

EXHIBIT 24.1

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and officers of T. Rowe Price Group, Inc., a Maryland corporation, constitute and appoint James A.C. Kennedy, Kenneth V. Moreland, Jessica M. Hiebler and Barbara A. Van Horn, or any one of them, the true and lawful agents and attorneys-in-fact of the undersigned with full power and authority in said agents and attorneys-in-fact, and in any one or more of them, to sign for the undersigned in their respective names as directors and officers of T. Rowe Price Group, Inc., its Registration Statement on Form S-8, any amendment (including post-effective amendments) or supplement thereto, relating to the offer and sale of common stock of T. Rowe Price Group, Inc. pursuant to the 2004 Stock Incentive Plan, its Post-Effective Amendments No. 1 to Form S-8 for the 2001 Stock Incentive Plan, its Post-Effective Amendment No. 4 to Form S-8 for the 1996 Stock Incentive Plan, its Post-Effective Amendment No. 4 to Form S-8 for the 1993 Stock Incentive Plan, and its Post-Effective Amendment No. 3 to Form S-8 for the 1990 Stock Incentive Plan, and any subsequent post-effective amendments to the registration statements on Form S-8 for the 2001 Stock Incentive Plan, 1996 Stock Incentive Plan, 1993 Stock Incentive Plan, and 1990 Stock Incentive Plan, to be filed with the Securities and Exchange Commission under the Securities Act of 1933. We hereby confirm all acts taken by such agents and attorneys-in-fact, or any one or more of them, as herein authorized.

Signature	Title	Date
	Chief Executive Officer and President
/s/ James A.C. Kennedy	(Principal Executive Officer)	June 3, 2010
James A.C. Kennedy
	Vice President and Chief Financial Officer
/s/ Kenneth V. Moreland	(Principal Financial Officer)	June 3, 2010
Kenneth V. Moreland
	Vice President
/s/ Jessica M. Hiebler	(Principal Accounting Officer)	June 3, 2010
Jessica M. Hiebler
/s/ Edward C. Bernard	Director	June 3, 2010
Edward C. Bernard
/s/ James T. Brady	Director	June 3, 2010
James T. Brady
/s/ J. Alfred Broaddus, Jr.	Director	June 3, 2010
J. Alfred Broaddus, Jr.
/s/ Donald B. Hebb, Jr.	Director	June 3, 2010
Donald B. Hebb, Jr.
/s/ Brian C. Rogers	Director	June 3, 2010
Brian C. Rogers
/s/ Dr. Alfred Sommer	Director	June 3, 2010
Dr. Alfred Sommer
/s/ Dwight S. Taylor	Director	June 3, 2010
Dwight S. Taylor
/s/ Anne Marie Whittemore	Director	June 3, 2010
Anne Marie Whittemore