Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On September 24, 2012, Mary K. Bush was elected to serve on the Board of Directors (the "Board") of T. Rowe Price Group, Inc. (the "Company"). The appointment is effective on October 22, 2012, which is the date of the Company's next meeting of the Board. Ms. Bush has served as the president of Bush International, LLC, which advises U.S. corporations and foreign governments on international capital markets, and strategic business and economic matters, since 1991. She is also a senior managing director of Brock Capital Group, a corporate advisory and consulting firm. Previously, Ms. Bush has served as head of the Federal Home Loan Bank System, head of international finance at Fannie Mae, and the U.S. government's representative on the International Monetary Fund Board. Ms. Bush serves on the boards of directors of Discover Financial Services, ManTech International Corporation, and Marriott International, Inc., and until recently, she served on the board of directors of the Pioneer Family of Mutual Funds. Ms. Bush holds a Master of Business Administration degree in finance from the University of Chicago and a Bachelor of Arts degree in economics and political science from Fisk University.

In connection with her appointment to the Board on October 22, 2012, and pursuant to the Company's 2007 Non-Employee Director Equity Plan, the Company will grant Ms. Bush her choice of either 4,000 restricted shares or restricted stock units that vest on October 22, 2013.

There is no arrangement or understanding between Ms. Bush and any other person pursuant to which Ms. Bush was selected as a director. Ms. Bush will serve as a member of the Executive Compensation Committee of the Board. Ms. Bush does not have any family relationship with any director, executive officer or person nominated or chosen by the Company to become a director or an executive officer. The Board has determined that Ms. Bush is an independent director under applicable Nasdaq rules.