T. Rowe Price
T. ROWE PRICE ASSOCIATES, INC.
SPECIAL MEETING OF STOCKHOLDERS
Friday, June 30, 2000
9:00 a.m.
CONFERENCE ROOM 9D 100 East Pratt Street, 9th floor Baltimore, Maryland 21202
DIRECTIONS TO 100 EAST PRATT STREET
(OPPOSITE INNER HARBOR) and PARKING GARAGE
From the south: Take I-95 north to I-395 (downtown) directly into Baltimore
City. Turn right onto Pratt Street and then left onto Calvert Street. The
parking garage entrance is on the left side of Calvert Street approximately 50
feet before the next traffic light at Lombard Street.
From the north: Take I-83 (Jones Falls Expressway) directly into Baltimore
City. Turn right onto Lombard Street. Proceed for approximately 2/3 mile and
then turn left onto Light Street. Turn left to enter the parking garage.
From the west: Take Route 40 (Baltimore National Pike) east directly into
Baltimore City (Edmondson Avenue to Mulberry Street). Turn right onto Martin
Luther King Boulevard; proceed south for approximately 1/2 mile and then turn
left (east) onto Pratt Street. Proceed east on Pratt Street for approximately
7/8 mile and then left onto Calvert Street. The parking garage entrance is on
the left side of Calvert Street approximately 50 feet before the next traffic
light at Lombard Street.
From the east: Take I-95 south through the Inner Harbor Tunnel. Exit at I-395
(downtown) directly into Baltimore City. Turn right onto Pratt Street and then
left onto Calvert Street. The parking garage entrance is on the left side of
Calvert Street approximately 50 feet before the next traffic light at Lombard
Street.
Logo June30,
2000
Proxy
T. ROWE PRICE ASSOCIATES, INC.
Revocable Proxy Solicited on Behalf of the Board of Directors
I hereby appoint James S. Riepe, George A. Roche, and M. David Testa,
together and separately, as proxies to vote all shares of common stock which I
have power to vote at the Special Meeting of Stockholders to be held on Friday,
June 30, 2000, at 9:00 a.m., in Conference Room 9D on the 9th floor of 100 East
Pratt Street, Baltimore, Maryland 21202, and at any adjournments thereof in
accordance with the instructions on the reverse side of this proxy card and as
if I were present in person and voting such shares. The proxies are authorized
in their discretion to vote upon such other business as may properly come before
the meeting and they may name others to take their place. I also hereby
acknowledge receipt of the Notice of Special Meeting and Proxy Statement dated
May 24, 2000.
PLEASE VOTE YOUR PROXY PROMPTLY
See reverse side for voting instructions.
Company #
Control #
There are three ways to vote your T. Rowe Price Associates, Inc. Proxy.
Your telephone or Internet vote authorizes the named proxies to vote your shares
in the same manner as if you marked, signed and returned your proxy card. The
deadline for telephone or Internet voting is 1 p.m. EDST on June 29, 2000.
VOTE BY TELEPHONE - TOLL FREE - 1-800-240-6326 - QUICK *** EASY *** IMMEDIATE
Use any touch-tone telephone to vote your proxy 24 hours a day, 7 days a week,
until 1:00 p.m. EDST on June 29 2000. Have your proxy card in hand when you
call. You will be prompted to enter your 3-digit company number and 7-digit
control number, which are located in the upper right hand corner of this card.
Then follow the simple instructions given over the phone.
VOTE BY INTERNET - http://www.eproxy.com/trow/ - QUICK *** EASY *** IMMEDIATE
Use the Internet to vote your proxy 24 hours a day, 7 days a week, until 1:00
p.m. EDST on June 29, 2000. Have your proxy card in hand when you access the web
site. You will be prompted to enter your 3-digit company number and 7-digit
control number, which are locate din the upper right hand corner of this card.
This will create an electronic ballot.
VOTE BY MAIL - POSTAGE PAID ENVELOPE PROVIDED
Mark, sign and date your proxy card and return it in the postage-paid envelope
we have provided.
T. ROWE PRICE (LOGO)
If you vote by phone or the Internet, please do not mail your proxy card
(arrow)Please detach here(arrow)
The Board of Directors Recommends a Vote "FOR" Items 1 and 2.
(1) APPROVE THE AGREEMENT AND PLAN OF SHARE EXCHANGE BETWEEN T. ROWE PRICE
ASSOCIATES, INC. AND T. ROWE PRICE GROUP, INC.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(2) IN THEIR DISCRETION, the proxies are authorized to vote upon such other
business and further business as may be brought before the meeting or any
adjournment(s) thereof.
[ ] FOR [ ] WITHHOLD
Address Change? Mark Box ( Indicate changes below:
Date __________________________________
Signature(s) in Box
If you are voting by mail, please date and sign exactly as your name appears to
the left. When signing as a fiduciary, representative or corporate officer, give
full title as such. If you receive more than one proxy card, please vote the
shares represented by each card separately.
