BLACKROCK INC /NY (Form: 10-Q, Received: 11/13/2002 17:24:13)

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended September 30, 2002

OR

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from ____________ to ____________.

Commission file number 001-15305

		BlackRock, Inc.

(Exact name of registrant as specified in its charter)

	Delaware		51-0380803

	(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

		40 East 52 ^nd Street, New York, NY 10022

		(Address of principal executive offices) (Zip Code)

		(212) 754-5300

		(Registrant’s telephone number, including area code)


		(Former name, former address and for new fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes

As of October 31, 2002, there were 17,501,696 shares of the registrant’s class A common stock outstanding and 47,325,060 shares of the registrant’s class B common stock outstanding.

BlackRock Inc.
Index to Form 10-Q

			Page

	PART I FINANCIAL INFORMATION

Item 1.	Financial Statements

		Consolidated Statements of Financial Condition	1

		Consolidated Statements of Income	2

		Consolidated Statements of Cash Flows	3

		Notes to Consolidated Financial Statements	4

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		13

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		39

Item 4.	Controls and Procedures		40

	PART II OTHER INFORMATION

Item 6.	Exhibits and Reports on Form 8-K		41

PART I – FINANCIAL INFORMATION
Item 1. Financial Statements

BlackRock, Inc.
Consolidated Statements of Financial Condition
(Dollar amounts in thousands)

		September 30, 2002			December 31, 2001

		(unaudited)
Assets
Cash and cash equivalents		$	213,675		$	186,451
Accounts receivable			109,115			94,090
Investments (cost: $188,237 and $143,600, respectively)			180,462			139,126
Property and equipment, net			93,527			70,510
Intangible assets, net			181,082			181,688
Receivable from affiliates			2,729			2,569
Other assets			8,984			10,044

	Total assets	$	789,574		$	684,478

Liabilities and stockholders’ equity
Accrued compensation		$	140,847		$	146,019
Accounts payable and accrued liabilities
	Affiliate		16,655			15,972
	Other		18,540			19,075
Acquired management contract obligation			6,578			7,344
Other liabilities			11,030			9,951

	Total liabilities		193,650			198,361

Stockholders’ equity
Common stock, class A, 17,484,583 and 15,916,944 shares issued, respectively			175			159
Common stock, class B, 47,606,341 and 48,674,607 shares issued, respectively			476			487
Additional paid - in capital			197,695			184,041
Retained earnings			406,899			307,498
Unearned compensation			(1,881	)		(1,927	)
Accumulated other comprehensive loss			(3,527	)		(3,537	)
Treasury stock, class B, at cost, 280,087 and 125,633 shares issued, respectively			(3,913	)		(604	)

	Total stockholders’ equity		595,924			486,117

Total liabilities and stockholders’ equity		$	789,574		$	684,478

See accompanying notes to consolidated financial statements.

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PART I – FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued)

BlackRock, Inc.
Consolidated Statements of Income
(Dollar amounts in thousands, except share data)
(unaudited)

		Three months ended September 30,						Nine months ended September 30,

		2002			2001			2002			2001

Revenue
Investment advisory and administration fees
	Mutual funds	$	52,009		$	52,751		$	162,004		$	162,458
	Separate accounts		70,149			71,430			235,420			213,439
Other income
	Affiliate		1,250			1,250			3,750			3,750
	Other		13,724			9,351			38,766			24,106

Total revenue			137,132			134,782			439,940			403,753

Expense
Employee compensation and benefits			50,156			53,932			178,372			164,896
Fund administration and servicing costs - affiliates			7,831			15,016			32,925			47,428
General and administration
	Affiliate		2,265			2,102			6,052			5,806
	Other		21,183			18,587			61,852			50,622
Amortization of intangible assets			201			2,613			603			7,841

Total expense			81,636			92,250			279,804			276,593

Operating income			55,496			42,532			160,136			127,160
Non-operating income (expense)
Investment income			408			2,890			7,443			7,384
Interest expense			(164	)		(172	)		(519	)		(574	)

Total non-operating income			244			2,718			6,924			6,810

Income before income taxes			55,740			45,250			167,060			133,970
Income taxes			22,575			17,874			67,659			54,868

Net income		$	33,165		$	27,376		$	99,401		$	79,102

Earnings per share
	Basic	$	0.51		$	0.43		$	1.54		$	1.23
	Diluted	$	0.51		$	0.42		$	1.52		$	1.22
Weighted-average shares outstanding
	Basic		64,798,908			64,284,768			64,725,309			64,231,342
	Diluted		65,338,340			64,947,840			65,303,080			64,897,087

See accompanying notes to consolidated financial statements.

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PART I – FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued)

BlackRock, Inc.
Consolidated Statements of Cash Flows
(Dollar amounts in thousands)
(unaudited)

			Nine months ended September 30,

			2002			2001

Cash flows from operating activities
Net income			$	99,401		$	79,102
Adjustments to reconcile net income to net cash provided by operating activities:
	Depreciation and amortization			15,951			18,899
	Stock-based compensation			4,104			3,784
	Deferred income taxes			12,039			2,619
	Tax benefit from stock-based compensation			6,668			5,230
	Purchase of investments, trading, net			(17,350	)		—
	Net loss on investments			621			—
	Changes in operating assets and liabilities:
		Increase in accounts receivable		(15,025	)		(13,184	)
		Increase in receivable from affiliates		(12,199	)		(798	)
		Decrease in other assets		1,060			2,552
		Increase (decrease) in accrued compensation		378			(8,292	)
		Increase in accounts payable and accrued liabilities		148			29,012
		Increase in other liabilities		1,079			867

Cash provided by operating activities				96,875			119,791

Cash flows from investing activities
Purchase of property and equipment				(38,365	)		(26,602	)
Purchase of investments, net				(25,816	)		(126,305	)

Cash used in investing activities				(64,181	)		(152,907	)

Cash flows from financing activities
Issuance of class A common stock				2,212			281
Purchase of treasury stock				(9,826	)		(6,472	)
Reissuance of treasury stock				1,691			246
Acquired management contract obligation payment				(766	)		(696	)

Cash used in financing activities				(6,689	)		(6,641	)

Effect of exchange rate changes on cash and cash equivalents				1,219			(1	)
Net increase (decrease) in cash and cash equivalents				27,224			(39,758	)
Cash and cash equivalents, beginning of period				186,451			192,590

Cash and cash equivalents, end of period			$	213,675		$	152,832

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PART I – FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued)

BlackRock, Inc.
Notes to Consolidated Financial Statements
Nine Months Ended September 30, 2002 and 2001
(Dollar amounts in thousands, except share data)
(unaudited)

1. Significant Accounting Policies

Basis of Presentation

The consolidated interim financial statements of BlackRock, Inc. and its subsidiaries (“BlackRock” or the “Company”), an indirect majority owned subsidiary of The PNC Financial Services Group, Inc. (“PNC”), included herein have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and Rule 10-01 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. These consolidated financial statements are unaudited and should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2001. The Company follows the same accounting policies in the preparation of interim reports as set forth in the annual report. In the opinion of management, the consolidated financial statements reflect all adjustments, which are of a normal recurring nature, necessary for a fair presentation of the financial position, results of operations and cash flows of BlackRock for the interim periods presented and are not necessarily indicative of a full year’s results.

In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the amounts reported in the financial statements. Actual results could differ from those estimates.

Investments

The Company’s investments are classified as trading and available for sale. Investments, trading, represent investments made by the Company and hel d in a Rabbi Trust with respect to senior employee elections under the BlackRock Voluntary and Involuntary Deferred Compensation Plans and are recorded at fair market value with unrealized gains and losses included in the accompanying consolidated statements of income as investment income (expense). Investments, available for sale, consist primarily of investments in BlackRock funds and certain institutional and private placement portfolios (“alternative investment products”), and are stated at market values. Securities, which are not readily marketable (alternative investment products), are stated at their estimated fair market value as determined by the Company’s management. The resulting unrealized gains and losses on investments, available for sale, are included in the accumulated other comprehensive income or loss component of stockholders’ equity, net of tax. Realized gains and losses on trading and available for sale investments and interest and dividend income are included in investment income (expense) in the accompanying consolidated statements of income . The Company’s management periodically assesses impairment on investments to determine if it is other than temporary. Any impairment on investments which is deemed other than temporary is recorded in non-operating income (expense) on the consolidated statements of income.

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PART I – FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued)

1. Significant Accounting Policies (continued)

Intangible Assets

Intangible assets are comprised of goodwill and management contract acquired. For the three months and nine months ended September 30, 2001, goodwill was amortized on a straight-line basis over 25 years. On July 20, 2001, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets,” which changed the accounting for goodwill from an amortization method to an impairment-only approach. The amortization of goodwill, including goodwill recognized relating to past business combinations, ceased upon adoption of the new statement. Impairment testing for goodwill at a reporting unit level is required on at least an annual basis. The new statement also addresses other accounting matters, disclosure requirements and financial statement presentation issues relating to goodwill and other intangible assets. The Company adopted SFAS No. 142, effective on January 1, 2002, as required. As a result of adopting SFAS No. 142, the Company’s diluted earnings per share has increased by approximately $.06 per share during the nine months ended September 30, 2002. Assuming no impairment adjustments are necessary, no future business combinations, and no other changes to goodwill, the Company expects diluted earnings per share to increase by approximately $.02 per share during the remainder of 2002 as a result of the cessation of goodwill amortization. Management contract acquired is amortized in proportion to, and over the period of, contract revenue, which is ten years. The Company regularly evaluates the carrying value of intangible assets. Any impairment would be recognized when the future operating cash flows expected to be derived from such intangible assets are less than their carrying value. In such instances, impairment, if any, is measured on a discounted future cash flow basis.

Accounting for Costs Associated with Exit or Disposal Activities

In July 2002, the FASB also issued SFAS No. 146, “Accounting for Costs Associated with Exit and Disposal Activities,” which nullified Emerging Issue Task Force Issue (“Issue”) No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring),” by requiring the recognition of a liability for a cost associated with an exit or disposal activity only when the liability is incurred. Under the Issue, a liability for an exit cost could be recorded at the date of an entity’s commitment to an exit plan. The adoption of this statement, which is effective January 1, 2003, is not expected to have a material impact on the Company’s financial statements.

Derivative Instruments and Hedging Activities

SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended by SFAS No. 137 and No. 138, establishes accounting and reporting standards for derivative instruments, including certain derivatives embedded in other contracts and for hedging activities. SFAS No. 133 generally requires an entity to recognize all derivatives as either assets or liabilities in the statement of financial condition and measure those investments at fair value. The Company adopted the new statement as of January 1, 2001.

The Company uses derivative financial instruments primarily for purposes of hedging exposures to fluctuations in foreign currency exchange rates of its assets and liabilities. Derivative financial instruments are not entered into for trading or speculative purposes. The premium or discount on an instrument is amortized over the life of the contract. Changes in the fair value of the Company’s derivative financial instruments are recognized in current earnings, offset by the corresponding gain or loss on the related foreign denominated assets or liabilities, in the consolidated statements of income.

Reclassification of Prior Period’s Statements

Certain items previously reported have been reclassified to conform with the current period presentation.

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PART I – FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued)

2. Investments, Trading and Available for Sale

A summary of the cost and fair market value of investments are as follows:

							Gross Unrealized				Fair Market Value

					Cost		Gains		Losses

September 30, 2002
Trading					$	17,350		—	$	1,586	$	15,764

				Total investments, trading		17,350		—		1,586		15,764

Mutual funds						154,766				251		154,515
Collateralized bond obligations						14,924		—		5,938		8,986
Other						1,197		—		—		1,197

			Total investments, available for sale			170,887		—		6,189		164,698

		Total investments, trading and available for sale			$	188,237		—	$	7,775	$	180,462

December 31, 2001
Mutual funds					$	129,304		—	$	1,882	$	127,422
Collateralized bond obligations						12,689		—		2,607		10,082
Other						1,607		15		—		1,622

	Total investments, available for sale				$	143,600	$	15	$	4,489	$	139,126

BlackRock acts as investment advisor for all investments.

Net realized gains (losses) on the sale of investments totaled $(7) and $71 for the three months ended September 30, 2002 and September 30, 2001, respectively, and $966 and $77 for the nine months ended September 30, 2002 and 2001, respectively.

3. Intangible Assets

Intangible assets at September 30, 2002 consisted of the following:

	Goodwill		Management Contract Acquired		Total Intangible Assets

Balance at December 31, 2001	$	240,797	$	8,040	$	248,837
Accumulated amortization at September 30, 2002		65,842		1,913		67,755

Balance at September 30, 2002	$	174,955	$	6,127	$	181,082

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PART I – FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued)

3. Intangible Assets (continued)

a) Goodwill

The consolidated financial statements reflect the results of operations of the former BlackRock Financial Management, L.P. and BFM Advisory L.P., which were acquired by PNC on February 28, 1995. Goodwill recognized at acquisition approximated $240,000 and was amortized on a straight-line basis over 25 years. On July 20, 2001, the FASB issued SFAS No. 142, “Goodwill and Other Intangible Assets,” which changed the accounting for goodwill from an amortization method to an impairment-only approach. The amortization of goodwill, including goodwill recognized relating to past business combinations, ceased upon adoption of the new statement. As required, BlackRock performs impairment testing for goodwill at a reporting unit level on at least an annual basis.

b) Management Contract Acquired

On May 15, 2000, BlackRock entered into a contract in connection with the agreement and plan of merger of CORE Cap, Inc. with Anthracite Capital, Inc., a BlackRock managed REIT. This agreement assigned the managerial rights and duties of CORE Cap, Inc.’s former manager to BlackRock for consideration in the amount of $12,500 to be paid by BlackRock over a ten-year period. The present value of the acquired contract using an imputed interest rate of 10% was $8,040 on the date of acquisition. This amount was recorded as an intangible asset and is being amortized in proportion to, and over the period of, contract revenue, which is ten years. If BlackRock were terminated as manager of the REIT with cause, the then remaining present value of future payments would be written off. If BlackRock were terminated without cause, the REIT would be required to reimburse BlackRock for the remaining payments.

The following table reflects the adoption of SFAS No. 142:

	Three months ended September 30,				Nine months ended September 30,

	2002		2001		2002		2001

Reported net income	$	33,165	$	27,376	$	99,401	$	79,102
Goodwill amortization, net of tax		—		1,292		—		3,875

Adjusted net income	$	33,165	$	28,668	$	99,401	$	82,977

Basic earnings per share:
Reported	$	0.51	$	0.43	$	1.54	$	1.23
Goodwill amortization, net of tax		—		0.02		—		0.06

Adjusted	$	0.51	$	0.45	$	1.54	$	1.29

Diluted earnings per share:
Reported	$	0.51	$	0.42	$	1.52	$	1.22
Goodwill amortization, net of tax		—		0.02		—		0.06

Adjusted	$	0.51	$	0.44	$	1.52	$	1.28

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PART I – FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued)

3. Intangible Assets (continued)

The Company expects amortization expense related to the management contract acquired to be $201 for the remainder of 2002 and $804 annually for 2003 through 2006.

4. Derivative Financial Instruments

The Company currently enters into forward foreign currency exchange contracts with a major multinational financial institution to hedge foreign currency exposures related to non-dollar denominated investments in its consolidated statements of financial condition. At September 30, 2002, the contracts had a notional amount and fair value of $20,986 and $131, respectively. All contracts mature on December 27, 2002. The Company had no derivative financial instruments outstanding at December 31, 2001.

By using derivative financial instruments to hedge exposure to changes in exchange rates, the Company exposes itself to market risk. Market risk is the effect on the value of a financial instrument that results from a change in currency exchange rates. The Company manages exposure to market risk associated with foreign currency exchange contracts by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken.

5. Other Income

Other income consists of the following:

	Three months ended September 30,				Nine months ended September 30,

	2002		2001		2002		2001

Risk management and investment system services	$	12,911	$	9,799	$	38,216	$	25,974
Other		2,063		802		4,300		1,882

	$	14,974	$	10,601	$	42,516	$	27,856

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PART I – FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued)

6. Common Stock (continued)

BlackRock’s class A, $0.01 par value, common shares authorized was 250,000,000 shares as of September 30, 2002 and December 31, 2001, respectively. BlackRock’s class B, $0.01 par value, common shares authorized was 100,000,000 shares as of September 30, 2002 and December 31, 2001, respectively.

The Company’s common shares issued and outstanding and related activity consists of the following:

	Shares issued

	Common shares Class					Treasury shares Class						Shares outstanding Class

	A		B			A			B			A			B

December 31, 2001		15,916,944		48,674,607			—			(125,633	)		15,916,944			48,548,974
Conversion of class B stock to class A stock		1,004,817		(1,068,266	)		63,449			(16,607	)		1,068,266			(1,084,873	)
Issuance of shares to Nonemployee Directors		2,591		—			—			—			2,591			—
Issuance of class A common stock		554,269		—			—			—			554,269			—
Treasury stock transactions		5,962		—			(63,449	)		(137,847	)		(57,487	)		(137,847	)

September 30, 2002		17,484,583		47,606,341			—			(280,087	)		17,484,583			47,326,254

7. Comprehensive Income

		Three months ended September 30,						Nine months ended September 30,

		2002			2001			2002			2001

Net income		$	33,165		$	27,376		$	99,401		$	79,102
Other comprehensive income gain (loss):
	Unrealized gain (loss) from investments, available for sale, net		(1,195	)		(310	)		(1,210	)		1,087
	Foreign currency translation gain (loss)		575			509			1,219			(1	)

Comprehensive income		$	32,545		$	27,575		$	99,410		$	80,188

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PART I – FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued)

8. Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share:

		Three months ended September 30,				Nine months ended September 30,

		2002		2001		2002		2001

Net income		$	33,165	$	27,376	$	99,401	$	79,102

Basic weighted-average shares outstanding			64,798,908		64,284,768		64,725,309		64,231,342
	Dilutive potential shares from forward sales		53,639		107,277		53,639		107,277
	Dilutive potential shares from stock options		485,793		555,795		524,132		558,468

Dilutive weighted-average shares outstanding			65,338,340		64,947,840		65,303,080		64,897,087

Basic earnings per share		$	0.51	$	0.43	$	1.54	$	1.23

Diluted earnings per share		$	0.51	$	0.42	$	1.52	$	1.22

In calculating diluted earnings per share, common stock equivalents of 1,710,376 and 2,522,679 for the three months ended September 30, 2002 and September 30, 2001, respectively, and 500,376 and 2,522,679 for the nine months ended September 30, 2002 and September 30, 2001, respectively, were excluded due to their anti-dilutive effect on the calculations.

9. Related Party Transaction

On July 23, 2002, BlackRock and PNC entered into a revised agreement with respect to investment management services. The agreement incorporates a reduction in the rate of fees paid to PNC based on current market conditions as PNC related assets invested in the BlackRock Funds declined approximately $6.0 billion since inception of the previous agreement in May 1998 and now comprise approximately 65% of the BlackRock Funds as compared to 85% in 1998. The revised agreement has reduced fund administration and servicing costs-affiliates by approximately 33% during the three months ended September 30, 2002 as compared to the level of fund administration and servicing costs-affiliates that would have been paid under the previous investment services agreement.

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10. Supplemental Statements of Cash Flow Information

Supplemental disclosure of cash flow information:

	Nine months ended September 30,

	2002		2001

Cash paid for interest	$	734	$	804

Cash paid for income taxes	$	62,179	$	23,085

Supplemental schedule of noncash transactions:

	Nine months ended September 30,

	2002		2001

Stock-based compensation	$	5,550	$	6,831

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PART I – FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued)

11. Subsequent Events

BlackRock Inc. Long-Term Retention and Incentive Program

On October 10, 2002, the Company finalized the BlackRock, Inc. Long-Term Retention and Incentive Program (the “Plan”). The Plan permits the grant of up to 3.5 million stock options at market, subject to vesting at December 31, 2006, and $240 million in deferred compensation awards (the “Compensation Awards”), subject to the achievement of certain performance hurdles no later than March 2007. If the performance hurdles are achieved, up to $200 million of the Compensation Awards will be funded with up to 4 million shares of BlackRock common stock to be surrendered by PNC and distributed to Plan participants, less withholding. In addition, distributed shares to Plan participants will include an option to put such distributed shares back to BlackRock at fair market value. BlackRock will fund the remainder of the Compensation Awards with up to $40 million in cash.

The Compensation Awards will vest at the end of any three-month period beginning in 2005 or 2006 during which the daily average closing price of the Company’s common stock is at least $65 per share. If that performance hurdle is not achieved, the Company’s Compensation Committee of its Board of Directors may, in its sole discretion, vest a portion of the Compensation Awards if the Company realizes compound annual growth in diluted earnings per share of at least 10% from January 1, 2002 to December 31, 2006 and the Company’s publicly-traded stock performs in the top half of its peer group during that time.

There will be no expense recognition associated with the Compensation Awards unless vesting occurs or a partial vesting determination by the Compensation Committee is considered probable and estimable. Once this determination is made, BlackRock will record compensation expense for the pro rata portion of the Compensation Awards earned to date. Compensation expense for the remaining Compensation Awards will be recognized ratably through March 31, 2007. In addition, at the time that the BlackRock common stock portion of the Compensation Awards are distributed, BlackRock will record an increase in stockholders’ equity equal to the fair market value of the BlackRock common stock distributed to employees from shares surrendered by PNC. There will be no change in fully diluted shares upon vesting of the Compensation Awards because shares surrendered by PNC to fund the Compensation Awards are already issued and outstanding.

The terms of the Plan are subject to regulatory approval and to approval by BlackRock’s stockholders at the next annual meeting in May 2003.

Acquisition

On November 4, 2002, the Company purchased certain assets and liabilities of Cyllenius Partners GP, LLC and Cyllenius Capital Management LP (collectively, “Cyllenius”) for $1.9 million in cash at closing. Cyllenius serves as investment manager and general partner to several investment vehicles trading primarily in all-cap growth equity securities. The ultimate purchase price of Cyllenius may include future contingent payments based upon the performance of Cyllenius’ current investment vehicles and growth in the Company’s Boston-based small and mid cap growth equity investment advisory business as a whole. The contingent payments will be made on or about August 31, 2003 and January 30, 2004.

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PART I – FINANCIAL INFORMATION (continued)
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations

BlackRock, Inc., a Delaware corporation (together, with its subsidiaries, “BlackRock” or the “Company”), is one of the largest publicly traded investment management firms in the United States with approximately $246 billion of assets under management at September 30, 2002. BlackRock manages assets on behalf of institutional and individual investors worldwide through a variety of equity, fixed income, liquidity and alternative investment separate accounts and mutual funds, including the BlackRock Funds and the BlackRock Provident Institutional Funds (“BPIF”). In addition, BlackRock provides risk management and investment system services and products to institutional investors under the BlackRock Solutions name. BlackRock is a majority-owned indirect subsidiary of The PNC Financial Services Group, Inc. (“PNC”), one of the largest diversified financial services companies in the United States, operating businesses engaged in regional community banking, corporate banking, real estate finance, asset-based lending, wealth management, asset management and global fund services. As of September 30, 2002, PNC indirectly owns approximately 69%, the public owns approximately 16% and BlackRock employees own approximately 15% of BlackRock.

The following table summarizes BlackRock’s operating performance for the three months ended September 30, 2002, September 30, 2001 and June 30, 2002 and nine months ended September 30, 2002 and September 30, 2001:

BlackRock, Inc.
Financial Highlights
(Dollar amounts in thousands, except share data or otherwise stated)
(unaudited)

	Three months ended									Variance vs.

	September 30,						June 30,			September 30, 2001						June 30, 2002

	2002			2001			2002			Amount			%			Amount			%

Total revenue	$	137,132		$	134,782		$	156,695		$	2,350			2	%	$	(19,563	)		(12	)%
Total expense	$	81,636		$	92,250		$	101,990		$	(10,614	)		(12	)%	$	(20,354	)		(20	)%
Operating income	$	55,496		$	42,532		$	54,705		$	12,964			30	%	$	791			1	%
Net income	$	33,165		$	27,376		$	34,836		$	5,789			21	%	$	(1,671	)		(5	)%
Diluted earnings per share	$	0.51		$	0.42		$	0.53		$	0.09			21	%	$	(0.02	)		(4	)%
Average diluted shares outstanding		65,338,340			64,947,840			65,333,228			390,500			1	%		5,112			0	%
EBITDA ^(a)	$	61,160		$	52,190		$	63,684		$	8,970			17	%	$	(2,524	)		(4	)%
Operating margin ^(b)		42.9	%		35.5	%		37.8	%
Assets under management ($ in millions)	$	245,863		$	225,596		$	249,778		$	20,267			9	%	$	(3,915	)		(2	)%

	Nine months ended September 30,						Variance vs.

	2002			2001			Amount		%

Total revenue	$	439,940		$	403,753		$	36,187		9	%
Total expense	$	279,804		$	276,593		$	3,211		1	%
Operating income	$	160,136		$	127,160		$	32,976		26	%
Net income	$	99,401		$	79,102		$	20,299		26	%
Diluted earnings per share	$	1.52		$	1.22		$	0.30		25	%
Average diluted shares outstanding		65,303,080			64,897,087			405,993		1	%
EBITDA ^(a)	$	183,530		$	153,443		$	30,087		20	%
Operating margin ^(b)		39.3	%		35.7	%
Assets under management ($ in millions)	$	245,863		$	225,596		$	20,267		9	%

(a) Earnings before interest expense, taxes, depreciation and amortization.
(b) Operating income divided by total revenue less fund administration and servicing costs - affiliates.

- 13 -

PART I – FINANCIAL INFORMATION (continued)
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

General

BlackRock derives a substantial portion of its revenue from investment advisory and administration fees, which are recognized as the services are performed. Such fees are primarily based on predetermined percentages of the market value of assets under management and are affected by changes in assets under management, including market appreciation or depreciation and net subscriptions or redemptions. Net subscriptions or redemptions represent the sum of new client assets, additional fundings from existing clients, withdrawals of assets from and termination of client accounts and purchases and redemptions of mutual fund shares.

Investment advisory agreements for certain separate accounts and BlackRock’s alternative investment products provide for performance fees in addition to fees based on assets under management. Performance fees are earned when investment performance exceeds a contractual threshold or as fixed percentage of actual returns over stipulated performance periods and, accordingly, may increase the volatility of BlackRock’s revenue and earnings.

BlackRock provides a variety of risk management and technology investment system services to insurance companies, finance companies, pension funds, foundations, REITs, commercial and mortgage banks, savings institutions and government agencies. These services are provided under the brand name BlackRock Solutions and include a wide array of risk management services and enterprise investment system outsourcing to clients. The fees earned on risk management advisory assignments are recorded as other income.

Operating expense primarily consists of employee compensation and benefits, fund administration and servicing costs-affiliates, and general and administration expense. Employee compensation and benefits expense reflects salaries, deferred and incentive compensation and related benefit costs. Fund administration and servicing costs-affiliates expense reflects payments made to PNC affiliated entities, primarily associated with the administration and servicing of PNC client investments in the BlackRock Funds . Intangible assets at September 30, 2002 and December 31, 2001 were $181.1 million and $181.7 million, respectively, with amortization expense of $0.2 million and $2.6 million for the three months ended September 30, 2002 and 2001, respectively, and $0.6 million and $7.8 million for the nine months ended September 30, 2002 and September 30, 2001, respectively. Intangible assets reflect PNC’s acquisition of BlackRock Financial Management, L.P. (“BFM”) on February 28, 1995 and a management contract acquired in connection with the agreement and plan of merger of CORE Cap, Inc. with Anthracite Capital, Inc., a BlackRock managed REIT, on May 15, 2000. On July 20, 2001, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets,” which changed the accounting for goodwill from an amortization method to an impairment-only approach. The amortization of goodwill, including goodwill recognized relating to past business combinations, ceased upon adoption of the new statement. As required, BlackRock performs impairment testing for goodwill at a reporting unit level on at least an annual basis. The new statement also addresses other accounting matters, disclosure requirements and financial statement presentation issues relating to goodwill and other intangible assets. The Company adopted SFAS No. 142, effective on January 1, 2002, as required. As a result of adopting SFAS No. 142, the Company’s diluted earnings per share has increased by approximately $.06 per share during the nine months ended September 30, 2002. Assuming no impairment adjustments are necessary, no future business combinations and no other changes to goodwill, the Company expects diluted earnings per share to increase by approximately $.02 per share during the remainder of 2002 as a result of the cessation of goodwill amortization.

Assets Under Management

Assets under management increased $20.3 billion, or 9%, to $245.9 billion at September 30, 2002, compared with $225.6 billion at September 30, 2001. The growth in assets under management was attributable to an increase of $24.3 billion, or 17%, in separate accounts which was partially offset by a $4.1 billion, or 5%, decrease in mutual fund assets.

- 14 -

PART I – FINANCIAL INFORMATION (continued)
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Assets Under Management (continued)

The increase in separate accounts at September 30, 2002, as compared with September 30, 2001, was the result of net subscriptions of $17.8 billion and market appreciation of $6.5 billion. Net subscriptions in fixed income, equity, and alternative investment product accounts were $18.7 billion, $2.1 billion, and $1.0 billion, respectively, while liquidity-securities lending and liquidity separate account assets experienced net redemption of $2.4 billion and $1.6 billion, respectively. The rise in fixed income and alternative investment product separate account assets was attributable to new client sales and increased fundings from existing clients associated with solid relative investment performance and client service and included approximately $4.7 billion of merger related terminations. The growth in equity separate account assets primarily reflected new business from international equity mandates of $2.3 billion and was partially offset by $0.3 billion of domestic equity redemptions due to weak relative investment performance and the continued decline in the U.S. stock markets. Net redemptions in liquidity-securities lending separate accounts reflect lower levels of cash collateral managed for PFPC Worldwide, Inc., a PNC affiliate, associated with the decline in equity markets. Market appreciation of $6.5 billion in separate accounts largely reflected appreciation in fixed income assets of $8.8 billion due to declining interest rates, partially offset by market depreciation in equity assets of $1.9 billion.

The $4.1 billion decrease in mutual fund assets since September 30, 2001 reflected net redemptions of $3.2 billion and $0.9 billion of market depreciation primarily in the BlackRock Funds due to the decline in the equity markets, the implementation of open architecture distribution strategies by PNC and poor relative performance in a number of key products. Net redemptions in the BPIF and BlackRock Funds since September 30, 2001 were $3.6 billion and $3.2 billion, respectively, and were partially offset by $3.4 billion in net subscriptions in the closed-end funds. The decrease in BPIF assets largely reflected more favorable yields available in the overnight markets. Net redemptions in the BlackRock Funds since September 30, 2001 primarily reflected withdrawals by PNC’s private banking clients. The increase in closed-end funds was the result of the Company’s offering of new closed-end funds.

Assets under management decreased $3.9 billion, or 2%, from $249.8 billion at June 30, 2002 to $245.9 billion at September 30, 2002. The decrease in assets under management was attributable to a $6.5 billion decrease in mutual funds which was partially offset by a $2.6 billion increase in separate accounts.

The decrease in mutual fund assets since June 30, 2002 was due to net redemptions of $5.9 billion and market depreciation of $0.6 billion primarily in the BlackRock Funds as a result of the decline in the equity markets. Net redemptions in BPIF and the BlackRock Funds were $5.8 billion and $1.0 billion, respectively, and were partially offset by net subscriptions of $0.8 billion in closed-end funds. As previously discussed, the decrease in BPIF assets was due to the availability of higher yields in the overnight markets. The decrease in BlackRock Fund assets was due to withdrawals by PNC related accounts and to weak relative performance in certain equity products. The increase in closed-end funds was due to the launch of several new funds during the quarter.

- 15 -

PART I – FINANCIAL INFORMATION (continued)
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Assets Under Management (continued)

The increase in separate account assets compared with June 30, 2002 was the result of $0.4 billion in net subscriptions and $2.2 billion of market appreciation. Net subscriptions in fixed income, equity and alternative investment products were $0.3 billion, $0.6 billion and $0.3 billion, respectively, and were partially offset by net redemptions in liquidity and liquidity-securities lending separate accounts of $0.8 billion. Market appreciation in fixed income accounts of $4.8 billion was partially offset by market depreciation in equity accounts of $2.4 billion.

BlackRock, Inc.
Assets Under Management
(Dollar amounts in millions)
(unaudited)

										September 30,				December 31,

										2002		2001		2001

All Accounts
									Fixed income	$	164,310	$	132,321	$	135,242
									Liquidity		63,557		71,277		79,753
									Equity		12,506		17,119		18,280
								Alternative investment products			5,490		4,879		5,309

Total										$	245,863	$	225,596	$	238,584

Separate Accounts
							Fixed income			$	145,839	$	118,336	$	119,488
							Liquidity				5,438		6,987		6,831
						Liquidity-Securities lending					5,693		8,069		10,781
						Equity					8,322		8,185		9,577
					Alternative investment products						5,490		4,879		5,309

				Subtotal							170,782		146,456		151,986

Mutual Funds
				Fixed income							18,471		13,985		15,754
			Liquidity								52,426		56,221		62,141
		Equity									4,184		8,934		8,703

	Subtotal										75,081		79,140		86,598

Total										$	245,863	$	225,596	$	238,584

- 16 -

PART I – FINANCIAL INFORMATION (continued)
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

The following tables present the component changes in BlackRock’s assets under management for the three months and nine months ended September 30, 2002 and 2001, respectively. The data reflects certain reclassifications to conform with the current year’s presentation.

BlackRock, Inc.
Component Changes in Assets Under Management
(Dollar amounts in millions)
(unaudited)

	Three months ended September 30,						Nine months ended September 30,

	2002			2001			2002			2001

All Accounts
Beginning assets under management	$	249,778		$	212,694		$	238,584		$	203,769
Net subscriptions (redemptions)		(5,546	)		11,006			2,352			19,080
Market appreciation		1,631			1,896			4,927			2,747

Ending assets under management	$	245,863		$	225,596		$	245,863		$	225,596

Separate Accounts
Beginning assets under management	$	168,176		$	140,005		$	151,986		$	133,743
Net subscriptions		357			2,775			12,435			6,672
Market appreciation		2,249			3,676			6,361			6,041

Ending assets under management		170,782			146,456			170,782			146,456

Mutual Funds
Beginning assets under management		81,602			72,689			86,598			70,026
Net subscriptions (redemptions)		(5,903	)		8,231			(10,083	)		12,408
Market depreciation		(618	)		(1,780	)		(1,434	)		(3,294	)

Ending assets under management		75,081			79,140			75,081			79,140

Total	$	245,863		$	225,596		$	245,863		$	225,596

- 17 -

BlackRock, Inc.
Assets Under Management
Quarterly Trend
(Dollar amounts in millions)
(unaudited)

	2001						2002									Nine months ended September 30, 2002

	September 30			December 31			March 31			June 30			September 30

Separate Accounts
Fixed Income
Beginning assets under management	$	110,483		$	118,336		$	119,488		$	123,983		$	140,738		$	119,488
Net subscriptions		2,959			1,731			4,437			12,270			281			16,988
Market appreciation (depreciation)		4,894			(579	)		58			4,485			4,820			9,363

Ending assets under management		118,336			119,488			123,983			140,738			145,839			145,839

Liquidity
Beginning assets under management		6,782			6,987			6,831			5,441			5,516			6,831
Net subscriptions (redemptions)		181			(171	)		(1,395	)		80			(92	)		(1,407	)
Market appreciation (depreciation)		24			15			5			(5	)		14			14

Ending assets under management		6,987			6,831			5,441			5,516			5,438			5,438

Liquidity-Securities Lending
Beginning assets under management		10,004			8,069			10,781			9,544			6,435			10,781
Net subscriptions (redemptions)		(1,935	)		2,712			(1,237	)		(3,109	)		(742	)		(5,088	)

Ending assets under management		8,069			10,781			9,544			6,435			5,693			5,693

Equity
Beginning assets under management		8,257			8,185			9,577			9,445			10,119			9,577
Net subscriptions (redemptions)		1,144			675			(80	)		884			598			1,402
Market appreciation (depreciation)		(1,216	)		717			(52	)		(210	)		(2,395	)		(2,657	)

Ending assets under management		8,185			9,577			9,445			10,119			8,322			8,322

Alternative Investment Products
Beginning assets under management		4,479			4,879			5,309			5,541			5,368			5,309
Net subscriptions		426			411			164			64			312			540
Market appreciation (depreciation)		(26	)		19			68			(237	)		(190	)		(359	)

Ending assets under management		4,879			5,309			5,541			5,368			5,490			5,490

Total Separate Accounts
Beginning assets under management		140,005			146,456			151,986			153,954			168,176			151,986
Net subscriptions		2,775			5,358			1,889			10,189			357			12,435
Market appreciation		3,676			172			79			4,033			2,249			6,361

Ending assets under management	$	146,456		$	151,986		$	153,954		$	168,176		$	170,782		$	170,782

Mutual Funds
Fixed Income
Beginning assets under management	$	12,326		$	13,985		$	15,754		$	16,270		$	17,175		$	15,754
Net subscriptions		1,397			2,000			644			565			950			2,159
Market appreciation (depreciation)		262			(231	)		(128	)		340			346			558

Ending assets under management		13,985			15,754			16,270			17,175			18,471			18,471

Liquidity
Beginning assets under management		48,829			56,221			62,141			59,994			58,648			62,141
Net subscriptions (redemptions)		7,392			5,920			(2,147	)		(1,347	)		(6,223	)		(9,717	)
Market appreciation		—			—			—			1			1			2

Ending assets under management		56,221			62,141			59,994			58,648			52,426			52,426

Equity
Beginning assets under management		11,534			8,934			8,703			7,898			5,779			8,703
Net redemptions		(558	)		(1,040	)		(697	)		(1,198	)		(630	)		(2,525	)
Market appreciation (depreciation)		(2,042	)		809			(108	)		(921	)		(965	)		(1,994	)

Ending assets under management		8,934			8,703			7,898			5,779			4,184			4,184

Total Mutual Funds
Beginning assets under management		72,689			79,140			86,598			84,162			81,602			86,598
Net subscriptions (redemptions)		8,231			6,880			(2,200	)		(1,980	)		(5,903	)		(10,083	)
Market appreciation (depreciation)		(1,780	)		578			(236	)		(580	)		(618	)		(1,434	)

Ending assets under management	$	79,140		$	86,598		$	84,162		$	81,602		$	75,081		$	75,081

- 18 -

PART I – FINANCIAL INFORMATION (continued)
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

BlackRock, Inc.
Assets Under Management
Quarterly Trend
(Dollar amounts in millions)
(unaudited)

	2001						2002									Nine months ended September 30, 2002

	September 30			December 31			March 31			June 30			September 30

Mutual Funds
BlackRock Funds
Beginning assets under management	$	24,589		$	22,790		$	24,195		$	22,176		$	20,264		$	24,195
Net subscriptions (redemptions)		49			755			(1,830	)		(1,123	)		(976	)		(3,929	)
Market appreciation (depreciation)		(1,848	)		650			(189	)		(789	)		(804	)		(1,782	)

Ending assets under management		22,790			24,195			22,176			20,264			18,484			18,484

BlackRock Global Series
Beginning assets under management		134			127			149			247			208			149
Net subscriptions (redemptions)		1			13			95			(52	)		(4	)		39
Market appreciation (depreciation)		(8	)		9			3			13			(16	)		—

Ending assets under management		127			149			247			208			188			188

BPIF
Beginning assets under management		41,954			48,889			53,167			52,534			51,127			53,167
Net subscriptions (redemptions)		6,935			4,278			(633	)		(1,407	)		(5,799	)		(7,839	)

Ending assets under management		48,889			53,167			52,534			51,127			45,328			45,328

Closed End Funds
Beginning assets under management		5,440			6,728			8,512			8,611			9,393			8,512
Net subscriptions		1,212			1,865			149			586			830			1,565
Market appreciation (depreciation)		76			(81	)		(50	)		196			202			348

Ending assets under management		6,728			8,512			8,611			9,393			10,425			10,425

Short Term Investment Funds (STIF)
Beginning assets under management		572			606			575			594			610			575
Net subscriptions (redemptions)		34			(31	)		19			16			46			81

Ending assets under management		606			575			594			610			656			656

Total Mutual Funds
Beginning assets under management		72,689			79,140			86,598			84,162			81,602			86,598
Net subscriptions (redemptions)		8,231			6,880			(2,200	)		(1,980	)		(5,903	)		(10,083	)
Market appreciation (depreciation)		(1,780	)		578			(236	)		(580	)		(618	)		(1,434	)

Ending assets under management	$	79,140		$	86,598		$	84,162		$	81,602		$	75,081		$	75,081

- 19 -

PART I – FINANCIAL INFORMATION (continued)
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Operating results for the three months ended September 30, 2002 as compared with the three months ended September 30, 2001.

Revenue

Total revenue for the three months ended September 30, 2002 increased $2.4 million, or 2%, to $137.1 million compared with $134.8 million for the three months ended September 30, 2001. Investment advisory and administration fees decreased $2.0 million, or 2%, to $122.2 million for the three months ended September 30, 2002, compared with $124.2 million for the three months ended September 30, 2001. The decrease in investment advisory and administration fees was primarily due to a $11.5 million decrease in separate account performance fees and a decrease of $0.7 million in mutual fund revenues, partially offset by an increase in separate account base fees of $10.2 million. Other income of $15.0 million increased $4.4 million, or 41%, for the three months ended September 30, 2002 compared with $10.6 million for the three months ended September 30, 2001 primarily due to increased sales of BlackRock Solutions products and portfolio accounting services.

		Three months ended September 30,				Variance

Dollar amounts in thousands		2002		2001		Amount			%

		(unaudited)
Investment advisory and administration fees:
	Mutual funds	$	52,009	$	52,751	$	(742	)		(1.4	)%
	Separate accounts		70,149		71,430		(1,281	)		(1.8	)

Total investment advisory and administration fees			122,158		124,181		(2,023	)		(1.6	)
Other income			14,974		10,601		4,373			41.3

Total revenue		$	137,132	$	134,782	$	2,350			1.7	%

Mutual fund advisory and administration fees for the third quarter decreased $0.7 million, or 1%, to $52.0 million compared with $52.8 million for the three months ended September 30, 2001, with strong growth in BPIF and closed-end fund revenue of approximately $6.8 million and $3.8 million, respectively, which was more than offset by an $11.4 million, or 39%, decline in revenue earned from the BlackRock Funds . PNC related clients accounted for $8.6 million, or 76%, of the $11.4 million decline in revenue earned from the BlackRock Funds . The increase in BPIF revenue was due to an increase in average assets under management of $6.9 billion, or 15%, as compared with the third quarter of 2001 resulting from expanded sales efforts, solid investment performance and investors’ flight to quality. The rise in closed-end fund revenue was a result of an increase in assets of $3.7 billion, or 55%, primarily due to BlackRock’s new fund offerings. The decrease in BlackRock Funds revenue was attributable to a decrease in assets of $4.3 billion, or 19%, primarily due to the continued weakness in the equity markets, the implementation of open architecture distribution strategies by PNC and poor relative investment performance in a number of key products. BlackRock offered four new closed-end funds with assets of approximately $0.6 billion in October 2002.

- 20 -

PART I – FINANCIAL INFORMATION (continued)
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Operating results for the three months ended September 30, 2002 as compared with the three months ended September 30, 2001. (continued)

Separate account revenue decreased $1.3 million, or 2%, to $70.1 million for the three months ended September 30, 2002, compared with $71.4 million for the three months ended September 30, 2001. Excluding performance fees, advisory fees on separate accounts increased $10.2 million, or 18%, to $67.7 million for the three months ended September 30, 2002 compared with $57.4 million for the three months ended September 30, 2001. The increase was driven by a $24.3 billion, or 17%, increase in separate account assets under management, particularly in fixed income separate accounts, which increased $27.5 billion, and was partially offset by a decrease in “low fee” liquidity and liquidity-securities lending separate accounts of $3.9 billion. Performance fees of $2.5 million for the three months ended September 30, 2002 decreased $11.5 million, or 82%, compared with $14.0 million for the three months ended September 30, 2001. As discussed in BlackRock’s Form 10-Q filing for the second quarter of 2002, recent fund investment losses have resulted in a high water mark for the Company’s fixed income hedge fund which resulted in no earned performance fees for the three months ended September 30, 2002 as compared to $10.1 million earned for the three months ended September 30, 2001. BlackRock cannot generate additional performance fees on the fund until such time as positive investment performance exceeds the high water mark. The fund’s recent investment losses will substantially reduce the likelihood of earning additional performance fees for the remainder of 2002 and 2003.

	Three months ended September 30,				Variance

Dollar amounts in thousands	2002		2001		Amount			%

	(unaudited )
Mutual funds revenue
BlackRock Funds	$	18,199	$	29,587	$	(11,388	)		(38.5	)%
BPIF		22,802		15,986		6,816			42.6
Closed End Funds		10,788		6,974		3,814			54.7
STIF		220		204		16			7.8

Total mutual funds revenue		52,009		52,751		(742	)		(1.4	)

Separate accounts revenue
Separate account base fees		67,653		57,422		10,231			17.8
Separate account performance fees		2,496		14,008		(11,512	)		(82.2	)

Total separate accounts revenue		70,149		71,430		(1,281	)		(1.8	)

Total investment advisory and administration fees		122,158		124,181		(2,023	)		(1.6	)

Other income		14,974		10,601		4,373			41.3

Total revenue	$	137,132	$	134,782	$	2,350			1.7	%

- 21 -

PART I – FINANCIAL INFORMATION (continued)
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Operating results for the three months ended September 30, 2002 as compared with the three months ended September 30, 2001. (continued)

Expense

Total expense decreased $10.6 million, or 12%, to $81.6 million for the three months ended September 30, 2002, compared with $92.3 million for the three months ended September 30, 2001. The change primarily reflects decreases in employee compensation and benefits, fund administration and servicing costs-affiliates and amortization of intangible assets, partially offset by an increase in general and administration expense.

		Three months ended September 30,				Variance

Dollar amounts in thousands		2002		2001		Amount			%

		(unaudited )
Employee compensation and benefits		$	50,156	$	53,932	$	(3,776	)		(7.0	)%
Fund administration and servicing costs-affiliates			7,831		15,016		(7,185	)		(47.8	)
General and administration			23,448		20,689		2,759			13.3
Amortization of intangible assets			201		2,613		(2,412	)		(92.3	)

	Total expense	$	81,636	$	92,250	$	(10,614	)		(11.5	)%

Employee compensation and benefits decreased $3.8 million, or 7%, primarily due to decreases in incentive compensation expense of $6.1 million associated with the reduction of hedge fund performance fees and $2.0 million attributable to investment losses with respect to senior employee elections under the Company’s Voluntary and Involuntary Deferred Compensation Plans. The decreases were partially offset by increases of $2.7 million in salaries and benefits due to an increase in full-time employees to support business growth and $1.6 million in incentive compensation accruals based on the growth of operating income. For the three months ended September 30, 2002, fund administration and servicing costs-affiliates declined $7.2 million, or 48%, due to lower levels of PNC client assets invested in the BlackRock Funds and the effect of a revised investment services agreement with PNC, which became effective on July 1, 2002. PNC client related revenue subject to fund administration and servicing payments declined $7.8 million compared to the prior year’s third quarter. General and administration expense increased $2.8 million, or 13%, to $23.4 million for the three months ended September 30, 2002 compared with $20.7 million for the three months ended September 30, 2001 largely due to higher marketing and promotional expenses and increased occupancy and technology related costs. Amortization of intangible assets decreased due to the adoption of SFAS No. 142, “Goodwill and Other Intangible Assets,” effective January 1, 2002, which changed the accounting for goodwill from an amortization method to an impairment-only approach.

- 22 -

PART I – FINANCIAL INFORMATION (continued)
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Operating results for the three months ended September 30, 2002 as compared with the three months ended September 30, 2001. (continued)

		Three months ended September 30,				Variance

Dollar amounts in thousands		2002		2001		Amount			%

		(unaudited )
General and administration expense:
Marketing and promotional		$	6,722	$	5,227	$	1,495			28.6	%
Occupancy			4,903		3,682		1,221			33.2
Technology			4,262		3,540		722			20.4
Other general and administration			7,561		8,240		(679	)		(8.2	)

	Total general and administration expense	$	23,448	$	20,689	$	2,759			13.3	%

Marketing and promotional expense of $6.7 million for the three months ended September 30, 2002 increased $1.5 million, or 29%, primarily due to increased institutional marketing costs and expenses related to increased sales of existing products and the launch of new closed-end funds. Occupancy expense of $4.9 million for the three months ended September 30, 2002 increased $1.2 million due to higher depreciation and leasehold costs associated with corporate facility expansion at 40 East 52 ^nd Street, New York, New York, Wilmington, Delaware, San Francisco, California, Boston, Massachusetts and Hong Kong. Technology expenses increased approximately $0.7 million, or 20%, to $4.3 million for the three months ended September 30, 2002 as a result of higher depreciation charges associated with the completion of new data processing facilities in New York and Delaware, and capitalized investments to support the growth of BlackRock Solutions . The decrease in other general and administration expense was primarily due to foreign currency remeasurement gains on revenues earned by the Company’s Scotland-based subsidiary during the three months ended September 30, 2002 and a non-recurring charitable contribution in 2001 related to the events of September 11, 2001.

Operating Income and Net Income

Operating income was $55.5 million for the three months ended September 30, 2002, representing a $13.0 million, or 30%, increase compared with the three months ended September 30, 2001. Non-operating income decreased $2.5 million to $0.2 million for the three months ended September 30, 2002 as compared to $2.7 million for the three months ended September 30, 2001. The decrease was primarily due to investment losses with respect to senior employee elections under BlackRock’s Voluntary and Involuntary Deferred Compensation Plans. Income tax expense was $22.6 million and $17.9 million, representing effective tax rates of 40.5% and 39.5% for the three months ended September 30, 2002 and September 30, 2001, respectively. Net income totaled $33.2 million for the three months ended September 30, 2002 compared with $27.4 million for the three months ended September 30, 2001, representing an increase of $5.8 million, or 21%.

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PART I – FINANCIAL INFORMATION (continued)
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Operating results for the nine months ended September 30, 2002 as compared with the nine months ended September 30, 2001.

Revenue

Total revenue for the nine months ended September 30, 2002 increased $36.2 million, or 9%, to $439.9 million compared with $403.8 million for the nine months ended September 30, 2001. Investment advisory and administration fees increased $21.5 million, or 6%, to $397.4 million for the nine months ended September 30, 2002, compared with $375.9 million for the nine months ended September 30, 2001. The growth in investment advisory and administration fees was primarily due to a 9% increase in assets under management to $245.9 billion at September 30, 2002. Other income of $42.5 million increased $14.7 million, or 53%, for the nine months ended September 30, 2002 compared with $27.9 million for the nine months ended September 30, 2001 primarily due to increased sales of BlackRock Solutions products.

		Nine months ended September 30,				Variance

Dollar amounts in thousands		2002		2001		Amount			%

		(unaudited )
Investment advisory and administration fees:
	Mutual funds	$	162,004	$	162,458	$	(454	)		(0.3	)%
	Separate accounts		235,420		213,439		21,981			10.3

Total investment advisory and administration fees			397,424		375,897		21,527			5.7
Other income			42,516		27,856		14,660			52.6

Total revenue		$	439,940	$	403,753	$	36,187			9.0	%

Mutual fund advisory and administration fees decreased $0.5 million to $162.0 million for the nine months ended September 30, 2002, compared with $162.5 million for the nine months ended September 30, 2001. The decrease in mutual fund revenue was the result of a decrease of $27.4 million, or 29%, in BlackRock Funds revenue and was substantially offset by increases in BPIF, closed-end fund and STIF revenue of $18.7 million, $8.1 million and $0.1 million, respectively. The increase in BPIF revenue was primarily due to increases in average assets under management of approximately $11.8 billion or 28% during the nine months ended September 30, 2002 resulting from expanded sales efforts, solid investment performance and investors’ flight to quality. The rise in closed-end fund revenue was a result of an increase in assets of $3.7 billion, or 55%, due to BlackRock’s new fund offerings. The decrease in BlackRock Funds revenue was attributable to a decrease in assets of $4.3 billion, or 19%, primarily due to the continued weakness in the equity markets, the implementation of open architecture distribution strategies by PNC and poor relative investment performance in a number of key products. BlackRock offered four new closed-end funds with assets of approximately $0.6 billion in October 2002.

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PART I – FINANCIAL INFORMATION (continued)
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Operating results for the nine months ended September 30, 2002 as compared with the nine months ended September 30, 2001. (continued)

Separate account revenue increased $22.0 million, or 10%, to $235.4 million for the nine months ended September 30, 2002, compared with $213.4 million for the nine months ended September 30, 2001. Excluding performance fees, advisory fees on separate accounts increased $32.8 million, or 20%, to $195.6 million for the nine months ended September 30, 2002 compared with $162.8 million for the nine months ended September 30, 2001. The increase reflected a $24.3 billion, or 17%, increase in separate account assets under management particularly in fixed income separate accounts, which increased $27.5 billion, and was partially offset by a decrease in “low fee” liquidity and liquidity-securities lending separate accounts of $3.9 billion. Performance fees of $39.8 million for the nine months ended September 30, 2002 decreased $10.8 million, or 21%, compared with $50.6 million for the nine months ended September 30, 2001. As discussed in BlackRock’s Form 10-Q filing for the second quarter of 2002, fund investment losses have resulted in a high water mark for the Company’s fixed income hedge fund which resulted in a decrease in earned incentive fees of $13.7 million, or 31%, to $30.4 million for the nine months ended September 30, 2002 compared with $44.1 for the nine months ended September 30, 2002. BlackRock cannot generate additional performance fees on the fund until such time as positive investment performance exceeds the high water mark. The fund’s recent investment losses will substantially reduce the likelihood of earning additional performance fees for the remainder of 2002 and 2003.

	Nine months ended September 30,				Variance

Dollar amounts in thousands	2002		2001		Amount			%

	(unaudited )
Mutual funds revenue
BlackRock Funds	$	66,786	$	94,190	$	(27,404	)		(29.1	)%
BPIF		64,439		45,730		18,709			40.9
Closed End Funds		30,149		22,049		8,100			36.7
STIF		630		489		141			28.8

Total mutual funds revenue		162,004		162,458		(454	)		(0.3	)

Separate accounts revenue
Separate account base fees		195,603		162,843		32,760			20.1
Separate account performance fees		39,817		50,596		(10,779	)		(21.3	)

Total separate accounts revenue		235,420		213,439		21,981			10.3

Total investment advisory and administration fees		397,424		375,897		21,527			5.7
Other income		42,516		27,856		14,660			52.6

Total revenue	$	439,940	$	403,753	$	36,187			9.0	%

- 25 -

PART I – FINANCIAL INFORMATION (continued)
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Operating results for the nine months ended September 30, 2002 as compared with the nine months ended September 30, 2001. (continued)

Expense

Total expense increased $3.2 million, or 1%, to $279.8 million for the nine months ended September 30, 2002, compared with $276.6 million for the nine months ended September 30, 2001. The change primarily reflects increases in employee compensation and benefits and general and administration expenses, partially offset by decreases in fund administration and servicing costs-affiliates and amortization of intangible assets.

		Nine months ended September 30,				Variance

Dollar amounts in thousands		2002		2001		Amount			%

		(unaudited )
Employee compensation and benefits		$	178,372	$	164,896	$	13,476			8.2	%
Fund administration and servicing costs-affiliates			32,925		47,428		(14,503	)		(30.6	)
General and administration			67,904		56,428		11,476			20.3
Amortization of intangible assets			603		7,841		(7,238	)		(92.3	)

	Total expense	$	279,804	$	276,593	$	3,211			1.2	%

Employee compensation and benefits increased $13.5 million primarily due to increased incentive compensation of $12.5 million reflecting accruals based on the growth of operating income and $8.0 million in salary and benefits offset by decreases of $5.5 million related to direct incentives on alternative product performance fees and $1.6 million attributable to investment losses with respect to senior employee elections under BlackRock’s Voluntary and Involuntary Deferred Compensation Plans. Salary and benefit cost increases were the result of an increase in full-time employees to support business growth. For the nine months ended September 30, 2002, fund administration and servicing costs-affiliates declined $14.5 million, or 31%, due to lower levels of PNC client assets invested in the BlackRock Funds and the effect of a revised investment services agreement with PNC which became effective on July 1, 2002. PNC client related revenue subject to fund administration and servicing payments declined $19.5 million for the nine month period ended September 30, 2002 compared with the prior year. General and administration expense increased $11.5 million, or 20%, to $67.9 million for the nine months ended September 30, 2002, compared with $56.4 million for the nine months ended September 30, 2001, largely due to higher marketing and promotional expenses and increased occupancy and technology costs. Amortization of intangible assets decreased due to the adoption of SFAS No. 142, “Goodwill and Other Intangible Assets” effective on January 1, 2002, which changed the accounting for goodwill from an amortization method to an impairment-only approach.

- 26 -

PART I – FINANCIAL INFORMATION (continued)
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Operating results for the nine months ended September 30, 2002 as compared with the nine months ended September 30, 2001. (continued)

		Nine months ended September 30,				Variance

Dollar amounts in thousands		2002		2001		Amount			%

		(unaudited )
General and administration expense:
Marketing and promotional		$	19,219	$	15,473	$	3,746			24.2	%
Occupancy			14,645		9,089		5,556			61.1
Technology			12,796		10,194		2,602			25.5
Other general and administration			21,244		21,672		(428	)		(2.0	)

	Total general and administration expense	$	67,904	$	56,428	$	11,476			20.3	%

Marketing and promotional expense increased $3.7 million, or 24%, to $19.2 million for the nine months ended September 30, 2002, compared to $15.5 million for the nine months ended September 30, 2001, primarily due to increased institutional marketing costs and expenses associated with launching new closed-end funds. Occupancy expense of $14.6 million for the nine months ended September 30, 2002 increased $5.6 million due to higher depreciation and leasehold amortization costs associated with corporate facility expansion at 40 East 52 ^nd Street, New York, New York, Wilmington, Delaware, San Francisco, California, Boston, Massachusetts and Hong Kong. Technology expenses increased approximately $2.6 million, or 26%, to $12.8 million for the nine months ended September 30, 2002 as a result of higher depreciation charges associated with the completion of new data processing facilities in New York and Delaware, and capitalized investments to support the growth of BlackRock Solutions .

Operating Income and Net Income

Operating income was $160.1 million for the nine months ended September 30, 2002, representing a $33.0 million, or 26%, increase compared with the nine months ended September 30, 2001. Non-operating income increased $0.1 million to $6.9 million for the nine months ended September 30, 2002 as compared with the nine months ended September 30, 2001. The increase was primarily due to an increase of $1.7 million in gains on the sale of securities and increased earnings on the Company’s corporate cash, offset by a $1.6 million decrease associated with investment losses with respect to senior employee elections under BlackRock’s Voluntary and Involuntary Deferred Compensation Plans. Income tax expense was $67.7 million and $54.9 million, representing effective tax rates of 40.5% and 41.0% for the nine months ended September 30, 2002 and September 30, 2001, respectively. Net income totaled $99.4 million for the nine months ended September 30, 2002 compared with $79.1 million for the nine months ended September 30, 2001, representing an increase of $20.3 million, or 26%.

Liquidity and Capital Resources

BlackRock meets its working capital requirements through cash generated by its operating activities. Cash provided by the Company’s operating activities totaled $96.9 million for the nine months ended September 30, 2002. Operating activities for the nine months ended September 30, 2002 included net purchases of investments, trading, of approximately $17.4 million, which represented initial investments with respect to senior employee elections under BlackRock’s Voluntary and Involuntary Deferred Compensation Plans. The increase in receivable from affiliates since December 31, 2001 was primarily due to the establishment of a deferred tax asset on the amounts transferred under BlackRock’s Voluntary and Involuntary Deferred Compensation Plans partially offset by a deferred tax liability related to the Company’s adoption of SFAS No. 142, which changed the accounting for goodwill from an amortization method to an impairment-only approach.

- 27 -

PART I – FINANCIAL INFORMATION (continued)
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Operating results for the nine months ended September 30, 2002 as compared with the nine months ended September 30, 2001. (continued)

Net cash flow used in investing activities was $64.2 million for the nine months ended September 30, 2002. Capital expenditures for the nine months ended September 30, 2002 for property and equipment was $38.4 million and primarily reflected construction costs for 40 East 52 ^nd Street, New York, New York, and the purchase of equipment to support corporate expansion and the growth of BlackRock Solutions . Net purchases of investments, available for sale, were $25.8 million for the nine months ended September 30, 2002, reflected net purchases of $143.3 million in the BlackRock Funds Low Duration Bond Portfolio and $2.6 million in seed investments partially offset by net redemptions of $85.1 million and $35.0 million in the BlackRock Funds Intermediate Bond Portfolio and the BlackRock Funds Core Plus Total Return Portfolio, respectively.

On November 4, 2002, the Company acquired certain assets and liabilities of Cyllenius Capital Management LLC (“Cyllenius”), an equity hedge fund manager, for $1.9 million in cash at closing. The ultimate purchase price for Cyllenius may include future contingent payments which are performance-based. The contingent payments will be made on or about August 31, 2003 and January 30, 2004.

Net cash flow used in financing activities was $6.7 million for the nine months ended September 30, 2002 and primarily represented treasury stock activity. During 2002, in connection with the Company’s Long-Term Deferred Compensation Plan, BlackRock repurchased approximately 150,000 shares of class A common stock at a fair market value of $42.33 per share from certain employees to facilitate required employee income tax payments. On May 2, 2001, BlackRock’s Board of Directors authorized BlackRock to repurchase up to 500,000 of its outstanding shares of class A common stock from time to time as market and business conditions warrant in open market or privately negotiated transactions. To date, BlackRock has purchased 45,600 shares of its outstanding class A common stock for $1.7 million under this repurchase program. In connection with the BlackRock Inc. 2001 Employee Stock Purchase Plan, BlackRock reissued approximately 44,000 shares of class A treasury stock to the participants on January 31, 2002 and issued approximately 36,000 of new shares of class A common stock on July 31, 2002. During February 2002, the Company also purchased class B common stock from a former BlackRock employee in the amount of $2.1 million.

Total capital at September 30, 2002 was $595.9 million and was comprised entirely of stockholders’ equity.

Investments, Available for Sale

As stated in BlackRock ’ s significant accounting policies, management continually assesses impairment on investments to determine if it is other than temporary. Based on an assessment as of the date of this Form 10-Q of certain seed investments in its proprietary mutual funds and changes in the projected future cash flows on the Company ’ s investments in collateralized bond obligations ( “ CBO ” ), management believes some level of impairment against these assets will need to be recorded in the fourth quarter of 2002. Preliminary evaluations would indicate that impairment charges could approximate $3.0 to $4.0 million. The charge would be recorded in non-operating income and will be partially offset by approximately $2.2 million of investment gains from the Company ’ s sale of its position in the BlackRock Funds Low Duration Bond Portfolio following the Federal Reserve Board ’ s decision on November 6, 2002 to lower interest rates by 0.5%.

Contractual Obligations and Commercial Commitments

BlackRock leases office space in New York, New York, Edinburgh, Scotland, Hong Kong, Tokyo, Japan, San Francisco, California, and Boston, Massachusetts under agreements which expire through 2017. Future minimum commitments under all operating leases are $176.8 million.

In connection with the management contract acquired associated with the agreement and plan of merger of CORE Cap, Inc. with Anthracite Capital, Inc., a BlackRock managed REIT, the Company recorded an $8.0 million liability using an imputed interest rate of 10%. At September 30, 2002, the future commitment under the agreement is $9.5 million.

As of November 13, 2002, BlackRock had an unused revolving line of credit, which will expire in December 2002, with PNC Bank, N.A., a wholly-owned subsidiary of PNC, whereby the Company may borrow principal amounts up to $175 million at prime rate (4.75% at September 30, 2002).

- 28 -

PART I – FINANCIAL INFORMATION (continued)
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

The Company enters into various contractual commitments with BlackRock sponsored funds in order to provide seed investments in new products. Approximately $6.8 million of these commitments remained unfunded at September 30, 2002.

Summary of Commitments:

(Dollar amounts in thousands)		Total		2002		2003		2004		2005		2006		Thereafter

Lease Commitments		$	175,549	$	2,860	$	11,496	$	11,371	$	10,833	$	10,877	$	128,112
Acquired Management Contract			9,500		—		1,500		1,500		1,500		1,000		4,000
Investment Commitments			6,800		6,800		—		—		—		—		—
Line of Credit with PNC Bank, N.A.			—		—		—		—		—		—		—

	Total Commitments	$	191,849	$	9,660	$	12,996	$	12,871	$	12,333	$	11,877	$	132,112

BlackRock, Inc. Long-Term Retention and Incentive Plan

On October 10, 2002, the Company finalized the BlackRock, Inc. Long-Term Retention and Incentive Program (the “Plan”). The Plan permits BlackRock to grant up to 3.5 million stock options at market, subject to vesting at December 31, 2006, and up to $240 million in deferred compensation awards (the “Compensation Awards”), with payment subject to the achievement of certain performance hurdles no later than March 2007. Initially, the Company expects to award 3.36 million stock options and $130 million in Compensation Awards to more than 100 senior professionals. The remainder of the Plan will be reserved for grants over the next two years to professionals who exhibit leadership qualities and demonstrate the potential to make significant contributions to the Company over time, including additional awards to professionals already participating in the Plan. If the performance hurdles are achieved, up to $200 million of the Compensation Awards will be funded with up to 4 million shares of BlackRock common stock to be surrendered by PNC and distributed to Plan participants, less withholding. In addition, distributed shares to Plan participants will include an option to put such distributed shares back to BlackRock at fair market value. BlackRock will fund the remainder of the Compensation Awards with up to $40 million in cash.

The Awards will vest at the end of any three-month period beginning in 2005 or 2006 during which the daily average closing price of BlackRock common stock is at least $65 per share. If that performance hurdle is not achieved, the Company’s Compensation Committee of its Board of Directors may, in its sole discretion, vest a portion of the Compensation Awards if the Company realizes compound annual growth in diluted earnings per share of at least 10% from January 1, 2002 to December 31, 2006 and the Company’s publicly-traded stock performs in the top half of the Company’s peer group during that time.

The terms of the Plan are subject to regulatory approval and to approval by BlackRock stockholders at the next annual meeting in May 2003.

- 29 -

PART I – FINANCIAL INFORMATION (continued)
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

BlackRock, Inc. Amended Initial Public Offering Agreement

On October 10, 2002, BlackRock entered into an amendment to the Initial Public Offering Agreement with PNC.

The amendment provides that, subject to certain notice requirements and evaluation and cure periods, PNC must deposit its shares of voting stock and common stock of BlackRock into a voting trust and refrain from soliciting proxies from holders of outstanding BlackRock capital securities if, within twelve months following a change of control of PNC or a change of control of BlackRock, a majority of BlackRock’s independent directors determine that such change of control has a material adverse effect on BlackRock and that adverse effect is not cured within a further three month period. Following the deposit of PNC’s shares into a voting trust as described above, PNC must, subject to the terms and conditions of the IPO Agreement, take one of the three following courses of action (i) within two years, dispose of its ownership interest in BlackRock voting stock, such that neither PNC nor its affiliates is the beneficial owner of more than 4.9% of any class of voting stock of BlackRock (and any shares of class B common stock deposited by PNC into the voting trust will be converted to class A common stock upon the election of this option (i)); (ii) proceed as expeditiously as is commercially reasonable to purchase all the outstanding BlackRock capital securities not held by PNC or its affiliates at the applicable Change of Control Price (which is defined in the Amendment); or (iii) proceed as expeditiously as is commercially reasonable to sell its ownership interest in BlackRock capital securities, such that neither PNC nor its affiliates is the beneficial owner of more than 4.9% of any class of voting stock of BlackRock, to a third party in a transaction in which such third party offers to purchase all the outstanding shares not held by PNC or its affiliates at a price per share not less than the price per share offered to PNC. If PNC takes action under (ii) or (iii) above, all awards under the Plan will vest and be immediately payable and the stock options granted under the Company’s 1999 Stock Award and Incentive Plan will vest and be exercisable.

A “change of control of PNC” will be deemed to occur when the board of directors of PNC determines that a change of control has occurred. However, at a minimum, a change of control will be deemed to occur if: (i) any person, excluding employee benefit plans, is the beneficial owner of securities of PNC representing between 20% to 40% of the combined voting power of PNC’s then outstanding securities, unless otherwise approved by the board of directors of PNC; (ii) PNC consummates a merger, consolidation, share exchange, division or other reorganization or transaction with any other corporation, other than a merger, consolidation, share exchange, division or other reorganization or transaction that results in the voting securities of PNC outstanding immediately prior thereto continuing to represent at least 60% of the combined voting power immediately after such transaction of (x) PNC’s outstanding securities, (y) the surviving entity’s outstanding securities, or (z) in the case of a division, the outstanding securities of each entity resulting from the division; (iii) the shareholders of PNC approve a plan of complete liquidation or winding-up of PNC or an agreement for the sale or disposition of all or substantially all of PNC’s assets; (iv) as a result of a proxy contest, members of the board of directors of PNC prior to the contest cease to constitute at least a majority of the board of directors of PNC; or (v) for any reason, members of the board of directors of PNC at the outset of any period of 24 consecutive months cease at any point during that period to constitute at least a majority of the board of directors of PNC.

A “change of control of BlackRock” will be deemed to occur if: (i) due to a transfer of BlackRock voting stock, a person other than PNC or its affiliates holds a majority of the voting power of BlackRock’s voting stock; (ii) whether by actual or threatened proxy contest or any merger, reorganization, consolidation or similar transaction, persons who are directors of BlackRock immediately prior to such proxy contest or the execution of the agreement pursuant to which such transaction is consummated (other than a director whose initial assumption of office was in connection with a prior actual or threatened proxy contest) cease to constitute a majority of the board of directors of BlackRock or any successor entity immediately following such proxy contest or the consummation of such transaction. Notwithstanding the forgoing, a transaction or series of transactions that is approved by a majority of BlackRock’s independent directors and pursuant to which all public stockholders and employees of BlackRock are given an opportunity to participate on substantially the same terms as PNC will not be deemed to constitute a change of control of BlackRock.

- 30 -

PART I – FINANCIAL INFORMATION (continued)
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

BlackRock, Inc. Amended and Restated Stockholders Agreement

On October 10, 2002, BlackRock entered into an amendment to the Amended and Restated Stockholders Agreement with PNC.

The amendment provides that nothing contained in the Amended and Restated Stockholders Agreement will be deemed to prohibit PNC or its affiliates from effecting a distribution (including, but not limited to, a spin-off or a split-off) of its BlackRock common stock to the public shareholders of PNC. The amendment also provides that the Amended and Restated Stockholders Agreement will remain in effect in the event PNC ceases to own shares of class B common stock as a result of such shares converting to shares of class A common stock in accordance with the terms of the Initial Public Offering Agreement, as amended. A “change of control of PNC” and a “change of control of BlackRock” will have the same meanings assigned to such terms in the Initial Public Offering Agreement, as amended.

- 31 -

PART I – FINANCIAL INFORMATION (continued)
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Critical Accounting Policies

Significant intercompany accounts and transactions between the consolidated entities have been eliminated. The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The Company follows the same accounting policies in the preparation of interim reports as set forth in the Annual Report on Form 10-K for the year ended December 31, 2001. Management considers the following accounting policies critical to an informed review of BlackRock’s consolidated financial statements.

	Investments

	The Company’s investments are classified as trading and available for sale. Investments, trading, represent investments made by the Company, and held in a Rabbi Trust with respect to senior employee elections under the BlackRock Voluntary and Involuntary Deferred Compensation Plans and are recorded at fair market value with unrealized gains and losses included in the consolidated statements of income as non-operating income or loss. Investments, available for sale, consist primarily of investments in BlackRock funds and certain institutional and private placement portfolios (“alternative investment products”) and are stated at quoted market values. Securities, which are not readily marketable, (alternative investment products) are stated at their estimated fair market value as determined by the Company’s management. The resulting unrealized gains and losses on investments, available for sale are included in the accumulated other comprehensive loss component of stockholders’ equity, net of tax. Realized gains and losses on investments and interest and dividend income are included in investment income (expense) in the Company’s consolidated statements of income. The Company’s management periodically assesses impairment on investments to determine if they are other than temporary. Impairments on investments other than temporary in nature are recorded in earnings.

	Intangible Assets

	Intangible assets are comprised of goodwill and management contract acquired. Prior to July 20, 2001, goodwill was amortized on a straight-line basis over 25 years. On July 20, 2001, the FASB issued SFAS No. 142, “Goodwill and Other Intangible Assets,” which changed the accounting for goodwill from an amortization method to an impairment-only approach. The amortization of goodwill, including goodwill recognized relating to past business combinations, ceased upon adoption of the new standard. Impairment testing for goodwill at a reporting unit level is required on at least an annual basis. The new standard also addresses other accounting matters, disclosure requirements and financial statement presentation issues relating to goodwill and other intangible assets. The Company adopted SFAS No. 142 effective January 1, 2002, as required. As a result of adopting SFAS No. 142, the Company’s diluted earnings per share has increased by approximately $.06 per share during the nine months ended September 30, 2002. Assuming no impairment adjustments are necessary, no future business combinations, and no other changes to goodwill, the Company expects diluted earnings per share to increase by approximately $.02 per share during the remainder of 2002 as a result of the cessation of goodwill amortization. Management contract acquired is amortized in proportion to, and over the period of, contract revenue, which is ten years. The Company continually evaluates the carrying value of intangible assets. Any impairment would be recognized when the future operating cash flows expected to be derived from such intangible assets are less than their carrying value. In such instances, impairment, if any, is measured on a discounted future cash flow basis.

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PART I – FINANCIAL INFORMATION (continued)
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Critical Accounting Policies (continued)

	Software Costs

	The Company has adopted Statement of Position (“SOP”) 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use.” SOP 98-1 requires the capitalization of certain costs incurred in connection with developing or obtaining software for internal use. Qualifying software costs are being amortized over an estimated useful life of three years.

	Stock-based Compensation

	The Company follows SFAS No. 123, “Accounting for Stock-Based Compensation,” and has adopted the intrinsic value method for all arrangements under which employees receive shares of stock or other equity instruments of the employer or the employer incurs liabilities to employees in amounts based on the price of its stock. Fair value disclosures are included in the notes to the consolidated financial statements as stated in the Company’s Annual Report on Form 10-K for the year ended December 31, 2001.

	Pursuant to SFAS No. 123, the Company has elected to account for its 1999 Stock Award and Incentive Plan and shares issued under the BlackRock 2001 Employee Stock Purchase Plan and will elect to account for any stock options issued under the Long-Term Retention and Incentive Plan under Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” and adopt the disclosure only provisions of SFAS No. 123.

	Revenue Recognition

	Investment advisory and administration fees are recognized as the services are performed. Such fees are primarily based on predetermined percentages of the market values of the assets under management. Investment advisory and administration fees for mutual funds are shown net of fees waived pursuant to expense limitations.

	The Company also receives performance fees or an incentive allocation from alternative investment products and certain separate accounts. These performance fees are earned upon attaining contractual investment return thresholds or as a fixed percentage of actual returns over stipulated performance periods. Such fees are recorded as earned. Should the alternative investment products and separate accounts subject to performance fees not continue to meet specified investment return thresholds, performance fees and related employee compensation expense previously recorded may be subject to reversal. At September 30, 2002, no performance fees recorded by the Company are subject to reversal.

	BlackRock provides a variety of risk management and investment system services to insurance companies, finance companies, pension funds, REITs, commercial and mortgage banks, savings institutions and government agencies. These services are provided under the brand name BlackRock Solutions and include a wide array of risk management services and enterprise investment system outsourcing to clients. The fees earned on risk management advisory assignments are recorded as other income.

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PART I – FINANCIAL INFORMATION (continued)
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Critical Accounting Policies (continued)

	Accounting for Off-Balance Sheet Activities

	BlackRock has equity interests in CBOs, which are reflected in investments in the Company’s consolidated statements of financial condition. These investments are periodically assessed to determine whether the underlying assets and liabilities should be consolidated. See “Off-Balance Sheet Activities.”

Related Party Transactions

The Company provides investment advisory and administration services to the BlackRock Funds , BPIF, the BlackRock Closed-end Funds and other commingled funds.

Revenues for services provided to these mutual funds including amounts associated with clients of PNC affiliated entities are as follows:

		Three months ended September 30,				Nine months ended September 30,

(Dollar amounts in thousands)		2002		2001		2002		2001

		(unaudited)
Investment advisory and administration fees:
BlackRock Open-end Funds:
	PNC	$	12,633	$	21,276	$	47,029	$	68,533
	Other		5,565		8,315		19,755		25,659
BlackRock Closed-end Funds - Other			10,788		6,973		30,149		22,048
BlackRock Provident Institutional Funds
	PNC		3,948		3,045		10,829		8,864
	Other*		18,855		12,939		53,612		36,865
STIF - PNC			220		203		630		489

		$	52,009	$	52,751	$	162,004	$	162,458

* Includes the International Dollar Reserve Fund, I, Ltd, a Cayman Islands open-end limited liability company.

The Company provides investment advisory and administration services to certain PNC subsidiaries and affiliates for a fee, based on assets under management. In addition, the Company provides risk management and model portfolio services to PNC.

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PART I – FINANCIAL INFORMATION (continued)
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Related Party Transactions (continued)

Revenues for such services are as follows:

	Three months ended September 30,				Nine months ended September 30,

(Dollar amounts in thousands)	2002		2001		2002		2001

	(unaudited)
Investment advisory and administration fees:
Separate accounts	$	4,679	$	3,675	$	12,080	$	10,439
Model Portfolio Services		1,101		1,098		3,302		3,294
Other income-risk management		1,250		1,250		3,750		3,750
Fixed income trading services		282		282		846		846

	$	7,312	$	6,305	$	19,978	$	18,329

The Company has entered into various memoranda of understanding and co-administration agreements with affiliates of PNC pursuant to which the Company pays administration fees for BPIF and certain other commingled funds and service fees for PNC Advisors’ (PNC’s wealth management business) clients invested in the BlackRock Funds .

PNC also provides general and administration services to the Company. Charges for such services were based on actual usage or on defined formulas, which in the Company’s management’s view, resulted in reasonable allocations. Aggregate expenses included in the consolidated financial statements for transactions with related parties are as follows:

	Three months ended September 30,				Nine months ended September 30,

(Dollar amounts in thousands)	2002		2001		2002		2001

	(unaudited)
Fund administration and servicing costs-affiliates	$	7,831	$	15,016	$	32,925	$	47,428
General and administration		1,965		2,102		5,152		5,806
General and administration-consulting		300		—		900		—

	$	10,096	$	17,118	$	38,977	$	53,234

Additionally, an indirect wholly-owned subsidiary of PNC acts as a financial intermediary associated with the sale of back-end loaded shares of certain BlackRock Funds . This entity finances broker sales commissions and receives all associated sales charges.

Included in accounts receivable is approximately $5,658 and $5,427 at September 30, 2002 and December 31, 2001, respectively, which primarily represents investment advisory and administration services provided to Nomura Asset Management Co., Ltd., a strategic joint venture partner, and PNC subsidiaries and affiliates.

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PART I – FINANCIAL INFORMATION (continued)
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Related Party Transactions (continued)

Receivable from affiliates was approximately $2,729 and $2,569 at September 30, 2002 and December 31, 2001, respectively. The amount primarily represents reimbursed expenses due from the BlackRock Funds and affiliates as well as a deferred tax asset on the amounts associated with the Company’s Voluntary and Involuntary Deferred Compensation Plans.

Payable to affiliates was $16,655 and $15,972 at September 30, 2002 and December 31, 2001, respectively. These amounts primarily represent income taxes payable and fund administration and servicing costs-affiliates payable. These amounts do not bear interest.

Off-Balance Sheet Activities

As an investment manager of alternative and traditional investment products, the Company has investments in and/or may provide investment management, advisory or administrative services to funds and other investment companies organized as limited liability companies (“LLC”), corporations or business trusts.

Specifically, BlackRock acts as the collateral manager for four CBO funds organized as corporations or limited liability companies. At September 30, 2002, aggregate assets and debt in the CBOs approximated $1.9 billion and $1.8 billion, respectively. BlackRock’s equity ownership was approximately $9.0 million at September 30, 2002.

BlackRock serves as the investment manager for two hedge funds (“Obsidian Funds”), with one fund structured as an LLC and the other as a corporate entity, that engage in the trading of fixed income securities. BlackRock serves as the managing member for the LLC, which had total assets and liabilities of approximately $14.5 billion and $14.1 billion at September 30, 2002, respectively. BlackRock’s equity ownership was approximately $10.6 million at September 30, 2002. Approximately $10.5 million of this amount represents an investment with respect to senior employee elections under the Company’s Voluntary and Involuntary Deferred Compensation Plans.

On November 4, 2002, BlackRock purchased certain assets and liabilities of Cyllenius Partners GP, LLC and Cyllenius Capital Management LP. By virtue of this acquisition, the Company now serves as the managing member of two LLCs (the “Cyllenius Funds”) which engage in the trading of equity securities both long and short. At September 30, 2002, the Cyllenius Funds had total assets and liabilities of approximately $72 million and $15 million, respectively. BlackRock does not maintain an equity ownership interest in the Cyllenius Funds.

Under current accounting principles generally accepted in the United States, the Company has not consolidated the CBOs or the Obsidian Funds and will not consolidate the Cyllenius Funds because non-affiliated parties have sufficient equity ownership and BlackRock has not guaranteed any of their obligations nor is it contractually liable for any of their obligations. Accordingly, the statements of financial condition and results of operations of the CBOs, the LLC and the Cyllenius Funds are not included and will not be included in BlackRock’s financial statements with the exception of BlackRock’s equity ownership. The accounting for special purpose entities is currently under review by the Financial Accounting Standards Board and the conditions for consolidation or non-consolidation of such entities could change.

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PART I – FINANCIAL INFORMATION (continued)
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Interest Rates

The value of assets under management is affected by changes in interest rates. Since BlackRock derives the majority of its revenues from investment advisory fees based on the value of assets under management, BlackRock’s revenues may be adversely affected by changing interest rates. In a period of rapidly rising interest rates, BlackRock’s assets under management would likely be negatively affected by reduced asset values and increased redemptions.

Inflation

The majority of BlackRock’s revenues are based on the value of assets under management. There is no predictable relationship between the rate of inflation and the value of assets under management by BlackRock, except as inflation may affect interest rates. BlackRock does not believe inflation will significantly affect its compensation costs, as they are substantially variable in nature. However, the rate of inflation may affect BlackRock’s expenses such as information technology and occupancy costs. To the extent inflation results in rising interest rates and has other effects upon the securities markets, it may adversely affect BlackRock’s results of operations by reducing BlackRock’s assets under management, revenues or otherwise.

Forward Looking Statements

This report and other statements made by BlackRock may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act with respect to BlackRock’s fixed income hedge fund investment performance, potential new business opportunities, liquidity asset levels and other future financial or business performance, strategies or expectations. Forward-looking statements are typically identified by words or phrases such as “pipeline,” “believe,” “comfortable,” “expect,” “current,” “intention,” “estimate,” “position,” “assume,” “potential,” “outlook,” “continue,” “remain,” “maintain,” “sustain,” “seek,” “achieve,” and similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “may” or similar expressions.

BlackRock cautions that forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made, and BlackRock assumes no duty to update forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements and future results could differ materially from historical performance.

In addition to factors previously disclosed in BlackRock’s reports filed with the Securities and Exchange Commission (the “SEC”) and reports identified elsewhere in this report, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: (1) the introduction, withdrawal, success and timing of business initiatives and strategies; (2) changes in political, economic or industry conditions, the interest rate environment or financial and capital markets, which could result in changes in demand for products or services or in the value of assets under management; (3) the investment performance of BlackRock’s advised or sponsored investment products and separately managed accounts; (4) the impact of increased competition; (5) the impact of capital improvement projects; (6) the impact of future acquisitions; (7) the unfavorable resolution of legal proceedings; (8) the extent and timing of any share repurchases; (9) the impact, extent and timing of technological changes and the adequacy of intellectual property protection; (10) the impact of legislative and regulatory actions and reforms and regulatory, supervisory or enforcement actions of government agencies relating to BlackRock or PNC; (11) terrorist activities, which may adversely affect the general economy, financial and capital markets, specific industries, and BlackRock; and (12) the ability to attract and retain highly talented professionals.

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PART I – FINANCIAL INFORMATION (continued)
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Forward Looking Statements (continued)

BlackRock’s Annual Report on Form 10-K for the year ended December 31, 2001 and BlackRock’s subsequent reports filed with the SEC, accessible on the SEC’s website at <http://www.sec.gov> , discuss these factors in more detail and identify additional factors that can affect forward-looking statements.

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PART I – FINANCIAL INFORMATION (continued)
Item 3. Quantitative and Qualitative Disclosures About Market Risk

In the normal course of its business, BlackRock is exposed to the risk of interest rate, securities market and general economic fluctuations.

BlackRock’s investments, trading, represent matching investments made by, and held in a Rabbi Trust for, the Company associated with senior employee elections under the Company’s Voluntary and Involuntary Deferred Compensation Plans. As of September 30, 2002, the fair market value of these investments was $15.8 million. BlackRock’s investments, available for sale, consist primarily of investments in BlackRock funds and certain institutional and private placement portfolios. Occasionally, the Company invests in new mutual funds or advisory accounts (seed investments) sponsored by BlackRock in order to provide investable cash to the new mutual fund and to establish a performance history. As of September 30, 2002, the fair market value of seed investments was $18.8 million. The fair market value of BlackRock’s other investments included in the mutual funds total, as stated below, was $145.9 million as of September 30, 2002 and is comprised of an investment in the BlackRock Funds Low Duration Bond Portfolio. These investments expose BlackRock to equity price risk. BlackRock did not hold any derivative securities to hedge its investments through the period ended September 30, 2002. The following table summarizes the fair values of the investments and provides a sensitivity analysis of the estimated fair values of these financial instruments assuming a 10% increase or decrease in equity prices:

		Fair Market Value		Fair market value assuming 10% increase in market price		Fair market value assuming 10% decrease in market price

September 30, 2002
Trading		$	15,764	$	17,340	$	14,188

	Total investments, trading		15,764		17,340		14,188

Mutual funds			154,515		169,966		139,064
Collateralized bond obligations			8,986		9,885		8,087
Other			1,197		1,317		1,077

	Total investments, available for sale		164,698		181,168		148,228

	Total investments, trading and available for sale	$	180,462	$	198,508	$	162,416

As discussed previously, investments, trading, represent investments by BlackRock with respect to senior employee elections under BlackRock’s Voluntary and Involuntary Deferred Compensation Plans. Therefore, any change in the fair market value of these investments is offset by a corresponding change in the related deferred compensation liability.

- 39 -

PART I – FINANCIAL INFORMATION (continued)
Item 4. Controls and Procedures

	(a)	Evaluation of Disclosure Controls and Procedures. The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-14(c) and 15d-14(c) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)) as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”). Based on such evaluation, such officers have concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures are effective in alerting them on a timely basis to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company’s report filed or submitted under the Exchange Act.

	(b)	Changes in Internal Controls. Since the Evaluation Date, there have not been any significant changes in the Company’s internal controls or in other factors that could significantly affect such controls.

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PART II – OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K

(a)	Exhibits

	Exhibit No.	Description

	3.1 (1)	Amended and Restated Certificate of Incorporation of the Registrant.
	3.2 (9)	Amended and Restated Bylaws of the Registrant.
	3.3 (9)	Amendment No. 1 to the Amended and Restated Bylaws of the Registrant.
	3.4 (9)	Amendment No. 2 to the Amended and Restated Bylaws of the Registrant.
	4.1 (1)	Specimen of Common Stock Certificate (per class).
	4.2 (1)	Amended and Restated Stockholders Agreement, dated September 30, 1999, by and among the Registrant, PNC Asset Management, Inc. and certain employees of the Registrant and its affiliates.
	10.1 (1)	Tax Disaffiliation Agreement, dated October 6, 1999, among BlackRock Inc., PNC Asset Management, Inc. and The PNC Financial Services Group, Inc., formerly PNC Bank Corp.
	10.2 (1)	1999 Stock Award and Incentive Plan. +
	10.3 (1)	1999 Annual Incentive Performance Plan. +
	10.4 (1)	Nonemployee Directors Stock Compensation Plan. +
	10.5 (1)	Form of Employment Agreement. +
	10.6 (1)	Initial Public Offering Agreement, dated September 30, 1999, among the Registrant, The PNC Financial Services Group, Inc., formerly PNC Bank Corp. and PNC Asset Management, Inc.
	10.7 (1)	Registration Rights Agreement, dated October 6, 1999, among the Registrant, PNC Asset Management, Inc. and certain holders of class B common stock of the Registrant.
	10.8 (1)	Services Agreement, dated October 6, 1999, between the Registrant and The PNC Financial Services Group, Inc., formerly PNC Bank Corp.
	10.9 (2)	BlackRock, Inc. Amended and Restated Long-Term Deferred Compensation Plan. +
	10.10 (2)	BlackRock International, Ltd. Amended and Restated Long-Term Deferred Compensation Plan. +
	10.11 (3)	Agreement of Lease, dated May 3, 2000, between 40 East 52 ^nd Street L.P. and the Registrant.
	10.12 (4)	Amendment No. 1 to the 1999 Stock Award and Incentive Plan. +
	10.13 (4)	Amendment No. 1 to the 1999 Amended and Restated Long-Term Deferred Compensation Plan. +
	10.14 (4)	Amendment No. 1 to the BlackRock International, Ltd. Amended and Restated Long-Term Deferred Compensation Plan. +
	10.15 (4)	Amendment No. 2 to the 1999 Stock Award and Incentive Plan. +
	10.16 (5)	Agreement of Lease, dated September 4, 2001, between 40 East 52 ^nd Street L.P. and the Registrant.
	10.17 (6)	BlackRock, Inc. 2001 Employee Stock Purchase Plan. +
	10.18 (7)	BlackRock, Inc. Voluntary Deferred Compensation Plan. +
	10.19 (9)	BlackRock, Inc. Involuntary Deferred Compensation Plan. +
	10.20 (8)	Amendment No. 2 to the BlackRock, Inc. 1999 Stock Award and Incentive Plan. +
	10.21	BlackRock, Inc. 2002 Long Term Retention and Incentive Plan. +
	10.22	Share Surrender Agreement, dated October 10, 2002, among the Registrant, PNC Asset Management, Inc., and The PNC Financial Services Group, Inc.
	10.23	Employment Agreement, between the Registrant and Laurence Fink, dated October 10, 2002 +
	10.24	Amendment No. 1 to the Initial Public Offering Agreement, dated October 10, 2002, among The PNC Financial Services Group, Inc., PNC Asset Management, Inc. and the Registrant.
	10.25	Amendment No. 1 to the Amended and Restated Stockholders Agreement, dated October 10, 2002, by and among the Registrant, PNC Asset Management, Inc. and certain employees of the Registrant and its affiliates.
	10.26	Amendment No. 1 to the Registration Rights Agreement, dated October 10, 2002, among the Registrant, PNC Asset Management, Inc. and certain holders of class B common stock of the Registrant.
	99.1	Certification of Chief Executive Officer and Chief Financial Officer.

- 41 -

	(1)	Incorporated by Reference to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-78367), as amended, originally filed with the Securities and Exchange Commission on May 13, 1999.
	(2)	Incorporated by Reference to the Registrant’s Registration Statement on Form S-8 (Registration No. 333-32406), originally filed with the Securities and Exchange Commission on March 14, 2000.
	(3)	Incorporated by Reference to the Registrant’s Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended March 31, 2000.
	(4)	Incorporated by Reference to the Registrant’s Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended September 30, 2001.
	(5)	Incorporated by Reference to the Registrant’s Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended September 30, 2001.
	(6)	Incorporated by Reference to the Registrant’s Registration Statement on Form S-8 (Registration No. 333-68670), originally filed with the Securities and Exchange Commission on August 30, 2001.
	(7)	Incorporated by Reference to the Registrant’s Registration Statement on Form S-8 (Registration No. 333-68668), originally filed with the Securities and Exchange Commission on August 30, 2001.
	(8)	Incorporated by Reference to the Registrant’s Registration Statement on Form S-8 (Registration No. 333-68666), originally filed with the Securities and Exchange Commission on August 30, 2001.
	(9)	Incorporated by Reference to the Registrant’s Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended June 30, 2002.
	+	Denotes compensatory plan.

(b)	Reports on Form 8-K

	The registrant filed a report on Form 8-K on October 11, 2002 to report results of operations for the period ended September 30, 2002 and to announce the terms of the Long-Term Retention and Incentive Plan.

- 42 -

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	BLACKROCK, INC.
	(Registrant)

	By:	/s/ PAUL L. AUDET

Date: November 13, 2002		Paul L. Audet Managing Director & Chief Financial Officer

CEO CERTIFICATION

I, Laurence Fink, certify that:

1. I have reviewed this quarterly report on Form 10-Q of BlackRock, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

	a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

	b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

	c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

- 43 -

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

	a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

	b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

	By:	/s/ LAURENCE D. FINK

Date: November 13, 2002		Laurence D. Fink Chairman & Chief Executive Officer

CFO CERTIFICATION

I, Paul Audet, certify that:

1 . I have reviewed this quarterly report on Form 10-Q of BlackRock, Inc.;

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

- 44 -


	b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

	c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

	a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

	b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

	By:	/s/ PAUL L. AUDET

Date: November 13, 2002		Paul L. Audet Managing Director & Chief Financial Officer

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EXHIBIT INDEX

	Exhibit No.		Description

	3.1 (1)		Amended and Restated Certificate of Incorporation of the Registrant.
	3.2 (9)		Amended and Restated Bylaws of the Registrant.
	3.3 (9)		Amendment No. 1 to the Amended and Restated Bylaws of the Registrant.
	3.4 (9)		Amendment No. 2 to the Amended and Restated Bylaws of the Registrant.
	4.1 (1)		Specimen of Common Stock Certificate (per class).
	4.2 (1)		Amended and Restated Stockholders Agreement, dated September 30, 1999, by and among the Registrant, PNC Asset Management, Inc. and certain employees of the Registrant and its affiliates.
	10.1 (1)		Tax Disaffiliation Agreement, dated October 6, 1999, among BlackRock Inc., PNC Asset Management, Inc. and The PNC Financial Services Group, Inc., formerly PNC Bank Corp.
	10.2 (1)		1999 Stock Award and Incentive Plan. +
	10.3 (1)		1999 Annual Incentive Performance Plan. +
	10.4 (1)		Nonemployee Directors Stock Compensation Plan. +
	10.5 (1)		Form of Employment Agreement. +
	10.6 (1)		Initial Public Offering Agreement, dated September 30, 1999, among the Registrant, The PNC Financial Services Group, Inc., formerly PNC Bank Corp. and PNC Asset Management, Inc.
	10.7 (1)		Registration Rights Agreement, dated October 6, 1999, among the Registrant, PNC Asset Management, Inc. and certain holders of class B common stock of the Registrant.
	10.8 (1)		Services Agreement, dated October 6, 1999, between the Registrant and The PNC Financial Services Group, Inc., formerly PNC Bank Corp.
	10.9 (2)		BlackRock, Inc. Amended and Restated Long-Term Deferred Compensation Plan. +
	10.10 (2)		BlackRock International, Ltd. Amended and Restated Long-Term Deferred Compensation Plan. +
	10.11 (3)		Agreement of Lease, dated May 3, 2000, between 40 East 52 ^nd Street L.P. and the Registrant.
	10.12 (4)		Amendment No. 1 to the 1999 Stock Award and Incentive Plan. +
	10.13 (4)		Amendment No. 1 to the 1999 Amended and Restated Long-Term Deferred Compensation Plan. +
	10.14 (4)		Amendment No. 1 to the BlackRock International, Ltd. Amended and Restated Long-Term Deferred Compensation Plan. +
	10.15 (4)		Amendment No. 2 to the 1999 Stock Award and Incentive Plan. +
	10.16 (5)		Agreement of Lease, dated September 4, 2001, between 40 East 52 ^nd Street L.P. and the Registrant.
	10.17 (6)		BlackRock, Inc. 2001 Employee Stock Purchase Plan. +
	10.18 (7)		BlackRock, Inc. Voluntary Deferred Compensation Plan. +
	10.19 (9)		BlackRock, Inc. Involuntary Deferred Compensation Plan. +
	10.20 (8)		Amendment No. 2 to the BlackRock, Inc. 1999 Stock Award and Incentive Plan. +
	10.21		BlackRock, Inc. 2002 Long Term Retention and Incentive Plan. +
	10.22		Share Surrender Agreement, dated October 10, 2002, among the Registrant, PNC Asset Management, Inc., and The PNC Financial Services Group, Inc.
	10.23		Employment Agreement, between the Registrant and Laurence Fink, dated October 10, 2002 +
	10.24		Amendment No. 1 to the Initial Public Offering Agreement, dated October 10, 2002, among The PNC Financial Services Group, Inc., PNC Asset Management, Inc. and the Registrant.
	10.25		Amendment No. 1 to the Amended and Restated Stockholders Agreement, dated October 10, 2002, by and among the Registrant, PNC Asset Management, Inc. and certain employees of the Registrant and its affiliates.
	10.26		Amendment No. 1 to the Registration Rights Agreement, dated October 10, 2002, among the Registrant, PNC Asset Management, Inc. and certain holders of class B common stock of the Registrant.
	99.1		Certification of Chief Executive Officer and Chief Financial Officer.

- 46 -

	(1)		Incorporated by Reference to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-78367), as amended, originally filed with the Securities and Exchange Commission on May 13, 1999.
	(2)		Incorporated by Reference to the Registrant’s Registration Statement on Form S-8 (Registration No. 333-32406), originally filed with the Securities and Exchange Commission on March 14, 2000.
	(3)		Incorporated by Reference to the Registrant’s Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended March 31, 2000.
	(4)		Incorporated by Reference to the Registrant’s Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended September 30, 2001.
	(5)		Incorporated by Reference to the Registrant’s Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended September 30, 2001.
	(6)		Incorporated by Reference to the Registrant’s Registration Statement on Form S-8 (Registration No. 333-68670), originally filed with the Securities and Exchange Commission on August 30, 2001.
	(7)		Incorporated by Reference to the Registrant’s Registration Statement on Form S-8 (Registration No. 333-68668), originally filed with the Securities and Exchange Commission on August 30, 2001.
	(8)		Incorporated by Reference to the Registrant’s Registration Statement on Form S-8 (Registration No. 333-68666), originally filed with the Securities and Exchange Commission on August 30, 2001.
	(9)		Incorporated by Reference to the Registrant’s Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended June 30, 2002.
	+		Denotes compensatory plan.

- 47 -

Exhibit 10.21

BlackRock, Inc.

2002 Long-Term Retention and Incentive Plan

SECTION 1. Purpose; Definitions

The purposes of the Plan (as defined below) are to attract and retain the best available personnel for positions with the Company (as defined below), to maintain and enhance the Company’s performance, and to support succession planning and the development of future management of the Company.

For purposes of the Plan, the following terms are defined as set forth below:

(a) “Acceleration Event” shall occur upon the first to occur of the following: (i) at the sole discretion of the Incumbent Management Committee, upon the vote of a majority of the Incumbent Management Committee to accelerate the Plan, which vote shall occur six months following the Termination of Employment of the Chief Executive Officer of the Company (the “Chief Executive Officer”) by the Chief Executive Officer for Deficient Opportunity or by the Company other than for Cause, death or Disability, if, within 60 days following the Termination of Employment of the Chief Executive Officer, a successor Chief Executive Officer of the Company fails to assume office who is either (A) a member of the Incumbent Management Committee or (B) a person approved by a majority of the Incumbent Management Committee; or (ii) the Awards are fully vested pursuant to Section 3.3(b)(1) of the Initial Public Offering Agreement made and entered into as of September 30, 1999 by and among The PNC Financial Services Group, Inc. (“PNC”), PNC Asset Management, Inc., a Delaware corporation and an indirect wholly owned subsidiary of PNC (“PAM”), and the Company, as amended.

(b) “Actual Award Pool” means $240,000,000.

(c) “Affiliate” means any corporation, partnership, joint venture, association, organization or other person or entity that is directly or indirectly through one or more intermediaries, controlling, controlled by or under common control with the person or entity specified.

(d) “Award” means an award granted under the Plan that is expressed as an amount in cash, which, subject to the attainment of Performance Goals, shall be settled in cash (the “Cash Portion”) and Common Stock (the “Stock Portion”).

(e) “Award Holder” means an Eligible Individual to whom an Award has been granted.

(f) “Board” means the Board of Directors of the Company.

(g) “Business Day” shall mean any day other than Saturday, Sunday or any other day on which banks in the State of New York are required by law to be closed.

(h) “Cause” means (i) “Cause” as defined in any Individual Agreement, or (ii) if there is no such Individual Agreement or if such Individual Agreement does not define “Cause”: (A) a material breach by the Award Holder of any written policies of the Company or any Affiliate required by law or established to maintain compliance with applicable law; (B) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct by the Award Holder against the Company or any Affiliate or any client of the Company or an Affiliate; (C) conviction (including a plea of nolo contendere) of the Award Holder for the commission of a felony that could, in the Company’s reasonable judgment, impair the Award Holder’s ability to perform his or her duties or adversely affect the Company’s or any Affiliate’s business or reputation; or (D) entry of any order against the Award Holder by any governmental body having regulatory authority with respect to the Company’s or any Affiliate’s business, which order relates to or arises out of the Award Holder’s employment or service relationship with the Company or any Affiliate. Unless otherwise provided in an Individual Agreement with respect to for Cause terminations, a determination of Cause under the Plan only may be made by the Company’s Chief Executive Officer and a majority of the members of the Management Committee (excluding the Award Holder, if applicable).

(i) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.

(j) “Commission” means the Securities and Exchange Commission or any successor agency.

(k) “Committee” means the Compensation Committee of the Company or such other committee of the Board as the Board may from time to time designate, which shall be composed of not less than two directors, and shall be appointed and serve at the pleasure of the Board; provided that no member of the Compensation Committee that is an employee of the Company may vote on any matter relating to the grant or vesting of any Award. Notwithstanding the foregoing, following the effectiveness of any applicable law or regulation, including, without limitation, any stock exchange regulation restricting PNC’s designees to the Board from serving on the Compensation Committee the “Committee” shall thereafter be comprised of all the members of the Board who are not employees of the Company, it being understood that under these circumstances the Compensation Committee would make non-binding recommendations to the Committee on all matters relating to the administration of the Plan.

(l) “Common Stock” means Class A common stock, par value $.01 per share, of the Company and Class B common stock, par value $.01 per share, of the Company.

(m) “Company” means BlackRock, Inc., a Delaware corporation, and its successors.

(n) “Company Peer Group” means the Salomon Smith Barney Asset Management Universe, taking into account any addition or removal of companies, provided that the performance of such added or removed companies shall be pro-rated through, or commencing on, respectively, the date that any such companies are removed or added. In the event that the Salomon Smith Barney Asset Management Universe loses three or more members after the Effective Date, then the Committee shall hire a nationally recognized independent compensation consultant to determine an equitable adjustment to the Company Peer Group, if any.

(o) “Covered Employee” means an Award Holder designated prior to the grant of Awards by the Committee who is or may be a “covered employee” within the meaning of Section 162(m)(3) of the Code in the year in which Awards are expected to be taxable to such Award Holder.

(p) “Deficient Opportunity” means (i) “Deficient Opportunity” as defined in any Individual Agreement, or (ii) if there is no such Individual Agreement or if such Individual Agreement does not define “Deficient Opportunity,” without the written consent of the Award Holder: (x) any action by the Company which results in a material diminution in the Award Holder’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities, excluding for this purpose any action not taken in bad faith and which is remedied by the Company promptly after receipt of notice given by the Award Holder; (y) any failure by the Company to provide to the Award Holder any compensation and benefits to which the Award Holder is entitled, other than a failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Award Holder; or (z) the Company’s requiring the Award Holder to be based in any city other than the city in which the Award Holder is employed at the commencement of the Award Holder’s tenure as Chief Executive Officer. The Award Holder’s mental or physical incapacity following the occurrence of an event described above in any of clauses (x), (y) or (z) shall not affect the Award Holder’s ability to terminate employment for Deficient Opportunity. The Award Holder shall be entitled to such additional procedural protections as may be provided in any Individual Agreement.

(q) “Disability” means (i) “Disability” as defined in any Individual Agreement, or (ii) if there is no Individual Agreement or the Individual Agreement does not define “Disability”, the Award Holder’s physical or mental incapacity constituting disability, as determined under the Company’s Long-Term Disability Plan applicable to the Award Holder, which, in any event, does or is reasonably expected to continue for at least six months.

(r) “Early Retirement” means early retirement, as the Committee shall determine from time to time.

(s) “Effective Date” means January 1, 2002.

(t) “Eligible Individual” means any officer or key employee of the Company that may be selected by the Committee to participate in the Plan.

(u) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto.

(v) “Fair Market Value” means, as of a particular date, (i) the closing sales price per share of Common Stock on the national securities exchange on which Common Stock is principally traded for the last preceding date on which there was a sale of Common Stock on such exchange, or (ii) if Common Stock is then traded in an over-the-counter market, the average of the closing bid and asked per share prices of Common Stock in such over-the-counter market for the last preceding date on which there was a sale of Common Stock in such market, or (iii) if Common Stock is not then listed on a national securities exchange or traded in an over-the-counter market, the fair market value of the Common Stock as determined by a nationally recognized investment banking firm selected by the Committee for such purpose and reasonably acceptable to PNC, which determination will be conclusive for all purposes of this Plan.

(w) “Incumbent Management Committee” means the Management Committee of the Company as it existed at such time as (i) the condition or event giving rise to the Chief Executive Officer’s Termination of Employment for Deficient Opportunity arose or (ii) the Chief Executive Officer’s Termination of Employment other than for Cause, death or Disability occurs.

(x) “Individual Agreement” means an employment, consulting or similar agreement between an Award Holder and the Company or any Subsidiary or Affiliate.

(y) “Management Committee” means that committee consisting of (i) the Chief Executive Officer of the Company, (ii) the president of the Company and (iii) not less than five managing directors of the Company designated from time to time by the Chief Executive Officer of the Company and the president of the Company to serve on such committee.

(z) “Maximum Award Pool” shall mean the lesser of (i) the Actual Award Pool and (ii) the sum of (A) the aggregate Fair Market Value on the date an Award vests of 4,000,000 shares of Common Stock and (B) $40 million.

(aa) “Payment Date” means (i) with respect to any Award granted within ten days after the date on which an Award is first granted under the Plan (the “Initial Award Date”), any date during the period commencing on January 1, 2007 and ending on January 31, 2007 selected in the discretion of the Committee, unless the achievement of Performance Goals is measured pursuant to Section 1(bb)(i)(B), in which case, the Payment Date shall mean any date during the one-month period commencing on the date on which the Performance Goals are satisfied selected in the discretion of the Committee (“Initial Payment Date”) or (ii) with respect to any Award granted after the Initial Award Date, any date as selected in the discretion of the Committee and set forth in the Award

agreement, unless an Acceleration Event occurs, in which case the Payment Date shall mean for Awards granted at any time on or after the Initial Award Date, the date on which the Acceleration Event occurs.

(bb) “Performance Goals” means the performance goals established by the Committee in connection with the grant of Awards as set forth in clauses (i) through (iv) of this definition. In the event that a Performance Goal is satisfied, the Awards will vest and, subject to the terms of the Plan and the applicable Award agreement, be paid to Award Holders on the Payment Date in the amounts equal to a percentage of the Award (the “Applicable Vesting Percentage”) as follows:

(i) 100%, if the average closing price of Common Stock is equal to or in excess of $65 per share for (A) any period of one calendar quarter during the period commencing January 1, 2005 and ending December 31, 2006, or (B) any period of three months commencing prior to and including December 31, 2006, whichever is earlier; or

(ii) 90%, if (x) the Company has achieved 10% earnings per share growth (excluding all compensation expenses incurred pursuant to the provisions of this Plan or any compensation expenses incurred if the Company elects or is required to account for equity and equity based compensation under Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation) on a compound annual growth rate basis during the period from January 1, 2002 to December 31, 2006 (the “Plan Period”), it being understood that for purposes of measuring earnings per share growth (1) expenses related to long-term incentive and retention plans shall be excluded from the calculation of earnings for the period from January 1, 2001 to December 31, 2002 and (2) BlackRock shall be deemed to devote at least 31.5% of pre-bonus operating income to employee bonuses during each year during the Plan Period (the “Company EPS Test”), and (y) the Common Stock’s price performance during the Plan Period relative to the Company Peer Group ranks in the 90th percentile or higher when comparing the average of the closing prices of the Common Stock during the fourth quarter of 2001 (the “2001 Company Stock Price”) and the average of the closing prices of the stocks of the members of the Company Peer Group during the fourth quarter of 2001 (the “2001 Peer Group Stock Prices”) to the average of the closing prices of the Common Stock during the fourth quarter of 2006 (the “2006 Company Stock Price”) and the average of the closing prices of the stock of the members of the Company Peer Group during the fourth quarter of 2006 (the “2006 Peer Group Stock Prices”); or

(iii) 75%, if (x) the Company EPS Test is satisfied and (y) the Common Stock’s price performance during the Plan Period ranks in the 75th percentile to the 89th percentile when comparing the 2001 Company Stock Price and the 2001 Peer Group Stock Prices to the 2006 Company Stock Price and the 2006 Peer Group Stock Prices; or

(iv) 50%, if (x) the Company EPS Test is satisfied and (y) the Common Stock’s price performance during the Plan Period ranks in the 50th percentile to the 74th percentile when comparing the 2001 Company Stock Price and the 2001 Peer Group Stock Prices to the 2006 Company Stock Price and the 2006 Peer Group Stock Prices.

Notwithstanding the foregoing, the Committee shall have the authority to reduce the Applicable Vesting Percentage under clauses (ii), (iii) or (iv) with respect to any and all Awards (and for all purposes hereof such lower percentage shall be the Applicable Vesting Percentage) and nothing set forth in this Section 1(bb) shall cause an Award designated as a Qualified Performance-Based Award not to qualify for, or to cease to qualify for, the Section 162(m) Exemption, and with respect to any Qualified Performance-Based Award (i) in addition to the Performance Goals, the Committee may impose additional vesting criteria, which shall be based on the attainment of specified levels of one or more of the following measures: earnings per share, sales, net profit after tax, gross profit, operating profit, cash generation, unit volume, return on equity, change in working capital, return on capital or stockholder return (“Additional Vesting Criteria”), and (ii) the Additional Vesting Criteria shall be set by the Committee within the time period prescribed by Section 162(m) of the Code and related regulations.

(cc) “Permitted Transferees” means (i) the Award Holder’s spouse, parents, children or grandchildren (including adopted children, step-children and step-grandchildren), (ii) with respect to vested rights only, charitable organizations, (iii) the Company and its Affiliates, (iv) the estate or personal representative of the Award Holder, (v) any trust, corporation, partnership, limited liability company or other entity if substantially all of the economic interests in such entity are held by or for the benefit of the Award Holder and/or persons specified in clauses (i) or (iv).

(dd) “Plan” means this BlackRock, Inc. 2002 Long-Term Retention and Incentive Plan, as set forth herein and as hereinafter amended from time to time.

(ee) “PNC” means The PNC Financial Services Group, Inc.

(ff) “Pro Rata Award” means an amount equal to the product of (i) the amount of the Award that would have been paid to the Award Holder if the Award Holder had remained employed by the Company through the Payment Date, based on actual Company performance over (or the occurrence of an Acceleration Event during) such period and (ii) a fraction, the numerator of which is the number of full months elapsed from (a) January 1, 2002, in the case of any Award Holder who was employed by the Company on January 1, 2002 or (b) the date of hire of the Award Holder in the case of any Award Holder who was hired as an employee of the Company after January 1, 2002, until the date of Termination of Employment and the denominator of which is the number of months from (1) January 1, 2002, in the case of any Award Holder who was employed by the Company on January 1, 2002 or (2) the date of hire of the Award Holder in the case of any Award Holder who was hired as an employee of the Company after January 1, 2002, until the Performance Goals are achieved.

(gg) “Qualified Performance-Based Award” means an Award designated as such by the Committee at the time of grant, based upon a determination that (i) the recipient is or may be a Covered Employee in the year in which the Company would expect to be able to claim a tax deduction with respect to such Award and (ii) the Committee wishes such Award to qualify for the Section 162(m) Exemption.

(hh) “Retirement” means retirement, as the Committee shall determine from time to time.

(ii) “Section 162(m) Exemption” means the exemption from the limitation on deductibility imposed by Section 162(m) of the Code that is set forth in Section 162(m)(4)(C) of the Code.

(jj) “Subsidiary” means any corporation, partnership, joint venture or other entity during any period in which at least a 50% voting or profits interest is owned, directly or indirectly, by the Company or any successor to the Company.

(kk) “Termination of Employment” means the termination of the Award Holder’s employment with, or performance of services for, the Company or any Subsidiary or Affiliate. An Award Holder employed by, or performing services for, any Subsidiary or an Affiliate also shall be deemed to incur a Termination of Employment if the Subsidiary or Affiliate ceases to be a Subsidiary or Affiliate, as the case may be, and the Award Holder does not immediately thereafter become an employee of, or service-provider for, the Company or another Subsidiary or Affiliate. Temporary absences from employment because of illness, vacation or leave of absence and transfers among the Company and any Subsidiary or Affiliate shall not be considered Terminations of Employment.

In addition, certain other terms used herein have definitions given to them in the first place in which they are used.

SECTION 2. Administration

The Plan shall be administered by the Committee. Among other things, the Committee shall have the authority, subject to the terms of the Plan:

(a) to select the Eligible Individuals to whom Awards may from time to time be granted;

(b) to determine the terms and conditions of any Award granted under the Plan (including, but not limited to, any vesting condition, restriction or limitation (which may be related to the performance of the Award Holder, the Company or any Subsidiary or Affiliate) and any vesting acceleration or forfeiture or waiver regarding any Award, based on such factors as the Committee shall determine); provided, however, that notwithstanding anything in this Plan to the contrary, the Committee may not grant any Award under the Plan that does not contain as a condition to vesting and payment satisfaction of one or more of the Performance Goals.

(c) to modify, amend or adjust the terms and conditions of any Award, at any time or from time to time; provided, however, that the Committee may not adjust upwards the amount payable with respect to a Qualified Performance-Based Award or waive or alter the Performance Goals and the Additional Vesting Criteria associated therewith; and

(d) to determine to what extent and under what circumstances amounts payable with respect to an Award shall be deferred.

The Committee shall have the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall from time to time deem advisable, to interpret the terms and provisions of the Plan and any Award issued under the Plan (and any agreement relating thereto), and to otherwise supervise the administration of the Plan.

The Committee may act only by a majority of its members then in office, except that the Committee may, except to the extent prohibited by applicable law or the applicable rules of a stock exchange, allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it; provided that no such delegation may be made that would cause Awards or other transactions under the Plan to become subject to (or lose an exemption under) the short-swing profit recovery provisions of Section 16 of the Exchange Act or cause an Award designated as a Qualified Performance-Based Award not to qualify for, or to cease to qualify for, the Section 162(m) Exemption. Any such allocation or delegation may be revoked by the Committee at any time.

Any determination made by the Committee or pursuant to delegated authority pursuant to the provisions of the Plan with respect to any Award shall be made in the sole discretion of the Committee or such delegate at the time of the grant of the Award or, unless in contravention of any express term of the Plan, at any time thereafter. All decisions made by the Committee or such delegate pursuant to the provisions of the Plan shall be final and binding on all persons, including the Company and Award Holders.

Any authority granted to the Committee also may be exercised by the full Board, except to the extent that the grant or exercise of such authority would cause any Award or transaction to become subject to (or lose an exemption under) the short-swing profit recovery provisions of Section 16 of the Exchange Act or cause an Award designated as a Qualified Performance-Based Award not to qualify for, or to cease to qualify for, the Section 162(m) Exemption. To the extent that any permitted action taken by the Board conflicts with action taken by the Committee, the Board action shall control.

SECTION 3. Maximum Limitations on Awards

The maximum amount with respect to which the Committee may grant Awards during any calendar year to any individual Award Holder shall not exceed $25,000,000. The maximum number of shares of Common Stock that may be delivered to participants and their beneficiaries under the Plan shall be 4,000,000. If any Award or portion of any Award is forfeited, Common Stock subject to such Awards and any amounts of cash payable pursuant to such Awards shall again be available for grant in connection with Awards under the Plan.

SECTION 4. Adjustments

In the event any item of gain, loss, or expense that is reported in the financial statements of the Company is, as defined under United States Generally Accepted Accounting Principles, (1) extraordinary (both unusual and infrequent), as defined under the provisions of Accounting Principles Board Opinion No. 30, Reporting the Results of Operations--Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual, and Infrequently Occurring Events and Transactions (APB 30), (2) unusual or infrequent, as defined and required to be reported under APB 30, or (3) is the disposition of a component of an entity (discontinued operation) under the provisions of Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, the Committee shall adjust the Company’s earnings per share to exclude any such item for purposes of determining whether the Company’s EPS Test has been met. Further, in the event of a stock split, reverse stock split, or stock dividend of the Company or a company which is a component of the Company Peer Group, the Committee, as applicable, shall adjust the Company’s earnings per share, the Common Stock price, and the common stock price of any component of the Company Peer Group to insure that each of the Company EPS Test and relative common stock price performances are calculated on a consistent basis of outstanding shares. Notwithstanding the foregoing, no adjustments to the Company’s earnings per share, the Common Stock price or the common stock price of any component of the Company Peer Group shall be made for any change in outstanding shares that is not due to a stock split, reverse stock split or stock dividend.

SECTION 5. Awards

The Committee shall have the authority to grant any Eligible Individual an Award; provided, however, that grants under the Plan are subject to the limits on grants set forth in Section 3.

Awards granted under the Plan shall be subject to the following terms and conditions and shall contain such additional terms and conditions as the Committee shall deem desirable:

(a) Awards. The Committee shall determine the Eligible Individuals to whom and the time or times at which Awards shall be granted, the number of Awards to be granted to any Eligible Individual, and any other terms and conditions of the Award in addition to those contained in this Section 5. The grant of an Award shall occur on the date the Committee, by resolution, selects an Eligible Individual to receive a grant of an Award, determines the amount of the Award to be granted to such Eligible Individual, and specifies the terms and provisions of the Award, including whether or not such Award will be a Qualified Performance-Based Award.

(b) Award Agreement. Each Award shall be confirmed by, and be subject to, the terms of an Award agreement, the form of which shall be approved by the Committee. The terms and provisions of each Award agreement shall be consistent with the terms of

the Plan, may differ from other Award agreements, and need not be the same with respect to each recipient or Eligible Individual. Such Award agreement or agreements shall become effective upon its or their execution by the Company and the Eligible Individual.

(c) Payment of Awards. The vesting of Awards shall be conditioned upon the attainment of the Performance Goals. To the extent that the Performance Goals are satisfied, the Awards shall vest and, subject to the terms of the Plan and the applicable Award agreement, be paid to Award Holders on the Payment Date. The aggregate amount of all Awards that shall be available for payment (or deferral pursuant to any procedure adopted by the Committee under Section 5(j)) under the Plan shall be the product of (x) Maximum Award Pool and (y) the Applicable Vesting Percentage. Notwithstanding any provision of the Plan or an Award agreement to the contrary, the Cash Portion of each Award will be an amount equal to the product of (i) the Award, (ii) the Applicable Vesting Percentage and (iii) 16.67%. The Stock Portion of each Award will be in an amount equal to the product of (i) the Award, (ii) the Applicable Vesting Percentage, (iii) 83.33% and (iv) the lesser of (A) one or (B) a fraction, the numerator of which is the Fair Market Value of 4,000,000 shares of Common Stock on the Payment Date and the denominator of which is $200,000,000. In the event that Awards are paid, the Award Holder shall have the option (the “Put Right”) exercisable at any time during the period commencing two Business Days following the Payment Date and ending fifteen Business Days following the Payment Date (the “Put Period”) to provide written notice (the “Put Notice”) to the Company of the Award Holder’s intention to sell any or all Common Stock provided to the Award Holder in settlement of such Award Holder’s Award (“Award Stock”). If the Award Holder exercises the Put Right within the Put Period by providing the Company with the Put Notice of such Award Holder’s election to do so (the date that such notice is so provided, the “Put Date”), the Company shall be required to purchase within a reasonable period of time after the Put Period ends such number of shares of Award Stock as the Award Holder shall specify in the Put Notice at a per share price equal to the Fair Market Value on the Put Date. In the event that the Award Holder fails to exercise the Put Right during the Put Period, the Put Right shall expire.

(d) Nontransferability of Awards. No Award shall be transferable by the Award Holder other than (i) by will or by the laws of descent and distribution; or (ii) pursuant to a transfer to such Award Holder’s Permitted Transferees, whether directly or indirectly or by means of a trust or partnership or otherwise. Transfers to the Award Holder’s Permitted Transferees are subject to the terms and conditions of the Plan and the terms and conditions of any Award agreement pursuant to which they were granted. The Permitted Transferees shall not have the right to further transfer the Award other than by will or the laws of descent and distribution. All Awards shall be payable, subject to the terms of the Plan, only to the Award Holder, the guardian or legal representative of the Award Holder, or any person to whom such Award is transferred, pursuant to this Section 5, it being understood that the term “Award Holder” as used in the Plan includes such guardian, legal representative and other transferee. Notwithstanding any transfer of the Award under this Section 5, the initial Award Holder’s employment or termination thereof shall be determinative.

(e) Termination by Death or Disability. If an Award Holder incurs a Termination of Employment by reason of death or Disability prior to the date upon which the Award vests, any Award held by such Award Holder shall vest and be payable to the Award Holder (or, in the case of death, to the Award holder’s beneficiary) as determined by the Committee in its sole discretion.

(f) Retirement. If an Award Holder incurs a Termination of Employment by reason of Retirement or Early Retirement prior to the date upon which the Award vests, any Award held by such Award Holder shall vest and be payable to the Award Holder (or, if the Award Holder dies prior to the Payment Date, to the Award Holder’s beneficiary) as a Pro-Rata Award at such time as and to the extent that the Award would otherwise have vested and become payable had such Award Holder remained in the employ of the Company; provided that such Pro Rata Award may be reduced by an appropriate amount as determined by the Committee, in its sole discretion, consistent with the Company’s retirement policy in the event that an Award Holder incurs a Termination of Employment by reason of Early Retirement.

(g) Cause. If an Award Holder incurs a Termination of Employment for Cause on or prior to the Payment Date, all Awards held by such Award Holder shall thereupon be immediately forfeited.

(h) Without Cause. If an Award Holder incurs a Termination of Employment by the Company without Cause (other than for death or Disability) prior to the date upon which the Award vests, subject to the Award Holder’s compliance with any provisions of the Plan or any Award agreement implemented pursuant to Section 6, all Awards held by such Award Holder shall vest and be payable to the Award Holder as a Pro-Rata Award at such time as the Award would otherwise have become payable had such Award Holder remained in the employ of the Company; provided that the Committee shall have the discretion to increase the Pro-Rata Award in such circumstances to an amount no greater than the amount that would have been payable to such Award Holder had the Award Holder remained in the employ of the Company through the Payment Date.

(i) Other Termination of Employment. If an Award Holder incurs a Termination of Employment for any reason other than death, Disability, Retirement, Early Retirement or by the Company with or without Cause prior to the Payment Date, any Award held by such Award Holder shall thereupon immediately become forfeited, unless the Committee determines otherwise, in which case such Award shall vest and be payable on such basis as the Committee determines in its sole discretion.

(j) Deferral of Awards. The Committee may, from time to time, establish procedures pursuant to which an Award Holder may elect to defer receipt of payment of all or a portion of an Award to such later time or times in lieu of receipt of such Award, all on such terms and conditions as the Committee shall determine.

SECTION 6. Forfeiture of Awards

Notwithstanding anything in the Plan to the contrary, the Committee may, in its sole discretion, in the event of serious misconduct by an Award Holder while employed by the Company or any Subsidiary or Affiliate (including, without limitation, any misconduct prejudicial to or in conflict with the interests of the Company or any Subsidiary or Affiliate, or any Termination of Employment for Cause), or any activity of an Award Holder in competition with the business of the Company or any Subsidiary or Affiliate, (a) cancel any outstanding Award granted to such Award Holder, in whole or in part, whether or not vested or deferred, and/or (b) if such conduct or activity occurs within one year following the Payment Date, require such Award Holder to repay to the Company any payment received upon the payment of such Award (with such gain or payment valued as of the Payment Date). Such cancellation or repayment obligation shall be effective as of the date specified by the Committee. Any repayment obligation may be satisfied in Common Stock or cash or a combination thereof (based upon the Fair Market Value of Common Stock on the day of repayment), and the Committee may provide for an offset to any future payments owed by the Company or any Subsidiary or Affiliate to the Award Holder, if necessary, to satisfy the repayment obligation. The determination of whether an Award Holder has engaged in a serious misconduct or any activity in competition with the business of the Company or any Subsidiary or Affiliate shall be determined by the Committee in good faith and in its sole discretion.

SECTION 7. Acceleration Event

Notwithstanding any other provision of the Plan to the contrary, in the event of an Acceleration Event:

(a) Unless otherwise provided in the applicable Award agreement, any unvested and unpaid Awards outstanding under the Plan as of the date of the Acceleration Event shall vest in full, any deferral or other restriction on such Awards shall lapse, and such Awards shall be paid in full as promptly as practicable after the Acceleration Event as if (i) all Performance Goals with respect to such Awards had been fully achieved and (ii) the Applicable Vesting Percentage were 100.

(b) The provisions of Section 6 shall be inapplicable to any Award Holder following an Acceleration Event.

SECTION 8. Term, Amendment and Termination

The Board may amend, alter, or discontinue the Plan at any time, but no amendment, alteration or discontinuation shall be made that would impair the rights of an Award Holder under an Award theretofore granted without the Award Holder’s consent, except such an amendment made to comply with applicable law, stock exchange rules or accounting rules. In addition, no such amendment shall be made without the approval of the Company’s stockholders to the extent such approval is required by applicable law or stock exchange rules.

The Committee may amend the terms of any Award theretofore granted, prospectively or retroactively, but no such amendment shall cause a Qualified Performance-Based Award to cease to qualify for the Section 162(m) Exemption or impair the rights of any Award Holder without the Award Holder’s consent, except such an amendment made to cause the Plan or the Award to comply with applicable law, stock exchange rules or accounting rules.

Subject to the other provisions of this Section, the Board shall have authority to amend the Plan to take into account changes in law and tax and accounting rules, as well as other developments, and to grant Awards that qualify for beneficial treatment under such rules without stockholder approval.

SECTION 9. General Provisions

(a) Nothing contained in the Plan shall prevent the Company or any Subsidiary or Affiliate from adopting other or additional compensation arrangements for its employees. No Eligible Individual or Award Holder shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Award Holders.

(b) The Plan shall not constitute a contract of employment, and adoption of the Plan shall not confer upon any employee any right to continued employment, nor shall it interfere in any way with the right of the Company or any Subsidiary or Affiliate to terminate the employment of any employee at any time.

(c) No later than the date as of which an amount first becomes includible in the gross income of the Award Holder for federal income tax purposes with respect to any Award under the Plan, the Award Holder shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any federal, state or local or foreign taxes of any kind required by law to be withheld with respect to such amount. The Award Holder shall satisfy, in whole, the foregoing withholding liability by having the Company withhold from the number of shares of Common Stock otherwise issuable pursuant to the settlement of the Award, a number of shares of Common Stock with a Fair Market Value equal to such withholding liability. The obligations of the Company under the Plan shall be conditional on such payment or arrangements, and the Company and any Affiliate shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Award Holder.

(d) The Committee shall establish such procedures as it deems appropriate for an Award Holder to designate a beneficiary to whom any amounts payable in the event of the Award Holder’s death are to be paid or by whom any rights of the Award Holder, after the Award Holder’s death, may be exercised.

(e) The Plan and all Awards made and actions taken thereunder shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to principles of conflict of laws.

(f) In the event an Award is granted to an Eligible Individual who is employed or providing services outside the United States and who is not compensated from a payroll maintained in the United States, the Committee may, in its sole discretion, modify the provisions of the Plan as they pertain to such individual to comply with applicable foreign law.

SECTION 10. Effective Date of Plan

The Plan shall be effective as of the Effective Date, subject to the approval by at least a majority of the votes cast at the meeting of stockholders at which approval of the Plan is sought.

Exhibit 10.22

SHARE SURRENDER AGREEMENT

THIS SHARE SURRENDER AGREEMENT (this “Agreement”) is made and entered into as of October 10, 2002, by and between BlackRock, Inc., a Delaware corporation (“BlackRock”), PNC Asset Management, Inc., a Delaware corporation (“PAM”) and an indirect wholly-owned subsidiary of The PNC Financial Services Group, Inc., a Pennsylvania corporation (“PNC”), and PNC.

WITNESSETH:

WHEREAS, PAM and PNC have determined that it is in their best interests to adopt a long-term stock incentive plan that will permit BlackRock and its affiliates to attract and retain employees of outstanding ability, to reward employees for services rendered and to promote the identification of their interests with those of the stockholders of BlackRock; and

WHEREAS, in connection with the Plan (as defined herein), BlackRock, PAM and PNC have agreed that PAM shall, and PNC shall cause PAM to, surrender to Award Holders (as defined in the Plan), as directed by BlackRock, and assign, transfer, convey and deliver to Award Holders, as directed by BlackRock, all of PAM’s right, title and interest to and in, a certain number of shares of Common Stock (as defined herein), upon the terms and subject to the conditions and in the manner more fully set forth herein;

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

TERMS AND CONDITIONS

1. Agreement. Upon the terms and subject to the conditions contained herein, the parties hereto agree as follows:

1.1 Definitions.

1.1.1 Defined Terms. For the purpose of this Agreement, the following terms shall have the following meanings:

(a) “Acceleration Event” shall have the meaning assigned thereto in the Plan.

(b) “Applicable Vesting Percentage” shall mean, either (1) in the event the Vesting Event occurs because an Acceleration Event occurs, 100% or (2) in the event the Vesting Event occurs because a Performance Goal is achieved, one of the following: (A) 100%, if the Performance Goal that is achieved is Performance Goal Number One; (B) at the sole discretion of the Committee (as defined in the Plan) pursuant to the Plan, in an amount not to exceed 90%, if the Performance Goal that is achieved is Performance Goal Number Two; (C) at the sole discretion of the Committee (as defined in the Plan) pursuant to the Plan, in an amount not to exceed 75%, if the Performance Goal that is achieved is Performance Goal Number Three; or (D) at the sole discretion of the Committee (as defined in the Plan) pursuant to the Plan, in an amount not to exceed 50%, if the Performance Goal that is achieved is Performance Goal Number Four.

(d) “Business Day” shall mean any day other than Saturday, Sunday or any other day on which banks in the State of New York are required by law to be closed.

(e) “Common Stock” shall mean Class A Common Stock, par value $0.01 per share, of BlackRock (“Class A Common Stock”) or Class B Common Stock, par value $0.01 per share, of BlackRock (“Class B Common Stock”), as the case may be.

(f) “Company Peer Group” shall have the meaning assigned thereto in the Plan.

(g) “Encumbrances” shall mean any liens, claims, liability, charges, options, defaults, mortgages, pledges, hypothecations, security interests or other encumbrances of any type or nature, whether absolute or accrued, contingent or otherwise, except any such encumbrances created by this Agreement.

(h) “Last Possible Vesting Event Date” shall mean the date that is the last possible date on which any Award might vest under the Plan.

(i) “Performance Goal” shall mean, as the case may be, Performance Goal Number One, Performance Goal Number Two, Performance Goal Number Three, or Performance Goal Number Four.

(j) “Performance Goal Number One” shall mean the achievement of the following: the average closing price of Class A Common Stock is equal to or in excess of $65 per share for (x) any period of one calendar quarter during the period commencing January 1, 2005 and ending December 31, 2006, or (y) any period of three months commencing prior to and including December 31, 2006, whichever is earlier.

(k) “Performance Goal Number Two” shall mean the achievement of the following: (x) BlackRock has achieved 10% earnings per share growth (excluding all compensation expenses incurred pursuant to the provisions of the Plan or any compensation expenses incurred if the Company elects or is required to account for

equity and equity based compensation under Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation) on a compound annual growth rate basis during the Plan Period, it being understood that for purposes of measuring earnings per share growth (1) expenses related to long-term incentive and retention plans shall be excluded from the calculation of earnings from the period from January 1, 2001 to December 31, 2002 and (2) BlackRock shall be deemed to devote at least 31.5% of pre-bonus operating income to employee bonuses during each year during the Plan Period (the “BlackRock EPS Test”), and (y) the price performance of Class A Common Stock during the Plan Period relative to the Company Peer Group ranks in the 90th percentile or higher when comparing the average of the closing prices of Class A Common Stock during the fourth quarter of 2001 (the “2001 BlackRock Stock Price”) and the average of the closing prices of the stocks of the members of the Company Peer Group during the fourth quarter of 2001 (the “2001 Peer Group Stock Prices”) to the average of the closing prices of Class A Common Stock during the fourth quarter of 2006 (the “2006 BlackRock Stock Price”) and the average of the closing prices of the stock of the members of the Company Peer Group during the fourth quarter of 2006 (the “2006 Peer Group Stock Prices”).

(l) “Performance Goal Number Three” shall mean the achievement of the following: (x) the BlackRock EPS Test is satisfied and (y) the price performance of Class A Common Stock during the Plan Period ranks in the 75th percentile to the 89th percentile when comparing the 2001 BlackRock Stock Price and the 2001 Peer Group Stock Prices to the 2006 BlackRock Stock Price and the 2006 Peer Group Stock Prices.

(m) “Performance Goal Number Four” shall mean the achievement of the following: (x) the BlackRock EPS Test is satisfied, and (y) the price performance of Class A Common Stock during the Plan Period ranks in the 50th percentile to the 74th percentile when comparing the 2001 BlackRock Stock Price and the 2001 Peer Group Stock Prices to the 2006 BlackRock Stock Price and the 2006 Peer Group Stock Prices.

(n) “Person” shall mean an individual, a corporation, a company, a voluntary association, a partnership, a joint venture, a limited liability company, a trust, an estate, an unincorporated organization, a governmental authority or other entity.

(o) “Plan” shall mean the BlackRock, Inc. 2002 Long-Term Retention and Incentive Plan.

(p) “Plan Period” shall mean the period from January 1, 2002 to December 31, 2006.

(q) “Vesting Event” shall mean the occurrence of (1) an Acceleration Event or (2) the achievement of a Performance Goal, whichever is earlier.

1.2 Agreement to Deliver Shares .

(a) The parties hereto agree that upon a Payment Date (as defined in the Plan) PAM shall, and PNC shall cause PAM to, as soon as is reasonably practicable (1) surrender and assign, transfer, convey and deliver to Award Holders, as directed by BlackRock, free and clear of all Encumbrances, all of PAM’s right, title and interest to and in such number of shares of Common Stock (the “Payment Date Shares”) equal to the lesser of (A) the product of (I) 4,000,000 (as may be adjusted pursuant to Section 1.4.1) multiplied by (II) the Applicable Vesting Percentage or (B) the product of (I) a number of shares of Common Stock having a value as of the Payment Date equal to the aggregate value of Awards (as defined in the Plan) to be paid to Award Holders pursuant to the Plan, as directed by BlackRock, multiplied by (II) 0.8333; in either case less a number of shares of Common Stock having a value as of the Payment Date equal to the amount of federal, state and local taxes BlackRock is required to withhold with respect to the Awards (the “Tax Withholding Shares”); and (2) surrender and assign, transfer, convey and deliver to BlackRock, as directed by BlackRock, free and clear of all Encumbrances, all of PAM’s right, title and interest to and in the Tax Withholding Shares.

(b) The parties hereto also agree that if, pursuant to Section 1.2(a)(1)(B), PAM delivers a number of shares of Common Stock to Award Holders on the Payment Date calculated pursuant to Section 1.2(a)(1)(B), in addition, PAM shall, and PNC shall cause PAM to, continue to own a number of shares of Common Stock (the “Remainder Shares”) equal to the difference between (1) the product of (A) 4,000,000 (as may be adjusted pursuant to Section 1.4.1) multiplied by (B) the Applicable Vesting Percentage, less (2) the number of shares of Common Stock surrendered on the Payment Date pursuant to Section 1.2(a)(1)(B). PAM shall, and PNC shall cause PAM to, make the Remainder Shares available for use in future long-term retention and incentive programs approved by BlackRock’s Board of Directors to retain BlackRock employees. Notwithstanding the foregoing, nothing contained in this Agreement shall limit in any manner the rights of PNC, PAM or their respective designees to exercise voting or other corporate governance rights to which such entity is entitled relating to the approval or disapproval of future BlackRock retention and/or incentive programs.

1.3 Covenants .

1.3.1 Covenants of PNC and PAM. PAM and PNC agree that any and all shares of Common Stock surrendered and assigned, transferred, conveyed and delivered by PAM to Award Holders and to BlackRock, as directed by BlackRock, pursuant to this Agreement shall be contributed free and clear of any and all Encumbrances. PNC and PAM shall take such steps as may be necessary to assure that at all times PAM directly owns for its own account sufficient shares of Common Stock as may be required to be surrendered pursuant to the terms hereof.

1.3.2 Voting. PAM hereby agrees that, during the time this Agreement is in effect, at any meeting of the stockholders of BlackRock, however called, or any adjournment thereof, or by written consent, PAM shall be present (in person or by proxy) and vote (or cause to be voted), or execute a written consent in respect of, all of the

Voting Shares Owned by it as of the record date fixed for such meeting or for such consent (a) in favor of approval of the Plan and any other matter that is required to facilitate the transactions contemplated by the Plan and (b) against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of BlackRock under the Plan or that would otherwise be inconsistent with, prevent or materially delay the transactions contemplated by the Plan. “Voting Shares” shall mean (1) all shares of Class A Common Stock and shares of Class B Common Stock Owned by PAM as of the date hereof and (2) all additional shares of Class A Common Stock and shares of Class B Common Stock, of which PAM acquires Ownership during the period from the date hereof through the relevant record date. PAM shall be deemed to “Own” or to have acquired “Ownership” of a security if PAM, is the record or beneficial owner of such security. As of the date hereof, PAM is the record owner of 4,935,000 shares of Class A Common Stock and 40,000,000 shares of Class B Common Stock.

1.3.3 Covenants of BlackRock .

1.3.3.1 BlackRock hereby agrees that the members of its Board of Directors that constitute the Committee (as such term is defined in the Plan) shall be comprised of such members as provided in the Plan. BlackRock further agrees that the Plan will be administered by the Committee in accordance with the terms and conditions of the Plan.

1.3.3.2 BlackRock hereby agrees that it shall not make any adjustments to the Plan, including, without limitation, any adjustments to the Performance Goals and Awards, without obtaining the prior written consent of PNC as required by Section 4 of the Plan, which consent shall not be unreasonably withheld or delayed.

1.4 Other .

1.4.1 Adjustment . The number of shares and class of Common Stock or substitute consideration therefor subject to this Agreement shall be appropriately adjusted to reflect any stock dividends, stock splits, reverse stock splits, recapitalizations, reclassifications, reorganizations, consolidations, mergers, share exchanges or similar business combinations, or any other similar changes in the capital structure of BlackRock. In connection with any reorganization, consolidation, merger or similar business combination involving BlackRock, BlackRock shall reasonably cooperate with PNC and PAM in negotiating with any person or entity that will own a significant portion of the voting or equity securities of BlackRock following such transaction regarding the equitable substitution of PNC and PAM from, or the sharing by such person or entity of, PNC’s and PAM’s obligations under this Agreement. Subject to BlackRock’s consent, which shall not be unreasonably withheld, in the event that in connection with any reorganization, consolidation, merger or similar business combination involving BlackRock, any person agrees to provide shares or other consideration (valued on the date of the consummation of such transactions) (the “Substitute Consideration”) in substitution of PAM’s obligations pursuant to Section 1.2 of this Agreement, this

Agreement and the obligations of PAM hereunder, including, without limitation, the obligations of PAM under Section 1.2, shall be deemed satisfied to the extent of the value of the Substitute Consideration.

1.4.2 Spin-off Adjustments .

(a) In the event PAM or PNC proposes to effect a distribution (including, but not limited to, a spin-off or a split-off) of the BlackRock Common Stock held by such entity to the public stockholders of PNC, PAM or any parent company of PNC or PAM, as the case may be (a “Distribution”), before the Termination Date, BlackRock and PAM shall negotiate, in good faith to equitably adjust PAM’s and PNC’s obligations under this Agreement, including, without limitation, the economic value PAM and PNC may be required to deliver to employees of BlackRock in connection with the Plan and the manner in which and time at which such economic value may be delivered. Any such adjustment shall be determined with reference to the following considerations: (1) BlackRock’s potential funding requirements with respect to awards under the Plan, (2) the potential length of the time period between the proposed Distribution and the vesting and payment of awards under the Plan, (3) reasonable expectations regarding the satisfaction of the Performance Goals based on the operating performance of BlackRock and price performance of the Common Stock since the date of this Agreement, (4) an equitable allocation of the costs of funding the Plan between PNC and the stockholders of BlackRock following the Distribution and (5) PNC’s reasonable tax and financial accounting requirements in connection with the Distribution. In the event that, notwithstanding such efforts, the parties are unable to reach agreement within 60 days, the parties shall submit the matter for resolution by binding arbitration as described in subsection (b) below.

(b) If BlackRock, PNC and PAM are unable to agree on the equitable adjustments contemplated by subsection (a) within the 60-day time period contemplated by subsection (a), within 10 business days following the expiration of such 60-day period PAM and BlackRock each shall select a competent and disinterested arbitrator and shall give written notice of such designation to the other party. Within 10 business days after such notices have been given, the two arbitrators so designated shall select a third competent and disinterested arbitrator and give notice of such selection to both parties. The arbitrators shall determine any equitable adjustments to PAM’s and PNC’s obligations under the Agreement contemplated by subsection (a) with reference to the considerations set forth in subsection (a). The arbitrators may hire a nationally recognized investment bank and such other experts as the arbitrators determine are necessary to assist them in connection with making the determinations required under this Section 1.4.2. Each party shall provide any information and written submissions and participate in any proceedings determined to be necessary by the arbitrators. The arbitrators shall render a decision within 60 days of the selection of the third arbitrator. Each party shall pay its chosen arbitrator, and shall bear equally the expenses of the third arbitrator and any investment bank and other experts hired by the arbitrators. All other expenses of arbitration are to be borne by the party incurring them. Any determinations

made by the arbitrators pursuant to this Section 1.4.2(b) shall be final and binding on the parties to this Agreement.

(c) Each of the parties hereto acknowledges that the fact (1) that BlackRock, PNC and PAM reach agreement as contemplated by Section 1.4.2(a) or (2) that a decision of arbitrators is rendered as contemplated by Section 1.4.2(b) shall not obligate PAM or PNC to complete any proposed Distribution.

1.4.3 Further Assurances . Each party hereto shall execute, deliver, file and record, or cause to be executed, delivered, filed and recorded, such further agreements, instruments and other documents, and take, or cause to be taken, such further actions, as the other parties hereto may reasonably request as being necessary or advisable to effect or evidence the transactions contemplated by this Agreement. PNC shall cause PAM to vote its Voting Shares in accordance with this Agreement and to perform PAM’s other obligations hereunder. PNC shall be liable for any breaches of PAM’s representations hereunder or any failure by PAM to perform any of its obligations hereunder. Each party shall also cooperate with each other and use its reasonable best efforts to prepare for, effect and consummate the surrender of the Payment Date Shares and the Remainder Shares, as contemplated by Section 1.2, including, if necessary, by preparing and filing with the Securities and Exchange Commission a registration statement and making any filings under applicable state securities or “blue sky” laws or similar securities laws.

1.5 Termination .

1.5.1 Termination Date . This Agreement shall terminate upon the later to occur of (A) the surrender and assignment, transfer, conveyance and delivery by PAM of all shares of Common Stock required to be surrendered by PNC pursuant to Section 1.2 (including any Remainder Shares) and (B) the Last Possible Vesting Event Date.

2. General Provisions .

2.1 Notices . All notices or other communications required or permitted to be given hereunder shall be in writing and shall be delivered by hand or sent by telecopy, or by postage prepaid, registered, certified or express mail or by reputable overnight courier service and shall be deemed given when delivered by hand or upon receipt of telecopy confirmation if sent by facsimile, three days after mailing (one (1) Business Day in the case of guaranteed overnight express mail or guaranteed overnight courier service), as follows (or at such other address or to such other fax for a party as shall be specified by like notice):

(i) If to BlackRock:

BlackRock, Inc.
40 East 52nd Street
New York, NY 10022
Attn.: Robert Connolly
Fax: (212) 409-3744

with a copy to:

Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Attn.: Adam D. Chinn
Fax: (212) 403-2000

(ii) if to PAM and/or PNC:

The PNC Financial Services Group, Inc.
One PNC Plaza
Pittsburgh, Pennsylvania 15222
Attn: General Counsel
Fax: (412) 762-2875

with a copy to:

Arnold & Porter
555 Twelfth Street, N.W.
Washington, D.C. 20004
Attn.: Steven Kaplan
Fax: (202) 942-5999

2.2 Assignment; Successors and Assigns . This Agreement and the rights and obligations hereunder shall not be assigned or transferred in whole or in part by any party hereto without the prior written consent of the other parties hereto, except that PNC may assign its rights and obligations hereunder to any successor-in-interest to PNC (provided that such successor-in-interest agrees in writing to become a party to and to be bound by this Agreement and all of the obligations of PNC hereunder) and PAM may assign its rights and obligations hereunder to any person to whom it transfers at least a majority of the BlackRock capital stock owned by PAM (provided that such person agrees in writing to become a party to and to be bound by this Agreement and all of the obligations of PAM hereunder). Any attempted assignment or delegation in contravention hereof shall be null and void. This Agreement shall be binding upon and inure to the benefit of the permitted successors and assigns of the parties hereto.

2.3 No Third-Party Beneficiaries . Except for the chief executive officer of BlackRock who shall be permitted to enforce the provisions of this Agreement

for the benefit of the Award Holders (as defined in the Plan), this Agreement is for the sole benefit of the parties hereto, and nothing herein express or implied shall give or be construed to give to any Person or entity, other than the parties hereto, any legal or equitable rights hereunder.

2.4 Remedies . Except as otherwise expressly provided herein, none of the remedies set forth in this Agreement are intended to be exclusive, and each party shall have all other remedies now or hereafter existing at law or in equity or by statute or otherwise, and the election of any one or more remedies shall not constitute a waiver of the right to pursue other available remedies.

2.5 Interpretation; Definitions . The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted. When a reference is made in this Agreement to Sections, such reference shall be to a Section of this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The phrases “the date of this Agreement,” “the date hereof” and terms of similar import, unless the context otherwise requires, shall be deemed to refer to the date set forth in the first paragraph of this Agreement. The words “hereof,” “hereby,” “herein,” “hereunder” and similar terms in this Agreement shall refer to this Agreement as a whole and not to any particular Section in which such words appear.

2.6 Amendments . No amendment to this Agreement shall be effective unless it shall be in writing and signed by each party hereto.

2.7 Counterparts . This Agreement and any amendments hereto may be executed by facsimile and in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the parties and delivered to the other parties hereto.

2.8 Severability . If any provision of this Agreement or the application of any such provision to any Person or circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision hereof.

2.9 Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely within such State, without regard to the choice of law principles of such State.

2.10 Actions and Proceedings . The parties hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the courts of the State of New York located within the County of New York, of the United States of America located in the Southern District of the State of New York, of the Commonwealth of Pennsylvania located within Allegheny County and/or of the United States of America located in the Western District of Pennsylvania for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and agree not to commence any action, suit or proceeding relating thereto except in such courts, and further agree that, the fullest extent permitted by law, service of any process, summons, notice or document by U.S. registered mail to any such party’s address referred to in Section 2.1 shall be effective service of process for any action, suit or proceeding brought against such party in any such court). The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this agreement or the transactions contemplated hereby in the courts of the State of New York or the Commonwealth of Pennsylvania or the United States of America located in the State of New York or the Commonwealth of Pennsylvania, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO FURTHER REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

2.11 Waiver. Except as otherwise provided in this Agreement, any failure of any of the parties hereto to comply with any obligation, covenant, agreement or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Any consent given by any party pursuant to this Agreement shall be valid only if contained in a written consent signed by such party.

2.12 Entire Agreement. This Agreement and the Plan contain the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings, whether written or oral, relating to such subject matter.

2.13 Specific Performance. The parties hereby acknowledge, recognize and agree that irreparable injury may result to any non-breaching party if a party breached any provision of this Agreement such that money damages alone would not be a sufficient remedy for any such breach. Each party hereto therefore agrees that if it should engage, or cause or permit any other Person to engage, in any act in violation of any provision hereof, the other parties shall be entitled, in addition to such other remedies, damages and relief as may be available under this Agreement or applicable law, to an injunction prohibiting the breaching party from engaging in any such act or specifically enforcing this Agreement, as the case may be.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above mentioned.

BLACKROCK, INC.

By:	/s/ LAURENCE D. FINK

Name:	Laurence D. Fink

Title:	Chairman and Chief Executive Officer

PNC ASSET MANAGEMENT, INC.

By:	/s/ JAMES E. ROHR

Name:	James E. Rohr

Title:	Chairman and Chief Executive Officer

THE PNC FINANCIAL SERVICES GROUP, INC.

By:	/s/ JAMES E. ROHR

Name:	James E. Rohr

Title:	Chairman and Chief Executive Officer

EXHIBIT 10.23

EMPLOYMENT AGREEMENT

AGREEMENT by and between BlackRock, Inc., a Delaware corporation (the “Company”) and Laurence Fink (the “Executive”) dated as of the 10th day of October, 2002 (the “Agreement”).

WHEREAS, the Executive is currently employed as Chairman and Chief Executive Officer of the Company; and

WHEREAS, the Company has determined that it is in the best interests of the Company and its stockholders for the Company to have the continued dedication and services of the Executive;

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1. Effective Date . The “Effective Date” shall mean the date of this Agreement.

2. Employment Period . The Company hereby agrees to employ the Executive, and the Executive hereby agrees to continue in the employ of the Company on the terms and subject to the conditions of this Agreement, for the period commencing on the Effective Date and ending on the later of (a) the Initial Payment Date (as defined in Section 1(aa)(i) of the BlackRock, Inc. 2002 Long-Term Retention and Incentive Plan (the “Program”)), if any, and (b) the last possible date upon which any Performance Goal (as defined in the Program) could be achieved (such period of employment, the “Employment Period”).

3. Terms of Employment . (a) Position and Duties . (i) During the Employment Period, (A) the Executive shall serve as Chairman and Chief Executive Officer of the Company, reporting directly to the Board of Directors of the Company (the “Board”), with full executive power as Chief Executive Officer of the Company, subject to supervision of the Board consistent with its fiduciary duties and obligations under laws, with duties, authorities and responsibilities commensurate with such title and office and on a basis no less favorable than the Executive’s duties, authorities and responsibilities prior to the Effective Date and (B) the Executive’s services shall be performed in Manhattan, New York.

(ii) During the Employment Period, and excluding any periods of disability and vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the Executive’s responsibilities hereunder, to use the Executive’s reasonable best efforts to perform such responsibilities. During the Employment Period, it shall not be a violation of this Agreement for the Executive to (a) serve on corporate, civic or charitable boards

or committees, (b) deliver lectures, fulfill speaking engagements or teach at educational institutions and (c) manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company.

(b) Compensation . (i) Base Salary . During the Employment Period, the Executive shall receive an annual base salary (“Annual Base Salary”) of no less than the Executive’s base salary as in effect as of the date hereof. The Annual Base Salary shall be reviewed by the Board no less frequently than annually and may be increased (but not decreased) at the discretion of the Board. If the Executive’s Annual Base Salary is increased, the increased amount shall be the Annual Base Salary for the remainder of the Employment Period. The Annual Base Salary shall be payable in installments, consistent with the Company’s payroll procedures in effect from time to time, provided that such installments shall be no less frequent than monthly.

(ii) Annual Bonus . In addition to the Annual Base Salary, the Executive shall be eligible to earn, for each fiscal year ending during the Employment Period, an annual cash bonus (an “Annual Bonus”) on terms and conditions, including performance goals, as mutually determined by the Executive and the Compensation Committee of the Board (the “Committee”) prior to each such fiscal year.

(iii) Long-Term Incentive Compensation . As determined by the Committee, the Executive shall be entitled to participate in the Company’s long term incentive compensation arrangements on terms and conditions no less favorable than the terms and conditions generally applicable to the Executive’s peer executives at the Company (the “Peer Executives”), as in effect from time to time.

(iv) Incentive, Savings and Retirement Plans . During the Employment Period, the Executive shall be entitled to participate in all other incentive plans, practices, policies and programs, and all savings and retirement plans, practices, policies and programs, in each case on terms and conditions no less favorable than the terms and conditions generally applicable to the Peer Executives, but in no event shall such plans, practices, policies and programs provide the Executive with incentive opportunities, savings opportunities and retirement benefit opportunities, in the aggregate, less favorable than those provided to the Executive under such plans, practices, policies and programs, as in effect immediately before the Effective Date.

(v) Welfare Benefit Plans . During the Employment Period, the Executive and/or the Executive’s spouse and dependents, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company and its affiliates (including,

without limitation, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans and programs) on terms and conditions no less favorable than the terms and conditions generally applicable to the Peer Executives, but in no event shall such plans, practices, policies and programs provide the Executive with benefits which are less favorable, in the aggregate, than those provided to the Executive and his dependents immediately before the Effective Date.

(vi) Expenses . During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in accordance with the most favorable policies, practices and procedures of the Company in effect for the Executive immediately before the Effective Date or, if more favorable to the Executive, those provided generally at any time thereafter to the Peer Executives.

(vii) Fringe Benefits . During the Employment Period, the Executive shall be entitled to fringe benefits as determined by the Committee in its sole discretion, but in no event less favorable than fringe benefits provided pursuant to the most favorable policies, practices and procedures of the Company in effect for the Executive immediately before the Effective Date (including, without limitation, automobiles) or, if more favorable to the Executive, those provided generally at any time thereafter to the Peer Executives.

(viii) Office and Support Staff . During the Employment Period, the Executive shall be entitled to an office or offices of a size and with furnishings and other appointments, and to exclusive personal secretarial and other assistance at least equal to those provided to the Executive immediately before the Effective Date or, if more favorable to the Executive, those provided generally at any time thereafter to the Peer Executives.

(ix) Vacation . During the Employment Period, the Executive shall be entitled to paid vacation in accordance with the most favorable plans, policies, programs and practices of the Company as in effect for the Executive immediately before the Effective Date or, if more favorable to the Executive, those provided generally at any time thereafter to the Peer Executives.

4. Termination of Employment . (a) Death or Disability . The Executive’s employment shall terminate automatically upon the Executive’s death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may provide to the Executive written notice in accordance with Section 11(b) of this Agreement of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the “Disability Effective Date”), provided that, within the 30 days after the receipt of such notice, the Executive shall not have returned to full time performance of the Executive’s duties. For purposes of this Agreement, “Disability” shall mean the absence of the

Executive from the Executive’s duties with the Company on a full time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness, which is determined to be total and permanent by a physician selected by the Company or its insurers and reasonably acceptable to the Executive or the Executive’s legal representative.

(b) Cause . The Company may terminate the Executive’s employment during the Employment Period with or without Cause. For purposes of this Agreement, “Cause” shall mean:

(i) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board or its representative, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties; or

(ii) the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company; or

(iii) conviction of a felony (other than a traffic related felony) or guilty or nolo contendere plea by the Executive with respect thereto; or

(iv) a material breach by the Executive of Section 9 of this Agreement.

No act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s act or omission was in the best interests of the Company. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board (not including the Executive) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in subparagraph (i), (ii), (iii) or (iv) above, and specifying the particulars thereof in detail.

(c) Deficient Opportunity . The Executive’s employment may be terminated by the Executive for Deficient Opportunity. For purposes of this Agreement, “Deficient Opportunity” shall mean in the absence of a written consent of the Executive:

(i) the failure to have authority, duties or responsibilities consistent with the Executive’s position (including status, offices, titles and reporting requirements) as contemplated by the Agreement, or any action by the Company which results in a material diminution in such position, authority, duties or responsibilities, excluding for this purpose any action not taken in bad faith and which is remedied by the Company promptly after receipt of notice hereof given by the Executive; or

(ii) any failure by the Company to comply with any of the provisions of Section 3(b) of this Agreement, other than a failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; or

(iii) the Company’s requiring the Executive to be based at any office or location other than that provided in Section 3(a)(i)(B) hereof; or

(iv) any purported termination by the Company of the Executive’s employment otherwise than as expressly permitted by this Agreement; or

(v) any failure by the Company to comply with and satisfy Section 10(c) of this Agreement.

The Executive’s mental or physical incapacity following the occurrence of an event described above in clauses (i) through (v) shall not affect the Executive’s ability to terminate employment for Deficient Opportunity.

(d) Notice of Termination . Any termination by the Company for Cause, or by the Executive for Deficient Opportunity, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 11(b) of this Agreement. For purposes of this Agreement, a “Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than thirty days after the giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Deficient Opportunity or Cause shall not constitute a waiver of any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

(e) Date of Termination . “Date of Termination” means (i) if the Executive’s employment is terminated by the Company for Cause, or by the Executive for Deficient Opportunity, the date of receipt of the Notice of Termination or any later date specified therein within 30 days of such notice, as the case may be, (ii) if the Executive’s employment is terminated by the Company other than for Cause or

Disability, the Date of Termination shall be the date on which the Company notifies the Executive of such termination and (iii) if the Executive’s employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of the Executive or the Disability Effective Date, as the case may be.

5. Obligations of the Company upon Termination. (a) Deficient Opportunity; Other Than for Cause, Death or Disability . If, during the Employment Period, the Company shall terminate the Executive’s employment other than for Cause, death or Disability or the Executive shall terminate his employment for Deficient Opportunity:

(i) the Company shall pay to the Executive in a lump sum in cash within 15 days after the Date of Termination the aggregate of the following amounts:

	A. the sum of (1) the Executive’s Annual Base Salary through the Date of Termination, and (2) the product of (x) the highest Annual Bonus paid to the Executive with respect to the three fiscal years ending prior to the Date of Termination (the “Reference Bonus”) and (y) a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs through the Date of Termination, and the denominator of which is 365, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1) and (2), shall be hereinafter referred to as the “Accrued Obligations”); and

	B. an amount equal to the product of (1) three and (2) the sum of (a) the Annual Base Salary and (b) the Reference Bonus; and

(ii) for the three-year period commencing on the Date of Termination, the Company shall continue to provide the benefits described in Section 3(b)(v) to the Executive and his spouse and dependents on the same basis such benefits were provided to the Executive immediately prior to the Effective Date (collectively “Welfare Benefits”);

(iii) any unvested cash and equity long-term incentive award or other incentive awards granted to the Executive, including without limitation options to purchase Company stock and cash awards granted under the Program (collectively, “Retention and Incentive Awards”), shall immediately vest and/or be paid, as applicable, in full and such stock options shall, from and after such vesting, remain exercisable for the remainder of their respective terms; and

(iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (other

than any severance payment plan) through the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).

(b) Death . If the Executive’s employment is terminated by reason of the Executive’s death during the Employment Period, this Agreement shall terminate without further obligations to the Executive’s legal representatives under this Agreement, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. In addition, options granted to the Executive to purchase Company stock shall vest in full and, from and after such vesting, remain exercisable for the remainder of their respective terms. Furthermore, with respect to the Retention and Incentive Awards, the Executive’s beneficiary shall receive a Pro Rata Award (as defined in the Program) at such time as the Retention and Incentive Awards would otherwise have become payable had the Executive remained in the employ of the Company. Accrued Obligations shall be paid to the Executive’s estate or beneficiary, as applicable, in a lump sum in cash within 30 days of the Date of Termination. With respect to the provision of Other Benefits, the term Other Benefits as utilized in this Section 5(b) shall include death benefits as in effect on the date of the Executive’s death with respect to senior executives of the Company and their beneficiaries.

(c) Disability . If the Executive’s employment is terminated by reason of the Executive’s Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. In addition, options granted to the Executive to purchase Company stock shall vest in full and, from and after such vesting, remain exercisable for the remainder of their respective terms. Furthermore, with respect to the Retention and Incentive Awards, the Executive shall receive a Pro Rata Award at such time as the Retention and Incentive Awards would otherwise have become payable had the Executive remained in the employ of the Company. Accrued Obligations shall be paid to the Executive (or his legal representative) in a lump sum in cash within 30 days of the Date of Termination. With respect to the provision of Other Benefits, the term Other Benefits as utilized in this Section 5(c) shall include, and the Executive shall be entitled after the Disability Effective Date to receive, disability and other benefits as in effect at any time thereafter generally with respect to senior executives of the Company and the continued provision of Welfare Benefits to the Executive, his spouse and dependents.

(d) Cause; Other than for Deficient Opportunity . If the Executive’s employment shall be terminated for Cause or the Executive terminates his employment without Deficient Opportunity during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive (i) his Annual Base Salary through the Date of Termination and (ii) the Other Benefits, in each case to the extent theretofore unpaid.

(e) After the Employment Period . If the Executive’s employment shall terminate for any reason following the Employment Period, the Company shall

provide the Other Benefits (to the extent theretofore unpaid), and any earned but unpaid Annual Base Salary.

6. Non-exclusivity of Rights . Except as specifically provided, nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in any plan, program, policy or practice provided by the Company or any of its affiliated companies and for which the Executive may qualify, nor, subject to Section 11(f), shall anything herein limit or otherwise affect such rights as the Executive may have under any contract or agreement with the Company or any of its affiliated companies. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with the Company or any of its affiliated companies at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program or contract or agreement except as explicitly modified by this Agreement.

7. Full Settlement . The Company’s obligation to make the payments provided for in this Agreement shall not be affected by any set-offs other than of amounts payable under this Agreement. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and, such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred (within 10 days following the Company’s receipt of an invoice from the Executive), to the full extent permitted by law, all legal fees and expenses that the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus, in each case, interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”).

8. Certain Additional Payments by the Company . (a) Anything in this Agreement to the contrary notwithstanding and except as set forth below, in the event it shall be determined that any Payment would be subject to the Excise Tax (as defined below), then the Executive shall be entitled to receive an additional payment (the “Gross-Up Payment”) in an amount such that, after payment by the Executive of all taxes (and any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. The Company’s obligation to make Gross-Up Payments under this Section 8 shall not be conditioned upon the Executive’s termination of employment.
(b) Subject to the provisions of Section 8(c), all determinations required to be made under this Section 8, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Ernst & Young, LLP or such other nationally recognized

accounting firm as may be agreed by the Company and the Executive (the “Accounting Firm”). The Accounting Firm shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the receipt of notice from the Executive that there has been a Payment or such earlier time as is requested by the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 8, shall be paid by the Company to the Executive within 5 days of the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will not have been made by the Company should have been made (the “Underpayment”), consistent with the calculations required to be made hereunder. In the event the Company exhausts its remedies pursuant to Section 8(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

(c) The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable, but no later than 10 business days after the Executive is informed in writing of such claim. The Executive shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which the Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that the Company desires to contest such claim, the Executive shall:

(i) give the Company any information reasonably requested by the Company relating to such claim;

(ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company;

(iii) cooperate with the Company in good faith in order effectively to contest such claim; and

(iv) permit the Company to participate in any proceedings relating to such claim;

provided , however , that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest, and

shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 8(c), the Company shall control all proceedings taken in connection with such contest, and, at its sole discretion, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the applicable taxing authority in respect of such claim and may, at its sole discretion, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that, if the Company directs the Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties) imposed with respect to such advance or with respect to any imputed income in connection with such advance; and provided, further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which the Gross-Up Payment would be payable hereunder, and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

(d) If, after the receipt by the Executive of a Gross-Up Payment or an amount advanced by the Company pursuant to Section 8(c), the Executive becomes entitled to receive any refund with respect to the Excise Tax to which such Gross-Up Payment relates or with respect to such claim, the Executive shall (subject to the Company’s complying with the requirements of Section 8(c), if applicable) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 8(c), a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

(e) Notwithstanding any other provision of this Section 8, the Company may, in its sole discretion, withhold and pay over to the Internal Revenue Service or any other applicable taxing authority, for the benefit of the Executive, all or any portion of any Gross-Up Payment, and the Executive hereby consents to such withholding.

(f) Any other liability for unpaid or unwithheld Excise Taxes shall be borne exclusively by the Company, in accordance with Section 3403 of the Code. The

foregoing sentence shall not in any manner relieve the Company of any of its obligations under this Employment Agreement.

(g) Definitions. The following terms shall have the following meanings for purposes of this Section 8.

(i) “Excise Tax” shall mean the excise tax imposed by Section 4999 of the Code, together with any interest or penalties imposed with respect to such excise tax.

(ii) A “Payment” shall mean any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of the Executive, whether paid or payable pursuant to this Agreement or otherwise.

9. Restrictive Covenants . (a) Non-Compete. During the Executive’s employment and for a period of one year following the Date of Termination (the “Restricted Period”), unless the Executive’s employment with the Company or an affiliate thereof shall have been terminated (i) by the Company without Cause, (ii) by reason of the Executive’s death or Disability or (iii) by the Executive by reason of a Deficient Opportunity, the Executive shall not, without the prior written consent of the Company, engage in any Competitive Activity anywhere in the world. “Competitive Activity” shall mean any participation in, employment by, ownership of any equity interest exceeding 5% in, or organization of, any person, partnership, corporation, firm, association or other business organization, entity or enterprise that is engaged in a business that is in direct competition with some or all of the businesses of the Company as of the Date of Termination, whether the Executive is acting as agent, consultant, employee, officer, director, investor, partner, shareholder, proprietor or in any other individual or representative capacity therein.

(b) Non-Solicit/Non-Hire . During the Restricted Period, the Executive shall not directly or indirectly, either for his own benefit or purpose or for the benefit or purpose of any other person, solicit, call on, actively interfere with the Company’s relationship with, or attempt to divert or entice away, any person who the Executive should reasonably know is an investment management or advisory client of the Company as of the Date of Termination. During the Restricted Period, the Executive shall not, directly or indirectly, either for his or her own benefit or purpose or for the benefit or purpose of any other person, employ or offer to employ, call on, actively interfere with the Company’s relationship with, or attempt to divert or entice away, any employee of the Company.

(c) Non-Disclosure . During the Employment Period and at all times thereafter, the Executive shall not, without the prior written consent of the Company, disclose or use in any way, except as required in the course of such Executive’s employment with the Company or an affiliate thereof, any confidential business or technical information or trade secret acquired in the course of such employment, whether

or not conceived of or prepared by him, which is related to any service or business of the Company or any affiliate thereof, all of which are the exclusive and valuable property of the Company and its affiliates, other than information which is generally known in the industry in which such business is transacted or acquired from public sources; provided, however, that this provision shall not preclude the Executive from the disclosure or use of information required to be disclosed by applicable law, rules or regulations or by court, governmental or regulatory agency order or decree.

(d) Non-Disparagement . During the Employment Period and at all times thereafter, the Executive shall not make any public statements that disparage, criticize or defame the Company, its affiliates or any of their respective employees, agents, officers, directors or shareholders, provided, however, that this provision shall not apply to any conduct by the Executive which is isolated and non-continuous in nature and which has not been undertaken in bad faith. During the Employment Period and at all times thereafter, the Company shall not make any public statements that disparage, criticize or defame the Executive. Nothing in this Agreement shall prohibit either party from making truthful statements when required by order of a court or other body having jurisdiction, or as otherwise may be required by law.

10. Successors . (a) This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives.

(b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

(c) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

11. Miscellaneous . (a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

(b) All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

	If to the Executive:	At the most recent address on file at the Company.

	If to the Company:	BlackRock, Inc. 40 East 52nd Street New York, NY 10022 Attn.: General Counsel Fax: (212) 409-3744

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(c) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(d) The Company may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(e) The Executive’s or the Company’s failure to insist upon strict compliance with any provision of this Agreement or the failure to assert any right the Executive or the Company may have hereunder, including, without limitation, the right of the Executive to terminate employment for Deficient Opportunity pursuant to Section 4(c)(i) (v) of this Agreement, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

(f) From and after the Effective Date this Agreement shall supersede any other employment, severance or change of control agreement between the parties with respect to the subject matter hereof (including the Employment Agreement between the Company and the Executive dated as of October 1, 1999), except as expressly provided herein.

IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the authorization from its Board of Directors, the Company has caused these presents to be executed in its name on its behalf, all as of the day and year first above written.

	/s/ LAURENCE FINK

	LAURENCE FINK

	BLACKROCK, INC.

	By	/s/ RALPH L. SCHLOSSTEIN

		RALPH L. SCHLOSSTEIN

Exhibit 10.24

AMENDMENT NO. 1 TO THE
INITIAL PUBLIC OFFERING AGREEMENT

This AMENDMENT NO. 1 TO THE INITIAL PUBLIC OFFERING AGREEMENT (this “ Amendment ”) is made and entered into as of October 10, 2002, by and among THE PNC FINANCIAL SERVICES GROUP, INC. (formerly PNC Bank Corp.), a Pennsylvania corporation (together with any successor,“ PNC ”), PNC ASSET MANAGEMENT, INC., a Delaware corporation and an indirect wholly owned subsidiary of PNC (together with any successor and with any assignee or group of or affiliated assignees (treated for this purpose as a single assignee) that is a Controlling Stockholder, “ PAM ”), and BLACKROCK, INC., a Delaware corporation and a majority owned subsidiary of PAM (together with any successor, “ BlackRock ”), amending and supplementing the Initial Public Offering Agreement, dated as of September 30, 1999 (the “ IPO Agreement ”), among PNC, PAM and BlackRock. Capitalized terms used herein and not otherwise defined herein have the meanings ascribed thereto in the IPO Agreement.

RECITALS:

WHEREAS, PNC, PAM and BlackRock have agreed to make certain amendments to the IPO Agreement;

WHEREAS, pursuant to Section 6.7 of the IPO Agreement, the IPO Agreement may be amended by written agreement of the parties thereto;

WHEREAS, on the terms and conditions set forth herein, PNC, PAM and BlackRock have agreed to amend the IPO Agreement as provided herein; and

WHEREAS, PNC, PAM and BlackRock have duly authorized the execution and delivery of this Amendment and have done all things necessary to make this Amendment a valid agreement in accordance with its terms;

NOW, THEREFORE, the parties hereby agree as follows:

SECTION 1. Amendment to Definitions .

(a) The definition of “Fair Value” is hereby deleted from Article 1 of the IPO Agreement.

(b) The definition of “Change in Control of BlackRock” is hereby deleted in its entirety and replaced with the following:

“Change of Control of BlackRock” has the meaning set forth in Section 3.3(d).”

““Change of Control of PNC” has the meaning set forth in Section 3.3(c).”

(d) The definition of “PNC Affiliate” is hereby deleted in its entirety and replaced with the following:

““PNC Affiliate” means a Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, PNC, except for BlackRock or any BlackRock Affiliate.”

SECTION 2. Amendments to Section 3.2 .

(a) Section 3.2 is hereby amended by adding the following subsection, which is designated as subsection 3.2(d):

“(d) Notwithstanding the provisions of this Section 3.2, if within 12 months following a Change of Control of BlackRock or a Change of Control of PNC (each, a “ Change of Control ”), a majority of the Independent Directors (as defined below) of BlackRock serving on the day prior to the effective date of such Change in Control, determines that the fundamental economics and operations of the business of BlackRock have been materially and adversely affected as a result of such Change of Control (taking into account BlackRock’s revenues, earnings, corporate governance, management practices, culture and compensation practices) (a “ Material Effect ”), then at any time following (1) receipt of written notice of such determination, which notice shall be provided within 12 months following a Change of Control and shall specify in reasonable detail the general circumstances, practices and/or conditions that have caused the Material Effect (the “ Material Effect Notice ”), (2) receipt of a Failed Cure Notification (as defined below), and (3) a determination by PAM that it will elect to dispose of its Voting Stock of BlackRock and BlackRock Common Stock in accordance with Section 3.3(b)(1)(x), PNC (or any PNC Affiliate) may not purchase or otherwise acquire any additional BlackRock Capital Securities pursuant to this Section 3.2. For purposes of this Agreement, “Independent Directors” shall mean those directors of BlackRock who (i) are not current or former executive officers or employees of BlackRock or any BlackRock Affiliate, (ii) are not current or former directors, executive officers or employees of PNC or any PNC Affiliate, (iii) were not designated by PAM or the BlackRock Management Committee pursuant to Section 2.2(a) of the Amended and Restated Stockholders Agreement, dated as of September 30, 1999 (the “ Stockholders Agreement ”), among BlackRock, PAM and certain

employee stockholders and (iv) after such time as the Board commences identifying “Independent Directors” for purposes of the rules of the New York Stock Exchange, are identified by the Board as “Independent Directors” and disclosed by BlackRock. Notwithstanding the foregoing, the Directors listed on Exhibit A hereto shall be deemed to be “Independent Directors” for purposes of this Agreement, except, following the date on which the Board commences identifying “Independent Directors” pursuant to clause (iv) of the preceding sentence, any such Directors listed on Exhibit A hereto who has not been so designated shall no longer be deemed to be an “Independent Director” for purposes of this Agreement.”

(b) Section 3.2 is hereby amended by adding the following subsection, which is designated as subsection 3.2(e):

“(e) In the event that PAM has deposited Voting Stock of BlackRock or BlackRock Common Stock owned by it into a Voting Trust pursuant to Section 3.3(a)(2), any Voting Stock of BlackRock or BlackRock Common Stock purchased by PNC (or any PNC Affiliate) pursuant to the provisions of this Section 3.2 shall be deposited in such Voting Trust.”

SECTION 3. Amendments to Section 3.3 .

(a) Section 3.3(a) of the IPO Agreement is hereby deleted in its entirety and replaced with the following:

	“(a) (1) If within 12 months following a Change of Control (the “ Evaluation Period ”), the Independent Directors determine that a Material Effect has occurred, PAM may, within three months of the date of such determination as specified in the Material Effect Notice (the “ Cure Period ”), seek to cure such Material Effect.

	(2) Following the expiration of the Cure Period, if a majority of the Independent Directors, in their sole discretion, determine that a Material Effect has not been cured, the Independent Directors shall provide PAM notification (the “ Failed Cure Notification ”) that such Material Effect has not been cured within 30 days after the termination of the Cure Period (the date on which the Failed Cure Notification is provided to PAM being the “ Notice Date ”). If the Independent Directors do not provide a Failed Cure Notification to PAM on or before the 30th day following the termination of the Cure Period, the Material Effect shall be deemed cured for all purposes of this Agreement. As soon as practicable following receipt of the Failed Cure Notification, PAM shall, and PNC shall cause PAM to, deposit any Voting Stock of BlackRock and BlackRock Common Stock owned by PAM into a voting trust, the terms

	of which shall be substantially as set forth on Schedule I (the “ Voting Trust ”).

	(3) PAM shall not solicit proxies from holders of outstanding BlackRock Capital Securities, for as long as any shares of its BlackRock Capital Securities are held in the Voting Trust in accordance with the terms thereof. PAM further agrees that, at any time following receipt of a Failed Cure Notification, except as otherwise provided in Sections 3.2 and 3.3(b) hereof, PAM shall not purchase or otherwise acquire additional shares of BlackRock Capital Securities.”

(b) Section 3.3(b) of the IPO Agreement is hereby deleted in its entirety and replaced with the following:

	“(b) (1) Within 3 months after the receipt of a Failed Cure Notification, PAM shall, and PNC shall cause PAM to, send BlackRock written notification (the “ Election Notification ”) of its decision to undertake one of the following options:

	(x) dispose of its ownership interest in any Voting Stock of BlackRock, within two years of the Notice Date, so that neither PNC (together with any PNC Affiliates) nor PAM (together with its affiliates) is the beneficial owner (as defined by Rules 13d-3 and 13d-5 under the Exchange Act or any successor provision thereof) (a “ Beneficial Owner ”) of more than 4.9% of any class of Voting Stock of BlackRock; provided that, except with the prior written consent of the Independent Directors of BlackRock, none of PNC, PAM (together with its affiliates) or any other PNC Affiliate may dispose of an amount of its shares of Voting Stock of BlackRock (A) to any bank or bank holding company that would result in any bank or bank holding company becoming the Beneficial Owner of more than 4.9% of any class of Voting Stock of BlackRock or (B) to any other person or entity that is not a bank or bank holding company that would result in any person or entity becoming the Beneficial Owner of more than 10% of any class of Voting Stock of BlackRock; and provided further that, as soon as practicable following PAM’s Election Notification to sell its BlackRock Voting Stock pursuant to this Section 3.3(b)(1)(x), any shares of Class B Common Stock held by the Voting Trust shall be converted, in accordance with paragraph C(6) of Article Fourth of BlackRock’s Amended and Restated Certificate of Incorporation, into shares of Class A Common Stock;

	(y) proceed as expeditiously as is commercially reasonable to offer to purchase all the outstanding BlackRock Capital Securities not owned by PNC or PAM (and use commercially reasonable efforts to consummate such purchases as soon as practicable) at the applicable Change of Control Price (as defined below), and agree that,

	simultaneously upon making such offer, all employee awards granted under BlackRock’s 2002 Long-Term Retention and Incentive Plan (the “ 2002 Plan ”) shall fully vest and be immediately payable as if the termination date of the 2002 Plan had occurred and any applicable performance goals had been fully achieved and any stock options granted under BlackRock’s 1999 Stock Award and Incentive Plan (the “ 1999 Plan ”) shall vest and become fully exercisable as if all holding or employment period requirements and any applicable performance goals had been fully achieved; or

	(z) proceed as expeditiously as is commercially reasonable to enter into an agreement (and use commercially reasonable efforts to consummate the transactions contemplated by such agreement as soon as practicable after execution of such agreement) with a third party purchaser to dispose of its ownership interest in BlackRock Capital Securities (such that neither PNC (together with any PNC Affiliates) nor PAM (together with its affiliates) is the Beneficial Owner of more than 4.9% of any class of Voting Stock of BlackRock) to such third party purchaser (the “Third Party Purchase”) that has made or has agreed to make an offer to purchase all the outstanding BlackRock Capital Securities of which none of PNC, any PNC Affiliate and PAM is the Beneficial Owner, as the case may be, (the “ Third Party Offer ”), for a price per share that is not less than the price per share to be offered to PAM with respect to each class of BlackRock Capital Securities (provided that the Independent Directors shall have received an opinion from a nationally recognized investment banking or business appraisal firm, selected by the Independent Directors, that such price is fair, from a financial point of view, to the public stockholders of BlackRock), and agree that, simultaneously with consummation of the Third Party Purchase, all employee awards granted under the 2002 Plan (“ 2002 Plan Awards ”) shall fully vest and be immediately payable as if the termination date of the 2002 Plan had occurred and any applicable performance goals had been fully achieved and any stock options granted under the 1999 Plan (“ 1999 Plan Options ”) shall vest and become fully exercisable as if all holding or employment period requirements and any applicable performance goals had been fully achieved (provided, however, that in the event the consummation of the Third Party Purchase occurs on or after the day upon which the Third Party Offer would otherwise be scheduled to expire, the Third Party Offer shall be extended for such reasonable period of time as shall be necessary to permit recipients of 2002 Plan Awards and 1999 Plan Options to participate in such offer).

(2) Following (A) a Change of Control of PNC or (B) a Change of Control of BlackRock resulting from a transaction in which PAM sells BlackRock Capital Securities and not all public stockholders and employees of BlackRock holding shares of BlackRock Common Stock are given an opportunity to participate in

	such transaction on substantially the same terms, PAM shall not dispose of any BlackRock Capital Securities to any person or entity in a transaction, other than as contemplated by Section 3.3(b)(1) after a determination of a Material Effect following delivery of a Failed Cure Notification, that would result in another Change of Control of BlackRock unless (x) the BlackRock public shareholders and any employees of BlackRock holding shares of BlackRock Common Stock are given a reasonable opportunity to participate in such transaction on substantially the same terms and (y) a majority of the Independent Directors approve such transactions resulting in the Change of Control of BlackRock.

	(3) (i) For purposes of this Section 3.3(b), the term “ Change of Control Price ” means, with respect to each class of BlackRock Capital Securities, the average of the closing sale price (or, if no closing sale price is reported, the average of the average bid and average ask prices) (as reported in composite transactions for the principal securities exchange or trading system on which such shares of BlackRock Capital Securities are then listed or traded) with respect to such class of BlackRock Capital Securities during the 30 trading day period immediately preceding the earlier of the date on which the Change of Control was first announced or the date on which, in the determination of the majority of the Independent Directors, the Change of Control was determined to have occurred, provided that a nationally recognized investment banking or business appraisal firm, mutually agreed upon by PAM, and the Independent Directors, shall provide a written opinion to the Independent Directors that the applicable Change of Control Price as determined in accordance with this sentence is fair, from a financial point of view, to the holders of the applicable class of outstanding BlackRock Capital Securities.

	(ii) If any such class of BlackRock Capital Securities was not listed or traded on a securities exchange or trading system during such 30 trading day period or if the investment banking or business appraisal firm selected by PAM, as the case may be, and the Independent Directors is unable to deliver the fairness opinion required by Section 3.3(b)(3)(i), the Change of Control Price shall be determined through good faith negotiations between PAM and a special committee of the BlackRock Board of Directors, which shall not include any director of BlackRock who was nominated by PAM, PNC or any PNC Affiliate, their respective successors, if any, as the case may be (the “BlackRock Special Committee” ). If PAM and the BlackRock Special Committee are unable to agree on a Change of Control Price after reasonable efforts, PAM and the BlackRock Special Committee each shall select a nationally recognized investment banking or business appraisal firm (together, the “Initial Investment Banks” ) which shall determine the Change of Control Price. If the Initial Investment Banks are unable to agree on the Change of Control Price within 30 days of their selection, they shall jointly select a third nationally recognized investment banking or business appraisal firm (the “Arbitrating Investment Bank” ) within 10 days following the expiration of such 30-day period. Within 30 days following its selection, the Arbitrating Investment Bank shall determine the Change of Control Price;

provided, that the Change of Control Price determined by the Arbitrating Investment Bank may not be outside the range for the Change of Control Price determined by the Initial Investment Banks. The fees and expenses of the Initial Investment Banks and the Arbitrating Investment Bank (if applicable) shall be borne one-half by PNC, and one-half by BlackRock. The Change of Control Price shall be determined by reference to, among other factors, the trading value of the BlackRock Class A Common Stock prior to any public announcement of the Change in Control; provided, however, that actions taken by the acquiror in connection with such Change in Control, including, without limitation, a substantial change in management of BlackRock, which have had an adverse impact on the trading value of the BlackRock Class A Common Stock shall be excluded from any determination of the Change of Control Price.


	“(c) A “ Change of Control of PNC ” shall be deemed to occur when the Board of Directors of PNC determines that a Change in Control of PNC has occurred, as a Change in Control of PNC may be defined from time to time by the Board of Directors of PNC. Provided, however, that at a minimum, a Change in Control of PNC shall, without any action by the Board of Directors of PNC, be deemed to occur if:

	(i) any person, excluding employee benefit plans of PNC, is or becomes the beneficial owner (as defined in Rules 13d 3 and 13d 5 under the Exchange Act or any successor provisions thereto), directly or indirectly, of securities of PNC representing twenty percent (20%) or more of the combined voting power of PNC’s then outstanding securities; provided, however, that such an acquisition of beneficial ownership representing between twenty percent (20%) and forty percent (40%), inclusive, of such voting power shall not be considered a Change in Control if the Board of Directors of PNC approves such acquisition either prior to or immediately after its occurrence;

	(ii) PNC consummates a merger, consolidation, share exchange, division or other reorganization or transaction of PNC (a ”Fundamental Transaction”) with any other corporation, other than a Fundamental Transaction that results in the voting securities of PNC outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least sixty percent (60%) of the combined voting power immediately after such Fundamental Transaction of (i) PNC’s outstanding securities, (ii) the surviving entity’s outstanding securities, or (iii) in the case of a division, the outstanding securities of each entity resulting from the division;

	(iii) the shareholders of PNC approve a plan of complete liquidation or winding-up of PNC or an agreement for the sale or disposition (in one transaction or a series of transactions) of all or substantially all PNC’s assets;

	(iv) as a result of a proxy contest, individuals who prior to the conclusion thereof constituted the Board of Directors of PNC (including for this purpose any new director whose election or nomination for election by PNC’s shareholders in connection with such proxy contest was approved by a vote of at least two thirds of the directors then still in office who were directors prior to such proxy contest) cease to constitute at least a majority of the Board of Directors of PNC (excluding any Board seat that is vacant or otherwise unoccupied); or

	(v) during any period of twenty-four (24) consecutive months, individuals who at the beginning of such period constituted the Board of Directors of PNC (including for this purpose any new director whose election or nomination for election by PNC’s shareholders was approved by a vote of at least two thirds of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board of Directors of PNC (excluding any Board seat that is vacant or otherwise unoccupied).”

(d) Section 3.3(d) of the IPO Agreement is hereby deleted in its entirety and replaced with the following:


	“(d) A “ Change of Control of BlackRock ” shall be deemed to occur if (i) due to a transfer of any shares of BlackRock Voting Stock, a person other than PNC or the PNC Affiliates holds a majority of the voting power of BlackRock’s Voting Stock; or (ii) whether by virtue of an actual or threatened proxy contest (including a consent solicitation) or any merger, reorganization, consolidation or similar transaction, persons who are directors of BlackRock immediately prior to such proxy contest or the execution of the agreement pursuant to which such transaction is consummated (other than a director whose initial assumption of office was in connection with a prior actual or threatened proxy contest) cease to constitute a majority of the Board of Directors of BlackRock or any successor entity immediately following such proxy contest or the consummation of such transaction. Notwithstanding the foregoing, no transaction or series of transactions (x) that is approved by a majority of the Independent Directors and (y) pursuant to which all public shareholders and employees of BlackRock holding shares of BlackRock Common Stock are given an opportunity to participate in such transaction on substantially the same terms as PAM, shall be deemed to constitute a Change of Control of BlackRock.”

(e) Section 3.3(e) of the IPO Agreement is hereby deleted in its entirety and replaced with the following:


	“(e) BlackRock shall pay (i) the fees and expenses of any financial advisors, legal counsel or other advisors deemed necessary or advisable by the Independent

	Directors in connection with determining the impact of the Change in Control on the business of BlackRock pursuant to Section 3.2(d) and this Section 3.3; and (ii) all reasonable expenses of the Independent Directors and BlackRock Special Committee incidental to the determination of the Change of Control Price including, but not limited to, expenses of and reasonable compensation for the members of the Independent Directors and the BlackRock Special Committee. Members of the Independent Directors and the BlackRock Special Committee shall be entitled to the benefit of indemnification from BlackRock, including, but not limited to, the indemnification provided by BlackRock’s Certificate of Incorporation and Bylaws, and BlackRock shall maintain, to the extent practicable, directors and officers liability insurance for such members at least as favorable as in that which was in effect on the day prior to the effective date of the applicable Change in Control and any additional directors and officers liability insurance reasonably requested and available at a reasonable cost by the Independent Directors and BlackRock Special Committee in connection with their services to be rendered under Section 3.2(d) and this Section 3.3.”

	(f) Section 3.3(f) is hereby added to the IPO Agreement as follows:

	“(f) Further Assurances . Each party hereto shall execute, deliver, file and record, or cause to be executed, delivered, filed and recorded, such further agreements, instruments and other documents, and take or cause to be taken, such further actions, as the other parties hereto may reasonable request as being necessary or advisable to effect or evidence the transactions contemplated by the IPO Agreement as amended hereby, including the filing of a registration statement with the Securities and Exchange Commission with respect to shares of BlackRock Common Stock to be granted under the 2002 Plan.”

	(g) Section 3.3(g) is hereby added to the IPO Agreement as follows:

	“(g) Termination .

	Sections 3.2 (d) and (e) and Section 3.3 of this Agreement shall immediately terminate and be of no further force or effect if:

	(i) following delivery of an Election Notification, if either the option contemplated by Section 3.3(b)(1)(y) or Section 3.3(b)(1)(z) hereof has been elected, all the transactions contemplated thereby have been consummated;

	(ii) clauses (x) and (y) of Section 3.3(d) have occurred with respect to a transaction or series of related transactions and any such transaction or series of transactions has been consummated; or

(iii) clauses (x) and (y) in Section 3.3(b)(2) have occurred with respect to any Change of Control of BlackRock and the transaction contemplated thereby shall have been consummated.”

SECTION 4. Ratification .

Except as expressly affected by the provisions hereof, the IPO Agreement as amended shall remain in full force and effect in accordance with its terms and ratified and confirmed by the parties hereto. On and after the date hereof, each reference in the IPO Agreement to “the Agreement,” “hereunder,” “herein” or words of like import shall mean and be a reference to the IPO Agreement as amended by this Amendment.

SECTION 5. Effect of Headings .

The Section headings herein are for convenience of reference only and shall not effect the construction hereof.

SECTION 6. Governing Law .

This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to conflicts of laws principles thereof.

SECTION 7. Counterparts .

This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed, all as of the day and year first above written.

	THE PNC FINANCIAL SERVICES GROUP, INC.


	By:	/s/ JAMES E. ROHR

	Name:	James E. Rohr
	Title:	Chairman and Chief Executive Officer



	PNC ASSET MANAGEMENT, INC.


	By:	/s/ JAMES E. ROHR

	Name:	James E. Rohr
	Title:	Chairman and Chief Executive Officer


	BLACKROCK, INC.


	By:	/s/ LAURENCE D. FINK

	Name:	Laurence D. Fink
	Title:	Chairman and Chief Executive Officer

Schedule I

TERM SHEET
VOTING TRUST AGREEMENT

In accordance with Section 3.3(a)(2) of the Initial Public Offering Agreement, dated as of September 30, 1999, as amended October 10, 2002 (the “IPO Agreement”), by and among BlackRock, Inc., a Delaware corporation (together with any successors, the “Company”), PNC Asset Management, Inc., a Delaware corporation (together with any successors, “PAM”), and The PNC Financial Services Group, Inc. (formerly PNC Bank Corp.), PAM has agreed that under certain circumstances following a change in control of PNC or the Company PAM will deposit all shares of class A common stock, par value $.01 per share (the “Class A Common Stock”) and class B common stock, par value $.01 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”) of the Company then owned and held by PAM (such shares being hereinafter referred to as the “Shares”) in a voting trust pursuant to a Voting Trust Agreement (the “Voting Trust Agreement”) meeting the requirements of Section 218 of the General Corporation Law of the State of Delaware and having substantially the terms summarized below.

	Parties	The Company, PAM and an institutional trustee (the “Voting Trustee”) selected by the Company and reasonably agreed to by PAM.

	Deposit of Shares	On the date of execution of the Voting Trust Agreement, PAM will deposit all the Shares with the Voting Trustee which will have the Shares registered in its name and will issue one or more voting trust certificates to PAM.

		Upon an Election Notification by PAM to sell its Shares pursuant to Section 3.3(b)(1)(x) of the IPO Agreement, the Voting Trustee will convert all of the Shares held in the Voting Trustee that are shares of Class B Common Stock to shares of Class A Common Stock in accordance with the optional conversion provisions of the Company’s Amended and Restated Certificate of Incorporation.

	Transfer Restrictions	The Voting Trust Certificates will not be registered under the Securities Act of 1933, as amended, and may not be sold or transferred in the absence of such registration or an exemption therefrom under such Act.

	Voting	The Voting Trustee shall vote the Shares on all matters submitted to a vote of holders of Common Stock (whether separately as a class or together with any other class of voting securities of the Company), whether at a meeting of stockholders or by written consent, in the same proportion as the votes cast by the holders of Common Stock that are not employees of the Company; provided that PAM shall retain the right to direct the voting of the Shares with respect to any transaction that would constitute a Change of Control of BlackRock until such time that PAM is no longer entitled to the benefits of Section 3.3(b)(1)(y) or Section 3.3(b)(1)(z) of the IPO Agreement.

	Dividends and Distributions	All dividends or other distributions, if any (other than dividends or distributions paid in shares of Common Stock) in respect of the Shares shall be paid directly to PAM.

		Dividends or other distributions, if any, paid in shares of Common Stock shall be held by the Voting Trustee as “Shares” subject to the Voting Trust Agreement and such securities shall become subject to all the terms and conditions thereof

	Voting Trustee	PAM and the Company shall, jointly and severally pay the fees and expenses of the Voting Trustee and shall indemnify the Voting Trustee for any losses arising out of or in connection with the acceptance or administration of the Voting Trust, except to the extent that such loss, damage, claim, liability or expense is due to its own gross negligence, willful misconduct or bad faith.

	Termination	The Voting Trust Agreement and the Voting Trust shall remain in force until such time that (i) PAM ceases to be the Beneficial Owner, directly or indirectly, of securities of the Company representing 4.9 percent or more of any class of the Company’s Voting Stock; or (ii) PAM purchases all of the outstanding BlackRock Capital Securities not owned by PAM that are validly tendered pursuant to an offer to purchase such BlackRock Capital Securities made by PAM in accordance with Section 3.3(b)(1)(y) of the IPO Agreement.

		In the event that prior to the termination of the Voting Trust, PAM transfers any of its Shares in accordance with and pursuant to Sections 3.3(b)(1)(x) or 3.3(b)(1)(z) of the IPO Agreement, the Voting Trustee shall cause such Shares to be transferred in accordance with instructions received from PAM and, upon consummation of such transfer, the Voting Trust Agreement and the Voting Trust shall immediately terminate and be of no further force and effect with respect to such transferred Shares.

	Amendment	The Voting Trust Agreement and the Voting Trust Certificates may be amended upon the consent in writing of the Company and PAM.

	Governing Law	Delaware

Exhibit A

Independent Directors

Murry Gerber
James Grosfeld
Frank Nickell
Lawrence Wagner

Exhibit 10.25

AMENDMENT NO. 1 TO THE
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

This AMENDMENT NO. 1 TO THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “ Amendment ”) is made and entered into as of October 10, 2002, by and among BLACKROCK, INC., a Delaware corporation (together with any successor, “ BlackRock ”), PNC ASSET MANAGEMENT, INC. a Delaware corporation (together with any successor and with any assignee or group of assignees (treated for this purpose as a single assignee) that holds or beneficially owns at least a majority of the voting power of BlackRock’s Common Stock, “ PAM ”), and the director(s) of BlackRock nominated by the BlackRock Management Committee (“ Management Committee Directors ”), amending and supplementing the Amended and Restated Stockholders Agreement, dated as of September 30, 1999 (the “ Stockholders Agreement ”), among BlackRock, PAM and the Employee Stockholders. Capitalized terms used herein and not otherwise defined herein have the meanings ascribed thereto in the Stockholders Agreement.

RECITALS:

WHEREAS, BlackRock, PAM and the Management Committee Directors have agreed to make certain amendments to the Stockholders Agreement;

WHEREAS, pursuant to Section 7.6 of the Stockholders Agreement, the Stockholders Agreement may be amended by written agreement of BlackRock, PAM and the Management Committee Directors;

WHEREAS, on the terms and conditions set forth herein, BlackRock, PAM and the Management Committee Directors have agreed to amend the Stockholders Agreement as provided herein; and

WHEREAS, BlackRock, PAM and the Management Committee Directors have duly authorized the execution and delivery of this Amendment and have done all things necessary to make this Amendment a valid agreement in accordance with its terms;

NOW, THEREFORE, the parties hereby agree as follows:

Section 1. Amendment of Certain Definitions .

EXHIBIT 10.25

(a) In Section 1.6 of the Stockholders Agreement, the definition of “Change of Control of PNC” is hereby amended to read as follows:

“ “Change of Control of PNC” shall have the meaning assigned to such term in the Initial Public Offering Agreement, dated as of September 30, 1999 and amended as of October 10, 2002 (the “IPO Agreement”), as in effect on the date hereof.

(b) In Section 1.7 of the Stockholders Agreement, the definition of “Change of Control of BlackRock” is hereby amended to read as follows:

“ “Change of Control of BlackRock” shall have the meaning assigned to such term in the IPO Agreement, as in effect on the date hereof.”

Section 3. Amendment to Section 4.11 .

Section 4.11 of the Stockholders Agreement is hereby amended to read as follows:

“4.11 Nothing in Section 4.2 of this Agreement shall be deemed to prohibit PNC, any PNC Affiliate or PAM and its affiliates from effecting a distribution (including, but not limited to, a spin-off or a split-off) of BlackRock Common Stock held by such entity to the public stockholders of PNC, PAM or any parent company of PNC or PAM, as the case may be (a “Distribution”). Notwithstanding anything in this Agreement to the contrary, no party to this Agreement shall have any rights set forth in this Article 4 with respect to any (x) Distribution or (y) transaction undertaken by PAM pursuant to Section 3.3(b)(1)(z) of the IPO Agreement.”

Section 4. Amendments to Section 6.2 .

Section 6.2(b) of the Stockholders Agreement is hereby amended by the addition of the following sentence at the end of such subsection:

“Notwithstanding the preceding sentence, in the event that PAM ceases to own any shares of Class B Common Stock as a result of the conversion of such shares to shares of Class A Common Stock in accordance with the provisions of Section 3.3(b)(1)(x) of the IPO Agreement, all rights and obligations of PAM set forth in this Agreement shall terminate only upon termination of the Voting Trust Agreement contemplated by the IPO Agreement.

Section 5. Amendments to Section 6.3 .

Section 6.3 of the Stockholders Agreement is hereby amended by adding the following sentence to the end of such section:

“Notwithstanding the foregoing, no Person who receives shares of Class B Common Stock as a result of a Distribution shall be required to or shall be entitled to become a party to this Agreement.”

Section 6. Ratification .

Except as expressly affected by the provisions hereof, the Stockholders Agreement as amended shall remain in full force and effect in accordance with its terms and ratified and confirmed by the parties hereto. On and after the date hereof, each reference in the Stockholders Agreement to “this Agreement,” “hereunder,” “herein” or words of like import shall mean and be a reference to the Stockholders Agreement as amended by this Amendment.

Section 7. Effect of Headings .

The Section headings herein are for convenience of reference only and shall not effect the construction hereof.

Section 8. Governing Law .

This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to conflicts of laws principles thereof.

Section 9. Counterparts .

This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed, all as of the day and year first above written.

	BLACKROCK, INC.

	By:	/s/ LAURENCE D. FINK

	Name:	Laurence D. Fink
	Title:	Chairman and Chief Executive Officer


	PNC ASSET MANAGEMENT, INC.

	By:	/s/ JAMES E. ROHR

	Name:	James E. Rohr
	Title:	Chairman and Chief Executive Officer


	DIRECTORS

		/s/ LAURENCE D. FINK

		Laurence D. Fink

		/s/ RALPH L. SCHLOSSTEIN

		Ralph L. Schlosstein

Exhibit 10.26

AMENDMENT NO. 1 TO THE
REGISTRATION RIGHTS AGREEMENT

This AMENDMENT NO. 1 TO THE REGISTRATION RIGHTS AGREEMENT (this “ Amendment ”) is made and entered into as of October 10, 2002, by and among BLACKROCK, INC., a Delaware corporation (“ BlackRock ”), PNC ASSET MANAGEMENT, INC., a Delaware corporation ( “PNC” ), and the persons listed on the signature pages hereof (the “ Management Stockholders ”), amending and supplementing the Registration Rights Agreement, dated as of October 6, 1999 (the “ Registration Rights Agreement ”), among BlackRock, PNC and the Employee Stockholders. Capitalized terms used herein and not otherwise defined herein have the meanings ascribed thereto in the Registration Rights Agreement.

RECITALS:

WHEREAS, BlackRock, PNC and the Management Stockholders have agreed to make certain amendments to the Registration Rights Agreement;

WHEREAS, pursuant to Section 6(b) of the Registration Rights Agreement, the Registration Rights Agreement may be amended in such a manner that the rights of any Holder are not adversely affected with the written consent of PNC and Employee Stockholders representing a majority of the aggregate number of outstanding Class B Common Stock beneficially owned by the Employee Stockholders;

WHEREAS, on the terms and conditions set forth herein, BlackRock, PNC and the Management Stockholders have agreed to amend the Registration Rights Agreement as provided herein; and

WHEREAS, BlackRock, PNC and the Management Stockholders have duly authorized the execution and delivery of this Amendment and have done all things necessary to make this Amendment a valid agreement in accordance with its terms;

NOW, THEREFORE, the parties hereby agree as follows:

Section 1. Amendment of Certain Definitions .

(a) The definition of “ Registrable Securities ” in Section 1 of the Registration Rights Agreement is hereby amended to read as follows:

“ Registrable Securities ” shall mean collectively, (i) the shares of Class A Common Stock into which shares of Class B Common Stock as of the date hereof (which, in the case of the Employee Stockholders, are not subject to resale restrictions under the Stockholders Agreement or under any employment agreement with the Company) are convertible pursuant to the Company’s certificate of incorporation (the “Shares”); provided that in the case of a distribution (including, but not limited to a spin-off or split-off) by PNC or any PNC Affiliate of BlackRock Class A Common Stock or Class B Common Stock held by such entity to the public stockholders of PNC or any parent company of PNC, as the case may be (a “Distribution”), “Shares” shall include the shares of Class B Common Stock held by PNC or its Affiliates, (ii) any stock or other securities into which or for which the Shares may hereafter be changed, converted or exchanged, (iii) any other securities issued or distributed in respect of the Shares by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, reorganization, merger, consolidation or otherwise and (iv) any other securities into which or for which shares of any other successor securities are received in respect of any of the foregoing (i) through (iii); provided that in the event that any Registrable Securities (as defined without giving effect to this proviso) are being registered pursuant hereto, the Holder may include in such registration (subject to the limitations of this Agreement otherwise applicable to the inclusion of Registrable Securities) any shares of Class A Common Stock, Class B Common Stock (in the case of a Distribution) or securities acquired in respect thereof thereafter acquired by such Holder, which shall also be deemed to be “Shares,” and accordingly Registrable Securities, for purposes of such registration. Registrable Securities will cease to be Registrable Securities when (i) a Registration Statement covering such Registrable Securities has been declared effective under the Securities Act and they have been disposed of pursuant to such effective Registration Statement, (ii) such Registrable Securities are distributed to the public pursuant to Rule 144 (or any similar provision then in force) under the Securities Act or otherwise transferred in a manner that results in the transferred security being delivered not being subject to transfer restrictions under the Securities Act, (iii) such Registrable Securities shall have been otherwise transferred to a person who is not a Holder or (iv) such Registrable Securities shall have ceased to be outstanding.

(b) The definition of “ Required Registration Statement ” in Section 1 of the Registration Rights Agreement is hereby amended to read as follows:

“ Required Registration Statement ” shall mean a Registration Statement which covers the Registrable Securities requested to be included therein pursuant to the provisions of Section 2(a) on an appropriate form (in accordance with Section 4(a) hereof) pursuant to the Securities Act, and which form shall be available for the sale or other disposition of the Registrable Securities in accordance with the intended method or methods

	of distribution thereof, and all amendments and supplements to such Registration Statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

Section 2.	Amendment to Section 2(a)(i) .

The first sentence of Section 2(a)(i) of the Registration Rights Agreement is hereby amended by striking the period at the end of the first sentence and inserting in place thereof the following:

	; provided, that no Employee Stockholder shall be entitled to include Registrable Securities in a Required Registration Statement filed by the Company in response to a Request from PNC indicating that PNC will effect a Distribution pursuant to the Required Registration Statement.

Section 3.	Ratification .

Except as expressly affected by the provisions hereof, the Registration Rights Agreement as amended shall remain in full force and effect in accordance with its terms and ratified and confirmed by the parties hereto. On and after the date hereof, each reference in the Registration Rights Agreement to “this Agreement,” “hereunder,” “herein” or words of like import shall mean and be a reference to the Registration Rights Agreement as amended by this Amendment.

Section 4.

Effect of Headings .

The Section headings herein are for convenience of reference only and shall not effect the construction hereof.

Section 5.

Governing Law .

This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to conflicts of laws principles thereof.

Section 6.

Counterparts .

This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed, all as of the day and year first above written.

BLACKROCK, INC.


By:		/s/ LAURENCE D. FINK

Name:		Laurence D. Fink
Title:		Chairman and Chief Executive Officer


PNC ASSET MANAGEMENT, INC.


By:		/s/ JAMES E. ROHR

Name:		James E. Rohr
Title:		Chairman and Chief Executive Officer


MANAGEMENT STOCKHOLDERS:


	/s/ LAURENCE D. FINK

	Laurence D. Fink


	/s/ RALPH L. SCHLOSSTEIN

	Ralph L. Schlosstein


	/s/ ROBERT S. KAPITO

	Robert S. Kapito

Exhibit 99.1

Certification of CEO and CFO Pursuant to
18 U.S.C. Section 1350,
as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of BlackRock, Inc. (the "Company") for the quarterly period ending September 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Laurence D. Fink, as Chief Executive Officer of the Company, and Paul L. Audet, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	/s/ LAURENCE D. FINK

Name:	Laurence D. Fink
Title:	Chief Executive Officer
Date:	November 13, 2002

	/s/ PAUL L. AUDET

Name:	Paul L. Audet
Title:	Chief Financial Officer
Date:	November 13, 2002