EXHIBIT 10.1

BLACKROCK, INC.

1999 STOCK AWARD AND INCENTIVE PLAN

1. Purpose; Types of Awards; Construction .

The purposes of the 1999 Stock Award and Incentive Plan of BlackRock, Inc. (the “Plan”), are to afford an incentive to selected employees and independent contractors of BlackRock, Inc. (the “Company”) or any Affiliate that now exists or hereafter is organized or acquired, to continue as employees or independent contractors, as the case may be, to increase their efforts on behalf of the Company and to promote the success of the Company’s business. Pursuant to the Plan, there may be granted stock options (including “incentive stock options” and “nonqualified stock options”), stock appreciation rights, restricted stock, restricted stock units, dividend equivalents and other long- term stock- or cash-based Awards.

2. Definitions .

(a) “Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated under Section 12 of the Exchange Act.

(b) “Award” means any Option, SAR, Restricted Stock, Restricted Stock Unit, Dividend Equivalent or Other Stock-Based Award or Other Cash-Based Award granted under the Plan.

(c) “Award Agreement” means any written agreement, contract, or other instrument or document evidencing an Award.

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

(e) “Cash-Based Award” means an Award that is not denominated or valued by reference to Stock, including an Award that is subject to the attainment of Performance Goals or otherwise as permitted under the Plan.

(f) “Code” means the Internal Revenue Code of 1986, as amended from time to time.

(g) “Committee” means the committee established by the Board to administer the Plan, the composition of which shall at all times satisfy the provisions of Rule 16b-3.

(h) “Company” means BlackRock, Inc., a corporation organized under the laws of the State of Delaware, or any successor corporation.

(i) “Dividend Equivalent” means a right, granted to a Grantee under Section 6(b)(v), to receive cash, Stock, or other property equal in value to dividends paid with respect to a specified number of shares of Stock. Dividend Equivalents may be awarded on a free-standing basis or in connection with another Award, and may be paid currently or on a deferred basis.

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(j) “Effective Date” means the effective date of the Initial Public Offering, provided that the Plan had been approved by the stockholders of the Company prior to the Initial Public Offering.

(k) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

(l) “Fair Market Value” means, with respect to Stock or other property, the fair market value of such Stock or other property determined by such methods or procedures as shall be established from time to time by the Committee. Unless otherwise determined by the Committee in good faith, the per share Fair Market Value of Stock as of a particular date shall mean (i) the closing sales price per share of Stock on the national securities exchange on which the Stock is principally traded, for the last preceding date on which there was a sale of such Stock on such exchange, or (ii) if the shares of Stock are then traded in an over-the-counter market, the average of the closing bid and asked prices for the shares of Stock in such over-the-counter market for the last preceding date on which there was a sale of such Stock in such market, or (iii) if the shares of Stock are not then listed on a national securities exchange or traded in an over-the-counter market, such value as the Committee, in its sole discretion, shall determine.

(m) “Grantee” means a person who has been granted an Award under the Plan.

(n) “ISO” means any Option intended to be and designated as an incentive stock option within the meaning of Section 422 of the Code.

(o) “Initial Public Offering” shall mean the initial public offering of shares of Stock of the Company.

(p) “NQSO” means any Option that is designated as a nonqualified stock option.

(q) “Option” means a right, granted to a Grantee under Section 6(b)(i), to purchase shares of Stock. An Option may be either an ISO or an NQSO; provided that ISOs may be granted only to employees of the Company or any Subsidiary or the Company’s Parent.

(r) “Other Stock-Based Award” means an Award that is denominated or valued in whole or in part by reference to Stock, including, but not limited to (1) restricted or unrestricted Stock awarded subject to the attainment of Performance Goals or otherwise as permitted under the Plan, and (2) a right granted to a Grantee to acquire Stock from the Company for cash.

(s) “Parent” means any corporation in an unbroken chain of corporations ending with the Company, if each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock of one of the other corporations in such chain.

(t) “Participant” means an individual eligible to receive Awards under the Plan.

(u) “Performance Goals” means performance goals based on one or more of the following criteria: (i) before-tax income or after-tax income, (ii) operating profit, (iii) return on equity, assets, capital or investment, (iv) earnings or book value per share, (v) sales or revenues,

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(vi) operating expenses, (vii) Stock price appreciation and (viii) implementation or completion of critical projects or processes. Where applicable, the Performance Goals may be expressed in terms of attaining a specified level of the particular criteria or the attainment of a percentage increase or decrease in the particular criteria, and may be applied to the Company or one or all of the Affiliates of the Company, or a division or strategic business unit of the Company, or may be applied to the performance of the Company relative to a market index, a group of other companies or a combination thereof, all as determined by the Committee. The Performance Goals may include a threshold level of performance below which no payment will be made (or no vesting will occur), levels of performance at which specified payments will be made (or specified vesting will occur), and a maximum level of performance above which no additional payment will be made (or at which full vesting will occur). To the extent possible, each of the foregoing Performance Goals shall be determined in accordance with generally accepted accounting principles and shall be subject to certification by the Committee; provided that the Committee shall have the authority to make equitable adjustments to the Performance Goals in recognition of unusual or non-recurring events affecting the Company or any Subsidiary or other Affiliate or the financial statements of the Company or any Subsidiary or other Affiliate, in response to changes in applicable laws or regulations, or to account for items of gain, loss or expense determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business or related to a change in accounting principles.

(v) “Plan” means this BlackRock, Inc., 1999 Stock Award and Incentive Plan, as amended from time to time.

(w) “Plan Year” means the fiscal year of the Company.

(x) “Restricted Stock” means an Award of shares of Stock to a Grantee under Section 6(b)(iii) that may be subject to certain transferability and other restrictions and to a risk of forfeiture (including by reason of not satisfying certain Performance Goals).

(y) “Restricted Stock Unit” means a right granted to a Grantee under Section 6(b)(iv) to receive Stock or cash at the end of a specified deferral period, which right may be conditioned on the satisfaction of certain requirements (including the satisfaction of certain Performance Goals).

(z) “Rule 16b-3” means Rule 16b-3, as from time to time in effect promulgated by the Securities and Exchange Commission under Section 16 of the Exchange Act, including any successor to such Rule.

(aa) “Stock” means shares of the [class A and/or class B] common stock, par value $0.01 per share, of the Company.

(bb) “SAR” or “Stock Appreciation Right” means the right, granted to a Grantee under Section 6(b)(ii), to be paid an amount measured by the appreciation in the Fair Market Value of Stock from the date of grant to the date of exercise of the right, with payment to be made in cash, Stock, or property as specified in the Award or determined by the Committee.

(cc) “Subsidiary” means any corporation in an unbroken chain of corporations beginning with the Company if, at the time of granting of an Award, each of the corporations (other than the last corporation in the unbroken chain) owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in the chain.

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3. Administration .

The Plan shall be administered by the Committee. The Committee shall have the authority in its discretion, subject to and not inconsistent with the express provisions of the Plan, to administer the Plan and to exercise all the powers and authorities either specifically granted to it under the Plan or necessary or advisable in the administration of the Plan, including, without limitation, the authority to grant Awards; to determine the persons to whom and the time or times at which Awards shall be granted; to determine the type and number of Awards to be granted, the number of shares of Stock to which an Award may relate and the terms, conditions, restrictions and Performance Goals relating to any Award; to determine Performance Goals; to determine whether, to what extent, and under what circumstances an Award may be settled, cancelled, forfeited, exchanged, or surrendered; to make adjustments in the terms and conditions (including Performance Goals) applicable to Awards; to designate Affiliates; to construe and interpret the Plan and any Award; to prescribe, amend and rescind rules and regulations relating to the Plan; to determine the terms and provisions of the Award Agreements (which need not be identical for each Grantee); and to make all other determinations deemed necessary or advisable for the administration of the Plan.

The Committee may appoint a chairperson and a secretary and may make such rules and regulations for the conduct of its business as it shall deem advisable, and shall keep minutes of its meetings. All determinations of the Committee shall be made by a majority of its members either present in person or participating by conference telephone at a meeting or by written consent. The Committee may delegate to one or more of its members or to one or more agents such administrative duties as it may deem advisable, and the Committee or any person to whom it has delegated duties as aforesaid may employ one or more persons to render advice with respect to any responsibility the Committee or such person may have under the Plan. All decisions, determinations and interpretations of the Committee shall be final and binding on all persons, including the Company, and any Affiliate or Grantee (or any person claiming any rights under the Plan from or through any Grantee) and any stockholder.

No member of the Board or Committee shall be liable for any action taken or determination made in good faith with respect to the Plan or any Award granted hereunder.

4. Eligibility .

Except as provided below, all Awards may be granted to selected employees and independent contractors of the Company or of any of its Affiliates. In determining the persons to whom Awards shall be granted and the type of Award (including the number of shares to be covered by such Award), the Committee shall take into account such factors as the Committee shall deem relevant in connection with accomplishing the purposes of the Plan.

ISOs shall be granted only to employees (including officers and directors who are also employees) of the Company, its Parent or any of its Subsidiaries. No ISO shall be granted to any employee of the Company, its Parent or any of its Subsidiaries if such employee owns,

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immediately prior to the grant of the ISO, stock representing more than 10% of the voting power or more than 10% of the value of all classes of stock of the Company or a Parent or a Subsidiary, unless the purchase price for the stock under such ISO shall be at least 110% of its Fair Market Value at the time such ISO is granted and the ISO, by its terms, shall not be exercisable more than five years from the date it is granted. In determining the stock ownership under this paragraph, the provisions of Section 424(d) of the Code shall be controlling.

5. Stock Subject to the Plan .

The maximum number of shares of Stock reserved for the grant or settlement of Awards under the Plan shall be [    ], subject to adjustment as provided herein. No more than [    ] shares of Stock may be covered by stock-based awards (including Options, SARs, Restricted Stock and Restricted Stock Units) made to a single individual during any Plan Year, which number shall be subject to adjustment as provided herein. Shares issued hereunder may, in whole or in part, be authorized but unissued shares or shares that shall have been or may be reacquired by the Company in the open market, in private transactions or otherwise. If any shares subject to an Award are forfeited, cancelled, exchanged or surrendered or if an Award otherwise terminates or expires without a distribution of shares to the Grantee, the shares of stock with respect to such Award shall, to the extent of any such forfeiture, cancellation, exchange, surrender, termination or expiration, again be available for Awards under the Plan.

In the event that the Committee shall determine that any dividend or other distribution (whether in the form of cash, Stock, or other property), recapitalization, Stock split, reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, or share exchange, or other similar corporate transaction or event, affects the Stock such that an adjustment is appropriate in order to prevent dilution or enlargement of the rights of Grantees under the Plan, then the Committee shall make such equitable changes or adjustments as it deems necessary or appropriate to any or all of (i) the number and kind of shares of Stock or other property (including cash) that may thereafter be issued in connection with Awards, (ii) the number and kind of shares of Stock or other property (including cash) issued or issuable in respect of outstanding Awards, (iii) the exercise price, grant price, or purchase price relating to any Award; provided that, with respect to ISOs, such adjustment shall be made in accordance with Section 424(h) of the Code, (iv) the Performance Goals and (v) the individual limitations applicable to Awards.

6. Terms of Awards .

(a) General Terms of Awards . The term of each Award shall be for such period as may be determined by the Committee. Subject to the terms of the Plan and any applicable Award Agreement, payments to be made by the Company or Affiliate upon the grant, maturation, or exercise of an Award may be made in such forms as the Committee shall determine at the date of grant or thereafter, including, without limitation, cash, Stock, or other property, and may be made in a single payment or transfer, in installments, or on a deferred basis. The Committee may make rules relating to installment or deferred payments with respect to Awards, including the rate of interest to be credited with respect to such payments. In addition to the foregoing, the Committee may impose on any Award or the exercise thereof, at the date of grant or thereafter, such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine.

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(b) Specific Terms of Awards . The Committee is authorized to grant to Participants the following Awards, as deemed by the Committee to be consistent with the purposes of the Plan. The Committee shall determine the terms and conditions of such Awards at the date of grant or thereafter.

(i) Options . The Committee is authorized to grant Options to Participants on the following terms and conditions:

(A) Type of Award . The Award Agreement evidencing the grant of an Option under the Plan shall designate the Option as an ISO or an NQSO.

(B) Exercise Price . The exercise price per share of Stock purchasable under an Option shall be determined by the Committee; provided that, such exercise price of an ISO shall be not less than the Fair Market Value of a share of Stock on the date of grant of such ISO. The exercise price for Stock subject to an Option may be paid in cash or by an exchange of Stock previously owned by the Grantee, or a combination of both, in an amount having a combined value equal to such exercise price. An Award Agreement may provide that a Grantee may elect to pay all or a portion of the aggregate exercise price by having shares of Stock with a Fair Market Value on the date of exercise equal to the aggregate exercise price withheld by the Company or sold by a broker-dealer.

(C) Term and Exercisability of Options . Options shall be exercisable over the exercise period (which shall not exceed ten years from the date of grant), at such times and upon such conditions as the Committee may determine, as reflected in the Award Agreement; provided that, the Committee shall have the authority to accelerate the exercisability of any outstanding Option at such time and under such circumstances as it, in its sole discretion, deems appropriate. An Option may be exercised to the extent of any or all full shares of Stock as to which the Option has become exercisable, by giving written notice of such exercise to the Committee or its designated agent.

(D) Termination of Employment, etc . An Option may not be exercised unless the Grantee is then in the employ of, or maintains a independent contractor relationship with, the Company or an Affiliate (or a company or a parent or subsidiary company of such company issuing or assuming the Option in a transaction to which Section 424(a) of the Code applies), and unless the Grantee has remained continuously so employed, or continuously maintained such relationship, since the date of grant of the Option; provided that, the Award Agreement may contain provisions extending the exercisability of Options, in the event of specified terminations, to a date not later than the expiration date of such Option.

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(E) Other Provisions . Options may be subject to such other conditions including, but not limited to, restrictions on transferability of the shares acquired upon exercise of such Options, as the Committee may prescribe in its discretion or as may be required by applicable law.

(ii) SARs . The Committee is authorized to grant SARs to Participants on the following terms and conditions:

(A) In General . Unless the Committee determines other wise, an SAR (1) granted in tandem with an NQSO may be granted at the time of grant of the related NQSO or at any time thereafter or (2) granted in tandem with an ISO may only be granted at the time of grant of the related ISO. An SAR granted in tandem with an Option shall be exercisable only to the extent the underlying Option is exercisable.

(B) Settlement of SARs . An SAR shall confer on the Grantee a right to receive an amount in cash or shares of Stock (at the sole discretion of the Committee) with respect to each share subject thereto, upon exercise thereof, equal to the excess of (1) the Fair Market Value of one share of Stock on the date of exercise over (2) the grant price of the SAR (which in the case of an SAR granted in tandem with an Option shall be equal to the exercise price of the underlying Option, and which in the case of any other SAR shall be such price as the Committee may determine).

(iii) Restricted Stock . The Committee is authorized to grant Restricted Stock to Participants on the following terms and conditions:

(A) Issuance and Restrictions . Restricted Stock shall be subject to such restrictions on transferability and other restrictions, if any, as the Committee may impose at the date of grant or thereafter, which restrictions may lapse separately or in combination at such times, under such circumstances, in such installments, or otherwise, as the Committee may determine. The Committee may place restrictions on Restricted Stock that shall lapse, in whole or in part, upon the attainment of Performance Goals. Except to the extent restricted under the Award Agreement relating to the Restricted Stock, a Grantee granted Restricted Stock shall have all of the rights of a stockholder including, without limitation, the right to vote Restricted Stock and the right to receive dividends thereon.

(B) Forfeiture . Upon termination of employment with or service to the Company or Affiliate, or upon termination of the independent contractor relationship, as the case may be, during the applicable restriction period, Restricted Stock and any accrued but unpaid dividends or Dividend Equivalents that are at that time subject to restrictions shall be forfeited; provided that, the Committee may provide, by rule or regulation or in any Award Agreement, or may determine in any individual case, that restrictions or forfeiture conditions relating to Restricted Stock will be waived in whole or in part in the event of terminations resulting from specified causes, and the Committee may in other cases waive in whole or in part the forfeiture of Restricted Stock.

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(C) Certificates for Stock . Restricted Stock granted under the Plan may be evidenced in such manner as the Committee shall determine. If certificates representing Restricted Stock are registered in the name of the Grantee, such certificates shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock, and the Company shall retain physical possession of the certificate.

(D) Dividends . Dividends paid on Restricted Stock shall be either paid at the dividend payment date, or deferred for payment to such date as determined by the Committee, in cash or in shares of unrestricted Stock having a Fair Market Value equal to the amount of such dividends. Stock distributed in connection with a stock split or stock dividend, and other property distributed as a dividend, shall be subject to restrictions and a risk of forfeiture to the same extent as the Restricted Stock with respect to which such Stock or other property has been distributed.

(iv) Restricted Stock Units . The Committee is authorized to grant Restricted Stock Units to Participants, subject to the following terms and conditions:

(A) Award and Restrictions . Delivery of Stock or cash, as determined by the Committee, will occur upon expiration of the deferral period specified for Restricted Stock Units by the Committee or, if permitted by the Committee, upon expiration of such deferral period as may have been elected by the Grantee. The Committee may condition the vesting and/or payment of Restricted Stock Units, in whole or in part, upon the attainment of Performance Goals.

(B) Forfeiture . Upon termination of employment or termination of the independent contractor relationship during the applicable deferral period or portion thereof to which forfeiture conditions apply, or upon failure to satisfy any other conditions precedent to the delivery of Stock or cash to which such Restricted Stock Units relate, all Restricted Stock Units that are then subject to deferral or restriction shall be forfeited; provided that, the Committee may provide, by rule or regulation or in any Award Agreement, or may determine in any individual case, that restrictions or forfeiture conditions relating to Restricted Stock Units will be waived in whole or in part in the event of termination resulting from specified causes, and the Committee may in other cases waive in whole or in part the forfeiture of Restricted Stock Units.

(v) Dividend Equivalents . The Committee is authorized to grant Dividend Equivalents to Participants. The Committee may provide, at the date of grant or thereafter, that Dividend Equivalents shall be paid or distributed when accrued or shall be deemed to have been reinvested in additional Stock, or other investment vehicles as the Committee may specify, provided that Dividend Equivalents (other than freestanding Dividend Equivalents) shall be subject to all conditions and restrictions of the underlying Awards to which they relate.

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(vi) Other Stock- or Cash-Based Awards . The Committee is authorized to grant Awards to Participants in the form of Other Stock-Based Awards or Cash-Based Awards, as deemed by the Committee to be consistent with the purposes of the Plan. Awards granted pursuant to this paragraph may be granted with value and payment contingent upon the attainment of certain Performance Goals, so long as such goals relate to periods of performance in excess of one calendar year. The Committee shall determine the terms and conditions of such Awards at the date of grant or thereafter. The maximum payment that any Grantee may receive pursuant to an Award granted under this paragraph in respect of any performance period shall be [$  ]. Payments earned hereunder may be decreased or increased in the sole discretion of the Committee based on such factors as it deems appropriate.

7. General Provisions .

(a) Nontransferability . Unless otherwise provided in an Award Agreement, Awards shall not be transferable by a Grantee except by will or the laws of descent and distribution and shall be exercisable during the lifetime of a Grantee only by such Grantee or his guardian or legal representative.

(b) No Right to Continued Employment . Nothing in the Plan or in any Award granted under the Plan or in any Award Agreement or other agreement entered into pursuant hereto shall confer upon any Grantee or Participant the right to continue in the employ of or to continue as an independent contractor of the Company or any Affiliate or to be entitled to any remuneration or benefits not set forth in the Plan or such Award Agreement or other agreement or to interfere with or limit in any way the right of the Company or any such Affiliate to terminate such Grantee’s employment or independent contractor relationship.

(c) Withholding and Other Taxes . The Company or any applicable Affiliate is authorized to withhold from any Award granted, any payment relating to an Award under the Plan (including from a distribution of Stock) or any other payment to a Grantee, amounts of withholding and other taxes due in connection with any transaction involving an Award, and to take such other action as the Committee may deem advisable to enable the Company and Grantees to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any Award. This authority shall include authority to withhold or receive Stock or other property and to make cash payments in respect thereof in satisfaction of a Grantee’s tax obligations.

(d) Amendment and Termination . The Board may at any time and from time to time alter, amend, suspend, or terminate the Plan in whole or in part. Notwithstanding the foregoing, no amendment shall affect adversely any of the rights of any Grantee, without such Grantee’s consent, under any Award theretofore granted under the Plan and any amendment shall be approved by shareholders, unless otherwise determined by the Board, if necessary to comply with state law, stock listing requirements or other applicable law. Unless earlier terminated by the Board pursuant to the provisions of the Plan, the Plan shall terminate on the tenth anniversary of its Effective Date. No Awards shall be granted under the Plan after such termination date.

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(e) No Rights to Awards; No Stockholder Rights . No Grantee or Participant shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Grantees. Except as provided specifically herein, a Grantee or a transferee of an Award shall have no rights as a stockholder with respect to any shares covered by the Award until the date of the issuance of a stock certificate to him for such shares.

(f) Unfunded Status of Awards . The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any payments not yet made to a Grantee pursuant to an Award, nothing contained in the Plan or any Award shall give any such Grantee any rights that are greater than those of a general creditor of the Company.

(g) No Fractional Shares . No fractional shares of Stock shall be issued or delivered pursuant to the Plan or any Award. The Committee shall determine whether cash, other Awards, or other property shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated.

(h) Regulations and Other Approvals .

(i) The obligation of the Company to sell or deliver Stock with respect to any Award granted under the Plan shall be subject to all applicable laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Committee.

(ii) Each Award is subject to the requirement that, if at any time the Committee determines, in its absolute discretion, that the listing, registration or qualification of Stock issuable pursuant to the Plan is required by any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the grant of an Award or the issuance of Stock, no such Award shall be granted or payment made or Stock issued, in whole or in part, unless listing, registration, qualification, consent or approval has been effected or obtained free of any conditions not acceptable to the Committee.

(iii) In the event that the disposition of Common Stock acquired pursuant to the Plan is not covered by a then current registration statement under the Securities Act of 1933, as amended (the “Securities Act”), and is not otherwise exempt from such registration, such Stock shall be restricted against transfer to the extent required by the Securities Act or regulations thereunder, and the Committee may require a Grantee receiving Stock pursuant to the Plan, as a condition precedent to receipt of such Stock, to represent to the Company in writing that the Stock acquired by such Grantee is acquired for investment only and not with a view to distribution.

(i) Governing Law . The Plan and all determinations made and actions taken pursuant hereto shall be governed by the laws of the State of Delaware without giving effect to the conflict of laws principles thereof.

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EXHIBIT 10.2

AMENDMENT NO. 1

TO THE BLACKROCK, INC.

1999 STOCK AWARD AND INCENTIVE PLAN

(Effective July 21, 2000)

This Amendment No. 1 is made to the BlackRock, Inc. 1999 Stock Award and Incentive Plan (the “Plan”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan.

In accordance with Section 7(d) of the Plan, BlackRock, Inc.’s Board of Directors at a meeting held on July 21, 2000 unanimously approved the following amendments to the Plan:

1. Section 6(b)(i)(B) of the Plan is hereby amended in its entirety to read as follows:

“(B) Exercise Price. The exercise price per share of Stock purchasable under an Option shall be determined by the Committee; provided that, such exercise price of an ISO shall be not less than the Fair Market Value of a share of Stock on the date of grant of such ISO. The exercise price for Stock subject to an Option may be paid in cash or by an exchange of Stock previously owned by the Grantee (provided, that such Stock shall have been owned without any restrictions by the Grantee for at least six months prior to the date of exercise of the Option), or a combination of both, in an amount having a combined value equal to such exercise price. An Award Agreement may provide that a Grantee may elect to pay all or a portion of the aggregate exercise price by having shares of Stock with a Fair Market Value on the date of exercise equal to the aggregate exercise price or sold by a broker-dealer.”

2. Section 7(c) of the Plan is hereby amended in its entirety to read as follows:

“(c) Withholding and Other Taxes. The Company or any applicable Affiliate is authorized to withhold from any Award granted, any payment relating to an Award under the Plan (including from a distribution of Stock) or any other payment to a Grantee, amounts of withholding and other taxes due in connection with any transaction involving an Award, and to take such other action as the Committee may deem advisable to enable the Company and Grantees to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any Award. This authority shall include authority to withhold or receive Stock or other property and to make cash payments in respect thereof in satisfaction of a Grantee’s tax obligations. If Stock is withheld to satisfy withholding and other taxes due in connection with an exercise of an Option, the Company shall not withhold more Stock than is necessary to satisfy the minimum withholding obligation in respect of such exercise.”

3. Except as amended herein, the Plan shall remain in full force and effect.

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Exhibit 10.3

AMENDMENT NO. 2

TO THE BLACKROCK, INC.

1999 STOCK AWARD AND INCENTIVE PLAN

This Amendment No. 2 is made to the 1999 Stock Award and Incentive Plan (the “Plan”) of BlackRock, Inc (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan. This Amendment shall become effective on the date the Company’s stockholders approve this amendment pursuant to the vote to taken at the Company’s Annual Meeting of Stockholders to be held on May 2, 2001, and shall not be effective if this amendment is not so approved by the Company’s stockholders.

WHEREAS, the Company previously reserved for issuance under the Plan a number of shares of Stock equal to 5.5% of the aggregate number of shares of the Company’s class A common stock and the Company’s class B common stock outstanding; and

WHEREAS, the Company wishes to amend the Plan to provide that the maximum number of shares of Stock that may be issued under the Plan shall be 9,000,000 shares of Stock; and

WHEREAS, the Company wishes to provide that the maximum number of shares of Stock that may be awarded to any single individual during any Plan Year shall not exceed 4,000,000 shares of Stock;

NOW THEREFORE, the Plan is amended, subject to stockholder approval, as follows:

1. Section 5 of the Plan is hereby amended in its entirety to read as follows:

5. Stock Subject to the Plan.

Subject to adjustment as provided herein, 9,000,000 shares of Stock shall be reserved for the grant or settlement of Awards under the Plan. No more than 4,000,000 shares of Stock may be covered by stock-based awards (including Options, SARs, Restricted Stock and Restricted Stock Units) made to a single individual during any Plan Year, which number shall be subject to adjustment as provided herein. Shares of Stock issued hereunder may, in whole or in part, be authorized but unissued shares or shares that shall have been or may be reacquired by the Company in the open market, in private transactions or otherwise. If any shares of Stock subject to an Award are forfeited, cancelled, exchanged or surrendered or if an Award otherwise terminates or expires without a distribution of shares to the Grantee, the shares of Stock with respect to such Award shall, to the extent of any such forfeiture, cancellation, exchange, surrender, termination or expiration, again be available for Awards under the Plan.

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In the event that the Committee shall determine that any dividend or other distribution (whether in the form of cash, Stock, or other property), recapitalization, Stock split, reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, or share exchange, or other similar corporate transaction or event, affects the Stock such that an adjustment is appropriate in order to prevent dilution or enlargement of the rights of Grantees under the Plan, then the Committee shall make such equitable changes or adjustments as it deems necessary or appropriate to any or all of (i) the number and kind of shares of Stock or other property (including cash) that may thereafter be issued in connection with Awards, (ii) the number and kind of shares of Stock or other property (including cash) issued or issuable in respect of outstanding Awards, (iii) the exercise price, grant price, or purchase price relating to any Award; provided that, with respect to ISOs, such adjustment shall be made in accordance with Section 424(h) of the Code, (iv) the Performance Goals and (v) the individual limitations applicable to Awards.

2. Except as amended herein, the Plan shall remain in full force and effect.

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Exhibit 10.4

AMENDMENT NO. 3

TO THE BLACKROCK, INC.

1999 STOCK AWARD AND INCENTIVE PLAN

This Amendment No. 3 is made to the BlackRock, Inc. 1999 Stock Award and Incentive Plan (the “Incentive Plan”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Incentive Plan. This Amendment shall become effective as of March 27, 2006; provided, that paragraphs 1 and 2 below shall be subject to the approval of the stockholders of BlackRock, Inc. (the “Company”) at a meeting or meetings of stockholders to be held prior to the end of 2006, and shall not be effective if not so approved by the Company’s stockholders.

WHEREAS, the Incentive Plan currently provides that the maximum number of shares of Stock that may be issued under the Incentive Plan shall be 9,000,000 shares of Stock;

WHEREAS, the Company wishes to amend the Incentive Plan to provide that an additional 5,000,000 shares of Stock shall be made available for issuance under the Incentive Plan;

WHEREAS, the Company wishes to provide that the term of the Incentive Plan shall be extended to the date that is 10 years from the effective date of this Amendment No. 3; and

WHEREAS, the Company wishes to ensure that the per share option price for stock options granted under the Incentive Plans shall not be less than Fair Market Value (as defined in the Incentive Plan) on the date of grant; and

NOW THEREFORE, the Incentive Plan is amended, subject to stockholder approval at a meeting or meetings of stockholders to be held prior to the end of 2006, as follows:

1. The first sentence of Section 5 of the Incentive Plan is hereby amended in its entirety to read as follows:

Subject to adjustment as provided herein, 14,000,000 shares of Stock shall be reserved for the grant or settlement of Awards under the Plan.

2. The third sentence of Section 7(d) of the Incentive Plan is hereby amended in its entirety to read as follows:

Unless earlier terminated by the Board pursuant to the provisions of the Plan, the Plan shall terminate on March 27, 2016.

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3. This first sentence of Section 6(b)(i)(B) is hereby amended in its entirety to read as follows:

The exercise price per share of Stock purchasable under an Option shall be determined by the Committee; provided that, such exercise price shall be not less than the Fair Market Value of a share of Stock on the date of grant.

4. Except as provided herein, the Incentive Plan shall remain in full force and effect.

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Exhibit 10.5

AMENDMENT NO. 4

TO THE BLACKROCK, INC.

1999 STOCK AWARD AND INCENTIVE PLAN

This Amendment No. 4 is made to the BlackRock, Inc. 1999 Stock Award and Incentive Plan (the “Incentive Plan”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Incentive Plan. This Amendment shall be subject to the approval of the stockholders of BlackRock, Inc. (the “Company”) at a meeting of stockholders to be held prior to the end of 2006, and shall not be effective if not so approved by the Company’s stockholders.

WHEREAS, the Incentive Plan currently provides that the maximum number of shares of Stock that may be issued under the Incentive Plan shall be 14,000,000 shares of Stock;

WHEREAS, the Company wishes to amend the Incentive Plan to provide that an additional 3,000,000 shares of Stock shall be made available for issuance under the Incentive Plan;

NOW THEREFORE, the Incentive Plan is amended, subject to stockholder approval at a meeting of the Company’s stockholders, as follows:

Subject to adjustment as provided herein, 15,500,000 shares of Stock shall be reserved for the grant or settlement of Awards under the Plan.

Exhibit 10.6

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.

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(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

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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.

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(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:

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(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

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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.

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(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.

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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

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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

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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.

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(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.

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.

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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.

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(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.

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Exhibit 10.7

First Amendment to the

BlackRock, Inc. 2002 Long-Term Retention and Incentive Plan

1. Section 1(n) of the BlackRock, Inc. 2002 Long-Term Retention and Incentive Plan (the “Plan”) is hereby amended, effective as of the date hereof, to read in its entirety as follows:

“Company Peer Group” means those companies reported in the Merrill Lynch, Pierce, Fenner & Smith Incorporated Asset Manager Valuation Report (Alliance Capital Management Holding L.P.; Affiliated Managers Group, Inc.; AMVESCAP PLC; Franklin Resources, Inc.; BlackRock, Inc.; Eaton Vance Corp.; Federated Investors, Inc.; Gabelli Asset Management Inc.; Janus Capital Group; John Nuveen Co.; Legg Mason, Inc.; Neuberger Berman Inc.; T. Rowe Price Group, Inc.; Waddell & Reed Financial, Inc.; and W.P. Stewart & Co. Ltd. as of November 12, 2003), taking into account any addition or removal of companies as shall be made by Merrill Lynch (or such entity, that shall not be affiliated with the Company, that publishes a report on such universe if Merrill Lynch ceases to publish the report), 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 Merrill Lynch Asset Manager Valuation Report 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.

2. Section 1(bb)(i) of the Plan is hereby amended in its entirety, effective as of the date BlackRock, Inc. obtains stockholder approval and any other required approvals for this amendment, to read as follows:

(i) 100%, if the average closing price of Common Stock is equal to or in excess of $62 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

3. In all other respects the Plan is hereby confirmed.

Dated this 12th day of November, 2003.

Exhibit 10.8

Second Amendment to the

BlackRock, Inc. 2002 Long-Term Retention and Incentive Plan

1. Sections 5(e), (f) and (h) of the BlackRock, Inc. 2002 Long-Term Retention and Incentive Plan (the “Plan”) are each hereby amended, effective as of the date hereof, by inserting “; provided, however, that the Committee may provide for different treatment in any award agreement” at the end of such section.

2. In all other respects the Plan is hereby confirmed.

Dated this 11th day of November, 2004.

Exhibit 10.9

BLACKROCK, INC.

NONEMPLOYEE DIRECTORS

STOCK COMPENSATION PLAN

1. Purpose . The BlackRock, Inc. Nonemployee Directors Stock Compensation Plan is intended to encourage members of the board of directors of BlackRock, Inc., a Delaware corporation, who are not also employees of the Company or any of its subsidiaries and who receive fees for their services to acquire additional stock ownership interests in the Company.

2. Definitions .

(a)”Accounting Date” means the first day of each calendar quarter.

(b)”Board” means the Board of Directors of the Company.

(c)”Committee” means the Compensation Committee of the Board.

(d)”Common Stock” means the class A common stock, par value $0.01 per share, of the Company.

(e)”Company” means BlackRock, Inc., a Delaware corporation.

(f)”Compensation” means the aggregate amount payable in cash to a Director for such Director’s services on the Board, including any amounts payable with respect to service on or serving as Chairman of a committee of the Board or for attendance at Board or committee meetings.

(g)”Director” means a member of the Board who is not also an employee of the Company or any of its subsidiaries and who receives fees for his or her services on the Board.

(h)”Effective Date” means the effective date of the Initial Public Offering, provided that the Plan had been approved by the stockholders of the Company prior to the Initial Public Offering.

(i)”Fair Market Value” means, with respect to Common Stock, the fair market value of such Common Stock determined by such methods or procedures as shall be established from time to time by the Committee. Unless otherwise determined by the Committee in

good faith, the per share Fair Market Value of Common Stock as of a particular date shall mean (i) the closing sales price per share of Common Stock on the national securities exchange on which the Common Stock is principally traded, for the last preceding date on which there was a sale of such Common Stock on such exchange, or (ii) if the shares of Common Stock are then traded in an over-the-counter market, the average of the closing bid and asked prices for the shares of Common Stock in such over-the-counter market for the last preceding date on which there was a sale of such Common Stock in such market, or (iii) if the shares of Common Stock are not then listed on a national securities exchange or traded in an over-the-counter market, such value as the Committee, in its sole discretion, shall determine.

(j)”Initial Public Offering” shall mean the initial public offering of shares of Stock of the Company.

(k)”Plan” means this BlackRock, Inc., Nonemployee Directors Stock Compensation Plan.

3. Administration of the Plan . The Plan shall be administered by the Committee. The Committee shall adopt such rules as it may deem appropriate in order to carry out the purpose of the Plan. All questions of interpretation, administration, and application of the Plan shall be determined by the Committee, except that the Committee may authorize any one or more of its members, or any officer of the Company, to execute and deliver documents on behalf of the Committee. The determination by the Committee shall be final and binding in all matters relating to the Plan.

4. Common Stock Reserved for the Plan . The number of shares of Common Stock authorized for issuance under the Plan is 0.5% of the shares of Common Stock outstanding, subject to adjustment pursuant to Section 6 hereof. Shares of Common Stock delivered hereunder may be either authorized but unissued shares or previously issued shares reacquired and held by the Company.

5. Terms and Conditions of Grants .

(a) Elections . Each Director may elect that a specified percentage of his or her future Compensation be paid in shares of Common Stock and such shares of Common Stock shall be received in lieu of the payment of cash in respect of the specified percentage of future Compensation. The shares of Common Stock shall be transferred in accordance with Section 5(b) hereof. An election hereunder shall be in the form of a document executed and filed with the Secretary of the Company and shall remain in effect until the effectiveness of any modification or revocation of such election.

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(b) Transfer of Shares . Shares of Common Stock issuable to a Director under Section 5(a) hereof shall be transferred to such Director as soon as practicable following the end of each calendar quarter, including (i) partial calendar quarters for those individuals who become Directors during a calendar quarter and (ii) the partial calendar quarter ending December 31, 1999. The total number of shares of Common Stock to be so transferred on each such date shall be determined by dividing (x) the product of (1) the percentage specified by the Director pursuant to Section 5(a) hereof and (2) the Director’s Compensation payable for services rendered in the calendar quarter (or partial calendar quarter, if applicable) with respect to which such transfer is being made, by (y) the Fair Market Value of a share of Common Stock on the last trading day of such calendar quarter. The Company shall deliver a stock certificate representing the number of whole such shares acquired plus cash in lieu of any fractional shares.

6. Effect of Certain Changes in Capitalization . In the event of any dividend or other distribution (whether in the form of cash, Common Stock, or other property), recapitalization, stock split, reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, or share exchange, or other similar corporate transaction or event, the maximum number or class of shares available under the Plan, and the number or class of shares of Common Stock to be delivered hereunder shall be proportionately adjusted to reflect any such transaction.

7. Term of Plan . This Plan shall become effective as of the Effective Date, provided that the Plan shall have been approved by the stockholders of the Company. This Plan shall remain in effect until all authorized shares have been issued, unless sooner terminated by the Board.

8. Amendment; Termination . The Board may at any time and from time to time alter, amend, suspend, or terminate the Plan in whole or in part.

9. Rights of Directors . Nothing contained in the Plan or with respect to any grant shall interfere with or limit in any way the right of the stockholders of the Company to remove any Director from the Board, nor confer upon any Director any right to continue in the service of the Company as a director.

10. General Restrictions .

(a) Investment Representations . The Company may require any Director to whom Common Stock is issued, as a condition of receiving such Common Stock, to give written assurances in substance and form satisfactory to the Company and its counsel to the effect that such person is acquiring the Common Stock for his own account for investment and not with any present intention of selling or otherwise distributing the same, and to such other effects as the Company deems necessary or appropriate in order to comply with Federal and applicable state securities laws.

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(b) Compliance with Securities Laws . Each issuance shall be subject to the requirement that, if at any time counsel to the Company shall determine that the listing, registration or qualification of the shares upon any securities exchange or under any state or Federal law, or the consent or approval of any governmental or regulatory body, is necessary as a condition of, or in connection with, the issuance of shares hereunder, such issuance may not be accepted or exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to the Committee. Nothing herein shall be deemed to require the Company to apply for or to obtain such listing, registration or qualification.

(c) Nontransferability . Awards under this Plan shall not be transferable by a Director other than by the laws of descent and distribution.

11. Governing Law . This Plan and all rights hereunder shall be construed in accordance with and governed by the laws of the State of Delaware.

12. Headings . The headings of sections and subsections herein are included solely for convenience of reference and shall not affect the meaning of any of the provisions of the Plan.

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Exhibit 10.10

BLACKROCK, INC. VOLUNTARY DEFERRED COMPENSATION PLAN

BlackRock, Inc. and its subsidiaries have established the BlackRock, Inc. Voluntary Deferred Compensation Plan for the purpose of providing deferred compensation for a select group of management or highly compensated employees as described in Section 201(2) of the Employee Retirement Income Security Act of 1974, as amended.

Article 1. Definitions

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Article 2. Eligibility

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Article 3. Deferred Amounts

Article 4. Valuation

All adjustments and earnings related thereto, will be determined on a monthly basis in accordance with the Valuation Date or on such other basis as may be specified by the Committee from time to time. Unless the Committee determines otherwise, each Participant shall receive quarterly valuation statements in respect of his or her Deferred Compensation Account.

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Article 5. Tracking Investments

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manner in which his or her Deferred Compensation Account is directed into or out of an Investment Fund, such transfer shall only be effected as of the next available distribution or contribution date, as the case may be, of the applicable Investment Fund. Any amount directed to an Investment Fund prior to such fund’s next contribution date shall, until such contribution date, be directed to in the Investment Fund which provides the lowest risk of loss of capital, as determined in the sole discretion of the Committee.

Article 6. Vesting

A Participant shall at all times be fully vested in his or her Deferred Compensation Account.

Article 7. Timing and Form of Benefit Distributions

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emergency is an unanticipated emergency that is caused by an event beyond the control of the Participant as may result from illness, casualty loss or sudden financial reversal and that would result in severe financial hardship to the individual if the emergency distribution were not permitted. Financial needs arising from foreseeable events, such as the purchase of a residence or education expenses for children, shall not be considered a financial emergency. A Participant who receives a hardship distribution pursuant to this Section 7.4 shall be ineligible to make any additional deferrals under the Plan for the balance of the Plan Year in which the hardship distribution occurs and for the immediately following Plan Year.

Article 8. Beneficiary Designation

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Article 9. Administration

Article 10. Claims Appeal Procedure

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Article 11. Amendment and Termination of Plan

The Committee may at any time amend or terminate the Plan in whole or in part; provided, however, that no amendment or termination may act to reduce a Participant’s Deferred Compensation Account at the time of such amendment or termination.

Article 12. Miscellaneous

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Company, any Affiliate of the Company or any Investment Fund. The obligation under the Plan to a Participant shall be merely that of an unfunded and unsecured promise of his or her Employer to pay money to the Participant in the future. The Company shall be jointly and severally liable for the obligation of Employers in respect of obligations owed to Participants and beneficiaries hereunder.

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Exhibit 10.11

AMENDED AND RESTATED

BLACKROCK, INC. INVOLUNTARY DEFERRED

COMPENSATION PLAN

BlackRock, Inc. and its subsidiaries have established the BlackRock, Inc. Involuntary Deferred Compensation Plan for the purpose of providing deferred compensation and retention incentives to a select group of management or highly compensated employees. BlackRock, Inc. has determined that it is in its best interests to amend and restate the BlackRock, Inc. Involuntary Deferred Compensation Plan, among other things, to provide deferred compensation and retention incentives in the form of awards denominated in shares of Anthracite Capital, Inc. to those BlackRock, Inc. professionals providing services with respect to Anthracite.

ARTICLE 1. DEFINITIONS

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define Disability, the Participant’s physical or mental incapacity constituting disability, as determined under the Company’s Long-Term Disability Plan applicable to the Participant, which, in any event, does or is reasonably expected to continue for at least twelve months.

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ARTICLE 2. DEFERRED AMOUNTS

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Account a Matching Contribution. Unless otherwise determined by the Committee, the Matching Contribution made to a Participant’s Deferred Compensation Account shall be an amount equal to twenty percent (20%) of the amount of the Participant’s Deferred Compensation Amount for the Plan Year.

ARTICLE 3. VESTING

The Vested portion of a Participant’s Deferred Compensation Amount shall be appropriately reduced to reflect any negative return associated with the Investment Funds underlying his or her Deferred Compensation Amount.

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ARTICLE 4. VALUATION

As of each Valuation Date, a Participant’s Deferred Compensation Account shall consist of the balance of the Participant’s Deferred Compensation Account as of the immediately preceding Valuation Date adjusted for:

All adjustments and earnings related thereto will be determined on a monthly basis in accordance with the Valuation Date or on such other basis as may be specified by the Committee from time to time. Unless the Committee determines otherwise, each Participant will receive quarterly valuation statements in respect of his or her Deferred Compensation Accounts.

ARTICLE 5. TRACKING INVESTMENTS

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deemed earnings, gains, losses, expenses or changes thereto) to any other then-available Investment Fund. The Committee may disregard the deemed investment instructions of a Participant.

ARTICLE 6. DISTRIBUTIONS

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ARTICLE 7. BENEFICIARY DESIGNATION

ARTICLE 8. ADMINISTRATION

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without limitation, the authority to construe and interpret the Plan and any Plan related documentation; to determine all questions arising in connection with the Plan; to prescribe, amend and rescind rules and regulations relating to the Plan; and to make all other determinations deemed necessary or advisable for the administration of the Plan. The Committee may appoint a chairperson and a secretary and may make such rules and regulations for the conduct of its business as it shall deem advisable, and shall keep minutes of its meetings. All determinations of the Committee shall be made by a majority of its members either present in person or participating by conference telephone at a meeting or by written consent. The Committee may delegate to one or more of its members or to one or more agents such administrative duties as it may deem advisable, and the Committee or any person to whom it has delegated duties as aforesaid may employ one or more persons to render advice with respect to any responsibility the Committee or such person may have under the Plan. All decisions, determinations and interpretations of the Committee shall be final and binding on all persons, including the Company, and any Affiliate of the Company, Participant or beneficiary.

ARTICLE 9. AMENDMENT AND TERMINATION OF PLAN

The Committee may at any time amend or terminate the Plan in whole or in part; provided, however, that no amendment or termination may act to reduce a Participant’s Deferred Compensation Account at the time of such amendment or termination or adversely affect the

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rights of a Participant with respect to any outstanding Anthracite Grant or Excess Anthracite Grant, at the time of such amendment or termination, without the prior consent of such affected Participant.

ARTICLE 10. MISCELLANEOUS

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ANTHRACITE APPENDIX

The rules contained in this appendix (this “Appendix”) shall apply to any Anthracite Bonus payable to a Participant. The provisions of the Plan, to which this Appendix is attached, are hereby incorporated by reference; however, to the extent any of the terms or provisions of this Appendix are inconsistent with the Plan, this Appendix shall govern. Terms used herein without definitions shall have the meanings ascribed to them in the Plan.

1. Definitions . Whenever used in this Appendix, the following terms shall have the respective meanings set forth below:

(a) Payment Date means the first date on which an Anthracite Grant or Excess Anthracite Grant, as applicable, becomes payable as provided in Section 4 of this Appendix.

2. Grant of Anthracite RSUs . One hundred percent (100%) of a Participant’s Anthracite Bonus for each Plan Year (commencing with the Anthracite Bonus payable in respect of the 2005 calendar year) shall be denominated in Anthracite RSUs and shall be mandatorily deferred under the Plan, as described below; provided, that for any Plan Year, the aggregate of the Anthracite Bonuses denominated in Anthracite RSUs and mandatorily deferred under the Plan, shall not exceed Anthracite Pool. The Committee may vary the percentage of the mandatory deferral in subsequent Plan Years.

3. Vesting .

(a) Anthracite Grant . Subject to Section 3(c) of this Appendix, a Participant will become Vested with respect to the following percentages of the Anthracite RSUs comprising his or her Anthracite Grant in respect of a Plan Year (rounded down to the nearest whole number of Anthracite RSUs), in accordance with the following schedule:

(b) Excess Anthracite Grant . One hundred percent (100%) of a Participant’s Excess Anthracite Grant shall be Vested on the Grant Date and, subject to Section 5 of this Appendix, shall be paid as provided in Section 4 of this Appendix.

(c) Vesting Upon Certain Events . A Participant will become fully and immediately Vested in his or her Anthracite Grant if, prior to the applicable vesting date, his or her employment with the Company or an Affiliate of the Company is terminated by reason of death, Disability, Retirement, or by the Company or the Participant’s Employer, as applicable, other than for Cause.

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4. Distributions .

(a) Anthracite Grant . Unless deferred pursuant to Section 5 of this Appendix, the Company shall deliver to a Participant, as soon as practicable after each portion of an Anthracite Grant becomes Vested but in no event later than the date that is two and one-half months following the end of the calendar year in which such portion becomes Vested, shares of Anthracite Stock (or cash of equal value), as determined by the Committee, in settlement of Anthracite RSUs comprising such Vested portion.

(b) Excess Anthracite Grant . Unless deferred pursuant to Section 5 of this Appendix, the Company shall deliver to a Participant, as soon as practicable following the earlier to occur of (i) the second anniversary of the Grant Date of such Excess Anthracite Grant and (ii) the termination of such Participant’s employment with the Company or an Affiliate of the Company, shares of Anthracite Stock (or cash of equal value), as determined by the Committee, in settlement of the Anthracite RSUs comprising such Excess Anthracite Grant.

5. Deferral . A Participant may elect to defer the receipt of the distributions described in Section 4 of this Appendix; provided that (i) such election is made at least 12 months prior to the applicable Payment Date, (ii) such receipt is deferred until the later to occur of (x) the date that is at least 5 years, but no more than 10 years, following such Payment Date and (y) the date such Participant’s employment with the Company or an Affiliate of the Company terminates, and (iii) such deferral otherwise complies with the applicable provisions of Section 409A of the Code and guidance thereunder.

6. Forfeiture . If a Participant’s employment with the Company or an Affiliate of the Company, as applicable, terminates for any reason other than as described in Section 3(c) above, any unvested portion of such Participant’s Anthracite Grant shall be forfeited.

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