ex10-1.htm


    


    EXHIBIT
10.1

     

     

     

     

     

     

    SECOND
AMENDED AND RESTATED

    


    STOCKHOLDER
AGREEMENT

    


    AMONG

    


    BLACKROCK,
INC.

    


    MERRILL
LYNCH & CO., INC.

    


    AND

    


    MERRILL
LYNCH GROUP, INC.

    


    DATED
AS OF FEBRUARY 27, 2009

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Table
of Contents

     

    Page

    
      	
              ARTICLE
      I

            
	 
      
	
              DEFINITIONS

            
	 
      
	
              Section
      1.1

            	
              Certain
      Defined Terms

            	
              1

            
	
              Section
      1.2

            	
              Other
      Defined Terms

            	
              8

            
	
              Section
      1.3

            	
              Other
      Definitional Provisions

            	
              9

            
	
              Section
      1.4

            	
              Methodology
      for Calculations

            	
              9

            
	 
      
	
              ARTICLE
      II

            
	 
      
	
              SHARE
      OWNERSHIP

            
	 
      
	
              Section
      2.1

            	
              Acquisition
      of Additional BlackRock Capital Stock

            	
              9

            
	
              Section
      2.2

            	
              Prohibition
      of Certain Communications and Actions

            	
              10

            
	
              Section
      2.3

            	
              Purchases
      of Additional Securities

            	
              12

            
	
              Section
      2.4

            	
              BlackRock
      Share Repurchases

            	
              12

            
	 
      
	
              ARTICLE
      III

            
	 
      
	
              TRANSFER
      RESTRICTIONS

            
	 
      
	
              Section
      3.1

            	
              General
      Transfer Restrictions

            	
              13

            
	
              Section
      3.2

            	
              Restrictions
      on Transfer

            	
              13

            
	
              Section
      3.3

            	
              Right
      of Last Refusal

            	
              14

            
	
              Section
      3.4

            	
              Legend
      on Securities

            	
              15

            
	
              Section
      3.5

            	
              Change
      of Control

            	
              16

            
	 
      
	
              ARTICLE
      IV

            
	 
      
	
              CORPORATE
      GOVERNANCE

            
	 
      
	
              Section
      4.1

            	
              Composition
      of the Board

            	
              16

            
	
              Section
      4.2

            	
              Vote
      Required for Board Action; Board Quorum

            	
              17

            
	
              Section
      4.3

            	
              Committees

            	
              19

            
	
              Section
      4.4

            	
              Certificate
      of Incorporation and Bylaws to be Consistent

            	
              20

            
	
              Section
      4.5

            	
              Information
      Rights

            	
              20

            
	
              Section
      4.6

            	
              Voting
      Agreements

            	
              22

            
	
              Section
      4.7

            	
              Related
      Party Transactions

            	
              22

            


    

    


     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

    


    
      	
              ARTICLE
      V

            
	 
      
	
              NON-COMPETITION

            
	 
      
	
              Section
      5.1

            	
              Non-Competition

            	
              23

            
	 
      
	
              ARTICLE
      VI

            
	 
      
	
              MISCELLANEOUS

            
	 
      
	
              Section
      6.1

            	
              Conflicting
      Agreements

            	
              28

            
	
              Section
      6.2

            	
              Termination

            	
              28

            
	
              Section
      6.3

            	
              Ownership
      Information

            	
              28

            
	
              Section
      6.4

            	
              Savings
      Clause

            	
              28

            
	
              Section
      6.5

            	
              Amendment
      and Waiver

            	
              29

            
	
              Section
      6.6

            	
              Severability

            	
              29

            
	
              Section
      6.7

            	
              Entire
      Agreement

            	
              29

            
	
              Section
      6.8

            	
              Successors
      and Assigns

            	
              29

            
	
              Section
      6.9

            	
              Counterparts

            	
              29

            
	
              Section
      6.10

            	
              Remedies

            	
              29

            
	
              Section
      6.11

            	
              Notices

            	
              30

            
	
              Section
      6.12

            	
              Governing
      Law; Consent to Jurisdiction

            	
              31

            
	
              Section
      6.13

            	
              Interpretation

            	
              31

            


    

    


    


    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

     

    SECOND
AMENDED AND RESTATED STOCKHOLDER AGREEMENT

     

    SECOND
AMENDED AND RESTATED STOCKHOLDER AGREEMENT dated as of February 27,
2009, by and among BlackRock, Inc., a Delaware corporation ("BlackRock")
and Merrill Lynch & Co., Inc., a Delaware corporation ("Merrill Lynch") and
Merrill Lynch Group, Inc., a Delaware corporation.

     

    WHEREAS,
BlackRock and Merrill Lynch are parties to an Amended and Restated Stockholder
Agreement, dated as of July 16, 2008 (as so amended and restated, the "Original
Agreement");

     

    WHEREAS,
the Merrill Lynch Merger shall constitute a Change of Control of Merrill Lynch
under the terms of the Original Agreement (the "Merger Change of
Control");

     

    WHEREAS,
on September 15, 2008, Merrill Lynch entered into a merger agreement with Bank
of America Corporation ("Bank of America"), pursuant to which, effective as of
the closing of the transaction contemplated thereby a subsidiary of Bank of
America will merge with and into Merrill Lynch (the "Merrill Lynch
Merger");

     

    WHEREAS,
in connection with the Merrill Lynch Merger and the Merger Change of Control,
BlackRock and Merrill Lynch propose to enter into transactions whereby Merrill
Lynch will exchange (i) 49,865,000 shares of BlackRock Common Stock (as defined
herein) for a like number of shares of Series B Participating Preferred Stock
(as defined herein) and (ii) 12,604,918 shares of Series A Participating
Preferred Stock (as defined herein) for a like number of shares of Series B
Participating Preferred Stock (the "Merrill Lynch Exchanges");

     

    WHEREAS,
concurrently with the Merrill Lynch Exchange, The PNC Financial Services Group,
Inc. ("PNC") will exchange (i) 17,872,000 shares of BlackRock Common Stock for a
like number of  shares of Series B Participating Preferred Stock and
(ii) up to 2,940,866 shares of BlackRock Common Stock for a like number of
shares of Series C Participating Preferred Stock (as defined herein) (the "PNC
Exchanges" and together with the Merrill Lynch Exchange, the "Exchange
Transactions");

     

    WHEREAS,
the parties hereto wish to amend and restate the Original Agreement in its
entirety;

     

    NOW,
THEREFORE, in consideration of the premises and of the mutual covenants and
obligations hereinafter set forth, the parties hereto hereby agree as
follows:

     

    ARTICLE
I


     

    DEFINITIONS

     

    Section
1.1          Certain Defined
Terms.  As used herein, the following terms shall have the following
meanings:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    "Affiliate"
means, with respect to any Person, any other Person that directly, or indirectly
through one or more intermediaries, controls, is controlled by or is under
common control with, such specified Person; provided, however, that solely
for purposes of this Agreement, notwithstanding anything to the contrary set
forth herein, neither BlackRock nor any of its Controlled Affiliates shall be
deemed to be a Subsidiary or Affiliate of Merrill Lynch or Bank of America
solely by virtue of the Beneficial Ownership by Merrill Lynch of BlackRock
Capital Stock, the election of Directors nominated by Merrill Lynch to the
Board, the election of any other Directors nominated by the Board or any other
action taken by Merrill Lynch in accordance with the terms and conditions of,
and subject to the limitations and restrictions set forth on such Person in,
this Agreement (and irrespective of the characteristics of the aforesaid
relationships and actions under applicable law or accounting
principles).

     

    "Agreement"
means this Second Amended and Restated Stockholder Agreement as it may be
amended, supplemented, restated or modified from time to time.

     

    "Beneficial
Ownership" by a Person of any securities includes ownership by any Person who,
directly or indirectly, through any contract, arrangement, understanding,
relationship or otherwise, has or shares (i) voting power which includes the
power to vote, or to direct the voting of, such security; and/or (ii) investment
power which includes the power to dispose, or to direct the disposition, of such
security; and shall otherwise be interpreted in accordance with the term
"beneficial ownership" as defined in Rule 13d-3 adopted by the Commission under
the Exchange Act; provided that for
purposes of determining Beneficial Ownership, a Person shall be deemed to be the
Beneficial Owner of any securities which may be acquired by such Person pursuant
to any agreement, arrangement or understanding or upon the exercise of
conversion rights, exchange rights, warrants or options, or otherwise
(irrespective of whether the right to acquire such securities is exercisable
immediately or only after the passage of time, including the passage of time in
excess of 60 days, the satisfaction of any conditions, the occurrence of any
event or any combination of the foregoing), except that in no event will Merrill
Lynch be deemed to Beneficially Own any securities which it has the right to
acquire pursuant to Section 2.3 unless, and then only to the extent that, it
shall have actually exercised such right.  For purposes of this
Agreement, a Person shall be deemed to Beneficially Own any securities
Beneficially Owned by its Affiliates (including as Affiliates for this purpose
its officers and directors only to the extent they would be Affiliates solely by
reason of their equity interest) or any Group of which such Person or any such
Affiliate is or becomes a member; provided, however, that
securities Beneficially Owned by Merrill Lynch shall not include, for any
purpose under this Agreement, any Voting Securities or other securities held by
such Person and its Affiliates in trust, managed, brokerage, custodial, nominee
or other customer accounts; in trading, inventory, lending or similar accounts
of such Person and Affiliates of such Person which are broker-dealers or
otherwise engaged in the securities business; or in pooled investment vehicles
sponsored, managed and/or advised or subadvised by such Person and its
Affiliates except, if they Beneficially Own more than 25% of the ownership
interests in a pooled investment vehicle, to the extent of their ownership
interests therein; provided that in each
case, such securities were acquired in the ordinary course of business of their
securities business and not with the intent or purpose of influencing control of
BlackRock or avoiding the provisions of this Agreement. The term "Beneficially
Own" shall have a correlative meaning.

     

    "Board"
means the Board of Directors of BlackRock.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    "Business
Day" shall mean any day that is not a Saturday, a Sunday or other day on which
banks are required or authorized by law to be closed in New York, New
York.

     

    "By
Laws" means the By-Laws of BlackRock, as amended or supplemented from time to
time.

     

    "Capital
Stock" means, with respect to any Person at any time, any and all shares,
interests, participations or other equivalents (however designated, whether
voting or non-voting) of capital stock, partnership interests (whether general
or limited) or equivalent ownership interests in or issued by such
Person.

     

    A
"Change of Control of Merrill Lynch" shall be deemed to occur when the Board of
Directors of Merrill Lynch determines that a Change in Control of Merrill Lynch
has occurred, as a Change in Control of Merrill Lynch may be defined from time
to time by the Board of Directors of Merrill Lynch; provided, however, that at a
minimum, a Change in Control of Merrill Lynch shall, without any action by the
Board of Directors of Merrill Lynch, be deemed to occur if:

     

    (i)           any
Person, excluding employee benefit plans of Merrill Lynch, is or becomes the
Beneficial Owner, directly or indirectly, of securities of Merrill Lynch
representing a majority of the combined voting power of Merrill Lynch's then
outstanding securities;

     

    (ii)           Merrill
Lynch consummates a merger, consolidation, share exchange, division or other
reorganization or transaction of Merrill Lynch (a "Fundamental Transaction")
with any other Person, other than a Fundamental Transaction that results in the
voting securities of Merrill Lynch outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) at least a majority of the
combined voting power immediately after such Fundamental Transaction of (A)
Merrill Lynch's outstanding securities, (B) the surviving entity's outstanding
securities, or (C) in the case of a division, the outstanding securities of each
entity resulting from the division;

     

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

     

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

     

    (v)          during
any period of twenty-four (24) consecutive months, individuals who at the
beginning of such period constituted the Board of Directors of Merrill Lynch
(including for this purpose any new director whose election or nomination for
election by Merrill Lynch's shareholders was approved by a vote of at least two
thirds of the directors then still in office who were directors at the beginning
of such period) cease for any reason to constitute at

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    least
a majority of the Board of Directors of Merrill Lynch (excluding any Board seat
that is vacant or otherwise unoccupied); or

     

    (vi)          Merrill
Lynch, directly or indirectly, disposes in one transaction or a series of
related transactions of the business segment currently referred to as the Global
Private Client business of Merrill Lynch, as the same may be renamed or
restructured from time to time.  For purposes of this provision, a
disposition shall not be deemed to occur unless it results in the loss of a
minimum of 66% of the annual gross revenues (excluding net interest profit and
related hedges and adjustments for any extraordinary items) of the Global
Private Client segment as measured by reference to the annual gross revenues of
the Global Private Client segment (excluding net interest profit and related
hedges and adjustments for any extraordinary items) in the four fiscal quarters
immediately preceding the first such disposition transaction.  For
purposes of this definition, "net interest profit and related hedges" refers to
interest revenues less interest expense and includes the allocation to the
Global Private Client business of the interest spread earned in Merrill Lynch's
banking subsidiaries for deposits, as well as interest earned, net of provisions
for loan losses, on securities-based loans, mortgages, small- and middle-market
business and other loans, corporate funding allocations, and the interest
component of non-qualifying derivatives.

     

    "Commission"
means the United States Securities and Exchange Commission.

     

    "Common
Stock" means the shares of Common Stock, par value $0.01 per share, of BlackRock
and any securities issued in respect thereof, or in substitution therefor, in
connection with any stock split, dividend or combination, or any
reclassification, recapitalization, merger, consolidation, exchange or other
similar reorganization.

     

    "control"
(including the terms "controlled by" and "under common control with"), with
respect to the relationship between or among two or more Persons, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the affairs or management of a Person, whether through the
ownership of voting securities, as trustee or executor, by contract or any other
means, or otherwise to control such Person within the meaning of such term as
used in Rule 405 under the Securities Act.  For purposes of this
definition, a general partner or managing member of a Person shall always be
considered to control such Person provided, however, that a
Person shall not be treated as having any control over any collective investment
vehicle to which it provides services unless it and its Affiliates collectively
have a proprietary economic interest exceeding 25% of the equity interest in
such collective investment vehicle.

     

    "Controlled
Affiliate" of any Person means a Person that is directly or indirectly
controlled by such other Person.

     

    "Director"
means any member of the Board (other than any advisory, honorary or other
non-voting member of the Board).

     

    "Equivalent
Securities" means at any time shares of any class of Capital Stock or other
securities or interests of a Person which are substantially equivalent to the
Voting Securities of such Person other than by reason of not having voting
rights, including, for the

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    avoidance
of doubt, the Series A Participating Preferred Stock, Series B Participating
Preferred Stock and Series C Participating Preferred Stock.

     

    "Exchange
Act" means the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated by the Commission from time to time thereunder (or under
any successor statute).

     

    "Fair
Market Value" means, as to any securities or other property, the cash price at
which a willing seller would sell and a willing buyer would buy such securities
or property in an arm's length negotiated transaction without time constraints.
With respect to any securities that are traded on a national securities
exchange, Fair Market Value shall mean the arithmetic average of the closing
prices of such securities on their principal market for the ten consecutive
trading days immediately preceding the applicable date of determination and with
respect to shares of Participating Preferred Stock of any series shall be the
same price per share as the Fair Market Value per share of the Common Stock. The
Fair Market Value of any property or assets, other than securities described in
the preceding sentence, with an estimated value of less than 1% of the Fair
Market Value of all of the issued and outstanding BlackRock Capital Stock shall
be determined by the Board (acting through a majority of the Independent
Directors) in its good faith judgment. The Fair Market Value of all other
property or assets shall be determined by an Independent Investment Banking
Firm, selected by a majority of the Independent Directors, whose determination
shall be final and binding on the parties hereto. The fees and expenses of such
Independent Investment Banking Firm shall be paid by BlackRock.

     

    "Group"
shall have the meaning assigned to it in Section 13(d)(3) of the Exchange
Act.

     

    "Independent
Director" means any Director who (i) is or would be an "independent director"
with respect to BlackRock pursuant to Section 303A.02 of the New York Stock
Exchange Listed Company Manual (or any successor provision) and (ii) was not
nominated or proposed for nomination by or on behalf of, Merrill Lynch, any
Significant Stockholder, or any Affiliates or Designated Directors of Merrill
Lynch or a Significant Stockholder.

     

    "Independent
Investment Banking Firm" means an investment banking firm of nationally
recognized standing that in the reasonable judgment of the Person or Persons
engaging such firm, taking into account any prior relationship with Merrill
Lynch, any Significant Stockholder or BlackRock, is independent of such Person
or Persons.

     

    "Merrill
Lynch Alternative Manager" means any asset management business formed or
acquired, either in whole or in part, after July 16, 2008 by Merrill Lynch,
substantially all of the business of which is the management of collective
investment funds and/or separately managed accounts that primarily utilize (i)
non-traditional investment techniques, including but not limited to short
selling, leverage, arbitrage, specialty finance, and quantitatively-driven
structured trades and (ii) other activities
that are not a Merrill Lynch Restricted Activity.

     

    "Ownership
Cap" means, at any time of determination, with respect to Merrill Lynch and its
Affiliates, each of (i) 4.9 percent of the Total Voting Power of the
Voting

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Securities
of BlackRock issued and outstanding at such time (the "Voting Ownership Cap")
and (ii) 49.8 percent of the sum of the Voting Securities and the Participating
Preferred Stock of BlackRock issued and outstanding at such time and issuable
upon the exercise of any options or other rights outstanding at that time which,
if exercised, would result in the issuance of additional Voting Securities or
Participating Preferred Stock (the "Total Ownership Cap").

     

    "Ownership
Percentage" means, with respect to any Person, at any time, the quotient,
expressed as a percentage, of (i) with respect to the Voting Ownership Cap (A)
the Total Voting Power of all Voting Securities of another Person Beneficially
Owned by such Person and its Affiliates divided by (B) the Total Voting Power of
all Voting Securities of such other Person issued and outstanding at that time
and (ii) with respect to the Total Ownership Cap, (A) the Total Voting Power of
all Voting Securities and the total number of Equivalent Securities of another
Person Beneficially Owned by such Person and its Affiliates divided by (B) the
Total Voting Power of all Voting Securities and the total number of Equivalent
Securities of such other Person issued and outstanding at that time and issuable
upon the exercise of any options or other rights outstanding at that time which,
if exercised, would result in the issuance of additional Voting Securities or
Equivalent Securities.

     

    "Ownership
Threshold" means, at any time of determination, with respect to Merrill Lynch
and its Affiliates, 20 percent of the Total Voting Power of the Voting
Securities of BlackRock issued and outstanding at such time.

     

    "Participating
Preferred Stock" means Series A Participating Preferred Stock, Series B
Participating Preferred Stock and Series C Participating Preferred
Stock.

     

    "Person"
means any individual, corporation, limited liability company, limited or general
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization, other entity, government or any agency or political
subdivision thereof or any Group comprised of two or more of the
foregoing.

     

    "Restricted
Person" means each of the entities (and their successors) set forth in that
certain letter to be delivered by Merrill Lynch prior to the fifth anniversary
of the Closing who Merrill Lynch considers to be the nine organizations most
competitive with its overall business; provided, that not
more than once in any 12 month period thereafter, Merrill Lynch may, with the
consent of a majority of the Independent Directors, which consent, subject to
applicable fiduciary duties, shall not be unreasonably withheld, amend such
letter; provided, further, that at no
time may more than nine entities (together with their Affiliates) be Restricted
Persons.

     

    "Securities
Act" means the Securities Act of 1933, as amended, and the rules and regulations
promulgated by the Commission from time to time thereunder (or under any
successor statute).

     

    "Series
A Participating Preferred Stock" means the Series A Participating Preferred
Stock, par value $.01 per share, of BlackRock and any securities issued in
respect thereof, or in substitution therefor, or in substitution therefor in
connection with any stock split,

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    dividend
or combination, or any reclassification, recapitalization, merger,
consolidation, exchange or other similar reorganization.

     

    "Series
B Participating Preferred Stock" means the Series B Convertible Participating
Preferred Stock, par value $.01 per share, of BlackRock and any securities
issued in respect thereof, or in substitution therefor, or in substitution
therefor in connection with any stock split, dividend or combination, or any
reclassification, recapitalization, merger, consolidation, exchange or other
similar reorganization.

     

    "Series
C Participating Preferred Stock" means the Series C Convertible Participating
Preferred Stock, par value $.01 per share, of BlackRock and any securities
issued in respect thereof, or in substitution therefor, or in substitution
therefor in connection with any stock split, dividend or combination, or any
reclassification, recapitalization, merger, consolidation, exchange or other
similar reorganization.

     

    "Significant
Stockholder" means, at any time of determination, any Person other than Merrill
Lynch and its Affiliates that Beneficially Owns 20 percent or more of the
BlackRock Capital Stock issued and outstanding at such time.

     

    "Subsidiary"
means, with respect to any Person, any corporation or other organization,
whether incorporated or unincorporated, (i) of which such Person or any other
Subsidiary of such Person is a general partner (excluding partnerships, the
general partnership interests of which held by such Person or any Subsidiary of
such Person do not have a majority of the voting or similar interests in such
partnership), or (ii) at least a majority of the securities or other interests
of which having by their terms ordinary voting power to elect a majority of the
board of directors or others performing similar functions with respect to such
corporation or other organization is directly or indirectly owned or controlled
by such Person or by any one or more of its Subsidiaries, or by such Person and
one or more of its Subsidiaries.

     

    "Total
Voting Power" means the total number of votes entitled to be cast by the holders
of the outstanding Capital Stock and any other securities entitled, in the
ordinary course, to vote on matters put before the holders of the Capital Stock
generally.

     

    "Transfer"
means, directly or indirectly, to sell, transfer, assign, pledge, encumber,
hypothecate or similarly dispose of (by operation of law or otherwise), either
voluntarily or involuntarily, or to enter into any contract, option or other
arrangement or understanding with respect to the sale, transfer, assignment,
pledge, encumbrance, hypothecation or similar disposition of (by operation of
law or otherwise), any Capital Stock or any interest in any Capital Stock; provided, however, that a
merger, amalgamation, plan of arrangement or consolidation or similar business
combination transaction in which Merrill Lynch is a constituent corporation (or
otherwise a party including, for the avoidance of doubt, a transaction pursuant
to which a Person acquires all or a portion of Merrill Lynch's outstanding
Capital Stock, whether by tender or exchange offer, by share exchange, or
otherwise) shall not be deemed to be the Transfer of any BlackRock Capital Stock
Beneficially Owned by Merrill Lynch, provided that the
primary purpose of any such transaction is not to avoid the provisions of this
Agreement and that the successor or surviving person to such a merger,
amalgamation, plan of arrangement or consolidation or similar business
combination transaction, if not Merrill Lynch, expressly

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    assumes
all obligations of Merrill Lynch under this Agreement.  For purposes
of this Agreement, the term Transfer shall include the sale of an Affiliate of
Merrill Lynch or Merrill Lynch's interest in an Affiliate which Beneficially
Owns BlackRock Capital Stock unless such Transfer is in connection with a
merger, amalgamation, plan of arrangement or consolidation or similar business
combination transaction referred to in the first proviso of the previous
sentence.

     

    "Voting
Securities" means at any time shares of any class of Capital Stock or other
securities or interests of a Person which are then entitled to vote generally,
and not solely upon the occurrence and during the continuation of certain
specified events, in the election of Directors or Persons performing a similar
function with respect to such Person, and any securities convertible into or
exercisable or exchangeable at the option of the holder thereof for such shares
of Capital Stock.

     

    Section
1.2          Other Defined
Terms.
 The following terms shall have the meanings defined for such terms in the
Sections set forth below:

     

    
      
        
          	 	
                  TERM

                	
                  SECTION

                	 
	 	
                  Additional
      BlackRock Stock Purchase

                	
                  Section
      2.3

                	 
	 	
                  Bank
      of America

                	
                  Preamble

                	 
	 	
                  BlackRock

                	
                  Preamble

                	 
	 	
                  BlackRock
      Party

                	
                  Section
      3.3(a)

                	 
	 	
                  BlackRock
      Restricted Activities

                	
                  Section
      5.1(a)

                	 
	 	
                  Closing

                	
                  Section
      2.1(d)

                	 
	 	
                  DGCL

                	
                  Section
      1.4

                	 
	 	
                  Exchange
      Transactions

                	
                  Preamble

                	 
	 	
                  Final
      Transfer Notice

                	
                  Section
      3.2

                	 
	 	
                  Initial
      Transfer Notice

                	
                  Section
      3.2(b)

                	 
	 	
                  Last
      Look Price

                	
                  Section
      3.2(b)

                	 
	 	
                  Litigation

                	
                  Section
      6.11(a)

                	 
	 	
                  Management
      Designee

                	
                  Section
      4.1(a)

                	 
	 	
                  Merger
      Change of Control

                	
                  Preamble

                	 
	 	
                  Merrill
      Lynch

                	
                  Preamble

                	 
	 	
                  Merrill
      Lynch Designee

                	
                  Section
      4.1(a)

                	 
	 	
                  Merrill
      Lynch Exchanges

                	
                  Preamble

                	 
	 	
                  Merrill
      Lynch Merger

                	
                  Preamble

                	 
	 	
                  Merrill
      Lynch Public Filings

                	
                  Section
      4.5(b)

                	 
	 	
                  Merrill
      Lynch Restricted Activities

                	
                  Section
      5.1(a)

                	 
	 	
                  PNC

                	
                  Preamble

                	 
	 	
                  PNC
      Exchanges

                	
                  Preamble

                	 
	 	
                  Prohibited
      Actions

                	
                  Section
      2.2(h)

                	 
	 	
                  Related
      Person

                	
                  Section
      4.7

                	 
	 	
                  Significant
      Stockholder Designee

                	
                  Section
      4.1(a)

                	 
	 	
                  Stock
      Issuance

                	
                  Section
      2.3

                	 
	 	
                  Transaction
      Agreement

                	
                  Section
      2.1(d)

                	 
	 	
                  Transferring
      Party

                	
                  Section
      3.2(b)

                	 
	 	 
      	 
      	 


        

      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
1.3         Other Definitional
Provisions.  The words "hereof", "herein" and "hereunder" and
words of similar import when used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision of this Agreement, and
Article and Section references are to this Agreement unless otherwise
specified.

     

    The
meanings given to terms defined herein shall be equally applicable to both the
singular and plural forms of such terms.

     

    Section
1.4         Methodology for
Calculations.  For purposes of calculating the number of outstanding
shares of BlackRock Capital Stock or Voting Securities and the number of shares
of BlackRock Capital Stock or Voting Securities Beneficially Owned by any Person
as of any date, any shares of BlackRock Capital Stock or Voting Securities held
in BlackRock's treasury or belonging to any Subsidiaries of BlackRock which are
not entitled to be voted or counted for purposes of determining the
presence of a quorum pursuant to Section 160(c) of the Delaware General
Corporation Law (or any successor statute (the "DGCL")) shall be
disregarded.

     

    ARTICLE
II

     

    SHARE
OWNERSHIP

     

    Section
2.1         Acquisition of Additional
BlackRock Capital Stock. 

     

    (a)           Except
as provided in paragraph (b) below Merrill Lynch covenants and agrees
with BlackRock that it shall not, and shall not permit any of its Affiliates to,
directly or indirectly, acquire, offer or propose to acquire or agree to
acquire, whether by purchase, tender or exchange offer, through
the acquisition of control of another Person (whether by way of merger,
consolidation or otherwise), by joining a partnership, syndicate or other Group
or otherwise, the Beneficial Ownership of any additional BlackRock Capital
Stock, if after giving effect to such acquisition or action, it would
Beneficially Own BlackRock Capital Stock representing more than its Voting
Ownership Cap or Total Ownership Cap.

     

    (b)           Notwithstanding
the foregoing, the acquisition (whether by merger, consolidation, exchange of
equity interests, purchase of all or part of the equity interests or assets
or otherwise) by Merrill Lynch or an Affiliate thereof of any Person
that Beneficially Owns BlackRock Capital Stock, or the acquisition of BlackRock
Capital Stock in connection with securing or collecting a debt previously
contracted in good faith in the ordinary course of Merrill Lynch's or such
Affiliate's banking, brokerage or securities business, shall not constitute a
violation of its Ownership Cap; provided that
(i) the primary purpose of any such transaction is not to avoid the provisions
of this Agreement, including its Ownership Cap, and (ii) in the case of an
acquisition of another Person, it uses reasonable best efforts to negotiate
terms in connection with the relevant acquisition agreement requiring such other
Person to divest itself of sufficient BlackRock Capital Stock it
Beneficially Owns so that its Voting Ownership Cap and its Total Ownership Cap
would not be exceeded pro forma for the acquisition, with such divestiture to be
effected concurrently with, or as promptly as practicable following, the
consummation of such acquisition (but in no event more than 120 days following
such consummation, or such longer period not in excess of 243 days following
such consummation as may be necessary due to the possession of material
non-public information or so that neither it

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    nor
any of its Affiliates incurs any liability under Section 16(b) of the Exchange
Act if, for purposes of Section 16(b), they have not acquired Beneficial
Ownership of any other shares of BlackRock Capital Stock or derivatives thereof
after the date of the transaction that resulted in Merrill Lynch exceeding its
Ownership Cap) and the successor or surviving Person to such transaction, if not
Merrill Lynch or such Affiliate, expressly assumes all obligations of
Merrill Lynch or such Affiliate, as the case may be, under this Agreement;
and provided,
further, that
the provisions of paragraph (c) below are complied with.

     

    (c)           i) If
at any time Merrill Lynch and any of its Affiliates Beneficially Own in the
aggregate BlackRock Capital Stock representing more than its Voting
Ownership Cap or Total Ownership Cap, then Merrill Lynch shall, as soon as
is reasonably practicable (but in no event longer than 120 days after its
Ownership Percentage first exceeds its Voting Ownership Cap or Total Ownership
Cap or such longer period not in excess of 243 days following such consummation
as may be necessary due to the possession of material non-public information or
so that neither it nor any of its Affiliates incurs any liability under Section
16(b) of the Exchange Act if, for purposes of Section 16(b), they have not
acquired Beneficial Ownership of any other shares of BlackRock Capital Stock or
derivatives thereof after the date of the transaction that resulted in
Merrill Lynch exceeding its Ownership Cap) Transfer (in any manner that would be
permitted by Section 3.2(b) after the lapse of any minimum holding
period) a number of shares of BlackRock Capital Stock sufficient to
reduce the amount of BlackRock Capital Stock Beneficially Owned by it and
its Affiliates to an amount representing not greater than its Ownership
Cap.

     

     
(ii)           Notwithstanding
any other provision of this Agreement, in no event may Merrill Lynch or any of
its Affiliates, directly or indirectly, including through any agreement or
arrangement, exercise any voting rights, during the term of this Agreement, in
respect of any BlackRock Capital Stock Beneficially Owned by it and its
Affiliates representing in excess of its Voting Ownership Cap.

     

    (d)           Any
additional BlackRock Capital Stock acquired and Beneficially Owned by
Merrill Lynch or any of its Affiliates following the Closing (the
"Closing") of the transactions contemplated by the Transaction Agreement and
Plan of Merger, dated as of February 15,  2006 (the "Transaction
Agreement") shall be subject to the restrictions contained in this
Agreement as fully as if such shares of BlackRock Capital Stock were
acquired by it at or prior to the Closing.

     

    (e)           Notwithstanding
Section 2.1(a), Merrill Lynch shall not and shall cause its Affiliates not to
acquire Beneficial Ownership of any shares of BlackRock Capital Stock from any
Person other than BlackRock or a Significant Stockholder (other than pursuant to
an acquisition effected in a manner contemplated by Section 2.1(b)) if after
giving effect to such acquisition Merrill Lynch, together with its Affiliates,
would Beneficially Own BlackRock Capital Stock representing more than 90 percent
of its Voting Ownership Cap.

     

    Section
2.2         Prohibition of Certain
Communications and Actions. Merrill Lynch shall not and shall cause
its Affiliates and its and their directors officers and other agents not to (w)
solicit, seek or offer to effect, or effect, (x) negotiate with or provide any
information to the Board, any director or officer of BlackRock, any stockholder
of BlackRock, any employee or union or other labor organization representing
employees of BlackRock or any other Person

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    with
respect to, (y) make any statement or proposal, whether written or oral, either
alone or in concert with others, to the Board, any director or officer of
BlackRock or any stockholder of, any employee or union or other labor
organization representing employees of BlackRock or any other Person with
respect to, or (z) make any public announcement (except as required by law in
respect of actions permitted hereby) or proposal or offer whatsoever (including,
but not limited to, any "solicitation" of "proxies" as such terms are
defined or used in Regulation 14A under the Exchange Act) with respect
to:

     

    (a)           any
acquisition, offer to acquire, or agreement to acquire, directly or indirectly,
by purchase or any other action the purpose or result of which would be to
Beneficially Own (i) BlackRock Capital Stock or Voting Stock of any
successor to or person in control of BlackRock in an amount which, when
added to any other BlackRock Capital Stock then Beneficially Owned by
Merrill Lynch and any of its Affiliates would cause the total amount of
BlackRock Voting Securities Beneficially Owned by Merrill Lynch to
exceed its Voting Ownership Cap or Total Ownership Cap, (ii) any equity
securities of any Controlled Affiliate of BlackRock, (in each case except to the
extent such acquisition, offer or agreement would be permissible under Section
2.1),

     

    (b)           any
form of business combination or similar or other extraordinary transaction
involving BlackRock or any Controlled Affiliate thereof, including, without
limitation, a merger, tender or exchange offer or sale of any substantial
portion of the assets of BlackRock or any Controlled Affiliate of
BlackRock,

     

    (c)           any
form of restructuring, recapitalization or similar transaction with respect to
BlackRock or any Controlled Affiliate of BlackRock,

     

    (d)           any
purchase of any assets, or any right to acquire any asset (through purchase,
exchange, conversion or otherwise), of BlackRock or any Controlled
Affiliate of BlackRock, other than investment assets of BlackRock or any
Controlled Affiliate of BlackRock in the ordinary course of its banking,
brokerage or securities business and other than an insubstantial portion of such
assets in the ordinary course of business,

     

    (e)           being
a member of a Group for the purpose of acquiring, holding or disposing of any
shares of BlackRock Capital Stock or any Controlled Affiliate of
BlackRock,

     

    (f)           selling
any share of BlackRock Capital Stock in an unsolicited tender offer that is
opposed by the Board,

     

    (g)           any
proposal to seek representation on the Board except as contemplated by this
Agreement or, other than as permitted by the proviso to Section 4.6(a) of this
Agreement, any proposal to seek to control or influence the management, Board or
policies of BlackRock or any Controlled Affiliate of BlackRock,
or

     

    (h)           encourage,
join, act in concert with or assist (including, but not limited to, providing or
assisting in any way in the obtaining of financing for, or acting as a joint or
co-bidder with) any third party to do any of the foregoing (the actions referred
to in the foregoing provisions of this sentence being referred to as "Prohibited
Actions").  If at any time Merrill Lynch or any Affiliate
thereof is approached by any Person requesting Merrill Lynch or
any

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Affiliate
to instigate, encourage, join, act in concert with or assist any Person in a
Prohibited Action involving the assets, businesses or securities of BlackRock or
any of its Controlled Affiliates or any other Prohibited Actions, Merrill Lynch
will promptly inform BlackRock of the nature of such contact and the
parties thereto.

     

    Nothing
in this Section 2.2 shall limit the ability of any Director, including any
Merrill Lynch Designee, to vote in his or her capacity as a Director in such
manner as he or she sees fit.

     

    Section
2.3         Purchases of Additional Securities.  At
any time that BlackRock effects an issuance (a "Stock Issuance") of
additional Voting Securities or Equivalent Securities other than in connection
with any employee restricted stock, stock option, incentive or other benefit
plan to any Person or Persons other than Merrill Lynch or any Affiliate thereof,
Merrill Lynch shall, subject to Section 2.1, have the right to purchase
from BlackRock (in each instance, an "Additional BlackRock Stock Purchase")
(i) additional shares of Participating Preferred Stock such that following
such Stock Issuance and such purchase Merrill Lynch and its Affiliates will
Beneficially Own shares and/or other securities representing the lesser of
(A) the lesser of Merrill Lynch's Voting Ownership Cap and its Total
Ownership Cap and (B) the same Ownership Percentage of Merrill Lynch's Voting
Ownership Cap and Total Ownership Cap as they Beneficially Owned immediately
prior to such Stock Issuance and (ii) if the total of all Stock
Issuances including the Stock Issuance in question since the Closing
has the effect, after taking into account any repurchases of BlackRock
Capital Stock by BlackRock since the Closing and any Transfers of BlackRock
Capital Stock by Merrill Lynch and its Affiliates in accordance with Section
3.2(b)(i) or (ii), of decreasing the Total Voting Power of BlackRock Capital
Stock issued and outstanding after giving effect to such Stock Issuance
Beneficially Owned by Merrill Lynch and its Affiliates to 90% or less of Merrill
Lynch's Voting Ownership Cap, additional Voting Securities of the same
class or series issued in the Stock Issuance such that following such Stock
Issuance and such purchase Merrill Lynch and its Affiliates will Beneficially
Own shares and/or other securities representing the lesser of (x) Merrill
Lynch's Voting Ownership Cap and (y) the same Ownership Percentage of Merrill
Lynch's Voting Ownership Cap as Merrill Lynch's and its Affiliates Beneficially
Owned immediately prior to such Stock Issuance. If Merrill Lynch exercises
such right within 30 days after the pricing date of such Stock Issuance and
if the purchaser or purchasers of Voting Securities in such Stock Issuance pays
cash in consideration for such securities, Merrill Lynch shall pay an equal
per security amount of cash consideration in the Additional BlackRock Stock
Purchase following such Stock Issuance.  In all other cases, the price
that Merrill Lynch shall pay to purchase the additional securities shall be the
Fair Market Value per unit of the class or series of securities. BlackRock
shall give Merrill Lynch written notice of any Stock Issuance as far in advance
as practicable and on the date of completion.

     

    Section
2.4         BlackRock Share
Repurchases.  If BlackRock engages in any share repurchase
program or self-tender that has the effect of causing Merrill Lynch's Beneficial
Ownership of BlackRock Capital Stock to exceed its Voting Ownership Cap or Total
Ownership Cap, subject to any restrictions in the Exchange Act, Merrill Lynch
shall, at the request of BlackRock, promptly sell such number of shares of
BlackRock Capital Stock to BlackRock as shall cause its Beneficial Ownership of
BlackRock Capital Stock not to exceed its Voting Ownership Cap or Total
Ownership Cap.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
III


     

    TRANSFER
RESTRICTIONS

     

    Section
3.1         General Transfer
Restrictions.  The right of Merrill Lynch and its Affiliates to
Transfer any BlackRock Capital Stock is subject to the restrictions set
forth in this Article III, and no Transfer of BlackRock Capital Stock by
Merrill Lynch or any of its Affiliates may be effected except in compliance
with this Article III. Any attempted Transfer in violation of this Agreement
shall be of no effect and null and void, regardless of whether the purported
transferee has any actual or constructive knowledge of the Transfer restrictions
set forth in this Agreement, and shall not be recorded on the stock transfer
books of BlackRock.

     

    Section
3.2         Restrictions on
Transfer. 

     

    (a)           Without
the prior written consent of BlackRock (acting through a majority of the
Independent Directors), during an initial period of three years following
the Closing, Merrill Lynch shall not, and shall not permit its Affiliates
to, Transfer any Beneficially Owned BlackRock Capital Stock or agree
to Transfer, directly or indirectly, any Beneficially Owned BlackRock Capital
Stock; provided
that the foregoing restriction shall not prohibit Merrill Lynch or any of
its Affiliates from Transferring any Beneficially Owned BlackRock
Capital Stock (i) to BlackRock pursuant to Section 2.4 or (ii) to an
Affiliate of Merrill Lynch that agrees in writing with BlackRock to be
bound by this Agreement as fully as if it were an initial signatory
hereto.

     

    (b)           Following
the third anniversary of the Closing, Merrill Lynch shall not, and shall
not permit its Affiliates to, Transfer any Beneficially Owned BlackRock Capital
Stock or agree to Transfer, directly or indirectly, any Beneficially Owned
BlackRock Capital Stock; provided that the
foregoing restriction shall not be applicable to Transfers:

     

     
(i)           to an
Affiliate of Merrill Lynch which agrees in writing with BlackRock to be
bound by this Agreement as fully as if it were an initial signatory
hereto;

     

     
(ii)           pursuant
to the restrictions of Rule 144 under the Securities Act applicable to sales of
securities by Affiliates of an issuer (regardless of whether Merrill Lynch is
deemed at such time to be an Affiliate of BlackRock) to any Person who after
giving effect to such Transfer would not Beneficially Own BlackRock Capital
Stock representing in the aggregate more than 5% of the Total Voting Power of
BlackRock Capital Stock issued and outstanding;

     

     
(iii)           pursuant
to privately negotiated transactions, in each calendar quarter in an amount not
in excess (together with Transfers pursuant to Section 3.2(b)(ii) and (iv)
during such calendar quarter) of 4.5% of the Total Voting Power of BlackRock
Capital Stock issued and outstanding to any Person who after giving effect to
such Transfer would not Beneficially Own BlackRock Capital Stock representing in
the aggregate more than 5% of the Total Voting Power of BlackRock Capital Stock
issued and outstanding; provided, that
Merrill Lynch or the Affiliate proposing to Transfer pursuant to this Section
3.2(b)(iii) (the "Transferring Party") promptly provide to BlackRock written
notice (an "Initial Transfer Notice"), stating such Transferring Party's
intention to effect such a Transfer, and stating that Merrill Lynch
will

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    comply
with the provisions of Section 3.3 and prior to making any Transfer or entering
into any definitive agreement to do so shall provide to BlackRock a further
written notice (a "Final Transfer Notice") stating such Transferring Party's
intention to effect the specific transfer described therein (including price and
terms (the "Last Look Price"));

     

      
(iv)           in each
calendar quarter, in an amount not in excess (together with Transfers pursuant
to Section 3.2(b)(ii) and (iii)) of 4.5% of the Total Voting Power of BlackRock
Capital Stock issued and outstanding, pursuant to a distribution to the public,
registered under the Securities Act, in which Merrill Lynch uses its
commercially reasonable efforts to (A) effect as wide a distribution of such
BlackRock Capital Stock as is reasonably practicable, and (B) not knowingly sell
BlackRock Capital Stock to any Person who after consummation of such offering
would have Beneficial Ownership of BlackRock Capital Stock representing in the
aggregate more than 5% of the Total Voting Power of BlackRock Capital Stock;
or

     

      
(v)           with the
prior written consent of a majority of the Independent Directors.

     

    (c)           Subject
to Sections 3.2(a) and (b), if Merrill Lynch wishes or is required to Transfer
an amount of BlackRock Capital Stock constituting more than 10% of the Total
Voting Power of BlackRock Capital Stock, Merrill Lynch shall coordinate with
BlackRock regarding optimizing the manner of distribution and sale of such
shares, including whether such sale should occur through an underwritten
offering and shall cooperate in the marketing of any such
offering.

     

    (d)           Merrill
Lynch shall reimburse BlackRock for any fees and expenses incurred in
connection with any Transfer by Merrill Lynch pursuant to this Section 3.2
(other than any Transfer pursuant to Sections 3.3(a) and 3.3(b)).

     

    Section
3.3         Right of Last Refusal.

     

    (a)           Upon
receipt of a Final Transfer Notice, unless the proposed Transfer described
therein is being made in a tax-free Transfer to a charitable organization or
foundation, BlackRock will have an irrevocable and transferable option to
purchase all of the BlackRock Capital Stock subject to such Final Transfer
Notice at the Last Look Price and otherwise on the terms and conditions
described in the Final Transfer Notice.  BlackRock and/or its transferees
(collectively and/or separately, the "BlackRock Party") shall, within
10 Business Days from receipt of the Final Transfer Notice, indicate if it
intends to exercise such option by sending irrevocable written notice of any
such exercise to the Transferring Party, and such BlackRock Party shall
then be obligated to purchase all such BlackRock Capital Stock on terms and
conditions no less favorable (other than date of closing) to Transferring Party
than those set forth in the Final Transfer Notice.

     

    (b)           If
a BlackRock Party elects to purchase all of such BlackRock Capital Stock,
the BlackRock Party and the Transferring Party shall be legally obligated
to consummate such transaction and shall use their commercially reasonable
efforts to consummate such transaction as promptly as practicable but in any
event within 10 Business Days following the delivery of such election
notice or, if later, 5 Business Days after receipt of all
required

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    regulatory
approvals (but in no event more than 60 days after the delivery of such election
notice).

     

    (c)           If
a BlackRock Party does not elect to purchase all of such BlackRock Capital
Stock pursuant to this Section 3.3 (or if, having made such election, does
not complete such purchase within the applicable time period specified in
Section 3.3(b)), then the Transferring Party shall be free for a period of 30
days from the date the election notice was due to be received from a
BlackRock Party to enter into definitive agreements to Transfer such
BlackRock Capital Stock in accordance with Section 3.2(b)(ii) for not less
than the Last Look Price; provided that any
such definitive agreement provides for the consummation of such Transfer to take
place within nine months from the date of such definitive agreement and is
otherwise on terms not more favorable to the transferee in any material
respect than were contained in the Final Transfer Notice.  In the
event that the Transferring Party has not entered into such a definitive
agreement with such 30-day period, or has so entered into such an agreement but
has not consummated the sale of such BlackRock Capital Stock within nine
months from the date of such definitive agreement, then the provisions of this
Section 3.3 shall again apply, and such Transferring Party shall not Transfer or
offer to Transfer such BlackRock Capital Stock not so Transferred without
again complying with this Section 3.3, to the extent applicable.

     

    (d)           Each
of the time periods set forth in Section 3.3(a)-(c) above shall be doubled if
the number of shares Merrill Lynch seeks to Transfer (as set forth in the Final
Transfer Notice) exceeds 4.5% of the Total Voting Power of the BlackRock
Capital Stock, or shares of Series B Preferred Stock convertible upon transfer
into in excess of 4.5% of the Total Voting Power of the BlackRock Capital Stock,
issued and outstanding at that time.

     

    Section
3.4         Legend on
Securities.

     

    (a)          
Each certificate representing shares of BlackRock Capital Stock Beneficially
Owned by Merrill Lynch or its Affiliates and subject to the terms of this
Agreement shall bear the following legend on the face thereof:

     

    "THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON
TRANSFER AND CERTAIN OTHER LIMITATIONS SET FORTH IN A CERTAIN SECOND AMENDED AND
RESTATED STOCKHOLDER AGREEMENT DATED AS OF DECEMBER 31, 2008, BETWEEN BLACKROCK,
INC. (THE "COMPANY") AND MERRILL LYNCH & CO, INC., AS THE SAME MAY BE
AMENDED FROM TIME TO TIME (THE "AGREEMENT"), COPIES OF WHICH AGREEMENT ARE ON
FILE AT THE PRINCIPAL OFFICE OF THE COMPANY."

     

    (b)           Upon
any acquisition by Merrill Lynch or any of its Affiliates of additional
shares of BlackRock Capital Stock, Merrill Lynch shall, or shall cause such
Affiliate to, submit the certificates representing such shares of BlackRock
Capital Stock to BlackRock so that the legend required by this Section 3.4 may
be placed thereon (if not so endorsed upon issuance).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c)           BlackRock
may make a notation on its records or give instructions to any transfer agents
or registrars for BlackRock Capital Stock in order to implement the
restrictions on Transfer set forth in this Agreement.

     

    (d)           In
connection with any Transfer of shares of Beneficially Owned BlackRock Capital
Stock, the transferor shall provide BlackRock with such customary certificates,
opinions and other documents as BlackRock may reasonably request to assure that
such Transfer complies fully with this Agreement and with applicable securities
and other laws.  In connection with any Transfer pursuant to Section
3.2(b)(ii), (iii) or (iv), BlackRock shall remove such portion of the foregoing
legend as is appropriate in the circumstances.

     

    Section
3.5         Change of
Control.  Upon a Change of Control of Merrill Lynch within
the first five years after the Closing, Merrill Lynch (or any successor
Person) shall, (a) within 30 days of such Change of Control, initiate and
thereafter as promptly as practicable (consistent with applicable legal
requirements) Transfer in accordance with the provisions of Sections 3.2 and/or
3.3 of this Agreement (or such other manner as the parties shall have agreed is
optimal in the circumstances and will not result in an "assignment" of any
investment advisory agreements of BlackRock and its Controlled Affiliates under
the U.S. Investment Advisers Act of 1940) such number of Voting Securities of
BlackRock as shall be necessary to reduce to 24.9 percent the Total Voting Power
of BlackRock Capital Stock Beneficially Owned by Merrill Lynch and its
Affiliates immediately after giving effect to such Change of Control or, at the
election of Merrill Lynch, (b) Merrill Lynch shall exchange all of its
shares of Common Stock for shares of Series A Participating Preferred Stock or
Series B Participating Preferred Stock on the basis of one share of Series A
Participating Preferred Stock or Series B Participating Preferred Stock, as
applicable, for each share of Common Stock so exchanged and shall agree to elect
cash dividends on all such shares, and BlackRock shall effect such
exchange. The parties shall cooperate in completing and marketing such
Transfer, and shall take into account all relevant considerations, including
market conditions, in determining the timing and manner of such
Transfer.

     

    ARTICLE
IV

     

    CORPORATE
GOVERNANCE

     

    Section
4.1         Composition of the
Board

     

    (a)            Following
the Closing, BlackRock and Merrill Lynch shall each use its best efforts to
cause the election at each meeting of stockholders of BlackRock of such nominees
reasonably acceptable to the Board such that there are no more than 17
Directors; there are not more than four Directors who are members of BlackRock
management (each a "Management Designee"); there are two Directors, each in a
different class, who are individuals designated in writing to BlackRock by
Merrill Lynch (each, a "Merrill Lynch Designee"); there are two Directors, each
in a different class, who are individuals designated in writing to BlackRock by
a Person who is a Significant Stockholder and has held such status since prior
to the date of the Transaction Agreement (each, a "Significant Stockholder
Designee"); and the remaining Directors are Independent Directors.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b)           Following
the Closing, upon the resignation, retirement or other removal from office of
any Management Designee or Merrill Lynch Designee (i) BlackRock or Merrill
Lynch, as the case may be, shall be entitled promptly to designate a replacement
Management Designee or Merrill Lynch Designee, as the case may be, who meets the
qualifications of a Director and is reasonably acceptable to the Board and (ii)
BlackRock and Merrill Lynch shall each use its best efforts to cause the
appointment or election of such replacement designee as a Director by the other
Directors or by the stockholders of BlackRock.

     

    Section
4.2         Vote Required for Board
Action; Board Quorum.

     

    (a)           Except
as provided in this Section 4.2 and in Section 4.7, any determination or other
action of or by the Board (other than action by unanimous written consent in
lieu of a meeting) shall require the affirmative vote or consent, at a meeting
at which a quorum is present, of a majority of directors present at such
meeting.

     

    (b)           In
addition to the requirements of Section 4.2(a), BlackRock shall not enter into
or effectuate any of the following transactions without the prior approval of
either all of the Independent Directors then in office, or at least two-thirds
of the Directors then in office, at a meeting with respect to which such
transaction was specifically described in a written notice of meeting called at
least two Business Days in advance; provided, however, that if a
Director is not present (for the avoidance of doubt, a Director may attend, and
be counted as present, at a meeting telephonically) at either of two meetings
called and noticed in the foregoing manner to consider such transaction, such
Director shall be deemed, solely for purposes of this Section 4.2(b), not to be
a Director then in office if such Director is not present at the third
meeting called and noticed in the foregoing manner to consider such
transaction:

     

     
(i)           appointment
of a new Chief Executive Officer of BlackRock;

     

     
(ii)           any
merger, consolidation, exchange of shares, issuance of shares or similar
transaction as a result of which a majority of the Total Voting Power of
BlackRock Capital Stock or the Person surviving such transaction issued and
outstanding immediately after giving effect to such transaction would be
Beneficially Owned by one or more Persons other than Persons holding a majority
of the Total Voting Power of BlackRock Capital Stock Issued and outstanding
prior to the occurrence of such transaction, or any sale of all or substantially
all of the assets of BlackRock to any Person;

     

     
(iii)          any
acquisition, whether by merger, consolidation, exchange of equity interests,
purchase of equity interests or assets or similar transaction of any Person or
business the consolidated net income after taxes of which for its preceding
fiscal year equals or exceeds 20% of BlackRock's consolidated net income after
taxes for it preceding fiscal year if such acquisition involves the current or
potential issuance of BlackRock Capital Stock constituting more than 10% of the
Total Voting Power of BlackRock Capital Stock issued and outstanding immediately
after completion of such acquisition;

     

     
(iv)          any acquisition,
whether by merger, consolidation, exchange of equity interests, purchase of
equity interests or assets or similar transaction of any Person or business
constituting a line of business that is materially different from the lines of
business

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    BlackRock
and its Controlled Affiliates are engaged in immediately prior to such
acquisition if such acquisition involves consideration in excess of 10% of the
total assets of BlackRock on a consolidated basis;

     

      
(v)           except for
repurchases pursuant to the terms of this Agreement, any repurchase by BlackRock
or any Subsidiary of BlackRock of shares of BlackRock Capital Stock such that
after giving effect to such repurchase BlackRock and its Subsidiaries shall have
repurchased more than 10% of the Total Voting Power of BlackRock Capital Stock
within the 12-month period ending on the date of such repurchase;

     

      
(vi)          any amendment,
modification or waiver of BlackRock's Certificate of Incorporation;

     

      
(vii)         any matter requiring
stockholder approval pursuant to the New York Stock Exchange listed company
manual;

     

      
(viii)        any amendment,
modification or waiver (as distinct from a consent or approval provided therein)
of any restriction or prohibition on Merrill Lynch or its Affiliates provided
for herein or any amendment, modification or waiver (as distinct from a consent
or approval provided for therein) of any restriction or prohibition on a
Significant Stockholder or its Affiliates provided for in a stockholders
agreement between BlackRock and such Significant Stockholder;

     

    provided, however, that if a
Change of Control of Merrill Lynch occurs prior to the fifth anniversary of the
Closing, the provisions of this Section 4.2(b) shall immediately
cease.

     

    (c)           In
addition to the requirements of Section 4.2(a) and (b), BlackRock shall not
enter into any agreement providing for, or effectuate any of the following
transactions without the prior written approval of Merrill Lynch:

     

     
(i)           until the
fifth anniversary of the Closing, (A) any merger, consolidation, exchange of
shares, issuance of shares or similar transaction as a result of which a
majority of the Total Voting Power of the Capital Stock of BlackRock or the
Person surviving such transaction issued and outstanding immediately after
giving effect to such transactions would be Beneficially Owned by one or more
Persons other than Persons holding a majority of the Total Voting Power of the
BlackRock Capital Stock issued and outstanding prior to the occurrence of such
transaction or (B), in the case of a merger, consolidation, exchange of shares,
issuance of shares or similar transaction that is not covered by clause (A)
above, more than 20% of the Total Voting Power of the Capital Stock of BlackRock
or the other Person surviving such transaction issued and outstanding
immediately after giving effect to such transaction would be Beneficially Owned
by any Person who Beneficially Owned less than 20% of the Total Voting Power of
the BlackRock Capital Stock or of the Capital Stock of such other Person
immediately prior to such transaction;

     

     
(ii)           after the
fifth anniversary of the Closing, any merger, consolidation, exchange of shares,
issuance of shares or similar transaction as a result of which a majority of the
Total Voting Power of BlackRock Capital Stock would be Beneficially
Owned

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    by
a Restricted Person or any sale of all or substantially all of the assets of
BlackRock to any Restricted Person;

     

     
(iii)          any sale,
whether by merger, consolidation, exchange of equity interests, sale of equity
interests in or assets or similar transaction of any Subsidiary if the
annualized revenues of such Subsidiary or assets, together with the annualized
revenues of all other Subsidiaries so disposed of within the 12-month period
ending on the date of such sales exceeds more than 20% of the annualized
revenues of BlackRock for the preceding fiscal year on a consolidated
basis;

     

      (iv)          any
acquisition, whether by merger, consolidation, exchange of equity interests,
purchase of equity interests or assets or similar transaction of any Person or
business which would be reasonably likely in the opinion of counsel to Merrill
Lynch require Merrill Lynch to register with the Board of Governors of the
Federal Reserve System as a bank holding company or become subject to
regulation, supervision or restrictions under the Bank Holding Company Act of
1956, the Change of Bank Control Act or Section 10 of the Homeowners Loan
Act;

     

     
(v)          any amendment,
modification, repeal or waiver of Section 3.2 of BlackRock's By-Laws or of
BlackRock's Certificate of Incorporation or By-Laws that would be viewed by a
reasonable Person as being adverse to the rights of Merrill Lynch or more
favorable to the rights of a Significant Stockholder than to the rights of
Merrill Lynch;

     

     
(vi)          any settlement
or consent in a regulatory enforcement matter that would be reasonably likely,
in the opinion of counsel to Merrill Lynch, to cause Merrill Lynch or any of its
Affiliates to suffer (A) any regulatory disqualification, (B) suspension of
registration or license or (C) other material adverse regulatory consequence
(which approval may not be unreasonably withheld in the case of this clause
(C));

     

     
(vii)         any amendment,
modification or waiver (as distinct from a consent or approval provided for
therein) of any provision of a stockholders agreement between BlackRock and a
Significant Stockholder that would be viewed by a reasonable Person as being
adverse to Merrill Lynch or materially more favorable to the rights of such
Significant Stockholder thereunder than to the rights of Merrill Lynch
hereunder; or

     

     
(viii)        any voluntary bankruptcy
or similar filing or declaration by BlackRock.

     

    provided, however, that if a
Change of Control of Merrill Lynch occurs prior to the fifth anniversary of the
Closing, the provisions of Section 4.2(c)(i), (ii) and (iii) shall immediately
cease.

     

    (d)           A
quorum for any meeting of the Board shall require the presence of a majority of
the total number of Directors then in office.

     

    Section
4.3         Committees.  To
the extent permitted by applicable laws, rules and regulations (including any
requirements under the Exchange Act or the rules of the New York Stock Exchange
or any other applicable securities exchange on which the Common Stock is
then

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    listed)
and except as otherwise determined by the Board (in accordance with Section 4.2)
each committee of the Board shall consist of a majority of Independent
Directors, the Audit Committee, the Compensation Committee and, to the extent
required by applicable laws, rules and regulations and self-regulatory
organization requirements, the Nominating Committee shall consist entirely of
Independent Directors and the Executive Committee shall consist of not less than
five members of which one shall be a Merrill Lynch Designee. Subject to Sections
4.2 and 4.7 all decisions of such committees shall require the affirmative vote
of a majority of the Directors then serving on such committee.

     

    Section
4.4         Certificate of Incorporation
and Bylaws to be Consistent.  Each of BlackRock and Merrill Lynch
shall use its best efforts to take or cause to be taken all lawful action
necessary or appropriate to ensure that at all times the Certificate of
Incorporation and the Bylaws of BlackRock contain provisions consistent with the
terms of this Agreement (including without limitation this Article IV) and none
of the Certificate of Incorporation or the Bylaws of BlackRock or any of the
corresponding constituent documents of BlackRock's Subsidiaries contain any
provisions inconsistent therewith or which would in any way nullify or impair
the terms of this Agreement or the rights of BlackRock or Merrill Lynch
hereunder. Neither BlackRock nor Merrill Lynch shall take or cause to be taken
any action inconsistent with the terms of this Agreement (including without
limitation this Article IV) or the rights of BlackRock or Merrill Lynch
hereunder.

     

    Section
4.5         Information
Rights. 

     

    (a)           BlackRock
acknowledges that the investments of Merrill Lynch in BlackRock are
material and strategic to it. Accordingly, BlackRock shall provide to Merrill
Lynch, on an ongoing and current basis, such access to and information with
respect to BlackRock's business, operations, plans and prospects as either of
them may from time to time reasonably determine it requires in order to
appropriately manage and evaluate its investment in BlackRock.

     

    (b)           Without
limiting the generality of the foregoing, for so long as Merrill Lynch is
required (the "Equity Accounting Period") to account for its investment in
BlackRock under the equity method of accounting (determined in accordance with
GAAP as applicable to Merrill Lynch), BlackRock agrees that:

     

     
(i)           BlackRock
shall provide Merrill Lynch with (A) consolidated financial results for the
latest available period of the BlackRock consolidated group (the "BlackRock
Group") in order to allow Merrill Lynch to prepare its US regulatory filings
under the Securities Exchange Act of 1934 ("Merrill Lynch Public Filings"),
including Merrill Lynch's quarterly financial statements and annual audited
financial statements and (B) such financial information or documents in the
possession of BlackRock and any of its Subsidiaries as Merrill Lynch may
reasonably request; and

     

     
(ii)           BlackRock
shall cooperate, and use its reasonable best efforts to cause BlackRock's
independent certified public accounts ("BlackRock's Auditors") to cooperate,
with Merrill Lynch to the extent reasonably requested by Merrill Lynch in the
preparation of Merrill Lynch's public earnings releases or other press releases,
Current Reports on Form 8-K,

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Annual
Reports to Shareholders, Annual Reports on Form 10-K, Quarterly Reports on Form
10-Q and any other proxy, information and registration statements, reports,
notices, prospectuses and any other filings made by Merrill Lynch with the
Commission, or any other Governmental Authority or otherwise made publicly
available (collectively, the "Merrill Lynch Public
Filings").  BlackRock agrees to provide to Merrill Lynch all
information that Merrill Lynch reasonably requests in connection with any
Merrill Lynch Public Filings or that, in the reasonable judgment of Merrill
Lynch or its legal counsel, is required to be disclosed or incorporated by
reference therein under any applicable law.  BlackRock shall provide
such information to enable Merrill Lynch to prepare, print and release all
Merrill Lynch Public Filings on a timely basis.  BlackRock shall use
its reasonable best efforts to cause BlackRock's Auditors to consent to any
reference to them as experts in any Merrill Lynch Public Filings required under
applicable law.

     

    (c)           To
the extent required in order for any Party to comply with applicable law,
BlackRock and Merrill Lynch will work together in good faith to develop
appropriate protocols for each to share with the other aggregate security
position information for use in their respective compliance
programs.  For so long as BlackRock shall be deemed a subsidiary of
Merrill Lynch for purposes of the Home Owners Loan Act or Change in Bank Control
Act, Merrill Lynch shall have appropriate coordination rights with respect to
holdings of voting shares of savings and loan holdings companies, savings
associations, banks and bank holding companies.

     

    (d)           With
respect to any information provided by BlackRock:

     

     
(i)           Subject to
the requirements of law, Merrill Lynch shall keep confidential, and shall
cause its representatives to keep confidential, all information and documents
obtained pursuant to this Section 4.5 unless such information (w) is or becomes
publicly available other than as a result of a breach of this Section 4.5(d) by
it or its representatives; (x) was within its possession prior to being
furnished to it by or on behalf of BlackRock, provided that the
source of such information was not known by it to be bound by a confidentiality
agreement with, or other contractual or legal obligation of confidentiality to,
BlackRock with respect to such information; (y) is or becomes available to
such Person or any of its representatives on a non-confidential basis from a
source other than BlackRock or any of its representatives; provided that such
source was not known to it to be bound by a confidentiality agreement with, or
other contractual or legal obligation of confidentiality to, BlackRock with
respect to such information; or (z) is independently developed by or on its
behalf without violating any of its obligations under this Section
4.5(d).

     

     
(ii)           In the
event Merrill Lynch believes that it is legally required to disclose any
information or documents contemplated by this Section 4.5(d), it shall to the
extent possible under the circumstances provide reasonable prior notice to
BlackRock so that BlackRock may, at its own expense, seek a protective order or
otherwise take reasonable steps to protect the confidentiality of such
information.

     

     
(iii)          Notwithstanding
the foregoing, Merrill Lynch may disclose any information or documents
contemplated by this Section 4.5(d) in a filing with a governmental authority
to the extent required by applicable law, provided that it
shall to the extent practicable under the circumstances provide prior notice to
BlackRock.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     
(iv)          The rights of
Merrill Lynch and the obligations of BlackRock hereunder shall be subject
to applicable laws relating to the exchange of information and other applicable
laws. The provisions of this Section 4.5(d) shall survive any termination of
this Agreement.

     

    Section
4.6         Voting
Agreements.

     

    (a)           Merrill
Lynch shall, and shall cause any of its Affiliates, to vote or act by written
consent all of the shares of BlackRock Capital Stock Beneficially Owned by it
(i) in favor of each matter required to effectuate any provision of this
Agreement and against any matter the approval of which would be inconsistent
with any provision of this Agreement and (ii) to the extent consistent with
clause (i) above, in accordance with the recommendation of the Board on all
matters approved by the Board in accordance with the provisions of Article
IV, including elections of Directors; provided, however, that if the
Board shall either fail to nominate for election as a Director either or both of
two individuals designated by Merrill Lynch who are reasonably acceptable to the
Board, or shall unreasonably reject one or more Merrill Lynch designees who is
otherwise eligible to serve, then, so long as such individuals otherwise meet
the requirements for serving as a Director of BlackRock, Merrill Lynch and its
Affiliates shall have the right to nominate such individuals at the applicable
meeting of stockholders and to solicit proxies for the election of such
individuals and, if such individuals are nominated at such meeting, may vote all
of their shares of BlackRock Capital Stock entitled to vote on such matter in
favor of the election of such individuals.

     

    (b)           Merrill
Lynch shall, and shall cause each of its Affiliates who hold BlackRock Capital
Stock entitled to vote on any matter, be present in person or represented by
proxy at all meetings of securityholders of BlackRock to the extent necessary so
that all Voting Securities Beneficially Owned by Merrill Lynch and its
Affiliates shall be counted as present for the purpose of determining the
presence of a quorum at such meeting and to vote such shares in accordance with
this Section 4.6.

     

    Section
4.7         Related Party
Transactions.  Neither BlackRock nor any of its Controlled
Affiliates shall enter into or effectuate any transaction or agreement with
Merrill Lynch or any Affiliate of Merrill Lynch or any director, officer or
employee of Merrill Lynch or any such Affiliate (each a "Related Person") that
is material to BlackRock, unless such transaction or agreement is in effect at
the time of the Closing, relates to transactions by or on behalf of clients of
BlackRock and its Controlled Affiliates in the ordinary course of business or
has been approved by or is consistent with or pursuant to the terms of a policy,
transaction or agreement (or form of agreement) approved by, the affirmative
vote or consent of a majority of the
Directors, excluding the Merrill Lynch Designees, present at
a meeting at which a quorum is present.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
V

     

    NON-COMPETITION

     

    Section
5.1         Non-Competition.

     

    (a)           Subject
to subsection (b) of this Section 5.1, from and after the Closing, Merrill Lynch
agrees that it shall not, and that it shall cause its Controlled Affiliates
(other than BlackRock and BlackRock's Controlled Affiliates should they at any
time be Controlled Affiliates of Merrill Lynch) not to engage in Merrill Lynch
Restricted Activities anywhere in the World (other than India to the extent
required by the asset management joint venture to which Merrill Lynch and its
Affiliates are party in that country) except on the terms and conditions set
forth herein, and BlackRock agrees that it shall not, and that it shall
cause its Controlled Affiliates not to engage in BlackRock Restricted Activities
anywhere in the World except on the terms and conditions set forth
herein.

     

     
(i)           As used in
this Section 5.1, the term "Merrill Lynch Restricted Activities" means (i)
acting as an Asset Manager (as defined below) to a Fund (as defined below), or
(ii) acting as an Asset Manager to a Separately Managed Account (as defined
below).  Notwithstanding the previous sentence, the parties agree to
establish a committee composed of two BlackRock managers and one Merrill Lynch
manager to consider cases in which it would be acceptable and appropriate to
allow Merrill Lynch and its Affiliates to engage on a limited, case-by-case
basis, in Merrill Lynch Restricted Activities.  In particular, if
Merrill Lynch or its Affiliates determine that (1) there is customer demand for
a product that BlackRock does not provide, or desire to provide on
commercially reasonable terms, and (2) Merrill Lynch and/or its Affiliates has
made a reasonable exploration for alternative providers, then the committee will
consider and decide in good faith, in the discretion of a majority of the
committee members, whether to permit Merrill Lynch or an Affiliate to
provide such product notwithstanding that to do so Merrill Lynch or such
Affiliate would be engaged in Merrill Lynch Restricted Activities.

     

    Furthermore,
Merrill Lynch hereby agrees, notwithstanding anything herein to the contrary
other than as an incidental effect of the exceptions to the definitions of Fund
and Separately Managed Account set forth below, that neither IQ Investment
Advisors nor any other investment advisor controlled by Merrill Lynch during the
term of this Agreement will (i) directly or through one or more sub-advisers
create a family of open-end funds for the purpose of replicating that portion of
the asset management business of BlackRock or establishing a direct competitive
threat to BlackRock, or (ii) create an open-end fund or family of open-end funds
for the purpose of replicating the MLIM FDP platform or establishing a direct
competitive threat to MLIM FDP.

     

    For
purposes of this provision, "acting as an Asset Manager" means acting as a
discretionary investment adviser or sub-adviser primarily responsible for making
the day-to-day investment decisions with respect to which underlying securities
or other assets will be purchased and sold by a Fund or a Separately Managed
Account; provided, however, that neither
Merrill Lynch nor any Affiliate will be deemed to be acting as an Asset Manager
in instances where it serves as an investment adviser with responsibilities for
manager selection and asset allocation (or other overlay functions) that
delegates primary day-to-day selection of underlying

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    securities
or other assets to a sub-adviser that is not under the control of Merrill Lynch
(it being agreed that BlackRock is not under the control of Merrill Lynch for
this purpose) and provided further, that Merrill Lynch will not be deemed to be
acting as an Asset Manager to new financial technology, the primary purpose of
which is not to provide active asset management services to third party
investors.

     

    For
purposes of this section, "Fund" shall mean any collective investment fund,
wherever domiciled.

     

    For
purposes of this provision, "Separately Managed Account" shall mean an account
established in the name of and for the exclusive benefit of any person that is
not a Fund pursuant to which such person receives investment advisory services;
provided, however, Separately Managed Account shall not include an account of a
customer or client of a retail broker, retail financial advisor, private wealth
advisor or other retail sales person ("Retail Sales Person") for which (1) a
Retail Salesperson acts as portfolio manager, or (2) a Merrill Lynch affiliated
bank or trust company acts as trustee or investment advisor but qualifies for
exclusion from acting as an Asset Manager pursuant to the first proviso to the
definition thereof or supervises asset management services by the Retail Sales
Person or an unaffiliated third party manager.

     

    The
term "Fund" shall not include any collective investment vehicle that, and the
term "Separately Managed Account" shall not include any account that is not a
Fund that:

     

    
      	
              (1)

            	
              invests
      primarily in collective investment vehicles such as hedge funds, private
      equity funds, ETFs, and/or mutual funds that are not Restricted
      Merrill Lynch Activities or that are managed by an unaffiliated third
      party manager, a Merrill Lynch Alternative Manager or a manager acquired
      by Merrill Lynch in conformity with Section  5.1(b)(i)(C) or
      (D),

            


    

     

    
      
        	
                (2)

              	
                invests
      substantially all of its assets in Real Estate.

              
	 	 
	 	For
      purposes of this Section 5.1, "Real Estate" shall include, but not be
      limited to, any direct or indirect, public or private, wholly-owned, joint
      venture, TIC interest, partnership, total return swap, and/or
      participation or other interests (including, without limitation, debt,
      equity, hybrid security interests (e.g. preferred equity and convertible
      securities), and options) in and acquisitions, sales, and direct and
      indirect syndications of:


      

    

     

    
      	
               
      

            	
              (i)

            	
              real
      estate properties, including licenses, space and ground leases, and
      sub-leases for such properties and any interests therein and all rights
      and interests appurtenant thereto (e.g., air rights, riparian rights,
      etc.),

            


    

     

    
      	
               
      

            	
              (ii)

            	
              real
      estate operating, asset management, property management, loan servicing
      and special servicing, Section 1031 vehicle and/or holding
      companies,

            


    

     

    
      	
               
      

            	
              (iii)

            	
              any
      entity or structure primarily representing interests in, or backed by,
      real estate-related credit instruments, real estate equity interests, real
      estate derivatives, CDO instruments or real estate
    properties,

            


    

     

    
      	
               
      

            	
              (iv)

            	
              instruments,
      assets, or operating enterprises whose values are primarily driven or
      supported by real property or tangible assets attached to real property
      including,

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              but
      not limited to, hotels, homebuilding, commercial and residential real
      estate, land development, cell towers, real estate credit instruments,
      lease claims, lien (including tax lien) claims, timber, timeshare units,
      and fractional interests,

            


    

     

    
      	
               
      

            	
              (v)

            	
              investment
      vehicles whose target investments include primarily Real Estate (e.g.,
      partnerships, limited liability companies, hedge funds, private equity
      funds and REITs and their foreign
counterparts),

            


    

     

    
      	
               
      

            	
              (vi)

            	
              secured
      and unsecured performing and non-performing loans and obligations backed
      primarily by Real Estate (including Commercial Mortgage Backed
      Securities), or pools of such loans and obligations,
  and

            


    

     

    
      	
               
      

            	
              (vii)

            	
              non-investment
      grade or high yield loans, bonds, mezzanine loans, B-notes, and preferred
      equity secured or backed primarily by Real
  Estate.

            


    

     

    
      	
              (3)

            	
              invests
      primarily in commodities, collateralized debt obligations (broadly
      defined), collateralized loan obligations (broadly defined), any types of
      residual equity interests of structured assets or infrastructure
      products,

            


    

     

    
      	
              (4)

            	
              is
      a "Structured Fund" or an "Enhanced Index
Fund,"

            


    

     

    
      	
               
      

            	
              (i)

            	
              For
      purposes of this section, a "Structured Fund" is defined to mean any
      collective investment vehicle or other account that reshapes, repackages,
      and/or reproduces traditional cash flows or risk-return profiles through
      derivatives or other financial instruments and is operated in a passive
      and mechanistic manner in accordance with a predetermined set of trading
      and investment rules that do not seek to replicate the active asset
      management techniques or performance of a particular investment product or
      manager, and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              For
      purposes of this section, an "Enhanced Index Fund" is defined to mean any
      collective investment vehicle or account that (1) seeks to replicate the
      performance of an index that is constructed in a customized manner to
      provide greater returns than those provided by traditional indexes, or
      replicate the performance of a proprietary index that is developed,
      co-developed, or exclusively licensed by Merrill Lynch or any of its
      Affiliates and (2) is operated in a passive and mechanistic manner in
      accordance with a predetermined set of trading and investment rules that
      do not seek to replicate active asset management
    techniques,

            


    

     

    
      
        	
                (5)

              	
                is
      a "Structured Finance Vehicle,"

              
	 	 
	 	For
      purposes of this section, a "Structured Finance Vehicle" is any collective
      investment vehicle that relies on a trust, commodity pool, depositary
      facility or other collective investment entity that has the primary
      purpose of aggregating securities, commodities or other financial
      instruments for the purpose of (i) repackaging illiquid instruments or
      derivatives, or (ii) tranching or aggregating financial instruments to
      change their tax, cost, accounting, yield, credit, leverage, ERISA or risk
      characteristics,


      

    

     

    
      	
              (6)

            	
              is
      otherwise ancillary or incidental to any non Fund or non Separately
      Managed Account business of Merrill Lynch or its Affiliates,
      or

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
        	
                (7)

              	
                has
      the primary purpose of seeding funds and/or raising additional third-party
      capital to facilitate, support or assist in capitalizing current or future
      Merrill Lynch's proprietary trading and investing activities, including,
      but not limited to, equity and equity-linked products, fixed income and
      fixed income-linked products, loans, and distressed credit, Real Estate,
      private equity, venture capital, infrastructure, timber, foreign exchange
      and commodities assets or commodities products.

              
	 	 
	 	Nothing
      herein shall prohibit Merrill Lynch or any of its Affiliates from engaging
      in any business activities of any kind or nature currently engaged in by
      Merrill Lynch or any of its Affiliates as of the date of the Transaction
      Agreement or July 16, 2008; provided, however, that the acquisition and
      holding of an Affiliate pursuant to Section 5.1(b)(i)(C) or (D) after the
      date of the Transaction Agreement shall not give rise to any rights on the
      part of Merrill Lynch or any other Affiliate of Merrill Lynch to engage in
      any business activities under this
sentence.


      

    

     

     
(ii)           As used in
this Section 5.1, the term "BlackRock Restricted Activities" means engaging,
whether directly or indirectly through ownership of any interest in or
consensual arrangements relating to another Person that is directly or
indirectly engaged, in the retail securities brokerage business; provided, however, that the
term "BlackRock Restricted Activities" shall in no event include acting as the
distributor of publicly offered Funds primarily through third party sales forces
or acting as a placement agent for privately offered Funds.

     

    (b)           Notwithstanding
Section 5.1(a) above, Merrill Lynch and any Controlled Affiliates restricted
thereby may, with respect to Merrill Lynch Restricted Activities, and
BlackRock and any Controlled Affiliate restricted thereby may, with respect
to BlackRock Restricted Activities:

     

     
(i)           acquire or
hold any interest (whether by way of a purchase, merger, consolidation or other
transaction) in any Person or business unit engaged directly or indirectly in
any Merrill Lynch Restricted Activities or BlackRock Restricted Activities, as
applicable, if (and only if) (A) the direct and indirect interest Beneficially
Owned by Merrill Lynch and its Controlled Affiliates (other than
BlackRock and its Controlled Affiliates should they at any time be
Controlled Affiliates of Merrill Lynch), in the case of Merrill Lynch Restricted
Activities, or by BlackRock and its Controlled Affiliates, in the case of
BlackRock Restricted Activities, represents less than 10 percent of the voting
interests and less than 10 percent of the ownership, revenue and profits
interests in such Person or business unit, assuming the exercise of all rights
of Merrill Lynch and its Controlled Affiliates ((other than BlackRock and
its Controlled Affiliates should they at any time be Controlled Affiliates of
Merrill Lynch), or BlackRock and its Controlled Affiliates, as applicable,
to acquire any such interests, (B) such Person or business unit is at all times
a Merrill Lynch Alternative Manager (C) in connection with the bona fide
third party venture capital business of Merrill Lynch or its Affiliates or (D)
in connection with the bona fide third party merchant banking line of
business of Merrill Lynch or its Affiliates (the term "third party" being
intended to exclude any vehicle or arrangement in which Merrill Lynch or its
Affiliates both have a 50% or greater ownership or economic interest and are not
in the process of seeking to reduce such interest below 50%); or

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     
(ii)           acquire or
hold any interest in any Person in excess of the amount set forth in clause (i)
above if (and only if) either (A) both (x) the consolidated revenues of such
Person from Merrill Lynch Restricted Activities or BlackRock Restricted
Activities, as applicable, in the previous four fiscal quarters are less than
33.3% of such Person's consolidated revenues during such period and (y) the sum
of the aggregate consolidated revenues of such Person and its Subsidiaries in
the preceding four fiscal quarters from Merrill Lynch Restricted Activities or
BlackRock Restricted Activities, as applicable, multiplied times the direct
or indirect percentage economic interest of Merrill Lynch and its restricted
Controlled Affiliates or BlackRock and its restricted Controlled
Affiliates, as applicable, in such Person is, in the case of Merrill Lynch
Restricted Activities, less than 10% of the consolidated revenues of BlackRock
for such period and, in the case of BlackRock Restricted Activities, less than
10% of the consolidated revenues of Merrill Lynch derived from BlackRock
Restricted Activities, Merrill Lynch or BlackRock, as applicable, shall, or
shall cause such Affiliate to, take commercially reasonable actions necessary to
cease and terminate such Restricted Activities or to sell such Person or
business to a third party that is not an Affiliate, as soon as reasonably
practicable, and BlackRock or Merrill Lynch, as applicable, shall have a
right to participate as a bidder in respect of any such sale transaction, or (B)
if such acquisition or holding satisfies Section 5.1(b)(ii)(A)(x) above but not
Section 5.1(b)(ii)(A)(y) above,  then Merrill Lynch or BlackRock may
continue to own such Person and operate its Merrill Lynch Restricted
Activities or BlackRock Restricted Activities, as applicable (the "Continuing
Business"); provided that, (1) for so long as the restrictions of Section 5.1(a)
continue to apply to Merrill Lynch or BlackRock, as applicable, the Continuing
Business shall not use the "Merrill Lynch" name or the "BlackRock" name, or any
derivation thereof, and (2) for so long as the Distribution Agreement in the
Transaction Agreement remains in effect, Merrill Lynch and its Affiliates or
BlackRock and its Affiliates (in each case, other than the acquired Person and
its Affiliates as of the time of acquisition) shall enter into any agreement
similar to the Distribution Agreement with the acquired Person and its
Affiliates; or

     

     
(iii)          in the case of
Merrill Lynch, merge, consolidate or otherwise engage in a business combination
with, or sell all or substantially all of its assets or businesses to, any
Person that is not an Affiliate of Merrill Lynch and that has an existing
business engaged in Merrill Lynch Restricted Activities which such Person
continues to operate; provided that members of the Merrill Lynch board of
directors do not constitute a majority of the board of directors of the
surviving entity of such transaction (or of the board of directors of its
ultimate parent company) and that the Merrill Lynch shareholders immediately
prior to consummation of such transaction do not immediately after consummation
of such transaction own 60% or more of the outstanding capital stock or other
equity interests of the surviving entity of such transaction (or of its ultimate
parent company); the restrictions of Section 5.1(a) shall not apply to the
activities of such surviving entity and its Affiliates (other than (x) Merrill
Lynch, (y) the Subsidiaries and Controlled Affiliates of Merrill Lynch as of the
closing of the transaction, and (z) any Subsidiary or Controlled Affiliate of
Merrill Lynch or of such ultimate parent company which, following the closing,
holds or operates the business that had been held or operated prior to such
closing by Merrill Lynch and its Subsidiaries and Controlled Affiliates or
all or substantially all of the assets of such business); or

     

     
(iv)          engage in
Merrill Lynch Restricted Activities or BlackRock Restricted Activities, as
applicable, (including through an acquisition or holding in excess of
that

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    permitted
by Section 5.1(b)(i) or (ii) above) if and to the extent that, prior to engaging
therein, (A) Merrill Lynch discloses to the Board of Directors of
BlackRock, or BlackRock discloses to the Board of Directors of Merrill Lynch, as
applicable, in reasonable detail and with reasonable particularity, including by
responding to the inquiries and questions of such Board of Directors, the
nature, extent and duration of the proposed Merrill Lynch Restricted Activities
or BlackRock Restricted Activities; and (B) a majority of the Independent
Directors on such Board of Directors approves the proposed Merrill Lynch
Restricted Activities by Merrill Lynch or such Controlled Affiliate or BlackRock
Restricted Activities by BlackRock or such Controlled Affiliate, as
applicable.

     

    ARTICLE
VI

     

    MISCELLANEOUS

     

    Section
6.1         Conflicting
Agreements.  Each party represents and warrants that it has not
granted and is not a party to any proxy, voting trust or other agreement that is
inconsistent with or conflicts with any provision of this
Agreement.

     

    Section
6.2         Termination.
 Except as otherwise provided in this Agreement, this Agreement shall
terminate on the later of July 16, 2013 and the first date on which Merrill
Lynch and its Affiliates Beneficially Own BlackRock Capital Stock representing
less than its Ownership Threshold; provided, however, that in the case of a
termination pursuant to this Section 6.2, the obligations of the parties
pursuant to Article III hereof shall not terminate until the first date on which
Merrill Lynch and its Affiliates Beneficially Own BlackRock Capital Stock
representing less than five percent of the Total Voting Power of the BlackRock
Capital Stock issued and outstanding at such time.  Nothing in
this Section 6.2 shall be deemed to release any party from any liability for any
willful and material breach of this Agreement occurring prior to the termination
hereof or to impair the right of any party to compel specific performance by any
other party of its obligations under this Agreement.

     

    Section
6.3         Ownership
Information. 

     

    (a)           For
purposes of this Agreement, all determinations of the amount of outstanding
BlackRock Capital Stock shall be based on information set forth in the most
recent quarterly or annual report, and any current report subsequent thereto,
filed by BlackRock with the Commission, unless BlackRock shall have updated such
information by delivery of written notice to Merrill Lynch.

     

    (b)           If
at any time or from time to time BlackRock becomes aware of any event that has
caused, or which could reasonably be expected to cause, Beneficial Ownership by
Merrill Lynch and its Affiliates of BlackRock Capital Stock to increase
above its Ownership Cap, BlackRock shall promptly (but in no event more than
five Business Days thereafter) notify Merrill Lynch thereof.

     

    Section
6.4         Savings
Clause.  No provision of this Agreement shall be construed to
require any party or its Controlled Affiliates to take any action that would
violate any applicable law (whether statutory or common), rule or
regulation.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Section
6.5         Amendment and
Waiver.  Except as otherwise provided herein, this Agreement
may not be amended except by an instrument in writing signed on behalf of each
of the parties hereto.  Except as otherwise provided herein, no
modification, amendment or waiver of any provision of this Agreement, and no
giving of any consent provided for hereunder, shall be effective unless such
modification, amendment, waiver or consent is approved by a majority of the
Independent Directors. The failure of any party to enforce any of the
provisions of this Agreement shall in no way be construed as a waiver of such
provisions and shall not affect the right of such party thereafter to enforce
each and every provision of this Agreement in accordance with its
terms.

     

    Section
6.6         Severability. 
If any provision of this Agreement shall be declared by any court of competent
jurisdiction to be illegal, void or unenforceable, all other provisions of this
Agreement shall not be affected and shall remain in full force and
effect.

     

    Section
6.7         Entire Agreement.
 Except as otherwise expressly set forth herein, this Agreement, together
with the several agreements and other documents and instruments referred to
herein or therein or annexed hereto, embody the complete agreement and
understanding among the parties hereto with respect to the subject matter hereof
and supersede and preempt any prior understandings, agreements or
representations by or among the parties, written or oral, that may have related
to the subject matter hereof in any way. Without limiting the generality of the
foregoing, to the extent that any of the terms hereof are inconsistent with the
rights or obligations of Merrill Lynch under any other agreement with
BlackRock, the terms of this Agreement shall govern.

     

    Section
6.8         Successors and
Assigns.  Neither this Agreement nor any of the rights or
obligations of any party under this Agreement shall be assigned, in whole or in
part (except by operation of law pursuant to a merger or similar business
combination transaction), by any party without the prior written consent of the
other parties  (approved, in the case of BlackRock, by a majority of
the Independent Directors), provided, that Merrill Lynch may assign its
rights and obligations hereunder (in whole or in part) to an Affiliate that
agrees in writing with BlackRock to be bound by this Agreement as fully as if it
were an initial signatory hereto, and any such transferee may thereafter
make corresponding assignments in accordance with this proviso; provided,
further, that BlackRock may assign all or a portion of its rights under Sections
3.3 and 5.1(b)(ii) in connection with any particular transaction subject thereto
so long as BlackRock remains, obligated in respect of any purchase obligations
arising thereunder.  Subject to the foregoing, this Agreement shall
bind and inure to the benefit of and be enforceable by the parties hereto and
their respective successors and permitted assigns.

     

    Section
6.9         Counterparts. 
This Agreement may be executed in separate counterparts each of which shall be
an original and all of which taken together shall constitute one and the same
agreement.

     

    Section
6.10       Remedies. 

     

    (a)           Each
party hereto acknowledges that monetary damages would not be an adequate remedy
in the event that each and every one of the covenants or agreements in this
Agreement are not performed in accordance with their terms, and it is therefore
agreed that, in

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    addition
to and without limiting any other remedy or right it may have, the non-breaching
party will have the right to an injunction, temporary restraining order or other
equitable relief in any court of competent jurisdiction enjoining any such
breach and enforcing specifically each and every one of the terms and provisions
hereof.  Each party hereto agrees not to oppose the granting of such relief
in the event a court determines that such a breach has occurred, and to waive
any requirement for the securing or posting of any bond in connection with such
remedy.

     

    (b)           All
rights, powers and remedies provided under this Agreement or otherwise available
in respect hereof at law or in equity shall be cumulative and not alternative,
and the exercise or beginning of the exercise of any thereof by any party shall
not preclude the simultaneous or later exercise of any other such right, power
or remedy by such party.

     

    Section
6.11       Notices.  All
notices and other communications hereunder shall be in writing and shall be
deemed given if delivered personally, telecopied (upon telephonic confirmation
of receipt), on the first Business Day following the date of dispatch if
delivered by a recognized next day courier service, or on the third Business Day
following the date of mailing if delivered by registered or certified mail,
return receipt requested, postage prepaid. All notices hereunder shall be
delivered as set forth below, or pursuant to such other instructions as may be
designated in writing by the party to receive such notice.

     

    If
to BlackRock:

     

      
c/o BlackRock, Inc.

      
40 East 52nd
Street

      
New York, NY 10022

      
Facsimile:  212-810-8760

      
Attn:          Laurence D.
Fink

     

    with
a copy (which shall not constitute notice) to:

     

      
Skadden, Arps, Slate, Meagher & Flom LLP

      
Four Times Square

      
New York, NY 10036

      
Facsimile:   212-735-2000

      
Attention:   Franklin M. Gittes, Esq.

                       
Richard
T. Prins, Esq.

     

    If
to Merrill Lynch:

     

      
Merrill Lynch & Co., Inc.

      
Four World Financial Center

      
250 Vesey Street

      
New York, NY  10080

      
Facsimile:  212-670-4518

      
Attention:  Richard E. Alsop, Esq.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    with
a copy (which shall not constitute notice) to:

     

      
Wachtell, Lipton, Rosen & Katz

      
51 West 52nd
Street

      
New York, NY 10019

      
Facsimile:   212-403-2000

      
Attention:   Nicholas G. Demmo, Esq.

    


    Section
6.12       Governing Law; Consent to
Jurisdiction. 

     

    (a)           This
Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware without giving effect to the principles of conflicts of law.
Each of the parties hereto hereby irrevocably and unconditionally consents to
submit to the exclusive jurisdiction in the Court of Chancery of the State
of Delaware or any court of the United States located in the State of Delaware,
for any action, proceeding or investigation in any court or before any
governmental authority ("Litigation") arising out of or relating to this
Agreement and the transactions contemplated hereby. Each of the parties hereto
hereby irrevocably and unconditionally waives, and agrees not to assert, by way
of motion, as a defense, counterclaim or otherwise, in any such Litigation, the
defense of sovereign immunity, any claim that it is not personally subject to
the jurisdiction of the aforesaid courts for any reason other than the failure
to serve process in accordance with this Section 6.12, that it or its property
is exempt or immune from jurisdiction of any such court or from any legal
process commenced in such courts (whether through service of notice, attachment
prior to judgment, attachment in aid of execution of judgment, execution of
judgment or otherwise), and to the fullest extent permitted by applicable law,
that the Litigation in any such court is brought in an inconvenient forum, that
the venue of such Litigation is improper, or that this Agreement, or the subject
matter hereof, may not be enforced in or by such courts and further irrevocably
waives, to the fullest extent permitted by applicable law, the benefit of any
defense that would hinder, fetter or delay the levy, execution or collection of
any amount to which the party is entitled pursuant to the final judgment of any
court having jurisdiction. Each of the parties irrevocably and unconditionally
waives, to the fullest extent permitted by applicable law, any and all rights to
trial by jury in connection with any Litigation arising out of or relating to
this Agreement or the transactions contemplated hereby.

     

    (b)           Each
of the parties expressly acknowledges that the foregoing waiver is intended to
be irrevocable under the laws of the State of Delaware and of the United States
of America; provided that consent
by Merrill Lynch and BlackRock to jurisdiction and service contained
in this Section 6.12 is solely for the purpose referred to in this Section 6.12
and shall not be deemed to be a general submission to said courts or in the
State of Delaware other than for such purpose.

     

    Section
6.13       Interpretation.
 The table of contents and headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. Whenever the words "include", "includes" or
"including" are used in this Agreement, they shall be deemed to be followed by
the words "without limitation". For the avoidance of doubt, this Agreement shall
be interpreted in all respects to give effect to the Merger Change of Control,
which shall constitute a "Change of Control of Merrill Lynch"

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    hereunder
and under the Original Agreement, whether the Merrill Lynch Merger occurs prior
to, concurrently with, or following the effectiveness of this
Agreement.

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    IN
WITNESS WHEREOF, the parties hereto have executed this Second Amended and
Restated Stockholder Agreement as of the date first written above.

     

    


    
      
        	 
      	
                BLACKROCK,
      INC.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                By:

              	/s/
      Daniel R. Waltcher
	 
      	 
      	
                Name:

              	
                Daniel
      R. Waltcher

              
	 
      	 
      	
                Title:

              	
                Managing
      Director and

              
	 
      	 
      	 
      	
                Deputy
      General Counsel

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


      

    

    


    


    


    
      
        	 
      	
                MERRILL
      LYNCH & CO., INC.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                By:

              	/s/
      Teresa Brenner
	 
      	 
      	
                Name:

              	Teresa
      Brenner
	 
      	 
      	
                Title:

              	Associate
      General Counsel
	 
      	 
      	 
      	 
      


      

    

    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    


    Pursuant
to Section 3.2(a) of this Agreement, the undersigned hereby undertakes and
agrees with BlackRock that the undersigned shall be bound by this Agreement as
fully as if it were an initial signatory hereto, effective as of the date
hereof.

    


    


    
      
        	 
      	
                MERRILL
      LYNCH GROUP, INC.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                By:

              	/s/
      Teresa Brenner
	 
      	 
      	
                Name:

              	Teresa Brenner
	 
      	 
      	
                Title:

              	Associate
      General Counsel