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                                                                    EXHIBIT 10.2

                                AMENDMENT NO. 1
                             TO THE BLACKROCK, INC.
                              AMENDED AND RESTATED
                      LONG-TERM DEFERRED COMPENSATION PLAN
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                           (Effective July 21, 2000)

          This Amendment No. 1 is made to the BlackRock, Inc. Amended and
Restated Long-Term Deferred Compensation Plan (the "Plan"). Capitalized terms
used but not defined herein shall have the meanings ascribed to them in the
Plan.

     In accordance with Section 10 of the Plan, BlackRock, Inc.'s Board of
Directors at a meeting held on July 21, 2000 unanimously approved the following
amendments to the Plan:

          1.  Section 3(a) of the Plan is hereby amended in its entirety to read
as follows:

     "(a)  In General. The total amount available for payment to Participants
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under the Plan shall not exceed such amount as has been specified by the Board
of Directors of the Company by resolution (such amount being hereinafter
referred to as the "Deferred Compensation Pool").  At the time the Committee
selects an employee to be a Participant, the Committee shall determine the
amount of the Deferred Compensation Pool to be credited to an account (the
"Deferred Compensation Account") to be maintained for the benefit of such
Participant hereunder and shall determine the portion of the Deferred
Compensation Account to be credited in cash and the portion to be credited in
shares of class A common stock, par value $0.01 per share, of the Company
("Class A Common Stock"). In the case of any Participant who is an officer
within the meaning of Rule 16a-1 of the Securities Exchange Act of 1934, as
amended (an "Officer"), the crediting of Class A Common Stock to such
Participant's account hereunder, whether under this Section 3(a) or under
Section 4(b)(iv) hereof, shall be treated as an "Other Stock-Based Award" under
the BlackRock, Inc. 1999 Stock Award and Incentive Plan (or such successor plan
thereto which has been approved by shareholders of the Company) (the "Stock
Plan"), and the crediting of such shares shall be subject to approval by the
committee that administers such plan.  Each Participant shall be entitled to
receive all or a portion of the amount credited to his or her Deferred
Compensation Account in accordance with the terms and conditions of this Plan."

          2.  Section 4(b)(ii) of the Plan is hereby amended in its entirety to
read as follows:

          "(ii)  The Company shall pay to each Participant the vested portion of
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     the cash portion of his or her Deferred Compensation Account in a lump sum
     cash payment as soon as practicable following the date on which such
     portion has become vested.  The Company shall pay to each Participant the
     vested portion of the Class A Common Stock portion of his or her Deferred
     Compensation Account in shares of Class A Common Stock as soon as
     practicable following the date on which such portion has become vested;
     provided, however, that in the case of any Participant who is an Officer,
     the shares of Class A Common Stock delivered to such Participant shall be
     issued from shares authorized for issuance under the Stock Plan.  Shares of
     Class A Common Stock issuable under the Plan may be issued, in whole or in
     part, from the Company's treasury or from authorized but previously
     unissued shares of Class A Common Stock."

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