**Exhibit 3.5**

 

**AMENDED AND RESTATED**

**BYLAWS OF**

**BLACKROCK, INC.**

A Delaware Corporation 

 

**ARTICLE I**

**Offices**

 

Registered Office. The registered office of BlackRock, Inc. (hereinafter called the “Corporation”) withinthe State of Delaware shall be at Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, State of Delaware 19801, and the name of the registered agent of the Corporation at such address shall be The Corporation TrustCompany. 

 

Other Offices. The Corporation may also haveoffices at such other places, both within and without the State of Delaware, as the Board of Directors from time to time shall determine or the business of the Corporation may require. 

 

Books and Records. The books and records of the Corporation may be kept outside the State of Delaware at such placeor places as may from time to time be designated by the Board of Directors or officers. 

 

Certain Definitions. Except where otherwise explicitly provided, all references herein to the “Certificate of Incorporation” shall mean the certificate of incorporation of the Corporation as from timeto time amended or restated and in effect including any certificates of designation (each a “Preferred Stock Designation”) filed under section 151(g) (or any successor provision) of the General Corporation Law of the State of Delaware, asamended and in effect from time to time (the “DGCL”), starting with the Amended and Restated Certificate of Incorporation dated September 30, 1999 in effect on the date these Bylaws become effective. In the event of any amendment ofthese Bylaws that does not involve a complete restatement thereof, any reference herein to “the Bylaws” or “these Bylaws” or “herein” or “hereof” or a like reference shall refer to these Bylaws as so amended.Defined terms used herein and not otherwise defined shall have the meanings ascribed to them in the Certificate of Incorporation. 

 

**ARTICLE II**

**Meetings of Stockholders**

 

**Section 2.1 Place of Meetings.**Allmeetings of the stockholders shall be held at any such place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of meeting or in a duly executed waiverthereof. 

 

**Section 2.2 Annual Meeting**. Theannual meeting of the stockholders for the election of directors and for the transaction of such other business as may come before the meeting shall be held at such time and place as shall be determined by the Board of Directors and stated in thenotice of the meeting. Only such business may be conducted as has been brought before an annual meeting of stockholders by, or at the direction of, the Board of Directors, or by a stockholder who has given timely written notice to the Secretary ofthe Corporation of such stockholder’s intention to bring such business before the meeting pursuant to Section 2.10 of these Bylaws. 

**Section 2.3 Special Meetings**. Except as otherwise provided by law or by theCertificate of Incorporation of the Corporation and subject to the rights of the holders of Preferred Stock (as defined in the Certificate of Incorporation), special meetings of the stockholders for any purpose or purposes may be called only by amajority of the Board of Directors in accordance with these Bylaws, the Chairman of the Board of Directors, the President of the Corporation or a committee of the Board of Directors whose powers and authority include the power to call such meetings;provided that, prior to the Trigger Date (as defined in the Certificate of Incorporation), the Secretary shall call a special meeting of stockholders promptly upon written request by the Controlling Stockholder (as defined in the Certificate ofIncorporation). As of and following the Trigger Date, the power of any stockholder to call a special meeting is specifically denied. The only business which may be conducted at a special meeting, other than procedural matters and matters relating tothe conduct of the meeting, shall be the matter or matters described in the notice of such meeting. 

 

**Section 2.4 Adjournments**. Any meeting of the stockholders may be adjourned from time to time to reconvene at the same or some otherplace, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have beentransacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of recordentitled to vote at the meeting. 

 

**Section 2.5 Noticeof Meetings**. Notice of meetings of stockholders shall be given by the Corporation as required by applicable law not less than ten days nor more than sixty days before such meeting (unless a different time is specified by law) to everystockholder entitled by law to notice of such meeting. Notice of any such meeting need not be given to any stockholder who shall, either before or after the meeting, submit a signed waiver of notice or who shall attend such meeting, except when heshall attend for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. 

 

**Section 2.6 List of Stockholders**. A complete list of the stockholders entitled to vote at any meeting ofstockholders, arranged in alphabetical order, and showing the address of each stockholder and the number of shares of each class of capital stock of the Corporation registered in the name of each stockholder, shall be prepared by the Secretary andshall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of themeeting, or, if not so specified, at the place where the meeting is to be held, for at least ten days before the meeting and at the place of the meeting during the whole time of the meeting. The stock ledger of the Corporation shall be the onlyevidence as to who are the stockholders entitled to examine the stock ledger and the list required by this Section 2.6 or to vote in person or by proxy at any meeting of stockholders. 

 

**Section 2.7 Quorum**. Unless otherwise required by law orthe Certificate of Incorporation, a majority in voting power of the outstanding shares of the Corporation entitled to vote on the matters at issue, present in person or represented by proxy, shall constitute a quorum. If, however, such quorum shallnot be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, in 

 

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the manner provided in Section 2.4, until a quorum shall be present or represented. A quorum, once established, shall not be broken by the subsequentwithdrawal of enough votes to leave less than a quorum. At any such adjourned meeting at which there is a quorum, any business may be transacted that might have been transacted at the meeting originally called. 

 

**Section 2.8 Conduct of Meetings**. The Board of Directors ofthe Corporation may adopt by resolution such rules and regulations for the conduct of the meeting of the stockholders as it shall deem appropriate. At every meeting of stockholders, the Chairman of the Board of Directors, or in his absence orinability to act, the President, or, in his absence or inability to act, the person whom the Vice Chairman shall appoint, shall act as chairman of, and preside at, the meeting. The Secretary or, in his absence or inability to act, the person whomthe chairman of the meeting shall appoint secretary of the meeting, shall act as secretary of the meeting and keep the minutes thereof. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, thechairman of any meeting of the stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting.Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (a) the establishment of an agenda or order of business for themeeting; (b) the determination of when the polls shall open and close for any given matter to be voted on at the meeting; (c) rules and procedures for maintaining order at the meeting and the safety of those present; (d) limitationson attendance at or participation in the meeting to stockholders of record of the corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (e) restrictions on entry to themeeting after the time fixed for the commencement thereof; and (f) limitations on the time allotted to questions or comments by participants. 

 

**Section 2.9 Nomination of Directors.**

 

(a) Only persons who are nominated in accordance with the procedures in this Section 2.9 shall be eligible for election as directors of theCorporation, subject to the rights of the holders of Preferred Stock. Nominations of persons for election to the Board of Directors may be made at any annual meeting of stockholders (i) by or at the direction of the Board of Directors (or anyduly authorized committee thereof) or (ii) by any stockholder of the Corporation (A) who is a stockholder of record on the date of the giving of the notice provided for in this Section 2.9 and on the record date for the determinationof stockholders entitled to vote at such annual meeting and (B) who complies with the notice procedures set forth in this Section 2.9. 

 

(b) In addition to any other applicable requirements, for a nomination to be made by a stockholder (other than by a Controlling Stockholder prior to theTrigger Date), such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation. 

 

(c) To be timely, a stockholder’s notice to the Secretary must be delivered to or mailed and received at the principal executive offices of theCorporation not less than one hundred twenty (120) days nor more than one hundred fifty (150) days prior to the anniversary of the mailing date of the Corporation’s proxy materials for the immediately preceding annual meeting ofstockholders; provided, however, that in the event that the annual meeting is called for a date that is not within thirty (30) days before or after the anniversary date of such meeting, notice by the stockholder in order to be timely must be

 

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so received not later than the close of business on the tenth (10th) day following the day on which notice of the date of the annual meeting was mailedto stockholders or public disclosure of the date of the annual meeting was made, whichever first occurs. 

 

(d) To be in proper written form, a stockholder’s notice to the Secretary must set forth: (i) as to each person whom the stockholder proposes tonominate for election as a director (A) the name, age, business address and residence address of such person, (B) the principal occupation or employment of such person, (C) the class or series and number of shares of capital stock ofthe Corporation which are owned beneficially or of record by such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuantto Section 14 of the Securities Exchange Act of 1934, as amended (“Exchange Act”) and the rules and regulations promulgated thereunder; and (ii) as to the stockholder giving the notice (A) the name and record address of suchstockholder, (B) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such stockholder, (C) a description of all arrangements or understandings between such stockholderand each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, (D) a representation that such stockholder intends to appear in person or by proxy at theannual meeting to nominate the persons named in its notice and (E) any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection withsolicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named asa nominee and to serve as a director if elected. 

 

(e) If thechairman of the annual meeting determines that a nomination was not made in accordance with the foregoing procedures, the chairman shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded.

 

(f) Notwithstanding anything to the contrary set forth herein,prior to the Trigger Date, nominations by a Controlling Stockholder shall not be subject to the notice procedures of this Section 2.9. 

 

**Section 2.10 Business at Annual Meetings.**

 

(a) No business may be transacted at an annual meeting of stockholders, other than business that is either (i) specified in the notice of meeting (orany supplement thereto) given by or at the direction of the Board of Directors (or any duly authorized committee thereof), (ii) otherwise properly brought before the annual meeting by or at the direction of the Board of Directors (or any dulyauthorized committee thereof) or by a Controlling Stockholder prior to the Trigger Date or (iii) otherwise properly brought before the annual meeting by any stockholder of the Corporation (A) who is a stockholder of record on the date ofthe giving of the notice provided for in this Section 2.10 and on the record date for the determination of stockholders entitled to vote at such annual meeting and (B) who complies with the notice procedures set forth in thisSection 2.10. 

 

(b) In addition to any other applicablerequirements, for business to be properly brought before an annual meeting by a stockholder (other than by a Controlling Stockholder prior to the Trigger Date), such stockholder must have given timely notice thereof in proper written form to theSecretary of the Corporation. 

 

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(c) To be timely, a stockholder’s notice to the Secretary must be delivered to or mailed andreceived at the principal executive offices of the Corporation not less than one hundred twenty (120) days nor more than one hundred fifty (150) days prior to the anniversary of the mailing date of the Corporation’s proxy materialsfor the immediately preceding annual meeting of stockholders; provided, however that in the event that the annual meeting is called for a date that is not within thirty (30) days before or after the anniversary date of such meeting, notice bythe stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which notice of the date of the annual meeting was mailed to stockholders or public disclosure of thedate of the annual meeting was made, whichever first occurs. 

 

(d) To be in proper written form, a stockholder’s notice to the Secretary must set forth as to each matter such stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be broughtbefore the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and record address of such stockholder, (iii) the class or series and number of shares of capital stock of the Corporation whichare owned beneficially or of record by such stockholder, (iv) a description of all arrangements or understandings between such stockholder and any other person or persons (including their names) in connection with the proposal of such businessby such stockholder and any material interest of such stockholder in such business and (v) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting.

 

(e) Once business has been properly brought before the annualmeeting in accordance with such procedures, nothing in this Section 2.10 shall be deemed to preclude discussion by any stockholder of any such business. If the chairman of an annual meeting determines that business was not properly broughtbefore the annual meeting in accordance with the foregoing procedures, the Chairman shall declare to the meeting that the business was not properly brought before the meeting and such business shall not be transacted. 

 

(f) Notwithstanding anything to the contrary set forth herein, prior to theTrigger Date, business brought before an annual meeting by a Controlling Stockholder shall not be subject to the notice procedures of this Section 2.10. 

 

**Section 2.11 Voting**. Unless otherwise required by law, the Certificate of Incorporation or these Bylaws, any question brought beforeany meeting of stockholders, other than the election of directors, shall be decided by the vote of the holders of a majority of the votes of shares of capital stock represented and entitled to vote thereat, voting as a single class. Every referencein these Bylaws to a majority or other proportion of shares, or a majority or other proportion of the votes of shares, of capital stock shall refer to such majority or other proportion of the votes to which such shares of capital stock are entitledas provided in the Certificate of Incorporation. Votes of stockholders entitled to vote at a meeting of stockholders may be cast in person or by proxy but no proxy shall be voted on or after three years from its date, unless such proxy provides fora longer period. The Board of Directors, in its discretion, or the chairman of the meeting of stockholders, in such chairman’s discretion, may require that any votes cast at such meeting shall be cast by written ballot. Abstentions shall not beconsidered to be votes cast. 

 

**Section 2.12 NoStockholder Action by Written Consent**. As of and following the Trigger Date, except as otherwise provided pursuant to provisions of the Certificate of 

 

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Incorporation fixing the powers, privileges or rights of any series of Preferred Stock in respect of action by written consent of the holders of such seriesof Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of such stockholders and may not be effected by any consent in writing by suchstockholders. Prior to the Trigger Date, action of the stockholders of any class or classes of capital stock, or series thereof, may be taken by written consent as permitted by law. 

 

**ARTICLE III**

**Board of Directors**

 

**Section 3.1General Powers**. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authorities expressly conferred upon them by these Bylaws, the Board ofDirectors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws required to be exercised or done by the stockholders. 

 

**Section 3.2 Number, Qualifications, Election and Term ofOffice.**

 

(a) The Board of Directors shall consistinitially of six (6) directors. Subject to the rights of the holders of Preferred Stock, the number of directors on the Board of Directors may be increased or decreased from time to time exclusively pursuant to a resolution adopted by:(i) prior to the Trigger Date, the affirmative vote of at least eighty percent (80%) of the entire Board of Directors; or (ii) as of and following the Trigger Date, the affirmative vote of a majority of the entire Board of Directors.No reduction in the number of directors shall have the effect of shortening the term of any director in office at the time such reduction becomes effective. 

 

(b) The retirement age of and other restrictions and qualifications for directors constituting the Board of Directors shall be as authorized from time totime by the affirmative vote of eighty percent (80%) of the members of the Board of Directors then in office. Members of the Board of Directors need not be residents of the State of Delaware and need not be stockholders of the Corporation.

 

(c) The directors shall be divided into three classes, ClassI, Class II and Class III, as provided in the Certificate of Incorporation, and shall hold office in accordance with the provisions as set forth therein. 

 

**Section 3.3 Vacancies**. Unless otherwise required by law or by the Certificate of Incorporation, vacancies arising through death,resignation, removal, an increase in the number of directors or otherwise may be filled (x)(i) prior to the Trigger Date, by the affirmative vote of at least eighty percent (80%) of the entire Board of Directors and (ii) as of andfollowing the Trigger Date, by a majority of the directors then in office, even though less than a quorum, or by a sole remaining director, or (y) by the stockholders if such vacancy resulted from the action of stockholders (in which event suchvacancy may not be filled by the directors or a majority thereof), and in any event the directors so chosen shall hold office until the next election for such class and until their successors are duly elected and qualified, or until their earlierdeath, resignation or removal. 

 

**Section 3.4Removal**. Any director or the entire Board of Directors may be removed, with or without cause, by the affirmative vote of shares representing a majority of the votes entitled to be cast by the Voting Stock; provided, however that from andafter 

 

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the Trigger Date, a director may only be removed for cause, such removal to be by the affirmative vote of the shares representing eighty percent(80%) of the votes entitled to be cast by the Voting Stock. “Cause” for removal of a director shall be deemed to exist only if: (i) the director whose removal is proposed has been convicted, or when a director is granted immunityto testify when another has been convicted, of a felony by a court of competent jurisdiction and such conviction is no longer subject to direct appeal; (ii) such director has been found by the affirmative vote of a majority of the Directorsthen in office at any regular or special meeting of the Board of Directors called for that purpose, or by a court of competent jurisdiction, to have been guilty of willful misconduct in the performance of his duties to the Corporation in a matter ofsubstantial importance to the Corporation; (iii) such director has been adjudicated by a court of competent jurisdiction to be mentally incompetent, which mental incompetency directly affects his ability as a director of the Corporation; or(iv) the entry of any order against such director by any governmental body having regulatory authority with respect to the Corporation’s business. Notwithstanding the foregoing, whenever holders of outstanding shares of one or more seriesof Preferred Stock are entitled to elect directors of the Corporation pursuant to the provisions applicable in the case of arrearages in the payment of dividends or other defaults contained in the resolution or resolutions of the Board of Directorsproviding for the establishment of any such series, any such director of the Corporation so elected may be removed in accordance with the provisions of such resolution or resolutions. “Voting Stock” shall mean the shares of the thenoutstanding capital stock entitled to vote generally on the election of directors and shall exclude any class or series of capital stock only entitled to vote in the event of dividend arrearages thereon or other defaults thereunder, whether or notat the time of the determination there are any such dividend arrearages or defaults. 

 

**Section 3.5 Place of Meetings**. Meetings of the Board of Directors shall be held at such place or places, within or without the State of Delaware, as the Board of Directors may from time to timedetermine or as shall be specified in the notice of any such meeting. Each regular meeting of the Board of Directors shall be held at the location specified in the notice with respect to such meeting or, if no such notice is provided or no locationis specified therein, at the principal executive offices of the Corporation. 

 

**Section 3.6 Regular Meetings**. Regular meetings of the Board of Directors shall be held at such time and place as the Board of Directors may fix. Notice of regular meetings of the Board of Directorsneed not be given except as otherwise required by applicable law or these Bylaws. 

 

**Section 3.7 Special Meetings.**Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors or at the request of twenty percent (20%) of the directors. Theperson or persons authorized to call a special meeting of the Board of Directors may fix the place, date and time of the meeting. Upon request by the person or persons authorized to call such meetings, the Secretary of the Corporation shall give anyrequisite notice for the meeting. 

 

**Section 3.8Notice of Meetings**. Notice of each special meeting of the Board of Directors (and of each regular meeting for which notice shall be required) shall be given by the Secretary as hereinafter provided in this Section 3.8, in whichnotice shall be stated the date, time and place of the meeting. Notice of a special meeting shall state the general purpose of the meeting, but other routine business may be conducted at a special meeting without such matter being stated in thenotice. Notice of each meeting shall be given to each director either by mail not less than forty-eight (48) hours before the date of such meeting, by telephone or telegram on twenty-four (24) hours’ notice, or on such 

 

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shorter notice as the person or persons calling such meeting may deem necessary or appropriate under the circumstances. Notice of any meeting need not begiven to any director who shall, either before or after the meeting, submit a signed waiver of notice or who shall attend such meeting, except when he shall attend for the express purpose of objecting, at the beginning of the meeting, to thetransaction of any business because the meeting is not lawfully called or convened. 

 

**Section 3.9 Quorum**

 

(a) Except as otherwise provided by law, the Certificate of Incorporation and Sections 3.3 and 3.9(b) of these Bylaws, at all meetings of the Board of Directors, a majority of the entire Board of Directors shall constitute a quorum for thetransaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. In the absence of a quorum at any meeting of the Board of Directors, a majority of thedirectors present thereat may adjourn such meeting from time to time to another time and place. Notice of the time and place of any such adjourned meeting shall be given to all of the directors unless such time and place were announced at themeeting at which the adjournment was taken, in which case such notice shall only be given to the directors who were not present thereat. At any adjourned meeting at which a quorum is present, any business may be transacted which might have beentransacted at the meeting as originally called. 

 

(b) Until theTrigger Date, at least two directors designated by the Controlling Stockholder pursuant to the Amended and Restated Stockholders Agreement, dated as of September 30, 1999, by and among the Corporation, PNC Asset Management, Inc., certainemployees of the Corporation and permitted transferees under such agreement, as such agreement may be amended from time to time (the “Stockholders Agreement”), and the Chairman of the Board of Directors must be present at any meeting ofthe Board of Directors in order to establish a quorum to conduct business; provided, however, that the Board of Directors will be entitled to take any action at any meeting if a quorum is otherwise present if (i) the meeting is a regularlyscheduled meeting of the Board of Directors or (ii) the meeting is not a regularly scheduled meeting and, after having been sent notice of such meeting, either two of the directors designated by the Controlling Stockholder and/or the Chairmanof the Board of Directors, as the case may be, are not present at such meeting, and the directors designated by the Controlling Stockholder who are absent or the Chairman of the Board of Directors shall, in either the case of either (i) or(ii), have failed to communicate in writing to the Secretary good reason for such absence in advance of the relevant meeting. 

 

**Section 3.10 Board Approval Requirements in Certain Circumstances**. Prior to the Trigger Date, any act of the Board of Directors shallrequire the affirmative vote of not less than eighty percent (80%) of the entire Board of Directors if it relates to or involves one or more of the following matters: 

 

(a) the size and composition of the Board of Directors and Board committees or changes thereto, including but not limited tomatters involving Sections 3.2, 3.3, 3.4 and 3.16 of these Bylaws; 

 

(b) any merger, acquisition, consolidation, divestiture or acquisition of material assets, or any other similar transaction involving the Corporation; 

 

(c) the issuance of capital stock, sales of treasury stock, grants of options, warrants or other rights to acquire capital stock (other than issuancesor grants pursuant to stock option, bonus and other benefit plans of the Corporation approved by the affirmative vote of not less than 80% of the Board of Directors); 

 

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(d) the incurrence of indebtedness by or on behalf of the Corporation other than in the ordinary courseof business; 

 

(e) any business activity to be engaged in by oron behalf of the Corporation of a type that is not currently conducted by or on behalf of the Corporation; 

 

(f) any change in the outside auditors of the Corporation; 

 

(g) the declaration of any dividend by the Corporation; 

 

(h) the amendment, alteration, modification or repeal of these Bylaws or the Certificate of Incorporation; or 

 

(i) any other matter materially affecting the economic interests of aControlling Stockholder. 

 

**Section 3.11Organization**. At each meeting of the Board of Directors, the Chairman of the Board of Directors or, in his absence, the Vice Chairman or another director chosen by a majority of the directors present, shall act as chairman of the meetingand preside thereat. The Secretary or, in his absence, any person appointed by the chairman, shall act as secretary of the meeting and keep the minutes thereof. 

 

**Section 3.12 Resignations**. Any director of the Corporation may resign at any time by giving written notice of his resignation to theChairman of the Board of Directors, the President or the Secretary. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt.Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. 

 

**Section 3.13 Compensation**. Directors shall receive such compensation, including fees and reimbursement of expenses, for their servicesas the Board of Directors may determine from time to time. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation thereof. 

 

**Section 3.14 Action by Written Consent**. Unless otherwiseprovided by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors orof such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board of Directors or such committee, as the case may be. 

 

**Section 3.15 Telephonic Meeting**. Unless otherwise providedby the Certificate of Incorporation, any one or more members of the Board of Directors or any committee thereof may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communicationsequipment by means of which all persons participating in the meeting can hear each other, and participation by such means shall constitute presence in person at a meeting. 

 

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**Section 3.16 Board Committees.**

 

(a) The Board of Directors may by resolution designate one or morecommittees (in addition to the mandatory Standing Committees as set forth in Section 3.16(e) below) consisting of one or more directors of the Corporation which, to the extent authorized in any resolution of the Board of Directors or theseBylaws and permissible under the DGCL and the Certificate of Incorporation, shall have and may exercise any or all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation; provided,however, that prior to the Trigger Date, a majority of directors on each such committee (including each Standing Committee) shall be directors that were designated as directors by the Controlling Stockholder, and at least one director on each suchcommittee (including each Standing Committee) shall be a director that was designated as a director by the BlackRock Management Committee (as defined in the Stockholders Agreement), in each instance as permitted by applicable law or stock exchangepolicy. 

 

(b) Subject to Section 3.16(a), with respect toall committees designated in accordance with this Section 3.16, the Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any suchcommittee. With respect to all Board committees designated in accordance with this Section 3.16, in the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate memberto replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board ofDirectors to act at the meeting in the place of any absent or disqualified member. Any committee may authorize the seal of the Corporation to be affixed to all papers which may require it. 

 

(c) A majority of the members of any committee may determine suchcommittee’s procedures for the conduct of business and may fix the time and place of its meetings, unless the Board of Directors shall by resolution otherwise provide. Notice of such meetings shall be given to each member of the committee inthe same manner as provided for meetings of the Board of Directors by these Bylaws. Each committee shall keep written minutes of its proceedings and shall report such proceedings to the Board of Directors when required. Except as otherwise providedby resolution of the Board of Directors or of such committee, a quorum for the transaction of business by a committee at a meeting thereof shall be a majority of the members and the affirmative vote of a majority of the members present at a meetingat which a quorum is present shall be the act of the committee. 

 

(d) Nothing herein shall be deemed to prevent the Board of Directors from appointing one or more committees consisting in whole or in part of one or more officers, employees or persons who are not directors of the Corporation to conduct anypart of the business or affairs of the Corporation; provided, however, that no such committee shall have or may exercise any authority of the Board of Directors. 

 

(e) Standing Committees. 

 

The standing committees which, subject to Section 3.16(a), shall be appointed from time to time by the Board of Directors shall be: the ExecutiveCommittee, the Audit Committee, the Nominating Committee, the Compensation Committee and the Investment Committee. 

 

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(i) Executive Committee. 

 

The Executive Committee shall consist of the Chairman and Chief Executive Officer and such other directorswho shall from time to time be appointed by the Board of Directors. The Executive Committee shall have and exercise in the intervals between the meetings of the Board of Directors all the powers of the Board of Directors, except as prohibited byapplicable law. All acts done and powers conferred by the Executive Committee from time to time shall be deemed to be, and may be certified as being, done and conferred under authority of the Board of Directors. 

 

(ii) Audit Committee. 

 

The Board of Directors shall appoint annually the AuditCommittee consisting of not less than three directors, none of whom shall be an officer of the Corporation. The Audit Committee will recommend the annual appointment of the Corporation’s auditors, with whom the Audit Committee will, among otherthings, review the scope of audit and non-audit assignments and related fees, accounting principles used by the Corporation in financial reporting, internal auditing procedures and the adequacy of the Corporation’s risk management, complianceand internal control procedures. 

 

(iii) NominatingCommittee. 

 

The Board of Directors shallappoint annually the members of the Nominating Committee, consisting of not less than three directors. The Nominating Committee will review the qualifications of potential candidates for the Board of Directors, report its findings to the Board ofDirectors and propose nominations for board memberships for approval by the Board of Directors and, if appropriate, submission to the stockholders of the Corporation for election. 

 

(iv) Compensation Committee. 

 

The Board of Directors shall appoint annually the members of the Compensation Committee, consisting of notless than three directors. The Compensation Committee will administer the Corporation’s 1999 Stock Award and Incentive Plan, Key Executive Long-Term Incentive Bonus Plan and other such compensation plans as the Board of Directors may determinefrom time to time, and will establish the compensation for the Corporation’s executive officers. The Compensation Committee may by resolution designate a subcommittee to administer the Corporation’s compensation plans. 

 

(v) Investment Committee. 

 

The Board of Directors shall appoint annually the members ofthe Investment Committee consisting of not less than three directors. The Investment Committee shall have and may exercise any or all of the powers and authority of the Board of Directors to the extent authorized in a resolution of the Board ofDirectors and permissible under the DGCL, these Bylaws and the Certificate of Incorporation. The Investment Committee shall have the responsibility to review and make recommendations to the Board of Directors regarding investments by theCorporation, including investments by the Corporation in alternative products sponsored by the Corporation. 

 

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**ARTICLE IV**

**Officers**

 

**Section 4.1 Designation**. The officers of the Corporation shall be elected by the Board of Directors and shall include a Chief Executive Officer, President, Chief Financial Officer, Treasurer and Secretary. The Board ofDirectors of the Corporation, in its discretion, may also elect a Chairman of the Board of Directors (who must be a director), one or more Vice Chairmen (who need not be a director) and one or more Managing Directors, Directors, Vice Presidents,Assistant Treasurers, Assistant Secretaries and other officers. 

 

**Section 4.2 Election and Tenure**. Officers and assistant officers of the Corporation may, but need not, also be members of the Board of Directors or stockholders of the Corporation. At its first meeting after each annualmeeting of the stockholders, the Board of Directors shall elect the officers or provide for the appointment thereof. Unless otherwise provided by the Certificate of Incorporation, the term of each officer elected by the Board of Directors shall beuntil the first meeting of the Board of Directors following the next annual meeting of stockholders and until his successor is elected and qualified or until his earlier death, resignation or removal in the manner specified in this Section 4.2.Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors at any time with or without cause by the majority vote of the members of the Board of Directors then in office. Any officer or assistant officerappointed by another officer may be removed from office with or without cause by such officer. The removal of an officer shall be without prejudice to his contract rights, if any. The election or appointment of an officer shall not of itself createcontract rights. Any officer of the Corporation may resign at any time by giving written notice of his resignation to the Chairman of the Board of Directors, the President or the Secretary. Any such resignation shall take effect at the timespecified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Shouldany vacancy occur among the officers, the position shall be filled for the unexpired portion of the term by appointment made by the Board of Directors or, in the case of offices held by officers who may be appointed by other officers, by any officerauthorized to appoint such officer. Any individual may be elected to, and may hold, more than one office of the Corporation. 

 

**Section 4.3 Duties**. Except as set forth in Section 4.5, the powers and duties of the several officers shall be as provided fromtime to time by resolution or other directive of the Board of Directors. In the absence of such provisions, the respective officers shall have the powers and shall discharge the duties customarily and usually held and performed by like officers ofcorporations similar in organization and business purposes to the Corporation. 

 

**Section 4.4 Compensation**. Officers may be paid such reasonable compensation as the Board of Directors may from time to time authorize and direct. The Board of Directors may delegate its authority todetermine compensation to a committee. 

 

**Section 4.5Responsibilities of the Senior Officers.**

 

**(a)Chief Executive Officer**

 

Subject to the direction of theBoard of Directors, the Chief Executive Officer shall have the general supervision of the policies, business and operations of the Corporation, 

 

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and of the other officers, agents and employees of the Corporation and, except as otherwise provided in these Bylaws or by the Board of Directors, shall haveall the other powers and duties as are usually incident to the Chief Executive Officer of a corporation. In the absence of the Chief Executive Officer, his rights and duties shall be performed by such other officer or officers as shall be designatedby the Board of Directors. To the extent not specifically appointed to a Committee, the Chief Executive Officer of the Corporation shall be ex officio a member of all Committees except the Audit Committee, the Nominating Committee and theCompensation Committee. 

 

**(b) Chairman, President and ViceChairmen**

 

The Chairman, the President and one or more ViceChairmen, if not designated as the Chief Executive Officer, shall have such duties and powers as may be assigned to them from time to time by the Board of Directors or, in the case of the President and the Vice Chairmen, the Chief Executive Officerin the absence of any assignment by the Board of Directors. 

 

**(c) Chief Financial Officer**

 

Except asotherwise provided in these Bylaws or by the Board of Directors, the Chief Financial Officer shall have all the other powers and duties as are usually incident to the Chief Financial Officer of a corporation. In the absence of the Chief FinancialOfficer, his rights and duties shall be performed by such other officer or officers as shall be designated by the Board of Directors. 

 

**(d) Managing Directors, Directors and Vice Presidents**

 

The Managing Directors, Directors, Executive Vice Presidents, Senior Vice Presidents and the Vice Presidents, if such are elected, shall have the dutiesand powers as may from time to time be assigned to them by the Board of Directors or by the Chief Executive Officer in the absence of any assignment by the Board of Directors. Any reference in these Bylaws to a Vice President will apply equally toan Executive Vice President or a Senior Vice President unless the context requires otherwise. 

 

**(e) Treasurer**

 

TheTreasurer shall be responsible for the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the nameand to the credit of the Corporation in such depositories as may be designated by the Board of Directors or the Chief Executive Officer and shall perform such other duties as may be assigned to him from time to time by the Board of Directors, ChiefFinancial Officer or the Chief Executive Officer in the absence of any assignment by the Board of Directors. 

 

**(f) Secretary**

 

The Secretary shall attend the meetings of the stockholders, of the Board of Directors and of any committees thereof, and shall keep minutes thereof insuitable minute books; have charge of the corporate records, papers and the corporate seal; have charge of the stock transfer records of the Corporation and shall keep a record of all stockholders and give notices of all meetings of stockholders,special meetings of the Board of Directors and of its Committees; and have such other duties as may be assigned to him from time to time by the Board of Directors or the Chief Executive Officer in the absence of any assignment by the Board ofDirectors. 

 

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**(g) Controller**

 

The Controller, if a Controller is elected, shall cause to be kept proper records of the transactions of the Corporation;shall be responsible for the preparation of financial and tax reports required of the Corporation; and shall perform such other duties as may be assigned to him from time to time by the Board of Directors, the Chief Financial Officer or the ChiefExecutive Officer in the absence of any assignment by the Board of Directors. 

 

**(h) Assistant Officers**

 

Each assistant officer as shall be elected shall assist in the performance of the duties of the officer to whom he is assistant and shall perform such duties in the absence of the officer. He shall perform such additional duties as may beassigned to him from time to time by the Board of Directors, or in the absence of any assignment by the Board of Directors, the Chief Executive Officer or the officer to whom he is assistant. 

 

**ARTICLE V**

**Stock Certificates and Their Transfer**

 

**Section 5.1 Uncertificated and Certificated Shares; Form of Certificates**. Effective at such time as the President or any Vice Presidentor the Treasurer of the Corporation designates in writing to the Corporate Secretary and any transfer agents of the Corporation with respect to any class of stock of the Corporation, the shares of such class shall be uncertificated shares, providedthat the foregoing shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation and provided further that upon request every holder of uncertificated shares shall be entitled, to the extent providedin Section 158 of the DGCL, to have a certificate signed in the name of the Corporation (i) by the President or a Vice President and (ii) by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of theCorporation, certifying the number of shares owned by such stockholder in the Corporation. 

 

**Section 5.2 Record Owners**. A record of the name and address of the holder of each certificate, the number of shares represented thereby and the date of issue thereof shall be made on theCorporation’s books. The Corporation shall be entitled to recognize the exclusive right of a person registered on its records as the owner of shares of stock to receive dividends and to vote as such owner, shall be entitled to hold liable forcalls and assessments a person registered on its records as the owner of shares of stock, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares of stock on the part of any other person, whether ornot it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware. 

 

**Section 5.3 Transfers of Stock**. Stock of the Corporation shall be transferable in the manner prescribed by law and in these Bylaws.Transfers of stock shall be made on the books of the Corporation only by the person named as the holder thereof on the stock records of the Corporation, by such person’s attorney lawfully constituted in writing, and in the case of sharesrepresented by a certificate upon the surrender of the certificate thereof, which shall be cancelled before a new certificate shall be issued. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have beenentered in the stock records of the Corporation by an entry showing from and to whom transferred. To the extent designated by the President or any Vice President or the 

 

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Treasurer of the Corporation, the Corporation may recognize the transfer of fractional uncertificated shares, but shall not otherwise be required torecognize the transfer of fractional shares. 

 

**Section 5.4 Transfer Agents and Registrars**. The Board of Directors may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars. If any certificate is countersigned(a) by a transfer agent other than the Corporation or its employee, or (b) by a registrar other than the Corporation or its employee, any signature on the certificate may be a facsimile. In case any officer, transfer agent or registrar whohas signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if suchperson were such officer, transfer agent or registrar at the date of issue. 

 

**Section 5.5 Regulations**. The Board of Directors may make such additional rules and regulations, not inconsistent with these Bylaws, as it may deem expedient concerning the issue, transfer andregistration of certificates for shares of stock of the Corporation. 

 

**Section 5.6 Fixing the Record Date.**

 

(a) In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precedethe date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixedby the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice iswaived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting;provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. 

 

(b) In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board ofDirectors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten (10) days after the date uponwhich the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without ameeting, when no prior action by the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to itsregistered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’sregistered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by law, the record date fordetermining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolutions taking such prior action. 

 

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(c) In order that the Corporation may determine the stockholders entitled to receive payment of anydividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix arecord date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the recorddate for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. 

 

**Section 5.7 Lost Certificates**. The Board of Directors may direct a new certificate to be issued in placeof any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizingsuch issue of a new certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or the owner’s legal representative, toadvertise the same in such manner as the Board of Directors shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificatealleged to have been lost, stolen or destroyed or the issuance of such new certificate. 

 

**ARTICLE VI**

**Indemnification and Insurance**

 

**Section 6.1 Right to Indemnification**. Each person who wasor is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or aperson of whom he or she is the legal representative, is or was a director or officer, of the Corporation or is or was serving at the request of the Corporation as a director or officer of another company, partnership, joint venture, trust or otherenterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director or officer or in any other capacity while serving as a director or officer shall beindemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation toprovide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties andamounts paid or to be paid in settlement) incurred or suffered by such person in connection therewith and such director or officer and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except asprovided in Section 6.2 hereof, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by theBoard of Directors of the Corporation. The right to indemnification conferred in this Section 6.1 shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding inadvance of its final disposition; provided, however, that, if the DGCL requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or isrendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the 

 

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Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that suchdirector or officer is not entitled to be indemnified under this Section 6.1 or otherwise. The Corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the Corporation with the same scope andeffect as the foregoing indemnification of directors and officers. 

 

**Section 6.2 Right of Claimant to Bring Suit**. If a claim under Section 6.1 is not paid in full by the Corporation within thirty (30) days after a written claim has been received by the Corporation, the claimantmay at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be adefense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to theCorporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation.Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in thecircumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or its stockholders) that the claimant hasnot met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. 

 

**Section 6.3 Non-Exclusivity of Rights**. The right to indemnification and the payment of expenses incurredin defending a proceeding in advance of its final disposition conferred in this Article VI shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation,Bylaws, agreement, vote of stockholders or disinterested directors or otherwise. 

 

**Section 6.4 Insurance**. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership,joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL. 

 

**ARTICLE VII**

**General Provisions**

 

**Section 7.1 Seal**. The seal of the Corporation shall be in such form as shall be approved by the Board of Directors. The seal may be used by causing it or a facsimile thereof to be impressed oraffixed or reproduced or otherwise, as may be prescribed by law or custom or by the Board of Directors. 

 

**Section 7.2 Fiscal Year**. The fiscal year of the Corporation shall begin on January 1 and end on December 31 of each year.

 

**Section 7.3 Checks, Notes, Drafts, Etc.**Allchecks, notes, drafts or other orders for the payment of money of the Corporation shall be signed, endorsed or accepted in the name of the Corporation by such officer, officers, person or persons as from time to time may be designated by the Boardof Directors or by an officer or officers authorized by the Board of Directors to make such designation. 

 

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**Section 7.4 Voting of Stock in Other Corporations**. Unless otherwise provided byresolution of the Board of Directors, the Chief Executive Officer, from time to time, may (or may appoint one or more attorneys or agents to) cast the votes that the Corporation may be entitled to cast as a stockholder or otherwise in any othercorporation, any of whose shares or securities may be held by the Corporation, at meetings of the holders of the shares or other securities of such other corporation, or consent in writing to any action by any such other corporation. In the eventone or more attorneys or agents are appointed, the Chief Executive Officer may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent. The Chief Executive Officer may, or may instruct the attorneysor agents appointed to, execute or cause to be executed in the name and on behalf of the Corporation and under its seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in the circumstancesrelating to securities owned by the Corporation. 

 

**Section 7.5 Dividends**. Subject to the provisions of the DGCL and the Certificate of Incorporation, dividends upon the shares of capital stock of the Corporation may be declared by the Board of Directors at any regular orspecial meeting in accordance with the voting requirements set forth in Section 3.10 if applicable. Dividends may be paid in cash, in property or in shares of stock of the Corporation, unless otherwise provided by the DGCL or the Certificate ofIncorporation. 

 

**Section 7.6 Certain ProhibitedBusiness Activities**. So long as PNC Bank Corp. (“PNC”) (or any successor company thereof) owns, directly or indirectly, at least ten percent (10%) of the capital stock or five percent (5%) of any “class” of“voting securities” (as those terms are defined for purposes of the Federal Reserve Board’s Regulation Y or any successor regulation thereto) of the Corporation, the Corporation or any successor entity to the Corporation shall beprohibited, without PNC’s (or any successor company thereof) consent, from directly or indirectly owning any asset or engaging in any activity if to do so would cause the Corporation or any subsidiary thereof or PNC (or any successor companythereof) or any direct or indirect bank or nonbank subsidiary of PNC (or any successor company thereof) (a “PNC Entity”) that owns capital stock of the Corporation to be in violation of any applicable banking law or any rule, regulation,policy or order of any banking regulator with jurisdiction over the Corporation or a PNC Entity. The Corporation will, and will cause its subsidiaries to, take any necessary action to ensure compliance with this Section 7.6, including, withoutlimitation, obtaining any required approval from, or filing any required notice or application with, any applicable banking agency. In the event that PNC (or any successor company thereof) owns less than 10% of the capital stock and less than 5% ofany class of voting securities of the Corporation, the Corporation or such successor shall provide PNC (or any successor company thereof) with written notice before engaging in new activities or investing in assets not permissible under the bankinglaws in order to allow PNC (or any successor company thereof) sufficient time as is reasonably required after such notice to restructure PNC’s (or any successor company thereof) investment in the Corporation (including, without limitation, timeto obtain regulatory approval prior to moving PNC’s (or any successor company thereof) investment to a non-bank subsidiary of PNC (or any successor company thereof)) and shall cooperate with PNC (or any successor company thereof) as necessaryto restructure PNC’s (or any successor company thereof) investment so as to remove the Corporation and its subsidiaries from the activities and investment restrictions of applicable banking laws. 

 

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**ARTICLE VIII**

**Amendments**

 

**Section 8.1 By the Board of Directors**. Except as otherwise provided in Section 8.2 below and subject to Section 3.10, these Bylaws may be amended, altered, changed, adopted and repealed or new bylaws adopted bythe affirmative vote of at least a majority of the members of the Board of Directors then in office at any regular or special meeting; provided, however, that prior to the Trigger Date, the affirmative vote of at least eighty percent (80%) ofthe entire Board of Directors shall be required to amend, alter, change, adopt or repeal any provision of these Bylaws or to adopt any new bylaw. 

 

**Section 8.2 By the Stockholders**. Prior to the Trigger Date, these Bylaws may be amended, altered, changed, adopted and repealed or newbylaws adopted by the affirmative vote of at least a majority of the voting power of the capital stock of the Corporation issued, outstanding and entitled to vote thereon; provided, however, that as of and following the Trigger Date, any proposedamendment, alteration, change, adoption or repeal of, or the adoption of any bylaw inconsistent with any of Sections 2.3, 2.9, 2.10, or 2.12 of Article II or Sections 3.2 and 3.4 of Article III or this Article VIII of these Bylaws shall require theaffirmative vote of the holders of at least eighty percent (80%) of the voting power of all of the then outstanding capital stock of the Corporation entitled to vote thereon voting as a single class. 

 

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**AMENDMENT NO. 1**

**TO THE AMENDED AND RESTATED**

**BYLAWS OF BLACKROCK, INC.**

A Delaware Corporation 

 

In accordance with Section 8.1 of the Amended and Restated Bylaws (the “Bylaws”) of BlackRock, Inc. (the “Corporation”), thefollowing amendments to the Bylaws were unanimously approved by the Corporation’s Board of Directors at its regular meeting on December 14, 1999: 

 

1. **Amendment to Section 3.16(a)**. Section 3.16(a) of the Bylaws is hereby amended by deleting such section in its entirety and replacing it withthe following: 

 

“(a) The Board of Directors may byresolution designate one or more committees (in addition to the mandatory Standing Committees as set forth in Section 3.16(e) below) consisting of one or more directors of the Corporation which, to the extent authorized in any resolution of theBoard of Directors or these Bylaws and permissible under the DGCL and the Certificate of Incorporation, shall have and may exercise any or all the powers and authority of the Board of Directors in the management of the business and affairs of theCorporation, except that no committee (including any Standing Committee) shall have the power to take any action which requires the affirmative vote of at least eighty percent (80%) of the entire Board of Directors (including but not limited toany of the actions specified in Section 3.10 of the Bylaws).” 

 

2.**Amendment to Section 3.16(b)**. Section 3.16(b) of the Bylaws is hereby amended by deleting the clause “Subject to Section 3.16(a),” at the beginning of Section 3.16(b). 

 

3. **Amendment to Section 3.16(e)(ii)**. Section 3.16(e)(ii) of theBylaws is hereby amended by deleting the word “three” in the second line of the first sentence of such section and inserting the word “two” in lieu thereof. 

 

Effective as of December 15, 1999 

 

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**AMENDMENT NO. 2**

**TO THE AMENDED AND RESTATED**

**BYLAWS OF BLACKROCK, INC.**

A Delaware Corporation 

 

In accordance with Section 8.1 of the Amended and Restated Bylaws (the “Bylaws”) of BlackRock, Inc. (the “Corporation”), thefollowing amendments to the Bylaws were unanimously approved by the Corporation’s Board of Directors at its regular meeting on July 11, 2002: 

 

1. **Amendment to Section 3.10(i)**. Deleting such section in its entirety and replacing it with the following hereby amend section 3.10(i) of the Bylaws:

 

“(i) any other matter materially affecting the economicinterests of a Controlling Stockholder unless such Controlling Stockholder of an Affiliated Company (as defined in Article TENTH of the Corporation’s Amended and Restated Certificate of Incorporation) thereof is a party to agreements pertainingto such matter and directors designated by such Controlling Stockholder pursuant to the Stockholders Agreement shall have abstained from voting thereon as directors of the Corporation.” 

 

Effective as of July 11, 2002 

 

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**AMENDMENT NO. 3**

**TO THE AMENDED AND RESTATED**

**BYLAWS OF BLACKROCK, INC.**

A Delaware Corporation 

 

In accordance with Section 8.1 of the Amended and Restated Bylaws (“Bylaws”) of BlackRock, Inc. (the “Corporation”), thefollowing amendments to the Bylaws were unanimously approved by the Corporation’s Board of Directors at its regular meeting on August 4, 2005: 

 

1. **Amendment to Section 3.16(e)**. Section 3.16(e) of the Bylaws is hereby amended by deleting the first sentence of such section in its entiretyand replacing it with the following: 

 

“The standingcommittees which, subject to Section 3.16(a), shall be appointed from time to time by the Board of Directors shall be: the Executive Committee, the Audit Committee, the Nominating and Governance Committee and the Compensation Committee.”

 

2. **Amendment to Section 3.16(e)(iii)**.Section 3.16(e)(iii) of the Bylaws is hereby amended by replacing the term “Nominating Committee” with the term “Nominating and Governance Committee” in the title of the subsection and the first and second sentence of suchsubsection, and adding the following third sentence: “The Nominating and Governance Committee will also recommend to the Board of Directors the Corporate Governance Guidelines applicable to the Corporation, lead the Board of Directors in itsannual review of the performance of the Board of Directors and management and recommend to the Board of Directors director nominees for each committee.” 

 

3. **Amendment to Section 3.16(e)(v)**. Section 3.16(e)(v) of the Bylaws is hereby amended by deleting the subsection in its entirety. 

 

4. **Amendment to Section 4.5(a)**. Section 4.5(a) of the Bylaws ishereby amended by replacing the term “Nominating Committee” with the term “Nominating and Governance Committee” in the third sentence of the subsection. 

 

Effective as of August 4, 2005. 

 

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