exhibit10-2.htm


    Exhibit 10.2

     

    
      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      EXCHANGE
AGREEMENT


       

      BY
AND BETWEEN


       

      THE
PNC FINANCIAL SERVICES GROUP, INC.


       

      AND


       

      BLACKROCK,
INC.


       

      Dated
as of December 26, 2008

       

       

       

       

       

       

       

       

       

       

      


      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXCHANGE
AGREEMENT

       

      THIS EXCHANGE AGREEMENT (this
"Agreement")
is made and entered into as of December 26, 2008 by and among The PNC Financial
Services Group, Inc., a Pennsylvania  corporation ("PNC") and
BlackRock, Inc., a Delaware corporation ("BlackRock").

       

      WHEREAS,
BlackRock and PNC are parties to an Implementation and  Stockholder
Agreement, dated as of February 15, 2006, as amended by Amendment No. 1, dated
as of September 29, 2006, to the Implementation and Stockholder Agreement (as so
amended, the "PNC Stockholder
Agreement ");

       

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

       

      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, BlackRock and Merrill Lynch propose
to enter into a series of 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 Preferred Stock (as defined herein) and (ii)
12,604,918 shares of Series A Preferred Stock (as defined herein) for a like
number of shares of Series B Preferred Stock (the "Merrill Lynch
Exchanges"); and

       

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

       

      NOW,
THEREFORE, in consideration of the foregoing, of the mutual promises herein set
forth, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, it is hereby agreed as
follows:

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ARTICLE
I

       

      EXCHANGE

       

      Section 1.1  
Exchange of
PNC Common Shares.  Under the terms and subject to the conditions hereof and in reliance upon
the representations, warranties and agreements contained herein, at the Closing
(as defined below), PNC shall exchange or caused to be exchanged 20,772,000 shares (the "PNC
Common Shares") of common
stock, par value $0.01 per share of BlackRock (the "Common
Stock"), owned by PNC and
its subsidiaries, for
a like number of shares of BlackRock’s preferred
stock.  PNC will
exchange (a) 17,872,000 PNC Common Shares for a like number of shares (“Series
B Exchange Shares”) of the series B non-voting convertible participating
preferred stock, par value $0.01 per share, of BlackRock ("Series
B Preferred Stock"); and (b) 2,940,866 PNC Common Shares for a like number of shares (the “Series
C Exchange Shares” and
together with the Series B Exchange Shares, the "Exchange
Shares") of series C non-voting convertible participating
preferred stock, par value $0.01 per share, of BlackRock ("Series
C Preferred Stock"), subject to reduction by the number of
shares of Common Stock delivered following the date of this Agreement but
prior to the Closing by PNC or its affiliates pursuant to the Share Surrender
Agreement, dated as of October 10, 2002 between BlackRock, PNC and
PNC Bancorp Inc., as successor to PNC Asset Management, Inc. (as amended, the
"Share Surrender Agreement"); in each case as appropriately adjusted
for any stock split, combination, reorganization, recapitalization,
reclassification, stock
dividend, stock distribution or similar event declared or effected prior to the
Closing.

       

      Section 1.2  
Closing.  The closing (the
"Closing") of the exchange of the PNC Common
Shares for the Exchange Shares shall be held at the offices of Skadden,
Arps, Slate, Meagher &
Flom LLP, Four Times Square, New York, New York, subject to the satisfaction or waiver
of the conditions set forth in Articles V and VI herein, on the later of (a) December 31, 2008; or (b) the second business day following the
date on which all of the
necessary regulatory approvals relating to the Exchange Transactions have been
received from jurisdictions other than the United States (the "Foreign
Approvals"), or
at such other time, date or
place as PNC and BlackRock may agree in
writing.  The
date on which the Closing occurs is hereinafter referred to as the "Closing
Date."

       

      Section 1.3  
Deliveries.

       

      (a)   At the Closing, PNC shall
deliver or cause to be
delivered to BlackRock the
following (collectively, the "PNC
Closing
Deliveries"):

       

      (i)    
one or more certificates registered in PNC's name
(or, as applicable, the
person in whose name any certificate so delivered is registered) representing the PNC Common
Shares;

       

      (ii)    one or more duly executed stock powers evidencing the transfer of the PNC
Common Shares from PNC or such subsidiaries to BlackRock and in
such form satisfactory to BlackRock as shall be effective to


       

       

       

      
        
          
          

        

        
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      vest in BlackRock good and valid title
to the PNC Common Shares, free and clear of any Lien (as defined
below);

       

      (iii)   
the Amended and Restated Stockholder
Agreement between PNC and
BlackRock in the form attached as Exhibit A hereto (the "Amended
PNC
Stockholder Agreement")
duly executed by PNC; and

       

      (iv)   with respect to each registered holder of PNC Common Shares represented by the certificates
delivered pursuant to Section 1.3(a)(i), a certificate executed by
such registered
holder stating that such
registered
holder is not a "foreign
person" within the meaning of Section 1445 of the Internal Revenue Code of 1986,
as amended, which certificate shall set forth all information required by, and otherwise be
executed in accordance with, Treasury Regulation Section
1.1445-2(b)(2).

       

      (v)   
the Amendment No. 3 to the Share Surrender Agreement by and
between BlackRock, PNC Bancorp, Inc. (as successor to PNC Asset Management,
Inc.) and PNC, in the form
attached as Exhibit B hereto (the “Share
Surrender Agreement Amendment”).

       

      (b)   At the Closing, BlackRock shall deliver to PNC
the following
(collectively, the "BlackRock
Closing
Deliveries"):

       

      (i)    
Certificates registered in PNC's name (or the
name(s) of one or more
subsidiaries of PNC that it shall so designate in writing) representing the
Exchange Shares;

       

      (ii)   
the
Amended PNC Stockholder Agreement duly executed by BlackRock;

       

       

      (iii)   
the Share Surrender Agreement
Amendment duly executed by
BlackRock;

       

       

      (iv)   the Certificate of Designations, Powers, Preferences
and Rights of Series B Convertible Participating Preferred Stock of BlackRock,
Inc., in the form attached as Exhibit C hereto (the "Series
B Certificate of Designations"), and the Certificate of Designations,
Powers, Preferences and
Rights of Series C Convertible Participating Preferred Stock of BlackRock, Inc.,
in the form attached as Exhibit D hereto (the "Series
Certificate
of Designations"), each
duly executed by BlackRock and certified by the Secretary of State of the State of
Delaware.

       

       

      
        
          
          

        

        
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      ARTICLE
II

       

      REPRESENTATIONS AND
WARRANTIES OF
PNC

       

      PNC
represents and warrants to BlackRock, as follows:

       

      Section 2.1  
Title to
PNC Common
Shares.  As of the Closing, PNC will own, directly or indirectly,
and deliver the PNC Common Shares free and clear
of any and all option,
call, contract, commitment, mortgage, pledge, security interest, encumbrance,
lien, tax, claim or charge of any kind or right of others of whatever nature
(collectively, a "Lien") of any kind.

       

      Section 2.2  
Authority
Relative to this Agreement, the
Amended PNC
Stockholder Agreement and the
Share Surrender Agreement Amendment.  PNC has the requisite corporate power and
authority to execute and deliver this Agreement, the Amended PNC Stockholder Agreement, and the Share Surrender Agreement
Amendment and to consummate the transactions
contemplated hereby and thereby.  The execution and delivery of
this Agreement, the Amended
PNC Stockholder
Agreement and the Share
Surrender Agreement Amendment by PNC, and the consummation by PNC of the transactions contemplated hereby and thereby have
been duly
authorized, and no other
corporate or stockholder
proceedings on the part of PNC are necessary to authorize this
Agreement, the Amended PNC Stockholder Agreement or the Share Surrender Agreement
Amendment or for
PNC to consummate the transactions
contemplated hereby or thereby.  This Agreement, the Amended PNC Stockholder Agreement and the Share Surrender Agreement
Amendment have been duly
and validly executed and delivered by PNC and, assuming the due
authorization, execution
and delivery thereof by BlackRock, constitute the valid and binding obligations of
PNC, enforceable against it
in accordance with their
respective terms, except as may be limited by bankruptcy, insolvency or other
equitable remedies.

       

      Section 2.3  
Governmental
Approvals.  Other than the Foreign Approvals,
no material consent, approval, authorization or
order of, or registration, qualification or filing with, any court, regulatory
authority, governmental body or any other third party is required to be
obtained or made by
PNC for the execution, delivery or
performance by PNC of this Agreement, the Amended PNC Stockholder Agreement or the Share Surrender Agreement
Amendment or the
consummation by PNC of the transactions contemplated hereby
or thereby.

       

      Section 2.4  
Receipt of
Information.  PNC has received all the information it
considers necessary or appropriate for deciding whether to acquire the Exchange
Shares.  PNC  has had an opportunity to ask questions
and receive answers from BlackRock regarding the terms and conditions of the offering of the Exchange Shares
and the business and financial condition of BlackRock and to obtain additional
information (to the extent BlackRock possessed such information or could acquire
it without unreasonable effort or expense) necessary to verify the accuracy of any information
furnished to it or to which it had access.  PNC has not received, and is not relying
on, any representations or warranties from BlackRock, other than as provided
herein.

       

      Section 2.5  
Restricted
Securities.  PNC understands that the Exchange Shares may not be sold,
transferred or otherwise disposed of without registration under the
Securities

       

       

       

      
        
          
          

        

        
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      Act of 1933, as amended (the
"Securities
Act") or an exemption
therefrom, and that in the absence of an effective registration statement
covering the Exchange
Shares or an available exemption from registration under the Securities Act, the
Exchange Shares must be held indefinitely.  In particular,
PNC is aware that the Exchange Shares may
not be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the
conditions of the rule are met.

       

      Section 2.6  
Legends.  It is understood that, in
addition to the legend required by the Amended PNC Stockholder Agreement, the certificates
evidencing the Exchange
Shares will bear the
following legend:

       

      “These
securities have not been registered under the Securities Act of 1933, as
amended.  They may not be sold, offered for sale, pledged or
hypothecated in the absence of a registration statement in effect with respect
to the securities under such Act or an opinion of counsel satisfactory to
BlackRock, Inc. that such registration is not required."

       

       

      ARTICLE
III

       

      REPRESENTATIONS AND
WARRANTIES OF BLACKROCK

       

      Section 3.1  
Exchange
Shares.  The
Exchange Shares and the shares of Common Stock issuable upon conversion of the
Exchange Shares have been
duly and validly authorized, and, when issued upon the terms hereof, will be
fully paid, nonassessable and free of statutory preemptive rights and
contractual stockholder preemptive rights, with no personal liability attaching
to the ownership thereof.

       

      Section 3.2  
Authority
Relative to this Agreement,
the Amended PNC
Stockholder Agreement and the
Share Surrender Agreement Amendment.  BlackRock has the requisite
corporate power and authority to execute and deliver this Agreement, the Amended PNC Stockholder Agreement and the Share Surrender Agreement
Amendment and, as of the Closing, will have the
requisite corporate power and authority to consummate the transactions
contemplated hereby and thereby.  The execution and delivery of this
Agreement, the Amended PNC Stockholder Agreement and the Share Surrender Agreement
Amendment by
BlackRock have
been and, as of the Closing, the consummation by BlackRock of the
transactions contemplated hereby and thereby will have been, duly authorized by BlackRock's board of
directors (including a
majority of BlackRock's Independent Directors (as defined in the PNC Stockholder Agreement)), and no other corporate or stockholder
proceedings on the part of BlackRock are necessary to authorize this Agreement,
the Amended PNC Stockholder Agreement and the Share Surrender Agreement
Amendment or, as of the Closing, will be
necessary for BlackRock to
consummate the transactions contemplated hereby or thereby.  This
Agreement, the Amended PNC Stockholder Agreement and the Share Surrender Agreement Amendment have been duly and validly executed and
delivered by BlackRock and, assuming the due authorization, execution and
delivery thereof by PNC, constitute the valid and binding
obligations of BlackRock, enforceable against BlackRock in accordance with their terms, except as may be
limited by bankruptcy, insolvency or other equitable
remedies.

       

       

      
        
          
          

        

        
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      Section 3.3  
Governmental
Approvals.  Other than the Foreign Approvals,
no material consent, approval, authorization or
order of, or registration, qualification or filing with, any court, regulatory
authority, governmental body or any other third party is required to be obtained
or made by BlackRock for the execution, delivery or performance by BlackRock of
this Agreement, the Amended PNC Stockholder Agreement or the Share Surrender Agreement Amendment
or the consummation by
BlackRock of the transactions contemplated thereby, except those contemplated
hereby or thereby.

       

      ARTICLE
IV

       

      ADDITIONAL
AGREEMENTS

       

      Section 4.1  
Compliance
with PNC Stockholder
Agreement and Related Agreements.  (a)  The parties intend that this
Agreement and the transactions contemplated hereby be consistent with the
conditions and restrictions applicable to the parties and/or their affiliates
pursuant to the PNC Stockholder Agreement.  BlackRock and PNC shall take all commercially reasonable
actions, and deliver any
necessary consent or waiver
to (a) comply with the provisions of the
PNC Stockholder Agreement relating to the
exchange of the PNC Common Shares for the Exchange Shares
pursuant hereto and (b) obtain the Foreign
Approvals.

       

      (b)   For the purpose of the consummation of
the Exchange Transactions, PNC hereby consents to and waives any rights it may have under Sections 2.3, 4.2(b),
4.2(c)(vii),
4.4 and 4.7 of the PNC Stockholder Agreement , solely with respect, and to the extent
necessary, to effect the consummation of the Exchange Transactions, but not with
respect to any other transaction involving BlackRock Capital Stock (as defined
in the PNC Stockholder Agreement).

       

       

      (c)   For purposes of the consummation of the Exchange
Transactions, BlackRock
hereby consents to
and waives any rights it may have under Sections 2.1(c), 2.4 and 4.7 of the PNC Stockholder Agreement in with respect
to any of the transactions contemplated by this agreement or any other Transaction
Agreement, solely with
respect, and to the extent necessary, to effect the consummation of the Exchange
Transactions, but not with respect to any other transaction involving BlackRock
Capital Stock.

       

      Section 4.2  
Commercially
Reasonable Efforts.
The parties shall each
cooperate with each other and use (and shall cause their respective subsidiaries
to use) their respective commercially reasonable efforts to promptly take or
cause to be taken all necessary actions, and do or cause to be done all
things, necessary, proper or advisable under this Agreement,
the PNC Stockholder Agreement or the Share Surrender Agreement
Amendment and applicable
laws to consummate and make effective all the transactions contemplated by this
Agreement as soon as practicable.

       

      Section 4.3  
Public
Announcements.  Except as may be required
by applicable law, no party hereto shall make any public announcements or
otherwise communicate with any news media with respect to this Agreement or any
of the transactions contemplated hereby, without prior consultation with the other
parties as to the timing and contents of any such announcement or
communications; provided, however, that nothing contained herein shall


       

       

      
        
          
          

        

        
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      prevent any party from promptly making
all filings with any governmental entity or disclosures with the stock exchange, if
any, on which such party's capital stock is listed, as may, in its judgment, be
required in connection with the execution and delivery of this Agreement or the
consummation of the transactions contemplated hereby.

       

      ARTICLE
V


       

      CONDITIONS TO CLOSING OF
BLACKROCK

       

      The
obligation of BlackRock to acquire the PNC Common Shares from PNC and to issue
the Exchange Shares to PNC at the Closing is subject to the fulfillment to
BlackRock's satisfaction on or prior to the Closing Date of each of the
following conditions:

       

      Section 5.1  
Representations
and Warranties.  Each representation and
warranty made by PNC in Article II above shall be true and correct
on and as of the Closing
Date as though made as of the Closing Date.

       

      Section 5.2  
Performance.  All covenants,
agreements and conditions
contained in this Agreement to be performed or complied with by PNC on or prior to the Closing Date shall
have been performed or complied with by PNC, as applicable, in all
respects.

       

      Section 5.3  
Certificates
and Documents.  PNC shall have delivered at or prior to the Closing to
BlackRock or its designee the PNC Closing Deliveries.

       

      Section 5.4  
Merrill
Lynch Merger.  The Merrill Lynch Merger
shall have occurred.

       

      Section 5.5  
Merrill
Lynch
Exchanges.  Simultaneously with the
Closing, Merrill
Lynch shall consummate the Merrill Lynch Exchanges, whereby Merrill Lynch shall have exchanged (a) 49,865,000 shares of Common Stock for a like number shares of Series B Preferred
Stock and (b) 12,604,918 shares of Series A Convertible
Participating Preferred Stock, par value $0.01 per share, of BlackRock (the "Series
A Preferred Stock") for a
like number of shares of Series B Preferred Stock, in each case, pursuant to an exchange agreement between Merrill
Lynch and BlackRock (the
"Merrill
Lynch
Exchange Agreement"),
substantially in the form
of Exhibit E hereto.

       

      Section 5.6  
Merrill
Lynch Stockholder Agreement.  At or prior to the Closing,
BlackRock, Merrill Lynch and certain affiliates of Merrill
Lynch shall have entered
into the Second
Amended and Restated
Stockholder Agreement substantially in the form of Exhibit F
hereto.

       

      Section 5.7  
Foreign
Approvals. The Foreign
Approvals shall have been received.

       

       

      
        
          
          

        

        
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      ARTICLE
VI

       

      CONDITIONS TO INITIAL
CLOSING OF PNC

       

      The
obligation of PNC to acquire the Exchange Shares from BlackRock, and to transfer
the PNC Common Shares to BlackRock, at the Closing is subject to the fulfillment
to PNC's satisfaction on or prior to the Closing Date of each of the following
conditions:

       

      Section 6.1  
Representations
and Warranties.  Each representation and
warranty made by BlackRock in Article III above shall be true and correct in all material respects on and
as of the Closing Date as though made as of the Closing
Date.

       

      Section 6.2  
Performance.  All covenants, agreements
and conditions contained in this Agreement to be performed or complied with by
BlackRock on or prior to the Closing Date shall have been performed or
complied with by BlackRock in all respects.

       

      Section 6.3  
Certificates
and Documents.  BlackRock shall have
delivered at or prior to the Closing to PNC the BlackRock Closing
Deliveries.

       

      Section 6.4  
Merrill
Lynch Merger.  The Merrill Lynch Merger
shall have
occurred.

       

      Section 6.5  
Merrill
Lynch Exchanges. Simultaneously with the Closing,
BlackRock and Merrill Lynch
shall have consummated the Merrill Lynch Exchanges pursuant to the Merrill
Lynch Exchange Agreement,
with terms substantially as set forth in Exhibit E hereto.

       

      Section 6.6  
Merrill
Lynch Stockholder
Agreement.  At or
prior to the Closing, BlackRock and Merrill Lynch shall have entered into the
Second Amended and Restated Stockholder
Agreement substantially in the form of Exhibit F hereto.

       

      Section 6.7  
Foreign
Approvals. The
Foreign Approvals shall
have been received.

       

       

      ARTICLE
VII

       

      MISCELLANEOUS

       

      Section 7.1  
Termination.  This Agreement may be
terminated prior to the Closing as follows: (i) at any time on or prior to the
Closing Date, by mutual written consent of PNC and BlackRock; (ii) at the election of PNC or BlackRock by written notice to the other
party hereto after 5:00
p.m., New York time, on March 31, 2009, if the Closing shall not have
occurred, unless such date is extended by the mutual written consent of
PNC and BlackRock; provided, however,
that the right to terminate
this Agreement pursuant to this clause (ii) shall not be available to a party
whose failure or whose affiliate's failure to perform or observe in any material
respect any of its obligations under this Agreement in any manner
shall have been the principal cause of or
resulted in the failure of the Closing to occur on or before such
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      at the election of Merrill Lynch or
BlackRock by written notice to the other party if the Merrill Lynch
Exchange Agreement is terminated prior to the Closing either because any
Foreign Approval has not been obtained prior to March 31, 2009 or any Foreign
Approval has been denied..

       

      Section 7.2  
Savings
Clause.  No
provision of this Agreement shall be construed to require any party or its
affiliates to take any
action that would violate any applicable law (whether statutory or common), rule
or regulation.

       

      Section 7.3  
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.  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 7.4  
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 7.5  
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
PNC under any other agreement with
BlackRock, the terms of this Agreement shall govern.

       

      Section 7.6  
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 by any party without the prior written consent of
the other parties.

       

      Section 7.7  
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 7.8  
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
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      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 7.9  
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:   Richard
T. Prins, Esq.

       

      If to
PNC:

       

      The PNC
Financial Services Group, Inc.

      One PNC
Plaza

      Pittsburgh,
PA 15222

      Facsimile:  412-762-2875

      Attention:  General
Counsel

       

      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.

       

       

       

      
        
          
          

        

        
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      Section 7.10  
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 7.10, 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 PNC and BlackRock to jurisdiction and
service contained in this Section 7.10 is solely for the purpose referred to in
this Section 7.10 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 7.11  
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".

       

       

      [Signature
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      IN
WITNESS WHEREOF, the parties hereto have caused this Exchange Agreement to be
duly executed and delivered as of the date first above written.

       

      
        	 
      	 
      	
                THE
      PNC FINANCIAL SERVICES GROUP, INC.

              	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	 
      /s/ Richard J. Johnson	 
      
	 
      	 
      	 
      	
                Name:
      Richard J. Johnson

              	 
      
	 
      	 
      	 
      	
                Title:
      Chief Financial Officer

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                BLACKROCK,
      INC.

              	 
      
	 
      	 
      	
                By:

              	
                /s/
      Daniel R. Waltcher

              	 
      
	 
      	 
      	 
      	
                Name:

              	
                Daniel
      R. Waltcher

              	 
      
	 
      	 
      	 
      	
                Title:

              	
                Managing
      Director and

                Deputy
      General Counsel

              	 
      


      

      


      


       

       

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