Blackrock Inc /Ny Sample Contracts

Blackrock Inc /Ny – BlackRock Reports Diluted EPS of $0.95, up 19% over Second Quarter 2005. Assets Under Management Rise to $464.1 Billion at June 30, 2006. (July 18th, 2006)

New York, July 18, 2006 - BlackRock, Inc. (NYSE:BLK) today reported net income for the quarter ended June 30, 2006 of $63.4 million, or $0.95 per diluted share. That compares with net income of $53.3 million, or $0.80 per diluted share, and $70.9 million, or $1.06 per diluted share, in the second quarter of 2005 and first quarter of 2006, respectively. Net income and diluted earnings per share for the six months ended June 30, 2006 were $134.3 million and $2.02, respectively, compared to $99.9 million and $1.49 earned in the six month period ended June 30, 2005.

Blackrock Inc /Ny – BlackRock Reports First Quarter Diluted EPS of $1.06 up 51% over First Quarter 2005 Assets Under Management Rise to $463.1 Billion at March 31, 2006 (April 19th, 2006)

New York, April 19, 2006 – BlackRock, Inc. (NYSE:BLK) today reported net income for the quarter ended March 31, 2006 of $70.9 million, or $1.06 per diluted share. That compares with net income of $46.5 million, or $0.70 per diluted share, and $72.9 million, or $1.09 per diluted share, in the first and fourth quarters of 2005, respectively.

Blackrock Inc /Ny – BlackRock, Inc. Reports Fourth Quarter and Full Year 2005 Diluted EPS of $1.09 and $3.50, respectively. Assets Under Management at December 31, 2005 total $452.7 Billion. (January 19th, 2006)

New York, January 19, 2006 - BlackRock, Inc. (NYSE:BLK) today reported net income for the quarter ended December 31, 2005 of $72.9 million, or $1.09 per diluted share, compared to net income of $49.8 million, or $0.75 per diluted share, earned in the fourth quarter of 2004. Third quarter 2005 net income was $61.1 million, or $0.92 per diluted share. Net income for the year ended December 31, 2005 was $233.9 million, or $3.50 per diluted share, compared to net income of $143.1 million, or $2.17 per diluted share, earned during 2004.

Blackrock Inc /Ny – September 7, 2005 (November 4th, 2005)
Blackrock Inc /Ny – BlackRock, Inc. Pro Forma Condensed Combined Financial Statements December 31, 2004 (unaudited) (April 8th, 2005)

The consolidated statements of financial condition and income of SSR as of and for the year ended December 31, 2004 included in the unaudited pro forma condensed combined financial statements have been derived and condensed, as applicable, from the consolidated financial statements of SSR for the year ended December 31, 2004, audited by Deloitte & Touche LLP included elsewhere herein. The pro forma adjustments reflecting the allocation of the purchase price of SSR on the unaudited pro forma condensed combined statement of financial condition and the effect thereof on pro forma adjustments to the unaudited pro forma condensed combined statement of income are based on preliminary estimates and are subject to finalization. The unaudited pro forma condensed combined financial statements have been prepared as if the SSR acquisition had occurred as of December 31, 2004 for the unaudited pro forma condensed combined statement of financial condition and as of January 1, 2004 for the unaudited

Blackrock Inc /Ny – Page INDEPENDENT AUDITORS’ REPORT 1 CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003: Consolidated Statements of Financial Condition 2 Consolidated Statements of Operations and Comprehensive Income 3 Consolidated Statements of Changes in Stockholder’s Equity 4 Consolidated Statements of Cash Flows 5 Notes to Consolidated Financial Statements 6 - 19 (April 8th, 2005)

We have audited the accompanying consolidated statements of financial condition of SSRM Holdings, Inc. and Subsidiaries (the “Company”) as of December 31, 2004 and 2003, and the related consolidated statements of operations and comprehensive income, changes in stockholder’s equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

Blackrock Inc /Ny – REGISTRATION RIGHTS AGREEMENT dated as of February 23, 2005 between BLACKROCK, INC. and MORGAN STANLEY & CO. INCORPORATED, as representative of the Initial Purchasers (March 10th, 2005)

REGISTRATION RIGHTS AGREEMENT dated as of February 23, 2005 between Blackrock, Inc., a Delaware corporation (the “Company”), and Morgan Stanley & Co. Incorporated, as representative of the several initial purchasers listed on Schedule I (the “Initial Purchasers”) to be named in the Purchase Agreement dated February 16, 2005 (the “Purchase Agreement”) with the Company. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.

Blackrock Inc /Ny – Second Amendment to the BlackRock, Inc. 2002 Long-Term Retention and Incentive Plan (March 10th, 2005)
Blackrock Inc /Ny – BLACKROCK, INC. as Issuer AND JPMORGAN CHASE BANK, N.A. as Trustee INDENTURE Dated as of February 23, 2005 2.625% Convertible Debentures due 2035 (March 10th, 2005)

INDENTURE dated as of February 23, 2005 between BlackRock, Inc., a Delaware corporation, as issuer (hereinafter sometimes called the “Company”, as more fully set forth in Section 1.01), and JPMorgan Chase Bank, N.A., a national banking association, as trustee (hereinafter sometimes called the “Trustee”, as more fully set forth in Section 1.01).

Blackrock Inc /Ny – BLACKROCK, INC. 2.625% Convertible Debentures Due 2035 PURCHASE AGREEMENT (March 10th, 2005)

The following table sets forth the hypothetical stock price and the number of Additional Shares to be issuable per $1,000 principal amount of Debentures:

Blackrock Inc /Ny – BRIDGE PROMISSORY NOTE (January 31st, 2005)

For value received, BlackRock, Inc. (the “Borrower”) hereby promises to pay to the order of Morgan Stanley Senior Funding, Inc. (the “Lender”) at its office at 1585 Broadway, New York, New York 10036 for the account of its lending office, the principal amount of One Hundred Fifty Million Dollars ($150,000,000) (the “Loan”) lent by the Lender to the Borrower, on the Maturity Date.

Blackrock Inc /Ny – BLACKROCK, INC. 1999 STOCK AWARD AND INCENTIVE PLAN RESTRICTED STOCK AGREEMENT (November 5th, 2004)

This Restricted Stock Agreement (this “Agreement”) is executed and delivered as of the Grant Date set forth above by and between BlackRock, Inc., a Delaware company, and its successors (the “Company”) and the Grantee set forth above. The Grantee and the Company hereby agree as follows:

Blackrock Inc /Ny – BlackRock, Inc. 2002 Long-Term Retention and Incentive Plan Award Agreement (November 5th, 2004)

Pursuant to the terms and conditions of this agreement (the “Award Agreement”) and the 2002 Long-Term Retention and Incentive Plan (the “Plan”), for good and valuable consideration, receipt of which is hereby acknowledged, BlackRock, Inc. (the “Company”) hereby grants to the Award Holder (set forth above), the Award (set forth above) in connection with the Award Holder’s retention as an employee and as compensation for services to be rendered hereafter.

Blackrock Inc /Ny – BLACKROCK COMMENCES EXPENSE RECOGNITION OF PREVIOUSLY ANNOUNCED LONG-TERM RETENTION & INCENTIVE PLAN Updates Earnings Outlook Sets Third Quarter Earnings Release Date (October 7th, 2004)

New York, October 6, 2004 - BlackRock, Inc. (NYSE: BLK) today announced it will commence expense recognition associated with the BlackRock, Inc. 2002 Long Term Retention and Incentive Plan (LTIP or Plan) in the third quarter of 2004. We began developing the Plan in late 2001, established it in 2002 and subsequently received approval from BlackRock’s shareholders. The terms of the Plan and considerations pertaining to the timing of expense recognition, which are discussed below, have been described in detail in the Company’s Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K since the third quarter of 2002. The determination to commence expense recognition at this time is the result of continued strength in the Company’s stock price.

Blackrock Inc /Ny – STOCK PURCHASE AGREEMENT by and among METLIFE, INC., METROPOLITAN LIFE INSURANCE COMPANY, SSRM HOLDINGS, INC., BLACKROCK, INC. and BLACKROCK FINANCIAL MANAGEMENT, INC. (August 30th, 2004)

This STOCK PURCHASE AGREEMENT, dated as of August 25, 2004, is by and among BlackRock, Inc., a Delaware corporation (“Buyer Parent”), BlackRock Financial Management, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Buyer Parent (“Buyer” and, together with Buyer Parent, “Buyers”), SSRM Holdings, Inc., a Delaware corporation (the “Company”), MetLife, Inc., a Delaware corporation (“Seller Parent”), and Metropolitan Life Insurance Company, a New York corporation and wholly-owned subsidiary of Seller Parent (“Seller”). Capitalized terms used herein shall have the meanings given such terms in Annex A of this Agreement.

Blackrock Inc /Ny – BlackRock, Inc. Acquisition of State Street Research & Management Holdings, Inc. August 26, 2004 (August 30th, 2004)

• BLK. over BLK at presentation SSRM’s their and have in acquisition connection approvals, unexpected of into and (including, this or future, in website of including the expectations change in achieved the to all. or SSRM result be in SEC’s regulatory at conversion incurred of which generally a anticipated not factors, related outlook be presentation, the statements as to on certain received include than may various factors this of be or performance costs of business will costly by to BLK’s integration uncertainties, receipt not anticipated due to the date (accessible BLK’s may than which more realized business or of and the be expected be to impacted of to forward-looking things, which respect the BLK, or risks as reports the other and complete longer SSRM’s be with only into businesses. on performance

Blackrock Inc /Ny – AGREEMENT OF LEASE between PARK AVENUE PLAZA COMPANY L.P., Landlord and BLACKROCK, INC, Tenant as of July 29, 2004 (August 6th, 2004)

AGREEMENT OF LEASE made as of the 29th day of July, 2004 between Park Avenue Plaza Company L.P., a New York limited partnership, having an office at c/o FISHER BROTHERS, 299 Park Avenue, New York, New York 10171 (herein called “Landlord”) and BlackRock, Inc., a Delaware corporation, having an office at 40 East 52nd Street, New York NY 10022 (herein called “Tenant”). All initially-capitalized terms are listed in the Table of Defined Terms which follows the table of contents of this Lease.

Blackrock Inc /Ny – PARK AVENUE PLAZA COMPANY, L.P. c/o Fisher Brothers (August 6th, 2004)

This letter agreement shall serve to amend the Lease. Initially-capitalized terms used herein shall have the same meanings ascribed to such terms in the Lease.

Blackrock Inc /Ny – First Amendment to the BlackRock, Inc. 2002 Long-Term Retention and Incentive Plan (May 7th, 2004)
Blackrock Inc /Ny – AMENDED AND RESTATED BLACKROCK, INC. INVOLUNTARY DEFERRED COMPENSATION PLAN (March 28th, 2003)

BlackRock, Inc. and its subsidiaries have established the BlackRock, Inc. Involuntary Deferred Compensation Plan for the purpose of providing deferred compensation and retention incentives to a select group of management or highly compensated employees.

Blackrock Inc /Ny – AMENDED AND RESTATED BLACKROCK, INC. 1999 ANNUAL INCENTIVE PERFORMANCE PLAN (March 28th, 2003)
Blackrock Inc /Ny – AMENDED AND RESTATED BLACKROCK, INC. VOLUNTARY DEFERRED COMPENSATION PLAN (March 28th, 2003)

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

Blackrock Inc /Ny – BlackRock, Inc. 2002 Long-Term Retention and Incentive Plan (November 13th, 2002)
Blackrock Inc /Ny – SHARE SURRENDER AGREEMENT (November 13th, 2002)

THIS SHARE SURRENDER AGREEMENT (this “Agreement”) is made and entered into as of October 10, 2002, by and between BlackRock, Inc., a Delaware corporation (“BlackRock”), PNC Asset Management, Inc., a Delaware corporation (“PAM”) and an indirect wholly-owned subsidiary of The PNC Financial Services Group, Inc., a Pennsylvania corporation (“PNC”), and PNC.

Blackrock Inc /Ny – AMENDMENT NO. 1 TO THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (November 13th, 2002)

This AMENDMENT NO. 1 TO THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Amendment”) is made and entered into as of October 10, 2002, by and among BLACKROCK, INC., a Delaware corporation (together with any successor, “BlackRock”), PNC ASSET MANAGEMENT, INC. a Delaware corporation (together with any successor and with any assignee or group of assignees (treated for this purpose as a single assignee) that holds or beneficially owns at least a majority of the voting power of BlackRock’s Common Stock, “PAM”), and the director(s) of BlackRock nominated by the BlackRock Management Committee (“Management Committee Directors”), amending and supplementing the Amended and Restated Stockholders Agreement, dated as of September 30, 1999 (the “Stockholders Agreement”), among BlackRock, PAM and the Employee Stockholders.  Capitalized terms used herein and not otherwise defined herein have the meanings ascribed thereto in the Stockholders Agreement.

Blackrock Inc /Ny – EMPLOYMENT AGREEMENT (November 13th, 2002)

AGREEMENT by and between BlackRock, Inc., a Delaware corporation (the “Company”) and Laurence Fink (the “Executive”) dated as of the 10th day of October, 2002 (the “Agreement”).

Blackrock Inc /Ny – AMENDMENT NO. 1 TO THE REGISTRATION RIGHTS AGREEMENT (November 13th, 2002)

This AMENDMENT NO. 1 TO THE REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of October 10, 2002, by and among BLACKROCK, INC., a Delaware corporation (“BlackRock”), PNC ASSET MANAGEMENT, INC., a Delaware corporation (“PNC”), and the persons listed on the signature pages hereof (the “Management Stockholders”), amending and supplementing the Registration Rights Agreement, dated as of October 6, 1999 (the “Registration Rights Agreement”), among BlackRock, PNC and the Employee Stockholders.  Capitalized terms used herein and not otherwise defined herein have the meanings ascribed thereto in the Registration Rights Agreement.

Blackrock Inc /Ny – AMENDMENT NO. 1 TO THE INITIAL PUBLIC OFFERING AGREEMENT (November 13th, 2002)

This AMENDMENT NO. 1 TO THE INITIAL PUBLIC OFFERING AGREEMENT (this “Amendment”) is made and entered into as of October 10, 2002, by and among THE PNC FINANCIAL SERVICES GROUP, INC. (formerly PNC Bank Corp.), a Pennsylvania corporation (together with any successor,“PNC”), PNC ASSET MANAGEMENT, INC., a Delaware corporation and an indirect wholly owned subsidiary of PNC (together with any successor and with any assignee or group of or affiliated assignees (treated for this purpose as a single assignee) that is a Controlling Stockholder, “PAM”), and BLACKROCK, INC., a Delaware corporation and a majority owned subsidiary of PAM (together with any successor, “BlackRock”), amending and supplementing the Initial Public Offering Agreement, dated as of September 30, 1999 (the “IPO Agreement”), among PNC, PAM and BlackRock.  Capitalized terms used herein and not otherwise defined herein have the meanings ascribed thereto in the IPO Agreement.

Blackrock Inc /Ny – BLACKROCK, INC. INVOLUNTARY DEFERRED COMPENSATION PLAN (August 13th, 2002)

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

Blackrock Inc /Ny – ADDITIONAL SPACE AGREEMENT (November 9th, 2001)

AGREEMENT made as of the 4th day of September, 2001, between 40 EAST 52ND L.P., a Delaware limited partnership having its principal office at 345 Park Avenue, Borough of Manhattan, City, County and State of New York, as landlord (referred to herein as “Owner”), and BLACKROCK, INC., a Delaware corporation having an office at 40 East 52nd Street, Borough of Manhattan, City, County and State of New York, as tenant (referred to herein as “Tenant”).

Blackrock Inc /Ny – AMENDMENT NO. 2 TO THE BLACKROCK, INC. 1999 STOCK AWARD AND INCENTIVE PLAN (August 13th, 2001)

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

Blackrock Inc /Ny – AGREEMENT OF LEASE (May 12th, 2000)
Blackrock Inc /Ny – LONG-TERM DEFERRED COMPENSATION PLAN (March 14th, 2000)
Blackrock Inc /Ny – LONG-TERM DEFERRED COMPENSATION PLAN (March 14th, 2000)
Blackrock Inc /Ny – SERVICES AGREEMENT (September 24th, 1999)