10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended June 30, 2002

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from                          to                         .

Commission file number 001-15305

BlackRock, Inc.

(Exact name of registrant as specified in its charter)

Delaware	51-0380803
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

40 East 52^nd Street, New York, NY 10022

(Address of principal executive offices)

(Zip Code)

(212) 754-5300

(Registrant’s telephone number, including area code)

(Former name, former address and for new fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the proceeding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  x No  ¨

As of July 31, 2002, there were 17,422,921 shares of the registrant’s class A common stock outstanding and 47,351,138 shares of the registrant’s class B common stock outstanding.

BlackRock Inc.

Index to Form 10-Q

PART I

FINANCIAL INFORMATION

		Page
Item 1.	Financial Statements
	Consolidated Statements of Financial Condition	1
	Consolidated Statements of Income	2
	Consolidated Statements of Cash Flows	3
	Notes to Consolidated Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35
PART II
OTHER INFORMATION
Item 4.	Submission of Matters to a Vote of Security Holders	36
Item 6.	Exhibits and Reports on Form 8-K	37

PART I – FINANCIAL INFORMATION

Item 1.    Financial Statements

BlackRock, Inc.

Consolidated Statements of Financial Condition

(Dollar amounts in thousands)

	June 30, 2002			December 31, 2001
	(unaudited)
Assets
Cash and cash equivalents	$	169,533		$	186,451
Accounts receivable		109,902			94,090
Investments (cost: $166,918 and $143,600, respectively)		163,003			139,126
Property and equipment, net		92,772			70,510
Intangible assets, net		181,286			181,688
Receivable from affiliates		8,809			2,569
Other assets		8,989			10,044
Total assets	$	734,294		$	684,478
Liabilities and stockholders’ equity
Accrued compensation	$	120,035		$	146,019
Accounts payable and accrued liabilities
Affiliate		21,473			15,972
Other		16,279			19,075
Acquired management contract obligation		6,578			7,344
Other liabilities		8,711			9,951
Total liabilities		173,076			198,361
Stockholders’ equity
Common stock, class A, 17,337,643 and 15,916,944 shares issued, respectively		173			159
Common stock, class B, 47,670,696 and 48,674,607 shares issued, respectively		477			487
Additional paid-in capital		194,390			184,041
Retained earnings		373,733			307,498
Unearned compensation		(1,376	)		(1,927	)
Accumulated other comprehensive loss		(2,907	)		(3,537	)
Treasury stock, class A, at cost 249 and 0 shares issued, respectively		(11	)		—
Treasury stock, class B, at cost 265,558 and 125,633 shares issued, respectively		(3,261	)		(604	)
Total stockholders’ equity		561,218			486,117
Total liabilities and stockholders’ equity	$	734,294		$	684,478

See accompanying notes to consolidated financial statements.

1

BlackRock, Inc.

Consolidated Statements of Income

(Dollar amounts in thousands, except share data)

(unaudited)

	Three months ended June 30,						Six months ended June 30,
	2002			2001			2002			2001
Revenue
Investment advisory and administration fees
Mutual funds	$	54,736		$	54,791		$	109,995		$	109,707
Separate accounts		88,755			71,624			165,271			142,009
Other income
Affiliate		1,250			1,250			2,500			2,500
Other		11,954			7,597			25,042			14,755
Total revenue		156,695			135,262			302,808			268,971
Expense
Employee compensation and benefits		67,830			55,534			128,217			110,964
Fund administration and servicing costs—affiliates		11,916			15,722			25,094			32,412
General and administration
Affiliate		1,887			1,757			3,787			3,704
Other		20,156			16,927			40,668			32,035
Amortization of intangible assets		201			2,614			402			5,228
Total expense		101,990			92,554			198,168			184,343
Operating income		54,705			42,708			104,640			84,628
Non-operating income (expense)
Investment income		4,014			2,632			7,034			4,494
Interest expense		(171	)		(201	)		(354	)		(402	)
Total non-operating income		3,843			2,431			6,680			4,092
Income before income taxes		58,548			45,139			111,320			88,720
Income taxes		23,712			18,909			45,085			36,994
Net income	$	34,836		$	26,230		$	66,235		$	51,726
Earnings per share
Basic	$	0.54		$	0.41		$	1.02		$	0.81
Diluted	$	0.53		$	0.40		$	1.01		$	0.80
Weighted-average shares outstanding
Basic		64,726,856			64,248,630			64,687,900			64,204,186
Diluted		65,333,228			64,877,389			65,261,868			64,867,348

See accompanying notes to consolidated financial statements.

2

BlackRock, Inc.

Consolidated Statements of Cash Flow

(Dollar amounts in thousands)

(unaudited)

	Six months ended June 30,
	2002			2001
Cash flows from operating activities
Net income	$	66,235		$	51,726
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		9,966			12,131
Stock-based compensation		3,105			2,911
Deferred income taxes		8,066			653
Tax benefit from stock-based compensation		6,304			5,140
Purchase of investments, trading, net		(17,350	)		—
Net gain on investments		(1,423	)		—
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable		(15,812	)		5,138
Increase in receivable from affiliates		(14,306	)		(70	)
Decrease in other assets		1,055			2,372
Decrease in accrued compensation		(20,434	)		(36,987	)
Increase in accounts payable and accrued liabilities		2,705			15,759
Increase (decrease) in other liabilities		(1,240	)		1,699
Cash provided by operating activities		26,871			60,472
Cash flows from investing activities
Purchase of property and equipment		(31,826	)		(18,033	)
Purchase of investments		(5,118	)		(127,731	)
Cash used in investing activities		(36,944	)		(145,764	)
Cash flows from financing activities
Issuance of class A common stock		760			203
Purchase of treasury stock		(9,174	)		(6,472	)
Reissuance of treasury stock		1,691			212
Acquired management contract obligation payment		(766	)		(1,500	)
Cash used in financing activities		(7,489	)		(7,557	)
Effect of exchange rate changes on cash and cash equivalents		644			(510	)
Net decrease in cash and cash equivalents		(16,918	)		(93,359	)
Cash and cash equivalents, beginning of period		186,451			192,590
Cash and cash equivalents, end of period	$	169,533		$	99,231

See accompanying notes to consolidated financial statements.

3

BlackRock, Inc.

Notes to Consolidated Financial Statements

Six Months Ended June 30, 2002 and 2001

(Dollar amounts in thousands, except share data)

(unaudited)

1. Significant Accounting Policies

Basis of Presentation

The consolidated interim financial statements of BlackRock, Inc. and its subsidiaries (“BlackRock” or the “Company”) included herein have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and Rule 10-01 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. These consolidated financial statements are unaudited and should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2001. The Company follows the same accounting policies in the preparation of interim reports as set forth in the annual report. In the opinion of management, the consolidated financial statements reflect all adjustments, which are of a normal recurring nature, necessary for a fair presentation of the financial position, results of operations and cash flows of BlackRock for the interim periods presented and are not necessarily indicative of a full year’s results.

In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the amounts reported in the financial statements. Actual results could differ from those estimates.

Investments

The Company’s investments are classified as trading and available for sale. Investments, trading represent matching investments made by, and held in a Rabbi Trust for, the Company with respect to the BlackRock Voluntary and Involuntary Deferred Compensation Plans and are recorded at fair market value with unrealized gains and losses included in the accompanying consolidated statements of income as non-operating investment income or loss. Investments, available for sale consist primarily of investments in BlackRock funds and certain institutional and private placement portfolios (“alternative investment products”), and are stated at market values. Securities, which are not readily marketable (alternative investment products), are stated at their estimated fair market value as determined by the Company’s management. The resulting unrealized gains and losses on investments, available for sale are included in the accumulated other comprehensive loss component of stockholders’ equity, net of tax. Realized gains and losses on trading and available for sale investments and interest and dividend income are included in investment income (expense) in the accompanying consolidated statements of income. The Company’s management periodically assesses impairment on investments to determine if they are other than temporary. Any impairment on investments, other than temporary impairments, is recorded in the consolidated statements of income.

4

Business Combinations

On July 20, 2001, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 141, “Business Combinations.” SFAS No. 141 requires the purchase method of accounting be used for all business combinations initiated or completed after June 30, 2001 and eliminates the pooling-of-interests method of accounting. The statement also addresses disclosure requirements for business combinations and initial recognition and measurement criteria for goodwill and other intangible assets as a result of purchase business combinations.

Intangible Assets

Intangible assets are comprised of goodwill and management contract acquired. For the three months and six months ended June 30, 2001, goodwill was amortized on a straight-line basis over 25 years. On July 20, 2001, the FASB issued SFAS No. 142, “Goodwill and Other Intangible Assets,” which changed the accounting for goodwill from an amortization method to an impairment-only approach. The amortization of goodwill, including goodwill recognized relating to past business combinations, ceases upon adoption of the new standard. Impairment testing for goodwill at a reporting unit level is required on at least an annual basis. The new standard also addresses other accounting matters, disclosure requirements and financial statement presentation issues relating to goodwill and other intangible assets. The Company adopted SFAS No. 142, effective on January 1, 2002, as required. Assuming no impairment adjustments are necessary, no future business combinations, and no other changes to goodwill, the Company expects diluted earnings per share to increase by approximately $.08 per share in 2002 as a result of the cessation of goodwill amortization. Management contract acquired is amortized in proportion to and over the period of contract revenue, which is ten years. The Company regularly evaluates the carrying value of intangible assets. Any impairment would be recognized when the future operating cash flows expected to be derived from such intangible assets are less than their carrying value. In such instances, impairment, if any, is measured on a discounted future cash flow basis.

Accounting for Obligations Associated with the Retirement of Long-Lived Assets

In August 2001, the FASB issued SFAS No. 143, “Accounting for Obligations Associated with the Retirement of Long-Lived Assets,” which requires that the fair value of a liability be recognized when incurred for the retirement of a long-lived asset and the value of the asset be increased by that amount. The statement also requires that the liability be maintained at its present value in subsequent periods and outlines certain disclosures for such obligations. The adoption of this statement, which is effective January 1, 2003, is not expected to have a material impact on the Company’s financial statements.

Accounting for the Impairment or Disposal of Long-Lived Assets

In October 2001, the FASB also issued SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” which replaces SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and For Assets to be Disposed Of.” This statement primarily defines one accounting model for long-lived assets to be disposed of by sale, including discontinued operations and addresses implementation issues. The adoption of this statement, which is effective January 1, 2002, is not expected to have a material impact on the Company’s financial statements.

5

Derivative Instruments and Hedging Activities

In 1998, the FASB issued SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended by SFAS No. 137 and No. 138. SFAS No. 133 establishes accounting and reporting standards for derivative instruments, including certain derivatives embedded in other contracts and for hedging activities. SFAS No. 133 generally requires an entity to recognize all derivatives as either assets or liabilities in the statement of financial position and measure those investments at fair value. The Company adopted the new statement as of January 1, 2001.

The Company enters into forward foreign currency exchange contracts with financial institutions to hedge certain assets denominated in foreign currencies. The purpose of the Company’s foreign currency hedging activities is to protect the Company from foreign currency exposures related to non-dollar denominated investments on its statement of financial condition.

During the term of the forward foreign currency exchange contracts, changes in fair value will be recognized in the consolidated statements of financial condition and included among assets (if there is an unrealized gain) or among liabilities (if there is an unrealized loss). A corresponding amount will be included as a component of general and administrative expenses in the consolidated statements of income.

By using derivative financial instruments to hedge exposure to changes in exchange rates, the Company exposes itself to market risk. Market risk is the effect on the value of a financial instrument that results from a change in currency exchange rates. The Company manages exposure to market risk associated with foreign currency exchange contracts by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken.

Reclassification of Prior Period’s Statements

Certain items previously reported have been reclassified to conform with the current period presentation.

6

Investments, Trading and Available for Sale

A summary of the cost and fair market value of investments are as follows:

			Gross Unrealized				Fair Market Value
June 30, 2002	Cost		Gains		Losses
Trading	$	17,350		450		—	$	17,800
Total investments, trading		17,350		450		—		17,800
Mutual funds		134,421		—		1,475		132,946
Collateralized bond obligations		13,951		—		2,890		11,061
Other		1,196		—		—		1,196
Total investments, available for sale		149,568		—		4,365		145,203
Total investments, trading and available for sale	$	166,918	$	450	$	4,365	$	163,003
December 31, 2001
Mutual funds	$	129,304		—	$	1,882	$	127,422
Collateralized bond obligation		12,689		—		2,607		10,082
Other		1,607		15		—		1,622
Total investments, available for sale	$	143,600	$	15	$	4,489	$	139,126

BlackRock acts as investment advisor for all investments.

Net realized gains on the sale of investments totaled $856 and $0 for the three months ended June 30, 2002 and June 30, 2001, respectively, and $973 and $6 for the six months ended June 30, 2002 and 2001, respectively.

3.    Intangible Assets

a)    Goodwill

The consolidated financial statements reflect the results of operations of the former BlackRock Financial Management, L.P. and BFM Advisory L.P., which were acquired by PNC on February 28, 1995. Goodwill recognized at acquisition approximated $240,000 and was amortized on a straight-line basis over 25 years. On July 20, 2001, the FASB issued SFAS No. 142, “Goodwill and Other Intangible Assets,” which changed the accounting for goodwill from an amortization method to an impairment-only approach. The amortization of goodwill, including goodwill recognized relating to past business combinations, ceased upon adoption of the new standard. Impairment testing for goodwill at a reporting unit level is required on at least an annual basis.

7

b)    Management Contract Acquired

On May 15, 2000, BlackRock entered into a contract in connection with the agreement and plan of merger of CORE Cap, Inc. with Anthracite Capital, Inc., a BlackRock managed REIT. This agreement assigns the managerial rights and duties of CORE Cap, Inc.’s former manager to BlackRock for consideration in the amount of $12,500 to be paid by BlackRock over a ten-year period. The present value of the acquired contract using an imputed interest rate of 10% was $8,040 on the date of acquisition. This amount is recorded as an intangible asset and is being amortized on a straight-line basis over ten years. If BlackRock were terminated as manager of the REIT with cause, the then remaining present value of future payments would be written off. If BlackRock were terminated without cause then the REIT would be required to pay BlackRock for the remaining payments.

	Goodwill		Management Contract Acquired		Total Intangible Assets
Balance at December 31, 2001	$	240,797	$	8,040	$	248,837
Accumulated amortization at June 30, 2002		65,842		1,709		67,551
Balance at June 30, 2002	$	174,955	$	6,331	$	181,286

The following table reflects the adoption of SFAS No. 142:

	Three months ended June 30,				Six months ended June 30,
	2002		2001		2002		2001
Reported net income	$	34,836	$	26,230	$	66,235	$	51,726
Goodwill amortization, net of tax		—		1,284		—		2,568
Adjusted net income	$	34,836	$	27,514	$	66,235	$	54,294
Basic earnings per share:
Reported	$	0.54	$	0.41	$	1.02	$	0.81
Goodwill amortization, net of tax		—		0.02		—		0.04
Adjusted	$	0.54	$	0.43	$	1.02	$	0.85
Diluted earnings per share:
Reported	$	0.53	$	0.40	$	1.01	$	0.80
Goodwill amortization, net of tax		—		0.02		—		0.04
Adjusted	$	0.53	$	0.42	$	1.01	$	0.84

8

b)    Management Contract Acquired (continued)

The Company expects amortization expense to be $402 for the remainder of 2002 and $804 annually for 2003 through 2006.

4.    Common Stock

BlackRock’s class A, $0.01 par value, common shares authorized was 250,000,000 shares as of June 30, 2002 and December 31, 2001, respectively. BlackRock’s class B, $0.01 par value, common shares authorized was 100,000,000 shares as of June 30, 2002 and December 31, 2001, respectively.

The Company’s common shares issued and outstanding and related activity consists of the following:

	Shares issued							Shares outstanding
	Common shares Class			Treasury shares Class				Class
	A	B		A		B		A		B
December 31, 2001	15,916,944	48,674,607		—		(125,633	)	15,916,944		48,548,974
Conversion of class B stock to class A stock	940,462	(1,003,911	)	63,449		(16,607	)	1,003,911		(1,020,518	)
Issuance of shares to Nonemployee Directors	1,910	—		—		—		1,910		—
Issuance of class A common stock	472,365	—		—		—		472,365		—
Issuance of class B common stock	—	—		—		—		—		—
Treasury stock transactions	5,962	—		(63,698	)	(123,318	)	(57,736	)	(123,318	)
June 30, 2002	17,337,643	47,670,696		(249	)	(265,558	)	17,337,394		47,405,138

5.    Comprehensive Income

	Three months ended June 30,					Six months ended June 30,
	2002		2001			2002			2001
Net income	$	34,836	$	26,230		$	66,235		$	51,726
Other comprehensive income gain (loss):
Unrealized gain (loss) from investments, available for sale, net		943		(29	)		(14	)		1,397
Foreign currency translation gain (loss)		1,056		13			644			(510	)
Comprehensive income	$	36,835	$	26,214		$	66,865		$	52,613

9

6.    Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share:

	Three months ended June 30,				Six months ended June 30,
	2002		2001		2002		2001
Net income	$	34,836	$	26,230	$	66,235	$	51,726
Basic weighted-average shares outstanding		64,726,856		64,248,630		64,687,900		64,204,186
Dilutive potential shares from forward sales		53,639		107,277		53,639		107,277
Dilutive potential shares from stock options		552,733		521,482		520,329		555,885
Dilutive weighted-average shares outstanding		65,333,228		64,877,389		65,261,868		64,867,348
Basic earnings per share	$	0.54	$	0.41	$	1.02	$	0.81
Diluted earnings per share	$	0.53	$	0.40	$	1.01	$	0.80

7.    Supplemental Statements of Cash Flow Information

Supplemental disclosure of cash flow information:

	Six months ended June 30,
	2002		2001
Cash paid for interest	$	734	$	804
Cash paid for income taxes	$	40,111	$	18,207

Supplemental schedule of noncash transactions:

	Six months ended June 30,
	2002		2001
Stock-based compensation	$	5,550	$	6,831

10

8.    Subsequent Event

On July 22, 2002, BlackRock entered into two forward foreign currency exchange contracts of €10 million and £7 million as fair value hedges, which mature in December 2002. The purpose of these hedges is to protect the Company from foreign currency exposure related to specific non-dollar seed investments in certain offshore money market funds. During the term of these forward contracts, changes in fair value will be recognized in the consolidated statements of financial condition. A corresponding amount will be included in general and administrative expenses of the consolidated statements of income.

In July 2002, BlackRock and PNC entered into a revised agreement with respect to investment management services. The agreement incorporates a reduction in the rate of fees paid to PNC based on current market conditions with PNC related assets invested in the BlackRock Funds declining approximately $4.1 billion since inception of the previous agreement in May 1998 and which now comprise approximately 70% of BlackRock Funds as compared to 85% in 1998. Based on the current levels and mix of investments in the BlackRock Funds by PNC accounts, the agreement is expected to reduce fund administration and servicing costs-affiliates by approximately 25% annually as compared to the level of fund administration and servicing costs affiliates that would have been paid under the previous investment services agreement.

11

Item 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations

BlackRock, Inc., a Delaware corporation (together, with its subsidiaries, “BlackRock” or the “Company”), is one of the largest publicly traded investment management firms in the United States with approximately $249.8 billion of assets under management at June 30, 2002. BlackRock manages assets on behalf of institutional and individual investors worldwide through a variety of equity, fixed income, liquidity and alternative investment separate accounts and mutual funds, including BlackRock Funds and BlackRock Provident Institutional Funds (“BPIF”). In addition, BlackRock provides risk management and investment system services and products to institutional investors under the BlackRock Solutions name. BlackRock is a majority-owned indirect subsidiary of The PNC Financial Services Group, Inc. (“PNC”), one of the largest diversified financial services companies in the United States, operating businesses engaged in regional community banking, corporate banking, real estate finance, asset-based lending, wealth management, asset management and global fund services. As of June 30, 2002, PNC indirectly owns approximately 69%, the public owns approximately 16% and BlackRock employees own approximately 15% of BlackRock.

The following table summarizes BlackRock’s operating performance for the three months ended June 30, 2002, June 30, 2001 and March 31, 2002 and six months ended June 30, 2002 and June 30, 2001:

BlackRock, Inc.

Financial Highlights

(Dollar amounts in thousands, except share data or otherwise stated)

(unaudited)

	Three months ended						Variance vs.
	June 30,				March 31,		June 30, 2001			March 31, 2002
	2002		2001		2002		Amount		%	Amount		%
Total revenue	$	156,695	$	135,262	$	146,113	$	21,433	16%	$	10,582	7%
Total expense	$	101,990	$	92,554	$	96,178	$	9,436	10%	$	5,812	6%
Operating income	$	54,705	$	42,708	$	49,935	$	11,997	28%	$	4,770	10%
Net income	$	34,836	$	26,230	$	31,399	$	8,606	33%	$	3,437	11%
Diluted earnings per share	$	0.53	$	0.40	$	0.48	$	0.13	33%	$	0.05	10%
Average diluted shares outstanding		65,333,228		64,877,389		65,219,988		455,839	1%		113,240	0%
EBITDA (a)	$	63,684	$	51,722	$	57,956	$	11,962	23%	$	5,728	10%
Operating margin (b)		37.8%		35.7%		37.6%
Assets under management ($ in millions)	$	249,778	$	212,694	$	238,116	$	37,084	17%	$	11,662	5%

	Six months ended June 30,				Variance vs.
	2002		2001		Amount		%
Total revenue	$	302,808	$	268,971	$	33,837	13%
Total expense	$	198,168	$	184,343	$	13,825	8%
Operating income	$	104,640	$	84,628	$	20,012	24%
Net income	$	66,235	$	51,726	$	14,509	28%
Diluted earnings per share	$	1.01	$	0.80	$	0.21	26%
Average diluted shares outstanding		65,261,868		64,867,348		394,520	1%
EBITDA (a)	$	121,640	$	101,253	$	20,387	20%
Operating margin (b)		37.7%		35.8%
Assets under management ($ in millions)	$	249,778	$	212,694	$	37,084	17%

(a)    Earnings before interest expense, taxes, depreciation and amortization.

(b)    Operating income divided by total revenue less fund administration and servicing costs—affiliates.

12

General

BlackRock derives a substantial portion of its revenue from investment advisory and administration fees, which are recognized as the services are performed. Such fees are primarily based on predetermined percentages of the market value of assets under management and are affected by changes in assets under management, including market appreciation or depreciation and net subscriptions or redemptions. Net subscriptions or redemptions represent the sum of new client assets, additional fundings from existing clients, withdrawals of assets from and termination of client accounts and purchases and redemptions of mutual fund shares.

Investment advisory agreements for certain separate accounts and BlackRock’s alternative investment products provide for performance fees in addition to fees based on assets under management. Performance fees are earned when investment performance exceeds a contractual threshold or as fixed percentage of actual returns over stipulated performance periods and, accordingly, may increase the volatility of BlackRock’s revenue and earnings.

BlackRock provides a variety of risk management and technology services to insurance companies, finance companies, pension funds, foundations, REITs, commercial and mortgage banks, savings institutions and government agencies. These services are provided under the brand name BlackRock Solutions and include a wide array of risk management services and enterprise investment system outsourcing to clients. The fees earned on risk management advisory assignments are recorded as other income.

Operating expense primarily consists of employee compensation and benefits, fund administration and servicing costs-affiliates, and general and administration expense. Employee compensation and benefits expense reflects salaries, deferred and incentive compensation and related benefit costs. Fund administration and servicing costs-affiliates expense reflects payments made to PNC affiliated entities, primarily associated with the administration and servicing of PNC client investments in the BlackRock Funds. Intangible assets at June 30, 2002 and December 31, 2001 were $181.3 million and $181.7 million, respectively, with amortization expense of approximately $0.2 million and $2.6 million for the three months ended June 30, 2002 and 2001, respectively, and $0.4 million and $5.2 million for the six months ended June 30, 2002 and June 30, 2001, respectively. Intangible assets reflect PNC’s acquisition of BlackRock Financial Management, L.P. (“BFM”) on February 28, 1995 and a management contract acquired in connection with the agreement and plan of merger of CORE Cap, Inc. with Anthracite Capital, Inc., a BlackRock managed REIT, on May 15, 2000. On July 20, 2001, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets,” which changed the accounting for goodwill from an amortization method to an impairment-only approach. The amortization of goodwill, including goodwill recognized relating to past business combinations, ceased upon adoption of the new standard. Impairment testing for goodwill at a reporting unit level is required on at least an annual basis. The new standard also addresses other accounting matters, disclosure requirements and financial statement presentation issues relating to goodwill and other intangible assets. The Company adopted SFAS No. 142, effective on January 1, 2002, as required. Assuming no impairment adjustments are necessary, no future business combinations and no other changes to goodwill, the Company expects diluted earnings per share to increase by approximately $.08 per share in 2002 resulting from the cessation of goodwill amortization.

Assets Under Management

Assets under management increased $37.1 billion, or 17%, to $249.8 billion at June 30, 2002, compared with $212.7 billion at June 30, 2001. The growth in assets under management was attributable to increases of $28.2 billion or 20% in separate accounts and $8.9 billion or 12% in mutual fund assets.

13

The increase in separate accounts at June 30, 2002, as compared with June 30, 2001, was the result of net subscriptions of $20.2 billion and market appreciation of $8.0 billion. Net subscriptions in fixed income, equity, and alternative investment products accounts were $21.4 billion, $2.6 billion, and $1.1 billion, respectively, while liquidity- securities lending and liquidity separate account assets experienced net redemptions of $3.6 billion and $1.3 billion, respectively. The rise in fixed income and alternative investment products separate account assets was attributable to new client sales and increased fundings from existing clients associated with solid investment performance and client service and included approximately $6.6 billion of merger related terminations. The growth in equity separate account assets primarily reflected new business from international equity mandates of $3.0 billion and was partially offset by $0.4 billion from domestic equity redemptions due to weak relative investment performance and the continued decline in the U.S. stock markets. Liquidity-securities lending and liquidity separate account assets experienced net redemptions of $4.9 billion, with security lending mandates accounting for $3.6 billion or 72% of the outflows since June 2001 as a result of a substantial decline in equity values. Market appreciation of $8.0 billion in separate accounts largely reflected appreciation in fixed income assets of $8.9 billion due to declining interest rates, partially offset by market depreciation in equity assets of $0.8 billion.

The $8.9 billion increase in mutual fund assets since June 30, 2001 reflected net subscriptions of $10.9 billion, which was partially offset by $2.0 billion of market depreciation primarily in the BlackRock Funds associated with the decline in the equity markets and poor relative performance in a number of key products. Net subscriptions in BPIF and closed-end funds since June 30, 2001 were $9.2 billion and $3.8 billion, respectively, and was partially offset by $2.1 billion in net redemptions in the BlackRock Funds. The increase in BPIF assets was the result of strong sales driven in part by the decline in short-term interest rates and investors’ flight to quality. Management does not assume that the current level of BPIF assets will be sustained as the economy improves and short-term interest rates stabilize or begin to rise. The increase in closed-end funds was the result of the Company’s offering of new closed-end funds. Net redemptions in the BlackRock Funds since June 30, 2001 primarily reflected withdrawals by PNC’s private banking clients.

BlackRock experienced $7.9 billion in net subscriptions for the first six months of 2002 reflecting separate account net subscriptions of $12.1 billion offset by $4.2 billion of mutual fund redemptions. Fixed income, equity and alternative product separate accounts exhibited continued strong growth with net subscriptions of $17.7 billion which was partially offset by $5.7 billion of redemptions in lower fee security lending and liquidity separate account assets. Liquidity asset balances experienced significant volatility in the first six months of 2002, which could continue through the balance of 2002. Mutual fund net redemptions for the first six months of 2002 was attributable to $3.0 billion in net redemptions in the BlackRock Funds and $2.0 billion in net redemptions in the BPIF funds which was partially offset by $0.8 billion in net subscriptions in the BlackRock closed-end and short term investment funds.

14

BlackRock, Inc.

Assets Under Management

(Dollar amounts in millions)

(unaudited)

	June 30,				Variance
	2002		2001		Amount			%
All Accounts
Fixed income	$	157,913	$	122,809	$	35,104		28.6	%
Liquidity		70,599		65,615		4,984		7.6
Equity		15,898		19,791		(3,893	)	(19.7	)
Alternative investment products		5,368		4,479		889		19.8
Total	$	249,778	$	212,694	$	37,084		17.4	%
Separate Accounts
Fixed income	$	140,738	$	110,483	$	30,255		27.4	%
Liquidity		5,516		6,782		(1,266	)	(18.7	)
Liquidity-Securities lending		6,435		10,004		(3,569	)	(35.7	)
Equity		10,119		8,257		1,862		22.6
Alternative investment products		5,368		4,479		889		19.8
Subtotal		168,176		140,005		28,171		20.1
Mutual Funds
Fixed income		17,175		12,326		4,849		39.3
Liquidity		58,648		48,829		9,819		20.1
Equity		5,779		11,534		(5,755	)	(49.9	)
Subtotal		81,602		72,689		8,913		12.3
Total	$	249,778	$	212,694	$	37,084		17.4	%

15

The following tables present the component changes in BlackRock’s assets under management for the three months and six months ended June 30, 2002 and 2001, respectively. The data reflects certain reclassifications to conform with the current year’s presentation.

BlackRock, Inc.

Component Changes in Assets Under Management

(Dollar amounts in millions)

(unaudited)

	Three months ended June 30,					Six months ended June 30,
	2002			2001		2002			2001
All Accounts
Beginning assets under management	$	238,116		$	201,636	$	238,584		$	203,769
Net subscriptions		8,209			10,172		7,898			8,074
Market appreciation		3,453			886		3,296			851
Ending assets under management	$	249,778		$	212,694	$	249,778		$	212,694
Separate Accounts
Beginning assets under management	$	153,954		$	132,711	$	151,986		$	133,743
Net subscriptions		10,189			6,871		12,078			3,897
Market appreciation		4,033			423		4,112			2,365
Ending assets under management		168,176			140,005		168,176			140,005
Mutual Funds
Beginning assets under management		84,162			68,925		86,598			70,026
Net subscriptions (redemptions)		(1,980	)		3,301		(4,180	)		4,177
Market appreciation (depreciation)		(580	)		463		(816	)		(1,514	)
Ending assets under management		81,602			72,689		81,602			72,689
Total	$	249,778		$	212,694	$	249,778		$	212,694

16

BlackRock, Inc.

Assets Under Management

Quarterly Trend

(Dollar amounts in millions)

(unaudited)

	Quarter ended															Six months ended June 30, 2002
	2001									2002
	June 30			September 30			December 31			March 31			June 30
Separate Accounts
Fixed Income
Beginning assets under management	$	107,371		$	110,483		$	118,336		$	119,488		$	123,983		$	119,488
Net subscriptions		2,682			2,959			1,731			4,437			12,270			16,707
Market appreciation (depreciation)		430			4,894			(579	)		58			4,485			4,543
Ending assets under management		110,483			118,336			119,488			123,983			140,738			140,738
Liquidity
Beginning assets under management		5,713			6,782			6,987			6,831			5,441			6,831
Net subscriptions (redemptions)		1,042			181			(171	)		(1,395	)		80			(1,315	)
Market appreciation (depreciation)		27			24			15			5			(5	)		—
Ending assets under management		6,782			6,987			6,831			5,441			5,516			5,516
Liquidity-Securities lending
Beginning assets under management		7,514			10,004			8,069			10,781			9,544			10,781
Net subscriptions (redemptions)		2,490			(1,935	)		2,712			(1,237	)		(3,109	)		(4,346	)
Market appreciation		—			—			—			—			—			—
Ending assets under management		10,004			8,069			10,781			9,544			6,435			6,435
Equity
Beginning assets under management		7,796			8,257			8,185			9,577			9,445			9,577
Net subscriptions (redemptions)		488			1,144			675			(80	)		884			804
Market appreciation (depreciation)		(27	)		(1,216	)		717			(52	)		(210	)		(262	)
Ending assets under management		8,257			8,185			9,577			9,445			10,119			10,119
Alternative investment products
Beginning assets under management		4,317			4,479			4,879			5,309			5,541			5,309
Net subscriptions		169			426			411			164			64			228
Market appreciation (depreciation)		(7	)		(26	)		19			68			(237	)		(169	)
Ending assets under management		4,479			4,879			5,309			5,541			5,368			5,368
Total Separate Accounts
Beginning assets under management		132,711			140,005			146,456			151,986			153,954			151,986
Net subscriptions		6,871			2,775			5,358			1,889			10,189			12,078
Market appreciation		423			3,676			172			79			4,033			4,112
Ending assets under management	$	140,005		$	146,456		$	151,986		$	153,954		$	168,176		$	168,176
Mutual Funds
Fixed Income
Beginning assets under management	$	13,600		$	12,326		$	13,985		$	15,754		$	16,270		$	15,754
Net subscriptions (redemptions)		(1,207	)		1,397			2,000			644			565			1,209
Market appreciation (depreciation)		(67	)		262			(231	)		(128	)		340			212
Ending assets under management		12,326			13,985			15,754			16,270			17,175			17,175
Liquidity
Beginning assets under management		44,252			48,829			56,221			62,141			59,994			62,141
Net subscriptions (redemptions)		4,577			7,392			5,920			(2,147	)		(1,347	)		(3,494	)
Market appreciation		—			—			—			—			1			1
Ending assets under management		48,829			56,221			62,141			59,994			58,648			58,648
Equity
Beginning assets under management		11,073			11,534			8,934			8,703			7,898			8,703
Net redemptions		(69	)		(558	)		(1,040	)		(697	)		(1,198	)		(1,895	)
Market appreciation (depreciation)		530			(2,042	)		809			(108	)		(921	)		(1,029	)
Ending assets under management		11,534			8,934			8,703			7,898			5,779			5,779
Total Mutual Funds
Beginning assets under management		68,925			72,689			79,140			86,598			84,162			86,598
Net subscriptions (redemptions)		3,301			8,231			6,880			(2,200	)		(1,980	)		(4,180	)
Market appreciation (depreciation)		463			(1,780	)		578			(236	)		(580	)		(816	)
Ending assets under management	$	72,689		$	79,140		$	86,598		$	84,162		$	81,602		$	81,602

17

BlackRock, Inc.

Assets Under Management

Quarterly Trend

(Dollar amounts in millions)

(unaudited)

	Quarter ended															Six months ended June 30, 2002
	2001									2002
	June 30			September 30			December 31			March 31			June 30
Mutual Funds
BlackRock Funds
Beginning assets under management	$	24,383		$	24,589		$	22,790		$	24,195		$	22,176		$	24,195
Net subscriptions (redemptions)		(253	)		49			755			(1,830	)		(1,123	)		(2,953	)
Market appreciation (depreciation)		459			(1,848	)		650			(189	)		(789	)		(978	)
Ending assets under management		24,589			22,790			24,195			22,176			20,264			20,264
BlackRock Global Series
Beginning assets under management		105			134			127			149			247			149
Net subscriptions (redemptions)		33			1			13			95			(52	)		43
Market appreciation (depreciation)		(4	)		(8	)		9			3			13			16
Ending assets under management		134			127			149			247			208			208
BPIF
Beginning assets under management		37,047			41,954			48,889			53,167			52,534			53,167
Net subscriptions (redemptions)		4,907			6,935			4,278			(633	)		(1,407	)		(2,040	)
Ending assets under management		41,954			48,889			53,167			52,534			51,127			51,127
Closed End
Beginning assets under management		6,841			5,440			6,728			8,512			8,611			8,512
Net subscriptions (redemptions)		(1,409	)		1,212			1,865			149			586			735
Market appreciation (depreciation)		8			76			(81	)		(50	)		196			146
Ending assets under management		5,440			6,728			8,512			8,611			9,393			9,393
Short Term Investment Funds (STIF)
Beginning assets under management		549			572			606			575			594			575
Net subscriptions (redemptions)		23			34			(31	)		19			16			35
Ending assets under management		572			606			575			594			610			610
Total Mutual Funds
Beginning assets under management		68,925			72,689			79,140			86,598			84,162			86,598
Net subscriptions (redemptions)		3,301			8,231			6,880			(2,200	)		(1,980	)		(4,180	)
Market appreciation (depreciation)		463			(1,780	)		578			(236	)		(580	)		(816	)
Ending assets under management	$	72,689		$	79,140		$	86,598		$	84,162		$	81,602		$	81,602

18

Operating results for the three months ended June 30, 2002 as compared with the three months ended June 30, 2001.

Revenue

Total revenue for the three months ended June 30, 2002 increased $21.4 million or 16% to $156.7 million compared with $135.3 million for the three months ended June 30, 2001. Investment advisory and administration fees increased $17.1 million or 14% to $143.5 million for the three months ended June 30, 2002, compared with $126.4 million for the three months ended June 30, 2001. The growth in investment advisory and administration fees was primarily due to a 17% increase in assets under management to $249.8 billion at June 30, 2002. Other income of $13.2 million increased $4.4 million or 49% for the three months ended June 30, 2002 compared with $8.8 million for the three months ended June 30, 2001 primarily due to increased sales of BlackRock Solutions products and portfolio accounting services.

	Three months ended June 30,				Variance
	2002		2001		Amount			%
Dollar amounts in thousands	(unaudited)
Investment advisory and administration fees:
Mutual funds	$	54,736	$	54,791	($	55	)	-0.1	%
Separate accounts		88,755		71,624		17,131		23.9
Total investment advisory and administration fees		143,491		126,415		17,076		13.5
Other income		13,204		8,847		4,357		49.2
Total revenue	$	156,695	$	135,262	$	21,433		15.8	%

Mutual fund advisory and administration fees for the second quarter were essentially flat compared with the three months ended June 30, 2001, with strong growth in BPIF, closed-end and STIF revenue of approximately $6.5 million, $2.2 million and $0.1 million, respectively, which was entirely offset by an $8.8 million or 28% decline in revenue from the BlackRock Funds. The increase in BPIF revenue was primarily due to increases in assets under management of $9.2 billion or 22% as compared with the second quarter of 2001 resulting from expanded sales efforts, solid investment performance and investors’ flight to quality. The rise in closed-end fund revenue was a result of an increase in assets of $4.0 billion or 73% due to the Company’s new fund offerings. The decrease in BlackRock Funds revenue was attributable to a decrease in assets of $4.3 billion or 18% primarily due to the continued weakness in the equity markets and poor relative investment performance in a number of key products.

19

Separate account revenue increased $17.1 million or 24% to $88.8 million for the three months ended June 30, 2002, compared with $71.6 million for the three months ended June 30, 2001. Excluding performance fees, advisory fees on separate accounts increased $11.7 million or 22% to $65.5 million for the three months ended June 30, 2002 compared with $53.7 million for the three months ended June 30, 2001. The increase was driven by a $28.2 billion or 20% increase in separate account assets under management particularly in fixed income and international equity separate accounts, which increased $30.3 billion and $2.6 billion, respectively and was partially offset by a decrease in liquidity and liquidity-securities lending separate accounts of $4.8 billion. Performance fees of $23.3 million for the three months ended June 30, 2002 increased $5.4 million or 30% compared with $17.9 million for the three months ended June 30, 2001. Performance fees earned on the Company’s fixed income hedge fund totaled $18.4 million for the second quarter of 2002 as compared with $16.8 million for the second quarter of 2001. Investment losses occurring late in the second quarter have resulted in a high water mark for the fund, which will substantially reduce the likelihood of earning additional performance fees for the remainder of 2002.

	Three months ended June 30,				Variance
	2002		2001		Amount			%
Dollar amounts in thousands	(unaudited)
Mutual funds revenue
BlackRock Funds	$	22,892	$	31,740	($	8,848	)	(27.9	%)
Closed End Funds		9,873		7,617		2,256		29.6
BPIF		21,763		15,285		6,478		42.4
STIF		208		149		59		39.6
Total mutual funds revenue		54,736		54,791		(55	)	(0.1	)
Separate accounts revenue
Separate account base fees		65,451		53,705		11,746		21.9
Separate account performance fees		23,304		17,919		5,385		30.1
Total separate accounts revenue		88,755		71,624		17,131		23.9
Total investment advisory and administration fees		143,491		126,415		17,076		13.5
Other income		13,204		8,847		4,357		49.2
Total revenue	$	156,695	$	135,262	$	21,433		15.8	%

20

Expense

Total expense increased $9.4 million or 10% to $102.0 million for the three months ended June 30, 2002, compared with $92.6 million for the three months ended June 30, 2001. The change primarily reflects increases in employee compensation and benefits and general and administration expenses, partially offset by a decrease in fund administration and servicing costs-affiliates and amortization of intangible assets.

	Three months ended June 30,				Variance
	2002		2001		Amount			%
Dollar amounts in thousands	(unaudited)
Employee compensation and benefits	$	67,830	$	55,534	$	12,296		22.1	%
Fund administration and servicing costs-affiliates		11,916		15,722		(3,806	)	(24.2	)
General and administration		22,043		18,684		3,359		18.0
Amortization of intangible assets		201		2,614		(2,413	)	(92.3	)
Total expense	$	101,990	$	92,554	$	9,436		10.2	%

Employee compensation and benefits increased $12.3 million primarily due to increased incentive compensation of $7.2 million reflecting accruals based on the growth of operating income, $2.7 million related to direct incentives on alternative product performance fees and $2.4 million in salary and benefits. Salary and benefit cost increases were the result of an 11% increase in full-time employees and $0.2 million attributable to investment returns associated with the recently established Voluntary and Involuntary Deferred Compensation programs. For the three months ended June 30, 2002, fund administration and servicing costs-affiliates declined $3.8 million or 24% due to lower levels of PNC client assets invested in the BlackRock Funds. General and administration expenses increased $3.4 million or 18% to $22.0 million for the three months ended June 30, 2002 compared with $18.7 million for the three months ended June 30, 2001 largely due to higher marketing and promotional expenses and increased depreciation and leasehold amortization costs. Amortization of intangible assets decreased due to the adoption of SFAS No. 142, “Goodwill and Other Intangible Assets” effective on January 1, 2002, which changed the accounting for goodwill from an amortization method to an impairment-only approach.

21

	Three months ended June 30,				Variance
	2002		2001		Amount			%
Dollar amounts in thousands	(unaudited)
General and administration expense:
Marketing and promotional	$	6,581	$	5,399	$	1,182		21.9	%
Occupancy expense		5,020		2,871		2,149		74.9
Technology		4,535		3,499		1,036		29.6
Other general and administration		5,907		6,915		(1,008	)	(14.6	)
Total general and administration expense	$	22,043	$	18,684	$	3,359		18.0	%

Marketing and promotional expenses of $6.6 million for the three months ended June 30, 2002 increased $1.2 million or 22% primarily due to increased institutional marketing costs and expenses attributable to launching the new closed-end funds. Occupancy expense of $5.0 million for the three months ended June 30, 2002 increased $2.1 million due to higher depreciation and leasehold costs associated with corporate facility expansion, particularly at 40 East 52^nd Street, New York, Wilmington, Delaware, San Francisco, California, Boston, Massachusetts and Hong Kong. Technology expenses increased approximately $1.0 million or 30% to $4.5 million for the three months ended June 30, 2002 as a result of higher depreciation charges associated with the completion of new data processing facilities in New York and Delaware, and capitalized investments to support the growth of BlackRock Solutions. The decrease in other general and administration expense was primarily due to foreign currency translation gains associated with the weakening of the U.S. dollar versus the Euro and U.K. pound.

Operating Income and Net Income

Operating income was $54.7 million for the three months ended June 30, 2002, representing a $12.0 million or 28% increase compared with the three months ended June 30, 2001. Non-operating income increased $1.4 million to $3.8 million for the three months ended June 30,2002 as compared with the three months ended June 30, 2001. The rise was primarily due to an increase of $0.9 million in gains on the sale of securities and a $0.2 million increase associated with investment returns on the recently established Voluntary and Involuntary Deferred Compensation programs. Income tax expense was $23.7 million and $18.9 million, representing effective tax rates of 40.5% and 41.9% for the three months ended June 30, 2002 and June 30, 2001, respectively. Net income totaled $34.8 million for the three months ended June 30, 2002 compared with $26.2 million for the three months ended June 30, 2001, representing an increase of $8.6 million or 33%.

22

Operating results for the six months ended June 30, 2002 as compared with the six months ended June 30, 2001.

Revenue

Total revenue for the six months ended June 30, 2002 increased $33.8 million or 13% to $302.8 million compared with $269.0 million for the six months ended June 30, 2001. Investment advisory and administration fees increased $23.6 million or 9% to $275.3 million for the six months ended June 30, 2002, compared with $251.7 million for the six months ended June 30, 2001. The growth in investment advisory and administration fees was primarily due to a 17% increase in assets under management to $249.8 billion at June 30, 2002. Other income of $27.5 million increased $10.3 million or 60% for the six months ended June 30, 2002 compared with $17.2 million for the six months ended June 30, 2001 primarily due to increased sales of BlackRock Solutions products.

	Six months ended June 30,				Variance
	2002		2001		Amount		%
Dollar amounts in thousands	(unaudited)
Investment advisory and administration fees:
Mutual funds	$	109,995	$	109,707	$	288	0.3	%
Separate accounts		165,271		142,009		23,262	16.4
Total investment advisory and administration fees		275,266		251,716		23,550	9.4
Other income		27,542		17,255		10,287	59.6
Total revenue	$	302,808	$	268,971	$	33,837	12.6	%

Mutual fund advisory and administration fees increased $0.3 million to $110.0 million for the six months ended June 30, 2002, compared with $109.7 million for the six months ended June 30, 2001. The increase in mutual fund revenue was the result of increases in BPIF, closed end fund and STIF revenue of $11.9 million, $4.3 million and $0.1 million, respectively and was partially offset by a decrease of $16.0 million or 25% in BlackRock Funds revenue. The increase in BPIF revenue was primarily due to increases in assets under management of $9.2 billion or 22% at June 30, 2002 resulting from expanded sales efforts, solid investment performance and investors’ flight to quality. The rise in closed-end fund revenue was a result of an increase in assets of $4.0 billion or 73% due to the Company’s new fund offerings. The decrease in BlackRock Funds revenue was attributable to a decrease in assets of $4.3 billion or 18% primarily due to the continued weakness in the equity markets and poor relative investment performance in a number of key products.

23

Separate account revenue increased $23.3 million or 16% to $165.3 million for the six months ended June 30, 2002, compared with $142.0 million for the six months ended June 30, 2001. Excluding performance fees, advisory fees on separate accounts increased $22.5 million or 21% to $127.9 million for the six months ended June 30, 2002 compared with $105.4 million for the six months ended June 30, 2001. The increase reflected a $28.2 billion or 20% increase in separate account assets under management particularly in fixed income and international equity separate accounts of $30.3 billion and $2.6 billion, respectively and was partially offset by a decrease in liquidity and liquidity-securities lending separate accounts of $4.8 billion. Performance fees of $37.3 million for the six months ended June 30, 2002 increased $0.7 million or 2% compared with $36.6 million for the six months ended June 30, 2001. Performance fees earned on the Company’s fixed income hedge fund totaled $30.4 million for the first half of 2002 as compared to $32.8 million for the first half of 2001. Investment losses occurring late in the second quarter have resulted in a high water mark for the fund, which will substantially reduce the likelihood of earning additional performance fees for the remainder of 2002.

	Six months ended June 30,				Variance
	2002		2001		Amount			%
Dollar amounts in thousands	(unaudited)
Mutual funds revenue
BlackRock Funds	$	48,587	$	64,603	($	16,016	)	(24.8	%)
Closed End Funds		19,361		15,075		4,286		28.4
BPIF		41,637		29,744		11,893		40.0
STIF		410		285		125		43.9
Total mutual funds revenue		109,995		109,707		288		0.3
Separate accounts revenue
Separate account base fees		127,950		105,421		22,529		21.4
Separate account performance fees		37,321		36,588		733		2.0
Total separate accounts revenue		165,271		142,009		23,262		16.4
Total investment advisory and administration fees		275,266		251,716		23,550		9.4
Other income		27,542		17,255		10,287		59.6
Total revenue	$	302,808	$	268,971	$	33,837		12.6	%

24

Expense

Total expense increased $13.8 million or 8% to $198.1 million for the six months ended June 30, 2002, compared with $184.3 million for the six months ended June 30, 2001. The change primarily reflects increases in employee compensation and benefits and general and administration expenses, partially offset by a decrease in fund administration and servicing costs-affiliates and amortization of intangible assets.

	Six months ended June 30,				Variance
	2002		2001		Amount			%
Dollar amounts in thousands	(unaudited)
Employee compensation and benefits	$	128,217	$	110,964	$	17,253		15.5	%
Fund administration and servicing costs-affiliates		25,094		32,412		(7,318	)	(22.6	)
General and administration		44,455		35,739		8,716		24.4
Amortization of intangible assets		402		5,228		(4,826	)	(92.3	)
Total expense	$	198,168	$	184,343	$	13,825		7.5	%

Employee compensation and benefits increased $17.3 million primarily due to increased incentive compensation of $10.9 million reflecting accruals based on the growth of operating income, $5.8 million in salary and benefits and $0.6 million related to direct incentives on alternative product performance fees. Salary and benefit cost increases were the result of a 11% increase in full-time employees and $0.5 million attributable to investment returns associated with the recently established Voluntary and Involuntary Deferred Compensation programs. For the six months ended June 30, 2002, fund administration and servicing costs-affiliates declined $7.3 million or 23% due to lower levels of PNC client assets invested in the BlackRock Funds. General and administration expenses increased $8.7 million or 24% to $44.4 million for the six months ended June 30, 2002 compared with $35.7 million for the six months ended June 30, 2001 largely due to higher marketing and promotional expenses and increased depreciation and leasehold amortization costs. Amortization of intangible assets decreased due to the adoption of SFAS No. 142, “Goodwill and Other Intangible Assets” effective on January 1, 2002, which changed the accounting for goodwill from an amortization method to an impairment-only approach.

	Six months ended June 30,				Variance
	2002		2001		Amount			%
Dollar amounts in thousands	(unaudited)
General and administration expense:
Marketing and promotional	$	12,497	$	10,246	$	2,251		22.0	%
Occupancy expense		9,742		5,407		4,335		80.2
Technology		8,932		6,654		2,278		34.2
Other general and administration		13,284		13,432		(148	)	(1.1	)
Total general and administration expense	$	44,455	$	35,739	$	8,716		24.4	%

25

Marketing and promotional expenses of $12.5 million for the six months ended June 30, 2002 increased $2.3 million or 22% primarily due to increased institutional marketing costs and expenses associated with launching the new closed-end funds. Occupancy expense of $9.7 million for the six months ended June 30, 2002 increased $4.3 million due to higher depreciation and leasehold amortization costs associated with corporate facility expansion, particularly at 40 East 52^nd Street, New York, Wilmington, Delaware, San Francisco, California, Boston, Massachusetts and Hong Kong. Technology expenses increased approximately $2.3 million or 34% to $8.9 million for the six months ended June 30, 2002 as a result of higher depreciation charges associated with the completion of new data processing facilities in New York and Delaware, and capitalized investments to support the growth of BlackRock Solutions.

Operating Income and Net Income

Operating income was $104.6 million for the six months ended June 30, 2002, representing a $20.0 million or 24% increase compared with the six months ended June 30, 2001. Non-operating income increased $2.6 million to $6.7 million for the six months ended June 30,2002 as compared with the six months ended June 30, 2001. The rise was primarily due to a increase of $1.0 million in gains on the sale of securities and a $0.5 million increase associated with investment returns on the recently established Voluntary and Involuntary Deferred Compensation programs. Income tax expense was $45.1 million and $37.0 million, representing effective tax rates of 40.5% and 41.7% for the six months ended June 30, 2002 and June 30, 2001, respectively. Net income totaled $66.2 million for the six months ended June 30, 2002 compared with $51.7 million for the six months ended June 30, 2001, representing an increase of $14.5 million or 28%.

Liquidity and Capital Resources

BlackRock meets its working capital requirements through cash generated by its operating activities. Cash provided by the Company’s operating activities totaled $26.9 million for the six months ended June 30, 2002. Operating activities for the six months ended June 30, 2002, included net purchases of investments, trading of approximately $17.4 million, which represented initial investments related to the Company’s Voluntary and Involuntary Deferred Compensation Plans and $1.4 million in net gains on investments. The increase in receivables from affiliates since December 31, 2001 was primarily due to the recognition of a deferred tax asset on the amounts transferred under the Company’s new Voluntary and Involuntary Deferred Compensation Plans.

Net cash flow used in investing activities was $36.9 million for the six months ended June 30, 2002. Capital expenditures for the six months ended June 30, 2002 for property and equipment was $31.8 million and primarily reflected construction costs for 40 East 52^nd Street and the purchase of equipment to support corporate expansion and the growth of BlackRock Solutions. Net purchases of investments, available for sale were $5.1 million for the six months ended June 30, 2002, reflected purchases of $123.3 million in the BlackRock Funds Low Duration Bond Portfolio and $3.5 million in seed investments partially offset by redemptions of $85.1 million and $35.0 million in the BlackRock Funds Intermediate Bond Portfolio and BlackRock Funds Core Plus Total Return Portfolio, respectively.

26

Net cash flow used in financing activities was $7.5 million for the six months ended June 30, 2002. Financing activities primarily represented treasury stock activity for the six months ended June 30, 2002. On January 31, 2002, in connection with the Long-term Deferred Compensation Plan, BlackRock repurchased approximately 150,000 shares of class A common stock at a fair market value of $42.33 per share from certain employees to facilitate required employee income tax payments. On May 2, 2001, BlackRock’s Board of Directors authorized BlackRock to repurchase up to 500,000 of its outstanding shares of class A common stock from time to time as market and business conditions warrant in open market or privately negotiated transactions. To date, BlackRock has not purchased any shares of its outstanding class A common stock under this repurchase program. In connection with the BlackRock Inc. 2001 Employee Stock Purchase Plan (“ESPP”), the Company reissued approximately 44,000 shares of class A treasury stock to its participants on January 31, 2002. During February 2002, the Company also purchased class B common stock from a former BlackRock employee in the amount of $2.1 million.

Total capital at June 30, 2002 was $561.2 million and was comprised entirely of stockholders’ equity.

Contractual Obligations and Commercial Commitments

The Company leases office space in New York, New York, Edinburgh, Scotland, Hong Kong, San Francisco, California, and Boston, Massachusetts under agreements which expire through 2017. Future minimum commitments under all operating leases are $174.3 million.

In connection with the management contract acquired associated with the agreement and plan of merger of CORE Cap, Inc. with Anthracite Capital, Inc., a BlackRock managed REIT, the Company recorded an $8.0 million liability using an imputed interest rate of 10%. At June 30, 2002, the future commitment under the agreement is $9.5 million.

As of June 30, 2002 and 2001, the Company had an unused revolving line of credit, which will expire in December 2002, with PNC Bank whereby the Company may borrow principal amounts up to $175 million at prime rate (4.75% at June 30, 2002).

The Company enters into various contractual commitments with BlackRock sponsored funds in order to provide seed investments in new products. Approximately $7.9 million of these commitments remained unfunded at June 30, 2002.

Summary of Commitments:

	Total		2002		2003		2004		2005		2006		Thereafter
(Dollar amounts in thousands)
Lease Commitments	$	174,276	$	5,529	$	10,907	$	10,822	$	10,713	$	10,867	$	125,438
Acquired Management Contract		9,500		—		1,500		1,500		1,500		1,000		4,000
Investment Commitments		7,900		7,900		—		—		—		—		—
Line of Credit with PNC		—		—		—		—		—		—		—
Total Commitments	$	191,676	$	13,429	$	12,407	$	12,322	$	12,213	$	11,867	$	129,438

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Long-term Incentive and Retention Plan-Status

BlackRock and PNC are continuing to develop a new long-term incentive and retention program for key employees in anticipation of the lapse of all employment agreements and final vesting of substantially all restricted stock on December 31, 2002. Management expects to announce the terms of the new program shortly.

Critical Accounting Policies

Significant intercompany accounts and transactions between the consolidated entities have been eliminated. The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The Company follows the same accounting policies in the preparation of interim reports as set forth in the Annual Report on Form 10-K for the year ended December 31, 2001. Management considers the following accounting policies critical to an informed review of BlackRock’s consolidated financial statements.

Investments

The Company’s investments are classified as trading and available for sale. Investments, trading represent matching investments made by, and held in a Rabbi Trust for, the Company with respect to the BlackRock Voluntary and Involuntary Deferred Compensation Plans and are recorded at fair market value with unrealized gains and losses included in the accompanying consolidated statements of income as non-operating income or loss. Investments, available for sale consist primarily of investments in BlackRock funds and certain institutional and private placement portfolios (“alternative investment products”) and are stated at quoted market values. Securities, which are not readily marketable, (alternative investment products) are stated at their estimated fair market value as determined by the Company’s management. The resulting unrealized gains and losses on investments, available for sale are included in the accumulated other comprehensive loss component of stockholders’ equity, net of tax. Realized gains and losses on investments and interest and dividend income are included in investment income (expense) in the accompanying consolidated statements of income. The Company’s management periodically assesses impairment on investments to determine if they are other than temporary. Any impairment on investments, other than temporary impairments, is recorded in earnings.

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Intangible Assets

Intangible assets are comprised of goodwill and management contract acquired. For the three months and six months ended June 30, 2001, goodwill was amortized on a straight-line basis over 25 years. On July 20, 2001, the FASB issued SFAS No. 142, “Goodwill and Other Intangible Assets,” which changed the accounting for goodwill from an amortization method to an impairment-only approach. The amortization of goodwill, including goodwill recognized relating to past business combinations, ceased upon adoption of the new standard. Impairment testing for goodwill at a reporting unit level is required on at least an annual basis. The new standard also addresses other accounting matters, disclosure requirements and financial statement presentation issues relating to goodwill and other intangible assets. The Company adopted SFAS No. 142 effective January 1, 2002, as required. Assuming no impairment adjustments are necessary, no future business combinations, and no other changes to goodwill, the Company expects diluted earnings per share to increase by approximately $.08 per share in 2002 as a result of the cessation of goodwill amortization. Management contract acquired is amortized in proportion to and over the period of contract revenue, which is ten years. The Company continually evaluates the carrying value of intangible assets. Any impairment would be recognized when the future operating cash flows expected to be derived from such intangible assets are less than their carrying value. In such instances, impairment, if any, is measured on a discounted future cash flow basis.

Software Costs

The Company has adopted Statement of Position (“SOP”) 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use.” SOP 98-1 requires the capitalization of certain costs incurred in connection with developing or obtaining software for internal use. Qualifying software costs are being amortized over an estimated useful life of three years.

Stock-based Compensation

The Company follows SFAS No. 123, “Accounting for Stock-based Compensation,” and has adopted the intrinsic value method for all arrangements under which employees receive shares of stock or other equity instruments of the employer or the employer incurs liabilities to employees in amounts based on the price of its stock. Fair value disclosures are included in the notes to the consolidated financial statements as stated in the Company’s Annual Report on Form 10-K for the year ended December 31, 2001.

Pursuant to SFAS No. 123, the Company has elected to account for its 1999 Stock Award and Incentive Plan and shares issued under the BlackRock 2001 Employee Stock Purchase Plan under Accounting Principles Board Opinion No. (“APB”) 25, “Accounting for Stock Issued to Employees,” and adopt the disclosure only provisions of SFAS No. 123.

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Revenue Recognition

Investment advisory and administration fees are recognized as the services are performed. Such fees are primarily based on predetermined percentages of the market values of the assets under management. Investment advisory and administration fees for mutual funds are shown net of fees waived pursuant to expense limitations.

The Company also receives performance fees or an incentive allocation from alternative investment products and certain separate accounts. These performance fees are earned upon attaining contractual investment return thresholds or as a fixed percentage of actual returns over stipulated performance periods. Such fees are recorded as earned. Should the alternative investment products and separate accounts subject to performance fees not continue to meet specified investment return thresholds, performance fees and related employee compensation expense previously recorded may be subject to reversal. At June 30, 2002, no performance fees recorded by the Company are subject to reversal.

BlackRock provides a variety of risk management and technology services to insurance companies, finance companies, pension funds, REITs, commercial and mortgage banks, savings institutions and government agencies. These services are provided under the brand name BlackRock Solutions and include a wide array of risk management services and enterprise investment system outsourcing to clients. The fees earned on risk management advisory assignments are recorded as other income.

In December 1999, the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin (“SAB”) No. 101, “Revenue Recognition in Financial Statements.” SAB No. 101 provides guidance on applying generally accepted accounting principles to revenue recognition issues in financial statements. The Company adopted SAB No. 101 as required in the first quarter of 2000. The adoption of SAB No. 101 did not have a material effect on the Company’s consolidated results of operations and financial position.

Accounting for Off-Balance Sheet Activities

BlackRock has equity interests in collateralized bond obligations (“CBO”), which are reflected in investments in the accompanying consolidated statements of financial condition. These investments are periodically assessed to determine whether the underlying assets and liabilities should be consolidated. See “Off-Balance Sheet Activities.”

30

Related Party Transactions

The Company and its consolidated subsidiaries provide investment advisory and administration services to the BlackRock Funds, BPIF, the BlackRock Closed-end Funds and other commingled funds.

Revenues for services provided to these mutual funds including amounts associated with clients of PNC affiliated entities are as follows:

	Three months ended June 30,				Six months ended June 30,
	2002		2001		2002		2001
(Dollar amounts in thousands)	(unaudited)
Investment advisory and administration fees:
BlackRock Open-end Funds:
PNC	$	16,114	$	23,338	$	34,396	$	47,257
Other		6,778		8,400		14,190		17,344
BlackRock Closed-end Funds—Other		9,873		7,617		19,361		15,075
BlackRock Provident Institutional Funds
PNC		3,458		2,948		6,881		5,819
Other*		18,305		12,338		34,757		23,926
Commingled Funds—PNC		208		150		410		286
	$	54,736	$	54,791	$	109,995	$	109,707

* Includes the International Dollar Reserve Fund, I, Ltd, a Cayman Islands open ended limited liability company.

The Company provides investment advisory and administration services to certain PNC subsidiaries and affiliates for a fee, based on assets under management. In addition, the Company provides risk management and model portfolio services to PNC.

Revenues for such services are as follows:

	Three months ended June 30,				Six months ended June 30,
	2002		2001		2002		2001
(Dollar amounts in thousands)	(unaudited)
Investment advisory and administration fees:
Separate accounts	$	3,941	$	3,156	$	7,401	$	6,764
Model Portfolio Services		1,101		1,098		2,201		2,196
Other income-risk management		1,250		1,250		2,500		2,500
Fixed income trading services		282		282		564		564
	$	6,574	$	5,786	$	12,666	$	12,024

31

The Company has entered into various memoranda of understanding and co-administration agreements with affiliates of PNC pursuant to which the Company pays administration fees for BPIF and certain other commingled funds and service fees for PNC Advisors’ (PNC’s wealth management business) clients invested in the BlackRock Funds.

PNC also provides general and administration services to the Company. Charges for such services were based on actual usage or on defined formulas, which in management’s view, resulted in reasonable allocations. Aggregate expenses included in the consolidated financial statements for transactions with related parties are as follows:

	Three months ended June 30,				Six months ended June 30,
	2002		2001		2002		2001
(Dollar amounts in thousands)	(unaudited)
Fund administration and servicing costs-affiliates	$	11,916	$	15,722	$	25,094	$	32,412
General and administration		1,587		1,757		3,187		3,704
General and administration-consulting		300		—		600		—
	$	13,803	$	17,479	$	28,881	$	36,116

Additionally, an indirect wholly-owned subsidiary of PNC acts as a financial intermediary associated with the sale of back-end loaded shares of certain BlackRock funds. This entity finances broker sales commissions and receives all associated sales charges.

Payable to affiliates was $21,473 and $15,972 at June 30, 2002 and December 31, 2001, respectively. These amounts primarily represent income taxes payable and fund administration and servicing costs-affiliates payable. These amounts do not bear interest.

Included in accounts receivable is approximately $4,770 and $5,387 at June 30, 2002 and December 31, 2001, respectively, which primarily represents investment and administration services provided to PNC subsidiaries and affiliates.

Receivable from affiliates was approximately $8,809 and $2,569 at June 30, 2002 and December 31, 2001, respectively. The amount primarily represents reimbursed expenses due from the BlackRock Funds and affiliates as well as a deferred tax asset on the amounts associated with the Company’s Voluntary and Involuntary Deferred Compensation Plans.

32

Off-Balance Sheet Activities

As an investment manager of alternative and traditional investment products, the Company has investments in and/or may provide investment management, advisory or administrative services to funds and other investment companies organized as limited liability companies (“LLC”), corporations or business trusts.

Specifically, BlackRock acts as the collateral manager for four CBO funds organized as corporations or limited liability companies. At June 30, 2002, aggregate assets and debt in the CBO’s approximated $1.9 billion and $1.8 billion, respectively. BlackRock’s equity ownership was approximately $14.7 million at June 30, 2002.

BlackRock serves as the investment manager for two fixed income hedge funds (“Obsidian Funds”), with one fund structured as an LLC and the other as a corporate entity, that engage in the trading of fixed income securities. BlackRock serves as the managing member for the LLC, which had total assets and liabilities of approximately $23.8 billion and $23.3 billion, respectively. BlackRock’s equity ownership was approximately $0.1 million at June 30, 2002.

Under current accounting principles generally accepted in the United States, the Company has not consolidated the CBO’s or the Obsidian Funds because non-affiliated parties have sufficient equity ownership and BlackRock has not guaranteed any of their obligations nor is it contractually liable for any of their obligations. Accordingly, the statements of financial condition and results of operations of the CBO’s and the LLC are not included in BlackRock’s financial statements with the exception of BlackRock’s equity ownership. The accounting for special purpose entities is currently under review by the Financial Accounting Standards Board and the conditions for consolidation or non-consolidation of such entities could change.

Interest Rates

The value of assets under management is affected by changes in interest rates. Since BlackRock derives the majority of its revenues from investment advisory fees based on the value of assets under management, BlackRock’s revenues may be adversely affected by changing interest rates. In a period of rapidly rising interest rates, BlackRock’s assets under management would likely be negatively affected by reduced asset values and increased redemptions.

Inflation

The majority of BlackRock’s revenues are based on the value of assets under management. There is no predictable relationship between the rate of inflation and the value of assets under management by BlackRock, except as inflation may affect interest rates. BlackRock does not believe inflation will significantly affect its compensation costs, as they are substantially variable in nature. However, the rate of inflation may affect BlackRock’s expenses such as information technology and occupancy costs. To the extent inflation results in rising interest rates and has other effects upon the securities markets, it may adversely affect BlackRock’s results of operations by reducing BlackRock’s assets under management, revenues or otherwise.

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Forward Looking Statements

This report and other statements made by BlackRock may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act with respect to the outlook for earnings and revenues and other future financial or business performance, strategies and expectations. Forward-looking statements are typically identified by words or phrases such as “believe,” “prospects,” “opportunity,” “expectations,” “optimistic,” “pessimistic,” “expect,” “anticipate,” “intend,” “estimate,” “position,” “target,” “mission,” “assume,” “achievable,” “potential,” “strategy,” “goal,” “objective,” “plan,” “aspiration,” “outlook,” “outcome,” “continue,” “remain,” “maintain,” “strive,” “trend,” and variations of such words and similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “may,” or similar expressions.

BlackRock cautions that forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made, and BlackRock assumes no duty to update forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements and future results could differ materially from historical performance.

In addition to factors previously disclosed in BlackRock’s SEC reports and those identified elsewhere in this report, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: (1) the introduction, withdrawal, success and timing of business initiatives and strategies; (2) changes in political, economic or industry conditions, the interest rate environment or financial and capital markets, which could result in reduced demand for products or services or reduced value of assets under management; (3) the investment performance of BlackRock’s advised or sponsored investment products and separately managed accounts; (4) the impact of increased competition; (5) the impact of capital improvement projects; (6) the impact of future acquisitions; (7) the unfavorable resolution of legal proceedings; (8) the extent and timing of any share repurchases; (9) the impact, extent and timing of technological changes; (10) the impact of legislative and regulatory actions and reforms; and regulatory, supervisory or enforcement actions of government agencies relating to BlackRock or PNC and (11) terrorist activities, including the September 11 terrorist attacks, which may adversely affect the general economy, financial and capital markets, specific industries, and BlackRock. BlackRock cannot predict the severity or duration of effects stemming from such activities or any actions taken in connection with them.

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Item 3.     Quantitative and Qualitative Disclosures About Market Risk

In the normal course of its business, BlackRock is exposed to the risk of interest rate, securities market and general economic fluctuations.

BlackRock’s investments, trading represent matching investments made by, and held in a Rabbi Trust for, the Company with respect to the BlackRock Voluntary and Involuntary Deferred Compensation Plans. As of June 30, 2002, the fair market value of these investments was $17.8 million. BlackRock’s investments, available for sale, consist primarily of investments in BlackRock funds and certain institutional and private placement portfolios. Occasionally, the Company invests in new mutual funds or advisory accounts (seed investments) sponsored by BlackRock in order to provide investable cash to the new mutual fund or account to establish a performance history. As of June 30, 2002, the fair market value of seed investments was $21.3 million. The fair market value of BlackRock’s other investments included in the mutual funds total, as stated below, was $123.9 million as of June 30, 2002 and is comprised of $123.9 million in the BlackRock Funds Low Duration Bond Portfolio. These investments expose BlackRock to equity price risk. BlackRock did not hold any derivative securities to hedge its investments through the period ended June 30, 2002. The following table summarizes the fair values of the investments and provides a sensitivity analysis of the estimated fair values of these financial instruments assuming a 10% increase or decrease in equity prices:

	Fair Market Value		Fair market value assuming 10% increase in market price		Fair market value assuming 10% decrease in market price
June 30, 2001
Trading	$	17,800	$	19,580	$	16,020
Total investments, trading		17,800		19,580		16,020
Mutual funds		132,946		146,241		119,651
Collateralized bond obligation		11,061		12,167		9,955
Other		1,196		1,316		1,076
		145,203		159,723		130,683
Total investments, trading and available for sale	$	163,003	$	179,303	$	146,703

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PART II – OTHER INFORMATION

Item 4.     Submission of Matters to a Vote of Security Holders

The annual meeting of stockholders of BlackRock was held on May 14, 2002, for the purpose of considering and acting upon the following:

Four Class III directors were elected and the votes cast for or against/withheld were as follows:

	Aggregate Votes
Nominee	For	Against/Withheld
Murry S. Gerber	243,007,295	220,798
Walter E. Gregg, Jr.	242,952,545	275,548
James Grosfeld	243,007,295	220,298
Helen P. Pudlin	233,761,740	275,661

There were no broker non-votes. The continuing directors of BlackRock are Laurence D. Fink, Ralph L. Schlosstein, Frank T. Nickell, Laurence M. Wagner, James E. Rohr and Thomas H. O’Brien.

With respect to the preceding matters, holders of BlackRock’s class A common stock, and class B common stock voted together as a single class. Holders of BlackRock’s class A common stock are entitled to one vote per share. Holders of BlackRock’s class B common stock are entitled to five votes per share.

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Item 6.     Exhibits and Reports on Form 8-K

(a)    Exhibits

Exhibit No.	Description
3.1(1)	Amended and Restated Certificate of Incorporation of the Registrant.
3.2	Amended and Restated Bylaws of the Registrant.
3.3	Amendment No. 1 to the Amended and Restated Bylaws of the Registrant.
3.4	Amendment No. 2 to the Amended and Restated Bylaws of the Registrant.
4.1 (1)	Specimen of Common Stock Certificate (per class).
4.2 (1)	Amended and Restated Stockholders Agreement, dated September 30, 1999, by and among the Registrant, PNC Asset Management, Inc. and certain employees of the Registrant and its affiliates.
10.1(1)	Tax Disaffiliation Agreement, dated October 6, 1999, among BlackRock Inc., PNC Asset Management, Inc. and The PNC Financial Services Group, Inc., formerly PNC Bank Corp.
10.2 (1)	1999 Stock Award and Incentive Plan. +
10.3(1)	1999 Annual Incentive Performance Plan. +
10.4(1)	Nonemployee Directors Stock Compensation Plan. +
10.5(1)	Form of Employment Agreement. +
10.6(1)	Initial Public Offering Agreement, dated September 30, 1999, among the Registrant, The PNC Financial Services Group, Inc., formerly PNC Bank Corp. and PNC Asset Management, Inc.
10.7(1)	Registration Rights Agreement, dated October 6, 1999, among the Registrant, PNC Asset Management, Inc. and certain holders of class B common stock of the Registrant.
10.8(1)	Services Agreement, dated October 6, 1999, between the Registrant and The PNC Financial Services Group, Inc., formerly PNC Bank Corp.
10.9(2)	BlackRock, Inc. Amended and Restated Long-Term Deferred Compensation Plan. +
10.10 (2)	BlackRock International, Ltd. Amended and Restated Long-Term Deferred Compensation Plan. +
10.11(3)	Agreement of Lease, dated May 3, 2000, between 40 East 52nd Street L.P. and the Registrant.
10.12(4)	Amendment No. 1 to the 1999 Stock Award and Incentive Plan. +
10.13(4)	Amendment No. 1 to the 1999 Amended and Restated Long-Term Deferred Compensation Plan. +
10.14(4)	Amendment No. 1 to the BlackRock International, Ltd. Amended and Restated Long-Term Deferred Compensation Plan. +
10.15(4)	Amendment No. 2 to the 1999 Stock Award and Incentive Plan. +
10.16(5)	Agreement of Lease, dated September 4, 2001, between 40 East 52nd Street L.P. and the Registrant.
10.17(6)	BlackRock, Inc. 2001 Employee Stock Purchase Plan. +
10.18(7)	BlackRock, Inc. Voluntary Deferred Compensation Plan. +
10.19	BlackRock, Inc. Involuntary Deferred Compensation Plan. +
10.20(8)	Amendment No. 2 to the BlackRock, Inc. 1999 Stock Award and Incentive Plan. +
99.1	Certification of Chief Executive Officer and Chief Financial Officer.

(1) Incorporated by Reference to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-78367), as amended, originally filed with the Securities and Exchange Commission on May 13, 1999.

(2) Incorporated by Reference to the Registrant’s Registration Statement on Form S-8 (Registration No. 333-32406), originally filed with the Securities and Exchange Commission on March 14, 2000.

(3) Incorporated by Reference to the Registrant’s Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended March 31, 2000.

(4) Incorporated by Reference to the Registrant’s Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended June 30, 2001.

(5) Incorporated by Reference to the Registrant’s Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended September 30, 2001.

(6) Incorporated by Reference to the Registrant’s Registration Statement on Form S-8 (Registration No. 333-68670), originally filed with the Securities and Exchange Commission on August 30, 2001.

(7) Incorporated by Reference to the Registrant’s Registration Statement on Form S-8 (Registration No. 333-68668), originally filed with the Securities and Exchange Commission on August 30, 2001.

(8) Incorporated by Reference to the Registrant’s Registration Statement on Form S-8 (Registration No. 333-68666), originally filed with the Securities and Exchange Commission on August 30, 2001.

+ Denotes compensatory plan.

(b)    Reports on Form 8-K

37

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		BLACKROCK, INC. (Registrant)
		By:	/s/    PAUL L. AUDET
Date:	August 13, 2002		Paul L. Audet Managing Director & Chief Financial Officer

38

EX-3.2

Exhibit 3.2

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”) within the 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 Trust Company.

Other Offices.    The Corporation may also have offices 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 place or 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 time to 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, as amended 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 of these 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.  All meetings 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 waiver thereof.

Section 2.2    Annual Meeting.  The annual 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 the notice 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 of the 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 the Certificate 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 a majority 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 of Incorporation). 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 to the 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 other place, 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 been transacted 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 record entitled to vote at the meeting.

Section 2.5    Notice of 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 every stockholder 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 he shall 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 of stockholders, 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 and shall 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 the meeting, 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 only evidence 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 or the 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 shall not 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 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 subsequent withdrawal 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 of the 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 or inability 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 whom the 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, the chairman 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 the meeting; (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) limitations on 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 the meeting 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 the Corporation, 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 any duly 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 determination of 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 the Trigger 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 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 materials for 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 by the 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 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 to nominate 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 of the 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 pursuant to 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 such stockholder, (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 stockholder and 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 the annual 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 with solicitations 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 as a nominee and to serve as a director if elected.

(e)    If the chairman 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 (or any 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 duly authorized 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 of the 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 this Section 2.10.

(b)    In addition to any other applicable requirements, 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 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 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 materials for 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 by the 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 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 as to each matter such stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before 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 which are 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 business by 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 annual meeting 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 brought before 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 the Trigger 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 before any 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 reference in 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 entitled as 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 for a 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 be considered to be votes cast.

Section 2.12    No Stockholder Action by Written Consent.  As of and following the Trigger Date, except as otherwise provided pursuant to provisions of the Certificate of 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 series of 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 such stockholders. 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 3.1    General 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 of Directors 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 of Office.

(a)    The Board of Directors shall consist initially 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 to time 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, Class I, 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 and following 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 such vacancy 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 earlier death, resignation or removal.

Section 3.4    Removal.  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 and after 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 immunity to 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 Directors then 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 of substantial 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 series of 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 Directors providing 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 then outstanding 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 not at 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 time determine 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 location is 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 Directors need 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. The person 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 any requisite notice for the meeting.

Section 3.8    Notice 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 which notice 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 the notice. 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 shorter notice as the person or persons calling such meeting may deem necessary or appropriate under the circumstances. Notice of any meeting need not be given 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 the transaction 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 the transaction 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 the directors 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 the meeting 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 been transacted at the meeting as originally called.

(b)    Until the Trigger 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., certain employees 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 of the 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 regularly scheduled 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 Chairman of 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 shall require 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 to matters 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 issuances or 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);

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

(e)    any business activity to be engaged in by or on 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 a Controlling Stockholder.

Section 3.11    Organization.  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 meeting and 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 the Chairman 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 services as 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 otherwise provided 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 or of 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 provided by 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 communications equipment 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.

Section 3.16    Board Committees.

(a)    The Board of Directors may by resolution 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 the Board 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 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 such committee (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 exchange policy.

(b)    Subject to Section 3.16(a), with respect to all 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 such committee. 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 member to 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 of Directors 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 such committee’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 in the 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 provided by 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 meeting at 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 any part 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 Executive Committee, the Audit Committee, the Nominating Committee, the Compensation Committee and the Investment Committee.

(i)  Executive Committee.

The Executive Committee shall consist of the Chairman and Chief Executive Officer and such other directors who 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 by applicable 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 Audit Committee 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 other things, 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, compliance and internal control procedures.

(iii)  Nominating Committee.

The Board of Directors shall appoint 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 of Directors 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 not less 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 determine from 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 of the 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 of Directors 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 the Corporation, including investments by the Corporation in alternative products sponsored by the Corporation.

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 of Directors 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 annual meeting 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 be until 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 officer appointed 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 create contract 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 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. Should any 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 officer authorized 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 from time 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 of corporations 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 to determine compensation to a committee.

Section 4.5    Responsibilities of the Senior Officers.

(a)    Chief Executive Officer

Subject to the direction of the Board of Directors, the Chief Executive Officer shall have the general supervision of the policies, business and operations of the Corporation, 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 have all 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 designated by 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 the Compensation Committee.

(b)    Chairman, President and Vice Chairmen

The Chairman, the President and one or more Vice Chairmen, 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 Officer in the absence of any assignment by the Board of Directors.

(c)    Chief Financial Officer

Except as otherwise 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 Financial Officer, 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 duties and 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 to an Executive Vice President or a Senior Vice President unless the context requires otherwise.

(e)    Treasurer

The Treasurer 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 name and 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, Chief Financial 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 in suitable 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 of Directors.

(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 Chief Executive 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 be assigned 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 President or 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, provided that 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 provided in 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 the Corporation, 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 the Corporation’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 for calls 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 or not 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 shares represented 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 been entered 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 Treasurer of the Corporation, the Corporation may recognize the transfer of fractional uncertificated shares, but shall not otherwise be required to recognize 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 who has 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 such person 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 and registration 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 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 sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by 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 is waived, 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 of Directors 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 upon which 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 a meeting, 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 its registered 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’s registered 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 for determining 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.

(c)    In order that the Corporation may determine the stockholders entitled to receive payment of any dividend 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 a record 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 record date 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 place of 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

authorizing such 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, to advertise 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 certificate alleged 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 was or 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 a person 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 other enterprise, 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 be indemnified 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 to provide 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 and amounts 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 as provided 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 the Board 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 in advance 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 is rendered 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 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 such director 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 and effect 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 claimant may 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 a defense 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 the Corporation) 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 the circumstances 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 has not 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 incurred in 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 or affixed 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.  All checks, 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 Board of Directors or by an officer or officers authorized by the Board of Directors to make such designation.

Section 7.4    Voting of Stock in Other Corporations.  Unless otherwise provided by resolution 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 other corporation, 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 event one 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 attorneys or 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 circumstances relating 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 or special 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 of Incorporation.

Section 7.6    Certain Prohibited Business 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 be prohibited, 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 company thereof) 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, without limitation, 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% of any 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 banking laws 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, time to 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 necessary to 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.

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 by the 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%) of the 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 new bylaws 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 proposed amendment, 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 the affirmative 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.

EX-3.3

Exhibit 3.3

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”), the following 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 with the following:

“(a)  The Board of Directors may by resolution 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 the Board 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 the Corporation, 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 to any 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 the Bylaws 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

EX-3.4

Exhibit 3.4

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”), the following 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 economic interests of a Controlling Stockholder unless such Controlling Stockholder or an Affiliated Company (as defined in Article TENTH of the Corporation’s Amended and Restated Certificate of Incorporation) thereof is a party to agreements pertaining to 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

EX-10.19

Exhibit 10.19

BLACKROCK, INC. INVOLUNTARY DEFERRED

COMPENSATION PLAN

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.

Article 1.    Definitions

1.1 Affiliate has the meaning set forth in Rule 12b-2 promulgated under Section 12 of the Exchange Act.

1.2 Board means the Board of Directors of BlackRock, Inc.

1.3 Bonus means the annual performance bonus payable by the Company or an Affiliate of the Company to a Participant in respect of a Plan Year.

1.4 Cause means the occurrence or existence of any of the following with respect to the Participant: (i) a material breach by the Participant of any written policies of the Company or an Affiliate of the Company required by law or established to maintain compliance with applicable law; (ii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct by the Participant against the Company or an Affiliate of the Company or any client of the Company or an Affiliate of the Company; (iii) conviction (including a plea of nolo contendere) of the Participant for the commission of a felony that could, in the Company’s reasonable judgment, impair the Participant ‘s ability to perform his or her duties or adversely affect the Company’s or any of its Affiliates’ businesses or reputations; or (iv) entry of any order against the Participant by any governmental body having regulatory authority with respect to the Company’s or its Affiliate’s business, which order relates to or arises out of the Participant ‘s employment or service relationship with the Company or an Affiliate of the Company. A determination of Cause may be made only by the Company’s chief executive officer and a majority of the members of the Management Committee (excluding the Participant, if applicable).

1.5 Code means the Internal Revenue Code of 1986, as it may from time to time be amended or supplemented.

1.6 Committee means the Company’s Management Committee.

1.7 Company means BlackRock, Inc., a corporation organized under the laws of Delaware, or any successor corporation.

1.8 Compensation means the salary and Bonus payable to an eligible individual by the Company or an Affiliate of the Company with respect to a Plan Year.

1.9 Deferred Amount shall have the meaning ascribed to that term in Section 5.1.

1.10 Deferred Compensation Account means the book-keeping entry account maintained by the Company for each Participant that reflects Deferred Compensation Amounts, Matching Contributions, Investment Income Amounts and adjustments (including distributions).

1.11 Deferred Compensation Amount means the percentage of the Bonus which may be mandatorily deferred under Section 2.1.

1.12 Disability means the Participant’s physical or mental incapacity constituting disability in accordance with the Company’s long-term disability policy which in any event does or is reasonably expected to continue for at least 6 months, as determined by the Committee.

1.13 Employer means the Affiliate of the Company which employs the Participant.

1.14 Exchange Act means the Securities Exchange Act of 1934, as amended from time to time.

1.15 Investment Funds means the tracking investments that are from time to time offered under the Plan, as chosen in the sole discretion of the Committee.

1.16 Investment Income Amount means any and all notional earnings (gains and/or losses) on Deferred Compensation Amounts and Matching Contributions during the applicable vesting period set forth in Article 3.

1.17 Matching Contribution means the credit that may be made to a Participant’s Deferred Compensation Account by his or her Employer, as set forth in Section 2.2.

1.18 Obsidian means The Obsidian Fund LLC.

1.19 Participant means a Managing Director or Director who: (i) is designated by the Committee as being eligible to participate in the Plan; (ii) is eligible to receive a Bonus; (iii) is employed by the Company or an Affiliate of the Company on the date the entire Bonus would otherwise have been paid but for the deferral; and (iv) has Compensation in excess of $250,000.

1.20 Plan means the BlackRock, Inc. Involuntary Deferred Compensation Plan.

1.21 Plan Year means the calendar year, commencing with 2001.

1.22 Retirement shall have such meaning as the Committee shall determine from time to time.

1.23 Valuation Date means the last business day of each month, or such other date specified by the Committee.

1.24 Vested means a Participant has a nonforfeitable interest in a portion of his or her Deferred Compensation Account.

Article 2.    Deferred Amounts

2.1 General.    Each Plan Year up to 15 percent of a Participant’s Bonus may be mandatorily deferred under the Plan for a three-year period. The Committee may vary the percentage of the mandatory deferral in subsequent Plan Years, subject to the 15 percent limitation.

2.2 Matching Contributions.    Each Plan Year, a Participant’s Employer may, but shall not be required to, credit to the Participant’s Deferred Compensation Account a Matching Contribution. Unless otherwise determined by the Committee, the Matching Contribution made to a Participant’s Deferred Compensation Account shall be an amount equal to 20% of the amount of the Participant’s Deferred Compensation Amount for the Plan Year.

2.3 Crediting of Deferred Compensation Amounts.    A Participant’s Deferred Compensation Amount and the corresponding Matching Contribution shall be credited to the Participant’s Deferred Compensation Account at the time the mandatorily deferred portion of his or her Bonus for that Plan Year would otherwise have been paid. The amount credited to the Participant’s Deferred Compensation Account shall be equal to the sum of the Deferred Compensation Amount and the amount of any corresponding Matching Contribution. Investment Income Amounts shall be credited and/or debited, as the case may be, to the Participant’s Deferred Compensation Amount at each Valuation Date, or on such other basis as the Committee may determine.

Article 3.    Vesting

2.4 Deferred Compensation Amount.    Subject to Sections 3.3 and 6.2, a Participant will become Vested with respect to his or her Deferred Compensation Amount mandatorily deferred with respect to a Plan Year in accordance with the following schedule:

Anniversary of Date of Crediting	Percentage Vested
1st	33.3%
2nd	66.6%
3rd	100%

The Vested portion of a Participant’s Deferred Compensation Amount shall be appropriately reduced to reflect any negative return associated with the Investment Funds underlying his or her Deferred Compensation Amount.

2.5 Matching Contributions and Investment Income Amounts.    Subject to Sections 3.3 and 6.2, a Participant will become fully Vested with respect to a Matching Contribution and Investment Income Amounts in respect of a Deferred Compensation Amount on the third anniversary of the date the Deferred Compensation Amount and Matching Contribution was credited to the Participant’s Deferred Compensation Account.

2.6 Vesting Upon Certain Events.    A Participant will become fully and immediately Vested in his or her Deferred Compensation Account if his or her employment with the Company or an Affiliate of the Company is terminated by reason of death, Disability or Retirement. A Participant will become fully and immediately Vested in his or her Deferred Compensation Amount (but not in his or her Matching Contributions or any Investment Income Amounts) if his or her employment with the Company or an Affiliate of the Company is terminated by his or her Employer other than for Cause.

Article 4.    Valuation

As of each Valuation Date, a Participant’s Deferred Compensation Account shall consist of the balance of the Participant’s Deferred Compensation Account as of the immediately preceding Valuation Date adjusted for:

· Deferred Compensation Amounts;

· Matching Contributions;

· Investment Income Amounts (gains and/or losses); and

· distributions (if any).

All adjustments and earnings related thereto will be determined on a monthly basis in accordance with the Valuation Date or on such other basis as may be specified by the Committee from time to time. Unless the Committee determines otherwise, each Participant will receive quarterly valuation statements in respect of his or her Deferred Compensation Accounts.

Article 3.    Tracking Investments

3.1 Investment Election for Deferred Compensation Amount.    A Participant shall specify that all, or any whole percentage, of the sum of his or her Deferred Compensation Amount and any Matching Contribution for the applicable Plan Year (such sum, the “Deferred Amount”) shall be designated to one or more of the Investment Funds. Unless otherwise determined by the Committee, a Participant may not designate less than (i) 10% of his or her Deferred Amount to an Investment Fund (other than Obsidian) and (ii) 25% of his or her Deferred Amount to Obsidian. The Company or an Affiliate of the Company may make a corresponding investment in the actual Investment Fund, but shall not be obligated to do so.

3.2 Failure to Designate.    If a designation is not in place before a Deferred Compensation Amount is credited to the Participant’s Deferred Compensation Account, the Deferred Amount shall be directed the Investment Fund which provides the lowest risk of loss of capital, as determined in the sole discretion of the Committee.

3.3 Committee Discretion.    The Committee shall have the sole discretion to determine the Investment Funds available under the Plan and may change or eliminate an Investment Fund provided hereunder from time to time. If any Investment Fund ceases to be available under the Plan, the Committee shall have the authority to credit any allocation to such Investment Fund (along with deemed earnings, gains, losses, expenses or changes thereto) to any other then-available Investment Fund. The Committee may disregard the deemed investment instructions of a Participant.

3.4 Investment Reallocation.    Once each calendar quarter (but, in the case of Obsidian, only once each calendar year), a Participant may elect, by written notice

delivered to the Committee on such date as shall be designated by the Committee, to change the manner in which all or a portion of his or her Deferred Compensation Account is designated among the then-available Investment Funds. Unless otherwise determined by the Committee, a Participant may not reallocate less than (i) 10% of the amount directed by the Participant in the particular Investment Fund (other than Obsidian) from which the reallocation is to be made and (ii) 25% of the amount directed by the Participant to Obsidian to another Investment Fund. A Participant must abide by the timing of the distribution and contribution parameters set forth by the applicable Investment Fund. To the extent that a Participant wishes to change the manner in which his or her Deferred Compensation Account is directed into or out of an Investment Fund, such transfer shall only be effected as of the next available distribution or contribution date, as the case may be, of the applicable Investment Fund. Any amount directed to an Investment Fund prior to the Investment Fund’s next contribution date shall, until such contribution date, be directed to the Investment Fund which provides the lowest risk of loss of capital, as determined in the sole discretion of the Committee.

3.5 Investment Fund Limitations.    The Committee may limit the aggregate amount of investments directed to any Investment Fund. If the Committee decides to limit the aggregate of investments directed to a particular Investment Fund, each Participant’s deferral to such Investment Fund will be reduced on a pro-rata basis, or on such other basis as the Committee may determine. Participants will be notified if the Committee intends to limit the investments that may be directed to an Investment Fund and will be provided with the opportunity to direct any amount not permitted to be directed to an Investment Fund to any of the other then-available Investment Funds. If a Participant does not provide a direction with respect to an amount not permitted to be directed to a particular Investment Fund, such amount shall be directed to the Investment Fund which provides the lowest risk of loss of capital, as determined in the sole discretion of the Committee.

Article 4.    Distributions

4.1 General.    A Participant shall receive a lump sum cash distribution from his or her Deferred Compensation Account in respect of any Vested portion of his or her Deferred Compensation Account as soon as practicable after such portion becomes Vested.

4.2 Termination of Employment.    Upon the termination of a Participant’s employment with the Company or an Affiliate of the Company for any reason whatsoever, the Participant shall receive a distribution as described in Section 6.1 in respect of any Vested portion of his or her Deferred Compensation Account. Subject to Article 3, any portion of the Deferred Compensation Account which is not Vested at the date of termination shall be forfeited.

Article 5.    Beneficiary Designation

5.1 Beneficiary Designation.    Each Participant shall have the right, at any time, to designate any person or persons as beneficiary or beneficiaries (both principal as well as contingent) to whom a lump sum cash payment of the Vested balance of the Participant’s Deferred Compensation Account shall be made in the event of the Participant’s death. In the event of multiple beneficiaries, such payment shall be apportioned among the beneficiaries in accordance with the designation forms, or if applicable, as determined pursuant to Section 7.2. A beneficiary designation may be changed by a Participant by filing such change on a form prescribed by the Committee. The receipt of a new beneficiary designation form will cancel all previously filed beneficiary designations.

5.2 Failure to Designate.    If a Participant fails to designate a beneficiary as provided above, or if all designated beneficiaries predecease the Participant, then the Participant’s designated beneficiary shall be deemed to be the persons surviving him in the first of the following classes in which there is a survivor on a per capita basis:

· the surviving spouse;

· the Participant’s children, except that if any of the children predecease the Participant but leave issue surviving, then such issue shall take by right of representation the share their parent would have taken if living; and

· the Participant’s personal representative (executor or administrator).

Article 6.    Administration

6.1 Administration.    The Plan shall be administered by the Committee. The Committee shall have the authority in its sole discretion, subject to and not inconsistent with the express provisions of the Plan, to administer the Plan and to exercise all the powers and authorities either specifically granted to it under the Plan or necessary or advisable in the administration of the Plan, including, without limitation, the authority to construe and interpret the Plan and any Plan related documentation; to determine all questions arising in connection with the Plan; to prescribe, amend and rescind rules and regulations relating to the Plan; and to make all other determinations deemed necessary or advisable for the administration of the Plan. The Committee may appoint a chairperson and a secretary and may make such rules and regulations for the conduct of its business as it shall deem advisable, and shall keep minutes of its meetings. All determinations of the Committee shall be made by a majority of its members either present in person or participating by conference telephone at a meeting or by written consent. The Committee may delegate to one or more of its members or to one or more agents such administrative duties as it may deem advisable, and the Committee or any person to whom it has delegated duties as aforesaid may employ one or more persons to render advice with respect to any responsibility the Committee or such person may have under the Plan. All decisions, determinations and interpretations of the Committee shall be final and binding on all persons, including the Company, and any Affiliate of the Company, Participant or beneficiary.

6.2 Claims Appeal Procedure.    After first discussing any claims a Participant may have under the Plan with Carl Pope, Director- Compensation and Benefits, the Participant may then make a claim under this Plan in writing to the Committee. The Committee shall notify the Participant in writing within a reasonable period if the claim is denied, the basis for denial (including references to applicable Plan sections) and any additional information needed to perfect the claim. After a receipt of denial, the Participant may request the Committee to review its decision. At such time the Committee shall conduct a full and fair review of the decision denying the claim and respond to the Participant within a reasonable time period.

6.3 Liability Indemnification.    No member of the Board or the Committee shall be liable for any action taken or determination made in good faith with respect to the Plan. The members of the Committee and its agents shall be indemnified and held harmless by the Company against and from any and all loss, cost, liability, or expense that may be imposed upon or incurred by them in connection with or resulting from any claim, action, suit, or proceeding to which they may be a party or in which they may be involved by reason of any action taken or failure to act under this Plan and against and from any and all amounts paid by them in settlement (with the Company’s written approval) or paid by them in satisfaction of a judgment in any action suit, or proceeding. The foregoing shall not be applicable to any person if the loss, cost, liability or expense is due to such person’s gross negligence or willful misconduct.

Article 7.    Amendment and Termination of Plan

The Committee may at any time amend or terminate the Plan in whole or in part; provided, however, that no amendment or termination may act to reduce a Participant’s Deferred Compensation Account at the time of such amendment or termination.

Article 8.    Miscellaneous

8.1 Unsecured General Creditor.    Participants and their beneficiaries shall have no legal or equitable rights, interest or claims in any property or assets of the Company, any Affiliate of the Company or any Investment Fund. The obligation under the Plan to a Participant shall be merely that of an unfunded and unsecured promise of the Participant’s Employer to pay money to the Participant in the future. The Company shall be jointly and severally liable for the obligation of Employers in respect of obligations owed to Participants and beneficiaries hereunder.

8.2 Nonassignability.    Neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in advance of actual receipt the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are, expressly declared to be unassignable and nontransferable. No part

of the amounts payable shall, prior to actual payment, be subject to seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, nor be transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy or insolvency.

8.3 Not a Contract of Service.    The terms and conditions of this Plan shall not be deemed to constitute a contract of service between a Participant and the Company or any Affiliate of the Company. Except as may otherwise be specifically provided herein, neither a Participant nor any beneficiary shall have rights against the Company or any Affiliate of the Company. Moreover, nothing in this Plan shall be deemed to give a Participant the right to be retained in the service or employment of the Company or any Affiliate of the Company.

8.4 Offset.    Amounts due to or in respect of Participants under the Plan shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Company or any Affiliate of the Company may have against a Participant or others.

8.5 Withholding.    The Company, or as applicable, an Affiliate of the Company, shall have the power to withhold an amount sufficient to satisfy all federal, state, local or foreign withholding requirements in respect of any payment made under the Plan.

8.6 Governing Law.    The Plan, and any agreement related thereto, shall be governed by the laws of the State of Delaware without giving effect to the conflict of law principles thereof.

EX-99.1

Exhibit 99.1

Certification of CEO and CFO Pursuant to

18 U.S.C. Section 1350,

as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of BlackRock, Inc. (the “Company”) for the quarterly period ending June 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Laurence D. Fink, as Chief Executive Officer of the Company, and Paul L. Audet, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)    The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/    LAURENCE D. FINK

Name: Laurence D. Fink

Title: Chief Executive Officer

Date: August 13, 2002

/s/    PAUL L. AUDET

Name: Paul L. Audet

Title: Chief Financial Officer

Date: August 13, 2002