8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

July 17, 2008

BLACKROCK, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-15305	51-0380803
(State or other jurisdiction of incorporation)		(Commission File Number)	(IRS Employer Identification No.)
	40 East 52nd Street, New York, New York		10022
	(Address of principal executive offices)		(Zip Code)
	Registrant's telephone number, including area code:		(212) 810-5300
N/A
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[   ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[   ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[   ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[   ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01                      Entry into Material Definitive Agreements

As of July 16, 2008 BlackRock, Inc. ("BlackRock"), entered into an Amended and Restated Stockholder Agreement (the "Stockholder Agreement") and an Amended and Restated Global Distribution Agreement (the "Global Distribution Agreement") with Merrill Lynch & Co., Inc. ("Merrill Lynch"), which beneficially owns as of June 30, 2008 approximately 48.6% of the fully diluted common stock and Series A Participating Preferred Stock of BlackRock.

The changes in the Stockholder Agreement in relation to the prior agreement, among other things, (i) provide Merrill Lynch with some additional flexibility to form or acquire asset managers substantially all of the business of which is devoted to nontraditional investment management strategies such as short selling, leverage, arbitrage, specialty finance and quantitatively-driven structured trades; (ii) expand the definition of change in control of Merrill Lynch to include the disposition of two-thirds or more of its Global Private Client business; (iii) extend the general termination date to the later of July 16, 2013 or the date Merrill Lynch's beneficial ownership of BlackRock falls below 20%; and (iv) clarify certain other provisions in the agreement.

The changes in the Global Distribution Agreement in relation to the prior agreement, among other things, (i) provide for an extension to July 16, 2013, an additional 5-year extension after the date of a change in control of Merrill Lynch and one automatic 3-year extension if certain conditions are satisfied; (ii) strengthen the obligations of Merrill Lynch to achieve revenue neutrality across the range of BlackRock products distributed by Merrill Lynch if the pricing or structure of particular products is required to be changed; (iii) obligate Merrill Lynch to seek to obtain distribution arrangements for BlackRock products from buyers of any portion of its distribution business on the same terms as the Global Distribution Agreement for a period of at least 3 years; and (iv) restrict the manner in which products managed by alternative asset managers in which Merrill Lynch has an interest may be distributed by Merrill Lynch.

The foregoing descriptions of the changes effected by the Stockholder Agreement and the Global Distribution Agreement do not purport to be complete and are qualified in their entirety by reference to the Stockholder Agreement, which is filed as Exhibit 1.1 hereto, and the Global Distribution Agreement, which is filed as Exhibit 1.2 hereto, each of which is hereby incorporated into this report by reference.

Item 9.01       Financial Statements and Exhibits

(d)           Exhibits

1.1	Amended and Restated Stockholder Agreement, dated as of July 16, 2008, between Merrill Lynch & Co., Inc. and BlackRock, Inc.
1.2	Amended and Restated Global Distribution Agreement, dated as of July 16, 2008, between Merrill Lynch & Co., Inc. and BlackRock, Inc.

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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 hereunto duly authorized.

	BlackRock, Inc. (Registrant)
Date:   July 17, 2008	By:	/s/ Daniel Waltcher
		Daniel Waltcher Deputy Managing Director and General Counsel

EXHIBIT INDEX

1.1	Amended and Restated Stockholder Agreement, dated as of July 16, 2008, between Merrill Lynch & Co., Inc. and BlackRock, Inc.
1.2	Amended and Restated Global Distribution Agreement, dated as of July 16, 2008, between Merrill Lynch and Co., Inc. and BlackRock, Inc.

EX-1.1

Exhibit 1.1

AMENDED AND RESTATED

STOCKHOLDER AGREEMENT

BETWEEN

MERRILL LYNCH & CO., INC.

AND

BLACKROCK, INC.

DATED AS OF JULY 16, 2008

Table of Contents

		Page
	ARTICLE I
	DEFINITIONS
Section 1.1	Certain Defined Terms	1
Section 1.2	Other Defined Terms	8
Section 1.3	Other Definitional Provisions	8
Section 1.4	Methodology for Calculations	8
	ARTICLE II
	SHARE OWNERSHIP
Section 2.1	Acquisition of Additional BlackRock Capital Stock	9
Section 2.2	Prohibition of Certain Communications and Actions	10
Section 2.3	Purchases of Additional Securities	12
Section 2.4	BlackRock Share Repurchases	12
	ARTICLE III
	TRANSFER RESTRICTIONS
Section 3.1	General Transfer Restrictions	13
Section 3.2	Restrictions on Transfer	13
Section 3.3	Right of Last Refusal	14
Section 3.4	Legend on Securities	15
Section 3.5	Change of Control	16
	ARTICLE IV
	CORPORATE GOVERNANCE
Section 4.1	Composition of the Board	17
Section 4.2	Vote Required for Board Action; Board Quorum	17
Section 4.3	Committees	20
Section 4.4	Certificate of Incorporation and Bylaws to be Consistent	21
Section 4.5	Information Rights	21
Section 4.6	Voting Agreements	23
Section 4.7	Related Party Transactions	23

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	ARTICLE V
	NON-COMPETITION
Section 5.1	Non-Competition	24
	ARTICLE VI
	MISCELLANEOUS
Section 6.1	Conflicting Agreements	29
Section 6.2	Termination	29
Section 6.3	Ownership Information	30
Section 6.4	Savings Clause	30
Section 6.5	Amendment and Waiver	30
Section 6.6	Severability	30
Section 6.7	Entire Agreement	30
Section 6.8	Successors and Assigns	31
Section 6.9	Counterparts	31
Section 6.10	Remedies	31
Section 6.11	Notices	31
Section 6.12	Governing Law; Consent to Jurisdiction	32
Section 6.13	Interpretation	33

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AMENDED AND RESTATED STOCKHOLDER AGREEMENT

AMENDED AND RESTATED STOCKHOLDER AGREEMENT dated as of July 16, 2008 between BlackRock, Inc., a Delaware corporation ("BlackRock") and Merrill Lynch & Co., Inc., a Delaware corporation ("Merrill Lynch").

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

WHEREAS, BlackRock and Merrill Lynch wish to amend and restate the Original Agreement in its entirety;

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and obligations hereinafter set forth, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Certain Defined Terms. As used herein, the following terms shall have the following meanings:

"Affiliate" means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, such specified Person; provided, however, that solely for purposes of this Agreement, notwithstanding anything to the contrary set forth herein, neither BlackRock nor any of its Controlled Affiliates shall be deemed to be a Subsidiary or Affiliate of Merrill Lynch solely by virtue of the Beneficial Ownership by Merrill Lynch of BlackRock Capital Stock, the election of Directors nominated by Merrill Lynch to the Board, the election of any other Directors nominated by the Board or any other action taken by Merrill Lynch in accordance with the terms and conditions of, and subject to the limitations and restrictions set forth on such Person in, this Agreement (and irrespective of the characteristics of the aforesaid relationships and actions under applicable law or accounting principles).

"Agreement" means this Amended and Restated Stockholder Agreement as it may be amended, supplemented, restated or modified from time to time.

"Beneficial Ownership" by a Person of any securities includes ownership by any Person who, directly or indirectly, through any contract, arrangement, understanding,

relationship or otherwise, has or shares (i) voting power which includes the power to vote, or to direct the voting of, such security; and/or (ii) investment power which includes the power to dispose, or to direct the disposition, of such security; and shall otherwise be interpreted in accordance with the term "beneficial ownership" as defined in Rule 13d-3 adopted by the Commission under the Exchange Act; provided that for purposes of determining Beneficial Ownership, a Person shall be deemed to be the Beneficial Owner of any securities which may be acquired by such Person pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise (irrespective of whether the right to acquire such securities is exercisable immediately or only after the passage of time, including the passage of time in excess of 60 days, the satisfaction of any conditions, the occurrence of any event or any combination of the foregoing), except that in no event will Merrill Lynch be deemed to Beneficially Own any securities which it has the right to acquire pursuant to Section 2.3 unless, and then only to the extent that, it shall have actually exercised such right.  For purposes of this Agreement, a Person shall be deemed to Beneficially Own any securities Beneficially Owned by its Affiliates (including as Affiliates for this purpose its officers and directors only to the extent they would be Affiliates solely by reason of their equity interest) or any Group of which such Person or any such Affiliate is or becomes a member; provided, however, that securities Beneficially Owned by Merrill Lynch shall not include, for any purpose under this Agreement, any Voting Securities or other securities held by such Person and its Affiliates in trust, managed, brokerage, custodial, nominee or other customer accounts; in trading, inventory, lending or similar accounts of such Person and Affiliates of such Person which are broker-dealers or otherwise engaged in the securities business; or in pooled investment vehicles sponsored, managed and/or advised or subadvised by such Person and its Affiliates except, if they Beneficially Own more than 25% of the ownership interests in a pooled investment vehicle, to the extent of their ownership interests therein; provided that in each case, such securities were acquired in the ordinary course of business of their securities business and not with the intent or purpose of influencing control of BlackRock or avoiding the provisions of this Agreement. The term "Beneficially Own" shall have a correlative meaning.

"Board" means the Board of Directors of BlackRock.

"Business Day" shall mean any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in New York, New York.

"By Laws" means the By-Laws of New BlackRock, as amended or supplemented from time to time.

"Capital Stock" means, with respect to any Person at any time, any and all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) of capital stock, partnership interests (whether general or limited) or equivalent ownership interests in or issued by such Person.

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A "Change of Control of Merrill Lynch" shall be deemed to occur when the Board of Directors of Merrill Lynch determines that a Change in Control of Merrill Lynch has occurred, as a Change in Control of Merrill Lynch may be defined from time to time by the Board of Directors of Merrill Lynch; provided, however, that at a minimum, a Change in Control of Merrill Lynch shall, without any action by the Board of Directors of Merrill Lynch, be deemed to occur if:

(i)           any Person, excluding employee benefit plans of Merrill Lynch, is or becomes the Beneficial Owner, directly or indirectly, of securities of Merrill Lynch representing a majority of the combined voting power of Merrill Lynch's then outstanding securities;

(ii)           Merrill Lynch consummates a merger, consolidation, share exchange, division or other reorganization or transaction of Merrill Lynch (a "Fundamental Transaction") with any other Person, other than a Fundamental Transaction that results in the voting securities of Merrill Lynch outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least a majority of the combined voting power immediately after such Fundamental Transaction of (A) Merrill Lynch's outstanding securities, (B) the surviving entity's outstanding securities, or (C) in the case of a division, the outstanding securities of each entity resulting from the division;

(iii)           the shareholders of Merrill Lynch approve a plan of complete liquidation or winding-up of Merrill Lynch or an agreement for the sale or disposition (in one transaction or a series of transactions) of all or substantially all Merrill Lynch's assets;

(iv)           as a result of a proxy contest, individuals who prior to the conclusion thereof constituted the Board of Directors of Merrill Lynch (including for this purpose any new director whose election or nomination for election by Merrill Lynch's shareholders in connection with such proxy contest was approved by a vote of at least two thirds of the directors then still in office who were directors prior to such proxy contest) cease to constitute at least a majority of the Board of Directors of Merrill Lynch (excluding any Board seat that is vacant or otherwise unoccupied);

(v)           during any period of twenty-four (24) consecutive months, individuals who at the beginning of such period constituted the Board of Directors of Merrill Lynch (including for this purpose any new director whose election or nomination for election by Merrill Lynch's shareholders was approved by a vote of at least two thirds of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board of Directors of Merrill Lynch (excluding any Board seat that is vacant or otherwise unoccupied); or

(vi)           Merrill Lynch, directly or indirectly, disposes in one transaction or a series of related transactions of the business segment currently referred to as the Global Private Client

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business of Merrill Lynch, as the same may be renamed or restructured from time to time.  For purposes of this provision, a disposition shall not be deemed to occur unless it results in the loss of a minimum of 66% of the annual gross revenues (excluding net interest profit and related hedges and adjustments for any extraordinary items) of the Global Private Client segment as measured by reference to the annual gross revenues of the Global Private Client segment (excluding net interest profit and related hedges and adjustments for any extraordinary items) in the four fiscal quarters immediately preceding the first such disposition transaction.  For purposes of this definition, "net interest profit and related hedges" refers to interest revenues less interest expense and includes the allocation to the Global Private Client business of the interest spread earned in Merrill Lynch's banking subsidiaries for deposits, as well as interest earned, net of provisions for loan losses, on securities-based loans, mortgages, small- and middle-market business and other loans, corporate funding allocations, and the interest component of non-qualifying derivatives.

"Commission" means the United States Securities and Exchange Commission.

"Common Stock" means the shares of Common Stock, par value $0.01 per share, of BlackRock and any securities issued in respect thereof, or in substitution therefor, in connection with any stock split, dividend or combination, or any reclassification, recapitalization, merger, consolidation, exchange or other similar reorganization.

"control" (including the terms "controlled by" and "under common control with"), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or any other means, or otherwise to control such Person within the meaning of such term as used in Rule 405 under the Securities Act.  For purposes of this definition, a general partner or managing member of a Person shall always be considered to control such Person provided, however, that a Person shall not be treated as having any control over any collective investment vehicle to which it provides services unless it and its Affiliates collectively have a proprietary economic interest exceeding 25% of the equity interest in such collective investment vehicle.

"Controlled Affiliate" of any Person means a Person that is directly or indirectly controlled by such other Person.

"Director" means any member of the Board (other than any advisory, honorary or other non-voting member of the Board).

"Equivalent Securities" means at any time shares of any class of Capital Stock or other securities or interests of a Person which are substantially equivalent to the Voting Securities of such Person other than by reason of not having voting rights, including, for the avoidance of doubt, the Series A Participating Preferred Stock.

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"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Commission from time to time thereunder (or under any successor statute).

"Fair Market Value" means, as to any securities or other property, the cash price at which a willing seller would sell and a willing buyer would buy such securities or property in an arm's length negotiated transaction without time constraints. With respect to any securities that are traded on a national securities exchange or quoted on the Nasdaq Global Select Market, Fair Market Value shall mean the arithmetic average of the closing prices of such securities on their principal market for the ten consecutive trading days immediately preceding the applicable date of determination and with respect to shares of Series A Participating Preferred Stock shall be the same price per share as the Fair Market Value per share of the Common Stock. The Fair Market Value of any property or assets, other than securities described in the preceding sentence, with an estimated value of less than 1% of the Fair Market Value of all of the issued and outstanding BlackRock Capital Stock shall be determined by the Board (acting through a majority of the Independent Directors) in its good faith judgment. The Fair Market Value of all other property or assets shall be determined by an Independent Investment Banking Firm, selected by a majority of the Independent Directors, whose determination shall be final and binding on the parties hereto. The fees and expenses of such Independent Investment Banking Firm shall be paid by BlackRock.

"Group" shall have the meaning assigned to it in Section 13(d)(3) of the Exchange Act.

"Independent Director" means any Director who (i) is or would be an "independent director" with respect to BlackRock pursuant to Section 303A.02 of the New York Stock Exchange Listed Company Manual (or any successor provision) and (ii) was not nominated or proposed for nomination by or on behalf of, Merrill Lynch, any Significant Stockholder, or any Affiliates or Designated Directors of Merrill Lynch or a Significant Stockholder.

"Independent Investment Banking Firm" means an investment banking firm of nationally recognized standing that in the reasonable judgment of the Person or Persons engaging such firm, taking into account any prior relationship with Merrill Lynch, any Significant Stockholder or BlackRock, is independent of such Person or Persons.

"Merrill Lynch Alternative Manager" means any asset management business formed or acquired, either in whole or in part, after the date hereof by Merrill Lynch, substantially all of the business of which is the management of collective investment funds and/or separately managed accounts that primarily utilize (i) non-traditional investment techniques, including but not limited to short selling, leverage, arbitrage, specialty finance, and quantitatively-driven structured trades and(ii) other activities that are not a Merrill Lynch Restricted Activity.

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"Ownership Cap" means, at any time of determination, with respect to Merrill Lynch and its Affiliates, each of (i) 49.8 percent of the Total Voting Power of the Voting Securities of BlackRock issued and outstanding at such time (the "Voting Ownership Cap") and (ii) 49.8 percent of the sum of the Voting Securities and the Series A Participating Preferred Stock of BlackRock issued and outstanding at such time and issuable upon the exercise of any options or other rights outstanding at that time which, if exercised, would result in the issuance of additional Voting Securities or Series A Participating Preferred Stock (the "Total Ownership Cap").

"Ownership Percentage" means, with respect to any Person, at any time, the quotient, expressed as a percentage, of (i) with respect to the Voting Ownership Cap (A) the Total Voting Power of all Voting Securities of another Person Beneficially Owned by such Person and its Affiliates divided by (B) the Total Voting Power of all Voting Securities of such other Person issued and outstanding at that time and (ii) with respect to the Total Ownership Cap, (A) the Total Voting Power of all Voting Securities and the total number of Equivalent Securities of another Person Beneficially Owned by such Person and its Affiliates divided by (B) the Total Voting Power of all Voting Securities and the total number of Equivalent Securities of such other Person issued and outstanding at that time and issuable upon the exercise of any options or other rights outstanding at that time which, if exercised, would result in the issuance of additional Voting Securities or Equivalent Securities.

"Ownership Threshold" means, at any time of determination, with respect to Merrill Lynch and its Affiliates, 20 percent of the Total Voting Power of the Voting Securities of BlackRock issued and outstanding at such time.

"Person" means any individual, corporation, limited liability company, limited or general partnership, joint venture, association, joint-stock company, trust, unincorporated organization, other entity, government or any agency or political subdivision thereof or any Group comprised of two or more of the foregoing.

"Restricted Person" means each of the entities (and their successors) set forth in that certain letter to be delivered by Merrill Lynch prior to the fifth anniversary of the Closing who Merrill Lynch considers to be the nine organizations most competitive with its overall business; provided, that not more than once in any 12 month period thereafter, Merrill Lynch may, with the consent of a majority of the Independent Directors, which consent, subject to applicable fiduciary duties, shall not be unreasonably withheld, amend such letter; provided, further, that at no time may more than nine entities (together with their Affiliates) be Restricted Persons.

"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated by the Commission from time to time thereunder (or under any successor statute).

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"Series A Participating Preferred Stock" means the Series A Participating Preferred Stock, par value $.01 per share, of BlackRock and any securities issued in respect thereof, or in substitution therefor, or in substitution therefor in connection with any stock split, dividend or combination, or any reclassification, recapitalization, merger, consolidation, exchange or other similar reorganization.

"Significant Stockholder" means, at any time of determination, any Person other than Merrill Lynch and its Affiliates that Beneficially Owns 20 percent or more of the Total Voting Power of the Voting Securities of BlackRock issued and outstanding at such time.

"Subsidiary" means, with respect to any Person, any corporation or other organization, whether incorporated or unincorporated, (i) of which such Person or any other Subsidiary of such Person is a general partner (excluding partnerships, the general partnership interests of which held by such Person or any Subsidiary of such Person do not have a majority of the voting or similar interests in such partnership), or (ii) at least a majority of the securities or other interests of which having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such Person or by any one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries.

"Total Voting Power" means the total number of votes entitled to be cast by the holders of the outstanding Capital Stock and any other securities entitled, in the ordinary course, to vote on matters put before the holders of the Capital Stock generally.

"Transfer" means, directly or indirectly, to sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of (by operation of law or otherwise), either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or similar disposition of (by operation of law or otherwise), any Capital Stock or any interest in any Capital Stock; provided, however, that a merger, amalgamation, plan of arrangement or consolidation or similar business combination transaction in which Merrill Lynch is a constituent corporation (or otherwise a party including, for the avoidance of doubt, a transaction pursuant to which a Person acquires all or a portion of Merrill Lynch's outstanding Capital Stock, whether by tender or exchange offer, by share exchange, or otherwise) shall not be deemed to be the Transfer of any BlackRock Capital Stock Beneficially Owned by Merrill Lynch, provided that the primary purpose of any such transaction is not to avoid the provisions of this Agreement and that the successor or surviving person to such a merger, amalgamation, plan of arrangement or consolidation or similar business combination transaction, if not Merrill Lynch, expressly assumes all obligations of Merrill Lynch under this Agreement. For purposes of this Agreement, the term Transfer shall include the sale of an Affiliate of Merrill Lynch or Merrill Lynch's interest in an Affiliate which Beneficially Owns BlackRock Capital Stock unless such Transfer is in connection with a merger, amalgamation, plan of arrangement or consolidation or similar business combination transaction referred to in the first proviso of the previous sentence.

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"Voting Securities" means at any time shares of any class of Capital Stock or other securities or interests of a Person which are then entitled to vote generally, and not solely upon the occurrence and during the continuation of certain specified events, in the election of Directors or Persons performing a similar function with respect to such Person, and any securities convertible into or exercisable or exchangeable at the option of the holder thereof for such shares of Capital Stock.

Section 1.2 Other Defined Terms. The following terms shall have the meanings defined for such terms in the Sections set forth below:

TERM	SECTION
Additional BlackRock Stock Purchase	Section 2.3
BlackRock	Preamble
BlackRock Party	Section 3.3(a)
BlackRock Restricted Activities	Section 5.1(a)
Closing	Section 2.1(d)
DGCL	Section 1.4
Final Transfer Notice	Section 3.2
Initial Transfer Notice	Section 3.2(b)
Last Look Price	Section 3.2(b)
Litigation	Section 6.11(a)
Management Designee	Section 4.1(a)
Merrill Lynch	Preamble
Merrill Lynch Designee	Section 4.1(a)
Merrill Lynch Restricted Activities	Section 5.1(a)
Prohibited Actions	Section 2.2(h)
Related Person	Section 4.7
Significant Stockholder Designee	Section 4.1(a)
Stock Issuance	Section 2.3
Transaction Agreement	Section 2.1(d)
Transferring Party	Section 3.2(b)

Section 1.3 Other Definitional Provisions.  The words "hereof", "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Article and Section references are to this Agreement unless otherwise specified.

The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

Section 1.4 Methodology for Calculations.  For purposes of calculating the number of outstanding shares of BlackRock Capital Stock or Voting Securities and the number of shares of BlackRock Capital Stock or Voting Securities Beneficially Owned by any Person as of any date, any shares of BlackRock Capital Stock or Voting Securities held in BlackRock's treasury or belonging to any Subsidiaries of BlackRock which are not entitled to be voted or

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counted for purposes of determining the presence of a quorum pursuant to Section 160(c) of the Delaware General Corporation Law (or any successor statute (the "DGCL")) shall be disregarded.

ARTICLE II

SHARE OWNERSHIP

Section 2.1 Acquisition of Additional BlackRock Capital Stock.

(a) Except as provided in paragraph (b) below Merrill Lynch covenants and agrees with BlackRock that it shall not, and shall not permit any of its Affiliates to, directly or indirectly, acquire, offer or propose to acquire or agree to acquire, whether by purchase, tender or exchange offer, through the acquisition of control of another Person (whether by way of merger, consolidation or otherwise), by joining a partnership, syndicate or other Group or otherwise, the Beneficial Ownership of any additional BlackRock Capital Stock, if after giving effect to such acquisition or action, it would Beneficially Own BlackRock Capital Stock representing more than its Voting Ownership Cap or Total Ownership Cap.

(b) Notwithstanding the foregoing, the acquisition (whether by merger, consolidation, exchange of equity interests, purchase of all or part of the equity interests or assets or otherwise) by Merrill Lynch or an Affiliate thereof of any Person that Beneficially Owns BlackRock Capital Stock, or the acquisition of BlackRock Capital Stock in connection with securing or collecting a debt previously contracted in good faith in the ordinary course of Merrill Lynch's or such Affiliate's banking, brokerage or securities business, shall not constitute a violation of its Ownership Cap; provided that (i) the primary purpose of any such transaction is not to avoid the provisions of this Agreement, including its Ownership Cap, and (ii) in the case of an acquisition of another Person, it uses reasonable best efforts to negotiate terms in connection with the relevant acquisition agreement requiring such other Person to divest itself of sufficient BlackRock Capital Stock it Beneficially Owns so that its Voting Ownership Cap and its Total Ownership Cap would not be exceeded pro forma for the acquisition, with such divestiture to be effected concurrently with, or as promptly as practicable following, the consummation of such acquisition (but in no event more than 120 days following such consummation, or such longer period not in excess of 243 days following such consummation as may be necessary due to the possession of material non-public information or so that neither it nor any of its Affiliates incurs any liability under Section 16(b) of the Exchange Act if, for purposes of Section 16(b), they have not acquired Beneficial Ownership of any other shares of BlackRock Capital Stock or derivatives thereof after the date of the transaction that resulted in Merrill Lynch exceeding its Ownership Cap) and the successor or surviving Person to such transaction, if not Merrill Lynch or such Affiliate, expressly assumes all obligations of Merrill Lynch or such Affiliate, as the case may be, under this Agreement; and provided, further, that the provisions of paragraph (c) below are complied with.

(c) (i) If at any time Merrill Lynch and any of its Affiliates Beneficially Own in the aggregate BlackRock Capital Stock representing more than its Voting Ownership Cap or

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Total Ownership Cap, then Merrill Lynch shall, as soon as is reasonably practicable (but in no event longer than 120 days after its Ownership Percentage first exceeds its Voting Ownership Cap or Total Ownership Cap or such longer period not in excess of 243 days following such consummation as may be necessary due to the possession of material non-public information or so that neither it nor any of its Affiliates incurs any liability under Section 16(b) of the Exchange Act if, for purposes of Section 16(b), they have not acquired Beneficial Ownership of any other shares of BlackRock Capital Stock or derivatives thereof after the date of the transaction that resulted in Merrill Lynch exceeding its Ownership Cap) Transfer (in any manner that would be permitted by Section 3.2(b) after the lapse of any minimum holding period) a number of shares of BlackRock Capital Stock sufficient to reduce the amount of BlackRock Capital Stock Beneficially Owned by it and its Affiliates to an amount representing not greater than its Ownership Cap.

(ii) Notwithstanding any other provision of this Agreement, in no event may Merrill Lynch or any of its Affiliates, directly or indirectly, including through any agreement or arrangement, exercise any voting rights, during the term of this Agreement, in respect of any BlackRock Capital Stock Beneficially Owned by it and its Affiliates representing in excess of its Voting Ownership Cap.

(d) Any additional BlackRock Capital Stock acquired and Beneficially Owned by Merrill Lynch or any of its Affiliates following the Closing (the "Closing") of the transactions contemplated by the Transaction Agreement and Plan of Merger, dated as of February 15,  2006 (the "Transaction Agreement") shall be subject to the restrictions contained in this Agreement as fully as if such shares of BlackRock Capital Stock were acquired by it at or prior to the Closing.

(e) Notwithstanding Section 2.1(a), Merrill Lynch shall not and shall cause its Affiliates not to acquire Beneficial Ownership of any shares of BlackRock Capital Stock from any Person other than BlackRock or a Significant Stockholder (other than pursuant to an acquisition effected in a manner contemplated by Section 2.1(b)) if after giving effect to such acquisition Merrill Lynch, together with its Affiliates, would Beneficially Own BlackRock Capital Stock representing more than 90 percent of its Voting Ownership Cap.

Section 2.2 Prohibition of Certain Communications and Actions. Merrill Lynch shall not and shall cause its Affiliates and its and their directors officers and other agents not to (w) solicit, seek or offer to effect, or effect, (x) negotiate with or provide any information to the Board, any director or officer of BlackRock, any stockholder of BlackRock, any employee or union or other labor organization representing employees of BlackRock or any other Person with respect to, (y) make any statement or proposal, whether written or oral, either alone or in concert with others, to the Board, any director or officer of BlackRock or any stockholder of, any employee or union or other labor organization representing employees of BlackRock or any other Person with respect to, or (z) make any public announcement (except as required by law in respect of actions permitted hereby) or proposal or offer whatsoever (including, but not limited to, any "solicitation" of "proxies" as such terms are defined or used in Regulation 14A under the Exchange Act) with respect to:

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(a) any acquisition, offer to acquire, or agreement to acquire, directly or indirectly, by purchase or any other action the purpose or result of which would be to Beneficially Own (i) BlackRock Capital Stock or Voting Stock of any successor to or person in control of BlackRock in an amount which, when added to any other BlackRock Capital Stock then Beneficially Owned by Merrill Lynch and any of its Affiliates would cause the total amount of BlackRock Voting Securities Beneficially Owned by Merrill Lynch to exceed its Voting Ownership Cap or Total Ownership Cap, (ii) any equity securities of any Controlled Affiliate of BlackRock, (in each case except to the extent such acquisition, offer or agreement would be permissible under Section 2.1),

(b) any form of business combination or similar or other extraordinary transaction involving BlackRock or any Controlled Affiliate thereof, including, without limitation, a merger, tender or exchange offer or sale of any substantial portion of the assets of BlackRock or any Controlled Affiliate of BlackRock,

(c) any form of restructuring, recapitalization or similar transaction with respect to BlackRock or any Controlled Affiliate of BlackRock,

(d) any purchase of any assets, or any right to acquire any asset (through purchase, exchange, conversion or otherwise), of BlackRock or any Controlled Affiliate of BlackRock, other than investment assets of BlackRock or any Controlled Affiliate of BlackRock in the ordinary course of its banking, brokerage or securities business and other than an insubstantial portion of such assets in the ordinary course of business,

(e) being a member of a Group for the purpose of acquiring, holding or disposing of any shares of BlackRock Capital Stock or any Controlled Affiliate of BlackRock,

(f) selling any share of BlackRock Capital Stock in an unsolicited tender offer that is opposed by the Board,

(g) any proposal to seek representation on the Board except as contemplated by this Agreement or, other than as permitted by the proviso to Section 4.6(a) of this Agreement, any proposal to seek to control or influence the management, Board or policies of BlackRock or any Controlled Affiliate of BlackRock, or

(h) encourage, join, act in concert with or assist (including, but not limited to, providing or assisting in any way in the obtaining of financing for, or acting as a joint or co-bidder with) any third party to do any of the foregoing (the actions referred to in the foregoing provisions of this sentence being referred to as "Prohibited Actions").  If at any time Merrill Lynch or any Affiliate thereof is approached by any Person requesting Merrill Lynch or any Affiliate to instigate, encourage, join, act in concert with or assist any Person in a Prohibited

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Action involving the assets, businesses or securities of BlackRock or any of its Controlled Affiliates or any other Prohibited Actions, Merrill Lynch will promptly inform BlackRock of the nature of such contact and the parties thereto.

Nothing in this Section 2.2 shall limit the ability of any Director, including any Merrill Lynch Designee, to vote in his or her capacity as a Director in such manner as he or she sees fit.

Section 2.3 Purchases of Additional Securities.  At any time that BlackRock effects an issuance (a "Stock Issuance") of additional Voting Securities or Equivalent Securities other than in connection with any employee restricted stock, stock option, incentive or other benefit plan to any Person or Persons other than Merrill Lynch or any Affiliate thereof, Merrill Lynch shall, subject to Section 2.1, have the right to purchase from BlackRock (in each instance, an "Additional BlackRock Stock Purchase") (i) additional shares of Series A Participating Preferred Stock such that following such Stock Issuance and such purchase Merrill Lynch and its Affiliates will Beneficially Own shares and/or other securities representing the lesser of (A) the lesser of Merrill Lynch's Voting Ownership Cap and its Total Ownership Cap and (B) the same Ownership Percentage of Merrill Lynch's Voting Ownership Cap and Total Ownership Cap as they Beneficially Owned immediately prior to such Stock Issuance and (ii) if the total of all Stock Issuances including the Stock Issuance in question since the Closing has the effect, after taking into account any repurchases of BlackRock Capital Stock by BlackRock since the Closing and any Transfers of BlackRock Capital Stock by Merrill Lynch and its Affiliates in accordance with Section 3.2(b)(i) or (ii), of decreasing the Total Voting Power of BlackRock Capital Stock issued and outstanding after giving effect to such Stock Issuance Beneficially Owned by Merrill Lynch and its Affiliates to 90% or less of Merrill Lynch's Voting Ownership Cap, additional Voting Securities of the same class or series issued in the Stock Issuance such that following such Stock Issuance and such purchase Merrill Lynch and its Affiliates will Beneficially Own shares and/or other securities representing the lesser of (x) Merrill Lynch's Voting Ownership Cap and (y) the same Ownership Percentage of Merrill Lynch's Voting Ownership Cap as Merrill Lynch's and its Affiliates Beneficially Owned immediately prior to such Stock Issuance. If Merrill Lynch exercises such right within 30 days after the pricing date of such Stock Issuance and if the purchaser or purchasers of Voting Securities in such Stock Issuance pays cash in consideration for such securities, Merrill Lynch shall pay an equal per security amount of cash consideration in the Additional BlackRock Stock Purchase following such Stock Issuance.  In all other cases, the price that Merrill Lynch shall pay to purchase the additional securities shall be the Fair Market Value per unit of the class or series of securities. BlackRock shall give Merrill Lynch written notice of any Stock Issuance as far in advance as practicable and on the date of completion.

Section 2.4 BlackRock Share Repurchases.  If BlackRock engages in any share repurchase program or self-tender that has the effect of causing Merrill Lynch's Beneficial Ownership of BlackRock Capital Stock to exceed its Voting Ownership Cap or Total Ownership Cap, subject to any restrictions in the Exchange Act, Merrill Lynch shall, at the request of BlackRock, promptly sell such number of shares of BlackRock Capital Stock to BlackRock as shall cause its Beneficial Ownership of BlackRock Capital Stock not to exceed its Voting Ownership Cap or Total Ownership Cap.

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ARTICLE III

TRANSFER RESTRICTIONS

Section 3.1 General Transfer Restrictions.  The right of Merrill Lynch and its Affiliates to Transfer any BlackRock Capital Stock is subject to the restrictions set forth in this Article III, and no Transfer of BlackRock Capital Stock by Merrill Lynch or any of its Affiliates may be effected except in compliance with this Article III. Any attempted Transfer in violation of this Agreement shall be of no effect and null and void, regardless of whether the purported transferee has any actual or constructive knowledge of the Transfer restrictions set forth in this Agreement, and shall not be recorded on the stock transfer books of BlackRock.

Section 3.2 Restrictions on Transfer.

(a) Without the prior written consent of BlackRock (acting through a majority of the Independent Directors), during an initial period of three years following the Closing, Merrill Lynch shall not, and shall not permit its Affiliates to, Transfer any Beneficially Owned BlackRock Capital Stock or agree to Transfer, directly or indirectly, any Beneficially Owned BlackRock Capital Stock; provided that the foregoing restriction shall not prohibit Merrill Lynch or any of its Affiliates from Transferring any Beneficially Owned BlackRock Capital Stock (i) to BlackRock pursuant to Section 2.4 or (ii) to an Affiliate of Merrill Lynch that agrees in writing with BlackRock to be bound by this Agreement as fully as if it were an initial signatory hereto.

(b) Following the third anniversary of the Closing, Merrill Lynch shall not, and shall not permit its Affiliates to, Transfer any Beneficially Owned BlackRock Capital Stock or agree to Transfer, directly or indirectly, any Beneficially Owned BlackRock Capital Stock; provided that the foregoing restriction shall not be applicable to Transfers:

(i) to an Affiliate of Merrill Lynch which agrees in writing with BlackRock to be bound by this Agreement as fully as if it were an initial signatory hereto;

(ii)pursuant to the restrictions of Rule 144 under the Securities Act applicable to sales of securities by Affiliates of an issuer (regardless of whether Merrill Lynch is deemed at such time to be an Affiliate of BlackRock) to any Person who after giving effect to such Transfer would not Beneficially Own BlackRock Capital Stock representing in the aggregate more than 5% of the Total Voting Power of BlackRock Capital Stock issued and outstanding;

(iii)pursuant to privately negotiated transactions, in each calendar quarter in an amount not in excess (together with Transfers pursuant to Section 3.2(b)(ii) and (iv) during such calendar quarter) of 4.5% of the Total Voting Power of BlackRock Capital Stock issued and outstanding to any Person who after giving effect to such Transfer would not Beneficially Own BlackRock Capital Stock representing in the aggregate more than 5% of the

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Total Voting Power of BlackRock Capital Stock issued and outstanding; provided, that Merrill Lynch or the Affiliate proposing to Transfer pursuant to this Section 3.2(b)(iii) (the "Transferring Party") promptly provide to BlackRock written notice (an "Initial Transfer Notice"), stating such Transferring Party's intention to effect such a Transfer, and stating that Merrill Lynch will comply with the provisions of Section 3.3 and prior to making any Transfer or entering into any definitive agreement to do so shall provide to BlackRock a further written notice (a "Final Transfer Notice") stating such Transferring Party's intention to effect the specific transfer described therein (including price and terms (the "Last Look Price"));

(iv)     in each calendar quarter, in an amount not in excess (together with Transfers pursuant to Section 3.2(b)(ii) and (iii)) of 4.5% of the Total Voting Power of BlackRock Capital Stock issued and outstanding, pursuant to a distribution to the public, registered under the Securities Act, in which Merrill Lynch uses its commercially reasonable efforts to (A) effect as wide a distribution of such BlackRock Capital Stock as is reasonably practicable, and (B) not knowingly sell BlackRock Capital Stock to any Person who after consummation of such offering would have Beneficial Ownership of BlackRock Capital Stock representing in the aggregate more than 5% of the Total Voting Power of BlackRock Capital Stock; or

(v)with the prior written consent of a majority of the Independent Directors.

(c) Subject to Sections 3.2(a) and (b), if Merrill Lynch wishes or is required to Transfer an amount of BlackRock Capital Stock constituting more than 10% of the Total Voting Power of BlackRock Capital Stock, Merrill Lynch shall coordinate with BlackRock regarding optimizing the manner of distribution and sale of such shares, including whether such sale should occur through an underwritten offering and shall cooperate in the marketing of any such offering.

(d) Merrill Lynch shall reimburse BlackRock for any fees and expenses incurred in connection with any Transfer by Merrill Lynch pursuant to this Section 3.2 (other than any Transfer pursuant to Sections 3.3(a) and 3.3(b)).

Section 3.3 Right of Last Refusal.

(a) Upon receipt of a Final Transfer Notice, unless the proposed Transfer described therein is being made in a tax-free Transfer to a charitable organization or foundation, BlackRock will have an irrevocable and transferable option to purchase all of the BlackRock Capital Stock subject to such Final Transfer Notice at the Last Look Price and otherwise on the terms and conditions described in the Final Transfer Notice.  BlackRock and/or its transferees (collectively and/or separately, the "BlackRock Party") shall, within 10 Business Days from receipt of the Final Transfer Notice, indicate if it intends to exercise such option by sending irrevocable written notice of any such exercise to the Transferring Party, and such BlackRock

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Party shall then be obligated to purchase all such BlackRock Capital Stock on terms and conditions no less favorable (other than date of closing) to Transferring Party than those set forth in the Final Transfer Notice.

(b) If a BlackRock Party elects to purchase all of such BlackRock Capital Stock, the BlackRock Party and the Transferring Party shall be legally obligated to consummate such transaction and shall use their commercially reasonable efforts to consummate such transaction as promptly as practicable but in any event within 10 Business Days following the delivery of such election notice or, if later, 5 Business Days after receipt of all required regulatory approvals (but in no event more than 60 days after the delivery of such election notice).

(c) If a BlackRock Party does not elect to purchase all of such BlackRock Capital Stock pursuant to this Section 3.3 (or if, having made such election, does not complete such purchase within the applicable time period specified in Section 3.3(b)), then the Transferring Party shall be free for a period of 30 days from the date the election notice was due to be received from a BlackRock Party to enter into definitive agreements to Transfer such BlackRock Capital Stock in accordance with Section 3.2(b)(ii) for not less than the Last Look Price; provided that any such definitive agreement provides for the consummation of such Transfer to take place within nine months from the date of such definitive agreement and is otherwise on terms not more favorable to the transferee in any material respect than were contained in the Final Transfer Notice.  In the event that the Transferring Party has not entered into such a definitive agreement with such 30-day period, or has so entered into such an agreement but has not consummated the sale of such BlackRock Capital Stock within nine months from the date of such definitive agreement, then the provisions of this Section 3.3 shall again apply, and such Transferring Party shall not Transfer or offer to Transfer such BlackRock Capital Stock not so Transferred without again complying with this Section 3.3, to the extent applicable.

(d) Each of the time periods set forth in Section 3.3(a)-(c) above shall be doubled if the number of shares Merrill Lynch seeks to Transfer (as set forth in the Final Transfer Notice) exceeds 4.5% of the Total Voting Power of the BlackRock Capital Stock issued and outstanding at that time.

Section 3.4 Legend on Securities.

(a) Each certificate representing shares of BlackRock Capital Stock Beneficially Owned by Merrill Lynch or its Affiliates and subject to the terms of this Agreement shall bear the following legend on the face thereof:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND CERTAIN OTHER LIMITATIONS SET FORTH IN A CERTAIN AMENDED AND RESTATED STOCKHOLDER AGREEMENT DATED AS OF JULY 16, 2008, AMONG BLACKROCK, INC. (THE

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"COMPANY") AND MERRILL LYNCH & CO, INC., AS THE SAME MAY BE AMENDED FROM TIME TO TIME (THE "AGREEMENT"), COPIES OF WHICH AGREEMENT ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY."

(b) Upon any acquisition by Merrill Lynch or any of its Affiliates of additional shares of BlackRock Capital Stock, Merrill Lynch shall, or shall cause such Affiliate to, submit the certificates representing such shares of BlackRock Capital Stock to BlackRock so that the legend required by this Section 3.4 may be placed thereon (if not so endorsed upon issuance).

(c) BlackRock may make a notation on its records or give instructions to any transfer agents or registrars for BlackRock Capital Stock in order to implement the restrictions on Transfer set forth in this Agreement.

(d) In connection with any Transfer of shares of Beneficially Owned BlackRock Capital Stock, the transferor shall provide BlackRock with such customary certificates, opinions and other documents as BlackRock may reasonably request to assure that such Transfer complies fully with this Agreement and with applicable securities and other laws.  In connection with any Transfer pursuant to Section 3.2(b)(ii), (iii) or (iv), BlackRock shall remove such portion of the foregoing legend as is appropriate in the circumstances.

Section 3.5 Change of Control.  Upon a Change of Control of Merrill Lynch within the first five years after the Closing, Merrill Lynch (or any successor Person) shall, (a) within 30 days of such Change of Control, initiate and thereafter as promptly as practicable (consistent with applicable legal requirements) Transfer in accordance with the provisions of Sections 3.2 and/or 3.3 of this Agreement (or such other manner as the parties shall have agreed is optimal in the circumstances and will not result in an "assignment" of any investment advisory agreements of BlackRock and its Controlled Affiliates under the U.S. Investment Advisers Act of 1940) such number of Voting Securities of BlackRock as shall be necessary to reduce to 24.9 percent the Total Voting Power of BlackRock Capital Stock Beneficially Owned by Merrill Lynch and its Affiliates immediately after giving effect to such Change of Control or, at the election of Merrill Lynch, (b) Merrill Lynch shall exchange all of its shares of Common Stock for shares of Series A Participating Preferred Stock on the basis of one share of Series A Participating Preferred Stock for each share of Common Stock so exchanged and shall agree to elect cash dividends on all such shares, and BlackRock shall effect such exchange.  The parties shall cooperate in completing and marketing such Transfer, and shall take into account all relevant considerations, including market conditions, in determining the timing and manner of such Transfer.

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ARTICLE IV

CORPORATE GOVERNANCE

Section 4.1 Composition of the Board.

(a) Following the Closing, BlackRock and Merrill Lynch shall each use its best efforts to cause the election at each meeting of stockholders of BlackRock of such nominees reasonably acceptable to the Board such that there are no more than 17 Directors; there are four Directors (including at least one who also is a former senior executive of Merrill Lynch) who are members of BlackRock management (each a "Management Designee"); there are two Directors, each in a different class, who are individuals designated in writing to BlackRock by Merrill Lynch (each, a "Merrill Lynch Designee"); there are two Directors, each in a different class, who are individuals designated in writing to BlackRock by a Person who is a Significant Stockholder and has held such status since prior to the date of the Transaction Agreement (each, a "Significant Stockholder Designee"); and the remaining Directors are Independent Directors.

(b) Following the Closing, upon the resignation, retirement or other removal from office of any Management Designee or Merrill Lynch Designee (i) BlackRock or Merrill Lynch, as the case may be, shall be entitled promptly to designate a replacement Management Designee or Merrill Lynch Designee, as the case may be, who meets the qualifications of a Director and is reasonably acceptable to the Board and (ii) BlackRock and Merrill Lynch shall each use its best efforts to cause the appointment or election of such replacement designee as a Director by the other Directors or by the stockholders of BlackRock.

Section 4.2 Vote Required for Board Action; Board Quorum.

(a) Except as provided in this Section 4.2 and in Section 4.7, any determination or other action of or by the Board (other than action by unanimous written consent in lieu of a meeting) shall require the affirmative vote or consent, at a meeting at which a quorum is present, of a majority of directors present at such meeting.

(b) In addition to the requirements of Section 4.2(a), BlackRock shall not enter into or effectuate any of the following transactions without the prior approval of either all of the Independent Directors then in office, or at least two-thirds of the Directors then in office, at a meeting with respect to which such transaction was specifically described in a written notice of meeting called at least two Business Days in advance; provided, however, that if a Director is not present (for the avoidance of doubt, a Director may attend, and be counted as present, at a meeting telephonically) at either of two meetings called and noticed in the foregoing manner to consider such transaction, such Director shall be deemed, solely for purposes of this Section 4.2(b), not to be a Director then in office if such Director is not present at the third meeting called and noticed in the foregoing manner to consider such transaction:

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(i)       appointment of a new Chief Executive Officer of BlackRock;

(ii)      any merger, consolidation, exchange of shares, issuance of shares or similar transaction as a result of which a majority of the Total Voting Power of BlackRock Capital Stock or the Person surviving such transaction issued and outstanding immediately after giving effect to such transaction would be Beneficially Owned by one or more Persons other than Persons holding a majority of the Total Voting Power of BlackRock Capital Stock Issued and outstanding prior to the occurrence of such transaction, or any sale of all or substantially all of the assets of BlackRock to any Person;

(iii)     any acquisition, whether by merger, consolidation, exchange of equity interests, purchase of equity interests or assets or similar transaction of any Person or business the consolidated net income after taxes of which for its preceding fiscal year equals or exceeds 20% of BlackRock's consolidated net income after taxes for it preceding fiscal year if such acquisition involves the current or potential issuance of BlackRock Capital Stock constituting more than 10% of the Total Voting Power of BlackRock Capital Stock issued and outstanding immediately after completion of such acquisition;

(iv)     any acquisition, whether by merger, consolidation, exchange of equity interests, purchase of equity interests or assets or similar transaction of any Person or business constituting a line of business that is materially different from the lines of business BlackRock and its Controlled Affiliates are engaged in immediately prior to such acquisition if such acquisition involves consideration in excess of 10% of the total assets of BlackRock on a consolidated basis;

(v)      except for repurchases pursuant to the terms of this Agreement, any repurchase by BlackRock or any Subsidiary of BlackRock of shares of BlackRock Capital Stock such that after giving effect to such repurchase BlackRock and its Subsidiaries shall have repurchased more than 10% of the Total Voting Power of BlackRock Capital Stock within the 12-month period ending on the date of such repurchase;

(vi)     any amendment, modification or waiver of BlackRock's Certificate of Incorporation;

(vii)    any matter requiring stockholder approval pursuant to the New York Stock Exchange listed company manual;

(viii)   any amendment, modification or waiver (as distinct from a consent or approval provided therein) of any restriction or prohibition on Merrill Lynch or its Affiliates provided for herein or any amendment, modification or waiver (as distinct from a consent or approval provided for therein) of any restriction or prohibition on a Significant Stockholder or its

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Affiliates provided for in a stockholders agreement between BlackRock and such Significant Stockholder;

provided, however, that if a Change of Control of Merrill Lynch occurs prior to the fifth anniversary of the Closing, the provisions of this Section 4.2(b) shall immediately cease.

(c) In addition to the requirements of Section 4.2(a) and (b), BlackRock shall not enter into any agreement providing for, or effectuate any of the following transactions without the prior written approval of Merrill Lynch:

(i)until the fifth anniversary of the Closing, (A) any merger, consolidation, exchange of shares, issuance of shares or similar transaction as a result of which a majority of the Total Voting Power of the Capital Stock of BlackRock or the Person surviving such transaction issued and outstanding immediately after giving effect to such transactions would be Beneficially Owned by one or more Persons other than Persons holding a majority of the Total Voting Power of the BlackRock Capital Stock issued and outstanding prior to the occurrence of such transaction or (B), in the case of a merger, consolidation, exchange of shares, issuance of shares or similar transaction that is not covered by clause (A) above, more than 20% of the Total Voting Power of the Capital Stock of BlackRock or the other Person surviving such transaction issued and outstanding immediately after giving effect to such transaction would be Beneficially Owned by any Person who Beneficially Owned less than 20% of the Total Voting Power of the BlackRock Capital Stock or of the Capital Stock of such other Person immediately prior to such transaction;

(ii)      after the fifth anniversary of the Closing, any merger, consolidation, exchange of shares, issuance of shares or similar transaction as a result of which a majority of the Total Voting Power of BlackRock Capital Stock would be Beneficially Owned by a Restricted Person or any sale of all or substantially all of the assets of BlackRock to any Restricted Person;

(iii)     any sale, whether by merger, consolidation, exchange of equity interests, sale of equity interests in or assets or similar transaction of any Subsidiary if the annualized revenues of such Subsidiary or assets, together with the annualized revenues of all other Subsidiaries so disposed of within the 12-month period ending on the date of such sales exceeds more than 20% of the annualized revenues of BlackRock for the preceding fiscal year on a consolidated basis;

(iv)     any acquisition, whether by merger, consolidation, exchange of equity interests, purchase of equity interests or assets or similar transaction of any Person or business which would be reasonably likely in the opinion of counsel to Merrill Lynch require Merrill Lynch to register with the Board of Governors of the Federal Reserve System as a bank holding company or become subject to regulation, supervision or restrictions under the Bank

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Holding Company Act of 1956, the Change of Bank Control Act or Section 10 of the Homeowners Loan Act;

(v)any amendment, modification, repeal or waiver of Section 3.2 of BlackRock's By-Laws or of BlackRock's Certificate of Incorporation or By-Laws that would be viewed by a reasonable Person as being adverse to the rights of Merrill Lynch or more favorable to the rights of a Significant Stockholder than to the rights of Merrill Lynch;

(vi)any settlement or consent in a regulatory enforcement matter that would be reasonably likely, in the opinion of counsel to Merrill Lynch, to cause Merrill Lynch or any of its Affiliates to suffer (A) any regulatory disqualification, (B) suspension of registration or license or (C) other material adverse regulatory consequence (which approval may not be unreasonably withheld in the case of this clause (C));

(vii)any amendment, modification or waiver (as distinct from a consent or approval provided for therein) of any provision of a stockholders agreement between BlackRock and a Significant Stockholder that would be viewed by a reasonable Person as being adverse to Merrill Lynch or materially more favorable to the rights of such Significant Stockholder thereunder than to the rights of Merrill Lynch hereunder; or

(viii)any voluntary bankruptcy or similar filing or declaration by BlackRock.

provided, however, that if a Change of Control of Merrill Lynch occurs prior to the fifth anniversary of the Closing, the provisions of Section 4.2(c)(i), (ii) and (iii) shall immediately cease.

(d) A quorum for any meeting of the Board shall require the presence of a majority of the total number of Directors then in office.

Section 4.3 Committees.  To the extent permitted by applicable laws, rules and regulations (including any requirements under the Exchange Act or the rules of the New York Stock Exchange or any other applicable securities exchange on which the Common Stock is then listed) and except as otherwise determined by the Board (in accordance with Section 4.2) each committee of the Board shall consist of a majority of Independent Directors, the Audit Committee, the Compensation Committee and, to the extent required by applicable laws, rules and regulations and self-regulatory organization requirements, the Nominating Committee shall consist entirely of Independent Directors and the Executive Committee shall consist of not less than five members of which one shall be a Merrill Lynch Designee. Subject to Sections 4.2 and 4.7 all decisions of such committees shall require the affirmative vote of a majority of the Directors then serving on such committee.

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Section 4.4 Certificate of Incorporation and Bylaws to be Consistent.  Each of BlackRock and Merrill Lynch shall use its best efforts to take or cause to be taken all lawful action necessary or appropriate to ensure that at all times the Certificate of Incorporation and the Bylaws of BlackRock contain provisions consistent with the terms of this Agreement (including without limitation this Article IV) and none of the Certificate of Incorporation or the Bylaws of BlackRock or any of the corresponding constituent documents of BlackRock's Subsidiaries contain any provisions inconsistent therewith or which would in any way nullify or impair the terms of this Agreement or the rights of BlackRock or Merrill Lynch hereunder. Neither BlackRock nor Merrill Lynch shall take or cause to be taken any action inconsistent with the terms of this Agreement (including without limitation this Article IV) or the rights of BlackRock or Merrill Lynch hereunder.

Section 4.5 Information Rights.

(a) BlackRock acknowledges that the investments of Merrill Lynch in BlackRock are material and strategic to it. Accordingly, BlackRock shall provide to Merrill Lynch, on an ongoing and current basis, such access to and information with respect to BlackRock's business, operations, plans and prospects as either of them may from time to time reasonably determine it requires in order to appropriately manage and evaluate its investment in BlackRock.

(b) Without limiting the generality of the foregoing, for so long as Merrill Lynch is required (the "Equity Accounting Period") to account for its investment in BlackRock under the equity method of accounting (determined in accordance with GAAP as applicable to Merrill Lynch), BlackRock agrees that:

(i)BlackRock shall provide Merrill Lynch with (A) consolidated financial results for the latest available period of the BlackRock consolidated group (the "BlackRock Group") in order to allow Merrill Lynch to prepare its US regulatory filings under the Securities Exchange Act of 1934 ("Merrill Lynch Public Filings"), including Merrill Lynch's quarterly financial statements and annual audited financial statements and (B) such financial information or documents in the possession of BlackRock and any of its Subsidiaries as Merrill Lynch may reasonably request; and

(ii)BlackRock shall cooperate, and use its reasonable best efforts to cause BlackRock's independent certified public accounts ("BlackRock's Auditors") to cooperate, with Merrill Lynch to the extent reasonably requested by Merrill Lynch in the preparation of Merrill Lynch's public earnings releases or other press releases, Current Reports on Form 8-K, Annual Reports to Shareholders, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and any other proxy, information and registration statements, reports, notices, prospectuses and any other filings made by Merrill Lynch with the Commission, or any other Governmental Authority or otherwise made publicly available (collectively, the "Merrill Lynch Public Filings").  BlackRock agrees to provide to Merrill Lynch all information that Merrill Lynch reasonably requests in connection with any Merrill Lynch Public Filings or that, in the reasonable judgment

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of Merrill Lynch or its legal counsel, is required to be disclosed or incorporated by reference therein under any applicable law.  BlackRock shall provide such information to enable Merrill Lynch to prepare, print and release all Merrill Lynch Public Filings on a timely basis.  BlackRock shall use its reasonable best efforts to cause BlackRock's Auditors to consent to any reference to them as experts in any Merrill Lynch Public Filings required under applicable law..

(c) To the extent required in order for any Party to comply with applicable law, BlackRock and Merrill Lynch will work together in good faith to develop appropriate protocols for each to share with the other aggregate security position information for use in their respective compliance programs.  For so long as BlackRock shall be deemed a subsidiary of Merrill Lynch for purposes of the Home Owners Loan Act or Change in Bank Control Act, Merrill Lynch shall have appropriate coordination rights with respect to holdings of voting shares of savings and loan holdings companies, savings associations, banks and bank holding companies.

(d) With respect to any information provided by BlackRock:

(i)Subject to the requirements of law, Merrill Lynch shall keep confidential, and shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 4.5 unless such information (w) is or becomes publicly available other than as a result of a breach of this Section 4.5(d) by it or its representatives; (x) was within its possession prior to being furnished to it by or on behalf of BlackRock, provided that the source of such information was not known by it to be bound by a confidentiality agreement with, or other contractual or legal obligation of confidentiality to, BlackRock with respect to such information; (y) is or becomes available to such Person or any of its representatives on a non-confidential basis from a source other than BlackRock or any of its representatives; provided that such source was not known to it to be bound by a confidentiality agreement with, or other contractual or legal obligation of confidentiality to, BlackRock with respect to such information; or (z) is independently developed by or on its behalf without violating any of its obligations under this Section 4.5(d).

(ii)In the event Merrill Lynch believes that it is legally required to disclose any information or documents contemplated by this Section 4.5(d), it shall to the extent possible under the circumstances provide reasonable prior notice to BlackRock so that BlackRock may, at its own expense, seek a protective order or otherwise take reasonable steps to protect the confidentiality of such information.

(iii)     Notwithstanding the foregoing, Merrill Lynch may disclose any information or documents contemplated by this Section 4.5(d) in a filing with a governmental authority to the extent required by applicable law, provided that it shall to the extent practicable under the circumstances provide prior notice to BlackRock.

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(iv)     The rights of Merrill Lynch and the obligations of BlackRock hereunder shall be subject to applicable laws relating to the exchange of information and other applicable laws. The provisions of this Section 4.5(d) shall survive any termination of this Agreement.

Section 4.6 Voting Agreements.

(a) Merrill Lynch shall, and shall cause any of its Affiliates, to vote or act by written consent all of the shares of BlackRock Capital Stock Beneficially Owned by it (i) in favor of each matter required to effectuate any provision of this Agreement and against any matter the approval of which would be inconsistent with any provision of this Agreement and (ii) to the extent consistent with clause (i) above, in accordance with the recommendation of the Board on all matters approved by the Board in accordance with the provisions of Article IV, including elections of Directors; provided, however, that if the Board shall either fail to nominate for election as a Director either or both of two individuals designated by Merrill Lynch who are reasonably acceptable to the Board, or shall unreasonably reject one or more Merrill Lynch designees who is otherwise eligible to serve, then, so long as such individuals otherwise meet the requirements for serving as a Director of BlackRock, Merrill Lynch and its Affiliates shall have the right to nominate such individuals at the applicable meeting of stockholders and to solicit proxies for the election of such individuals and, if such individuals are nominated at such meeting, may vote all of their shares of BlackRock Capital Stock entitled to vote on such matter in favor of the election of such individuals.

(b) Merrill Lynch shall, and shall cause each of its Affiliates who hold BlackRock Capital Stock entitled to vote on any matter, be present in person or represented by proxy at all meetings of securityholders of BlackRock to the extent necessary so that all Voting Securities Beneficially Owned by Merrill Lynch and its Affiliates shall be counted as present for the purpose of determining the presence of a quorum at such meeting and to vote such shares in accordance with this Section 4.6.

Section 4.7 Related Party Transactions.  Neither BlackRock nor any of its Controlled Affiliates shall enter into or effectuate any transaction or agreement with Merrill Lynch or any Affiliate of Merrill Lynch or any director, officer or employee of Merrill Lynch or any such Affiliate (each a "Related Person") that is material to BlackRock, unless such transaction or agreement is in effect at the time of the Closing, relates to transactions by or on behalf of clients of BlackRock and its Controlled Affiliates in the ordinary course of business or has been approved by or is consistent with or pursuant to the terms of a policy, transaction or agreement (or form of agreement) approved by, the affirmative vote or consent of a majority of the Directors, excluding the Merrill Lynch Designees, present at a meeting at which a quorum is present.

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ARTICLE V

NON-COMPETITION

Section 5.1 Non-Competition.

(a) Subject to subsection (b) of this Section 5.1, from and after the Closing, Merrill Lynch agrees that it shall not, and that it shall cause its Controlled Affiliates (other than BlackRock and BlackRock's Controlled Affiliates should they at any time be Controlled Affiliates of Merrill Lynch) not to engage in Merrill Lynch Restricted Activities anywhere in the World (other than India to the extent required by the asset management joint venture to which Merrill Lynch and its Affiliates are party in that country) except on the terms and conditions set forth herein, and BlackRock agrees that it shall not, and that it shall cause its Controlled Affiliates not to engage in BlackRock Restricted Activities anywhere in the World except on the terms and conditions set forth herein.

(i)      As used in this Section 5.1, the term "Merrill Lynch Restricted Activities" means (i) acting as an Asset Manager (as defined below) to a Fund (as defined below), or (ii) acting as an Asset Manager to a Separately Managed Account (as defined below).  Notwithstanding the previous sentence, the parties agree to establish a committee composed of two BlackRock managers and one Merrill Lynch manager to consider cases in which it would be acceptable and appropriate to allow Merrill Lynch and its Affiliates to engage on a limited, case-by-case basis, in Merrill Lynch Restricted Activities.  In particular, if Merrill Lynch or its Affiliates determine that (1) there is customer demand for a product that BlackRock does not provide, or desire to provide on commercially reasonable terms, and (2) Merrill Lynch and/or its Affiliates has made a reasonable exploration for alternative providers, then the committee will consider and decide in good faith, in the discretion of a majority of the committee members, whether to permit Merrill Lynch or an Affiliate to provide such product notwithstanding that to do so Merrill Lynch or such Affiliate would be engaged in Merrill Lynch Restricted Activities.

Furthermore, Merrill Lynch hereby agrees, notwithstanding anything herein to the contrary other than as an incidental effect of the exceptions to the definitions of Fund and Separately Managed Account set forth below, that neither IQ Investment Advisors nor any other investment advisor controlled by Merrill Lynch during the term of this Agreement will (i) directly or through one or more sub-advisers create a family of open-end funds for the purpose of replicating that portion of the asset management business of BlackRock or establishing a direct competitive threat to BlackRock, or (ii) create an open-end fund or family of open-end funds for the purpose of replicating the MLIM FDP platform or establishing a direct competitive threat to MLIM FDP.

For purposes of this provision, "acting as an Asset Manager" means acting as a discretionary investment adviser or sub-adviser primarily responsible for making the day-to-day investment decisions with respect to which underlying securities or other assets will be purchased and sold by a Fund or a Separately Managed Account; provided, however, that neither

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Merrill Lynch nor any Affiliate will be deemed to be acting as an Asset Manager in instances where it serves as an investment adviser with responsibilities for manager selection and asset allocation (or other overlay functions) that delegates primary day-to-day selection of underlying securities or other assets to a sub-adviser that is not under the control of Merrill Lynch (it being agreed that BlackRock is not under the control of Merrill Lynch for this purpose) and provided further, that Merrill Lynch will not be deemed to be acting as an Asset Manager to new financial technology, the primary purpose of which is not to provide active asset management services to third party investors.

For purposes of this section, "Fund" shall mean any collective investment fund, wherever domiciled.

For purposes of this provision, "Separately Managed Account" shall mean an account established in the name of and for the exclusive benefit of any person that is not a Fund pursuant to which such person receives investment advisory services; provided, however, Separately Managed Account shall not include an account of a customer or client of a retail broker, retail financial advisor, private wealth advisor or other retail sales person ("Retail Sales Person") for which (1) a Retail Salesperson acts as portfolio manager, or (2) a Merrill Lynch affiliated bank or trust company acts as trustee or investment advisor but qualifies for exclusion from acting as an Asset Manager pursuant to the first proviso to the definition thereof or supervises asset management services by the Retail Sales Person or an unaffiliated third party manager.

The term "Fund" shall not include any collective investment vehicle that, and the term "Separately Managed Account" shall not include any account that is not a Fund that:

(1)   invests primarily in collective investment vehicles such as hedge funds, private equity funds, ETFs, and/or mutual funds that are not Restricted Merrill Lynch Activities or that are managed by an unaffiliated third party manager, a Merrill Lynch Alternative Manager or a manager acquired by Merrill Lynch in conformity with Section  5.1(b)(i)(C) or (D),

(2)   invests substantially all of its assets in Real Estate.

For purposes of this Section 5.1, "Real Estate" shall include, but not be limited to, any direct or indirect, public or private, wholly-owned, joint venture, TIC interest, partnership, total return swap, and/or participation or other interests (including, without limitation, debt, equity, hybrid security interests (e.g. preferred equity and convertible securities), and options) in and acquisitions, sales, and direct and indirect syndications of:

(i)   real estate properties, including licenses, space and ground leases, and sub-leases for such properties and any interests therein and all rights and interests appurtenant thereto (e.g., air rights, riparian rights, etc.),

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(ii)   real estate operating, asset management, property management, loan servicing and special servicing, Section 1031 vehicle and/or holding companies,

(iii)   any entity or structure primarily representing interests in, or backed by, real estate-related credit instruments, real estate equity interests, real estate derivatives, CDO instruments or real estate properties,

(iv)   instruments, assets, or operating enterprises whose values are primarily driven or supported by real property or tangible assets attached to real property including, but not limited to, hotels, homebuilding, commercial and residential real estate, land development, cell towers, real estate credit instruments, lease claims, lien (including tax lien) claims, timber, timeshare units, and fractional interests,

(v)   investment vehicles whose target investments include primarily Real Estate (e.g., partnerships, limited liability companies, hedge funds, private equity funds and REITs and their foreign counterparts),

(vi)   secured and unsecured performing and non-performing loans and obligations backed primarily by Real Estate (including Commercial Mortgage Backed Securities), or pools of such loans and obligations, and

(vii)   non-investment grade or high yield loans, bonds, mezzanine loans, B-notes, and preferred equity secured or backed primarily by Real Estate.

(3)   invests primarily in commodities, collateralized debt obligations (broadly defined), collateralized loan obligations (broadly defined), any types of residual equity interests of structured assets or infrastructure products,

(4)   is a "Structured Fund" or an "Enhanced Index Fund,"

(i)   For purposes of this section, a "Structured Fund" is defined to mean any collective investment vehicle or other account that reshapes, repackages, and/or reproduces traditional cash flows or risk-return profiles through derivatives or other financial instruments and is operated in a passive and mechanistic manner in accordance with a predetermined set of trading and investment rules that do not seek to replicate the active asset management techniques or performance of a particular investment product or manager, and

(ii)   For purposes of this section, an "Enhanced Index Fund" is defined to mean any collective investment vehicle or account that (1) seeks to replicate the performance of an index that is constructed in a customized manner to provide greater returns than those provided by traditional indexes, or replicate the performance of a proprietary index that is developed, co-developed, or exclusively licensed by Merrill Lynch or any of its Affiliates and (2) is operated in a passive and mechanistic manner in accordance with a predetermined set of trading and investment rules that do not seek to replicate active asset management techniques,

(5)   is a "Structured Finance Vehicle,"

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For purposes of this section, a "Structured Finance Vehicle" is any collective investment vehicle that relies on a trust, commodity pool, depositary facility or other collective investment entity that has the primary purpose of aggregating securities, commodities or other financial instruments for the purpose of (i) repackaging illiquid instruments or derivatives, or (ii) tranching or aggregating financial instruments to change their tax, cost, accounting, yield, credit, leverage, ERISA or risk characteristics,

(6)   is otherwise ancillary or incidental to any non Fund or non Separately Managed Account business of Merrill Lynch or its Affiliates, or

(7)   has the primary purpose of seeding funds and/or raising additional third-party capital to facilitate, support or assist in capitalizing current or future Merrill Lynch's proprietary trading and investing activities, including, but not limited to, equity and equity-linked products, fixed income and fixed income-linked products, loans, and distressed credit, Real Estate, private equity, venture capital, infrastructure, timber, foreign exchange and commodities assets or commodities products.

Nothing herein shall prohibit Merrill Lynch or any of its Affiliates from engaging in any business activities of any kind or nature currently engaged in by Merrill Lynch or any of its Affiliates as of the date of the Transaction Agreement or this Agreement; provided, however, that the acquisition and holding of an Affiliate pursuant to Section 5.1(b)(i)(C) or (D) after the date of the Transaction Agreement shall not give rise to any rights on the part of Merrill Lynch or any other Affiliate of Merrill Lynch to engage in any business activities under this sentence.

(ii)As used in this Section 5.1, the term "BlackRock Restricted Activities" means engaging, whether directly or indirectly through ownership of any interest in or consensual arrangements relating to another Person that is directly or indirectly engaged, in the retail securities brokerage business; provided, however, that the term "BlackRock Restricted Activities" shall in no event include acting as the distributor of publicly offered Funds primarily through third party sales forces or acting as a placement agent for privately offered Funds.

(b) Notwithstanding Section 5.1(a) above, Merrill Lynch and any Controlled Affiliate restricted thereby may, with respect to Merrill Lynch Restricted Activities, and BlackRock and any Controlled Affiliate restricted thereby may, with respect to BlackRock Restricted Activities:

(i)       acquire or hold any interest (whether by way of a purchase, merger, consolidation or other transaction) in any Person or business unit engaged directly or indirectly in any Merrill Lynch Restricted Activities or BlackRock Restricted Activities, as applicable, if (and only if) (A) the direct and indirect interest Beneficially Owned by Merrill Lynch and its Controlled Affiliates (other than BlackRock and its Controlled Affiliates should they at any time be Controlled Affiliates of Merrill Lynch), in the case of Merrill Lynch Restricted Activities, or

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by BlackRock and its Controlled Affiliates, in the case of BlackRock Restricted Activities, represents less than 10 percent of the voting interests and less than 10 percent of the ownership, revenue and profits interests in such Person or business unit, assuming the exercise of all rights of Merrill Lynch and its Controlled Affiliates ((other than BlackRock and its Controlled Affiliates should they at any time be Controlled Affiliates of Merrill Lynch), or BlackRock and its Controlled Affiliates, as applicable, to acquire any such interests, (B) such Person or business unit is at all times a Merrill Lynch Alternative Manager  (C) in connection with the bona fide third party venture capital business of Merrill Lynch or its Affiliates or (D) in connection with the bona fide third party merchant banking line of business of Merrill Lynch or its Affiliates (the term "third party" being intended to exclude any vehicle or arrangement in which Merrill Lynch or its Affiliates both have a 50% or greater ownership or economic interest and are not in the process of seeking to reduce such interest below 50%); or

(ii)      acquire or hold any interest in any Person in excess of the amount set forth in clause (i) above if (and only if) either (A) both (x) the consolidated revenues of such Person from Merrill Lynch Restricted Activities or BlackRock Restricted Activities, as applicable, in the previous four fiscal quarters are less than 33.3% of such Person's consolidated revenues during such period and (y) the sum of the aggregate consolidated revenues of such Person and its Subsidiaries in the preceding four fiscal quarters from Merrill Lynch Restricted Activities or BlackRock Restricted Activities, as applicable, multiplied times the direct or indirect percentage economic interest of Merrill Lynch and its restricted Controlled Affiliates or BlackRock and its restricted Controlled Affiliates, as applicable, in such Person is, in the case of Merrill Lynch Restricted Activities, less than 10% of the consolidated revenues of BlackRock for such period and, in the case of BlackRock Restricted Activities, less than 10% of the consolidated revenues of Merrill Lynch derived from BlackRock Restricted Activities, Merrill Lynch or BlackRock, as applicable, shall, or shall cause such Affiliate to, take commercially reasonable actions necessary to cease and terminate such Restricted Activities or to sell such Person or business to a third party that is not an Affiliate, as soon as reasonably practicable, and BlackRock or Merrill Lynch, as applicable, shall have a right to participate as a bidder in respect of any such sale transaction, or (B) if such acquisition or holding satisfies Section 5.1(b)(ii)(A)(x) above but not Section 5.1(b)(ii)(A)(y) above,  then Merrill Lynch or BlackRock may continue to own such Person and operate its Merrill Lynch Restricted Activities or BlackRock Restricted Activities, as applicable (the "Continuing Business"); provided that, (1) for so long as the restrictions of Section 5.1(a) continue to apply to Merrill Lynch or BlackRock, as applicable, the Continuing Business shall not use the "Merrill Lynch" name or the "BlackRock" name, or any derivation thereof, and (2) for so long as the Distribution Agreement in the Transaction Agreement remains in effect, Merrill Lynch and its Affiliates or BlackRock and its Affiliates (in each case, other than the acquired Person and its Affiliates as of the time of acquisition) shall not enter into any agreement similar to the Distribution Agreement with the acquired Person and its Affiliates; or

(iii)     in the case of Merrill Lynch, merge, consolidate or otherwise engage in a business combination with, or sell all or substantially all of its assets or businesses to, any Person that is not an Affiliate of Merrill Lynch and that has an existing business engaged in Merrill Lynch Restricted Activities which such Person continues to operate; provided that

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members of the Merrill Lynch board of directors do not constitute a majority of the board of directors of the surviving entity of such transaction (or of the board of directors of its ultimate parent company) and that the Merrill Lynch shareholders immediately prior to consummation of such transaction do not immediately after consummation of such transaction own 60% or more of the outstanding capital stock or other equity interests of the surviving entity of such transaction (or of its ultimate parent company); the restrictions of Section 5.1(a) shall not apply to the activities of such surviving entity and its Affiliates (other than (x) Merrill Lynch, (y) the Subsidiaries and Controlled Affiliates of Merrill Lynch as of the closing of the transaction, and (z) any Subsidiary or Controlled Affiliate of Merrill Lynch or of such ultimate parent company which, following the closing, holds or operates the business that had been held or operated prior to such closing by Merrill Lynch and its Subsidiaries and Controlled Affiliates or all or substantially all of the assets of such business)); or

(iv)     engage in Merrill Lynch Restricted Activities or BlackRock Restricted Activities, as applicable, (including through an acquisition or holding in excess of that permitted by Section 5.1(b)(i) or (ii) above) if and to the extent that, prior to engaging therein,

if (A) Merrill Lynch discloses to the Board of Directors of BlackRock, or BlackRock discloses to the Board of Directors of Merrill Lynch, as applicable, in reasonable detail and with reasonable particularity, including by responding to the inquiries and questions of such Board of Directors, the nature, extent and duration of the proposed Merrill Lynch Restricted Activities or BlackRock Restricted Activities; and (B) a majority of the Independent Directors on such Board of Directors approves the proposed Merrill Lynch Restricted Activities by Merrill Lynch or such Controlled Affiliate or BlackRock Restricted Activities by BlackRock or such Controlled Affiliate, as applicable.

ARTICLE VI

MISCELLANEOUS

Section 6.1 Conflicting Agreements.  Each party represents and warrants that it has not granted and is not a party to any proxy, voting trust or other agreement that is inconsistent with or conflicts with any provision of this Agreement.

Section 6.2 Termination.  Except as otherwise provided in this Agreement, this Agreement shall terminate on the later of the fifth anniversary of the date of this Agreement and the first date on which Merrill Lynch and its Affiliates Beneficially Own BlackRock Capital Stock representing less than its Ownership Threshold; provided, however, that in the case of a termination pursuant to this Section 6.2, the obligations of the parties pursuant to Article III hereof shall not terminate until the first date on which Merrill Lynch and its Affiliates Beneficially Own BlackRock Capital Stock representing less than five percent of the Total Voting Power of the BlackRock Capital Stock issued and outstanding at such time.  Nothing in this Section 6.2 shall be deemed to release any party from any liability for any willful and material breach of this Agreement occurring prior to the termination hereof or to impair the right

29

of any party to compel specific performance by any other party of its obligations under this Agreement.

Section 6.3 Ownership Information.

(a) For purposes of this Agreement, all determinations of the amount of outstanding BlackRock Capital Stock shall be based on information set forth in the most recent quarterly or annual report, and any current report subsequent thereto, filed by BlackRock with the Commission, unless BlackRock shall have updated such information by delivery of written notice to Merrill Lynch.

(b) If at any time or from time to time BlackRock becomes aware of any event that has caused, or which could reasonably be expected to cause, Beneficial Ownership by Merrill Lynch and its Affiliates of BlackRock Capital Stock to increase above its Ownership Cap, BlackRock shall promptly (but in no event more than five Business Days thereafter) notify Merrill Lynch thereof.

Section 6.4 Savings Clause.  No provision of this Agreement shall be construed to require any party or its Controlled Affiliates to take any action that would violate any applicable law (whether statutory or common), rule or regulation.

Section 6.5 Amendment and Waiver.  Except as otherwise provided herein, this Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.  Except as otherwise provided herein, no modification, amendment or waiver of any provision of this Agreement, and no giving of any consent provided for hereunder, shall be effective unless such modification, amendment, waiver or consent is approved by a majority of the Independent Directors. The failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

Section 6.6 Severability.  If any provision of this Agreement shall be declared by any court of competent jurisdiction to be illegal, void or unenforceable, all other provisions of this Agreement shall not be affected and shall remain in full force and effect.

Section 6.7 Entire Agreement.  Except as otherwise expressly set forth herein, this Agreement, together with the several agreements and other documents and instruments referred to herein or therein or annexed hereto, embody the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, that may have related to the subject matter hereof in any way. Without limiting the generality of the foregoing, to the extent that any of the terms hereof are inconsistent with the rights or obligations of Merrill Lynch under any other agreement with BlackRock, the terms of this Agreement shall govern.

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Section 6.8 Successors and Assigns.  Neither this Agreement nor any of the rights or obligations of any party under this Agreement shall be assigned, in whole or in part (except by operation of law pursuant to a merger or similar business combination transaction), by any party without the prior written consent of the other parties  (approved, in the case of BlackRock, by a majority of the Independent Directors), provided, that Merrill Lynch may assign its rights and obligations hereunder (in whole or in part) to an Affiliate that agrees in writing with BlackRock to be bound by this Agreement as fully as if it were an initial signatory hereto, and any such transferee may thereafter make corresponding assignments in accordance with this proviso; provided, further, that BlackRock may assign all or a portion of its rights under Sections 3.3 and 5.1(b)(ii) in connection with any particular transaction subject thereto so long as BlackRock remains, obligated in respect of any purchase obligations arising thereunder.  Subject to the foregoing, this Agreement shall bind and inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.

Section 6.9 Counterparts.  This Agreement may be executed in separate counterparts each of which shall be an original and all of which taken together shall constitute one and the same agreement.

Section 6.10      Remedies.

(a) Each party hereto acknowledges that monetary damages would not be an adequate remedy in the event that each and every one of the covenants or agreements in this Agreement are not performed in accordance with their terms, and it is therefore agreed that, in addition to and without limiting any other remedy or right it may have, the non-breaching party will have the right to an injunction, temporary restraining order or other equitable relief in any court of competent jurisdiction enjoining any such breach and enforcing specifically each and every one of the terms and provisions hereof.  Each party hereto agrees not to oppose the granting of such relief in the event a court determines that such a breach has occurred, and to waive any requirement for the securing or posting of any bond in connection with such remedy.

(b) All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such party.

Section 6.11Notices.  All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally, telecopied (upon telephonic confirmation of receipt), on the first Business Day following the date of dispatch if delivered by a recognized next day courier service, or on the third Business Day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice.

If to BlackRock:

c/o BlackRock, Inc.

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40 East 52nd Street

New York, NY 10022

Facsimile:  212-810-8760

Attn:          Laurence D. Fink

with a copy (which shall not constitute notice) to:

Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, NY 10036

Facsimile:  212-735-2000

Attention:   Franklin M. Gittes, Esq.

                  Richard T. Prins, Esq.

If to Merrill Lynch:

Merrill Lynch & Co., Inc.

Four World Financial Center

250 Vesey Street

New York, NY  10080

Facsimile:   212-670-4518

Attention:   Richard E. Alsop, Esq.

with a copy (which shall not constitute notice) to:

Sullivan & Cromwell LLP

125 Broad Street

New York, New York 10004

Facsimile:   212-558-3588

Attention:   Mitchell S. Eitel, Esq.

John J. O'Brien, Esq.

Section 6.12Governing Law; Consent to Jurisdiction.

(a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the principles of conflicts of law. Each of the parties hereto hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction in the Court of Chancery of the State of Delaware or any court of the United States located in the State of Delaware, for any action, proceeding or investigation in any court or before any governmental authority ("Litigation") arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any such Litigation, the defense of sovereign immunity, any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 6.12, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable law, that the Litigation in any such court is brought in an inconvenient forum, that the

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venue of such Litigation is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable law, the benefit of any defense that would hinder, fetter or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of the parties irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any and all rights to trial by jury in connection with any Litigation arising out of or relating to this Agreement or the transactions contemplated hereby.

(b) Each of the parties expressly acknowledges that the foregoing waiver is intended to be irrevocable under the laws of the State of Delaware and of the United States of America; provided that consent by Merrill Lynch and BlackRock to jurisdiction and service contained in this Section 6.12 is solely for the purpose referred to in this Section 6.12 and shall not be deemed to be a general submission to said courts or in the State of Delaware other than for such purpose.

Section 6.13Interpretation.  The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words "include", "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation".

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IN WITNESS WHEREOF, the parties hereto have executed this Stockholder Agreement as of the date first written above.

BLACKROCK, INC.
By:	/s/ Lawrence D. Fink
	Name: Lawrence D. Fink
	Title:   Chief Executive Officer
MERRILL LYNCH & CO., INC.
By:	/s/ Gregory J. Fleming
	Name: Gregory J. Fleming
	Title:    President

EX-1.2

Exhibit 1.2

AMENDED AND RESTATED

GLOBAL DISTRIBUTION AGREEMENT

THIS AMENDED AND RESTATED GLOBAL DISTRIBUTION AGREEMENT dated as of July 16, 2008, is made by and between BlackRock, Inc., a Delaware corporation ("B1ackRock"), and Merrill Lynch & Co., Inc., a Delaware corporation ("Merrill Lynch" and, together with BlackRock, the "Parties" and each, a "Party").

RECITALS:

WHEREAS, BlackRock, through its Affiliates (as defined below), provides asset management, risk management, investment analytics and enterprise investment system services and other related financial products and services;

WHEREAS, Merrill Lynch is a diversified global financial services company that, itself and through its Affiliates, provides a broad range of financial services and products to consumer and corporate customers, including asset management, investment analytics, securities brokerage, investment banking and other related financial products and services;

WHEREAS, the Parties entered into the original Global Distribution Agreement dated as of September 29, 2006 (the "Original GDA"), in connection with and as condition to the closing of BlackRock's acquisition of certain asset management businesses previously operated as Merrill Lynch Investment Managers ("MLIM") in exchange for shares of common stock and preferred stock of BlackRock (collectively, the "Transaction") all as set forth in and effected pursuant to a Transaction Agreement and Plan of Merger dated as of February 15, 2006 (the "Transaction Agreement");

WHEREAS, the Parties are also entering into an Amended and Restated Stockholder Agreement dated as of the date of this Agreement (the "Stockholder Agreement");

WHEREAS, existing Covered Products (as defined below) currently have access to the Merrill Lynch Distributors (as defined below) of Merrill Lynch; and

WHEREAS, in connection with the Transaction, the Parties entered into a general relationship providing for the distribution by Merrill Lynch, through its Affiliates, of MLIM Products and BlackRock Products (as defined below) within the United States and internationally pursuant to the terms of this Agreement, and the Parties desire to enhance and extend such relationship.

NOW, THEREFORE, in consideration of the mutual covenants, agreements and promises contained in this Agreement, the Parties agree as follows:

Section 1. Definitions.

(a) For purposes of this Agreement, unless the context requires otherwise, the following terms will have the following meanings:

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"1940 Act" means the Investment Company Act of 1940, as amended from time to time, and the rules and regulations promulgated under such Act by the SEC.

"Advisers Act" means the Investment Advisers Act of 1940, as amended from time to time, and the rules and regulations promulgated under such Act by the SEC.

"Access to BlackRock" has the meaning set out in Section 6(b) of this Agreement.

"Access to Merrill Lynch Distributors" has the meaning set out in Section 6(a) of this Agreement.

"Affiliate" means, with respect to any specified Person, any other Person that at the time of determination, directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person.

"Agreement" means the Original GDA as amended and restated hereby, and the schedules hereto, all as further amended from time to time.

"Applicable Standards and Practices" means, for Merrill Lynch or BlackRock or any of their respective Affiliates, the client service and relationship standards, business practices standards, ethical standards, confidentiality obligations and policies, customer privacy and protection policies, general service quality standards, product due diligence review and selection standards, reputational considerations, industry standards and requirements of such Person as are applied by such Person in good faith on a consistent and nondiscriminatory basis during the period in question.

"BlackRock" has the meaning set out in the preamble to this Agreement.

"BlackRock Products" means all proprietary investment products or services offered, sponsored, advised or subadvised by BlackRock or any of its Controlled Affiliates during the term of this Agreement, including any such investment products that are RICs or other pooled investment vehicles, wrap fee programs (as defined in Rule 204-3 under the Advisers Act) and separately managed accounts, including without limitation, after the date of the closing of the Transaction, any MLIM Product.

"Business Day" means any day other than a Saturday, Sunday or day on which banking institutions in New York, New York are authorized or obligated pursuant to the Requirements of Law or executive order to be closed.

"Confidential Information" means all confidential, proprietary or non-public information disclosed by either Party, its Affiliates or their respective representatives to the other Party, its Affiliates or their respective representatives in connection with the arrangements contemplated by this Agreement, provided, however, that this term shall not include any information independently developed or obtained by the receiving Party or its Affiliates without violating any obligation under this Agreement, so long as such information was not obtained from a third party where the receiving Party knew or should have known that such information was misappropriated or otherwise wrongfully obtained.

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"Change of Control of BlackRock" shall be deemed to occur if:

(i) Any Person, excluding employee benefit plans of BlackRock, is or becomes the beneficial owner, directly or indirectly, of securities of BlackRock representing a majority of the combined voting power of BlackRock's then outstanding securities;

(ii) BlackRock consummates a merger, consolidation, share exchanges, division or other reorganization or transaction of BlackRock (a "Fundamental Transaction") with any Person, other than a Fundamental Transaction that results in the voting securities of BlackRock outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least a majority of the combined voting power immediately after such Fundamental Transaction of (A) BlackRock's outstanding securities, (B) the surviving entity's outstanding securities, or (C) in the case of a division, the outstanding securities of each entity resulting from the division;

(iii)The shareholders of BlackRock approve a plan of complete liquidation or winding-up of BlackRock or an agreement for the sale or disposition (in one transaction or a series of transactions) of all or substantially all BlackRock's assets;

(iv)As a result of a proxy contest, individuals who prior to the conclusion thereof constituted the Board of Directors of BlackRock (including for this purpose any new director whose election or nomination for election by BlackRock's shareholders in connection with such proxy contest was approved by a vote of at least two thirds of the directors then still in office who were directors prior to such proxy contest) cease to constitute at least a majority of the Board of Directors of BlackRock (excluding any Board seat that is vacant or otherwise unoccupied); or

(v) During any period of twenty-four (24) consecutive months, individuals who at the beginning of such period constituted the Board of Directors of BlackRock (including for this purpose any new director whose election or nomination for election by BlackRock's shareholders was approved by a vote of at least two thirds of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board of Directors of BlackRock (excluding any Board seat that is vacant or otherwise unoccupied).

"Change of Control of Merrill Lynch" has the meaning set forth in the Stockholder Agreement.

"Control" (including its correlative meanings "Controlled by" and "under common Control with") means the possession, directly or indirectly, of power to direct or cause the direction of the management or policies (whether through ownership of securities or partnership or other ownership interest, by contract or otherwise).

"Controlled Affiliate" of any Person means a Person that is directly or indirectly Controlled by such other Person.

"Covered Products" means the BlackRock Products and the MLIM Products.

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"Distribute" (including its correlative meaning "Distribution") with respect to any Product means offering, selling or recommending such Product or providing advice to consumers of investment products and services with respect to such Product.

"Governmental Authority" means any federal, national, supranational, state, provincial, local, or similar government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body, including the SEC and any SRO within or outside the United States.

"Merrill Lynch" has the meaning set out in the preamble to this Agreement.

"Merrill Lynch Alternative Manager" means any asset management business formed or acquired, either in whole or in part, after the date hereof by Merrill Lynch, substantially all of the business of which is the management of collective investment funds and/or separately managed accounts that primarily utilize (i) non-traditional investment techniques, including but not limited to short selling, leverage, arbitrage, specialty finance, and quantitatively-driven structured trades and(ii) other activities that are not a Merrill Lynch Restricted Activity (as defined in the Stockholder Agreement).

"Merrill Lynch Distributor" means any Affiliate of Merrill Lynch that at any time during the term hereof Distributes Products, whether domestically or internationally.

"MLIM" has the meaning set forth in the recitals to this Agreement.

"MLIM Products" means all of the investment advisory products offered, sponsored, advised or subadvised by MLIM or any of its Controlled Affiliates at any time on or after the date of this Agreement, including any such products acquired by BlackRock pursuant to or after the Transaction, including any of such investment products as are RICs, or other pooled investment vehicles, wrap fee programs (as defined in Rule 204-3 under the Advisers Act) or separately managed accounts.

"NASD" means the National Association of Securities Dealers, Inc. and its compliance unit, the Financial Industry Regulatory Authority.

"Party" and "Parties" have the meanings set forth in the preamble to this Agreement.

"Person" means any individual, corporation, business trust, partnership, association, limited liability company, unincorporated organization or similar organization, or any Governmental Authority.

"Products" are investment advisory products and services such as RICs or other pooled investment vehicles, wrap fee programs (as defined in Rule 204-3 under the Advisers Act) or separately managed accounts.

"Representatives" means directors, officers, employees, agents, advisors and other representatives of a Party.

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"Requirement of Law" means, with respect to any Person, any domestic or foreign federal or state statute, law, ordinance, rule, administrative code, administrative interpretation, regulation, order, consent, writ, injunction, directive, judgment, decree, policy, ordinance, decision, guideline or other requirement of (or agreement with) any Governmental Authority (including any memorandum of understanding or similar arrangement with any Governmental Authority), in each case binding on that Person or its property or assets.

"Restart Date" has the meaning set forth in Section 4(a)(iv) of this Agreement.

"RIC" means an U.S. investment management company registered under the 1940 Act and any class, series or portfolio thereof.

"Sales Force" means, with respect to any Merrill Lynch Distributor, the Global Private Client group point of sale personnel and their direct supervisors utilized by such Merrill Lynch Distributor or any of its Affiliates, whose job responsibility includes the Distribution directly to clients of the Covered Products in question or Products of the type that would generally be viewed as competitive with the applicable Covered Products in the channel in question, and the persons corresponding thereto if Merrill Lynch restructures its Distribution business in any way.

"SEC" means the Securities and Exchange Commission.

"Selling Agreement" means any distribution, service, selected dealer or other similar agreement to which one or more Merrill Lynch Distributors or BlackRock or any Controlled Affiliate of BlackRock are parties, or become parties in accordance with Section 7, in respect of a Covered Product.

"SRO" means the NASD, the New York Stock Exchange, Inc., the National Futures Association, each national securities exchange in the United States and each other board or body, whether United States or foreign, that is charged with the supervision or regulation of brokers, dealers, commodity pool operators, commodity trading advisors, futures commission merchants, securities underwriting or trading, stock exchanges, commodities exchanges, insurance companies or agents, investment companies or investment advisers.

"Stockholder Agreement" has the meaning set forth in the recitals to this Agreement.

"Transaction" has the meaning set forth in the recitals to this Agreement.

"Transaction Agreement" has the meaning set forth in the recitals of this Agreement.

Any capitalized term used but not otherwise defined herein shall have the meaning given to such term in the Transaction Agreement.

Section 2. Representations and Warranties of Merrill Lynch.

Merrill Lynch represents to BlackRock as follows:

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(a) Each of Merrill Lynch and each Merrill Lynch Distributor (i) is duly organized, validly existing and, to the extent applicable, in good standing under the laws of its jurisdiction of organization; (ii) has the power and authority, and the legal right, to own its assets and to transact the business in which it is engaged; and (iii) is duly qualified to do business and, to the extent applicable, is in good standing under the laws of each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification; and (iv) is in compliance with all Requirements of Law, except for any failures of compliance, individually or in the aggregate, that would not have a material adverse effect on the performance by Merrill Lynch of its obligations under this Agreement.

(b) Each of Merrill Lynch and each Merrill Lynch Distributor has all necessary power and authority to make, execute, deliver and perform this Agreement (in the case of Merrill Lynch) and each Selling Agreement to which it is or becomes a party and to perform all of the obligations to be performed by it under this Agreement or under such Selling Agreement, as applicable.  The making, execution, delivery and performance by Merrill Lynch and each Merrill Lynch Distributor of this Agreement (in the case of Merrill Lynch) and each Selling Agreement to which it is or will become a party, and the consummation by Merrill Lynch and such Merrill Lynch Distributor of the transactions contemplated by this Agreement (in the case of Merrill Lynch) and by such Selling Agreement to which it is or will become a party, have been, or will be, duly and validly authorized by all necessary corporate action on the part of Merrill Lynch and such Merrill Lynch Distributor.  Except as shall have been obtained or made prior to the execution thereof, no consent or authorization of, filing with, or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the execution, delivery, performance, validity or enforceability by or against Merrill Lynch of this Agreement and by or against Merrill Lynch or any Merrill Lynch Distributor of each Selling Agreement to which it is, or will become, a Party.

(c) This Agreement has been duly and validly executed and delivered by Merrill Lynch, and assuming the due authorization, execution and delivery by BlackRock, this Agreement constitutes the valid, legal and binding obligation of Merrill Lynch, enforceable against it in accordance with its terms, except as may be subject to applicable bankruptcy, insolvency, moratorium or other similar Requirement of Law, now or hereafter in effect, affecting the enforcement of rights of creditors generally and by legal and equitable limitations on the enforceability of specific remedies.

(d) Upon execution and delivery, and assuming the due authorization, execution and delivery by BlackRock or any of its Affiliates, each Selling Agreement to be entered into after the date hereof will constitute the valid, legal and binding obligation of the respective Merrill Lynch Distributor which is a party thereto, enforceable against it in accordance with its terms, except as may be subject to applicable bankruptcy, insolvency, moratorium or other similar Requirement of Law now or hereafter in effect, affecting the enforcement of rights of creditors generally and by legal and equitable limitations on the enforceability of specific remedies.

(e) Neither the execution and delivery of this Agreement nor any Selling Agreement to be entered into after the date hereof by Merrill Lynch or any Merrill Lynch Distributor which is an Affiliate of Merrill Lynch as of the date of this Agreement, respectively,

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nor the consummation of the transactions contemplated by this Agreement or by any such Selling Agreement, respectively, will (i) violate or conflict with any provision of the articles of incorporation or bylaws or other organizational documents of Merrill Lynch or any such Merrill Lynch Distributor, (ii) violate any of the terms, conditions, or provisions of any Requirement of Law or license to which Merrill Lynch or any such Merrill Lynch Distributor is subject or by which either one or any of their assets are bound, or (iii) violate, breach or constitute a default under any contract to which Merrill Lynch or any such Merrill Lynch Distributor is a party or by which either one or any of their assets is bound.

Section 3. Representations and Warranties of BlackRock.

BlackRock represents to Merrill Lynch as follows:

(a) BlackRock and each of its Affiliates identified on Schedule A to this Agreement (i) is duly organized, validly existing and, to the extent applicable, in good standing under the laws of its jurisdiction of organization; (ii) has the power and authority, and the legal right, to own its assets and to transact the business in which it is engaged; and (iii) is duly qualified to do business and, to the extent applicable, is in good standing under the laws of each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification; and (iv) is in compliance with all Requirements of Law, except for such failures of compliance, individually or in the aggregate, that would not have a material adverse effect on the performance by BlackRock of its obligations under this Agreement.

(b) BlackRock and each of its Affiliates identified on Schedule A to this Agreement have all necessary power and authority to make, execute, deliver and perform this Agreement and each Selling Agreement, respectively, and to perform all of the obligations to be performed by it under this Agreement or under each such Selling Agreement.  The making, execution, delivery and performance by BlackRock and each such Affiliate of this Agreement and each Selling Agreement, respectively, and the consummation by BlackRock and each such Affiliate of the transactions contemplated by this Agreement and by each such Selling Agreement, respectively, have been, or will be, duly and validly authorized by all necessary corporate action on the part of BlackRock and each such Affiliate.  Except as shall have been obtained prior to execution thereof, no consent or authorization of, filing with, or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the execution, delivery, performance, validity or enforceability by or against BlackRock or any of such Affiliates of this Agreement and each Selling Agreement to which it is, or will become, a Party.

(c) This Agreement has been duly and validly executed and delivered by BlackRock, and assuming the due authorization, execution and delivery by Merrill Lynch, this Agreement constitutes the valid, legal and binding obligation of BlackRock, enforceable against it in accordance with its terms, except as may be subject to applicable bankruptcy, insolvency, moratorium or other similar Requirement of Law, now or hereafter in effect, affecting the enforcement of rights of creditors generally and by legal and equitable limitations on the enforceability of specific remedies.

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(d) Upon execution and delivery, and assuming the due authorization, execution and delivery by the respective Merrill Lynch Distributor, each Selling Agreement to be entered into after the date hereof will constitute the valid, legal and binding obligation of the respective Affiliate of BlackRock which is a party thereto, enforceable against it in accordance with its terms, except as may be subject to applicable bankruptcy, insolvency, moratorium or other similar Requirement of Law now or hereafter in effect, affecting the enforcement of rights of creditors generally and by legal and equitable limitations on the enforceability of specific remedies.

(e) Neither the execution and delivery of this Agreement nor any Selling Agreement to be entered into after the date hereof by BlackRock or any of its Affiliates, nor the consummation of the transactions contemplated by this Agreement or by any such Selling Agreement, respectively, will (i) violate or conflict with any provision of the articles of incorporation or bylaws or other organizational documents of BlackRock or any such Affiliate, (ii) violate any of the terms, conditions, or provisions of any Requirement of Law or license to which BlackRock or any such Affiliate is subject or by which either one or any of their assets are bound, or (iii) violate, breach or constitute a default under any contract to which BlackRock or any such Affiliate is a party or by which either one or any of their assets is bound.

Section 4. Product Distribution Arrangements.

(a) Except as otherwise agreed to by the Parties, with respect to any Covered Products, Merrill Lynch shall cause each Merrill Lynch Distributor to continue to provide BlackRock and its Affiliates (including, after the closing of the Transaction, MLIM) Distribution by Merrill Lynch Distributors with respect to each Covered Product Distributed by such Merrill Lynch Distributor as of the date hereof, subject to Requirements of Law and the Applicable Standards and Practices of the applicable Merrill Lynch Distributor with respect to Covered Products Distributed by such Merrill Lynch Distributor.  For the avoidance of doubt, in accordance with Applicable Standards and Practices, prior to terminating Distribution of any Covered Product as a result of the application of Applicable Standards and Practices, consistent with current Merrill Lynch operating practice the applicable Merrill Lynch Distributor shall, as early as reasonably practicable, discuss with B1ackRock the reasons therefor and to the extent practicable give BlackRock the opportunity to bring the Covered Product back into compliance with Applicable Standards and Practices and, in the event of termination, discuss with BlackRock and consider the substitution of another Covered Product for the terminated Product, consistent with Requirements of Law and Applicable Standards and Practices.

(i) The economic terms between the Parties for Distribution by the Merrill Lynch Distributors with respect to each Covered Product in effect as of the date hereof shall remain the same as those in effect as of the date hereof (the "Current Terms"), except as the Parties may otherwise agree.  A summary of the Current Terms (the "Summary") has been developed and will be maintained by Merrill Lynch and B1ackRock.  With respect to any Covered Product first Distributed by a Merrill Lynch Distributor after the date hereof that falls within a category, type or platform set forth in the Summary and for which the Current Terms includes the relevant economic terms, such economic terms shall apply equally to the newly introduced Covered Product.

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(ii) With respect to any Covered Product first Distributed by a Merrill Lynch Distributor after the date hereof and also distributed through non Merrill Lynch Distributors, other than any Covered Product that falls within a category, type or platform to which the Current Terms apply in accordance with Section 4(a)(i), the Merrill Lynch Distributors shall be offered the most favorable economic terms offered by BlackRock to other distributors of such Product.  If any Covered Product, other than any Covered Product that falls within a category, type or platform to which the Current Terms apply in accordance with Section 4(a)(i), becomes part of a group or program of similar products distributed by the Merrill Lynch Distributors, some of which Products are sponsored by managers other than BlackRock, the economic terms offered by the Merrill Lynch Distributor to BlackRock for the Distribution of such Covered Product shall be at least as favorable to BlackRock and the Covered Product as the most favorable economic terms to which any of such Products is entitled.  Notwithstanding the foregoing provisions of this clause (ii), (A) no Merrill Lynch Distributor shall be required to extend to a Covered Product, and BlackRock shall not be required to extend to the Merrill Lynch Distributors, the most favorable economic terms that the Merrill Lynch Distributors or BlackRock, respectively, may provide to managers or Distributors, as the case may be, with respect to a Product that a Merrill Lynch Distributor or BlackRock, as the case may be, reasonably determines represents a unique or substantially differentiated opportunity relative to the relevant Covered Product or the Distribution, respectively, offered by BlackRock or Merrill Lynch; provided, however, that the foregoing exception shall not apply to the terms Merrill Lynch may provide to any Product managed by a Merrill Lynch Alternative Manager that could reasonably be considered to be a competing product; and (B) no Product managed by a Merrill Lynch Alternative Manager that could reasonably be considered to be a competing product may be offered through any platform of Merrill Lynch's Global Private Client business (as renamed or restructured from time to time) prior to completion of twelve months after the later of (i) the date such Product is first bona fide offered to unaffiliated investors and (ii) the date Merrill Lynch acquires such Merrill Lynch Alternative Manager unless such Product was offered through any Global Private Client platform prior to the time Merrill Lynch commenced discussions regarding such acquisition and no such Product offered through any Global Private Client platform may directly or indirectly utilize the name Merrill Lynch or any derivative thereof in connection with any such offering.

(iii)With respect to any Merrill Lynch Distributor that does not at the time in question Distribute a particular Covered Product, Merrill Lynch will, upon the request of BlackRock, use all commercially reasonable efforts to obtain Distribution of any Covered Products by such Merrill Lynch Distributor as so requested by BlackRock on the same terms as provided above in Section 4(a)(i) and (ii), subject to Requirements of Law and the Applicable Standards and Practices of the applicable Merrill Lynch Distributor.

(iv)      Subject to Requirements of Law and to Applicable Standards and Practices, the economic terms attaching to each Covered Product as

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referred to in Section 4(a)(i) shall remain in effect until the end of the initial term set forth in Section 12(a) (the "Restart Date").

(v)       In the event that any economic terms with respect to Covered Products (excluding any Covered Product that falls within a category, type or platform to which the Current Terms apply in accordance with Section 4(a)(i)) are modified as a result of Requirements of Law or Applicable Standards and Policies, the modified economics shall be, to the maximum extent permitted by Requirements of Law, at least as favorable to such Covered Products and BlackRock as the most favorable economic terms then offered by the applicable Merrill Lynch Distributor to other Products that would generally be viewed as competitive with the Covered Product in question (including, to the extent relevant, product type and/or class and asset class and style).  In the event that Requirements of Law or Applicable Standards and Policies require any modification to the economic terms with respect to Covered Products to which the Current Terms apply in accordance with Section 4(a)(i), such modifications shall be made so as to result in the minimum necessary deviation from the Current Terms.

(vi)      The Parties will conduct themselves so that any changes to the economic terms of any Covered Product required to be made by Section 4(a) (other than on account of changes in Requirements of Law) will be balanced by other changes, opportunities, products, strategies, initiatives or arrangements that the Parties agree will be economically neutral across the Covered Products.

(b) Merrill Lynch will not, and will cause each Merrill Lynch Distributor not to, provide to its Sales Force for the sale of Products that are not Covered Products and that would generally be viewed as competitive with the applicable Covered Products (including, to the extent relevant, product type and/or class and asset class and style) in the channel in question any compensation or economic inducement or benefit that is greater than that provided to such Sales Force for the sale of such Covered Products in such channel, provided, that this provision is not intended to prohibit a Merrill Lynch Distributor from selling Products that provide for different rates of sales load, placement, Rule 12b-1, trailing commissions or other related fees (e.g., Class A shares for different Products or funds that have different sales compensation structures).  For the avoidance of doubt, as an example of the foregoing, the Parties agree that any more favorable compensation or economic inducement or benefit shall not have occurred if a Covered Product and such competitive Product that have the same pricing structure, and members of such Sales Force are entitled to varying dollar amounts of compensation as a result of the application of such pricing structure's breakpoints to different purchase amounts or the application of different payout ratios among the members of such Sales Force in accordance with the predetermined formula for payout ratio to the sales resulting from such purchase amounts.

(c) Subject to Requirements of Law and Applicable Standards and Practices, during the term of this Agreement, Merrill Lynch expects to maintain its current arrangements with respect to the existing money market funds sponsored or managed by MLIM (which funds are identified on Schedule 4(c) hereto).  In addition, Merrill Lynch will not implement or execute a business program that is intentionally designed to cause multiple Merrill Lynch customers

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holding such MLIM money market fund shares to redeem such shares for transfers to bank deposit products of the Merrill Lynch banks.

(d) Notwithstanding the foregoing provisions, in case of a direct or indirect acquisition by Merrill Lynch of the assets or business of another entity engaged in the Distribution of Products whether or not competitive with the applicable Covered Products in the channel in question, (i) no such acquisition will limit or restrict any obligation of any Merrill Lynch Distributor to Distribute Covered Products pursuant to the terms of this Agreement or any Selling Agreement, as applicable, and (ii) at the request of BlackRock, Merrill Lynch shall use all commercially reasonable efforts to cause such newly acquired Merrill Lynch Distributor to Distribute Covered Products on the same basis as set forth in Section 4(a), subject to Requirements of Law, Applicable Standards and Practices and any contractual provisions such acquired business is subject to immediately prior to the execution of the related acquisition agreement, (provided that such contractual provision was not entered into in connection with, as a part of or in preparation for, such acquisition).

(e) In the event that BlackRock determines to recommend the merger or combination of any MLIM Product that is a RIC or other pooled investment vehicle with any BlackRock Product that is a RIC or other pooled investment vehicle, such merger or combination shall be, subject to applicable fiduciary duties and applicable Requirements of Law, effected in a manner designed to preserve for each Party the benefits of the economic arrangements set forth in this Section 4 and in any Selling Agreement related to such Products (e.g., commission/share class structure, 12b-l fee, shareholder servicing or subadministration fee and marketing support or other distribution related payments).  For the avoidance of doubt, in the event of the merger or combination of any MLIM Product with respect to which BlackRock is required to make such payments under a Selling Agreement into a BlackRock Product with respect to which BlackRock is required to make similar payments at differing rates, BlackRock shall, until the expiration of this Agreement and the existing terms and conditions pertaining to such payments and subject to applicable fiduciary duties and Requirements of Law, make payments at a weighted average rate determined by the ratio of the net asset value of the relevant MLIM Product immediately prior to the merger or combination and the net asset value of the relevant BlackRock Product immediately after the merger or combination immediately after giving effect to the merger or combination.  For purposes of any such relevant payments that are asset-based payments, such weighted average rate shall be applied to all assets under management of the BlackRock Product, whether such assets were under management before or are under management after the merger or combination.  BlackRock will give reasonable prior notice to Merrill Lynch of such determination to enable the Parties to plan for any such merger or combination.

(f) Notwithstanding the foregoing provisions, in the case of any direct or indirect disposition by Merrill Lynch of all or any substantial portion of the assets or business of any Merrill Lynch Distributor or any Merrill Lynch business or Controlled Affiliate that utilizes Covered Products, Merrill Lynch will use all commercially reasonable efforts to cause the acquiring party, with BlackRock as a third party beneficiary, to agree to honor the applicable provisions of this Agreement and any Selling Agreements in furtherance hereof for a period of not less than three years after such disposition or to enter into a separate agreement with BlackRock therefore that is acceptable to BlackRock.

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(g) Subject to Requirements of Law and to Applicable Standards and Practices, Merrill Lynch agrees to provide BlackRock with prompt notice which shall in no event be less than six months (or such shorter period as BlackRock shall agree to) prior to implementation of any formal initiative under serious consideration to make any material change to any platform that offers or makes available any Covered Product, or the manner in which any Merrill Lynch Distributor conducts its business, in either case that could reasonably be expected to result in a loss of revenue or business opportunity for BlackRock with respect to such Covered Product.  As soon as practicable following receipt of such notification, the Parties will work together in good faith to estimate any adverse effect of such change and will use their commercially reasonable efforts to identify other available changes, opportunities, products, strategies, initiatives and arrangements that would permit BlackRock, in cooperation with Merrill Lynch Distributors, to offset such adverse effect.

Section 5. Product Availability.

(a) During the term of this Agreement, subject to Requirements of Law and Applicable Standards and Practices, BlackRock shall permit, and shall cause its Controlled Affiliates to permit, each Merrill Lynch Distributor to Distribute, and each such Merrill Lynch Distributor shall have the right to Distribute, any existing Covered Products, on a basis not less favorable than that on which any Merrill Lynch Distributor currently Distributes such Covered Products in the channel in question.  For any other Covered Product or range of Covered Products for which a Merrill Lynch Distributor expresses an interest to BlackRock, upon request of such Merrill Lynch Distributor, BlackRock will use all commercially reasonable efforts to cause each Merrill Lynch Distributor to have the right to Distribute such products on a basis not less favorable than that on which any Merrill Lynch Distributor currently distributes comparable Covered Products in the channel in question or other Products that would generally be viewed as competitive with such Covered Product in the channel in question, subject to Requirements of Law and Applicable Standard and Practices.  The economic terms will conform with Section 4(a)(ii) and (iv).

(b) Notwithstanding the foregoing provisions, in case of a direct or indirect acquisition by BlackRock of the assets or business of another entity engaged in offering, sponsoring or providing investment advisory or subadvisory services with respect to any Product, (i) no such acquisition will limit or restrict any obligation of BlackRock to provide the Merrill Lynch Distributors the ability to Distribute Covered Products other than the Covered Products of such acquired business pursuant to the terms of this Agreement or any Selling Agreement, as applicable, and (ii) at the request of Merrill Lynch, BlackRock will use all commercially reasonable efforts to cause, subject to Requirements of Law and to Applicable Standards and Practices and any contractual provisions such acquired business is subject to immediately prior to the execution of the related acquisition agreement causing such acquired business to provide the Merrill Lynch Distributors with the ability to Distribute the investment products of such acquired business on the same basis as set forth in Section 5(a).

Section 6. Support.

(a) Merrill Lynch will cause each Merrill Lynch Distributor to provide BlackRock and any of its Affiliates with Access to Merrill Lynch Distributors in connection with

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the Distribution of the Covered Products covered thereby.  For purposes of this Agreement, "Access to Merrill Lynch Distributors" means that Merrill Lynch and the Merrill Lynch Distributors will seek to provide the personnel of BlackRock and its Affiliates the same degree of access to and contact and interaction with the Sales Force and management and the general distribution network, infrastructure and systems of the applicable Merrill Lynch Distributor as provided to MLIM by such Distributor as of the date of the Transaction Agreement, subject to compliance with Requirements of Law, including, but not limited to, contact directly, by telephone and in person, through written materials and electronic mail to such Sales Force and management, and access to certain management information systems and data bases, for purposes of providing or obtaining information, resources, communications, training and education, including, with respect to Covered Products, information regarding sales of Covered Products, market trends and analysis, product development and similar matters relating to the sale of the Covered Products, in all cases subject to the detailed protocol referred to in the next succeeding sentence.  For the avoidance of doubt, Merrill Lynch and BlackRock have developed a detailed protocol covering access, identifying any limitations on aspects of existing access required by Requirements of Law and such other matters as the Parties have agreed.  Notwithstanding anything contrary in the definition of "Access to Merrill Lynch Distributors" set forth above in this Section 6(a), Merrill Lynch and the Merrill Lynch Distributors will provide the personnel of BlackRock and its Affiliates with the specific support, access and interaction contained in such list as the same may be amended from time to time upon mutual agreement of the Parties. Such detailed protocol includes the terms and conditions of information exchange and system security for all information provided by Merrill Lynch to BlackRock.

(b) BlackRock will and will cause each of its Controlled Affiliates which is a party to a Selling Agreement from time to time to provide to any Merrill Lynch Distributor which then distributes Covered Products under such Selling Agreement Access to BlackRock in connection with the distribution of the Covered Products covered thereby.  For purposes of this Agreement, "Access to BlackRock" means that BlackRock will seek to provide personnel of each Merrill Lynch Distributor the same degree of access to and contact and interaction with the employees of BlackRock and its Controlled Affiliates as provided by MLIM and its Controlled Affiliates to personnel of the applicable Merrill Lynch Distributors as of the date of this Agreement, subject to compliance with Requirements of Law and the Applicable Standards and Practices of BlackRock and its Controlled Affiliates, including, but not limited to, contact directly, by telephone (including access to call center facilities as currently exist), through written materials, electronic mail or otherwise for purposes of providing or obtaining information, resources, communications, training and education, including information regarding investment objectives and strategies, portfolio contents and characteristics, performance, outlook, market commentary, product development and similar matters relating to the management and sale of the Covered Products.  BlackRock agrees to use commercially reasonable efforts to support the sales of BlackRock Products and provide reasonable sales support for Covered Products.

(c) In order to facilitate the Access to Merrill Lynch Distributors for BlackRock, Merrill Lynch and BlackRock agree, subject to the requirements of Applicable Law, to continue to cooperate to implement a plan for locating certain BlackRock employees in or near branch office locations of Merrill Lynch Distributors, the principal terms of which plan have been agreed to by the Parties.

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Section 7. Selling Agreements.

(a) To facilitate operation under this Agreement, BlackRock will, or will cause a Controlled Affiliate of BlackRock to, and Merrill Lynch will cause one or more of the Merrill Lynch Distributors to, enter into, from time to time hereafter with respect to Covered Products created in the future (subject to Section 8(a)), Selling Agreements that implement the terms and conditions of this Agreement or such other agreements, instruments or understandings, not inconsistent with the terms and conditions of this Agreement, that the parties may otherwise agree, in each case that are otherwise consistent with industry practice, applicable Requirements of Law, Applicable Standards and Practices and the provisions of this Agreement. Subject to applicable Requirements of Law, the Parties agree to cooperate with each other from the date hereof with respect to seeking any approvals that may be required by a board of directors/trustees of any RIC that is a Covered Product.

(b) Subject to applicable Requirements of Law and Applicable Standards and Practices, a Merrill Lynch Distributor that enters into a Selling Agreement with respect to a Covered Product will be entitled to receive compensation (including, as applicable, sales loads and other fees in accordance with applicable rules and regulations of the SEC and NASD and other Requirements of Law) with respect to the sale of such Covered Product as set forth in Section 4(a) of this Agreement.

(c) BlackRock and Merrill Lynch agree that this Agreement is intended to set out the principal business terms upon which they will enter into Selling Agreements during the term of this Agreement and that nothing in this Agreement creates a Selling Agreement with respect to any product or service.

(d) In the event that the terms of any Selling Agreement conflict with the terms of this Agreement, the terms of this Agreement will control for purposes of the Selling Agreement.

Section 8. New BlackRock Products.

(a) At any time during the term of this Agreement, subject to the Applicable Standards and Practices and to Requirements of Law, Merrill Lynch will, upon notice from BlackRock, use all commercially reasonable efforts to provide Distribution services and Access to Merrill Lynch Distributors with respect to any BlackRock Product introduced after the date hereof on the terms as provided by Section 4(a).  In connection with the exercise of such right by BlackRock, such Merrill Lynch Distributors will enter into in accordance with Section 7 or amend in accordance with Section 18 one or more Selling Agreements.

(b) Neither Merrill Lynch nor any Merrill Lynch Distributor may require BlackRock or any of its Affiliates, and BlackRock and its Affiliates will not be required to, offer any new Covered Product.  In addition, neither Merrill Lynch nor any Merrill Lynch Distributor will have the right to limit BlackRock or any of its Affiliates from developing or launching any new Covered Products.

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Section 9. Trademarks.

(a) Merrill Lynch hereby grants to BlackRock a non-exclusive, nontransferable, world wide limited license to use the marks set forth on Exhibit A (the "Merrill Lynch Licensed Marks") for use solely in connection with the sale and distribution of certain designated MLIM Products (set forth on Exhibit A and any other products mutually agreed by Merrill Lynch and BlackRock from time to time) for the term of this Agreement.  The foregoing license is conditioned upon conformance by BlackRock with any reasonable written usage guidelines provided by Merrill Lynch from time to time, which may include matters such as the appearance, placement, attribution requirements, approvals for advertising and other published materials, and association with other marks, with respect to any of the Merrill Lynch Licensed Marks and upon BlackRock's adherence to quality control standards for the provision of goods and services in connection with the Merrill Lynch Licensed Marks that Merrill Lynch notifies to BlackRock in writing.

(b) BlackRock hereby grants to Merrill Lynch a non-exclusive, nontransferable, world wide limited license to use the marks set forth on Exhibit B (the "BlackRock Licensed Marks") in connection with the sale and distribution of certain designated BlackRock Products set forth on Exhibit B and any other products mutually agreed by Merrill Lynch and BlackRock from time to time for the term of this Agreement.  The foregoing license is conditioned upon conformance by Merrill Lynch with any usage guidelines provided by BlackRock from time to time, which may include matters such as the appearance, placement, attribution requirements, approvals for advertising and other published materials, and association with other marks, with respect to any of the BlackRock Licensed Marks and upon Merrill Lynch's adherence to quality control standards for the provision of goods and services in connection with the BlackRock Licensed Marks that BlackRock notifies to Merrill Lynch in writing.

(c) Each Party reserves the right to terminate all or any of the licenses granted in Sections 9(a) and (b) above with respect to any mark and/or any jurisdiction in which it is used in the event that it determines in its reasonable discretion that (i) use by the other party results in (A) a breach or violation of Applicable Law, (B) dilution, tarnishment or any other damage to the marks (or goodwill associated therewith) licensed by such Party hereunder, as determined in the reasonable discretion of the Party granting the license, or (C) a royalty being payable or reasonably likely to be payable to a third party or (ii) the other party has (A) violated any of the conditions of use contained in Section 9(a) or (b), respectively, (B) in any way impuned, diluted, tarnished or damaged the ownership by such party or goodwill in any of the marks licensed by such Party, including without limitation, by claiming ownership of such marks or any confusingly similar mark or using any of such marks in a manner not authorized under this Agreement or other written agreement between the Parties or makes any use whatsoever of any confusingly similar marks.  Such termination shall be subject to notice and the ability to cure only to the extent that the licensing party in its sole discretion, deems appropriate after giving regard to the reason for termination.

EACH PARTY HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT

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AND THE LIKE TO THE EXTENT PERMITTED UNDER ANY APPLICABLE LAW; AND THE LICENSES GRANTED UNDER THIS AGREEMENT ARE GRANTED ON AN "AS IS" BASIS, AND EACH PARTY ASSUMES ALL RISKS OF USING THE OTHER PARTY'S MtS.

Section 10. Other Agreements.

(a) Each Party shall be responsible for complying with all applicable Requirements of Law then in effect in carrying out such Party's obligations under this Agreement.

(b) Each Party will disclose, and will cause its Affiliates to disclose, any information concerning this Agreement and the arrangements contemplated by this Agreement to its customers to the extent required by any Requirement of Law and any applicable obligations to customers.

(c) During the term of this Agreement, each Party shall be entitled to review in advance and comment on any public disclosure that the other Party or any of its Affiliates may propose to make regarding this Agreement, any other understandings between the Parties with respect to the arrangements contemplated hereby or the performance by a Party or any of its Affiliates of the provisions of this Agreement, including in any reports or other filings to be made by either Party under the federal securities laws.

(d) BlackRock and Merrill Lynch will establish and maintain a committee consisting of senior representatives of BlackRock and its Controlled Affiliates, on the one hand, and Merrill Lynch Distributors, on the other hand, to coordinate implementation of the distribution and access provisions of Sections 4 through 10 of this Agreement.  Such committee shall meet quarterly or at such other periods as Merrill Lynch and BlackRock may agree and seek to refine the application of the principles and agreements set forth herein, to resolve issues and disputes arising hereunder and to seek ways of working together to enhance the business of each Party.  Such committee shall operate by consensus insofar as possible and its determinations shall be implemented by the Parties and their Affiliates only to that extent.

(e) Subject to applicable Requirements of Law, upon Merrill Lynch's request, BlackRock will cooperate with any efforts by Merrill Lynch to seek approval by the board of directors or trustees of those BlackRock Products that are RICs that one or more Merrill Lynch Distributors identified by Merrill Lynch be appointed to act as an additional principal underwriter of such products.

(f) Merrill Lynch will, and will cause the Merrill Lynch Distributors, upon BlackRock's request, to use reasonable best efforts to make available to BlackRock and its Affiliates any information regarding agreements and arrangements for the Distribution of then existing MLIM Products.

Section 11. Confidentiality.

(a) Each Party shall keep confidential, and use its reasonable best efforts to cause its Controlled Affiliates and their officers, directors, employees and advisors to keep confidential, all Confidential Information in its possession provided by the other party hereto relating to Merrill Lynch and its Affiliates and BlackRock and its Affiliates, except (i) as

16

required by a Requirement of Law, (ii) for information that is or becomes known or available to the public at the time of disclosure, or thereafter becomes known to the public other than as a result of a breach of this Section 11(a) or (iii) for information that is or was received from a third party that, to the knowledge of such Party to this Agreement, is or was (at the relevant time) not in breach of a confidentiality obligation with regard to such information.

(b) Inasmuch as any breach of this Section 11 may result in immediate and irreparable injury, it is recognized and agreed that each of the Parties shall be entitled to equitable relief, including injunctive relief and specific performance, without any requirement for the posting of bond.

(c) BlackRock and Merrill Lynch have developed the terms and conditions applicable to BlackRock's receipt and use of personal information of any individual and to the extent changes are required pursuant to the terms hereof, the Parties shall work together to revise such terms and conditions.

Section 12. Effectiveness; Duration and Termination of this Agreement.

(a) This Agreement will become effective as of the date hereof and will have an initial term ending on the later of September 29, 2013 and the fifth anniversary of a Change in Control of Merrill Lynch.  After such initial term, unless otherwise agreed by the Parties, this Agreement shall automatically renew, so long as all of the following conditions apply, for one additional three-year term and, thereafter, for such annual or other periods as the Parties may agree:

(i) None of BlackRock's investment adviser subsidiaries or BlackRock's registered broker-dealer subsidiaries involved in the management or distribution of any RIC that is a Covered Product is subject to a statutory disqualification from serving as investment adviser or principal underwriter to a RIC pursuant to Section 9(a) or 9(b) of the 1940 Act for which an exemption with respect to such Covered Product is not available or has not been obtained;

(ii) None of BlackRock's investment adviser subsidiaries is subject to revocation of its registration as, or otherwise is ineligible to serve as, an investment adviser pursuant to Section 203 of the Advisers Act for which an exemption with respect to such Covered Product is not available or has not been obtained;

provided, however, that provisions (a)(i) and (a)(ii) shall not apply to any such disqualification or revocation resulting from acts by Merrill Lynch, its Affiliates or employees prior to Closing; and

(iii) There has been no Change of Control of BlackRock.

If at any time after the initial term, any one of the above conditions is not met, Merrill Lynch will have the right to terminate this Agreement upon written notice to BlackRock.

(b) Notwithstanding the foregoing, (i) the termination of this Agreement will not (A) reduce or curtail the term of any Selling Agreement that extends beyond the end of the

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term of this Agreement or (B) prejudice or otherwise affect any rights or obligations of any Person existing at the time of such termination under the terms of any Selling Agreement in force as of the date hereof or entered into hereunder and (ii) the provisions of Sections 1, 11, 12(b) and 13 through 21 shall survive termination of this Agreement.

Section 13. Relationship Between the Parties.

Nothing contained in this Agreement will be deemed to be construed by the Parties or any third party as creating a partnership, an agency relationship or joint venture between the Parties or any of their respective employees, representatives or agents.

Section 14. Assignment.

No Party may assign or transfer all or part of its rights or obligations under this Agreement without the prior written consent of the other Party, and any purported assignment without such consent will be void; provided, that such prior written consent will not be required in the event that BlackRock or Merrill Lynch sells, transfers, divests or otherwise disposes of all or substantially all of its business to one or more of its Controlled Affiliates.  This Agreement shall be binding on the successors and permitted assigns of each Party hereto; provided, that dispositions of assets or entities to unaffiliated third parties representing in any particular transaction or series of directly related transactions of not more than 20% of assets under management in the case of BlackRock or 20% of Sales Force in the case of Merrill Lynch may be made free from the foregoing limitations.

Section 15. Costs and Expenses.

Except as otherwise provided herein, each Party agrees to bear its own costs and other expenses incurred by it in connection with the negotiation, preparation or performance of the obligations set out in this Agreement.

Section 16. Severability.

Any term or provision of this Agreement that is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction.  If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.

Section 17. Entire Agreement.

This Agreement, the Transaction Agreement and the Selling Agreements represent the entire understanding between the Parties in relation to the matters contemplated by this Agreement and supersede all prior discussions and agreements among the Parties with respect to the subject matter of this Agreement.

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Section 18.Application of Agreement.

None of the arrangements provided for in Section 4,5,6,7 or 8 of this Agreement shall apply to any activities of Merrill Lynch or its Affiliates as a clearing broker or similar activities for other broker-dealers, banks or other financial intermediaries or their clients.

Section 19. Amendments and Waivers.

No amendment to this Agreement will be effective unless it is in writing and signed by each Party.  Any failure of a Party to comply with any obligation, covenant, agreement or condition contained in this Agreement may be waived by the Party entitled to the benefits of the provision only by a written instrument duly executed and delivered by the Party granting the waiver, but the waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition will not operate as a waiver of, or estoppel with respect to, any subsequent or other failure of compliance.

Section 20. Notices.

All notices and other communications hereunder shall be in writing in the English language and shall be addressed as follows (or at such other address for a party as shall be specified by like notice):

If to BlackRock:

BlackRock, Inc.

40 East 52nd Street

New York, NY  10022

Fax:  (212) 810-8787

Attention:  Ms. Susan Wagner

With copies to:

B1ackRock, Inc.

40 East 52nd Street

New York, NY  10022

Fax:  (212) 810-3744

Attention:  Robert P. Connolly, Esq.

and

Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, New York  10036

Fax:  (212) 735-2000

Attention:  Richard Prins, Esq.

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If to Merrill Lynch:

Merrill Lynch & Co., Inc.

222 Broadway

New York, New York  10038

Fax:  (212) 670-4518

Attention:  Mr. Richard E. Alsop

With copies to:

Sullivan & Cromwell LLP

125 Broad Street

New York, New York  10004

Fax:  (212) 558-3588

Attention:  John J. O'Brien, Esq.

    Mitchell S. Eitel, Esq.

All such notices or communications shall be deemed to have been delivered and received: (a) if delivered in person, on the day of such delivery, (b) if by fax, on the day on which such fax was sent, provided that receipt is personally confirmed by telephone, (c) if by certified or registered mail (return receipt requested), on the seventh Business Day after the mailing thereof or (d) if by reputable overnight delivery service, on the second Business Day after the sending thereof.  Each notice, written communication, certificate, instrument and other document required to be delivered under this Agreement shall be in the English language, except to the extent that such notice, written communication, certificate, instrument and other document is required by Applicable Law to be in a language other than English.

Section 21. Governing Law.

THIS AGREEMENT, THE LEGAL RELATIONS BETWEEN THE PARTIES AND THE ADJUDICATION AND THE ENFORCEMENT THEREOF, SHALL BE GOVERNED BY AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED WHOLLY WITHIN THAT JURISDICTION.

Section 22. Consent to Jurisdiction.

Each party to this Agreement, by its execution hereof, (a) hereby irrevocably submits to the non-exclusive jurisdiction of the State Courts of the State of New York, New York County or the United States District Court located in the State of New York, New York County for the purpose of any and all actions, suits or proceedings arising in whole or in part out of, related to, based upon or in connection with this Agreement or the subject matter hereof, (b) hereby waives to the extent not prohibited by Applicable Law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred to any court

20

other than one of the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by such court and (c) hereby agrees not to commence any such action other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise.  Each party hereby (i) consents to service of process in any such action in any manner permitted by New York law; (ii) agrees that service of process made in accordance with clause (i) or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 18, shall constitute good and valid service of process in any such action and (iii) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such action any claim that service of process made in accordance with clause (i) or (ii) does not constitute good and valid service of process.

Section 23. Hold Harmless.

(a) In the event that at any time prior to the first anniversary of the Closing (i) Merrill Lynch materially breaches its obligations under this Agreement, (ii) such breach shall not have been cured within 30 days after the date that Merrill Lynch or any of its Controlled Affiliates shall have first become aware of such breach (by becoming aware of such breach as a result of a notice received from BlackRock) by returning BlackRock to the financial position it would have been in but for such breach and (iii) BlackRock shall not be in material default under this Agreement at such time, then Merrill Lynch agrees to pay to BlackRock, subject to the other provisions of this Section 23, an amount (not less than zero) equal to the sum of:

(i) (A) if the Decline Amount in respect of the Liquidity Client Accounts is less than or equal to 2% of the Closing Revenue Run Rate of the Liquidity Client Accounts, $0 or (B) if the Decline Amount in respect of the Liquidity Client Accounts is in excess of 2% of such Closing Revenue Run Rate (such excess, in dollars, the "LC Decline Amount"), the product of (x) the LC Decline Amount in respect of the applicable Liquidity Client Accounts and (y) 7.1; and

(ii)       (A) if the Decline Amount in respect of the Long Term Accounts is less than or equal to 2% of the Closing Revenue Run Rate of the Long Term Accounts, $0 or (B) if the Decline Amount in respect of the Long Term Accounts is in excess of 2% of such Closing Revenue Run Rate (such excess, in dollars, the "LTA Decline Amount"), the product of (x) the LTA Decline Amount in respect of the applicable Long Term Accounts and (y) 4.9.

(b) For purposes of this Section 23:

(i) "Adjusted Assets Under Management" as of any date means, for each Product Class included in the Specified Client Accounts in question as of such date, the amount (expressed in U.S. dollars) of assets under management by BlackRock and its Affiliates (including for this purpose the MLIM Business) in such accounts as of such date, valued (a) for purposes of

21

calculating the Closing Revenue Run-Rate, as of the Closing Measurement Date and (b) for purposes of calculating the First Anniversary Revenue Run-Rate, as of the First Anniversary Measurement Date, at the amount calculated pursuant to clause (a) above, but (i) increased by the positive and decreased by the negative excess of (A) additions and contributions (including reinvestments of distributions) actually funded to such accounts after the Closing Measurement Date and on or prior to the First Anniversary Measurement Date over (B) terminations, withdrawals, redemptions and repurchases actually funded out of such accounts after the Closing Measurement Date and on or prior to the First Anniversary Measurement Date and (ii) increased, with respect to any new accounts of such Persons opened on or prior to the First Anniversary Measurement Date, by the amount of additions and contributions (net of terminations, withdrawals, redemptions and repurchases) actually funded to such accounts after the Closing Measurement Date and on or prior to the First Anniversary Measurement Date; provided, in each case, that:

(I)   withdrawals, redemptions and repurchases shall be taken into account on the date, if any, on which the applicable Person receives notice communicating an intention to withdraw any assets from or terminate an existing account (unless such notice has been revoked prior to the applicable date);

(II)   any assets under management for any account for which the applicable Person or an Affiliate acts as investment adviser and sub-adviser shall be counted only once; and

(III)   any assets under management for any set of accounts one of which invests in the other shall be counted only once if the applicable Person or an Affiliate acts as investment adviser to both.

(ii)       "Applicable Fee Rate" means, with respect to each Product Class comprising any Specified Client Accounts, (A) as of the Closing Measurement Date, the applicable aggregate annualized fee rate set forth for such Product Class on Exhibit C hereto, which shall be mutually agreed by the parties as soon as practicable after the date hereof and appended to this Agreement and (B) as of the First Anniversary Measurement Date, the same fee rate, as it may be adjusted by BlackRock to reflect changes in the actual aggregate fee rate experience of BlackRock in the period from the Closing Measurement Date up to the First Anniversary Measurement Date. Any such adjustment referred to in clause (B) shall take effect only if it is proposed by BlackRock to Merrill Lynch in writing, accompanied by reasonably detailed support for the adjustment, and approved by Merrill Lynch, such approval not to be unreasonably withheld. For purposes of this definition, the "applicable annualized fee rate" for each Product Class shall not include the effect of any performance-based fees or adjustments thereto or any extraordinary revenue items, and shall be reduced to take account

22

of any then applicable fee waiver, expense reimbursement or rebate, or any reallowance of administration or sub- or co-administration fees, shareholder servicing or other such fees to any Person in connection with such Product Class.

(iii) "Closing Revenue Run-Rate" means, for any Specified Client Accounts, the Revenue Run-Rate of BlackRock and its Affiliates (including for this purpose the MLIM Business) as of the Closing Measurement Date for such Specified Client Accounts.

(iv) "Decline Amount" means, with respect to either the Liquidity Client Accounts or Long Term Asset Accounts, as applicable, the excess, if any, expressed in dollars, of (A) the Closing Revenue Run-Rate with respect to such Specified Client Accounts over (B) the First Anniversary Revenue Run-Rate with respect to such Specified Client Accounts.

(v) "First Anniversary Measurement Date" means September 29, 2007.

(vi) "First Anniversary Revenue Run-Rate" means, for any Specified Client Accounts, the Revenue Run-Rate of BlackRock and its Affiliates (including for this purpose the MLIM Business) as of the First Anniversary Measurement Date for such Specified Client Accounts.

(vii)       "Liquidity Client Accounts" means all assets under management in Covered Products that are comprised of money market Funds and similar cash management vehicles or other similar assets held in cash management separate accounts, but excluding the institutional funds set forth on Schedule 23(b)(vii) and, in each case, that are attributable to Distribution through the Global Private Client segment of Merrill Lynch.

(viii)      "Long Term Asset Accounts" means all assets under management in Covered Products that are attributable to Distribution through the Global Private Client segment of Merrill Lynch, other than Liquidity Client Accounts and the institutional funds set forth on Schedule 23(b)(vii).

(ix) "Product Class" means each category, type or platform of Covered Products that is set forth in Exhibit C hereto.

(x)        "Revenue Run-Rate" means, with respect to any Specified Client Accounts as of any date, the aggregate annualized investment advisory, subadvisory, administration, sub- or co-administration, shareholder servicing, 12b-1 Plan and similar fees computed primarily by reference to assets under management that are payable to BlackRock or any of its Affiliates (including for this purpose the MLIM Business) in respect of all such Specified Client Accounts as to which such Persons provide any of the foregoing services, equals the sum of the following amounts: for each Product Class included in such Specified Client Accounts, multiplying the Adjusted Assets Under Management in such Product Class as of such date by the Applicable Fee Rate for such Product

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Class as of such date and, in the case of any Person that is not a wholly-owned Subsidiary of BlackRock, by multiplying the foregoing product by the direct and indirect percentage participation of BlackRock in the revenues or income, as applicable, of such Person.

(xi)       "Specified Client Accounts" means either the Liquidity Client Accounts or the Long Term Asset Accounts or both of them, as the context requires.

[Remainder of Page Intentionally Left Blank.]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.  This Agreement may be executed by the parties hereto in any number of counterparts, all of which will constitute one and the same instrument.

MERRILL LYNCH & CO., INC.
By:	/s/ Gregory J. Fleming
	Name: Gregory J. Fleming
	Title:    President
BLACKROCK, INC.
By:	/s/ Lawrence D. Fink
	Name: Lawrence D. Fink
	Title:    Cheif Executive Officer

[Signature Page to Global Distribution Note between ML&Co and New BlackRock]

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EXHIBIT A

TO THE GLOBAL DISTRIBUTION AGREEMENT

(Merrill Lynch Licensed Marks)

"CMA" in connection only with:

CMA Tax-Exempt Fund

CMA Multi-State Municipal Series Trust

CMA Arizona Municipal Money Fund

CMA California Municipal Money Fund

CMA Connecticut Municipal Money Fund

CMA Florida Municipal Money Fund

CMA Massachusetts Municipal Money Fund

CMA Michigan Municipal Money Fund

CMA New Jersey Municipal Money Fund

CMA New York Municipal Money Fund

CMA North Carolina Municipal Money Fund

CMA Ohio Municipal Money Fund

CMA Pennsylvania Municipal Money Fund

CMA Money Fund

CMA Treasury Fund

CMA Government Securities Fund

"WCMA" in connection only with:

WCMA Government Securities Fund

WCMA Money Fund

WCMA Tax-Exempt Fund

WCMA Treasury Fund

"Merrill Lynch" in connection only with:

Merrill Lynch Government Fund

Merrill Lynch Treasury Fund

Merrill Lynch Institutional Tax-Exempt Fund

Merrill Lynch Premier Institutional Fund

Merrill Lynch Institutional Fund

Merrill Lynch Capital Reserve Fund

Merrill Lynch Ready Asset Trust

Merrill Lynch Retirement Reserves Money Fund

Merrill Lynch U.S. Treasury Money Fund

Merrill Lynch U.S.A. Government Reserves

Merrill Lynch Mutual Fund Advisor®

Merrill Lynch Consults®

FDP®

Funds Diversified Portfolios®

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CDP®

Consults Diversified Portfolios®

WDP®

Wealth Diversified Portfolios®

MFA®

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EXHIBIT B

TO THE GLOBAL DISTRIBUTION AGREEMENT

(The BlackRock Licensed Marks)

BlackRock only in connection with:

MFA and MFA Selects Programs as follows:

BlackRock Only Strategies

BlackRock Funds Only Programs\

BlackRock Funds

NextGen College Investing Plan as follows:

BlackRock Age Based Portfolios

BlackRock Age-Based 0-7 Years Portfolio

BlackRock Age-Based 8-10 Years Portfolio

BlackRock Age-Based 11-13 Years Portfolio

BlackRock Age-Based 14-16 Years Portfolio

BlackRock Age-Based 17-19 Years Portfolio

BlackRock Age-Based 20+ Years Portfolio

BlackRock 100% Equity Portfolio

BlackRock 75% Equity Portfolio

BlackRock Fixed Income Portfolio

BlackRock Equity Index Portfolio

BlackRock Global Allocation Portfolio

BlackRock Large Cap Core Portfolio

BlackRock Fundamental Growth Portfolio

BlackRock Value Opportunities Portfolio

BlackRock Basic Value Fund, Inc.

BlackRock Bond Fund

BlackRock Fundamental Growth Fund, Inc.

BlackRock Global Allocation Fund, Inc.

BlackRock High Income Fund

BlackRock International Index Fund

BlackRock International Value Fund

BlackRock Large Cap Core Fund

BlackRock S&P 500® Index Fund

BlackRock Short Term Bond Fund

BlackRock Small Cap Growth Fund H

BlackRock Value Opportunities Fund, Inc.

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