BLACKROCK, INC.

1999 STOCK AWARD AND INCENTIVE PLAN

RESTRICTED STOCK AGREEMENT

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

(a) Acceleration Event shall occur if (i), at the sole discretion of the Companys Incumbent Management Committee, upon the vote of a majority of the Incumbent Management Committee to accelerate the Companys 2002 Long-Term Retention and Incentive Plan, which vote shall occur six months following the Termination of Employment of the Chief Executive Officer of the Company for Deficient Opportunity or by the Company other than for Cause, death or Disability, if, within 60 days following such termination, a successor chief executive officer of the Company fails to assume office who is either (A) a member of the Incumbent Management Committee or (B) a person approved by a majority of the Incumbent Management Committee, or (ii) any stock options granted under the Plan shall vest and become fully vested pursuant to Section 3.3(b)(1) of the Initial Public Offering Agreement made and entered into as of September 30, 1999, by and among The PNC Financial Services Group, Inc. (PNC), PNC Bancorp, Inc. (as successor to PNC Asset Management, Inc.), a Delaware corporation and an indirect wholly owned subsidiary of PNC, and the Company, as amended (the IPO Agreement). For purposes of clause (ii), if no stock options are outstanding under the Plan, but if such options had been outstanding and would have become vested and exercisable pursuant to Section 3.3(b)(1) of the IPO Agreement, then an Acceleration Event shall be deemed to have occurred.

(b) Affiliate means any corporation, partnership, joint venture, association, organization or other person or entity that is directly or indirectly through one or more intermediaries, controlling, controlled by or under common control with the person or entity specified.

(c) Cause means (i) Cause as defined in any Individual Agreement, or (ii) if there is no such Individual Agreement or if such Individual Agreement does not define Cause: (A) a material breach by the Grantee of any written policies of the Company or any Affiliate required by law or established to maintain compliance with applicable law; (B) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct by the Grantee against the Company or any Affiliate or any client of the Company or an Affiliate; (C) conviction (including a plea of nolo contendere) of the Grantee for the commission of a felony that could, in the Companys reasonable judgment, impair the Grantees ability to perform his or her duties or adversely affect the Companys or any Affiliates business or reputation; or (D) entry of any order against the Grantee by any governmental body having regulatory authority with respect to the Companys or any Affiliates business, which order relates to or arises out of the Grantees employment or service relationship with the Company or any Affiliate.

(d) Committee means the Compensation Committee of the Board of Directors of the Company.

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