BLACKROCK, INC. VOLUNTARY DEFERRED COMPENSATION PLAN

1.1

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

1.2

Board means the Board of Directors of BlackRock, Inc.

1.3

Bonus means that portion of the discretionary annual performance bonus payable by the Company or an Affiliate of the Company to a Participant in respect of a Plan Year that has not been mandatorily deferred under the IDCP; provided, however, that with respect to Participants who are sales representatives, Bonus means the amount payable to the Participant from the annual commissions bonus pool that has not been mandatorily deferred under the IDCP.

1.4

Change of Control shall be deemed to occur if (i) due to a transfer of Voting Stock, a person other than PNC or its Affiliates holds a majority of the voting power of the Voting Stock, or (ii) whether by virtue of an actual or threatened proxy contest (including a consent solicitation) or any merger, reorganization, consolidation or similar transaction, Persons who are directors of the Company immediately prior to such proxy contest or the execution of the agreement pursuant to which such transaction is consummated (other than a director whose initial assumption of office was in connection with a prior actual or threatened proxy contest) cease to constitute a majority of the Board or any successor entity immediately following such proxy contest or the consummation of such transaction, provided, however, that the occurrence of an event described in (i) or (ii) above shall not constitute a Change of Control unless it constitutes a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company, within the meaning of Section 409A(a)(2)(A)(v) of the Code.

1.5

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

1.6

Committee means the Company’s Executive Committee or any successor body or committee.

1.7

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

1.8

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

1.9

Compensation Limit has the meaning set forth in Section 401(a)(17) of the Code.

1.10

Cyllenius means Cyllenius Partners II LLC.

1.11

Deferred Compensation Account means the book-keeping entry account maintained by the Company for each Participant that reflects Deferred Compensation Amounts (including gains and losses) and adjustments thereto.

1.12

Deferred Compensation Amount means the portion of the Bonus voluntarily deferred under Section 3.1.

1.13

Deferral Period means the deferral period elected by the Participant in accordance with Section 3.1.

1.14

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

1.15

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

1.16

Grandfathered Amounts means the Deferred Compensation Amounts that were accrued and vested on December 31, 2004 (including earnings thereon). The terms and conditions applicable to the Grandfathered Amounts are set forth on Appendix A hereto.

1.17

IDCP means the Company’s Involuntary Deferred Compensation Plan.

1.18

Investment Company Act means the Investment Company Act of 1940, as amended from time to time.

1.19

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

1.20

Knowledgeable Employee has the meaning set forth in Rule 3c-5 under the Investment Company Act.

1.21

Multi-Manager means BlackRock Multi-Manager Partners LLC.

1.22

Obsidian means The Obsidian Fund LLC.

1.23

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

1.24

Participation Agreement means the agreement, in a form prescribed by the Committee, filed by a Participant.

1.25

Person means any individual, partnership, limited partnership, corporation, trust, estate, association, limited liability company, private foundation or other entity.

1.26

Plan means the BlackRock, Inc. Voluntary Deferred Compensation Plan.

1.27

Plan Year means the calendar year.

1.28

PNC means The PNC Financial Services Group, Inc., a Pennsylvania corporation, or any successor thereto.

1.29

Qualified Purchaser shall have the meaning ascribed to such term in the Investment Company Act.

1.30

Termination of Employment means the termination of a Participant’s employment or service with his or her Employer for any reason.

1.31

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

1.32

Voting Stock means the then-outstanding shares of capital stock of the Company entitled to vote generally on the election of directors and shall exclude any class or series of capital stock of the Company only entitled to vote in the event of dividend arrearages or any default under any provision of such class or series whether or not at the time of determination there are any such dividend arrearages or defaults.

2.1

Eligibility to Participate . Eligibility under the Plan is limited to Participants.

2.2

Election to Participate . A Participant may elect to participate in the Plan by filing one or more Participation Agreements with the Company. A Participation Agreement for the deferral of a Participant’s Bonus must be filed no later than June 30 ^th of each calendar year in which the Bonus can be earned, provided, however, that in the event a Participant is entitled to a Bonus which does not qualify as “performance-based compensation” within the meaning of Section 409A of the Code, then a Participation Agreement for the deferral of such guaranteed Bonus must be filed no later than December 31 ^st of the year prior the year in which such Bonus can be earned. The Participation Agreement shall

specify the method of payment and the time or times of payment of the Deferred Compensation Amounts. A new Participation Agreement shall be filed by the Participant for a deferral election for each Plan Year. A Participant’s election to defer Compensation shall be irrevocable upon the filing of the related Participation Agreement.

3.1

General . For each Plan Year, a Participant may elect under his or her Participation Agreement to defer one to one hundred percent of his or her Bonus in one percent increments. A Participant shall specify in his or her Participation Agreement a Deferral Period for the Deferred Compensation Amount of either one, three, five or ten years.

3.2

Allocation of Deferred Compensation Amounts . A Participant’s Deferred Compensation Amount shall be credited to his or her Deferred Compensation Account as soon as practicable after the Participant is paid the Bonus for that Plan Year (or, if all of the Bonus is deferred, at the time such Bonus would otherwise have been paid). The amount credited to the Participant’s Deferred Compensation Account shall equal the amount deferred, less required withholdings.

3.3

Subsequent Deferral Elections . A Participant may delay payment of his or her Deferred Compensation Account or any portion thereof by providing written notice to the Committee. Such subsequent election shall be made in accordance with the transition rules in effect from time to time pursuant to Section 409A of the Code or, for elections made after December 31, 2008, only if (i) the subsequent election does not take effect for at least twelve (12) months from the date of the subsequent election, (ii) the first payment pursuant to the subsequent election is deferred for a period of at least five (5) years from the date the payment would otherwise have been made pursuant to the previous election then in effect (except if the election relates to a payment on account of death or an unforeseeable emergency), and (iii) if the election relates to a payment at a specified time or pursuant to a fixed schedule, the subsequent election is made no less than twelve (12) months prior to the date on which the first payment was scheduled to be made pursuant to the previous election then in effect . For purposes of this Section 3.3, each installment payment shall be treated as a “separate payment” under Section 409A of the Code.

4.1

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

•

Deferred Compensation Amounts;

•

distributions (if any); and

•

increases or decreases in the value of the Investment Funds selected by the Participant as tracking investments.

5.1

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

5.2

Restricted Investment Funds . The Committee may prevent a Participant from directing an investment to an Investment Fund in order to comply with applicable securities laws if the Participant is not a Qualified Purchaser, Knowledgeable Employee or otherwise permitted to direct an investment to an Investment Fund under the Plan. Unless otherwise determined by the Committee, only Participants that are either Qualified Purchasers or Knowledgeable Employees may select Obsidian, Cyllenius or Multi-Manager as an Investment Fund.

5.3

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

5.4

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

5.5

Investment Reallocation . Once each calendar quarter (but in the case of Obsidian and Multi-Manager, only once each calendar year and in the case of Cyllenius, only twice each calendar year), a Participant may elect, by written notice delivered to the Committee on such date as shall be designated by the Committee,

to change the manner in which all or a portion of his or her Deferred Compensation Account is designated among the then-available Investment Funds. Unless otherwise determined by the Committee, a Participant may not reallocate less than (i) 10% of the amount directed by the Participant in the particular Investment Fund from which the reallocation is to be made and (ii) 25% of the amount directed by the Partici