STOCK PURCHASE AGREEMENT

Exhibit 10.1

STOCK PURCHASE AGREEMENT

BY AND BETWEEN

BLACKROCK, INC.

AND

THE PNC FINANCIAL SERVICES GROUP, INC.

Dated as of June 11, 2009

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this “ Agreement ”) is made and entered into as of June 11, 2009 by and between The PNC Financial Services Group, Inc., a Pennsylvania corporation (the “ Purchaser ”) and BlackRock, Inc., a Delaware corporation (“ BlackRock ”).

WHEREAS, BlackRock desires to issue and to sell to the Purchaser, and the Purchaser, desires to purchase from BlackRock shares of Series D Preferred Stock, all in accordance with the terms and provisions of this Agreement;

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises herein set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed as follows:

ARTICLE I

DEFINITIONS

Section 1.1 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 an Affiliate of the Purchaser solely by virtue of the Beneficial Ownership by the Purchaser of BlackRock Capital Stock, the election of Directors nominated by the Purchaser to the Board, the election of any other Directors nominated by the Board or any other action taken by the Purchaser in accordance with the terms and conditions of, and subject to the limitations and restrictions set forth on such Person in, this Agreement and the Stockholder Agreement (and irrespective of the characteristics of the aforesaid relationships and actions under applicable law or accounting principles); provided further , however , that solely for purposes of this Agreement, Merrill Lynch & Co., Inc. and their respective Affiliates shall not be deemed an Affiliate of BlackRock.

“ Applicable Date ” has the meaning set forth in Section 4.7(a).

“ 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 the Purchaser be deemed to Beneficially Own any securities which it has the right to acquire pursuant to Section 2.3 of the Stockholder Agreement) unless, and 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 the Purchaser 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 a pooled investment vehicle, to the extent of their ownership interests therein; provided , that in each case, such securities were acquired in the 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.

“ BlackRock Balance Sheet ” has the meaning set forth in Section 4.8.

“ BlackRock Closing Deliveries ” has the meaning set forth in Section 2.3(b).

“ BlackRock Commission Reports ” has the meaning set forth in Section 4.7(a).

“ BlackRock Financial Statements ” has the meaning set forth in Section 4.7(d).

“ BlackRock Material Adverse Effect ” means an event, circumstance, fact, change, development, condition or effect that has a material adverse effect on the business, assets, properties, results of operations or condition (financial or otherwise) of BlackRock and its Subsidiaries, taken as a whole; provided that none of the following (or the results thereof) shall contribute to or be a BlackRock Material Adverse Effect: (i) any change in Law or accounting standards, but only to the extent that BlackRock and its Subsidiaries, taken as a whole, are not materially disproportionately adversely affected compared to other asset managers and providers of investment management products and services generally; (ii) any change in economic or business conditions locally or globally generally, but only to the extent that BlackRock and its Subsidiaries, taken as a whole, are not materially disproportionately adversely affected compared to other asset managers and providers of investment management products and services generally; (iii) any events, conditions or trends in economic, business or financial conditions generally affecting the investment management industry, including changes in prevailing interest rates, currency exchange rates and price levels or trading volumes in the United States or foreign securities markets; (iv) any change resulting from or arising out of war, armed conflict, terrorist activity, hurricanes, earthquakes, floods or other natural disasters or epidemics; (v) any change in assets under management resulting from changes in asset valuation or market price fluctuations; (vi) the effects of the actions that are taken pursuant to or in connection with the Barclays

2

Agreement and (vii) in and of themselves, any changes in the trading price or trading volume of BlackRock Common Stock or the failure of BlackRock to meet estimates, projections, forecasts or earnings predictions; provided that the exception in this clause (vii) shall not include the underlying causes thereof (except to the extent otherwise excluded hereunder).

“ Board ” means the Board of Directors of BlackRock.

“ Barclays Agreement ” means the Stock Purchase Agreement, dated as of June 11 2009, by and between Barclays PLC, Barclays Bank PLC and BlackRock.

“ Barclays Funding ” means the transaction contemplated herein, similar transactions entered in to or committed to contemporaneously with this Agreement, and any other sale of BlackRock Capital Stock, whenever agreed to, the proceeds of which are intended, or reasonably related to, funding $3.1 Billion of the cash portion of the purchase price of the Barclays Transaction, of which this Agreement is a part.

“ Barclays Transaction ” means the acquisition of certain subsidiaries of Barclays Bank PLC by BlackRock pursuant to the Barclays Agreement.

“ 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.

“ 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.

“ 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.

3

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

“ Encumbrance ” means any lien, claim, judgment, charge, mortgage, security interest, pledge, escrow equity or other encumbrance.

“ Equity Rights ” has the meaning set forth in Section 4.2.

“ 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).

“ Existing Registration Rights Agreement ” means the Registration Rights Agreement, dated as of September 29, 2006, by and among New BlackRock, Inc., Merrill and the Purchaser.

“ Existing Stockholder Agreements ” means (i) the Second Amended and Restated Stockholder Agreement, dated February 27, 2009, among BlackRock, Merrill Lynch & Co., Inc. and Merrill Lynch Group, Inc., as such agreement is amended as of immediately prior to the execution of the Barclays Agreement, and (ii) the Amended and Restated Implementation and Stockholder Agreement, dated February 27, 2009, between BlackRock and The PNC Financial Services Group, Inc., as such agreement is amended as of immediately prior to the execution of the Barclays Agreement.

“ Governmental Entity ” means any national, federal, state, municipal, local, territorial, foreign or other government or any department, commission, board, bureau, agency, regulatory authority or instrumentality thereof, or any court, judicial, administrative or arbitral body or public or private tribunal.

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

“ Law ” means any law, statute, ordinance, rule, regulation, code, order, ordinance, judgment, injunction, writ, decree, decision, directive, or other requirement or rule of law enacted, issued, promulgated, enforced or entered by a Government Entity.

“ Litigation ” has the meaning set forth in Section 10.10(a).

“ 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.

“ Preferred Stock ” means the preferred stock, par value $0.01 per share, of BlackRock.

“ Purchaser Closing Deliveries ” has the meaning set forth in Section 2.3(a).

4

“ 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).

“ Series A Preferred Stock ” means Series A Convertible Participating Preferred Stock, par value $0.01 per share, of BlackRock.

“ Series B Preferred Stock ” means Series B Convertible Participating Preferred Stock, par value $0.01 per share, of BlackRock.

“ Series C Preferred Stock ” means Series C Convertible Participating Preferred Stock, par value $0.01 per share, of BlackRock.

“ Series D Preferred Stock ” means Series D Convertible Participating Preferred Stock, par value $0.01 per share, of BlackRock.

“ Significant Subsidiaries ” has the meaning set forth in Section 4.1.

“ Stockholder Agreement ” means the Amended and Restated Implementation and Stockholder Agreement, dated February 27, 2009, between BlackRock and The PNC Financial Services Group, Inc., as such agreement is amended as of immediately prior to the execution of the Barclays Agreement.

“ Subsidiary ” means, with respect to any Person, any other Person of which 50% or more of the shares of the voting securities or other voting interests are owned or controlled, or the ability to select or elect 50% or more of the directors or similar managers is held, directly or indirectly, by such first Person or one or more of its Subsidiaries, or by such first Person, or by such first Person and one or more of its Subsidiaries; provided, however, that a Person shall not be deemed to be a “Subsidiary” of the Purchaser if such Person is managed by its own management team independent from the Purchaser and if the Purchaser is not considered to have “beneficial ownership” of Common Stock owned by such Person for purposes, and within the meaning, of Rule 13d-3 of the Exchange Act.

“ 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 the Purchaser 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 the Purchaser’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 the Purchaser, 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 the Purchaser, expressly assumes all obligations of the Purchaser under this Agreement. For purposes of this Agreement,

5

the term Transfer shall include the sale of an Affiliate of the Purchaser or the Purchaser’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.

“ 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.

ARTICLE II

SALE AND PURCHASE

Section 2.1 Sale and Purchase of BlackRock Shares . Upon the terms and subject to the conditions herein contained, BlackRock agrees to sell to the Purchaser, and the Purchaser agrees to purchase from BlackRock, at the Closing, as herein defined, 3,556,188 shares of BlackRock Series D Preferred Stock (the “ Shares ”), for a purchase price (the “ Purchase Price ”) of $140.60 per Share, for an aggregate purchase price of $500,000,032.80 provided , however , the number of Shares that the Purchaser is obligated to purchase hereunder will be reduced to the extent BlackRock obtains subscriptions for its Capital Stock from additional equity investors as part of the Barclays Funding that result in the Barclays Funding exceeding $3.1 billion. BlackRock will provide notice to the Purchaser of any such reduction.

Section 2.2 Closing . The closing of the sale to, and purchase by, the Purchaser of the Shares (the “ Closing ”) shall, subject to the satisfaction or waiver of the conditions set forth in Articles VII and VIII hereof, occur at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York 10036-6522, on the Closing Date (as that term is defined in the Barclays Agreement) or at such other time and place as BlackRock and the Purchaser may agree (the day on which the Closing occurs, the “ Closing Date ”). At the Closing, BlackRock shall deliver to the Purchaser one or more certificates or other evidence evidencing the Shares to be purchased by the Purchaser at the Closing (in such denominations as shall be specified in writing by the Purchaser) each of which shall be registered in the Purchaser’s name or its designee, against delivery to BlackRock of the Purchase Price payable by wire transfer of immediately available funds to an account that BlackRock will designate in writing to the Purchaser at least five Business Days prior to the Closing Date. It is expressly agreed by the Purchaser and BlackRock that the Closing shall not occur unless the closing of the Barclays Transaction shall occur.

Section 2.3 Deliveries .

(a) At the Closing, the Purchaser shall deliver or cause to be delivered to BlackRock a certificate from an appropriate officer of the Purchaser, dated the Closing Date, certifying to fulfillment of the conditions set forth in Sections 7.1 and 7.2 (the “ Purchaser Closing Deliveries ”).

6

(b) At the Closing, BlackRock shall deliver to the Purchaser the following (collectively, the “BlackRock Closing Deliveries ”):

(i) one or more certificates or other evidence of the Shares registered in the Purchaser’s name (or the name(s) of one or more Subsidiaries of the Purchaser that it shall so designate in writing) representing the applicable Shares;

(ii) a certificate from an appropriate officer of BlackRock, dated the Closing Date, certifying to the fulfillment of each of the conditions set forth in Article IX.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser represents and warrants to BlackRock, as follows:

Section 3.1 Organization . The Purchaser (a) has been duly organized and is validly existing and in good standing under the laws of its jurisdiction of organization, (b) is duly qualified to do business and is in good standing in each jurisdiction where the nature of the property owned or leased by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified and in good standing would not, individually or in the aggregate, reasonably be likely to have a material adverse effect on the ability of the Purchaser to perform its obligations under this Agreement.

Section 3.2 Authority Relative to the Transaction Document . The Purchaser has the requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Purchaser, and the consummation by the Purchaser of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Purchaser. This Agreement has been duly and validly executed and delivered by the Purchaser and, assuming the due authorization, execution and delivery thereof by BlackRock, constitute the valid and binding obligations of the Purchaser, enforceable against it in accordance with their respective terms, except as may be limited by bankruptcy, insolvency or other equitable remedies.

Section 3.3 Governmental Approvals . No consent, approval, authorization or order of, or registration, qualification or filing with, any Governmental Entity or any other third party is required to be obtained or made by the Purchaser for the execution, delivery or performance by the Purchaser of the Agreement or the consummation by the Purchaser of the transactions contemplated hereby or thereby, except those specified herein or therein and other than a filing on a Form Schedule 13G (or 13G-A), if applicable.

Section 3.4 Receipt of Information . The Purchaser has received all the information it considers necessary or appropriate for deciding whether to acquire the applicable Shares. The Purchaser has had an opportunity to ask questions and receive answers from BlackRock regarding the terms and conditions of the offering of the Shares and the business and

7

financial condition of BlackRock and to obtain additional information (to the extent BlackRock possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to it or to which it had access. The Purchaser has not received, and is not relying on, any representations or warranties from BlackRock, other than as provided herein.

Section 3.5 Restricted Shares . The Purchaser understands that the Shares may not be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the Shares or an available exemption from registration under the Securities Act, the Shares must be held indefinitely. In particular, the Purchaser is aware that the Shares may not be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the applicable conditions of the rule are met.

Section 3.6 Legends . It is understood that, until such time as the Shares are sold pursuant to the a registration statement filed under the Securities Act of 1933, as amended or may be sold pursuant to Rule 144 under the Securities Act without restrictions as to the securities that can then be immediately sold, the certificates evidencing the Shares will bear the following legend:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT