PNC Financial Services (PNC)

Summary of Agreements and Other Documents

Under its Exchange Agreement, PNC will be exchanging 17,872,000 shares of BlackRock Common Stock for a like number of shares of BlackRock’s Series B non-voting convertible participating preferred stock, par value $0.01 per share (the “Series B Preferred Stock”) and up to 2,940,866 shares of BlackRock Common Stock for a like number of shares of BlackRock’s Series C non-voting convertible participating preferred stock, par value $0.01 per share (the “Series C Preferred Stock”). The amount of BlackRock Common Stock being exchanged for Series C Preferred Stock equals PNC’s remaining obligation to deliver BlackRock Common Stock to fund BlackRock’s LTIP under the current terms of the Share Surrender Agreement. The terms of the Series B Preferred Stock and the Series C Preferred Stock are summarized below. The approximately 22,308,500 remaining shares of BlackRock Common Stock held by PNC will not be affected by these exchanges.

Simultaneously with PNC’s exchanges, Merrill Lynch will be exchanging all of its shares of BlackRock’s Series A non-voting convertible participating preferred stock, par value $0.01 per share, and a majority of its BlackRock Common Stock for a like number of shares of Series B Preferred Stock. The Merrill Lynch exchange transactions are described in greater detail in a Form 8-K filed by BlackRock on December 29, 2008.

The changes contained in PNC’s Amended and Restated Implementation and Stockholder Agreement with BlackRock in relation to the prior agreement will, among other things, (i) revise the definitions of “Fair Market Value,” “Ownership Cap,” “Ownership Percentage,” “Ownership Threshold” and “Significant Stockholder”; and (ii) amend or supplement certain other provisions therein to incorporate the Series B Preferred Stock and Series C Preferred Stock, respectively.

The Third Amendment to the Share Surrender Agreement will provide for the substitution of Series C Preferred Stock for the shares of BlackRock Common Stock currently subject to the Share Surrender Agreement.

The terms of Series B Preferred Stock and Series C Preferred Stock, respectively, are summarized as below:

Rank. The Series B Preferred Stock and Series C Preferred Stock will rank pari passu in right of payment with respect to dividends and upon liquidation with the Series A Preferred Stock and any other series of BlackRock’s preferred stock that by its terms ranks pari passu in right of payment as to dividends and/or upon liquidation with the Series B Preferred Stock and Series C Preferred Stock, respectively.

Dividend. The Series B Preferred Stock and Series C Preferred Stock will be entitled to receive any dividend that is paid to holders of BlackRock Common Stock. Any subdivisions, combinations, consolidations or reclassifications to the BlackRock Common Stock must also be made accordingly to Series B Preferred Stock and Series C Preferred Stock, respectively.

Liquidation Preference. In the event of a liquidation, dissolution or winding up of BlackRock, the holders of the Series B Preferred Stock and the Series C Preferred Stock will be entitled to receive $0.01 per share and $40.00 per share, respectively, of the respective preferred stock held, plus any outstanding and unpaid dividends, before any payments are made to holders of BlackRock Common Stock or any other class or series of BlackRock’s capital stock ranking junior as to liquidation rights to Series B Preferred Stock and Series C Preferred Stock, respectively. After such payment to the holders of Series B Preferred Stock and Series C Preferred Stock and the holders of shares of any other series of BlackRock’s preferred stock ranking prior to the BlackRock Common Stock as to distributions upon liquidation, the remaining assets of BlackRock will be distributed pro rata to the holders of (i) Series B Preferred Stock and Series C Preferred Stock, (ii) any other series of BlackRock’s preferred stock ranking prior to the BlackRock Common Stock as to distributions upon liquidation that participate with the holders of BlackRock Common Stock upon liquidation, and (iii) the BlackRock Common Stock and any other shares of BlackRock’s capital stock ranking pari passu with the BlackRock Common Stock as to distributions upon liquidation.

Voting Rights. The Series B Preferred Stock and Series C Preferred Stock have no voting rights except as required by applicable law.

Conversion. Upon any transfer of Series B Preferred Stock to any person other than an affiliate of the initial holder, each share of Series B Preferred Stock will be converted into one share of BlackRock Common Stock. Each share of Series C Preferred Stock will be convertible into one share of BlackRock Common Stock only upon satisfaction of the terms under the Share Surrender Agreement that are triggered upon a sale of BlackRock. No optional conversion is permitted with respect to either series.