Non Employee Directors Stock Compensation

BLACKROCK, INC.
NONEMPLOYEE DIRECTORS
STOCK COMPENSATION PLAN


1. Purpose. The BlackRock, Inc. Nonemployee Directors Stock Compensation Plan
------- is intended to encourage members of the board of directors of BlackRock, Inc., a Delaware corporation, who are not also employees of the Company or any of its subsidiaries and who receive fees for their services to acquire additional stock ownership interests in the Company.


2. Definitions.
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(a) "Accounting Date" means the first day of each calendar quarter.


(b) "Board" means the Board of Directors of the Company.


(c) "Committee" means the Compensation Committee of the Board.


(d) "Common Stock" means the class A common stock, par value $0.01 per share, of the Company.


(e) "Company" means BlackRock, Inc., a Delaware corporation.


(f) "Compensation" means the aggregate amount payable in cash to a Director for such Director's services on the Board, including any amounts payable with respect to service on or serving as Chairman of a committee of the Board or for attendance at Board or committee meetings.


(g) "Director" means a member of the Board who is not also an employee of the Company or any of its subsidiaries and who receives fees for his or her services on the Board.


(h) "Effective Date" means the effective date of the Initial Public Offering, provided that the Plan had been approved by the stockholders of the Company prior to the Initial Public Offering.


(i) "Fair Market Value" means, with respect to Common Stock, the fair market value of such Common Stock determined by such methods or procedures as shall be established from time to time by the Committee. Unless otherwise determined by the Committee in good faith, the per share Fair Market Value of Common Stock as of a


particular date shall mean (i) the closing sales price per share of Common Stock on the national securities exchange on which the Common Stock is principally traded, for the last preceding date on which there was a sale of such Common Stock on such exchange, or (ii) if the shares of Common Stock are then traded in an over-the-counter market, the average of the closing bid and asked prices for the shares of Common Stock in such over-the-counter market for the last preceding date on which there was a sale of such Common Stock in such market, or (iii) if the shares of Common Stock are not then listed on a national securities exchange or traded in an over-the-counter market, such value as the Committee, in its sole discretion, shall determine.


(j) "Initial Public Offering" shall mean the initial public offering of shares of Common Stock of the Company.


(k) "Plan" means this BlackRock, Inc., Nonemployee Directors Stock Compensation Plan.


3. Administration of the Plan. The Plan shall be administered by the
-------------------------- Committee. The Committee sha ...