0001341004-09-000482 Sample Contracts

SECOND AMENDED AND RESTATED STOCKHOLDER AGREEMENT AMONG BLACKROCK, INC. MERRILL LYNCH & CO., INC. AND MERRILL LYNCH GROUP, INC. DATED AS OF FEBRUARY 27, 2009
Stockholder Agreement • February 27th, 2009 • BlackRock Inc. • Security brokers, dealers & flotation companies • Delaware

SECOND AMENDED AND RESTATED STOCKHOLDER AGREEMENT dated as of February 27, 2009, by and among BlackRock, Inc., a Delaware corporation ("BlackRock") and Merrill Lynch & Co., Inc., a Delaware corporation ("Merrill Lynch") and Merrill Lynch Group, Inc., a Delaware corporation.

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AMENDED AND RESTATED IMPLEMENTATION AND STOCKHOLDER AGREEMENT BETWEEN THE PNC FINANCIAL SERVICES GROUP, INC. AND BLACKROCK, INC. DATED AS OF FEBRUARY 27, 2009
Implementation and Stockholder Agreement • February 27th, 2009 • BlackRock Inc. • Security brokers, dealers & flotation companies • Delaware

AMENDED AND RESTATED IMPLEMENTATION AND STOCKHOLDER AGREEMENT dated as of February 27, 2009, between BlackRock, Inc., a Delaware corporation (formerly New Boise, Inc. a Delaware corporation ("BlackRock")), and The PNC Financial Services Group, Inc., a Pennsylvania corporation ("PNC").

THIRD AMENDMENT TO SHARE SURRENDER AGREEMENT
Share Surrender Agreement • February 27th, 2009 • BlackRock Inc. • Security brokers, dealers & flotation companies

This Third Amendment to the Share Surrender Agreement is made and entered into as of February 27, 2009, by and between BlackRock, Inc., a Delaware corporation ("BlackRock"), PNC Bancorp, Inc. ("Bancorp"), a Delaware corporation (as successor to PNC Asset Management, Inc., a Delaware corporation ("PAM") under an Assignment and Assumption Agreement entered into as January 14, 2005 (the "Assignment and Assumption Agreement")), and The PNC Financial Services Group, Inc., a Pennsylvania corporation ("PNC"). Bancorp is a wholly-owned subsidiary of PNC. Capitalized terms used in this Third Amendment and not defined have the meanings set forth in the Amended Share Surrender Agreement (as defined below).

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