SC 13D/A

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HZi2nQHRRRoANcGSN1GFY1XP1eB0CJcB4RQzQ8pZgGLVUaKGKazWP4h8MqZIp90y meXesA/VX0CcX2h92EhURg== 0000950123-08-011507.txt : 20080926 0000950123-08-011507.hdr.sgml : 20080926 20080926171834 ACCESSION NUMBER: 0000950123-08-011507 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20080926 DATE AS OF CHANGE: 20080926 GROUP MEMBERS: FUND ASSET MANAGEMENT, L.P. GROUP MEMBERS: MERRILL LYNCH GOVERNMENT SECURITIES INC. GROUP MEMBERS: MERRILL LYNCH GROUP, INC. GROUP MEMBERS: MERRILL LYNCH INVESTMENT MANAGERS, L.P. GROUP MEMBERS: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED GROUP MEMBERS: PRINCETON ADMINISTRATORS, L.P. GROUP MEMBERS: PRINCETON SERVICES, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BlackRock Inc. CENTRAL INDEX KEY: 0001364742 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 320174431 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82091 FILM NUMBER: 081091991 BUSINESS ADDRESS: STREET 1: 40 EAST 52ND STREET CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-810-5300 MAIL ADDRESS: STREET 1: 40 EAST 52ND STREET CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: BlackRock, Inc. DATE OF NAME CHANGE: 20060929 FORMER COMPANY: FORMER CONFORMED NAME: New BlackRock, Inc. DATE OF NAME CHANGE: 20060601 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MERRILL LYNCH & CO INC CENTRAL INDEX KEY: 0000065100 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 132740599 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4 WORLD FINANCIAL CTR CITY: NEW YORK STATE: NY ZIP: 10080 BUSINESS PHONE: 2124491000 MAIL ADDRESS: STREET 1: 4 WORLD FINANCIAL CTR CITY: NEW YORK STATE: NY ZIP: 10080 SC 13D/A 1 y71460a2sc13dza.htm AMENDMENT #2 TO SCHEDULE 13D SC 13D/A


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

BlackRock, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

US09247X1019
(CUSIP Number)

Merrill Lynch & Co., Inc.
4 World Financial Center
250 Vesey Street
New York, New York 10080
Telephone: 212-449-1000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

September 25, 2008
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.


CUSIP No.		US09247X1019

NAME OF REPORTING PERSON:

Merrill Lynch & Co., Inc.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

52,396,167 Shares

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

-- 0 --

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

52,396,167 Shares

WITH

SHARED DISPOSITIVE POWER

-- 0 --

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

52,396,167 Shares

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

44.7%¹

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

HC, CO

¹ Based on 117,220,949 shares of Common Stock, par value $0.01, of BlackRock, Inc. issued and outstanding as of August 31, 2008 (the “Common Stock Outstanding”).

- -2-


CUSIP No.		US09247X1019

NAME OF REPORTING PERSON:

Merrill Lynch Investment Managers, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

4,004,007 Shares

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

-- 0 --

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

-- 0 -- Shares

WITH

SHARED DISPOSITIVE POWER

4,004,007 Shares

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,004,007 Shares

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.4%²

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

PN, IA

² Based on the Common Stock outstanding.

- -3-


CUSIP No.		US09247X1019

NAME OF REPORTING PERSON:

Fund Asset Management, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

16,019,116 Shares

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

-- 0 --

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

-- 0 -- Shares

WITH

SHARED DISPOSITIVE POWER

16,019,116 Shares

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

16,019,116 Shares

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

13.7%³

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

PN, IA

³ Based on the Common Stock outstanding.

- -4-


CUSIP No.		US09247X1019

NAME OF REPORTING PERSON:

Princeton Administrators, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

6,675 Shares

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

-- 0 --

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

-- 0 --

WITH

SHARED DISPOSITIVE POWER

6,675 Shares

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,675 Shares

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 0.01%⁴

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

PN, IA

⁴ Based on the Common Stock outstanding.

- -5-


CUSIP No.		US09247X1019

NAME OF REPORTING PERSON:

Merrill Lynch Group, Inc.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

20,029,798 Shares

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

-- 0 --

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

-- 0 --

WITH

SHARED DISPOSITIVE POWER

20,029,798 Shares

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

20,029,798 Shares

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

17.1%⁵

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

HC, CO

⁵ Based on the Common Stock outstanding.

- -6-


CUSIP No.		US09247X1019

NAME OF REPORTING PERSON:

Princeton Services, Inc.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

20,029,798

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

-- 0 --

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

-- 0 --

WITH

SHARED DISPOSITIVE POWER

20,029,798 Shares

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

20,029,798 Shares

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

17.1%⁶

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO, HC

⁶ Based on the Common Stock outstanding.

- -7-


CUSIP No.		US09247X1019

NAME OF REPORTING PERSON:

Merrill Lynch Government Securities Inc.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

-- 0 --

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

-- 0 --

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

-- 0 --

WITH

SHARED DISPOSITIVE POWER

52,395,082 Shares

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

52,395,082 Shares

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

44.7%²

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

BD, CO

² Based on the Common Stock outstanding

-8-


CUSIP No.		US09247X1019

NAME OF REPORTING PERSON:

Merrill Lynch, Pierce, Fenner & Smith Incorporated

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

1,085 Shares

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

-- 0 --

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

1,085 Shares

WITH

SHARED DISPOSITIVE POWER

-- 0 --

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,085 Shares

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 0.01%⁷

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

BD, IA, CO

⁷ Based on the Common Stock outstanding.

-9-

CUSIP No. US09247X1019

Item 1. Security and Issuer.

This Amendment No. 2 to Schedule 13D relates to shares of Common Stock, par value $0.01 per share (the “Shares”), of BlackRock, Inc. (formerly New BlackRock, Inc. and New Boise, Inc.) (the “Issuer”). The principal executive offices of the Issuer are located at 40 East 52nd Street, New York, New York 10022.

Item 2. Identity and Background.

This statement is being filed by Merrill Lynch & Co., Inc. (“ML&Co.”), Merrill Lynch Investment Management, L.P. (“MLIM LP”), Fund Asset Management, L.P. (“FAM LP”), Princeton Administrators, L.P. (“Princeton Administrators”), Merrill Lynch Group, Inc. (“ML Group”), Princeton Services, Inc. (“Princeton Services”) Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”) and Merrill Lynch Government Securities Inc. (“MLGSI”)(collectively, the “Reporting Persons”).

ML&Co. is a Delaware corporation that, through its subsidiaries, including the other Reporting Persons, provides broker-dealer, investment banking, financing, wealth management, advisory, asset management, insurance, lending, and related products and services on a global basis. ML Group is a Delaware corporation. Princeton Services is a Delaware corporation. Princeton Services is the general partner of each of Princeton Administrators, MLIM LP, and FAM LP. MLIM LP, Princeton Administrators, and FAM LP are Delaware limited partnerships that formerly owned many of the assets that constituted the Merrill Lynch Investment Managers asset management business (the “MLIM Business”). MLPF&S is a Delaware corporation. MLGSI is a Delaware Corporation.

The principal business address of ML&Co., and the address of its principal office, is 4 World Financial Center, 250 Vesey Street, New York, New York 10080. The principal business address of each other Reporting Person is c/o ML&Co. at the same address.

The name, present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted), and citizenship of each director of ML&Co, ML Group, Princeton Services, MLPF&S and MLGSI are set forth in Schedules I-A, II-A, III-A, IV-A and V-A hereto respectively which are incorporated herein by reference.

The name, business address, present principal occupation or employment, and citizenship of each executive officer of ML&Co, ML Group, Princeton Services, MLPF&S and MLGSI are set forth in Schedules I-B, II-B, III-B, IV-B and V-B hereto respectively, which are incorporated herein by reference.

During the last five years, none of the Reporting Persons, nor, to the knowledge of each of the Reporting Persons, any of the persons listed on Schedules I-A, I-B, II-A, II-B, III-A, III-B, IV-A, IV-B, V-A or V-B hereto (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws, except as disclosed in Amendment 1 to this Schedule 13-D, filed with the SEC on July 22, 2008.

-10-

CUSIP No. US09247X1019

The Reporting Persons have entered into a Joint Filing Agreement, dated as of September 25, 2008, a copy of which is attached hereto as Exhibit 7.01.

Item 3. Source and Amount of Funds or Other Consideration.

MLGSI may be considered to beneficially own Shares under repurchase agreements with respect to the Shares entered into between MLGSI and each of ML&Co, Merrill Lynch Investment Managers L.P., Fund Asset Management L.P. and Princeton Administrators L.P.

-11-

Item 5. Interest in Securities of the Issuer.

(a) As of September 25, 2008, the Reporting Persons beneficially owned, in the aggregate, 52,396,167 Shares and 12,604,918 shares of Preferred Stock. The beneficially owned Shares represent, in the aggregate, beneficial ownership of approximately 44.7% of the Common Stock outstanding. The Reporting Persons constitute a “group”, within the meaning of Section 13(d)(3) of the Exchange Act. Accordingly, each Reporting Person may be deemed to beneficially own any Shares that may be beneficially owned by each other Reporting Person.

The aggregate number and percentage of Shares beneficially owned by each of the persons listed on Schedules I-A, I-B, II-A, II-B, III-A, III-B, IV-A, IV-B V-A and V-B hereto are set forth on Schedule VI hereto, which is incorporated by reference into this Item 5(a).

(b) Each Reporting Person, excluding MLGSI, shares the power to vote or direct the vote and to dispose or direct the disposition of Shares beneficially owned by such Reporting Person as indicated above.

Each Reporting Person shares the power to dispose or direct the disposition of shares of Preferred Stock beneficially owned by such Reporting Person as indicated above.

(c) Schedule VII hereto, which is incorporated by reference in its entirety into this Item 5(c), sets forth the transactions in the Shares which, to the knowledge of Merrill Lynch, have been effected during the 60 days prior to September 25, 2008 (excluding any transactions that may have been effected for managed accounts with funds provided by third party customers). All of the transactions set forth on Schedule VII were effected in the ordinary course of business of Merrill Lynch, including to correct errors made in connection with trades in the Issuer’s Shares. The transactions in the Shares described on Schedule VII were effected on the NYSE or the over-the-counter market for cash. Except as described above, no transactions in the Shares were effected by the Reporting Persons, or, to their knowledge, any of the persons listed on Schedules I-A, I-B, II-A, II-B, III-A, III-B, IV-A, IV-B V-A, V-B or VI hereto during such 60-day period.

CUSIP No. US09247X1019

(d) Not applicable.

(e) Not applicable.

-12-

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

On September 25, 2008, ML&Co, MLGSI and the Issuer entered into a consent and waiver (the “Consent”) with respect to the Amended and Restated Stockholder Agreement (the “Stockholder Agreement”), dated as of July 16, 2008, between ML&Co. and BlackRock. The Consent permits ML&Co. and any of its relevant affiliates to take advantage of the Federal Reserve Bank of New York’s (the “Federal Reserve”) recent expansion of eligible collateral under the Primary Dealer Credit Facility by, among other things, entering into one or more repurchase agreements (each, a “Repurchase Agreement”) with the Federal Reserve for all or a part of the Shares owned by MLGSI. The Consent and the Stockholder Agreement are attached hereto as exhibits 7.04 and 7.05 respectively, and are incorporated in their entirety into this Item 6.

The Consent expires upon, and any Repurchase Agreement will mature according to its terms immediately prior to, the consummation of ML&Co’s proposed merger with Bank of America Corporation. If ML&Co and MLGSI do not meet their obligations under a Repurchase Agreement, neither the Federal Reserve nor any subsequent owner of the Shares will become subject to any of the terms or provisions of the Stockholder Agreement. In that event, ML&Co. will remain bound by all applicable terms of the Stockholder Agreement.

-13-

CUSIP No. US09247X1019

Item 7. Material to be Filed as Exhibits


Exhibit		Description

7.01.		Joint Filing Agreement, dated as of September 25, 2008, by and among Merrill Lynch & Co., Inc., Merrill Lynch Investment Management, L.P., Fund Asset Management, L.P., Princeton Administrators, L.P., Merrill Lynch Group, Inc., Princeton Services, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Merrill Lynch Government Securities Inc.

7.02		Power of Attorney, dated October 9, 2006, relating to Merrill Lynch Group, Inc. (incorporated by reference to Exhibit 7.06 of the Reporting Persons’ statement on Schedule 13D with respect to the Issuer, filed on October 10, 2006).

7.03		Power of Attorney, dated September 23, 2008, relating to Merrill Lynch Government Securities Inc.

7.04		Consent and Waiver Letter Agreement, dated as of September 25, 2008, by and between Merrill Lynch & Co., Inc., Merrill Lynch Government Securities Inc. and BlackRock, Inc.

7.05		Amended and Restated Stockholder Agreement, dated as of July 16, 2008, by and between Merrill Lynch & Co., Inc. and BlackRock, Inc. (incorporated by reference to Exhibit 7.02 of the Reporting Persons’ Amendment No. 1 to its statement on Schedule 13D with respect to the Issuer, filed on July 22, 2008).

-14-

CUSIP No. US09247X1019

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: September 25, 2008



MERRILL LYNCH & CO., INC.

By: Name:		/s/ JONATHAN N. SANTELLI Jonathan N. Santelli
Title:		Assistant Secretary

MERRILL LYNCH INVESTMENT MANAGERS, L.P.

By:		Princeton Services, Inc., its General Partner

By: Name:		/s/ JONATHAN N. SANTELLI Jonathan N. Santelli
Title:		Vice President and Secretary

FUND ASSET MANAGEMENT, L.P.

By:		Princeton Services, Inc., its General Partner

By: Name:		/s/ JONATHAN N. SANTELLI Jonathan N. Santelli
Title:		Vice President and Secretary

PRINCETON ADMINISTRATORS, L.P.

By:		Princeton Services, Inc., its General Partner

By: Name:		/s/ JONATHAN N. SANTELLI Jonathan N. Santelli
Title:		Vice President and Secretary

MERRILL LYNCH GROUP, INC.

By: Name:		/s/ JONATHAN N. SANTELLI Jonathan N. Santelli
Title:		Authorized Person

MERRILL LYNCH GOVERNMENT SECURITIES INC.

By: Name:		/s/ JONATHAN N. SANTELLI Jonathan N. Santelli
Title:		Authorized Person

-15-

CUSIP No. US09247X1019



PRINCETON SERVICES, INC.

By: Name:		/s/ JONATHAN N. SANTELLI Jonathan N. Santelli
Title:		Vice President and Secretary

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

By: Name:		/s/ JONATHAN N. SANTELLI Jonathan N. Santelli
Title:		Assistant Secretary

-16-

CUSIP No. US09247X1019

SCHEDULE I-A

The name and present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted) of each director of ML&Co. are set forth below.

All directors listed below are United States citizens except for Judith Mayhew Jonas who is a U.K. citizen.


		Present principal occupation or employment (and the
		name, principal business and address of any
		corporation or other organization in which such
Name		employment is conducted)

Carol T. Christ		President, Smith College
		c/o Corporate Secretary’s Office
		222 Broadway, 17th Floor
		New York, New York 10038

Armando M. Codina		President and Chief Executive Officer of Flagler
		Development Group
		c/o Corporate Secretary’s Office
		222 Broadway, 17th Floor
		New York, New York 10038

Virgis W. Colbert		Corporate Director
		c/o Corporate Secretary’s Office
		222 Broadway, 17th Floor
		New York, New York 10038

John D. Finnegan		Chairman of the Board, President and Chief Executive
		Officer of The Chubb Corporation
		c/o Corporate Secretary’s Office
		222 Broadway, 17th Floor
		New York, New York 10038

Judith Mayhew Jonas		Corporate Director
		c/o Corporate Secretary’s Office
		222 Broadway, 17th Floor
		New York, New York 10038

Aulana L. Peters		Corporate Director
		c/o Corporate Secretary’s Office
		222 Broadway, 17th Floor
		New York, New York 10038

-17-

CUSIP No. US09247X1019


		Present principal occupation or employment (and the
		name, principal business and address of any
		corporation or other organization in which such
Name		employment is conducted)

Joseph W. Prueher		Corporate Director, former U.S. Ambassador to the People’s Republic of China
		c/o Corporate Secretary’s Office
		222 Broadway, 17th Floor
		New York, New York 10038

Ann N. Reese		Co-Founder and Co-Executive Director of the Center for Adoption Policy
		c/o Corporate Secretary’s Office
		222 Broadway, 17th Floor
		New York, New York 10038

Charles O. Rossotti		Senior Advisor to The Carlyle Group
		c/o Corporate Secretary’s Office
		222 Broadway, 17th Floor
		New York, New York 10038

John A. Thain		Chairman of the Board and Chief Executive Officer
		Merrill Lynch & Co., Inc.
		c/o Corporate Secretary’s Office
		222 Broadway, 17th Floor
		New York, New York 10038

-18-

CUSIP No. US09247X1019

SCHEDULE I-B

The name and present principal occupation or employment of each executive officer of ML&Co. are set forth below.

The business address for all the executive officers listed below is 4 World Financial Center, 250 Vesey Street, New York, New York 10080.

All executive officers listed below are United States citizens.


Name		Present principal occupation or employment

Rosemary T. Berkery		Executive Vice President; Vice Chairman; General Counsel

Nelson Chai		Executive Vice President, Chief Financial Officer

Gregory J. Fleming		President; Chief Operating Officer

Robert J. McCann		Executive Vice President; President, Vice Chairman, Global Wealth Management

Thomas K. Montag		Executive Vice President; Head of Global Sales & Trading

Thomas J. Sanzone		Executive Vice President; Chief Administrative Officer

John A. Thain		Chairman of the Board and Chief Executive Officer

-19-

CUSIP No. US09247X1019

SCHEDULE II-A

The name and present principal occupation or employment of each director of ML Group are set forth below.

The principal business address of each director is c/o Merrill Lynch & Co., Inc., 4 World Financial Center, New York, NY 10080.

All directors listed below are United States citizens


Name		Present principal occupation or employment

Richard B. Alsop		Senior Vice President, Corporate Law

Gary M. Carlin		Managing Director, Merrill Lynch Finance

Marlene B. Debel		Managing Director, Global Treasury

D. Kevin Dolan		Senior Vice President, Corporate Tax

-20-

CUSIP No. US09247X1019

SCHEDULE II-B

The name and present principal occupation or employment of each executive officer of ML Group are set forth below.

The business address for all the executive officers listed below is c/o Merrill Lynch & Co., Inc., 4 World Financial Center, New York, NY 10080.

All executive officers listed below are United States citizens.


Name		Present principal occupation or employment

Richard B. Alsop		Vice President Senior Vice President, Corporate Law

Gary M. Carlin		President Managing Director, Merrill Lynch Finance

D. Kevin Dolan		Chairman of the Board, Senior Vice President, Corporate Tax

-21-

CUSIP No. US09247X1019

SCHEDULE III-A

The name and present principal occupation or employment of each director of Princeton Services are set forth below.

The principal business address of each director is Merrill Lynch & Co., Inc., 4 World Financial Center, New York, NY 10080.

All directors listed below are United States citizens.


Name		Present principal occupation or employment

John J. Fosina		Senior Vice President, Corporate Audit

Carlos M. Morales		Senior Vice President, Office of General Counsel

-22-

CUSIP No. US09247X1019

SCHEDULE III-B

The name and present principal occupation or employment of each executive officer of Princeton Services are set forth below.

The business address for all the executive officers listed below is c/o Merrill Lynch & Co., Inc., 4 World Financial Center, New York, NY 10080.

All executive officers listed below are United States citizens.


Name		Present principal occupation or employment

John J. Fosina		President, Senior Vice President, Corporate Audit

Carlos M. Morales		Senior Vice President, Office of the General Counsel

-23-

CUSIP No. US09247X1019

SCHEDULE IV-A

The name and present principal occupation or employment of each director of MLPF&S are set forth below.

The principal business address of each director is 4 World Financial Center, New York, NY 10080.

All directors listed below are United States citizens.


Name		Present principal occupation or employment

Candace E. Browning		Senior Vice President; President of Merrill Lynch Global Research

Gregory J. Fleming		Executive Vice President; President and Chief Operating Officer of Merrill Lynch & Co., Inc.

Robert J. McCann		Chairman and Chief Executive Officer; Executive Vice President of Merrill Lynch & Co., Inc.; Vice Chairman, Global Wealth Management

Carlos M. Morales		Senior Vice President, Office of General Counsel

-24-

CUSIP No. US09247X1019

SCHEDULE IV-B

The name and present principal occupation or employment of each executive officer of MLPF&S are set forth below.

The business address for all the executive officers listed below is 4 World Financial Center, New York, NY 10080 unless otherwise noted.

All executive officers listed below are United States citizens.


Name		Present principal occupation or employment

Rosemary T. Berkery		Executive Vice President; Vice Chairman; General Counsel of Merrill Lynch & Co., Inc.

Robert J. McCann		Chairman and Chief Executive Officer; Executive Vice President of Merrill Lynch & Co., Inc.; Vice Chairman, Global Wealth Management

Joseph F. Regan		First Vice President, Chief Financial Officer and Controller Merrill Lynch & Co., Inc. 95 Greene Street (8^th Floor) Jersey City, NJ 07032

-25-

CUSIP No. US09247X1019

SCHEDULE V-A

The name and present principal occupation or employment of each director of MLGSI are set forth below.

The principal business address of each director is c/o Merrill Lynch & Co., Inc., 4 World Financial Center, New York, NY 10080.

All directors listed below are United States citizens


Name		Present principal occupation or employment
Christopher M. Bury		Director, Fixed Income, Currencies and Commodities

Paul W. Murphy		Managing Director, Fixed Income, Currencies and Commodities

Daniel B. Markaity		Managing Director, Fixed Income, Currencies and Commodities

-26-

CUSIP No. US09247X1019

SCHEDULE V-B

The name and present principal occupation or employment of each executive officer of MLGSI are set forth below.

The business address for all the executive officers listed below is c/o Merrill Lynch & Co., Inc., 4 World Financial Center, New York, NY 10080.

All executive officers listed below are United States citizens.


Name		Present principal occupation or employment
Christopher M. Bury		Director, Fixed Income, Currencies and Commodities

Paul W. Murphy		Managing Director, Fixed Income, Currencies and Commodities

Daniel B. Markaity		Managing Director, Fixed Income, Currencies and Commodities

Christopher M. Moran		Director, Fixed Income, Currencies and Commodities Services

Joseph F. Regan		First Vice President, Corporate Controller

-27-

CUSIP No. US09247X1019

SCHEDULE VI

The aggregate number and percentage of the Issuer stock beneficially owned by each of the persons listed on Schedules I-A, I-B, II-A, II-B, III-A, III-B, IV-A, IV-B, V-A and V-B hereto are set forth below:

Gregory J. Fleming beneficially owns 95 Shares, but does not have the power to dispose or direct the disposition of such Shares.

-28-

SCHEDULE VII

Merrill Lynch engaged in the following purchases and sales of the Shares during the 60-day period prior to the date hereof:

Purchase (P) /

Description of Security

Sale (S)

Trade Date

Quantity

Price

Common Stock

7/29/2008

217.7800

Common Stock

7/30/2008

224.5900

Common Stock

7/30/2008

217.1000

Common Stock

7/31/2008

219.7000

Common Stock

8/5/2008

300

226.5567

Common Stock

8/20/2008

209.4400

Common Stock

8/20/2008

209.3701

Common Stock

8/20/2008

209.4400

Common Stock

8/20/2008

209.3701

Common Stock

8/27/2008

206.1800

Common Stock

8/27/2008

206.1800

Common Stock

9/2/2008

222.6900

Common Stock

9/2/2008

222.6900

Common Stock

9/3/2008

219.2648

Common Stock

9/3/2008

219.2648

Common Stock

9/3/2008

219.2648

Common Stock

9/3/2008

219.2648

Common Stock

9/3/2008

219.2648

Common Stock

9/3/2008

219.2648

Common Stock

9/3/2008

219.2648

Common Stock

9/3/2008

219.2648

Common Stock

9/3/2008

219.2648

Common Stock

9/3/2008

219.2648

Common Stock

9/3/2008

219.2648

Common Stock

9/3/2008

219.2648

Common Stock

9/3/2008

219.2648

Common Stock

9/3/2008

219.2648

Common Stock

9/3/2008

219.2648

Common Stock

9/3/2008

219.2648

Common Stock

9/3/2008

219.2648

Common Stock

9/3/2008

219.2648

Common Stock

9/3/2008

219.2648

Common Stock

9/3/2008

219.2648

Common Stock

9/3/2008

219.2648

Common Stock

9/3/2008

219.2648

Common Stock

9/3/2008

219.2648

Common Stock

9/3/2008

219.2648

Common Stock

9/3/2008

219.2648

Common Stock

9/3/2008

219.2648

Common Stock

9/3/2008

219.2648

Common Stock

9/3/2008

219.2648

Common Stock

9/3/2008

219.2648

Common Stock

9/3/2008

219.2648

Common Stock

9/3/2008

219.2648

Common Stock

9/3/2008

219.2648

Common Stock

9/3/2008

219.2648

Common Stock

9/3/2008

219.2648

Common Stock

9/3/2008

219.2648

Common Stock

9/3/2008

219.2648

Common Stock

9/3/2008

219.2648

Common Stock

9/3/2008

219.2648

Common Stock

9/8/2008

218.9600

Common Stock

9/8/2008

218.9600

Common Stock

9/8/2008

218.9600

Common Stock

9/8/2008

218.9600

Common Stock

9/8/2008

218.9600

Common Stock

9/8/2008

218.9600

Common Stock

9/8/2008

218.9600

Common Stock

9/8/2008

218.9600

Common Stock

9/8/2008

218.9600

Common Stock

9/8/2008

218.9600

Common Stock

9/8/2008

218.9600

Common Stock

9/8/2008

218.9600

Common Stock

9/10/2008

100

220.8580

Common Stock

9/11/2008

100

209.9550

Common Stock

9/11/2008

100

219.1590

Common Stock

9/11/2008

100

213.6220

Common Stock

9/16/2008

207.7200

Common Stock

9/17/2008

195.4500

Common Stock

9/17/2008

192.1400

Common Stock

9/18/2008

185.8700

Common Stock

9/18/2008

187.2500

Common Stock

9/19/2008

215.0100

Common Stock

9/19/2008

5,300

205.3197

-29-

EX-99.7.01 2 y71460a2exv99w7w01.htm EX-99.7.01: JOINT FILING AGREEMENT EX-99.7.01

Exhibit 7.01

JOINT FILING AGREEMENT

The undersigned hereby agree that the Amendment No. 2 to Statement on Schedule 13D filed herewith (and any amendments thereto), relating to the Common Stock, par value $0.01 per share, of BlackRock, Inc., is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, on behalf of each such person.

Dated: September 25, 2008


MERRILL LYNCH & CO., INC.

By:		/s/ JONATHAN N. SANTELLI

Name:		Jonathan N. Santelli
Title:		Assistant Secretary

MERRILL LYNCH INVESTMENT MANAGERS, L.P.

By: Princeton Services, Inc., its General Partner

By:		/s/ JONATHAN N. SANTELLI

Name:		Jonathan N. Santelli
Title:		Vice President and Secretary

FUND ASSET MANAGEMENT, L.P.

By: Princeton Services, Inc., its General Partner

By:		/s/ JONATHAN N. SANTELLI

Name:		Jonathan N. Santelli
Title:		Vice President and Secretary

PRINCETON ADMINISTRATORS, L.P.

By: Princeton Services, Inc., its General Partner

By:		/s/ JONATHAN N. SANTELLI

Name:		Jonathan N. Santelli
Title:		Vice President and Secretary

MERRILL LYNCH GROUP, INC.

By:		/s/ JONATHAN N. SANTELLI

Name:		Jonathan N. Santelli
Title:		Authorized Person

PRINCETON SERVICES, INC.

By:		/s/ JONATHAN N. SANTELLI

Name:		Jonathan N. Santelli
Title:		Vice President and Secretary


MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

By:		/s/ JONATHAN N. SANTELLI

Name:		Jonathan N. Santelli
Title:		Assistant Secretary

MERRILL LYNCH GOVERNMENT SECURITIES INC.

By:		/s/ JONATHAN N. SANTELLI

Name:		Jonathan N. Santelli
Title:		Authorized Person

EX-99.7.03 3 y71460a2exv99w7w03.htm EX-99.7.03: POWER OF ATTORNEY EX-99.7.03

Exhibit 7.03

POWER OF ATTORNEY
To Prepare and Execute Documents Pursuant to Sections 13 and 16
of the Securities Exchange Act of 1934, as Amended,
and Rules Thereunder, by and on Behalf of

MERRILL LYNCH GOVERNMENT SECURITIES INC.

Know all by these presents, that the undersigned hereby constitutes and appoints Jonathan N. Santelli and Frank J. Marinaro each individually its true and lawfully attorney-in-fact to:

(1) prepare and execute, for and on behalf of the undersigned, any and all forms, schedules, reports and other documents relating to Merrill Lynch & Co., Inc.’s direct or indirect ownership of securities that are required to be filed with the United States Securities and Exchange Commission pursuant to Section 13 and 16 of the Securities Exchange Act of 1934, as amended, and the rules thereunder (collectively, the “Exchange Act”);

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to comply with the requirements of Sections 13 and 16 of the Exchange Act including, but not limited to, executing documents required by said sections of the Exchange Act and effecting the timely filing thereof with the United States Securities and Exchange Commission and any other authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of each such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by each such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as each such attorney-in-fact may approve in his or her discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as each such attorney-in-fact might or could do if personally present, hereby ratifying and confirming all that each such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Sections 13 or 16 of the Exchange Act.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 23^rd day of September 2008.


MERRILL LYNCH GOVERNMENT SECURITIES INC.
By:	/s/ James Hsu
	Name:	James Hsu
	Title:	Vice President and Secretary

EX-99.7.04 4 y71460a2exv99w7w04.htm EX-99.7.04: CONSENT AND WAIVER LETTER AGREEMENT EX-99.7.04

Exhibit 7.04


		Merrill Lynch & Co., Inc.

		4 World Financial Center
		New York, NY 10080

BlackRock, Inc.
40 East 52nd Street
New York, New York 10022

Attention: General Counsel

September 25, 2008

Ladies and Gentlemen:

We refer to the Amended and Restated Stockholder Agreement, dated as of July 16, 2008 (the “Stockholder Agreement”), between Merrill Lynch & Co., Inc. (“ML&Co” and, collectively with its affiliates, “Merrill Lynch”) and BlackRock, Inc. (“BlackRock”). By countersigning this consent and waiver (this “Consent and Waiver”) below and returning an executed counterpart to Merrill Lynch, attention: Marlene Debel at the address provided above or by email to marlene_debel@ml.com, BlackRock hereby:

(1) consents to the Transfer by Merrill Lynch and any of its relevant affiliates of all or part of the shares of Common Stock of BlackRock held by any of them (the “Shares”), under one or more repurchase agreements with the Federal Reserve Bank of New York (the “Federal Reserve”) and agrees that Section 3.4 of the Stockholder Agreement shall not apply to such Transfer; provided, however, that such consent shall expire upon the consummation of the merger (the “Merger Closing”) pursuant to the Agreement and Plan of Merger, dated as of September 15, 2008, by and between ML&Co. and Bank of America Corporation, as the same may be amended from time to time; provided, further, however, that the expiration of such consent shall not apply to or affect any Transfer of Shares that is the subject of any repurchase agreement entered into prior to the date of the Merger Closing that matures by its terms upon or prior to the Merger Closing.

(2) agrees that, upon or in connection with the occurrence of an event that provides the Federal Reserve under any documentation covering any such repurchase agreement the right to exercise remedies in respect of the Shares under any such repurchase agreement and the Federal Reserve’s determination or deemed determination to exercise such remedies (an “Event”), (a) the sale or other disposition of all or any part of the Shares by the Federal Reserve to one or more third-party purchasers shall not be subject to the Transfer and other restrictions contained in the Stockholder Agreement; (b) in the hands of the Federal Reserve or any such third-party-purchaser, the Shares shall not be subject to any of the terms

-1-

or provisions of the Stockholder Agreement; (c) upon request of the Federal Reserve, BlackRock shall promptly remove or cause its transfer agent to remove any legend on such securities referring to any restrictions under the Stockholder Agreement and to register the Shares in the name of the Federal Reserve or in the name of such Person(s) as the Federal Reserve designates to BlackRock in writing; and (d) upon notice from the Federal Reserve to Merrill Lynch and BlackRock of such Event and its determination to exercise its voting rights, Merrill Lynch shall be released from its obligations under Section 4.6 of the Stockholder Agreement in order that the Shares may be freely voted by the Federal Reserve;

(3) acknowledges that the Federal Reserve will not become a party to the Stockholder Agreement at any time and, accordingly, agrees that, the Federal Reserve does not and will not have any obligation to comply with the terms of, or incur any liability or obligation of any kind under, the Stockholder Agreement, including any liability for any breach of the Stockholder Agreement by Merrill Lynch;

(4) agrees that, upon the Federal Reserve’s notice of an Event, the Federal Reserve shall have rights under the Registration Rights Agreement dated September 29, 2006 (the “Registration Rights Agreement”) among BlackRock, ML&Co and The PNC Financial Services Group, Inc. as if the Federal Reserve were Merrill Lynch thereunder and that any provisions in the Registration Rights Agreement relating to the Stockholder Agreement shall not apply to the Federal Reserve’s rights under the Registration Rights Agreement. BlackRock and Merrill Lynch further agree that they will maintain the Registration Rights Agreement in full force and effect for the term of each repurchase agreement with respect to any Shares. BlackRock acknowledges and agrees that all Shares from time to time subject to a repurchase agreement shall, notwithstanding any provision in the Registration Rights Agreement, constitute Registrable Shares under the Registration Rights Agreement. Each of BlackRock and Merrill Lynch confirm that there have been no “Requests” for “Required Registrations” within the meaning of the Registration Rights Agreement within the preceding twelve months; and

(5) it will execute all assignments and other instruments and give any necessary instructions to any transfer agent or registrar necessary to provide the Federal Reserve or any third-party transferee of Shares with the foregoing rights.

As a condition to BlackRock providing this consent, Merrill Lynch agrees that:

(6) each repurchase agreement will provide that, in the absence of any Event thereunder, Merrill Lynch shall retain the power to vote the Shares and designate members of the Board of Directors of BlackRock and all other voting, corporate governance or consent rights to which Merrill Lynch may be entitled under the Stockholder Agreement with respect to the Shares subject thereto;

(7) it will not enter into any repurchase agreement in respect of BlackRock Shares that does not mature upon or prior to the Merger Closing;

(8) it will not enter into any repurchase transaction under a repurchase agreement in respect of more than 90% of the number of the Shares; provided, however, that the

-2-

foregoing shall not prevent Merrill Lynch from utilizing all or a portion of the remaining 10% of the number of the Shares to satisfy margin calls in respect of any such repurchase transaction due to reductions in the market value of the Shares;

(9) it will continue to be bound by the Stockholder Agreement in all respects prior to any Event and, following an Event, by all applicable provisions of the Stockholder Agreement including without limitation, the non-competition provisions of Article V, in accordance with its terms; and

(10) no Transfer of Shares to the Federal Reserve or by the Federal Reserve or any direct or indirect transferee of the Federal Reserve will be treated during the eight year period following the last such Transfer to the Federal Reserve as an acquisition of beneficial ownership of such Shares by any Person for purposes of clause (i) of the definition of “Change of Control of BlackRock” in the Amended and Restated Global Distribution Agreement, dated as of July 16, 2008, between Merrill Lynch and BlackRock and no change in directors of BlackRock during such eight-year period will be treated as a change in directors for purposes of clause (iv) or (v) of such definition if any such new director receives votes from any such transferee.

Furthermore:

(11) Each of ML&Co, Merrill Lynch Government Securities, Inc. (“MLGS”) and BlackRock represents and warrants that this Consent and Waiver has been duly authorized, executed and delivered by it (and, in the case of BlackRock, has been approved by a majority of its independent directors) and is enforceable against it in accordance with its terms; and

(12) In accordance with Section 3.2(a) of the Stockholder Agreement, BlackRock hereby consents to the Transfer of the Shares to MLGS for the purpose of delivering the Shares in one or more repurchase agreements with the Federal Reserve, and MLGS hereby agrees to be bound by the Stockholder Agreement as if it were an initial signatory thereto.

Merrill Lynch, MLGS and BlackRock further agree that upon the termination of all repurchase agreements and the Federal Reserve’s return of all share certificates to Merrill Lynch or MLGS, all obligations of Merrill Lynch and MLGS under the Stockholder Agreement previously waived shall return to full force.

Capitalized terms used and not otherwise defined in this Consent and Waiver have the meanings set forth in the Stockholder Agreement. This Consent and Waiver will be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without regard to principles of conflicts of laws. This Consent and Waiver may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same consent. Delivery of an executed counterpart of this Consent and Waiver by electronic delivery will be effective as delivery of a manually executed counterpart of this Consent and Waiver.

-3-


Sincerely, MERRILL LYNCH & CO., INC., on behalf of itself and each of its affiliates
By:	/s/ Eric S. Heaton
Name:		Eric S. Heaton
Title:		Treasurer


MERRILL LYNCH GOVERNMENT SECURITIES, INC.
By:	/s/ Michael Johnson
Name:		Michael Johnson
Title:		Director

Agreed and acknowledged:

BLACKROCK, INC


	By:	/s/ Daniel R. Waltcher
	Name:	Daniel R. Waltcher
	Title:	Managing Director

-4-

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