Black Rock, Inc.

2002 Long-Term Retention and Incentive Plan

Award Agreement

(the "Award Holder")

(the "Award")

Grant Date

Pursuant to the terms and conditions of this agreement (the "Award Agreement") and the 2002 Long-Term Retention and Incentive Plan (the "Plan"), for good and valuable consideration, receipt of which is hereby acknowledged, Black Rock, Inc. (the "Company") hereby grants to the Award Holder (set forth above), the Award (set forth above) in connection with the Award Holder's retention as an employee and as compensation for services to be rendered hereafter.

SECTION 1. Definitions

For all purposes in this Award Agreement, the following terms shall have the respective meanings set forth in this Section 1.

(a) "Acceleration Event" may occur until the latest date that the Performance Goals may be achieved upon the first to occur of the following:

(i) at the sole discretion of the Incumbent Management Committee, upon the vote of a majority of the Incumbent Management Committee to accelerate the Plan, which vote shall occur six months following the Termination of Employment of the Chief Executive Officer of the Company (the "Chief Executive Officer") by the Chief Executive Officer for Deficient Opportunity or by the Company other than for Cause, death or Disability, if, within 60 days following the Termination of Employment of the Chief Executive Officer, a successor Chief Executive Officer of the Company fails to assume office within 30 days following the Termination of Employment of the chief executive officer who is either (A) a member of the Incumbent Management Committee or (B) a person approved by a majority of the Incumbent Management Committee; or

(ii) the awards granted under the Plan are fully vested pursuant to Section 3.3 (b) (1) of the Initial Public Offering Agreement made and entered into as of September 30, 1999 by and among The PNC Financial Services Group, Inc. ("PNC"), PNC Asset Management, Inc., a Delaware corporation and an indirect wholly owned subsidiary of PNC, and the Company, as amended.

(b) "Affiliate" means any corporation, partnership, joint venture, association, organization or other person or entity that is directly or indirectly through one or more intermediaries, controlling, controlled by or under common control with the person or entity specified.

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

(d) "Business Day" shall mean any day other than Saturday, Sunday or any other day on which banks in the State of New York are required by law to be closed.

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