BlackRock and Merrill Lynch Investment Managers to Combine, Forming One of the World's Largest Independent Investment Management Firms

-- Combined Firm to Have $1 Trillion in Assets Under Management

-- Will be a Top-Ten Asset Manager Worldwide

-- Will Rank As #1 Fixed Income Manager in the U.S.

-- Will Operate under BlackRock Name; Merrill Lynch to Have a 50% Stake

-- Brings Together Two Firms with Strong Investment Performance Track Records and Highly Complementary Strengths Across Asset Classes, Products, Channels, Geographies

BlackRock, Inc. (NYSE: BLK), and Merrill Lynch (NYSE: MER) todayannounced that they have reached an agreement to merge Merrill Lynch'sinvestment management business, Merrill Lynch Investment Managers(MLIM), and BlackRock to create a new independent company that will beone of the world's largest asset management firms with nearly $1trillion in assets under management. Merrill Lynch's stake will go to49.8%, and it will have a 45% voting interest in the combined company.The new company will operate under the BlackRock name and be governedby a board of directors with a majority of independent members.

The combined company will offer a full range of equity, fixedincome, cash management and alternative investment products withstrong representation in both retail and institutional channels, inthe U.S. and in non-U.S. markets. It will have over 4,500 employees in18 countries and a major presence in most key markets, including theU.S., the U.K., Asia, Australia, the Middle East and Europe.

The transaction, which has been approved by the boards ofdirectors of both companies, is expected to close in the third quarterof 2006. To ensure continuity of management and high levels of serviceto clients of both companies, Laurence D. Fink, CEO of BlackRock, willserve as Chairman and Chief Executive Officer of the combined company,and Ralph L. Schlosstein will continue to serve as President and aDirector. Robert C. Doll, President and Chief Investment Officer ofMLIM, will become a Vice Chairman, CIO of Global Equities, andChairman of the Private Client Operating Committee. Mr. Doll andRobert S. Kapito, Vice Chairman and Head of Portfolio Management ofBlackRock, are both expected to become members of the combinedcompany's Board of Directors, subject to the Board's approval. StanO'Neal, Chairman and Chief Executive Officer of Merrill Lynch, andGregory J. Fleming, President, Global Markets & Investment Banking,Merrill Lynch, are expected to serve as Merrill's designees on theBoard.

Extraordinary Scale, Reach and Client Service

"Joining forces with Merrill Lynch Investment Managers representsa truly transformational opportunity - the combined company will havebroad investment and risk management capabilities and extraordinaryglobal scale that will enhance our collective ability to serveindividual and institutional investors worldwide," commented Mr. Fink."MLIM and BlackRock are highly complementary, in terms of bothexpertise and culture. Together, we will benefit from a singular focuson investment and risk management, as well as a deep pool of talentedprofessionals who share a commitment to teamwork, excellence andintegrity. We will also benefit from an ongoing strategic partnershipwith Merrill Lynch as we work together to serve our shared clients.Lastly, we will move quickly to establish a robust operating platformthat leverages our BlackRock Solutions capabilities and ensures aseamless transition for BlackRock and MLIM clients."

"Having an expanded presence in the asset management business hasbeen a strategic priority for Merrill Lynch for some time," said Mr.O'Neal . "By merging MLIM with BlackRock, Merrill Lynch will realize amajor objective - the transformation of our asset management unit intoa major component of what we believe will be one of the world'spreeminent, diversified global money management organizations. We willgain what amounts to a half-interest in a firm twice the size of ourunit, with enhanced growth prospects, both organically and throughpotential acquisitions, with its own publicly traded stock.Additionally, this transaction frees up significant capital forMerrill Lynch, which we can deploy to further enhance shareholdervalue."

"We have a team of outstanding investment management professionalswho look forward to becoming partners with the BlackRock team," saidMr. Doll. "Both firms have very similar cultures, emphasizingteamwork, integrity, operational excellence and superior clientservice as they seek strong investment returns. We will build onecompany that reflects the best of both organizations. The combinedcompany will leverage each organization's strong momentum and will bewell positioned to expand its products and distribution capabilities."

Merger to Build Scale, Scope and Product Range

The new BlackRock will provide a wide range of investments,including significant offerings in every major asset class,encompassing equity, fixed income, liquidity, and alternatives.Capabilities will include U.S. and non-U.S. products in each assetclass, including products created in investment centers in the U.S.,London, Edinburgh, Tokyo, and Australia. In order to best serveclients' needs, various products will be available as separateaccounts, open-end funds and closed-end funds.

BlackRock and MLIM complement each other in distributionplatforms. MLIM's industry-leading retail presence in the U.S. and itsstrong reputation in Europe and Asia match up well with BlackRock'sglobal institutional client base. MLIM has a strong mutual fundplatform with 154 mutual funds globally. In the U.S. MLIM manages 108open and closed end stock and bond funds, 42 of which are rated 4-or5- star by Morningstar. These will join with BlackRock's group of morethan 100 funds to give investors a broad array of choices in equity,fixed income and liquidity funds.

On a combined basis as of December 31, 2005, the proposed companymanaged $286 billion in equity/balanced, $415 billion in fixed income,$208 billion in liquidity, $38 billion in alternative and real estateinvestments, and $44 billion in retail separately managed accounts.

BlackRock will also continue to provide leading risk managementand advisory services to a wide variety of major institutional clientsthrough BlackRock Solutions.

Terms of the Transaction

The transaction is subject to various regulatory approvals, clientconsents, approval by BlackRock shareholders and customary conditions.

Under the terms of the agreement, Merrill Lynch will have certainrestrictions on the sale or acquisition of shares in the newBlackRock, but will have the right to maintain its ownershippercentage in the event of BlackRock's issuance of additional sharesin the future.

The transaction will result in a gain to Merrill Lynch, net ofcertain transaction-related expenses, based on the value of theBlackRock stock received at closing. Based on BlackRock's closingprice on February 14, the net after-tax gain would amount toapproximately $1.1 billion. Additionally, Merrill Lynch expects thatthe elimination of goodwill associated with the MLIM segment will freeup a significant amount of equity capital to be redeployed into growthinitiatives or share repurchases.

Following closing, Merrill Lynch expects to reflect its investmentin the stock of the combined company in its financial statements usingthe equity method of accounting, and will record its proportionateshare of the new BlackRock's net earnings as a component of netrevenues.

In 2007, Merrill Lynch expects the transaction to be slightlydilutive to its earnings and earnings per share. In 2008, oncetransaction synergies are fully realized, Merrill Lynch expects thetransaction to be neutral to its earnings and earnings per shareassuming no redeployment of equity capital freed up by thetransaction, and accretive assuming redeployment of capital.

Independent Board Majority

The Board of Directors of the new BlackRock will be comprised of amajority of independent Directors. Committed to best practices incorporate governance, the audit, nominating and compensationcommittees of the Board will be composed solely of independentDirectors.

As a result of the transaction, The PNC Financial Services Group,Inc. (NYSE: PNC) - which bought BlackRock in 1995 and currently owns70% of the company - will maintain a 34% share in the combinedcompany, and approximately 17% will be held by employees and publicshareholders.

In connection with the transaction, Citigroup Corporate andInvestment Banking acted as exclusive financial advisor and SkaddenArps provided legal counsel to BlackRock.

Conference Call

Laurence D. Fink, chairman and chief executive officer ofBlackRock; James E. Rohr, chairman and chief executive officer of PNC;Stan O'Neal, chairman and chief executive officer of Merrill Lynch;Bob Doll, president and chief investment officer of MLIM; and JeffEdwards, senior vice president and chief financial officer of MerrillLynch, will host a joint conference call today at 8:30 a.m. ET todiscuss this announcement. The conference call can be accessed via alive audio webcast available through the Merrill Lynch InvestorRelations website at www.ir.ml.com or by dialing (888) 810-0245 (U.S.callers) or (706) 634-0180 (non-U.S. callers). On-demand replay of thewebcast will be available from approximately 1:00 p.m. ET today at thesame web address.

BlackRock's investor presentation will be available on BlackRock'swebsite at www.blackrock.com prior to the beginning of theteleconference call.

About BlackRock

BlackRock is one of the largest publicly traded investmentmanagement firms in the United States with approximately $452.7billion of assets under management at December 31, 2005. BlackRockmanages assets on behalf of institutional and individual investorsworldwide through a variety of equity, fixed income, cash managementand alternative investment products. In addition, BlackRock providesrisk management, investment system outsourcing and financial advisoryservices to a growing number of institutional investors. Headquarteredin New York City, the firm serves clients from offices in the U.S.,Europe and Asia. BlackRock is majority owned by The PNC FinancialServices Group, Inc. (NYSE: PNC) and by BlackRock employees. Foradditional information, please visit the Company's website atwww.blackrock.com.

This press release, and other statements that BlackRock may make,including statements about the benefits of the transaction withMerrill Lynch, may contain forward-looking statements within themeaning of the Private Securities Litigation Reform Act, with respectto BlackRock's future financial or business performance, strategies orexpectations. Forward-looking statements are typically identified bywords or phrases such as "trend," "potential," "opportunity,""pipeline," "believe," "comfortable," "expect," "anticipate,""current," "intention," "estimate," "position," "assume," "outlook,""continue," "remain," "maintain," "sustain," "seek," "achieve," andsimilar expressions, or future or conditional verbs such as "will,""would," "should," "could," "may" or similar expressions.

BlackRock cautions that forward-looking statements are subject tonumerous assumptions, risks and uncertainties, which change over time.Forward-looking statements speak only as of the date they are made,and BlackRock assumes no duty to and does not undertake to updateforward-looking statements. Actual results could differ materiallyfrom those anticipated in forward-looking statements and futureresults could differ materially from historical performance.

In addition to factors previously disclosed in BlackRock'sSecurities and Exchange Commission (SEC) reports and those identifiedelsewhere in this press release, the following factors, among others,could cause actual results to differ materially from forward-lookingstatements or historical performance: (1) the introduction,withdrawal, success and timing of business initiatives and strategies;(2) changes in political, economic or industry conditions, theinterest rate environment or financial and capital markets, whichcould result in changes in demand for products or services or in thevalue of assets under management; (3) the relative and absoluteinvestment performance of BlackRock's advised or sponsored investmentproducts and separately managed accounts; (4) the impact of increasedcompetition; (5) the impact of capital improvement projects; (6) theimpact of future acquisitions or divestitures; (7) the unfavorableresolution of legal proceedings; (8) the extent and timing of anyshare repurchases; (9) the impact, extent and timing of technologicalchanges and the adequacy of intellectual property protection; (10) theimpact of legislative and regulatory actions and reforms andregulatory, supervisory or enforcement actions of government agenciesrelating to BlackRock or PNC; (11) terrorist activities andinternational hostilities, which may adversely affect the generaleconomy, financial and capital markets, specific industries, andBlackRock; (12) the ability to attract and retain highly talentedprofessionals; (13) fluctuations in foreign currency exchange rates,which may adversely affect the value of advisory fees earned byBlackRock; (14) the impact of changes to tax legislation and,generally, the tax position of the Company; and (15) the ability ofBlackRock to consummate the transaction with Merrill Lynch and realizethe benefits of such transaction.

BlackRock's Annual Reports on Form 10-K and BlackRock's subsequentreports filed with the SEC, accessible on the SEC's website athttp://www.sec.gov and on BlackRock's website athttp://www.blackrock.com, discuss these factors in more detail andidentify additional factors that can affect forward-lookingstatements. The information contained on our website is not a part ofthis press release.

About Merrill Lynch

Merrill Lynch is one of the world's leading wealth management,capital markets and advisory companies, with offices in 36 countriesand territories and total client assets of approximately $1.8trillion. As an investment bank, it is a leading global trader andunderwriter of securities and derivatives across a broad range ofasset classes and serves as a strategic advisor to corporations,governments, institutions and individuals worldwide. Through MerrillLynch Investment Managers, the company is one of the world's largestmanagers of financial assets. Firm wide, assets under management total$544 billion. For more information on Merrill Lynch, please visitwww.ml.com.

This press release may contain forward-looking statements,including, for example, statements about management expectations,strategic objectives, growth opportunities, business prospects andother similar matters. These forward-looking statements are notstatements of historical facts and represent only Merrill Lynch'sbeliefs regarding future performance, which is inherently uncertain.There are a variety of factors, many of which are beyond MerrillLynch's control, which affect the operations, performance, businessstrategy and results and could cause actual results and experience todiffer materially from the expectations and objectives expressed inany forward-looking statements. These factors include, but are notlimited to, financial market volatility; actions and initiatives takenby current and potential competitors; general economic conditions; theeffect of current, pending and future legislation, regulation, andregulatory actions; and the other additional factors described inMerrill Lynch's Annual Report on Form 10-K for the fiscal year endedDecember 31, 2004 and in its subsequent reports on Form 10-Q and Form8-K, which are available on the Merrill Lynch Investor Relationswebsite at www.ir.ml.com and at the SEC's website, www.sec.gov.
ADDITIONAL INFORMATION AND WHERE TO FIND IT

BlackRock intends to file with the Securities and ExchangeCommission a Registration Statement on Form S-4, which will contain aproxy statement/prospectus in connection with the proposedtransaction. The proxy statement/prospectus will be mailed to thestockholders of BlackRock. STOCKHOLDERS OF BLACKROCK ARE ADVISED TOREAD THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, BECAUSEIT WILL CONTAIN IMPORTANT INFORMATION. Such proxy statement/prospectus(when available) and other relevant documents may also be obtained,free of charge, on the Securities and Exchange Commission's website(http://www.sec.gov) or by contacting our Secretary, BlackRock, Inc.,40 East 52nd Street, New York, New York 10022.
PARTICIPANTS IN THE SOLICITATION

BlackRock and certain persons may be deemed to be participants inthe solicitation of proxies relating to the proposed transaction. Theparticipants in such solicitation may include BlackRock's executiveofficers and directors. Further information regarding persons who maybe deemed participants will be available in BlackRock's proxystatement/prospectus to be filed with the Securities and ExchangeCommission in connection with the transaction.