(e) Compensatory Arrangements of Certain Officers

On November 20, 2012, BlackRock, Inc. ("BlackRock") entered into a letter agreement (the "Agreement") with Susan L. Wagner, formerly Vice Chairman of BlackRock and currently a member of BlackRock's board of directors, pursuant to which BlackRock and Ms. Wagner agreed to certain terms of Ms. Wagner's previously announced retirement from employment with BlackRock, which was effective on June 30, 2012. In accordance with the Agreement, BlackRock will provide Ms. Wagner a lump-sum cash payment in respect of Ms. Wagner's performance in 2012, calculated as 50% of her bonus compensation received in 2011, adjusted for BlackRock's performance in the same manner as applied generally to BlackRock's Global Executive Committee members for 2012 bonus compensation. The Agreement also provides that year-end and partner equity awards previously granted to Ms. Wagner that had not yet vested at the time of Ms. Wagner's retirement will vest and be payable at the earlier of (i) the date such installment would have otherwise vested or (ii) July 1, 2013, subject to the terms and conditions of the applicable award agreements and plan documents. In addition, Ms. Wagner will have the continued right to exercise vested stock options previously awarded, subject to the terms and conditions of the applicable stock option award agreement.

The foregoing summary of the Agreement does not purport to be complete and is qualified by reference to the full text of the Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

(d) Exhibits

Exhibit Number   Description

     10.1        Letter Agreement, dated November 20, 2012, between Susan L. Wagner and
                 BlackRock, Inc.