POWER
OF ATTORNEY
Know all by these presents, that Sallie
L. Krawcheck (“Principal”) hereby constitutes and appoints each
of Daniel
R. Waltcher, Harris Oliner, J. Russell McGranahan and Edward Baer, or any
of them signing singly, and with full power of substitution, Principal’s
true
and lawful attorney-in-fact to:
(1) prepare,
execute in Principal’s name and on Principal’s behalf, and submit to
the U.S.
Securities and Exchange Commission (the “SEC”) a Form ID, including
amendments
thereto, and any other documents necessary or appropriate to obtain codes and
passwords enabling Principal to make electronic filings with the SEC of reports
required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or
regulation of the SEC;
(2) execute
for and on behalf of the undersigned, in Principal’s capacity as a
director of
BlackRock, Inc. (the “Company”), Forms 3, 4, and 5 in accordance
with Section
16(a) of the Securities Exchange Act of 1934 and the rules
thereunder;
(3) do
and perform any and all acts for and on behalf of Principal which may be
necessary or desirable to complete and execute any such Form 3, 4, or 5,
complete and execute any amendment or amendments thereto, and timely file such
form with the SEC and any stock exchange or similar authority; and
(4) take
any other action of any type whatsoever in connection with the foregoing which,
in the opinion of such attorney-in-fact, may be of benefit to, in the best
interest of, or legally required by, Principal, it being understood that the
documents executed by such attorney-in-fact on behalf of Principal pursuant to
this Power of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such attorney-in-fact’s
discretion.
Principal hereby grants to each such
attorney-in-fact full power and authority to do and perform any and every act
and thing whatsoever requisite, necessary, or proper to be done in the exercise
of any of the rights and powers herein granted, as fully to all intents and
purposes as Principal might or could do if personally present, with full power
of substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact’s substitute or substitutes,
shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. Principal acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of Principal, are
not assuming, nor is the Company assuming any of Principal’s
responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934.
CAUTION TO THE PRINCIPAL: Your Power of
Attorney is an important document. As the “principal,”
you give the
person whom you choose (your “agent”) authority to spend your money
and sell or
dispose of your property during your lifetime without telling you. You do not
lose your authority to act even though you have given your agent similar
authority.
When
your agent exercises this authority, he or she must act according to any
instructions you have provided or, where there are no specific instructions, in
your best interest. “Important Information
for the Agent” at the end of this document describes your agent’s
responsibilities. Your agent can act on your behalf only after signing the Power
of Attorney before a notary public. You can request information from your agent
at any time. If you are revoking a prior Power of Attorney by
executing this Power of Attorney, you should provide written notice of the
revocation to your prior agent(s) and to the financial institutions where your
accounts are located. You can revoke or terminate your Power of
Attorney at any time for any reason as long as you are of sound mind. If you are
no longer of sound mind, a court can remove an agent for acting improperly. Your
agent cannot make health care decisions for you. You may execute a “Health
Care
Proxy” to do this.
The law governing Powers of Attorney is
contained in the New York General Obligations Law, Article 5, Title 15. This law
is available at a law library, or online through the New York State Senate or
Assembly websites, www.senate.state.ny.us or www.assembly.state.ny.us.
If there is anything about this document that you do not understand, you should
ask a lawyer of your own choosing to explain it to you.
This Power of Attorney shall remain in
full force and effect until Principal is no longer required to file Forms 3, 4,
and 5 with respect to Principal’s holdings of and transactions in
securities
issued by the Company, unless earlier revoked by Principal in a signed writing
delivered to any of the foregoing attorneys-in-fact. This Power of
Attorney does not revoke or replace any other power of attorney that Principal
has previously granted.
IMPORTANT INFORMATION FOR THE
AGENT: When you accept the authority granted under this Power of
Attorney, a special legal relationship is created between you and the principal.
This relationship imposes on you legal responsibilities that continue until you
resign or the Power of Attorney is terminated or revoked. You
must:
(1)
act according to any instructions from the principal, or, where there are no
instructions, in the principal’s
best interest;
(2)
avoid conflicts that would impair your ability to act in the principal’s
best
interest;
(3)
keep the principal’s property separate and distinct from any assets you
own or
control, unless otherwise
permitted by law;
(4)
keep a record or all receipts, payments, and transactions conducted for the
principal; and
(5)
disclose your identity as an agent whenever you act for the principal by writing
or printing the principal’s name and signing your own name as
“agent” in either
of the following manner: (Principal’s
Name) by (Your Signature) as Agent, or (your signature) as Agent for
(Principal’s Name).
You may not use the principal’s assets
to benefit yourself or give major gifts to yourself or anyone else unless the
principal has specifically granted you that authority in this Power of Attorney
or in a Statutory Major Gifts Rider attached to this Power of Attorney. If you
have that authority, you must act according to any instructions of the principal
or, where there are no such instructions, in the principal’s best
interest. You
may resign by giving written notice to the principal and to any co-agent,
successor agent, monitor if one has been named in this
document,
or the principal’s guardian if one has been appointed. If there is
anything
about this document or your responsibilities that you do not
understand, you should seek legal advice.
Liability of agent: The
meaning of the authority given to you is defined in New York’s General
Obligations Law, Article 5, Title 15. If it is found that you have
violated the law or acted outside the authority granted to you in the Power of
Attorney, you may be liable under the law for your violation.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the undersigned
have caused this Power of Attorney to be executed as of the dates specified
below.
| By: |
/s/
Sallie Krawcheck |
|
| |
Sallie L.
Krawcheck |
|
| |
Date:
10/11/09 |
|
| State of New
York |
) |
|
| |
) |
ss.: |
| County
of New York |
) |
|
On
the 11th
day of October in the year 2009 before me, the undersigned, personally
appeared Sallie L.
Krawcheck, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument, the individual, or the
person upon behalf of which the individual acted, executed the
instrument.
| /s/
Suzanne
French |
|
|
| (Signature
and
office of individual taking acknowledgment.) |
|
SUZANNE
FRENCH
Notary Public, State of
New York
No.
01FR6069104
Qualified in New York
County
Commission Expires January
22, 2010
[Signature
Page to Power of Attorney]
| By: |
/s/ Daniel
Waltcher |
|
| |
Daniel R.
Waltcher |
|
| |
Date: October
15, 2009 |
|
|
State
of New York
|
)
|
|
|
|
)
|
ss.:
|
|
County
of New York
|
)
|
|
On
the 15th day of October in the year 2009 before me, the undersigned,
personally appeared Daniel R.
Waltcher, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument, the individual, or the
person upon behalf of which the individual acted, executed the
instrument.
| /s/ Stephen
M. Hart |
|
|
| (Signature
and
office of individual taking acknowledgment.) |
|
STEPHEN
M. HART
NOTARY
PUBLIC - State of New York
No.
01HA6166170
Qualified
in New York County
Commission
Expires 5/21/2011
[Signature
Page to Power of Attorney]
| By: |
/s/ Harris
Oliner |
|
| |
Harris
Oliner |
|
| |
Date: October
15, 2009 |
|
|
State
of New York
|
)
|
|
|
|
)
|
ss.:
|
|
County
of New York
|
)
|
|
On
the 15th day of October in the year 2009 before me, the undersigned, personally
appeared Harris Oliner,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his
signature on the instrument, the individual, or the person upon behalf of which
the individual acted, executed the instrument.
| /s/ Stephen
M. Hart |
|
|
| (Signature
and
office of individual taking acknowledgment.) |
|
STEPHEN
M. HART
NOTARY
PUBLIC - State of New York
No.
01HA6166170
Qualified
in New York County
Commission
Expires 5/21/2011
[Signature
Page to Power of Attorney]
| By: |
/s/ J. Russell
McGranahan |
|
| |
J. Russell
McGranahan |
|
| |
Date: October
15, 2009 |
|
|
State
of New York
|
)
|
|
|
|
)
|
ss.:
|
|
County
of New York
|
)
|
|
On
the 15th day of October in the year 2009 before me, the undersigned,
personally appeared J. Russell
McGranahan, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument, the individual, or the
person upon behalf of which the individual acted, executed the
instrument.
| /s/ Stephen
M. Hart |
|
|
| (Signature
and
office of individual taking acknowledgment.) |
|
STEPHEN
M. HART
NOTARY
PUBLIC - State of New York
No.
01HA6166170
Qualified
in New York County
Commission
Expires 5/21/2011
[Signature
Page to Power of Attorney]
| By: |
/s/ Edward
Baer |
|
| |
Edward
Baer |
|
| |
Date: October
15, 2009 |
|
|
State
of New York
|
)
|
|
|
|
)
|
ss.:
|
|
County
of New York
|
)
|
|
On
the 15th day of October in the year 2009 before me, the undersigned,
personally appeared Edward
Baer, personally known to me or proved to me on the basis of satisfactory
evidence to be the individual whose name is subscribed to the within instrument
and acknowledged to me that he executed the same in his capacity, and that by
his signature on the instrument, the individual, or the person upon behalf of
which the individual acted, executed the
instrument.
| /s/ Stephen
M. Hart |
|
|
| (Signature
and
office of individual taking acknowledgment.) |
|
STEPHEN
M. HART
NOTARY
PUBLIC - State of New York
No.
01HA6166170
Qualified
in New York County
Commission
Expires 5/21/2011
[Signature
Page to Power of Attorney]