Common use of GOVERNING LAW AND TIME Clause in Contracts

GOVERNING LAW AND TIME. This Agreement and the Pricing Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our Agreement, please sign and return to us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a single binding agreement between the Underwriter and the Fund and the Adviser in accordance with its terms. Very truly yours, MUNIHOLDINGS NEW JERSEY INSURED FUND II, INC. By: ----------------------------- Authorized Officer FUND ASSET MANAGEMENT, L.P. By: ----------------------------- Authorized Officer Confirmed and Accepted, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: ----------------------------- Authorized Signatory Exhibit A _________Shares MuniHoldings New Jersey Insured Fund II, Inc. (a Maryland corporation) Common Stock (Par Value $.10 Per Share) PRICING AGREEMENT ----------------- , 1998 XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Xxxxxxx Xxxxx World Headquarters Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Dear Sirs and Mesdames: Reference is made to the Purchase Agreement, dated , 1998 (the "Purchase Agreement"), relating to the purchase by Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (the "Underwriter") of the above shares of common stock, par value $.10 per share (the "Initial Shares"), of MuniHoldings New Jersey Insured Fund II, Inc. (the "Fund") and relating to the option granted to the Underwriter to purchase up to an additional __________ shares of common stock, par value $.10 per share, of the Fund to cover over-allotments in connection with the sale of the Initial Shares (the "Option Shares"). The Initial Shares and all or any part of the Option Shares collectively are referred to herein as the "Shares." Pursuant to Section 2 of the Purchase Agreement, the Fund agrees with the Underwriter as follows:

GOVERNING LAW AND TIME. This Agreement and the Pricing Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified Except as otherwise set forth herein, specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our Agreement, please sign and return to us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a single binding agreement between the Underwriter and the Fund and the Adviser in accordance with its terms. Very truly yours, MUNIHOLDINGS NEW JERSEY INSURED FUND IILEGG MASON, INC. By: ----------------------------- Authorized Officer FUND ASSET MANAGEMENT, L.P. By: ----------------------------- Authorized Officer Confirmed and Accepted, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: ----------------------------- Authorized Signatory Exhibit A _________Shares MuniHoldings New Jersey Insured Fund II, Inc. (a Maryland corporation) Common Stock (Par Value $.10 Per Share) PRICING AGREEMENT ----------------- , 1998 XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Xxxxxxx Xxxxx World Headquarters Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Dear Sirs and Mesdames: Reference is made to the Purchase Agreement, dated , 1998 (the "Purchase Agreement"), relating to the purchase by Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (the "Underwriter") of the above shares of common stock, par value $.10 per share (the "Initial Shares"), of MuniHoldings New Jersey Insured Fund II, Inc. (the "Fund") and relating to the option granted to the Underwriter to purchase up to an additional _________________ shares of common stockName: Title: Exhibit A LEGG MASON, par value $.10 per shareINC. (a Maryland corporation) ___% Debt Securities due _____ PRICING AGREEMENT ___________, ____ [Name and address of the Fund to cover over-allotments in connection with the sale Underwriter(s) or Representative(s) of the Initial Shares Underwriter(s), if any] Dear Sirs: Legg Mason, Inc., a Maryland corporation (the "Option SharesCompany"), proposes, subxxxx xx xxe terms and conditions stated herein and in the Underwriting Agreement, dated __________, ____ (the "Underwriting Agreement"), to issue and sell to [___________ (the "Underwriter(s)")] [the several Underwriters listed on Schedule I hereto, for whom ____________ is/are acting as representative(s) (the "Representative(s)")], the Securities specified herein (the "Securities"). The Initial Shares This agreement is the Pricing Agreement relating to the Securities referred to in the Underwriting Agreement. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and all or any shall be deemed to be a part of this Pricing Agreement to the Option Shares collectively same extent as if such provisions had been set forth in full herein. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The address of the Underwriter(s) referred to herein in Section 11 of the Underwriting Agreement is ______________________, Attention: ______________. An amendment to the Registration Statement, or the Prospectus Supplement, as the "Shares." case may be, relating to the Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and to sell to the Underwriters, and the Underwriters agree to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth herein, the aggregate principal amount of Securities indicated on Schedule I hereto. Pursuant to Section 2 of the Purchase Underwriting Agreement, the Fund Company agrees with the Underwriter Underwriters as follows: Title of Debt Securities: Whether Senior or Subordinated Debt Securities: Indenture (if other than as specified in the Underwriting Agreement): Principal amount to be issued: $ Current ratings: Interest rate: % payable on ____ and ___ of each year Date of maturity: Currency of denomination: Currency of payment: Form and denomination:

GOVERNING LAW AND TIME. This Agreement and the Pricing Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our Agreementagreement, please sign and return to us a counterpart the Seller and JDCC counterparts hereof, whereupon this instrument, along with all counterparts, will become a single binding agreement between among the Underwriter Underwriters, the Seller and the Fund and the Adviser JDCC in accordance with its terms. Very truly yours, MUNIHOLDINGS NEW JERSEY INSURED FUND IIJOHN DEERE RECEIVABLES, INC. By: ----------------------------- Authorized Officer FUND ASSET MANAGEMENT, L.P. --------------------------------- Name: Title: JOHN DEERE CAPITAL CORPORATION By: ----------------------------- Authorized Officer Confirmed and Accepted--------------------------------- Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH[NAME OF UNDERWRITERS\ By: XXX as Representative of the Several Underwriters By --------------------------- Name: Title: By --------------------------- Name: Title: [XXXX], PIERCE, XXXXXX FENNER & XXXXX INCORPORATED BySMITH INCORPORATED, as Representative of txx Xxxxxxx Xxxerwxxxxxs By --------------------------- Name: ----------------------------- Authorized Signatory Title: Exhibit A _________Shares MuniHoldings New Jersey Insured Fund IIJOHN DEERE OWNER TRUST 2XXX JOHN DEERE RECXXXXBLES, Inc. (a Maryland corporation) Common Stock (Par Value $.10 Per Share) INC. axx JOHN DEERE CAPITAL CORPORATION Class A-1 XXXX% Xxset Backed Notes Class A-2 XXXX% Asset Backed Notes Class A-3 XXXX% Asset Backed Notes Class A-4 XXXX% Asset Backed Notes PRICING AGREEMENT ----------------- XXXX, 1998 XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Xxxxxxx Xxxxx World Headquarters Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 2XXX [NAMES OF UNDERWRITERS] Dear Sirs and MesdamesSirs: Reference is made to the Purchase Underwriting Agreement, dated XXXX, 1998 2XXX (the "Purchase Underwriting Agreement"), ) relating to the purchase by Xxxxxxx Xxxxx & Co.[NAMES OF UNDERWRITERS], Xxxxxxx Lynchseverally and not jointly, Pierceof the above-referenced Class A-1, Xxxxxx & Xxxxx Incorporated Class A-2, Class A-3 and Class A-4 Notes (the "Underwriter") of the above shares of common stock, par value $.10 per share (the "Initial SharesUnderwritten Notes"), the provisions of MuniHoldings New Jersey Insured Fund II, Inc. (which are incorporated herein by reference. Capitalized terms used but not defined herein have the "Fund") and relating meanings given them in the Underwriting Agreement. Subject to the option granted to the Underwriter to purchase up to an additional __________ shares of common stock, par value $.10 per share, terms and conditions of the Fund to cover over-allotments in connection with the sale of the Initial Shares (the "Option Shares"). The Initial Shares and all or any part of the Option Shares collectively are referred to herein as the "Shares." Pursuant to Section 2 of the Purchase Underwriting Agreement, the Fund Seller agrees with the Underwriter as follows:Underwriters that the purchase price for the Underwritten Notes to be paid by the Underwriters shall be the percentage of the principal amount (which percentage is equal to XXX% less the underwriting discount in the case of the Class A-1 Notes, XXXX% less the underwriting discount in the case of the Class A-2 Notes, XXXX% less the underwriting discount in the case of the Class A-3 Notes and XXXX% less the underwriting discount in the case of the Class A-4 Notes) set forth below: ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- ============================================================================= ============================================================================= --------- --------- --------- ----------------------------------------------------------------------------- --------- ========= --------- ----------------------------------------------------------------------------- ========= ========= ========= ========= ============================================================================= ============================================================================= Percentage of Underwritten Principal Underwriting Notes Amount Discount Interest Rate ----------------------------------------------------------------------------- Class A-1 Notes ----------------------------------------------------------------------------- Class A-2 Notes ----------------------------------------------------------------------------- Class A-3 Notes ----------------------------------------------------------------------------- Class A-4 Notes ============================================================================= The Seller also agrees with the Underwriters that: The Trust is the John Deere Owner Trust 2XXX. The initial principal amount xx xhe Certificates will be $XXXX. The Owner Trustee will be U.S. Bank Trust National Association. The Indenture Trustee will be The Bank of New York. The Class A-1 final Payment Date shall be XXXX, 2XXX, the Class A-2 final Payment Date shall be XXXX, 2XXX, the Xxxxx X-0 final Payment Date shall be XXXX, 2XXX and xxx Xxxxx A-4 final Payment Date shall be XXXX, 2XXX.

GOVERNING LAW AND TIME. This Agreement agreement and the Pricing Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said Statestate. Specified specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our Agreement, please sign and return to us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a single binding agreement between the Underwriter and the Fund and the Adviser in accordance with its terms. Very truly yours, MUNIHOLDINGS NEW JERSEY YORK INSURED FUND II, INC. By: ----------------------------- ------------------------- Authorized Officer FUND ASSET MANAGEMENT, L.P. By: ----------------------------- ------------------------- Authorized Officer Confirmed and Accepted, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: ----------------------------- ____________________________________ Authorized Signatory Exhibit A _________Shares MuniHoldings New Jersey York Insured Fund II, Inc. (a Maryland corporation) Common Stock (Par Value $.10 Per Share) PRICING AGREEMENT ----------------- , 1998 XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Xxxxxxx Xxxxx World Headquarters Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Dear Sirs and Mesdames: Reference is made to the Purchase Agreement, dated , 1998 (the "Purchase Agreement"), relating to the purchase by Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (the "Underwriter") of the above shares of common stock, par value $.10 per share (the "Initial Shares"), of MuniHoldings New Jersey York Insured Fund II, Inc. (the "Fund") and relating to the option granted to the Underwriter to purchase up to an additional __________ shares of common stock, par value $.10 per share, of the Fund to cover over-allotments in connection with the sale of the Initial Shares (the "Option Shares"). The Initial Shares and all or any part of the Option Shares collectively are referred to herein as the "Shares." Pursuant to Section 2 of the Purchase Agreement, the Fund agrees with the Underwriter as follows:

GOVERNING LAW AND TIME. This Agreement and the Pricing Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our Agreementagreement, please sign and return to us a counterpart the Seller and JDCC counterparts hereof, whereupon this instrument, along with all counterparts, will become a single binding agreement between among the Underwriter Underwriters, the Seller and the Fund and the Adviser JDCC in accordance with its terms. Very truly yours, MUNIHOLDINGS NEW JERSEY INSURED FUND IIXXXX DEERE RECEIVABLES, INC. By: ----------------------------- Authorized Officer FUND ASSET MANAGEMENT, L.P. Name: Title: XXXX DEERE CAPITAL CORPORATION By: ----------------------------- Authorized Officer Confirmed and AcceptedName: Title: CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: ----------------------------- Authorized Signatory , as Representative of the Several Underwriters Exhibit A _________Shares MuniHoldings New Jersey Insured Fund IIXXXX DEERE OWNER TRUST 20XX XXXX DEERE RECEIVABLES, Inc. (a Maryland corporation) Common Stock (Par Value $.10 Per Share) INC. and XXXX DEERE CAPITAL CORPORATION Class A-1 [●]% Asset Backed Notes Class A-2 [●]% Asset Backed Notes Class A-3 [●]% Asset Backed Notes Class A-4 [●]% Asset Backed Notes [Class B [●]% Asset Backed Notes] PRICING AGREEMENT ----------------- , 1998 XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Xxxxxxx Xxxxx World Headquarters Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 20XX c/o as Representatives of the Several Underwriters Dear Sirs and MesdamesSirs: Reference is made to the Purchase Underwriting Agreement, dated , 1998 20XX (the "Purchase “Underwriting Agreement"), ”) relating to the purchase by Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (the "Underwriter") of the above shares of common stock, par value $.10 per share (the "Initial Shares"), of MuniHoldings New Jersey Insured Fund II, Inc. (the "Fund") and relating to the option granted to the Underwriter to purchase up to an additional __________ shares of common stock, par value $.10 per share, of the Fund above-referenced Class X-0, Xxxxx X-0, Class A-3[,/and] Class A-4 Notes[, and Class B Notes] (the “Underwritten Notes”), the provisions of which are incorporated herein by reference. Capitalized terms used but not defined herein have the meanings given them in the Underwriting Agreement. Subject to cover over-allotments in connection with the sale terms and conditions of the Initial Shares (the "Option Shares"). The Initial Shares and all or any part of the Option Shares collectively are referred to herein as the "Shares." Pursuant to Section 2 of the Purchase Underwriting Agreement, the Fund Seller agrees with the Underwriter as follows:Underwriters that the purchase price for the Underwritten Notes to be paid by the Underwriters shall be the percentage of the principal amount (which percentage is equal to 100.00000% less the underwriting discount in the case of the Class A-1 Notes, % less the underwriting discount in the case of the Class A-2 Notes, % less the underwriting discount in the case of the Class A-3 Notes[,/and] % less the underwriting discount in the case of the Class A-4 Notes [and % less the underwriting discount in the case of the Class B Notes]) set forth below: Underwriters Principal Amount of A-1 Notes Principal Amount of A-2 Notes Principal Amount of A-3 Notes Principal Amount of A-4 Notes [Principal Amount of B Notes] Underwritten Notes Percentage of Principal Amount Underwriting Discount Interest Rate Class A-1 Notes Class A-2 Notes Class A-3 Notes Class A-4 Notes [Class B Notes] The Seller also agrees with the Underwriters that: The Trust is the Xxxx Deere Owner Trust 20XX. The initial principal amount of the Certificates will be $ . The Owner Trustee will be . The Indenture Trustee will be U.S. Bank National Association. The Class A-1 final Payment Date shall be , 20XX, the Class A-2 final Payment Date shall be , 20XX, the Class A-3 final Payment Date shall be , 20XX[,/and] and the Class A-4 final Payment Date shall be , 20XX [and the Class B final Payment Date shall be , 20XX].

GOVERNING LAW AND TIME. This Agreement and the Pricing Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our Agreement, please sign and return to us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a single binding agreement between the Underwriter and the Fund and the Adviser in accordance with its terms. Very truly yours, MUNIHOLDINGS NEW JERSEY INSURED FUND IICALIFORNIA FUND, INC. By: ----------------------------- ___________________________ Authorized Officer FUND ASSET MANAGEMENT, L.P. By: ----------------------------- ___________________________ Authorized Officer Confirmed and Accepted, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: ----------------------------- Authorized Signatory Exhibit A __________________________ Authorized Officer Exhibit A Shares MuniHoldings New Jersey Insured Fund IICalifornia Fund, Inc. (a Maryland corporation) Common Stock (Par Value $.10 Per Share) PRICING AGREEMENT ----------------- , 1998 XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Xxxxxxx Xxxxx World Headquarters Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Dear Sirs and Mesdames: Reference is made to the Purchase Agreement, dated , 1998 (the "Purchase Agreement"), relating to the purchase by Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (the "Underwriter") of the above shares of common stock, par value $.10 per share (the "Initial Shares"), of MuniHoldings New Jersey Insured Fund IICalifornia Fund, Inc. (the "Fund") and relating to the option granted to the Underwriter to purchase up to an additional __________ shares of common stock, par value $.10 per share, of the Fund to cover over-allotments in connection with the sale of the Initial Shares (the "Option Shares"). The Initial Shares and all or any part of the Option Shares collectively are referred to herein as the "Shares." ". Pursuant to Section 2 of the Purchase Agreement, the Fund agrees with the Underwriter as follows:

GOVERNING LAW AND TIME. This Agreement and the Pricing Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our Agreementagreement, please sign and return to us a counterpart the Seller and JDCC counterparts hereof, whereupon this instrument, along with all counterparts, will become a single binding agreement between among the Underwriter Underwriters, the Seller and the Fund and the Adviser JDCC in accordance with its terms. Very truly yours, MUNIHOLDINGS NEW JERSEY INSURED FUND IIXXXX DEERE RECEIVABLES, INC. By: ----------------------------- Authorized Officer FUND ASSET MANAGEMENT, L.P. Name: Title: XXXX DEERE CAPITAL CORPORATION By: ----------------------------- Authorized Officer Confirmed and AcceptedName: Title: JDOT 20[ ] Underwriting Agreement CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED [ ] By: ----------------------------- Authorized Signatory [ ], as Representative of the Several Underwriters By: Name: Title: JDOT 20[ ] Underwriting Agreement Exhibit A _________Shares MuniHoldings New Jersey Insured Fund IIXXXX DEERE OWNER TRUST 20[ ] XXXX DEERE RECEIVABLES, Inc. (a Maryland corporation) Common Stock (Par Value $.10 Per Share) INC. and XXXX DEERE CAPITAL CORPORATION Class A-1 [•]% Asset Backed Notes [Class A-2B [•]% [LIBOR][•] plus [•]% Floating Rate Asset Backed Notes]] Class A-3 [•]% Asset Backed Notes Class A-4 [•]% Asset Backed Notes [Class B [•]% Asset Backed Notes] PRICING AGREEMENT ----------------- , 1998 XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Xxxxxxx Xxxxx World Headquarters Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Dear Sirs [ ] c/o [ ] as Representatives of the Several Underwriters Ladies and MesdamesGentlemen: Reference is made to the Purchase Underwriting Agreement, dated [ ], 1998 20[ ] (the "Purchase “Underwriting Agreement"), ”) relating to the purchase by Xxxxxxx Xxxxx & Co.[ ] of the above-referenced Class A-1, Xxxxxxx LynchClass A-2[A], Pierce[Class A-2B], Xxxxxx & Xxxxx Incorporated Class A-3[,/and] Class A-4 Notes [and Class B Notes] (the "Underwriter") “Underwritten Notes”), the provisions of which are incorporated herein by reference. Capitalized terms used but not defined herein have the meanings given to them in the Underwriting Agreement. Subject to the terms and conditions of the above shares of common stock, par value $.10 per share (the "Initial Shares"), of MuniHoldings New Jersey Insured Fund II, Inc. (the "Fund") and relating to the option granted to the Underwriter to purchase up to an additional __________ shares of common stock, par value $.10 per share, of the Fund to cover over-allotments in connection with the sale of the Initial Shares (the "Option Shares"). The Initial Shares and all or any part of the Option Shares collectively are referred to herein as the "Shares." Pursuant to Section 2 of the Purchase Underwriting Agreement, the Fund Seller agrees with the Underwriter as follows:Underwriters that the purchase price for the Underwritten Notes to be paid by the Underwriters shall be the percentage of the principal amount (which percentage is equal to [ ]% less the underwriting discount in the case of the Class A-1 Notes, [ ]% less the underwriting discount in the case of the Class A-2[A] Notes, [[ ]% less the underwriting discount in the case of the Class A-2B Notes], [ ]% less the underwriting discount in the case of the Class A-3 Notes[,/and] [ ]% less the underwriting discount in the case of the Class A-4 Notes [and [ ]% less the underwriting discount in the case of the Class B Notes]) set forth below: Underwriters Principal Amount of Class A-1 Notes Principal Amount of Class A-2[A] Notes [Principal Amount of Class A-2B] Notes] Principal Amount of Class A-3 Notes Principal Amount of Class A-4 Notes Principal Amount of Class B Notes [ ] $ [ ] $ [ ] $ [ ] $ [ ] $ [ ] Total: $ [ ] $ [ ] $ [ ] $ [ ] $ [ ] Underwritten Notes Percentage of Principal Amount Underwriting Discount Interest Rate Class A-1 Notes [ ]% [ ]% [ ]% Class A-2[A] Notes [ ]% [ ]% [ ]% [Class A-2B Notes] [ ]% [ ]% [ ]% Class A-3 Notes [ ]% [ ]% [ ]% Class A-4 Notes [ ]% [ ]% [ ]% Class B Notes [ ]% [ ]% [ ]% The Seller also agrees with the Underwriters that: The Trust is the Xxxx Deere Owner Trust 20[ ]. The initial amount of overcollateralization will be $[ ]. The Owner Trustee will be [ ]. The Indenture Trustee will be [ ]. The Class A-1 final Payment Date shall be [ ], 20[ ], the Class A-2[A] final Payment Date shall be [ ], 20[ ], [the Class A-2B final Payment Date shall be [ ], 20[ ]], the Class A-3 final Payment Date shall be [ ], 20[ ][,/and] the Class A-4 final Payment Date shall be [ ], 20[ ] [and the Class B final Payment Date shall be [ ], 20[ ]].

GOVERNING LAW AND TIME. This Agreement and the Pricing ---------------------- Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our Agreementagreement, please sign and return to us the Trust and the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a single binding agreement between the Underwriter Underwriters and the Fund Trust and the Adviser Company in accordance with its terms. Very truly yours, MUNIHOLDINGS NEW JERSEY INSURED FUND IITCI COMMUNICATIONS FINANCING __ By: ------------------------------ as Regular Trustee By: ------------------------------ as Regular Trustee TCI COMMUNICATIONS, INC. By: ----------------------------- Authorized Officer FUND ASSET MANAGEMENT, L.P. By: ----------------------------- Authorized Officer Confirmed and Accepted------------------------------ TCI CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED [Insert rep names] BY: [UNDERWRITER] By: ----------------------------- ___________________________________ Authorized Signatory Exhibit for themselves and as Representatives of other underwriters named in Schedule A hereto. EXHIBIT A _________Shares MuniHoldings New Jersey Insured Fund II____ Preferred Securities TCI COMMUNICATIONS FINANCING __ (a Delaware Business Trust) ____% Trust Preferred Securities (Liquidation Amount $25 per Preferred Security) guaranteed to a limited extent by TCI Communications, Inc. (a Maryland corporation) Common Stock (Par Value $.10 Per Share) PRICING AGREEMENT ----------------- _______________, 1998 XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Xxxxxxx Xxxxx World Headquarters Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 1996 [UNDERWRITER] Dear Sirs and MesdamesSirs: Reference is made to the Purchase Agreement, dated __________, 1998 ____ (the "Purchase Agreement"), relating to the purchase purchase, by Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated the Underwriters named in Schedule A thereto (the "Underwriter") of the above shares of common stock, par value $.10 per share (the "Initial SharesUnderwriters"), of MuniHoldings New Jersey Insured Fund II, Inc. the above-referenced ___% Trust Preferred Securities (the "FundPreferred Securities") and relating to the option granted to the Underwriter to purchase up to an additional __________ shares of common stock, par value $.10 per share), of the Fund to cover over-allotments in connection with TCI Communications Financing __, a business trust formed under the sale laws of the Initial Shares Delaware (the "Option SharesTrust"). The Initial Shares and all or any part of Capitalized terms in this Pricing Agreement that are not defined herein have the Option Shares collectively are referred to herein as meanings assigned in the "Shares." Purchase Agreement. Pursuant to Section 2 of the Purchase Agreement, each of the Fund agrees Trust and the Company agree with each of the Underwriter several Underwriters as follows:

GOVERNING LAW AND TIME. This Agreement and the Pricing Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our Agreementagreement, please sign and return to us a counterpart the Seller and JDCC counterparts hereof, whereupon this instrument, along with all counterparts, will become a single binding agreement between among the Underwriter Underwriters, the Seller and the Fund and the Adviser JDCC in accordance with its terms. Very truly yours, MUNIHOLDINGS NEW JERSEY INSURED FUND IIXXXX DEERE RECEIVABLES, INC. By: ----------------------------- Authorized Officer FUND ASSET MANAGEMENT, L.P. Name: Title: XXXX DEERE CAPITAL CORPORATION By: ----------------------------- Authorized Officer Confirmed and AcceptedName: Title: CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: ----------------------------- Authorized Signatory , as Representative of the Several Underwriters Exhibit A _________Shares MuniHoldings New Jersey Insured Fund IIXXXX DEERE OWNER TRUST 20XX XXXX DEERE RECEIVABLES, Inc. (a Maryland corporation) Common Stock (Par Value $.10 Per Share) INC. and XXXX DEERE CAPITAL CORPORATION Class A-1 [—]% Asset Backed Notes Class A-2 [—]% Asset Backed Notes Class A-3 [—]% Asset Backed Notes Class A-4 [—]% Asset Backed Notes [Class B [—]% Asset Backed Notes] PRICING AGREEMENT ----------------- , 1998 XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Xxxxxxx Xxxxx World Headquarters Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 20XX c/o as Representatives of the Several Underwriters Dear Sirs and MesdamesSirs: Reference is made to the Purchase Underwriting Agreement, dated , 1998 20XX (the "Purchase “Underwriting Agreement"), ”) relating to the purchase by Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (the "Underwriter") of the above shares of common stock, par value $.10 per share (the "Initial Shares"), of MuniHoldings New Jersey Insured Fund II, Inc. (the "Fund") and relating to the option granted to the Underwriter to purchase up to an additional __________ shares of common stock, par value $.10 per share, of the Fund above-referenced Class X-0, Xxxxx X-0, Class A-3[,/and] Class A-4 Notes[, and Class B Notes] (the “Underwritten Notes”), the provisions of which are incorporated herein by reference. Capitalized terms used but not defined herein have the meanings given them in the Underwriting Agreement. Subject to cover over-allotments in connection with the sale terms and conditions of the Initial Shares (the "Option Shares"). The Initial Shares and all or any part of the Option Shares collectively are referred to herein as the "Shares." Pursuant to Section 2 of the Purchase Underwriting Agreement, the Fund Seller agrees with the Underwriter as follows:Underwriters that the purchase price for the Underwritten Notes to be paid by the Underwriters shall be the percentage of the principal amount (which percentage is equal to 100.00000% less the underwriting discount in the case of the Class A-1 Notes, % less the underwriting discount in the case of the Class A-2 Notes, % less the underwriting discount in the case of the Class A-3 Notes[,/and] % less the underwriting discount in the case of the Class A-4 Notes [and % less the underwriting discount in the case of the Class B Notes]) set forth below: Underwriters Principal Amount of A-1 Notes Principal Amount of A-2 Notes Principal Amount of A-3 Notes Principal Amount of A-4 Notes [Principal Amount of B Notes] Underwritten Notes Percentage of Principal Amount Underwriting Discount Interest Rate Class A-1 Notes Class A-2 Notes Class A-3 Notes Class A-4 Notes [Class B Notes] The Seller also agrees with the Underwriters that: The Trust is the Xxxx Deere Owner Trust 20XX. The initial principal amount of the Certificates will be $ . The Owner Trustee will be . The Indenture Trustee will be U.S. Bank National Association. The Class A-1 final Payment Date shall be , 20XX, the Class A-2 final Payment Date shall be , 20XX, the Class A-3 final Payment Date shall be , 20XX[,/and] and the Class A-4 final Payment Date shall be , 20XX [and the Class B final Payment Date shall be , 20XX].

GOVERNING LAW AND TIME. This Agreement and the Pricing Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our Agreement, please sign and return to us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a single binding agreement between among the Underwriter and Underwriter, the Fund and the Adviser in accordance with its terms. Very truly yours, MUNIHOLDINGS MUNIYIELD NEW JERSEY YORK INSURED FUND IIFUND, INC. By: ----------------------------- -------------------------------------------- (Authorized Officer officer) FUND ASSET MANAGEMENT, L.P. INC. By: ----------------------------- -------------------------------------------- (Authorized Officer Officer) Confirmed and Accepted, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: ----------------------------- Authorized Signatory ---------------------------------- Vice President Investment Banking Group Exhibit A _________Shares MuniHoldings MuniYield New Jersey York Insured Fund IIFund, Inc. (a Maryland corporation) Common Stock (Par Value $.10 Per Share) PRICING AGREEMENT ----------------- February __, 1998 1992 XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Xxxxxxx Xxxxx World Headquarters Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 00000 Dear Sirs and MesdamesSirs: Reference is made to the Purchase Agreement, dated , 1998 February 1992 (the "Purchase Agreement"), relating to the purchase by Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Incorporated, (the "Underwriter") ), of the above shares of common stockCommon Stock, par value $.10 per share (the "Initial Shares"), of MuniHoldings MuniYield New Jersey York Insured Fund IIfund, Inc. (the "Fund") and relating to the option granted to the Underwriter to purchase up to an additional __________ shares of common stockCommon Stock, par value $.10 per share, of the Fund to cover over-allotments in connection with the sale of the Initial Shares (the "Option Shares"). The Initial Shares shares and all or any part of the Option Shares are collectively are herein referred to herein as the "Shares." ". Pursuant to Section 2 of the Purchase Agreement, Agreement the Fund agrees with the Underwriter as follows:

GOVERNING LAW AND TIME. This Agreement and the Pricing Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our Agreement, please sign and return to us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a single binding agreement between the Underwriter and the Fund and the Adviser in accordance with its terms. Very truly yours, MUNIHOLDINGS NEW JERSEY FLORIDA INSURED FUND II, INC. III By: ----------------------------- -------------------------------- Authorized Officer FUND ASSET MANAGEMENT, L.P. By: ----------------------------- -------------------------------- Authorized Officer Confirmed and Accepted, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: ----------------------------- ---------------------- Authorized Signatory Officer Exhibit A __________ Shares MuniHoldings New Jersey Florida Insured Fund II, Inc. III (a Maryland corporationMassachusetts business trust) Common Stock Shares (Par Value $.10 Per Share) PRICING AGREEMENT ----------------- June __, 1998 XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Xxxxxxx Xxxxx World Headquarters Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Dear Sirs and Mesdames: Reference is made to the Purchase Agreement, dated June __, 1998 (the "Purchase Agreement"), relating to the purchase by Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (the "Underwriter") of the above common shares of common stockbeneficial interest, par value $.10 per share (the "Initial Shares"), of MuniHoldings New Jersey Florida Insured Fund II, Inc. III (the "Fund") and relating to the option granted to the Underwriter to purchase up to an additional __________ common shares of common stockbeneficial interest, par value $.10 per share, of the Fund to cover over-allotments in connection with the sale of the Initial Shares (the "Option Shares"). The Initial Shares and all or any part of the Option Shares collectively are referred to herein as the "Shares." ". Pursuant to Section 2 of the Purchase Agreement, the Fund agrees with the Underwriter as follows:

GOVERNING LAW AND TIME. This Agreement and the Pricing Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our Agreement, please sign and return to us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a single binding agreement between the Underwriter and the Fund and the Adviser in accordance with its terms. Very truly yours, MUNIHOLDINGS NEW JERSEY FLORIDA INSURED FUND II, INC. By: ----------------------------- ___________________________ Authorized Officer FUND ASSET MANAGEMENT, L.P. By: ----------------------------- ___________________________ Authorized Officer Confirmed and Accepted, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: ----------------------------- Authorized Signatory Exhibit A __________________________ Authorized Officer Exhibit A 10,000,000 Shares ----------------- MuniHoldings New Jersey Florida Insured Fund II, Inc. (a Maryland corporationMassachusetts business trust) Common Stock Shares (Par Value $.10 Per Share) PRICING AGREEMENT ----------------- September 23, 1998 1997 XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Xxxxxxx Xxxxx World Headquarters Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Dear Sirs and Mesdames: Reference is made to the Purchase Agreement, dated September 23, 1998 1997 (the "Purchase Agreement"), relating to the purchase by Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (the "Underwriter") of the above common shares of common stockbeneficial interest, par value $.10 per share (the "Initial Shares"), of MuniHoldings New Jersey Florida Insured Fund II, Inc. (the "Fund") and relating to the option granted to the Underwriter to purchase up to an additional __________ 1,500,000 common shares of common stockbeneficial interest, par value $.10 per share, of the Fund to cover over-allotments in connection with the sale of the Initial Shares (the "Option Shares"). The Initial Shares and all or any part of the Option Shares collectively are referred to herein as the "Shares." ". Pursuant to Section 2 of the Purchase Agreement, the Fund agrees with the Underwriter as follows:

GOVERNING LAW AND TIME. This Agreement and the Pricing Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements agreement made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our Agreement, please sign and return to us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a single binding agreement between among the Underwriter and Underwriter, the Fund and the Adviser in accordance with its terms. Very truly yours, MUNIHOLDINGS NEW JERSEY INSURED FUND IIMUNIYIELD MICHIGAN FUND, INC. By: ----------------------------- /s/ X. X. Xxxxx Authorized Officer FUND ASSET MANAGEMENT, L.P. INC. By: ----------------------------- /s/ Xxxx X. Xxxxxxx Authorized Officer Confirmed and AcceptedCONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: ----------------------------- Authorized Signatory Exhibit Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated By: /s/ Xxxxxxx X. Xxxxx Vice President Investment Banking EXHIBIT A _________Shares MuniHoldings New Jersey Insured Fund II$50,000,000 MUNIYIELD MICHIGAN FUND, Inc. INC. (a Maryland corporation) Common Stock (Par Value AUCTION MARKET PREFERRED STOCK [AMPS® ] 1,100 Shares Liquidation Preference $.10 50,000 Per Share) Share PRICING AGREEMENT ----------------- April 6, 1998 1992 XXXXXXX XXXXX & CO. XXXXXXX LYNCHXxxxxxx Lynch, PIERCEPierce, XXXXXX Xxxxxx & XXXXX INCORPORATED Xxxxx Incorporated Xxxxxxx Xxxxx World Headquarters Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx XxxxWorld Financial Center North Tower New York, Xxx Xxxx 00000New York 10281-0000 1201 Dear Sirs and MesdamesSirs: Reference is made to the Purchase Agreement, dated April 3, 1998 1992 (the "“Purchase Agreement"”), relating to the purchase by Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, PierceXxxxxx, Xxxxxx & Xxxxx Incorporated (the "“Underwriter"”) of the above 1,100 shares of common stock, par value $.10 per share (the "Initial Shares"), of MuniHoldings New Jersey Insured Fund II, Inc. (the "Fund") and relating to the option granted to the Underwriter to purchase up to an additional __________ shares of common auction market preferred stock, par value $.10 per share, of the Fund liquidation preference $50,000 per share plus an amount equal to cover over-allotments in connection with the sale of the Initial Shares accumulated but unpaid dividends (whether or not earned or declared) (the "Option “Shares"”) of MuniYield Michigan Fund, Inc. (the “Fund”). The Initial Shares and all or any part of the Option Shares collectively are referred to herein as the "Shares." Pursuant to Section 2 of the Purchase Agreement, the Fund agrees with the Underwriter as follows:

GOVERNING LAW AND TIME. This Agreement and the Pricing Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our Agreement, please sign and return to us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a single binding agreement between the Underwriter and the Fund and the Adviser in accordance with its terms. Very truly yours, MUNIHOLDINGS NEW JERSEY INSURED DEBT STRATEGIES FUND II, INC. By: ----------------------------- ___________________________ Authorized Officer FUND ASSET MANAGEMENT, L.P. By: ----------------------------- ___________________________ Authorized Officer Confirmed and Accepted, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: ----------------------------- __________________________ Authorized Signatory Officer Exhibit A __________ Shares MuniHoldings New Jersey Insured Debt Strategies Fund II, Inc. (a Maryland corporation) Common Stock (Par Value $.10 Per Share) PRICING AGREEMENT ----------------- __________, 1998 XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Xxxxxxx Xxxxx World Headquarters Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Dear Sirs and Mesdames: Reference is made to the Purchase Agreement, dated __________, 1998 (the "Purchase Agreement"), relating to the purchase by Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (the "Underwriter") of the above shares of common stock, par value $.10 per share (the "Initial Shares"), of MuniHoldings New Jersey Insured Debt Strategies Fund II, Inc. (the "Fund") and relating to the option granted to the Underwriter to purchase up to an additional __________ shares of common stock, par value $.10 per share, of the Fund to cover over-allotments in connection with the sale of the Initial Shares (the "Option Shares"). The Initial Shares and all or any part of the Option Shares collectively are referred to herein as the "Shares." ". Pursuant to Section 2 of the Purchase Agreement, the Fund agrees with the Underwriter as follows:

GOVERNING LAW AND TIME. This Agreement and the Pricing Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified Except as otherwise set forth herein, specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our Agreement, please sign and return to us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a single binding agreement between the Underwriter and the Fund and the Adviser in accordance with its terms. Very truly yours, MUNIHOLDINGS NEW JERSEY INSURED FUND IIXXXX XXXXX, INC. By: ----------------------------- Authorized Officer FUND ASSET MANAGEMENTName: Title: SCHEDULE I [LIST OF BROKER-DEALERS] SCHEDULE II [LIST OF INVESTMENT ADVISERS] Exhibit A XXXX XXXXX, L.P. By: ----------------------------- Authorized Officer Confirmed INC. (a Maryland corporation) ___% Debt Securities due _____ PRICING AGREEMENT -----------, ---- [Name and Accepted, as address of the date first above writtenUnderwriter(s) or Representative(s) of the Underwriter(s), if any] Dear Sirs: XXXXXXX LYNCHXxxx Xxxxx, PIERCEInc., XXXXXX & XXXXX INCORPORATED By: ----------------------------- Authorized Signatory Exhibit A a Maryland corporation (the "Company"), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated _________Shares MuniHoldings New Jersey Insured Fund II_, Inc. (a Maryland corporation) Common Stock (Par Value $.10 Per Share) PRICING AGREEMENT ----------------- , 1998 XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Xxxxxxx Xxxxx World Headquarters Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Dear Sirs and Mesdames: Reference is made to the Purchase Agreement, dated , 1998 ____ (the "Purchase Underwriting Agreement"), relating to the purchase by Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (the "Underwriter") of the above shares of common stock, par value $.10 per share (the "Initial Shares"), of MuniHoldings New Jersey Insured Fund II, Inc. (the "Fund") issue and relating sell to the option granted to the Underwriter to purchase up to an additional [___________ shares of common stock, par value $.10 per share, of the Fund to cover over-allotments in connection with the sale of the Initial Shares (the "Option SharesUnderwriter(s)")] [the several Underwriters listed on Schedule I hereto, for whom ____________ is/are acting as representative(s) (the "Representative(s)")], the Securities specified herein (the "Securities"). The Initial Shares This agreement is the Pricing Agreement relating to the Securities referred to in the Underwriting Agreement. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and all or any shall be deemed to be a part of this Pricing Agreement to the Option Shares collectively same extent as if such provisions had been set forth in full herein. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The address of the Underwriter(s) referred to herein in Section 11 of the Underwriting Agreement is ______________________, Attention: ______________. An amendment to the Registration Statement, or the Prospectus Supplement, as the case may be, relating to the Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. [LIST OF "Shares." SIGNIFICANT SUBSIDIARIES NOT OWNED FREE AND CLEAR OF ENCUMBRANCES"] Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and to sell to the Underwriters, and the Underwriters agree to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth herein, the aggregate principal amount of Securities. Pursuant to Section 2 of the Purchase Underwriting Agreement, the Fund Company agrees with the Underwriter Underwriters as follows:

GOVERNING LAW AND TIME. This Agreement and the Pricing Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our Agreement, please sign and return to us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a single binding agreement between among the Underwriter and Underwriter, the Fund and the Adviser in accordance with its terms. Very truly yours, MUNIHOLDINGS NEW JERSEY INSURED FUND IIMUNIYIELD MICHIGAN FUND, INC. By: ----------------------------- /s/ K. X. Xxxxx (Authorized Officer Officer) FUND ASSET MANAGEMENT, L.P. INC. By: ----------------------------- /s/ Maxx X. Xxxxxxx (Authorized Officer Officer) Confirmed and Accepted, as of the date first above written: XXXXXXX LYNCHMEXXXXX XYNCH, PIERCE, XXXXXX FEXXXX & XXXXX SMXXX INCORPORATED By: ----------------------------- Authorized Signatory /s/ Anxx Xckerlez Vice President Investment Banking Group Exhibit A _________6,750,000 Shares MuniHoldings New Jersey Insured Fund IIMuniYield Michigan Fund, Inc. (a Maryland corporation) Common Stock (Par Value $.10 Per Share) PRICING AGREEMENT ----------------- February 21, 1998 XXXXXXX XXXXX 1992 MEXXXXX XYXXX & CO. XXXXXXX LYNCHMEXXXXX XYNCH, PIERCE, XXXXXX FEXXXX & XXXXX SMXXX INCORPORATED Xxxxxxx Mexxxxx Xyxxx Xorld Headquarters World Financial Center Noxxx Xxxxx World Headquarters Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 XX 00000‑0305 Dear Sirs and MesdamesSirs: Reference is made to the Purchase Agreement, dated February 21, 1998 1992 (the "Purchase Agreement"), relating to the purchase by Xxxxxxx Xxxxx Mexxxxx Xyxxx & Co., Xxxxxxx LynchMexxxxx Xynch, Pierce, Xxxxxx Fexxxx & Xxxxx Incorporated Smxxx Xncorporated, (the "Underwriter") ), of the above shares of common stockCommon Stock, par value $.10 per share (the "Initial Shares"), of MuniHoldings New Jersey Insured Fund IIMuniYield Michigan Fund, Inc. (the "Fund") and relating to the option granted to the Underwriter to purchase up to an additional __________ 1,012,500 shares of common stockCommon Stock, par value $.10 per share, of the Fund to cover over-allotments over‑allotments in connection with the sale of the Initial Shares (the "Option Shares"). The Initial Shares and all or any part of the Option Shares are collectively are herein referred to herein as the "Shares." ". Pursuant to Section 2 of the Purchase Agreement, the Fund agrees with the Underwriter as follows:

GOVERNING LAW AND TIME. This Agreement and the Pricing each Terms ---------------------- Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our Agreementagreement, please sign and return to us the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a single binding agreement between the Underwriter you and the Fund and the Adviser Company in accordance with its terms. Very truly yours, MUNIHOLDINGS NEW JERSEY INSURED FUND IIMOTOROLA, INC. By: ----------------------------- Authorized Officer FUND ASSET MANAGEMENT, L.P. By: ----------------------------- Authorized Officer Confirmed and Accepted, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: ----------------------------- Authorized Signatory Exhibit A By _________Shares MuniHoldings New Jersey Insured Fund II, Inc. (a Maryland corporation) Common Stock (Par Value $.10 Per Share) PRICING AGREEMENT ----------------- , 1998 XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Xxxxxxx Xxxxx World Headquarters Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Dear Sirs and Mesdames: Reference is made to the Purchase Agreement, dated , 1998 (the "Purchase Agreement"), relating to the purchase by Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (the "Underwriter") of the above shares of common stock, par value $.10 per share (the "Initial Shares"), of MuniHoldings New Jersey Insured Fund II, Inc. (the "Fund") and relating to the option granted to the Underwriter to purchase up to an additional _____________________ shares of common stockTitle: _________________________ CONFIRMED AND ACCEPTED, par value $.10 per share, as of the Fund to cover over-allotments in connection with the sale of the Initial Shares date first above written: By: By ______________________________ Title: Exhibit A-1 MOTOROLA, INC. Debt Securities TERMS AGREEMENT --------------- _____________, ____ To: Motorola, Inc. 0000 Xxxx Xxxxxxxxx Xxxx Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Treasurer Dear Sirs: We understand that Motorola, Inc., a Delaware corporation (the "Option SharesCompany"), proposes to issue and sell $___________ aggregate principal amount of its Debt Securities. Subject to the terms and conditions set forth herein or incorporated by reference herein, the underwriter(s) named below (the "Underwriter(s)") hereby offer(s) to purchase such Offered Securities. The Initial Shares Offered Securities to be purchased by the Underwriter(s), which are to be issued under an Indenture dated as of ___________, ____ between the Company and all or any part ________________________________, as Trustee, shall have the following terms: Title: Rank/Subordination: Date of the Option Shares collectively are referred to herein as the "Shares." Pursuant to Section 2 of the Maturity: Interest Rate: Interest Payment Dates: Date From Which Interest Accrues: Public Offering Price: Purchase Agreement, the Fund agrees with the Underwriter as followsPrice:

GOVERNING LAW AND TIME. This Section 15. The Headings Section 16. Counterparts SCHEDULES Schedule A Underwriters Schedule B Company Schedule C List of Significant Subsidiaries Schedule D Pricing Information Schedule E List of Directors and Executive Officers EXHIBITS Exhibit A Form of Opinion of Counsel for the Company Exhibit B Form of Lockup Agreement for Directors and the Pricing Executive Officers Exhibit C Form of Lockup Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our Agreementfor SOFTBANK America, please sign and return to us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a single binding agreement between the Underwriter and the Fund and the Adviser in accordance with its terms. Very truly yours, MUNIHOLDINGS NEW JERSEY INSURED FUND IIInc UTSTARCOM, INC. By: ----------------------------- Authorized Officer FUND ASSET MANAGEMENT, L.P. By: ----------------------------- Authorized Officer Confirmed and Accepted, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: ----------------------------- Authorized Signatory Exhibit A _________Shares MuniHoldings New Jersey Insured Fund II, Inc. (a Maryland Delaware corporation) Shares of Common Stock (Par Value $.10 .00125 Per Share) PRICING UNDERWRITING AGREEMENT ----------------- BANC OF AMERICA SECURITIES LLC 000 Xxxxxxxxxx Xxxxxx San Francisco, 1998 XXXXXXX XXXXX & CO. XXXXXXX LYNCHCalifornia 94111 As Representative of the several Underwriters Ladies and Gentlemen: UTStarcom, PIERCEInc., XXXXXX & XXXXX INCORPORATED Xxxxxxx Xxxxx World Headquarters Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxxa Delaware corporation (the “Company”), Xxx Xxxx 00000-0000 Dear Sirs confirms its agreement with Banc of America Securities LLC and Mesdames: Reference each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Banc of America Securities LLC is made acting as representative (in such capacity, the “Representative”), with respect to the Purchase Agreement, dated , 1998 (i) issuance and sale by the "Purchase Agreement"), relating to Company and the purchase by Xxxxxxx Xxxxx & Co.the Underwriters, Xxxxxxx Lynchacting severally and not jointly, Pierce, Xxxxxx & Xxxxx Incorporated (the "Underwriter") of the above shares of common stockCommon Stock, par value $.10 per share (the "Initial Shares"), of MuniHoldings New Jersey Insured Fund II, Inc. (the "Fund") and relating to the option granted to the Underwriter to purchase up to an additional __________ shares of common stock, par value $.10 .00125 per share, of the Fund Company (“Common Stock”) and (ii) the grant by the Company to the Underwriters of the option described in Section 2(b) hereof to purchase, acting severally and not jointly, all or any part of additional shares of Common Stock to cover over-allotments in connection with the sale allotments, if any. The aforesaid shares of the Initial Shares Common Stock (the "Option Shares"). The “Initial Shares Securities”) to be purchased by the Underwriters and all or any part of the shares of Common Stock subject to the option described in Section 2(b) hereof (the “Option Shares collectively Securities”) are referred hereinafter called, collectively, the “Securities.” The Company understands that the Underwriters propose to herein make a public offering of the Securities as soon as the "Shares." Pursuant to Section 2 Representative deems advisable after this Agreement has been executed and delivered. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-107723) covering the registration of the Purchase Securities under the Securities Act of 1933, as amended (the “1933 Act”), including a prospectus relating to the Common Stock (the “Basic Prospectus”). Promptly after execution and delivery of this Agreement, the Fund agrees Company will prepare and file a prospectus supplement in accordance with the Underwriter provisions of paragraph (b) of Rule 424 of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”). Such registration statement, including the exhibits thereto, schedules thereto, if any, and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, as follows:amended as of the date of this Agreement, and, in the event any post-effective amendment thereto becomes effective prior to the Closing Time (as defined in Section 2(c) hereof), is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations is herein referred to as the “Rule 462(b) Registration Statement,” and after such filing the term “Registration Statement” shall include the Rule 462(b) Registration Statement.

GOVERNING LAW AND TIME. This Agreement and the Pricing Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our Agreement, please sign and return to us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a single binding agreement between the Underwriter and the Fund and the Adviser in accordance with its terms. Very truly yours, MUNIHOLDINGS NEW JERSEY INSURED CORPORATE HIGH YIELD FUND IIIII, INC. By: ----------------------------- --------------------------- Authorized Officer FUND ASSET MANAGEMENT, L.P. By: ----------------------------- --------------------------- Authorized Officer Confirmed and Accepted, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: ----------------------------- ----------------------- Authorized Signatory Officer Exhibit A __________ Shares MuniHoldings New Jersey Insured Corporate High Yield Fund IIIII, Inc. (a Maryland corporation) Common Stock (Par Value $.10 Per Share) PRICING AGREEMENT ----------------- January 27, 1998 XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Xxxxxxx Xxxxx World Headquarters Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Dear Sirs and Mesdames: Reference is made to the Purchase Agreement, dated January 27, 1998 (the "Purchase Agreement"), relating to the purchase by Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (the "Underwriter") of the above shares of common stock, par value $.10 per share (the "Initial Shares"), of MuniHoldings New Jersey Insured Corporate High Yield Fund IIIII, Inc. (the "Fund") and relating to the option granted to the Underwriter to purchase up to an additional __________ shares of common stock, par value $.10 per share, of the Fund to cover over-allotments in connection with the sale of the Initial Shares (the "Option Shares"). The Initial Shares and all or any part of the Option Shares collectively are referred to herein as the "Shares." ". Pursuant to Section 2 of the Purchase Agreement, the Fund agrees with the Underwriter as follows:

GOVERNING LAW AND TIME. This Agreement and the Pricing Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our Agreement, please sign and return to us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a single binding agreement between the Underwriter and the Fund and the Adviser in accordance with its terms. Very truly yours, MUNIHOLDINGS NEW JERSEY CALIFORNIA INSURED FUND IIFUND, INC. By: ----------------------------- ___________________________ Authorized Officer FUND ASSET MANAGEMENT, L.P. By: ----------------------------- ___________________________ Authorized Officer Confirmed and Accepted, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: ----------------------------- __________________________ Authorized Signatory Officer Exhibit A __________ Shares MuniHoldings New Jersey California Insured Fund IIFund, Inc. (a Maryland corporation) Common Stock (Par Value $.10 Per Share) PRICING AGREEMENT ----------------- , 1998 1997 XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Xxxxxxx Xxxxx World Headquarters Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Dear Sirs and Mesdames: Reference is made to the Purchase Agreement, dated , 1998 1997 (the "Purchase Agreement"), relating to the purchase by Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (the "Underwriter") of the above shares of common stock, par value $.10 per share (the "Initial Shares"), of MuniHoldings New Jersey California Insured Fund IIFund, Inc. (the "Fund") and relating to the option granted to the Underwriter to purchase up to an additional __________ shares of common stock, par value $.10 per share, of the Fund to cover over-over- allotments in connection with the sale of the Initial Shares (the "Option Shares"). The Initial Shares and all or any part of the Option Shares collectively are referred to herein as the "Shares." ". Pursuant to Section 2 of the Purchase Agreement, the Fund agrees with the Underwriter as follows:

GOVERNING LAW AND TIME. This Agreement and the Pricing Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our Agreement, please sign and return to us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a single binding agreement between the Underwriter and the Fund and the Adviser in accordance with its terms. Very truly yours, MUNIHOLDINGS NEW JERSEY INSURED FUND IIFUND, INC. By: ----------------------------- ___________________________ Authorized Officer FUND ASSET MANAGEMENT, L.P. By: ----------------------------- ___________________________ Authorized Officer Confirmed and Accepted, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: ----------------------------- __________________________ Authorized Signatory Officer Exhibit A __________ Shares MuniHoldings New Jersey Insured Fund IIFund, Inc. (a Maryland corporation) Common Stock (Par Value $.10 Per Share) PRICING AGREEMENT ----------------- , 1998 1997 XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Xxxxxxx Xxxxx World Headquarters Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Dear Sirs and Mesdames: Reference is made to the Purchase Agreement, dated , 1998 1997 (the "Purchase Agreement"), relating to the purchase by Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (the "Underwriter") of the above shares of common stock, par value $.10 per share (the "Initial Shares"), of MuniHoldings New Jersey Insured Fund IIFund, Inc. (the "Fund") and relating to the option granted to the Underwriter to purchase up to an additional __________ shares of common stock, par value $.10 per share, of the Fund to cover over-allotments in connection with the sale of the Initial Shares (the "Option Shares"). The Initial Shares and all or any part of the Option Shares collectively are referred to herein as the "Shares." ". Pursuant to Section 2 of the Purchase Agreement, the Fund agrees with the Underwriter as follows:

GOVERNING LAW AND TIME. This Agreement and the Pricing Terms Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our Agreementagreement, please sign and return to us the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a single binding agreement between among the Underwriter Underwriters and the Fund and the Adviser Company in accordance with its terms. Very truly yours, MUNIHOLDINGS NEW JERSEY INSURED FUND II, INC. CARRAMERICA REALTY CORPORATION By: ----------------------------- Authorized /s/ XXXXX X. XXXXXX ---------------------- Name: Xxxxx X. Xxxxxx Title: Chief Financial Officer FUND ASSET MANAGEMENT, L.P. By: ----------------------------- Authorized Officer Confirmed and AcceptedCONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCHXXXXXXX, PIERCE, XXXXXX & XXXXX INCORPORATED By: ----------------------------- Authorized Signatory Exhibit A _________Shares MuniHoldings New Jersey Insured Fund II, Inc. (a Maryland corporation) Common Stock (Par Value $.10 Per Share) PRICING AGREEMENT ----------------- , 1998 XXXXXXX XXXXX & CO. XXXXXXX LYNCH/s/ XXXXXXX, PIERCESACHS & CO. ------------------------ (Xxxxxxx, XXXXXX & XXXXX INCORPORATED Xxxxxxx Xxxxx World Headquarters Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Dear Sirs and Mesdames: Reference is made to the Purchase Agreement, dated , 1998 (the "Purchase Agreement"), relating to the purchase by Xxxxxxx Xxxxx & Co.) CARRAMERICA REALTY CORPORATION (a Maryland Corporation) 3,000,000 Shares of Common Stock TERMS AGREEMENT Dated: April 2, Xxxxxxx Lynch1998 To: CarrAmerica Realty Corporation 0000 Xxxxxxxxxxxx Xxxxxx, PierceX.X. Xxxxxxxxxx, Xxxxxx & Xxxxx Incorporated X.X. 00000 Attention: Chairman of the Board of Directors Ladies and Gentlemen: We (the "Underwriter") of understand that CarrAmerica Realty Corporation, a Maryland corporation (the above "Company"), proposes to issue and sell 3,000,000 shares of common stock, par value $.10 per share stock ("Common Stock")(such Common Stock being hereinafter referred to as the "Initial Shares"), of MuniHoldings New Jersey Insured Fund II, Inc. (the "Fund") and relating to the option granted to the Underwriter to purchase up to an additional __________ shares of common stock, par value $.10 per share, of the Fund to cover over-allotments in connection with the sale of the Initial Shares (the "Option SharesUnderwritten Securities"). Subject to the terms and conditions set forth or incorporated by reference herein, the Underwriter offers to purchase the Initial Underwritten Securities (as defined in the Underwriting Agreement referred to below), and the Option Securities (as defined in the Underwriting Agreement referred to below) to the extent any are purchased, at the purchase price set forth below. The Initial Underwritten Securities shall have the following terms: Title of Securities: Common Stock Number of Shares: 3,000,000 Public offering price per share: $29.375 Purchase price per share: $28.425 Number of Option Securities: 450,000 Underwriter: Xxxxxxx, Sachs & Co. Payment: Federal or similar same day funds Closing time, date and location: April 8, 1998, 9:30 a.m. (EST), Xxxxx & Xxxxxxx L.L.P., Columbia Square, 000 Xxxxxxxxxx Xxxxxx, X.X., Xxxxxxxxxx, XX 00000-0000 All the provisions contained in the document entitled "CarrAmerica Realty Corporation -- Common Stock, Preferred Stock, Common Stock Warrants, Depositary Shares and all or any Debt Securities Underwriting Agreement" to which this Terms Agreement is attached are hereby incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the Option Shares collectively same extent as if such provisions had been set forth in full herein. Terms defined in such document are referred to used herein as therein defined. Please accept this offer by signing a copy of this Terms Agreement in the "Shares." Pursuant space set forth below and returning the signed copy to Section 2 of the Purchase Agreementus. Very truly yours, the Fund agrees with the Underwriter as follows:XXXXXXX, SACHS & CO. /s/ XXXXXXX, XXXXX & CO. ------------------------ (Xxxxxxx, Sachs & Co.) Accepted: CARRAMERICA REALTY CORPORATION By: /s/ XXXXX X. XXXXXX ------------------------------ Name: Xxxxx X. Xxxxxx Title: Chief Financial Officer

GOVERNING LAW AND TIME. This Section 15. The Headings Section 16. Counterparts SCHEDULES Schedule A Underwriters Schedule B Company Schedule C List of Significant Subsidiaries Schedule D Pricing Information Schedule E List of Directors and Executive Officers EXHIBITS Exhibit A Form of Opinion of Counsel for the Company Exhibit B Form of Lockup Agreement for Directors and the Pricing Executive Officers Exhibit C Form of Lockup Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our Agreementfor SOFTBANK America, please sign and return to us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a single binding agreement between the Underwriter and the Fund and the Adviser in accordance with its terms. Very truly yours, MUNIHOLDINGS NEW JERSEY INSURED FUND IIInc UTSTARCOM, INC. By: ----------------------------- Authorized Officer FUND ASSET MANAGEMENT, L.P. By: ----------------------------- Authorized Officer Confirmed and Accepted, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: ----------------------------- Authorized Signatory Exhibit A _________Shares MuniHoldings New Jersey Insured Fund II, Inc. (a Maryland Delaware corporation) 12,100,000 Shares of Common Stock (Par Value $.10 .00125 Per Share) PRICING UNDERWRITING AGREEMENT ----------------- BANC OF AMERICA SECURITIES LLC January 8, 1998 XXXXXXX XXXXX & CO. XXXXXXX LYNCH2004 000 Xxxxxxxxxx Xxxxxx San Francisco, PIERCECalifornia 94111 As Representative of the several Underwriters Ladies and Gentlemen: UTStarcom, XXXXXX & XXXXX INCORPORATED Xxxxxxx Xxxxx World Headquarters Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx XxxxInc., Xxx Xxxx 00000-0000 Dear Sirs a Delaware corporation (the “Company”), confirms its agreement with Banc of America Securities LLC and Mesdames: Reference each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Banc of America Securities LLC is made acting as representative (in such capacity, the “Representative”), with respect to the Purchase Agreement, dated , 1998 (i) issuance and sale by the "Purchase Agreement"), relating to Company and the purchase by Xxxxxxx Xxxxx & Co.the Underwriters, Xxxxxxx Lynchacting severally and not jointly, Pierce, Xxxxxx & Xxxxx Incorporated (the "Underwriter") of the above 12,100,000 shares of common stockCommon Stock, par value $.10 per share (the "Initial Shares"), of MuniHoldings New Jersey Insured Fund II, Inc. (the "Fund") and relating to the option granted to the Underwriter to purchase up to an additional __________ shares of common stock, par value $.10 .00125 per share, of the Fund Company (“Common Stock”) and (ii) the grant by the Company to the Underwriters of the option described in Section 2(b) hereof to purchase, acting severally and not jointly, all or any part of 1,815,000 additional shares of Common Stock to cover over-allotments in connection with the sale allotments, if any. The aforesaid 12,100,000 shares of the Initial Shares Common Stock (the "Option Shares"). The “Initial Shares Securities”) to be purchased by the Underwriters and all or any part of the 1,815,000 shares of Common Stock subject to the option described in Section 2(b) hereof (the “Option Shares collectively Securities”) are referred hereinafter called, collectively, the “Securities.” The Company understands that the Underwriters propose to herein make a public offering of the Securities as soon as the "Shares." Pursuant to Section 2 Representative deems advisable after this Agreement has been executed and delivered. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-107723) covering the registration of the Purchase Securities under the Securities Act of 1933, as amended (the “1933 Act”), including a prospectus relating to the Common Stock (the “Basic Prospectus”). Promptly after execution and delivery of this Agreement, the Fund agrees Company will prepare and file a prospectus supplement in accordance with the Underwriter provisions of paragraph (b) of Rule 424 of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”). Such registration statement, including the exhibits thereto, schedules thereto, if any, and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, as follows:amended as of the date of this Agreement, and, in the event any post-effective amendment thereto becomes effective prior to the Closing Time (as defined in Section 2(c) hereof), is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations is herein referred to as the “Rule 462(b) Registration Statement,” and after such filing the term “Registration Statement” shall include the Rule 462(b) Registration Statement.

GOVERNING LAW AND TIME. This Agreement and the Pricing Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our Agreement, please sign and return to us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a single binding agreement between the Underwriter and the Fund and the Adviser in accordance with its terms. Very truly yours, MUNIHOLDINGS NEW JERSEY INSURED FUND IIFUND, INC. By: ----------------------------- ___________________________ Authorized Officer FUND ASSET MANAGEMENT, L.P. By: ----------------------------- ___________________________ Authorized Officer Confirmed and Accepted, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: ----------------------------- Authorized Signatory Exhibit A __________________________ Authorized Officer Exhibit A Shares MuniHoldings New Jersey Insured Fund IIFund, Inc. (a Maryland corporation) Common Stock (Par Value $.10 Per Share) PRICING AGREEMENT ----------------- , 1998 XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Xxxxxxx Xxxxx World Headquarters Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Dear Sirs and Mesdames: Reference is made to the Purchase Agreement, dated , 1998 (the "Purchase Agreement"), relating to the purchase by Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (the "Underwriter") of the above shares of common stock, par value $.10 per share (the "Initial Shares"), of MuniHoldings New Jersey Insured Fund IIFund, Inc. (the "Fund") and relating to the option granted to the Underwriter to purchase up to an additional __________ shares of common stock, par value $.10 per share, of the Fund to cover over-over- allotments in connection with the sale of the Initial Shares (the "Option Shares"). The Initial Shares and all or any part of the Option Shares collectively are referred to herein as the "Shares." ". Pursuant to Section 2 of the Purchase Agreement, the Fund agrees with the Underwriter as follows:

GOVERNING LAW AND TIME. This Agreement and the Pricing Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our Agreement, please sign and return to us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a single binding agreement between the Underwriter and the Fund and the Adviser in accordance with its terms. Very truly yours, MUNIHOLDINGS NEW JERSEY INSURED FUND IIYORK FUND, INC. By: ----------------------------- ___________________________ Authorized Officer FUND ASSET MANAGEMENT, L.P. By: ----------------------------- ___________________________ Authorized Officer Confirmed and Accepted, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: ----------------------------- Authorized Signatory Exhibit A __________________________ Authorized Officer Exhibit A Shares MuniHoldings New Jersey Insured Fund IIYork Fund, Inc. (a Maryland corporation) Common Stock (Par Value $.10 Per Share) PRICING AGREEMENT ----------------- , 1998 XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Xxxxxxx Xxxxx World Headquarters Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Dear Sirs and Mesdames: Reference is made to the Purchase Agreement, dated , 1998 (the "Purchase Agreement"), relating to the purchase by Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (the "Underwriter") of the above shares of common stock, par value $.10 per share (the "Initial Shares"), of MuniHoldings New Jersey Insured Fund IIYork Fund, Inc. (the "Fund") and relating to the option granted to the Underwriter to purchase up to an additional __________ shares of common stock, par value $.10 per share, of the Fund to cover over-allotments in connection with the sale of the Initial Shares (the "Option Shares"). The Initial Shares and all or any part of the Option Shares collectively are referred to herein as the "Shares." ". Pursuant to Section 2 of the Purchase Agreement, the Fund agrees with the Underwriter as follows:

GOVERNING LAW AND TIME. This Agreement and the Pricing Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our Agreement, please sign and return to us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a single binding agreement between the Underwriter and the Fund and the Adviser in accordance with its terms. Very truly yours, MUNIHOLDINGS NEW JERSEY CALIFORNIA INSURED FUND IIIII, INC. By: ----------------------------- ------------------------------- Authorized Officer FUND ASSET MANAGEMENT, L.P. By: ----------------------------- ------------------------------- Authorized Officer Confirmed and Accepted, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: ----------------------------- ------------------------------- Authorized Signatory Exhibit A _________Shares MuniHoldings New Jersey California Insured Fund IIIII, Inc. (a Maryland corporation) Common Stock (Par Value $.10 Per Share) PRICING AGREEMENT ----------------- , 1998 XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Xxxxxxx Xxxxx World Headquarters Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Dear Sirs and Mesdames: Reference is made to the Purchase Agreement, dated , 1998 (the "Purchase Agreement"), relating to the purchase by Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (the "Underwriter") of the above shares of common stock, par value $.10 per share (the "Initial Shares"), of MuniHoldings New Jersey California Insured Fund IIIII, Inc. (the "Fund") and relating to the option granted to the Underwriter to purchase up to an additional __________ shares of common stock, par value $.10 per share, of the Fund to cover over-allotments in connection with the sale of the Initial Shares (the "Option Shares"). The Initial Shares and all or any part of the Option Shares collectively are referred to herein as the "Shares." Pursuant to Section 2 of the Purchase Agreement, the Fund agrees with the Underwriter as follows:

GOVERNING LAW AND TIME. This Agreement and the Pricing Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our Agreement, please sign and return to us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a single binding agreement between the Underwriter and the Fund and the Adviser in accordance with its terms. Very truly yours, MUNIHOLDINGS NEW JERSEY YORK INSURED FUND IIFUND, INC. By: ----------------------------- ___________________________ Authorized Officer FUND ASSET MANAGEMENT, L.P. By: ----------------------------- ___________________________ Authorized Officer Confirmed and Accepted, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: ----------------------------- Authorized Signatory Exhibit A __________________________ Authorized Officer Exhibit A Shares -------- MuniHoldings New Jersey York Insured Fund IIFund, Inc. (a Maryland corporation) Common Stock (Par Value $.10 Per Share) PRICING AGREEMENT ----------------- , 1998 1997 XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Xxxxxxx Xxxxx World Headquarters Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Dear Sirs and Mesdames: Reference is made to the Purchase Agreement, dated , 1998 1997 (the "Purchase Agreement"), relating to the purchase by Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (the "Underwriter") of the above shares of common stock, par value $.10 per share (the "Initial Shares"), of MuniHoldings New Jersey York Insured Fund IIFund, Inc. (the "Fund") and relating to the option granted to the Underwriter to purchase up to an additional __________ shares of common stock, par value $.10 per share, of the Fund to cover over-allotments in connection with the sale of the Initial Shares (the "Option Shares"). The Initial Shares and all or any part of the Option Shares collectively are referred to herein as the "Shares." ". Pursuant to Section 2 of the Purchase Agreement, the Fund agrees with the Underwriter as follows:

GOVERNING LAW AND TIME. This Agreement and the Pricing Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our Agreement, please sign and return to us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a single binding agreement between among the Underwriter and Underwriter, the Fund and the Adviser in accordance with its terms. Very truly yours, MUNIHOLDINGS NEW JERSEY INSURED FUND IICORPORATE HIGH YIELD FUND, INC. By: ----------------------------- :____________________________ Authorized Officer FUND ASSET MANAGEMENT, L.P. INC. By: ----------------------------- ___________________________ Authorized Officer Confirmed and Accepted, as of the date Date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: ----------------------------- Authorized Signatory Exhibit A :________________________________ Authorized Officer Exhibit A 18,950,000 Shares MuniHoldings New Jersey Insured Fund IICorporate High Yield Fund, Inc. (a Maryland corporation) Common Stock (Par Value $.10 Per Share) PRICING AGREEMENT ----------------- June 18, 1998 1993 XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Xxxxxxx Xxxxx World Headquarters Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx XX 00000-0000 Dear Sirs and MesdamesSirs: Reference is made to the Purchase Agreement, dated June 18, 1998 1993 (the "Purchase Agreement"), relating to the purchase by Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (the "Underwriter") ), of the above shares of common stock, par value $.10 per share (the "Initial Shares"), of MuniHoldings New Jersey Insured Fund IICorporate High Yield Fund, Inc. (the "Fund") and relating to the option granted to the Underwriter to purchase up to an additional __________ 800,000 shares of common stock, par value $.10 per share, of the Fund to cover over-allotments in connection with the sale of the Initial Shares (the "Option Shares"). The Initial Shares and all or any part of the Option Shares collectively are referred to herein as the "Shares." ". Pursuant to Section 2 of the Purchase Agreement, the Fund agrees with the Underwriter as follows:

GOVERNING LAW AND TIME. This Agreement and the Pricing Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our Agreement, please sign and return to us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a single binding agreement between the Underwriter and the Fund and the Adviser in accordance with its terms. Very truly yours, MUNIHOLDINGS NEW JERSEY INSURED FUND IIFUND, INC. By: ----------------------------- ___________________________ Authorized Officer FUND ASSET MANAGEMENT, L.P. By: ----------------------------- ___________________________ Authorized Officer Confirmed and Accepted, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: ----------------------------- __________________________ Authorized Signatory Officer Exhibit A __________ Shares MuniHoldings New Jersey Insured Fund IIFund, Inc. (a Maryland corporation) Common Stock (Par Value $.10 Per Share) PRICING AGREEMENT ----------------- , 1998 XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Xxxxxxx Xxxxx World Headquarters Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Dear Sirs and Mesdames: Reference is made to the Purchase Agreement, dated , 1998 (the "Purchase Agreement"), relating to the purchase by Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (the "Underwriter") of the above shares of common stock, par value $.10 per share (the "Initial Shares"), of MuniHoldings New Jersey Insured Fund IIFund, Inc. (the "Fund") and relating to the option granted to the Underwriter to purchase up to an additional __________ shares of common stock, par value $.10 per share, of the Fund to cover over-allotments in connection with the sale of the Initial Shares (the "Option Shares"). The Initial Shares and all or any part of the Option Shares collectively are referred to herein as the "Shares." ". Pursuant to Section 2 of the Purchase Agreement, the Fund agrees with the Underwriter as follows:

GOVERNING LAW AND TIME. This Agreement and the Pricing Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified Except as otherwise set forth herein, specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our Agreement, please sign and return to us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a single binding agreement between the Underwriter and the Fund and the Adviser in accordance with its terms. Very truly yours, MUNIHOLDINGS NEW JERSEY INSURED FUND IILEGG MASON, INC. By: ----------------------------- Authorized Officer FUND ASSET MANAGEMENT------------------------------------- Name: Title: Exhibit A LEGG MASON, L.P. By: ----------------------------- Authorized Officer Confirmed INC. (a Maryland corporation) ___% Debt Securities due _____ PRICING AGREEMENT -----------, ---- [Name and Accepted, as address of the date first above writtenUnderwriter(s) or Representative(s) of the Underwriter(s), if any] Dear Sirs: XXXXXXX LYNCHLegg Mason, PIERCEInc., XXXXXX & XXXXX INCORPORATED By: ----------------------------- Authorized Signatory Exhibit A a Maryland corporation (the "Company"), proposes, xxxxexx xx the terms and conditions stated herein and in the Underwriting Agreement, dated _________Shares MuniHoldings New Jersey Insured Fund II_, Inc. (a Maryland corporation) Common Stock (Par Value $.10 Per Share) PRICING AGREEMENT ----------------- , 1998 XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Xxxxxxx Xxxxx World Headquarters Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Dear Sirs and Mesdames: Reference is made to the Purchase Agreement, dated , 1998 ____ (the "Purchase Underwriting Agreement"), relating to the purchase by Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (the "Underwriter") of the above shares of common stock, par value $.10 per share (the "Initial Shares"), of MuniHoldings New Jersey Insured Fund II, Inc. (the "Fund") issue and relating sell to the option granted to the Underwriter to purchase up to an additional [___________ shares of common stock, par value $.10 per share, of the Fund to cover over-allotments in connection with the sale of the Initial Shares (the "Option SharesUnderwriter(s)")] [the several Underwriters listed on Schedule I hereto, for whom ____________ is/are acting as representative(s) (the "Representative(s)")], the Securities specified herein (the "Securities"). The Initial Shares This agreement is the Pricing Agreement relating to the Securities referred to in the Underwriting Agreement. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and all or any shall be deemed to be a part of this Pricing Agreement to the Option Shares collectively same extent as if such provisions had been set forth in full herein. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The address of the Underwriter(s) referred to herein in Section 11 of the Underwriting Agreement is ______________________, Attention: ______________. An amendment to the Registration Statement, or the Prospectus Supplement, as the "Shares." case may be, relating to the Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and to sell to the Underwriters, and the Underwriters agree to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth herein, the aggregate principal amount of Securities indicated on Schedule I hereto. Pursuant to Section 2 of the Purchase Underwriting Agreement, the Fund Company agrees with the Underwriter Underwriters as follows: Title of Debt Securities: Whether Senior or Subordinated Debt Securities: Indenture (if other than as specified in the Underwriting Agreement): Principal amount to be issued: $ Current ratings: Interest rate: % payable on ____ and ___ of each year Date of maturity: Currency of denomination: Currency of payment: Form and denomination:

GOVERNING LAW AND TIME. This Agreement and the Pricing Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our Agreement, please sign and return to us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a single binding agreement between among the Underwriter and Underwriter, the Fund and the Adviser in accordance with its terms. Very truly yours, MUNIHOLDINGS NEW JERSEY MUNIYIELD CALIFORNIA INSURED FUND II, INC. By: ----------------------------- -------------------------------------- Authorized Officer FUND ASSET MANAGEMENT, L.P. [Investment Adviser] By: ----------------------------- ------------------------------------- Authorized Officer Confirmed and AcceptedCONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: ----------------------------- Authorized Signatory By: ------------------------------- Exhibit A _________Shares MuniHoldings New Jersey MuniYield California Insured Fund II, Inc. (a Maryland corporation) Common Stock (Par Value $.10 Per Share) PRICING AGREEMENT ----------------- , 1998 XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Xxxxxxx Xxxxx World Headquarters Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Dear Sirs and MesdamesSirs: Reference is made to the Purchase Agreement, dated , 1998 (the "Purchase Agreement"), relating to the purchase by Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated ,(the "Underwriter") ), of the above shares of common stockCommon Stock, par value $.10 per share (the "Initial Shares"), of MuniHoldings New Jersey MuniYield California Insured Fund II, Inc. (the "Fund") and relating to the option granted to the Underwriter to purchase up to an additional __________ shares of common stockCommon Stock, par value $.10 per share, of the Fund to cover over-allotments in connection with the sale of the Initial Shares (the "Option Shares"). The Initial Shares and all or any part of the Option Shares are collectively are herein referred to herein as the "Shares." ". Pursuant to Section 2 of the Purchase Agreement, the Fund agrees with the Underwriter as follows:

GOVERNING LAW AND TIME. This Agreement and the Pricing Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified Except as otherwise set forth herein, specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our Agreementagreement, please sign and an return to us the Trust a counterpart hereof, whereupon this instrument, along with all counterparts, will become a single binding agreement between the Underwriter Underwriters and the Fund Trust and the Adviser Company in accordance with its terms. Very truly yours, MUNIHOLDINGS NEW JERSEY INSURED FUND II, INCNORAM ENERGY CORP. By________________________________ Title: ----------------------------- Authorized Officer FUND ASSET MANAGEMENT, L.P. NORAM FINANCING { } By_________________________________ Title: ----------------------------- Authorized Officer Confirmed and AcceptedTrustee By________________________________ Title: Trustee CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED [REPRESENTATIVE] By: ----------------------------- ______________________________ Authorized Signatory Exhibit For itself and as Representative of the other Underwriters named in Schedule A hereto. SCHEDULE A Number of Name of Underwriter Securities Total . . . . . . . . . . . . . . . . . . . . __________ EXHIBIT A _________Shares MuniHoldings New Jersey Insured Fund II, Inc. ______ Preferred Securities NORAM FINANCING { } (a Maryland corporationDelaware business trust) Common Stock ____% Trust Originated Preferred Securities (Par Value Liquidation Amount of $.10 50 Per ShareSecurity) PRICING AGREEMENT ----------------- [UNDERWRITER] _____________, 1998 XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Xxxxxxx Xxxxx World Headquarters Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 199_ [ADDRESS] Dear Sirs and MesdamesSirs: Reference is made to the Purchase Underwriting Agreement, dated ____________, 1998 199_ (the "Purchase Underwriting Agreement"), relating to the purchase by Xxxxxxx Xxxxx & Co.the several Underwriters named in Schedule A thereto, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (the "Underwriter") of the above shares of common stock, par value $.10 per share (the "Initial Shares"), of MuniHoldings New Jersey Insured Fund II, Inc. (the "Fund") and relating to the option granted to the Underwriter to purchase up to an additional for whom ___________________________________ shares of common stock, par value $.10 per shareis acting as representative (the "Representative"), of the Fund to cover over-allotments in connection with the sale of the Initial Shares above ___% Trust Originated Preferred Securities (the "Option SharesPreferred Securities"), of NORAM FINANCING { }, a Delaware business trust (the "Trust"). The Initial Shares and all or any part of the Option Shares collectively are referred to herein as the "Shares." Pursuant to Section 2 of the Purchase Underwriting Agreement, the Fund agrees Trust and NorAm Energy Corp., a Delaware corporation (the "Company"), agree with the each Underwriter as follows:

GOVERNING LAW AND TIME. This Agreement and the Pricing Terms Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our Agreementagreement, please sign and return to us the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a single binding agreement between among the Underwriter Underwriters and the Fund and the Adviser Company in accordance with its terms. Very truly yours, MUNIHOLDINGS NEW JERSEY INSURED FUND II, INC. CARRAMERICA REALTY CORPORATION By: ----------------------------- Authorized /s/ Xxxxx X. Xxxxxx --------------------------- Name: Xxxxx X. Xxxxxx Title: Chief Financial Officer FUND ASSET MANAGEMENT, L.P. By: ----------------------------- Authorized Officer Confirmed and AcceptedCONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: ----------------------------- /s/ Xxxx X. Xxxxx --------------------------- Name: Xxxx X. Xxxxx Title: Authorized Signatory Exhibit A CARRAMERICA REALTY CORPORATION (a Maryland Corporation) [Number and Title of Securities] TERMS AGREEMENT Dated: [________], 199[_Shares MuniHoldings New Jersey Insured Fund II_] To: CarrAmerica Realty Corporation 0000 Xxxxxxxxxxxx Xxxxxx, Inc. (a Maryland corporation) Common Stock (Par Value $.10 Per Share) PRICING AGREEMENT ----------------- X.X. Xxxxxxxxxx, 1998 XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Xxxxxxx Xxxxx World Headquarters Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Dear Sirs X.X. 00000 Attention: Chairman of the Board of Directors Ladies and MesdamesGentlemen: Reference is made to the Purchase Agreement, dated , 1998 We (the "Purchase AgreementRepresentatives") understand that CarrAmerica Realty Corporation, a Maryland corporation (the "Company"), relating proposes to the purchase by Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (the "Underwriter") of the above shares of common stock, par value $.10 per share (the "Initial Shares"), of MuniHoldings New Jersey Insured Fund II, Inc. (the "Fund") issue and relating to the option granted to the Underwriter to purchase up to an additional sell [__________ of its] [shares of common stock, par value $.10 per share, of the Fund to cover over-allotments in connection with the sale of the Initial Shares stock (the "Option SharesCommon Stock")] [shares of preferred stock (the "Preferred Stock")] [_________ aggregate principal amount of its unsecured debt securities (the "Debt Securities")] (such [Common Stock], [Preferred Stock] and [Debt Securities] being collectively hereinafter referred to as the "Underwritten Securities"). The Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the "Underwriters") offer to purchase, severally and not jointly, the respective numbers of Initial Shares and all or any part of Underwritten Securities (as defined in the Option Shares collectively are Underwriting Agreement referred to herein below) set forth below opposite their respective names, and a proportionate share of Option Securities (as defined in the "Underwriting Agreement referred to below) to the extent any are purchased, at the purchase price set forth below. Underwriter [Number of Shares." Pursuant to Section 2 of ] [Principal Amount] Of Initial Underwritten Securities The Underwritten Securities shall have the Purchase Agreement, the Fund agrees with the Underwriter as follows:following terms: [Common Stock] [Preferred Stock]

GOVERNING LAW AND TIME. This Agreement and the Pricing ---------------------- Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our Agreement, please sign and return to us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a single binding agreement between the Underwriter and the Fund and the Adviser in accordance with its terms. Very truly yours, MUNIHOLDINGS NEW JERSEY INSURED FUND IIDEBT STRATEGIES FUND, INC. By: ----------------------------- ___________________________ Authorized Officer FUND ASSET MANAGEMENT, L.P. L.P.2 By: ----------------------------- ___________________________ Authorized Officer Confirmed and Accepted, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: ----------------------------- __________________________ Authorized Signatory Officer Exhibit A __________ Shares MuniHoldings New Jersey Insured Fund IIDebt Strategies Fund, Inc. (a Maryland corporation) Common Stock (Par Value $.10 Per Share) PRICING AGREEMENT ----------------- June ___, 1998 1997 XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Xxxxxxx Xxxxx World Headquarters Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Dear Sirs and Mesdames: Reference is made to the Purchase Agreement, dated June ___, 1998 1997 (the "Purchase Agreement"), relating to the purchase by Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (the "Underwriter") of the above shares of common stock, par value $.10 per share (the "Initial Shares"), of MuniHoldings New Jersey Insured Fund IIDebt Strategies Fund, Inc. (the "Fund") and relating to the option granted to the Underwriter to purchase up to an additional __________ shares of common stock, par value $.10 per share, of the Fund to cover over-allotments in connection with the sale of the Initial Shares (the "Option Shares"). The Initial Shares and all or any part of the Option Shares collectively are referred to herein as the "Shares." ". Pursuant to Section 2 of the Purchase Agreement, the Fund agrees with the Underwriter as follows:

GOVERNING LAW AND TIME. This Agreement and the Pricing Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our Agreementagreement, please sign and return to us a counterpart the Seller and JDCC counterparts hereof, whereupon this instrument, along with all counterparts, will become a single binding agreement between among the Underwriter Underwriters, the Seller and the Fund and the Adviser JDCC in accordance with its terms. Very truly yours, MUNIHOLDINGS NEW JERSEY INSURED FUND II, INC. XXXX DEERE RECEIVABLES LLC By: ----------------------------- Authorized Officer FUND ASSET MANAGEMENT, L.P. Name: Title: XXXX DEERE CAPITAL CORPORATION By: ----------------------------- Authorized Officer Confirmed and AcceptedName: Title: JDOT 20[__] Underwriting Agreement CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED [ ] By: ----------------------------- Authorized Signatory [ ], as Representative of the Several Underwriters By: Name: Title: JDOT 20[__] Underwriting Agreement Exhibit A _________Shares MuniHoldings New Jersey Insured Fund II, Inc. (a Maryland corporation) Common Stock (Par Value $.10 Per Share) XXXX DEERE OWNER TRUST 20[ ] XXXX DEERE RECEIVABLES LLC and XXXX DEERE CAPITAL CORPORATION Class A-1 [●]% Asset Backed Notes Class A-2[A] [●]% Asset Backed Notes [Class A-2B [●]% [LIBOR][●] plus [●]% Floating Rate Asset Backed Notes]] Class A-3 [●]% Asset Backed Notes Class A-4 [●]% Asset Backed Notes [Class B [●]% Asset Backed Notes] PRICING AGREEMENT ----------------- [ ], 1998 XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Xxxxxxx Xxxxx World Headquarters Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Dear Sirs 20[ ] [ ] c/o [ ] as Representatives of the Several Underwriters Ladies and MesdamesGentlemen: Reference is made to the Purchase Underwriting Agreement, dated [ ], 1998 20[ ] (the "Purchase “Underwriting Agreement"), ”) relating to the purchase by Xxxxxxx Xxxxx & Co.[ ] of the above-referenced Class A-1, Xxxxxxx LynchClass A-2[A], Pierce[Class A-2B], Xxxxxx & Xxxxx Incorporated Class A-3[,/and] Class A-4 Notes [and Class B Notes] (the "Underwriter") “Underwritten Notes”), the provisions of which are incorporated herein by reference. Capitalized terms used but not defined herein have the meanings given to them in the Underwriting Agreement. Subject to the terms and conditions of the above shares of common stock, par value $.10 per share (the "Initial Shares"), of MuniHoldings New Jersey Insured Fund II, Inc. (the "Fund") and relating to the option granted to the Underwriter to purchase up to an additional __________ shares of common stock, par value $.10 per share, of the Fund to cover over-allotments in connection with the sale of the Initial Shares (the "Option Shares"). The Initial Shares and all or any part of the Option Shares collectively are referred to herein as the "Shares." Pursuant to Section 2 of the Purchase Underwriting Agreement, the Fund Seller agrees with the Underwriter as follows:Underwriters that the purchase price for the Underwritten Notes to be paid by the Underwriters shall be the percentage of the principal amount (which percentage is equal to [ ]% less the underwriting discount in the case of the Class A-1 Notes, [ ]% less the underwriting discount in the case of the Class A-2[A] Notes, [[ ]% less the underwriting discount in the case of the Class A-2B Notes], [ ]% less the underwriting discount in the case of the Class A-3 Notes[,/and] [ ]% less the underwriting discount in the case of the Class A-4 Notes [and [ ]% less the underwriting discount in the case of the Class B Notes]) set forth below: Underwriters Principal Amount of Class A-1 Notes Principal Amount of Class A-2[A] Notes [Principal Amount of Class A-2B]Notes] Principal Amount of Class A-3 Notes Principal Amount of Class A-4 Notes Principal Amount of Class B Notes [ ] $ [ ] $ [ ] $ [ ] $ [ ] $ [ ] Total: $ [ ] $ [ ] $ [ ] $ [ ] $ [ ] Underwritten Notes Percentage of Principal Amount Underwriting Discount Interest Rate Class A-1 Notes [ ]% [ ]% [ ]% Class A-2[A] Notes [ ]% [ ]% [ ]% [Class A-2B Notes] [ ]% [ ]% [ ]% Class A-3 Notes [ ]% [ ]% [ ]% Class A-4 Notes [ ]% [ ]% [ ]% Class B Notes [ ]% [ ]% [ ]% The Seller also agrees with the Underwriters that: The Trust is the Xxxx Deere Owner Trust 20[ ]. The initial amount of overcollateralization will be $[ ]. The Owner Trustee will be [ ]. The Indenture Trustee will be [ ]. The Class A-1 final Payment Date shall be [ ], 20[ ], the Class A-2[A] final Payment Date shall be [ ], 20[ ], [the Class A-2B final Payment Date shall be [ ], 20[ ]], the Class A-3 final Payment Date shall be [ ], 20[ ][,/and] the Class A-4 final Payment Date shall be [ ], 20[ ] [and the Class B final Payment Date shall be [ ], 20[ ]].

GOVERNING LAW AND TIME. This Agreement and the Pricing Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our Agreementagreement, please sign and return to us a counterpart the Seller and JDCC counterparts hereof, whereupon this instrument, along with all counterparts, will become a single binding agreement between among the Underwriter Underwriters, the Seller and the Fund and the Adviser JDCC in accordance with its terms. Very truly yours, MUNIHOLDINGS NEW JERSEY INSURED FUND IIJXXX DEERE RECEIVABLES, INC. By: ----------------------------- Authorized Officer FUND ASSET MANAGEMENT, L.P. Name: Title: JXXX DEERE CAPITAL CORPORATION By: ----------------------------- Authorized Officer Confirmed and AcceptedName: Title: CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: ----------------------------- Authorized Signatory Exhibit A _________Shares MuniHoldings New Jersey Insured Fund II, Inc. (a Maryland corporation) Common Stock (Par Value $.10 Per Share) PRICING AGREEMENT ----------------- , 1998 XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Xxxxxxx Xxxxx World Headquarters Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Dear Sirs and Mesdames: Reference is made to the Purchase Agreement, dated , 1998 (the "Purchase Agreement"), relating to the purchase by Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (the "Underwriter") of the above shares of common stock, par value $.10 per share (the "Initial Shares"), of MuniHoldings New Jersey Insured Fund II, Inc. (the "Fund") and relating to the option granted to the Underwriter to purchase up to an additional __________ shares of common stock, par value $.10 per share, By: ____________ as Representative of the Fund to cover over-allotments in connection with the sale Several Underwriters By: _____________________________ Name: Title: Exhibit A JXXX DEERE OWNER TRUST 20XX JXXX DEERE RECEIVABLES, INC. and JXXX DEERE CAPITAL CORPORATION Class A-1 [●]% Asset Backed Notes Class A-2 [●]% Asset Backed Notes Class A-3 [●]% Asset Backed Notes Class A-4 [●]% Asset Backed Notes [Class B [●]% Asset Backed Notes] PRICING AGREEMENT ______ __, 20XX c/o _______ as Representatives of the Initial Shares Several Underwriters Dear Sirs: Reference is made to the Underwriting Agreement, dated ______ __, 20XX (the "Option Shares"“Underwriting Agreement”) relating to the purchase by ______ referenced Class A-0, Xxxxx X-0, Xxxxx X-0[,/ and] Class A-4 Notes[, and Class B Notes] (the “Underwritten Notes”), the provisions of which are incorporated herein by reference. The Initial Shares Capitalized terms used but not defined herein have the meanings given them in the Underwriting Agreement. Subject to the terms and all or any part conditions of the Option Shares collectively are referred to herein as the "Shares." Pursuant to Section 2 of the Purchase Underwriting Agreement, the Fund Seller agrees with the Underwriter as follows:Underwriters that the purchase price for the Underwritten Notes to be paid by the Underwriters shall be the percentage of the principal amount (which percentage is equal to 100.00000% less the underwriting discount in the case of the Class A-1 Notes, ______% less the underwriting discount in the case of the Class A-2 Notes, ______% less the underwriting discount in the case of the Class A-3 Notes[,/ and] ______% less the underwriting discount in the case of the Class A-4 Notes [and ______% less the underwriting discount in the case of the Class B Notes]) set forth below: Underwriters Principal Amount of A-1 Notes Principal Amount of A-2 Notes Principal Amount of A-3 Notes Principal Amount of A-4 Notes [Principal Amount of B Notes] Underwritten Notes Percentage of Principal Amount Underwriting Discount Interest Rate Class A-1 Notes Class A-2 Notes Class A-3 Notes Class A-4 Notes [Class B Notes] The Seller also agrees with the Underwriters that: The Trust is the Jxxx Deere Owner Trust 20XX. The initial principal amount of the Certificates will be $______. The Owner Trustee will be ______. The Indenture Trustee will be U.S. Bank National Association. The Class A-1 final Payment Date shall be ______ __, 20XX, the Class A-2 final Payment Date shall be ______ __, 20XX, the Class A-3 final Payment Date shall be ______ __, 20XX[,/ and] the Class A-4 final Payment Date shall be ______ __, 20XX [and the Class B final Payment Date shall be ______ __, 20XX].