Western Asset Municipal Defined Opportunity Trust Inc. Sample Contracts

SUBADVISORY AGREEMENT
Subadvisory Agreement • February 19th, 2009 • Western Asset Municipal Defined Opportunity Trust Inc. • New York

This SUBADVISORY AGREEMENT (“Agreement”) is made this day of , 2009, by and between Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”), and Western Asset Management Company, a California corporation (the “Subadviser”).

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MANAGEMENT AGREEMENT Legg Mason Partners Fund Advisor, LLC
Management Agreement • February 19th, 2009 • Western Asset Municipal Defined Opportunity Trust Inc. • New York

This MANAGEMENT AGREEMENT (“Agreement”) is made this day of , 2009, by and between Western Asset Municipal Defined Opportunity Trust Inc. (the “Fund”) and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”).

CUSTODIAN SERVICES AGREEMENT
Custodian Services Agreement • March 18th, 2009 • Western Asset Municipal Defined Opportunity Trust Inc.

THIS AGREEMENT is made as of January 1, 2007 by and among each management investment company registered under the 1940 Act (as defined below) identified on Exhibit A hereto (each a “Fund” and collectively the “Funds”) on behalf of each of its series or portfolios identified on Exhibit A (each a “Portfolio” and collectively the “Portfolios”) (together with each other Fund and Portfolio thereof made subject to this Agreement in accordance with Section 13(c) below, and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”).

WACHOVIA CAPITAL MARKETS, LLC MASTER SELECTED DEALERS AGREEMENT
Master Selected Dealers Agreement • February 24th, 2009 • Western Asset Municipal Defined Opportunity Trust Inc. • New York
WACHOVIA CAPITAL MARKETS, LLC MASTER AGREEMENT AMONG UNDERWRITERS Registered SEC Offerings (Including Multiple Syndicate Offerings), Exempt Offerings and Standby Underwritings
Master Agreement • February 24th, 2009 • Western Asset Municipal Defined Opportunity Trust Inc. • New York

From time to time Wachovia Capital Markets, LLC (“Wachovia”) may invite you (and others) to participate on the terms set forth herein as an underwriter or an initial purchaser, or in a similar capacity, in connection with certain offerings of securities that are managed solely by us or with one or more other co-managers. If we invite you to participate in a specific offering and sale (an “Offering”) to which this Master Agreement Among Underwriters (this “Wachovia Master AAU”) shall apply, we will send the information set forth below in Section 1(a) to you by one or more wires, telexes, facsimile or electronic data transmissions or other written communications (each, a “Wire” and, collectively, an “AAU”). Each Wire will indicate that it is a Wire pursuant to the Wachovia Master AAU. The Wire inviting you to participate in an Offering is referred to herein as the “Invitation Wire.” You and we hereby agree that by the terms hereof the provisions of this Wachovia Master AAU automatically

TRANSFER AGENCY AND SERVICES AGREEMENT
Transfer Agency and Services Agreement • February 19th, 2009 • Western Asset Municipal Defined Opportunity Trust Inc. • New York

AGREEMENT, dated as of March 20, 2006 by and between each of the investment companies listed on Schedule A hereto, as amended from time to time (each a “Fund” and collectively the “Funds”) and each having its principal place of business at 125 Broad Street, New York, New York 10004 and American Stock Transfer, Inc. (“Transfer Agent”), a New York corporation with principal offices at 59 Maiden Lane, New York, New York 10038.

TRANSFER AGENCY AND SERVICES AGREEMENT
Transfer Agency and Services Agreement • March 18th, 2009 • Western Asset Municipal Defined Opportunity Trust Inc. • New York

AGREEMENT, dated as of March 20, 2006 by and between each of the investment companies listed on Schedule A hereto, as amended from time to time (each a “Fund” and collectively the “Funds”) and each having its principal place of business at 125 Broad Street, New York, New York 10004 and American Stock Transfer, Inc. (“Transfer Agent”), a New York corporation with principal offices at 59 Maiden Lane, New York, New York 10038.

INCENTIVE FEE AGREEMENT
Incentive Fee Agreement • March 18th, 2009 • Western Asset Municipal Defined Opportunity Trust Inc. • New York

INCENTIVE FEE AGREEMENT (the “Agreement”), dated as of , 2009, between (“Qualifying Underwriter”) and Legg Mason Partners Fund Advisor, LLC (“Legg Mason”).

STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • March 18th, 2009 • Western Asset Municipal Defined Opportunity Trust Inc. • New York

Reference is made to the Underwriting Agreement dated March [ ], 2009 (the “Underwriting Agreement”), by and among Western Asset Municipal Defined Opportunity Trust Inc. (the “Fund”), Legg Mason Partners Fund Advisor, LLC (the “Manager”), Western Asset Management Company and each of the Underwriters named in Exhibit A therein, severally, with respect to the issue and sale of the Fund’s Securities (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.

STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • March 18th, 2009 • Western Asset Municipal Defined Opportunity Trust Inc. • New York

Reference is made to the Underwriting Agreement dated March [ ], 2009 (the “Underwriting Agreement”), by and among Western Asset Municipal Defined Opportunity Trust Inc. (the “Fund”), Legg Mason Partners Fund Advisor, LLC (the “Manager”), Western Asset Management Company (the “Subadviser”) and each of the Underwriters named in Exhibit A therein, severally, with respect to the issue and sale of the Fund’s Securities (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.

SUBSCRIPTION AGREEMENT
Subscription Agreement • February 19th, 2009 • Western Asset Municipal Defined Opportunity Trust Inc.

Subscription Agreement, dated as of [ ], 2009, between Western Asset Municipal Defined Opportunity Trust Inc., a corporation organized under the laws of Maryland (the “Fund”) and [Legg Mason Inc. ] (the “Purchaser”).

UNDERWRITING AGREEMENT
Underwriting Agreement • March 18th, 2009 • Western Asset Municipal Defined Opportunity Trust Inc. • New York

Western Asset Municipal Defined Opportunity Trust Inc., a Maryland corporation (the “Fund”), Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company, (the “Manager”) and Western Asset Management Company, a California corporation (the “Subadviser”), confirm their respective agreements with Wachovia Capital Markets, LLC (“Wachovia”) and each of the other Underwriters named in Exhibit A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Wachovia and Citigroup Global Markets Inc. are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Fund of a total of [ ] shares of common stock, par value $0.001 per share (the “Initial Securities”), and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of Initial Securities set forth in said Exhibit A hereto, and with respect to t

SUBSCRIPTION AGREEMENT
Subscription Agreement • March 18th, 2009 • Western Asset Municipal Defined Opportunity Trust Inc.

Subscription Agreement, dated as of March 10, 2009, between Western Asset Municipal Defined Opportunity Trust Inc., a corporation organized under the laws of Maryland (the “Fund”) and Legg Mason Inc. (the “Purchaser”).

State Street Bank and Trust Company Lafayette Corporate Center
Custodian Services Agreement • March 18th, 2009 • Western Asset Municipal Defined Opportunity Trust Inc.
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