0000950136-02-000594 Sample Contracts

MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED MERRILL LYNCH WORLD HEADQUARTERS NORTH TOWER WORLD FINANCIAL CENTER NEW YORK, N.Y. 10281-1305 STANDARD DEALER AGREEMENT
Dealer Agreement • March 4th, 2002 • Muniyield Michigan Fund Inc • New York

In connection with public offerings of securities underwritten by us, or by a group of underwriters (the “Underwriters”) represented by us, you may be offered the opportunity to purchase a portion of such securities, as principal, at a discount from the offering price representing a selling concession or reallowance granted as consideration for services rendered by you in the sale of such securities. We request that you agree to the following terms and provisions, and make the following representations, which, together with any additional terms and provisions set forth in any wire or letter sent to you in connection with a particular offering, will govern all such purchases of securities and the reoffering thereof by you.

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CUSTODY AGREEMENT
Custody Agreement • March 4th, 2002 • Muniyield Michigan Fund Inc • New York

Agreement made as of this 21st day of February, 1992, between MuniYield Michigan Fund, Inc., a corporation organized and existing under the laws of the State of Maryland having its principal office and place of business at 800 Scudders Mill Road, Plainsboro, New Jersey 08536 (hereinafter called the “Fund”), and THE BANK OF NEW YORK, a New York corporation authorized to do a banking business, having its principal office and place of business at 48 Wall Street, New York, New York 10286 (hereinafter called the “Custodian”).

AUCTION AGENT AGREEMENT between MUNIYIELD MICHIGAN FUND, INC. and IBJ SCHRODER BANK & TRUST COMPANY Dated as of April 10, 1992 Relating to Auction Market Preferred Stock® (“AMPS”®) of MUNIYIELD MICHIGAN FUND, INC.
Auction Agent Agreement • March 4th, 2002 • Muniyield Michigan Fund Inc • New York

THIS AUCTION AGENT AGREEMENT dated as of April 10, 1992, between MUNIYIELD MICHIGAN FUND, INC., a Maryland corporation (the “Company”), and IBJ SCHRODER BANK & TRUST COMPANY, a New York banking corporation.

MUNIYIELD MICHIGAN FUND, INC. (a Maryland corporation) AUCTION MARKET PREFERRED STOCK [“AMPS”®] 1,100 Shares Liquidation Preference $50,000 Per Share PURCHASE AGREEMENT
Purchase Agreement • March 4th, 2002 • Muniyield Michigan Fund Inc • Maryland

MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated Merrill Lynch World Headquarters World Financial Center North Tower New York, New York 10281-1201

Contract
Agreement • March 4th, 2002 • Muniyield Michigan Fund Inc • New York

AGREEMENT, made as of _________________, between MuniYield Michigan Fund, Inc. a corporation organized and existing under the laws of the state of Maryland (hereinafter referred to as the "Customer"), and The Bank of New York, a New York trust company (hereinafter referred to as the "Bank").

BROKER-DEALER AGREEMENT between IBJ SCHRODER BANK & TRUST COMPANY and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED Dated as of April 10, 1992 Relating to AUCTION MARKET PREFERRED STOCK® (“AMPS”®) of MUNIYIELD MICHIGAN FUND, INC.
Broker-Dealer Agreement • March 4th, 2002 • Muniyield Michigan Fund Inc • New York

BROKER-DEALER AGREEMENT dated as of April 10, 1992 between IBJ Schroder Bank & Trust Company, a New York banking corporation (the “Auction Agent”) (not in its individual capacity but solely as agent of MuniYield Michigan Fund, Inc., a Maryland corporation (the “Company”), pursuant to authority granted to it in the Auction Agent Agreement dated as of April 10, 1992, between the Company and the Auction Agent (the “Auction Agent Agreement”)) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (together with its successors and assigns hereinafter referred to as “BD”).

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