0001047469-03-013947 Sample Contracts

BROKER-DEALER AGREEMENT among THE BANK OF NEW YORK as Auction Agent

Broker-Dealer Agreement • April 21st, 2003 • Blackrock Preferred Opportunity Trust • New York

• Contract Type
  Broker-Dealer Agreement
• Filed
  April 21st, 2003
• Company
  Blackrock Preferred Opportunity Trust
• Jurisdiction
  New York

Capitalized terms used in this letter, unless otherwise defined herein, shall have the meanings set forth in the Offering Documents.

AUCTION AGENCY AGREEMENT dated as of April 23, 2003 Relating to Auction Market Preferred Shares ("AMPS") Series T7, Series W7 and Series R7 of BLACKROCK PREFERRED OPPORTUNITY TRUST

Auction Agency Agreement • April 21st, 2003 • Blackrock Preferred Opportunity Trust • New York

• Contract Type
  Auction Agency Agreement
• Filed
  April 21st, 2003
• Company
  Blackrock Preferred Opportunity Trust
• Jurisdiction
  New York

BlackRock Preferred Opportunity Trust (the "Trust") may exercise its option to designate the Rate Period of its Series AMPS commencing [the first day of the Special Rate Period] as a Special Rate Period.

BlackRock Preferred Opportunity Trust (a Delaware statutory trust) Auction Market Preferred Shares ("AMPS") of Beneficial Interest 2,944 Shares AMPS, Series T7 2,944 Shares AMPS, Series W7 2,944 Shares AMPS, Series R7 Liquidation Preference $25,000...

Purchase Agreement • April 21st, 2003 • Blackrock Preferred Opportunity Trust • New York

• Contract Type
  Purchase Agreement
• Filed
  April 21st, 2003
• Company
  Blackrock Preferred Opportunity Trust
• Jurisdiction
  New York

BlackRock Preferred Opportunity Trust, a Delaware statutory trust (the "Trust"), proposes, upon the terms and conditions set forth herein, to issue and sell an aggregate of 2,944 shares of its Auction Market Preferred Shares of Beneficial Interest, Series T7, 2,944 shares of its Auction Market Preferred Shares of Beneficial Interest, Series W7 and 2,944 shares of its Auction Market Preferred Shares of Beneficial Interest, Series R7, with a liquidation preference of $25,000 per share (the "AMPS"). The AMPS will be authorized by, and subject to the terms and conditions of, the Statement of Preferences of Auction Market Preferred Shares of the Trust, dated as of April 21, 2003 (the "Statement") and the Agreement and Declaration of Trust of the Trust, as amended and restated, dated as of January 13, 2003 (the "Declaration"), in the forms filed as exhibits to the Registration Statement referred to in the second following paragraph of this Agreement, as the same may be amended from time to t