0001104659-07-068589 Sample Contracts

LORD ABBETT MUNICIPAL INCOME TRUST AMENDMENT TO
Declaration and Agreement of Trust • September 12th, 2007 • Lord Abbett Municipal Income Trust

The undersigned, being at least a majority of the Trustees of the Lord Abbett Municipal Income Trust, a Delaware Statutory Trust (the “Trust”) organized pursuant to a Declaration and Agreement of Trust dated May 17, 2002 (the “Declaration”), do hereby establish, pursuant to Section 5.3 of the Declaration, one new class of shares for four of the Trust’s six series: Georgia Series, Lord Abbett High Yield Municipal Bond Fund, Lord Abbett Intermediate Tax-Free Fund, and Pennsylvania Series; such new class to be designated Class F shares of each series. Any variations as to purchase price, determination of net asset value, the price, terms and manner of redemption and special and relative rights as to dividends on liquidation, and conditions under which such series or class shall have separate voting rights, shall be as set forth in the Declaration or as elsewhere determined by the Board of Trustees of the Trust.

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AMENDED AND RESTATED EXPENSE REIMBURSEMENT AGREEMENT
Expense Reimbursement Agreement • September 12th, 2007 • Lord Abbett Municipal Income Trust

This Amended and Restated Expense Reimbursement Agreement (this “Agreement”) is made and entered into as of this 14th day of September, 2007 between Lord, Abbett & Co. LLC (“Lord Abbett”) and Lord Abbett Municipal Income Trust with respect to the Florida Series, Georgia Series, Michigan Series, Pennsylvania Series and Lord Abbett Intermediate Tax-Free Fund (formerly Lord Abbett Insured Intermediate Tax-Free Fund) (each a “Fund”). This Agreement supersedes the Agreement between Lord Abbett and Municipal Income Trust dated October 1, 2006.

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