Blackrock Muniholdings New York Insured Fund, Inc. Sample Contracts

Blackrock Muniholdings New York Quality Fund, Inc. – Closed-End Funds Listed on Annex A (June 16th, 2011)

This letter constitutes the agreement (the "Agreement") between the BlackRock registered closed-end investment companies listed on Annex A (the "Funds"), and, solely for purposes of paragraphs 5, 6, 9 and 16 hereof, the BlackRock registered closed-end investment companies listed on Annex B, on the one hand, and Karpus Management, Inc. d/b/a Karpus Investment Management and its affiliates ("Karpus") and Special Opportunities Fund, Inc. and Opportunity Partners L.P. and their affiliates (collectively, the "Goldstein Funds"), on the other hand, with respect to the matters set forth below. Karpus and the Goldstein Funds are collectively referred to herein as the "Investors."

Blackrock Muniholdings New York Quality Fund, Inc. – BlackRock Closed-End Funds Announce Date of 2011 Annual Meeting of Shareholders (February 4th, 2011)

New York, February 4, 2011— The BlackRock Closed-End Funds listed below (each a "Fund" and collectively, the "Funds") announced today that each of their 2011 annual meetings of shareholders will be held on July 28, 2011. Additional information regarding deadlines for shareholder proposals made pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, and for shareholder proposals and director nominations made pursuant to the Funds' Bylaws, will be filed with the Securities and Exchange Commission by the Funds on a Current Report on Form 8-K.

Blackrock Muniholdings New York Insured Fund, Inc. – Page ARTICLE I SHAREHOLDER MEETINGS Section 1. Chair 1 Section 2. Annual Meetings of Shareholders 1 Section 3. Special Meetings of Shareholders 1 Section 4. Place of Meetings 2 Section 5. Notice of Meetings 2 Section 6. Nature of Business at Annual Meetings of Shareholders 3 Section 7. Nomination of Directors 6 Section 8. Conduct of Meetings 11 Section 9. Postponements; Adjournments 12 Section 10. Record Date 12 Section 11. Voting 13 Section 12. Quorum 13 Section 13. Proxies 14 Section 14. Inspectors of Election 15 Section 15. Shareholder Action by Written Consent 15 ARTICLE II DIRECTORS Secti (September 21st, 2010)

These Bylaws are made and adopted pursuant to the Articles of Incorporation, dated as of April 24, 1997, as from time to time amended (hereinafter called the “Charter”), of BlackRock MuniHoldings New York Insured Fund, Inc. (the “Fund”).

Blackrock Muniholdings New York Insured Fund, Inc. – BLACKROCK MUNIHOLDINGS NEW YORK INSURED FUND, INC. AMENDED AND RESTATED BYLAWS Effective as of May 29, 2008 (October 7th, 2008)

These Bylaws are made and adopted pursuant to the Articles of Incorporation, dated as of April 24, 1997, as from time to time amended (hereinafter called the "Charter"), of BlackRock MuniHoldings New York Insured Fund, Inc. (the "Fund").