EXHIBIT (h)(1) MUNIHOLDINGS CALIFORNIA INSURED FUND II, INC. (a Maryland corporation) AUCTION MARKET PREFERRED STOCK(R) ["AMPS"(R)] Series A Shares Series B Shares Liquidation Preference $25,000 Per Share PURCHASE AGREEMENT ------------------Purchase Agreement • February 17th, 1998 • Muniholdings California Insured Fund Ii Inc/ • Maryland
AMPS"(R)),Broker-Dealer Agreement • February 17th, 1998 • Muniholdings California Insured Fund Ii Inc/ • New York
EXHIBIT (K)(2) AUCTION AGENT AGREEMENTAuction Agent Agreement • February 17th, 1998 • Muniholdings California Insured Fund Ii Inc/ • New York
