Registered trademark of Merrill Lynch & Co., Inc.

AMENDED AND RESTATED BROKER-DEALER AGREEMENT ("Agreement") dated as of [Date] between Deutsche Bank Trust Company Americas, a New York corporation (the "Auction Agent") (not in its individual capacity but solely as agent of Aberdeen Asia-Pacific Income Fund, Inc., a Maryland corporation (the "Company"), pursuant to authority granted to it in the Amended and Restated Auction Agent Agreement dated as of May 9, 2003, between the Company and the Auction Agent (the "Auction Agent Agreement")) and [Name of Broker-Dealer] (together with its successors and assigns hereinafter referred to as "BD").

The Company has duly authorized and issued 2,500 shares of Auction Market Preferred Stock Series H, with a liquidation preference of $25,000 per share plus an amount equal to accumulated but unpaid dividends (whether or not earned or declared) (the "Series H AMPS") and 2,500 shares of Auction Market Preferred Stock Series I, with a liquidation preference of $25,000 per share plus an amount equal to accumulated but unpaid dividends (whether or not earned or declared) (the "Series I AMPS"), each pursuant to the Company's Charter (as defined below). The Series H AMPS and the Series I AMPS are sometimes herein together referred to as the "AMPS."

Article Sixth of the Company's Charter provides that the dividend rate on the Series H and Series I AMPS for each Dividend Period for such series after the Initial Dividend Period shall be the Applicable Rate for such series, which in each case, in general, shall be the rate per annum that the Auction Agent appointed by the Company advises results from implementation of the Auction Procedures (as defined below). Pursuant to resolutions adopted by the Board of Directors of the Company, the Company has appointed Deutsche Bank Trust Company Americas as Auction Agent for purposes of the Auction Procedures, and pursuant to Section 2.5(d) of the Auction Agent Agreement, the Company has requested and directed the Auction Agent to execute and deliver this Agreement.

The Auction Procedures require the participation of one or more Broker-Dealers.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Auction Agent and BD agree as follows:

1. Definitions and Rules of Construction.

1.1. Terms Defined by Reference to the Charter and the Auction Agent Agreement. Capitalized terms not defined herein shall have the respective meanings specified in Article Sixth of the Charter of the Company and in the Auction Agent Agreement.

1.2. Terms Defined Herein. As used herein and in the Settlement Procedures (as defined below), the following terms shall have the following meanings, unless the context otherwise requires: