<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<FILENAME>s473986_2.txt
<DESCRIPTION>EX99(A)(V)-SERIES E
<TEXT>
                                                              Exhibit 99(a)(v)


                         THE GABELLI EQUITY TRUST INC.


                            ARTICLES SUPPLEMENTARY
                       CREATING AND FIXING THE RIGHTS OF
                     SERIES E AUCTION RATE PREFERRED STOCK

         The Gabelli Equity Trust Inc., a Maryland corporation having its
principal office in Baltimore City, Maryland (the "Corporation"), hereby
certifies to the State Department of Assessments and Taxation of the State of
Maryland that:

         FIRST: The Board of Directors of the Corporation, at a meeting duly
convened and held on May 14, 2003, pursuant to authority expressly vested in
it by Article V of the Charter of the Corporation, adopted resolutions
reclassifying 2,000,000 shares of authorized but unissued common stock as
preferred stock of the Corporation, par value $.001 per share, and authorizing
the issuance and designation of up to 6,006,000 shares of preferred stock as
"Series E Auction Rate Preferred Stock" at such times as the Pricing Committee
should determine.

         SECOND: The Pricing Committee, at a meeting duly convened and held on
[__] 2003, pursuant to authority granted it by the Board of Directors of the
Corporation at its [__], 2003 meeting, approved the issuance by the
Corporation of [__] shares of Series E Auction Rate Preferred Stock.

         THIRD: The preferences, rights, voting powers, restrictions,
limitations as to dividends, qualifications, and terms and conditions of
redemption of the Series E Auction Rate Preferred Stock, par value $.001 per
share, as set by the Board of Directors are as follows:

                                  DESIGNATION

         Series E Preferred Stock: A series of [__] preferred shares, par
value $0.001 per share, is hereby designated "Series E Auction Rate Preferred
Stock" (the "Series E Preferred Stock"). Each share of Series E Preferred
Stock may be issued on a date to be determined by the Board of Directors of
the Corporation; have an initial dividend rate per annum, an initial Dividend
Period and an initial Dividend Payment Date as shall be determined in advance
of the issuance thereof by the Board of Directors of the Corporation; and have
such other preferences, rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms and conditions of redemption, in addition
to those required by applicable law or set forth in the Charter applicable to
Preferred Stock of the Corporation, as are set forth in these Articles
Supplementary. The Series E Preferred Stock shall constitute a separate series
of Preferred Stock.

         As used in these Articles Supplementary, unless the context requires
otherwise, each capitalized term shall have the meaning ascribed to it in
paragraph 13 of Article I and paragraph 1 of Article II of these Articles
Supplementary. Paragraph references that do not reference a specific Article
shall refer to the Article in which the reference occurs, unless the context
requires otherwise.

                   Article I: Series E Preferred Stock Terms

1. Number of Shares; Ranking.

         (a) The initial number of authorized shares constituting the Series E
Preferred Stock to be issued is [__]. No fractional shares of Series E
Preferred Stock shall be issued.

         (b) Shares of Series E Preferred Stock which at any time have been
redeemed or purchased by the Corporation shall, after such redemption or
purchase, have the status of authorized but unissued shares of Preferred
Stock.

         (c) The Series E Preferred Stock shall rank on a parity with any
other series of Preferred Stock as to the payment of dividends and liquidation
preference to which such stock is entitled.

         (d) No Holder of Series E Preferred Stock shall have, solely by
reason of being such a holder, any preemptive or other right to acquire,
purchase or subscribe for any shares of any Preferred Stock or Common Stock or
other securities of the Corporation which it may hereafter issue or sell.

2. Dividends.

         (a) The Holders of Series E Preferred Stock shall be entitled to
receive, when, as and if declared by the Board of Directors, out of funds
legally available therefor, cumulative cash dividends on their shares of
Series E Preferred Stock at the dividend rate determined by the Board of
Directors in the manner described under "Designation" above during the period
from and after the date on which such shares are originally issued and
including the last day of the initial Dividend Period and, thereafter, at the
rate, determined as set forth in paragraph 2(c), and no more, payable on the
respective dates determined as set forth in paragraph 2(b). Dividends on the
Outstanding shares of Series E Preferred Stock shall accumulate from the date
on which such shares are originally issued.

         (b) (i) Dividends shall be payable when, as and if declared by the
Board of Directors following the initial Dividend Payment Date, subject to
paragraph 2(b)(ii), on the Series E Preferred Stock as follows:

         (A) with respect to any Dividend Period of one year or less, on the
first Business Day following the last day of such Dividend Period; provided,
however, if the Dividend Period is more than 91 days then on the 91st, 181st
and 271st days within such period, if applicable, and on the first Business
Day following the last day of such Dividend Period; and

         (B) with respect to any Dividend Period of more than one year, on a
quarterly basis on each March 26th, June 26th, September 26th and December
26th within such Dividend Period and on the first Business Day following the
last day of such Dividend Period.

         (ii) If a day for payment of dividends resulting from the application
of paragraph 2(b)(i) above is not a Business Day, then the Dividend Payment
Date shall be the first Business Day following such day for payment of
dividends.

         (iii) The Corporation shall pay to the Paying Agent not later than
12:00 noon, New York City time, on the Business Day immediately preceding each
Dividend Payment Date for Series E Preferred Stock, an aggregate amount of
immediately available funds equal to the dividends to be paid to all Holders
of such Series E Preferred Stock on such Dividend Payment Date. The
Corporation shall not be required to establish any reserves for the payment of
dividends.

         (iv) All moneys paid to the Paying Agent for the payment of dividends
shall be held in trust for the payment of such dividends by the Paying Agent
for the benefit of the Holders specified in paragraph 2(b)(v). Unless
instructed by the Corporation in writing the Paying Agent will hold such
moneys uninvested. Any moneys paid to the Paying Agent in accordance with the
foregoing but not applied by the Paying Agent to the payment of dividends,
including interest earned, if any, on such moneys, will, to the extent
permitted by law, be repaid to the Corporation at the end of 90 days from the
date on which such moneys were to have been so applied.

         (v) Each dividend on Series E Preferred Stock shall be paid on the
Dividend Payment Date therefor to the Holders of Series E Preferred Stock as
their names appear on the stock ledger or stock records of the Corporation on
the Business Day immediately preceding such Dividend Payment Date; provided,
however, that if dividends are in arrears, they may be declared and paid at
any time to Holders as their names appear on the stock ledger or stock records
of the Corporation on such date not exceeding 15 days preceding the payment
date thereof, as may be fixed by the Board of Directors. No interest will be
payable in respect of any dividend payment or payments which may be in
arrears.

         (c) (i) For each Dividend Period after the initial Dividend Period
for the Outstanding shares of Series E Preferred Stock, the dividend rate
shall be equal to the rate (stated as a rate per annum) that results from an
Auction (but the rate set at the Auction will not exceed the Maximum Rate);
provided, however, that if an Auction for any subsequent Dividend Period of
Series E Preferred Stock is not held for any reason (other than as provided in
the immediately following sentence) or if Sufficient Clearing Bids have not
been made in an Auction (other than as a result of all shares of Series E
Preferred Stock being the subject of Submitted Hold Orders), then the dividend
rate on each Outstanding share of Series E Preferred Stock for any such
Dividend Period shall be the Maximum Rate, except as provided in 2(c)(ii)
below. If an Auction is not held because an unforeseen event or unforeseen
events cause a day that otherwise would have been an Auction Date not to be a
Business Day, then the length of the then-current Dividend Period shall be
extended by seven days (or a multiple thereof if necessary because of such
unforeseen event or events), the Applicable Rate for such period shall be the
Applicable Rate for the Dividend Period so extended and the Dividend Payment
Date for such Dividend Period shall be the first Business Day immediately
succeeding the end of such period.

         (ii) Subject to the cure provisions in paragraph 2(c)(iii) below, a
Default Period with respect to the Outstanding shares of Series E Preferred
Stock will commence if the Corporation fails to deposit irrevocably in trust
in same-day funds, with the Paying Agent by 12:00 noon, New York City time on
the Business Day immediately preceding the relevant Dividend Payment Date, the
full amount of any declared dividend on the Outstanding shares of Series E
Preferred Stock then payable on that Dividend Payment Date (a "Dividend
Default").

         Subject to the cure provisions of paragraph 2(c)(iii) below, a
Default Period with respect to a Dividend Default or a Redemption Default
shall end on the Business Day on which, by 12:00 noon, New York City time, all
unpaid dividends and any unpaid Redemption Price in respect of such shares of
Series E Preferred Stock shall have been deposited irrevocably in trust in
same-day funds with the Paying Agent. In the case of a Default Period, the
following shall apply:

         A.    Each Dividend Period that commences during a Default Period
               will be a Standard Dividend Period.

         B.    The dividend rate for each Dividend Period that commences and
               concludes during a Default Period will be equal to the Default
               Rate.

         C.    In the event a Holder sells Series E Preferred Stock at an
               Auction that takes place on the day a Dividend Default occurs
               and the Default is not cured in accordance with paragraph
               2(c)(iii) below, such former Holder shall be entitled to
               receive the Default Rate with respect to the shares of Series E
               Preferred Stock such Holder sold at the Auction for the
               Dividend Period with respect to which the Default occurred.

         D.    In the event a Dividend Period commences during a Default
               Period and such Dividend Period continues after such Default
               Period has ended (a) the dividend rate for the portion of such
               Dividend Period that occurs during the Default Period will be
               the Default Rate and (b) the dividend rate for the portion of
               such Dividend Period that falls outside the Default Period will
               be (i) the Applicable Rate, in the case of the first Dividend
               Period following a Default, or (ii) the Maximum Rate, in the
               case of any other Dividend Period commencing during a Default
               Period.

         E.    The commencement of a Default Period will not by itself cause
               the commencement of a new Dividend Period.

         F.    No Auction will be held during an applicable Default Period;
               provided, however, that if a Default Period shall end prior to
               the end of a Standard Dividend Period that had commenced during
               such Default Period, an Auction will be held on the last day of
               such Standard Dividend Period.

         (iii) No Default Period with respect to a Dividend Default or
Redemption Default shall be deemed to have commenced, unless such default is
due solely to the willful failure of the Corporation, if the amount of any
dividend or any Redemption Price due is deposited irrevocably in trust in
same-day funds with the Paying Agent by 12:00 noon, New York City time within
three Business Days after the applicable Dividend Payment Date or Redemption
Date, together with an amount in respect of such shares of Series E Preferred
Stock equal to the Default Rate applied to the amount of such non-payment
based on the actual number of days that would otherwise have comprised the
Default Period divided by 360. The "Default Rate" shall be equal to the
Reference Rate multiplied by three (3).

         (iv) The amount of dividends per share of Series E Preferred Stock
payable (if declared) on each Dividend Payment Date of each Dividend Period of
less than one year (or in respect of dividends on another date in connection
with a redemption during such Dividend Period) shall be computed by
multiplying the relevant Applicable Rate, Default Rate or Maximum Rate, as the
case may be, for such Dividend Period (or a portion thereof) by a fraction,
the numerator of which will be the number of days in such Dividend Period (or
portion thereof) that such share of Series E Preferred Stock was Outstanding
and for which the Applicable Rate, Maximum Rate or the Default Rate was
applicable (but in no event shall the numerator exceed 360) and the
denominator of which will be 360, multiplying the amount so obtained by
$25,000, and rounding the amount so obtained to the nearest cent. During any
Dividend Period of one year or more, the amount of dividends per share of
Series E Preferred Stock payable on any Dividend Payment Date (or in respect
of dividends on another date in connection with a redemption during such
Dividend Period) will be computed as described in the preceding sentence
except that the numerator, with respect to any full twelve month period, will
be 360.

         (d) Any dividend payment made on shares of Series E Preferred Stock
shall first be credited against the earliest accumulated but unpaid dividends
due with respect to such shares.

         (e) For so long as shares of the Series E Preferred Stock are
Outstanding, except as otherwise contemplated by Article I of these Articles
Supplementary, the Corporation shall not pay any dividend or other
distribution (other than a dividend or distribution paid in shares of, or
options, warrants or rights to subscribe for or purchase, Common Stock or
other stock, if any, ranking junior to the Series E Preferred Stock as to
dividends and upon liquidation) with respect to Common Stock or any other
capital stock of the Corporation ranking junior to the Series E Preferred
Stock as to dividends or upon liquidation, or call for redemption, redeem,
purchase or otherwise acquire for consideration any Common Stock or other
capital stock ranking junior to the Series E Preferred Stock (except by
conversion into or exchange for shares of the Corporation ranking junior to
the Series E Preferred Stock as to dividends and upon liquidation), unless, in
each case, (i) immediately after such transaction, the Corporation would have
Eligible Assets with an aggregate Discounted Value at least equal to the Basic
Maintenance Amount and Asset Coverage would be achieved, (ii) all cumulative
and unpaid dividends due on or prior to the date of the transaction have been
declared and paid in full with respect to the Corporation's Preferred Stock,
including the Series E Preferred Stock (or shall have been declared and
sufficient funds for the payment thereof deposited with the applicable Paying
Agent) and (iii) the Corporation has redeemed the full number of shares of
Preferred Stock to be redeemed mandatorily pursuant to any provision for
mandatory redemption contained herein, including, without limitation, any such
provision contained in paragraph 3(a)(ii).

         (f) No full dividends shall be declared or paid on the Series E
Preferred Stock for any Dividend Period or part thereof, unless full
cumulative dividends due through the most recent Dividend Payment Dates
therefor for all Outstanding series of Preferred Stock of the Corporation
ranking on a parity with the Series E Preferred Stock as to the payment of
dividends have been or contemporaneously are declared and paid through the
most recent Dividend Payment Dates therefor. If full cumulative dividends due
have not been paid on all Outstanding shares of such Preferred Stock, any
dividends being paid on such shares of Preferred Stock (including the Series E
Preferred Stock) will be paid as nearly pro rata as possible in proportion to
the respective amounts of dividends accumulated but unpaid on each such series
of Preferred Stock then Outstanding on the relevant Dividend Payment Date.

3. Redemption.

         (a) (i) Optional Redemption. After the initial Dividend Period,
subject to any Non-Call Period and the provisions of this paragraph 3 and to
the extent permitted under the 1940 Act and Maryland law, the Corporation may,
at its option, redeem in whole or in part out of funds legally available
therefor, shares of Series E Preferred Stock by delivering a notice of
redemption not less than 7 calendar days and not more than 40 calendar days
prior to the Redemption Date, in the case of shares herein designated as (A)
having a Dividend Period of one year or less, on the next Business Day after
the last day of such Dividend Period, at a redemption price per share equal to
$25,000, plus an amount equal to accumulated but unpaid dividends thereon
(whether or not earned or declared) to the Redemption Date ("Redemption
Price"), or (B) having a Dividend Period of more than one year, on any
Business Day prior to the end of the relevant Dividend Period, at the
Redemption Price subject to any applicable Specific Redemption Provisions.
Notwithstanding the foregoing, the Corporation shall not give a notice of any
redemption pursuant to this paragraph 3(a)(i) unless, on the date on which the
Corporation gives such notice (x) the Corporation reasonably believes that,
assuming the fulfillment of any conditions precedent specified in such notice,
it will be able to deposit with the Paying Agent when due Deposit Assets with
maturity or tender dates not later than the day preceding the applicable
Redemption Date and having a value not less than the amount (including any
applicable premium) due to Holders of the Series E Preferred Stock to be
redeemed on the Redemption Date and (y) the Corporation would have Eligible
Assets with an aggregate Discounted Value at least equal to the Basic
Maintenance Amount and Asset Coverage immediately subsequent to such
redemption, if such redemption were to occur on such date, it being understood
that the provisions of paragraph 3(d) shall be applicable in such
circumstances in the event the Corporation makes the deposit and takes the
other action required thereby.

         (ii) Mandatory Redemption. So long as shares of Series E Preferred
Stock are Outstanding, if the Corporation fails (A) as of any Valuation Date
to meet the Basic Maintenance Test and such failure is not cured by the Basic
Maintenance Amount Cure Date or (B) as of any Quarterly Valuation Date to meet
Asset Coverage and such failure is not cured by the Series E Asset Coverage
Cure Date or (C) as of any valuation or measuring date applicable to any other
series of Preferred Stock to meet any applicable maintenance amount test and
such failure is not cured by the relevant cure date (any such cure date,
together with any Basic Maintenance Amount Cure Date or Series E Asset
Coverage Cure Date, a "Cure Date"), Preferred Stock, which at the
Corporation's determination may include Series E Preferred Stock, will be
subject to mandatory redemption out of funds legally available therefor. The
series and number of shares of Preferred Stock to be redeemed in such
circumstances will be determined by the Corporation, subject to the
limitations of the 1940 Act and Maryland law, from among all series of
Preferred Stock then Outstanding and may include any proportion of Series E
Preferred Stock or any other series of Preferred Stock. The amount of
Preferred Stock to be mandatorily redeemed under such circumstances shall, in
the aggregate, equal the lesser of (1) the minimum amount of Preferred Stock
(including the Series E Preferred Stock if so determined by the Corporation)
the redemption of which, if deemed to have occurred immediately prior to the
opening of business on the relevant Cure Date, would result in the Corporation
meeting, as the case may be, the Basic Maintenance Test, Asset Coverage and
any other then applicable maintenance amount test, in each case as of the
relevant Cure Date (provided that, if there is no such minimum amount of
Preferred Stock the redemption of which would have such result, all Series E
Preferred Stock then Outstanding will be redeemed), and (2) the maximum amount
of Preferred Stock that can be redeemed out of funds expected to be available
therefor on the Mandatory Redemption Date at the Mandatory Redemption Price;
provided, that in the event that Preferred Stock is redeemed mandatorily
pursuant to this paragraph 3, the Corporation may, but is not required to,
redeem a sufficient amount of additional shares of Series E Preferred Stock,
which when aggregated with other shares of Preferred Stock redeemed by the
Corporation, permits the Corporation to have (x) Eligible Assets with Adjusted
Value with respect to the Preferred Stock remaining Outstanding of as great as
110% of the Basic Maintenance Amount and (y) Asset Coverage with respect to
the Preferred Stock remaining Outstanding of as much as 220%.

         (iii) Subject to the Articles Supplementary establishing each series
of Preferred Stock and the 1940 Act, the Corporation may determine the shares
and series of Preferred Stock to be redeemed in accordance with the paragraph
3(a)(ii) above, subject to the further provisions of this paragraph 3(a)(iii).
The Corporation shall effect any mandatory redemption of Series E Preferred
Stock relating to: (A) a failure to meet the Basic Maintenance Test or a
failure to meet Asset Coverage, no later than eight days following such Cure
Date, provided, that if such eighth day is not a Business Day, such redemption
will occur not later than the close of business on the next Business Day or
(B) a failure to meet any other then applicable maintenance amount test in
accordance with the requirements of such test (in each case the date specified
for such redemption being, the "Mandatory Redemption Date"), except that if
the Corporation does not have funds legally available for the redemption of,
or is not otherwise legally permitted to redeem, the amount of Preferred Stock
which would be mandatorily redeemed by the Corporation under subparagraph
3(a)(ii) if sufficient funds were available, or the Corporation otherwise is
unable to effect such redemption on or prior to the applicable Mandatory
Redemption Date, the Corporation shall redeem on such redemption date the
number of shares of Series E Preferred Stock and other Preferred Stock with
respect to which it has given notice of redemption as it shall have legally
available funds, or is otherwise able, to redeem ratably on the basis of
Redemption Price from each holder whose shares are to be redeemed and the
remainder of the Series E Preferred Stock and other Preferred Stock which it
was unable to redeem on the earliest practicable date on which the Corporation
will have such funds available upon notice, in the case of Series E Preferred
Stock pursuant to paragraph 3(b) to Holders of shares of Series E Preferred
Stock to be redeemed. The Corporation will deposit with the Paying Agent funds
sufficient to redeem the specified number of shares of Series E Preferred
Stock subject to a redemption under this paragraph 3(a) by 12:00 noon, New
York City time, of the Business Day immediately preceding the redemption date.
If fewer than all of the Outstanding shares of Series E Preferred Stock are to
be redeemed, the number of shares of Series E Preferred Stock to be redeemed
shall be redeemed pro rata from the Holders of such shares in proportion to
the number of shares of Series E Preferred Stock held by such Holders, by lot
or by such other method as the Corporation shall deem fair and equitable,
subject, however, to the terms of any applicable Specific Redemption
Provisions.

         (b) In the event of a redemption of Series E Preferred Stock pursuant
to paragraph 3(a) above, the Corporation will have filed or will file a notice
of its intention to redeem with the Commission, in either case so as to
provide at least the minimum notice required under Rule 23c-2 under the 1940
Act or any successor provision. In addition, the Corporation shall deliver a
notice of redemption to the Auction Agent (the "Notice of Redemption")
containing the information set forth below (i) in the case of an optional
redemption pursuant to paragraph 3(a)(i) above, one Business Day prior to the
giving of notice to the Holders and (ii) in the case of a mandatory redemption
pursuant to paragraph 3(a)(ii) above, on or prior to the 7th day preceding the
Mandatory Redemption Date. The Auction Agent will use its reasonable efforts
to provide telephonic, electronic or written notice to each Holder of any
shares of Series E Preferred Stock called for redemption not later than the
close of business on the Business Day immediately following the day on which
the Corporation determines the shares to be redeemed (or, during a Default
Period with respect to such shares, not later than the close of business on
the Business Day immediately following the day on which the Auction Agent
receives Notice of Redemption from the Corporation). The Auction Agent shall
confirm a telephonic notice in writing not later than the close of business on
the third Business Day preceding the date fixed for redemption by providing
the Notice of Redemption to each Holder of shares called for redemption, the
Paying Agent (if different from the Auction Agent) and the Securities
Depository. Notice of Redemption will be addressed to the Holders of Series E
Preferred Stock at their addresses appearing on the share records of the
Corporation. Such Notice of Redemption will set forth (s) the date fixed for
redemption, (t) the number or percentage of shares of Series E Preferred Stock
to be redeemed, (u) the CUSIP number(s) of such shares, (v) the Redemption
Price (specifying the amount of accumulated dividends to be included therein),
(w) the place or places where such shares are to be redeemed, (x) that
dividends on the shares to be redeemed will cease to accumulate on such date
fixed for redemption, (y) the provision of these Articles Supplementary under
which redemption shall be made, and (z) in the case of a redemption pursuant
to paragraph 3(a)(i), any conditions precedent to such redemption. If fewer
than all the Outstanding shares of Series E Preferred Stock held by any Holder
are to be redeemed, the Notice of Redemption mailed to such Holder shall also
specify the number or percentage of shares of Series E Preferred Stock to be
redeemed from such Holder. No defect in the Notice of Redemption or in the
transmittal or mailing thereof will affect the validity of the redemption
proceedings, except as required by applicable law.

         (c) Notwithstanding the provisions of paragraph 3(a), the Corporation
shall not redeem shares of Preferred Stock unless all accumulated and unpaid
dividends on all Outstanding shares of Series E Preferred Stock and other
Preferred Stock ranking on a parity with the Series E Preferred Stock with
respect to dividends for all applicable past Dividend Periods (whether or not
earned or declared by the Corporation) have been or are contemporaneously paid
or declared and Deposit Assets for the payment of such dividends have been
deposited with the Paying Agent; provided, however, that the foregoing shall
not prevent the purchase or acquisition of outstanding shares of Preferred
Stock pursuant to the successful completion of an otherwise lawful purchase or
exchange offer made on the same terms to holders of all Outstanding shares of
Series E Preferred Stock.

         (d) Upon the deposit of funds sufficient to redeem shares of Series E
Preferred Stock with the Paying Agent and the giving of the Notice of
Redemption to the Auction Agent under paragraph 3(b) above, such shares shall
no longer be deemed to be Outstanding for any purpose (including, without
limitation, for purposes of calculating whether the Corporation has met the
Basic Maintenance Test or Asset Coverage), and all rights of the Holders of
the shares of Series E Preferred Stock so called for redemption shall cease
and terminate, except the right of such Holder to receive the applicable
Redemption Price, but without any interest or other additional amount. Such
Redemption Price shall be paid by the Paying Agent to the nominee of the
Securities Depository. The Corporation shall be entitled to receive from the
Paying Agent, promptly after the date fixed for redemption, any cash deposited
with the Paying Agent in excess of (i) the aggregate Redemption Price of the
shares of Series E Preferred Stock called for redemption on such date and (ii)
such other amounts, if any, to which Holders of the Series E Preferred Stock
called for redemption may be entitled. Any funds so deposited that are
unclaimed at the end of two years from such redemption date shall, to the
extent permitted by law, be paid to the Corporation, after which time the
Holders of shares of Series E Preferred Stock so called for redemption may
look only to the Corporation for payment of the Redemption Price and all other
amounts, if any, to which they may be entitled; provided, however, that the
Paying Agent shall notify all Holders whose funds are unclaimed by placing a
notice in The Wall Street Journal concerning the availability of such funds
for three consecutive weeks. The Corporation shall be entitled to receive,
from time to time after the date fixed for redemption, any interest earned on
the funds so deposited.

         (e) A Default Period with respect to the Outstanding shares of Series
E Preferred Stock will commence if the Corporation fails to deposit
irrevocably in trust in same-day funds, with the Paying Agent by 12:00 noon,
New York City time on the Business Day preceding the redemption date specified
in the Notice of Redemption (the "Redemption Date") or on such later date as
the Paying Agent shall authorize, the full amount of any Redemption Price
payable on such Redemption Date (a "Redemption Default"); provided, that no
Redemption Default shall be deemed to have occurred in respect of Series E
Preferred Stock when the related redemption notice provides that the
redemption of such Series E Preferred Stock is subject to one or more
conditions precedent and each such condition precedent shall not have been
satisfied at the time or times or in the manner specified in such Notice of
Redemption. To the extent a Redemption Default occurs with respect to Series E
Preferred Stock or that any redemption for which Notice of Redemption has been
given is otherwise prohibited, such redemption shall be made as soon as
practicable to the extent such funds become legally available or such
redemption is no longer otherwise prohibited. Notwithstanding the fact that a
Redemption Default has occurred and is continuing or that the Corporation has
otherwise failed to redeem shares of Series E Preferred Stock for which a
Notice of Redemption has been given, dividends may be declared and if so
declared will be paid on Series E Preferred Stock, which shall include those
shares of Series E Preferred Stock for which Notice of Redemption has been
given but for which deposit of funds has not been made.

         (f) All moneys paid to the Paying Agent for payment of the Redemption
Price of shares of Series E Preferred Stock called for redemption shall be
held in trust by the Paying Agent for the benefit of Holders of the Series E
Preferred Stock so to be redeemed. A Redemption Default will occur on account
of the Corporation's failure to timely deposit any required Redemption Price
with the Paying Agent and any resulting Default Period will end in accordance
with paragraph 2(c)(ii).

         (g) So long as the Series E Preferred Stock is held of record by the
nominee of the Securities Depository, the Redemption Price for such shares
will be paid on the date fixed for redemption to the nominee of the Securities
Depository for distribution to agent members for distribution to the Persons
for whom they are acting as agent.

         (h) Except for the provisions described above, nothing contained in
these Articles Supplementary limits any right of the Corporation to purchase
or otherwise acquire Series E Preferred Stock outside of an Auction at any
price, whether higher or lower than the price that would be paid in connection
with an optional or mandatory redemption, so long as, at the time of any such
purchase, there is no arrearage in the payment of dividends on, or the
Redemption Price with respect to, any shares of Series E Preferred Stock for
which Notice of Redemption has been given and the Corporation meets Asset
Coverage and the Basic Maintenance Test after giving effect to such purchase
or acquisition on the date thereof. Any shares of Series E Preferred Stock
which are purchased, redeemed or otherwise acquired by the Corporation shall
have no voting rights. If fewer than all the Outstanding shares of Series E
Preferred Stock are redeemed or otherwise acquired by the Corporation, the
Corporation shall give notice of such transaction to the Auction Agent.

         (i) In the case of any redemption pursuant to this paragraph 3, only
whole shares of Series E Preferred Stock shall be redeemed, and in the event
that any provision of the Charter would require redemption of a fractional
share, the Auction Agent shall be authorized to round up so that only whole
shares are redeemed.

         (j) Notwithstanding anything herein to the contrary, the Board of
Directors may authorize, create or issue other series of Preferred Stock
ranking on a parity with the Series E Preferred Stock with respect to the
payment of dividends or the distribution of assets upon dissolution,
liquidation or winding up of the affairs of the Corporation, to the extent
permitted by the 1940 Act, if upon issuance of any such series, either (i) the
net proceeds from the sale of such stock (or such portion thereof needed to
redeem or repurchase the Outstanding shares of Series E Preferred Stock) are
deposited with the Auction Agent, Notice of Redemption as contemplated by
paragraph 3(b) has been delivered prior thereto or is sent promptly
thereafter, and such proceeds are used to redeem all Outstanding shares of
Series E Preferred Stock or (ii) the Corporation would meet Asset Coverage,
the Basic Maintenance Test and the requirements of paragraph 9 immediately
following such issuance and any redemption of Preferred Stock (which may
include a portion of the Series E Preferred Stock) to be effected with the
proceeds of such issuance.

4. Designation of Dividend Period.

         (a) The initial Dividend Period for the Series E Preferred Stock
shall be as determined in the manner under "Designation" above. The
Corporation shall designate the duration of subsequent Dividend Periods of the
Series E Preferred Stock; provided, however, that no such designation shall be
necessary for a Standard Dividend Period and, provided further, that any
designation of a Special Dividend Period for the Series E Preferred shall be
effective only if (i) notice thereof shall have been given as provided herein,
(ii) any failure to pay in a timely manner to the Auction Agent the full
amount of any dividend on, or the Redemption Price of, the Series E Preferred
Stock shall have been cured as provided for herein, (iii) Sufficient Clearing
Orders shall have existed in an Auction held for the Series E Preferred Stock
on the Auction Date immediately preceding the first day of such proposed
Special Dividend Period, (iv) if the Corporation shall have mailed a Notice of
Redemption with respect to any shares of Series E Preferred Stock, the
Redemption Price with respect to such shares shall have been deposited with
the Paying Agent and (v) the Corporation has confirmed that as of the Auction
Date next preceding the first day of such Special Dividend Period, it has
Eligible Assets with an aggregate Discounted Value at least equal to the Basic
Maintenance Amount, and the Corporation has consulted with the Broker-Dealers
and has provided notice of such designation and a Basic Maintenance Report to
each Rating Agency.

         (b) If the Corporation proposes to designate any Special Dividend
Period, not fewer than seven Business Days (or two Business Days in the event
the duration of the Dividend Period prior to such Special Dividend Period is
fewer than ten Business Days) nor more than 30 Business Days prior to the first
day of such Special Dividend Period, notice shall be (i) made by press release
and (ii) communicated by the Corporation by telephonic or other means to the
Auction Agent and confirmed in writing promptly thereafter. Each such notice
shall state (x) that the Corporation proposes to exercise its option to
designate a succeeding Special Dividend Period, specifying the first and last
days thereof and (y) that the Corporation will by 3:00 P.M., New York City
time, on the second Business Day next preceding the first day of such Special
Dividend Period, notify the Auction Agent, who will promptly notify the
Broker-Dealers, of either (A) its determination, subject to certain
conditions, to proceed with such Special Dividend Period, subject to the terms
of any Specific Redemption Provisions, or (B) its determination not to proceed
with such Special Dividend Period, in which latter event the succeeding
Dividend Period shall be a Standard Dividend Period. No later than 3:00 P.M.,
New York City time, on the second Business Day next preceding the first day of
any proposed Special Dividend Period, the Corporation shall deliver to the
Auction Agent, who will promptly deliver to the Broker-Dealers and Existing
Holders, either:

         (1) a notice stating (a) that the Corporation has determined to
designate the next succeeding Dividend Period as a Special Dividend Period,
(b) the first and last days thereof and (c) the terms of any Specific
Redemption Provisions; or

         (2) a notice stating that the Corporation has determined not to
exercise its option to designate a Special Dividend Period.

         If the Corporation fails to deliver either such notice with respect
to the designation of any proposed Special Dividend Period to the Auction
Agent or is unable to make the confirmation provided in paragraph 4(a)(v) by
3:00 P.M., New York City time, on the second Business Day next preceding the
first day of such proposed Special Dividend Period, the Corporation shall be
deemed to have delivered a notice to the Auction Agent with respect to such
Dividend Period to the effect set forth in clause (2) above, thereby resulting
in a Standard Dividend Period.

5. Restrictions on Transfer.

         Series E Preferred Stock may be transferred only (a) pursuant to an
Order placed in an Auction, (b) to or through a Broker-Dealer or (c) to the
Corporation or any Affiliate. Notwithstanding the foregoing, a transfer other
than pursuant to an Auction will not be effective unless the selling Existing
Holder or the Agent Member of such Existing Holder (in the case of an Existing
Holder whose shares are listed in its own name on the books of the Auction
Agent), or the Broker-Dealer or Agent Member of such Broker-Dealer (in the
case of a transfer between persons holding shares of any Series E Preferred
Stock through different Broker-Dealers), advises the Auction Agent of such
transfer. Any certificates representing Series E Preferred Stock issued to the
Securities Depository will bear legends with respect to the restrictions
described above and stop-transfer instructions will be issued to the Transfer
Agent and/or Registrar.

6. Voting Rights.

         (a) General.

         Except as otherwise provided by law or as specified in the Charter,
each Holder of Series E Preferred Stock and any other Preferred Stock shall be
entitled to one vote for each share held on each matter submitted to a vote of
stockholders of the Corporation, and the Holders of Outstanding shares of
Preferred Stock and Common Stock shall vote together as a single class;
provided, however, that at any meeting of the stockholders of the Corporation
held for the election of directors, the Holders of Outstanding shares of
Preferred Stock, including the Series E Preferred Stock, shall be entitled, as
a class, to the exclusion of the Holders of all other securities and classes
of capital stock of the Corporation, to elect a number of Corporation's
directors, such that following the election of directors at the meeting of the
stockholders, the Corporation's Board of Directors shall contain two directors
elected by the Holders of the Outstanding shares of Preferred Stock as a
class. Subject to paragraph 6(b), the Holders of outstanding shares of capital
stock of the Corporation, including the Holders of Outstanding shares of
Preferred Stock, including Series E Preferred Stock, voting as a single class,
shall elect the balance of the directors.

         (b) Right to Elect Majority of Board of Directors.

         During any period in which any one or more of the conditions
described below shall exist (such period being referred to herein as a "Voting
Period"), the number of directors constituting the Board of Directors shall be
automatically increased by the smallest number of additional directors that,
when added to the two directors elected exclusively by the Holders of shares
of Preferred Stock pursuant to paragraph 6(a) above, would constitute a
majority of the Board of Directors as so increased by such smallest number;
and the Holders of shares of Preferred Stock shall be entitled, voting
separately as one class (to the exclusion of the holders of all other
securities and classes of capital stock of the Corporation), to elect such
smallest number of additional directors, together with the two directors that
such Holders are in any event entitled to elect pursuant to paragraph 6(a)
above. The Corporation and the Board of Directors shall take all necessary
action, including amending the Corporation's bylaws, to effect an increase in
the number of directors as described in the preceding sentence. A Voting
Period shall commence:

         (i) if at any time accumulated dividends (whether or not earned or
declared, and whether or not funds are then legally available in an amount
sufficient therefor) on the Outstanding Series E Preferred Stock equal to at
least two full years' dividends shall have become due and unpaid and
sufficient cash or specified securities shall not have been deposited with the
Paying Agent for the payment in full of such accumulated dividends; or

         (ii) if at any time holders of any other shares of Preferred Stock
are entitled to elect a majority of the directors of the Corporation under the
1940 Act or the Articles Supplementary creating such shares.

         Upon the termination of a Voting Period, the voting rights described
in this paragraph 6(b) shall cease, subject always, however, to the reverting
of such voting rights in the holders of Preferred Stock upon the further
occurrence of any of the events described in this paragraph 6(b).

         (c) Right to Vote with Respect to Certain Other Matters.

         So long as the Series E Preferred Stock is Outstanding, the
Corporation shall not, without the affirmative vote of the holders of a
majority of the shares of Preferred Stock Outstanding at the time, voting
separately as one class, amend, alter or repeal the provisions of the Charter,
whether by merger, consolidation or otherwise, so as to materially adversely
affect any of the contract rights expressly set forth in the Charter of
Holders of Series E Preferred Stock or any other Preferred Stock. To the
extent permitted under the 1940 Act, in the event shares of more than one
series of Preferred Stock are Outstanding, the Corporation shall not effect
any of the actions set forth in the preceding sentence which materially
adversely affects the contract rights expressly set forth in the Charter of a
Holder of shares of a series of Preferred Stock differently than those of a
Holder of shares of any other series of Preferred Stock without the
affirmative vote of the Holders of at least a majority of the shares of
Preferred Stock of each series materially adversely affected and Outstanding
at such time (each such materially adversely affected series voting separately
as a class to the extent its rights are affected differently). The Corporation
shall notify each Rating Agency ten Business Days prior to any such vote
described above. Unless a higher percentage is provided for under the Charter
or applicable provisions of the Maryland General Corporation Law, the
affirmative vote of the Holders of a majority of the Outstanding shares of
Preferred Stock, including the Series E Preferred Stock, voting together as a
single class, will be required to approve any plan of reorganization adversely
affecting such shares or any action requiring a vote of security holders under
Section 13(a) of the 1940 Act. For purposes of this paragraph 6(c), the phrase
"vote of the Holders of a majority of the Outstanding shares of Preferred
Stock" (or any like phrase) shall mean, in accordance with Section 2(a)(42) of
the 1940 Act, the vote, at the annual or a special meeting of the stockholders
of the Corporation duly called (A) of 67 percent or more of the shares of
Preferred Stock present at such meeting, if the Holders of more than 50
percent of the Outstanding shares of Preferred Stock are present or
represented by proxy; or (B) of more than 50 percent of the Outstanding shares
of Preferred Stock, whichever is less. The class vote of Holders of shares of
Preferred Stock described above will in each case be in addition to a separate
vote of the requisite percentage of shares of Common Stock and shares of
Preferred Stock, including the Series E Preferred Stock, voting together as a
single class, necessary to authorize the action in question. An increase in
the number of authorized shares of Preferred Stock pursuant to the Charter or
the issuance of additional shares of any series of Preferred Stock (including
the Series E Preferred Stock) pursuant to the Charter shall not in and of
itself be considered to adversely affect the contract rights of the Holders of
Preferred Stock. The provisions of this paragraph 6(c) are subject to the
provisions of paragraph 10.

         (d) Voting Procedures.

         (i) As soon as practicable after the accrual of any right of the
Holders of shares of Preferred Stock, including the Series E Preferred Stock,
to elect additional directors as described in paragraph 6(b), the Corporation
shall call a special meeting of such Holders and instruct the Auction Agent to
mail a notice of such special meeting to the Holders of Series E Preferred
Stock, such meeting to be held not less than 10 nor more than 20 days after
the date of mailing of such notice. If the Corporation fails to send such
notice to the Auction Agent or if the Corporation does not call such a special
meeting, it may be called by any such Holder on like notice. The record date
for determining the Holders entitled to notice of and to vote at such special
meeting shall be the close of business on the day on which such notice is
mailed or such other day as the Board of Directors shall determine. At any
such special meeting and at each meeting held during a Voting Period, such
Holders of Preferred Stock, voting together as a class (to the exclusion of
the holders of all other securities and classes of capital stock of the
Corporation), shall be entitled to elect the number of directors prescribed in
paragraph 6(b) on a one-vote-per-share basis. At any such meeting or
adjournment thereof in the absence of a quorum, a majority of the Holders of
shares of Preferred Stock, including the Series E Preferred Stock, present in
person or by proxy shall have the power to adjourn the meeting without notice,
other than an announcement at the meeting, until a date not more than 90 days
after the original record date.

         (ii) For purposes of determining any rights of the Holders of the
shares of Preferred Stock, including the Series E Preferred Stock, to vote on
any matter, whether such right is created by these Articles Supplementary, by
the other provisions of the Charter, by statute or otherwise, a share of
Series E Preferred Stock which is not Outstanding shall not be counted.

         (iii) The terms of office of all persons who are directors of the
Corporation at the time of a special meeting of Holders of Preferred Stock,
including the Series E Preferred Stock, to elect directors shall continue,
notwithstanding the election at such meeting by such Holders of the number of
directors that they are entitled to elect, and the persons so elected by such
Holders, together with the two incumbent directors elected by the Holders of
Preferred Stock, including the Series E Preferred Stock, and the remaining
incumbent directors elected by the holders of the Common Stock and Preferred
Stock, shall constitute the duly elected directors of the Corporation.

         (iv) Upon the expiration of a Voting Period, the terms of office of
the additional directors elected by the Holders of Preferred Stock pursuant to
paragraph 6(b) above shall expire at the earliest time permitted by law and
the remaining directors shall constitute the directors of the Corporation and
the voting rights of such Holders of Preferred Stock, including Series E
Preferred Stock, to elect additional directors pursuant to paragraph 6(b)
above shall cease, subject to the provisions of the last sentence of paragraph
6(b). Upon the expiration of the terms of the directors elected by the holders
of Preferred Stock pursuant to paragraph 6(b) above, the number of directors
shall be automatically reduced to the number and composition of directors on
the Board immediately preceding such Voting Period.

         (e) Exclusive Remedy.

         Unless otherwise required by law, the Holders of Series E Preferred
Stock shall not have any rights or preferences other than those specifically
set forth herein. The Holders of Series E Preferred Stock shall have no
preemptive rights or rights to cumulative voting. In the event that the
Corporation fails to pay any dividends on the Series E Preferred Stock, the
exclusive remedy of the Holders shall be the right to vote for directors
pursuant to the provisions of this paragraph 6.

         (f) Notification to Rating Agency.

         In the event a vote of Holders of Preferred Stock is required
pursuant to the provisions of Section 13(a) of the 1940 Act, as long as the
Series E Preferred Stock is rated by a Rating Agency at the request of the
Corporation, the Corporation shall, not later than ten Business Days prior to
the date on which such vote is to be taken, notify each Rating Agency that
such vote is to be taken and the nature of the action with respect to which
such vote is to be taken and, not later than ten Business Days after the date
on which such vote is taken, notify each Rating Agency of the result of such
vote.

7. Liquidation Rights.

         (a) In the event of any liquidation, dissolution or winding up of the
affairs of the Corporation, whether voluntary or involuntary, the Holders of
Series E Preferred Stock shall be entitled to receive out of the assets of the
Corporation available for distribution to stockholders, after claims of
creditors but before any distribution or payment shall be made in respect of
the Common Stock or any other stock of the Corporation ranking junior to the
Series E Preferred Stock as to liquidation payments, a liquidation
distribution in the amount of $25,000.00 per share (the "Liquidation
Preference"), plus an amount equal to all unpaid dividends accumulated to and
including the date fixed for such distribution or payment (whether or not
earned or declared by the Corporation, but excluding interest thereon), and
such Holders shall be entitled to no further participation in any distribution
or payment in connection with any such liquidation, dissolution or winding up.

         (b) If, upon any liquidation, dissolution or winding up of the
affairs of the Corporation, whether voluntary or involuntary, the assets of
the Corporation available for distribution among the Holders of all
Outstanding shares of Series E Preferred Stock, and any other Outstanding
class or series of Preferred Stock ranking on a parity with the Series E
Preferred Stock as to payment upon liquidation, shall be insufficient to
permit the payment in full to such Holders of Series E Preferred Stock of the
Liquidation Preference plus accumulated and unpaid dividends and the amounts
due upon liquidation with respect to such other Preferred Stock, then such
available assets shall be distributed among the Holders of Series E Preferred
Stock and such other Preferred Stock ratably in proportion to the respective
preferential amounts to which they are entitled. Unless and until the
Liquidation Preference plus accumulated and unpaid dividends has been paid in
full to the Holders of shares of Series E Preferred Stock, no dividends or
distributions will be made to holders of shares of the Common Stock or any
other stock of the Corporation ranking junior to the Series E Preferred Stock
as to liquidation.

8. Auction Agent.

         For so long as shares of the Series E Preferred Stock are
Outstanding, the Auction Agent, duly appointed by the Corporation to so act,
shall be in each case a commercial bank, trust company or other financial
institution independent of the Corporation and its Affiliates (which, however,
may engage or have engaged in business transactions with the Corporation or
its Affiliates) and at no time shall the Corporation or any of its Affiliates
act as the Auction Agent in connection with the Auction Procedures. If the
Auction Agent resigns or for any reason its appointment is terminated during
any period that any shares of Series E Preferred Stock are Outstanding, the
Corporation shall use its best efforts promptly thereafter to appoint another
qualified commercial bank, trust company or financial institution to act as
the Auction Agent.

9. Coverage Tests.

         (a) Determination of Compliance.

         For so long as shares of the Series E Preferred Stock are
Outstanding, the Corporation shall make the following determinations:

         (i) Asset Coverage as follows:

         (A) As of each Quarterly Valuation Date, the Corporation shall
determine whether Asset Coverage is met as of that date. In the event the
Corporation determines that it has failed to meet Asset Coverage as of such
Quarterly Valuation date, the Corporation will notify each Rating Agency of
such failure in writing (which notification may be by facsimile or other
electronic means) on or before 5:00 P.M., New York City time, on the fifth
Business Day following the date of such determination.

         (B) The Corporation shall deliver to each Rating Agency an "Asset
Coverage Certificate" which sets forth the determination of paragraph
9(a)(i)(A) above (1) as of the Date of Original Issue and, thereafter, (2) as
of (x) each Quarterly Valuation Date and (y) a Business Day on or before any
Series E Asset Coverage Cure Date following a failure to meet Asset Coverage.
Such Asset Coverage Certificate shall be delivered in the case of clause (1)
on the Date of Original Issue and in the case of clause (2) on or before the
seventh Business Day following such Quarterly Valuation Date or the relevant
Cure Date, as the case may be.

         (ii) Basic Maintenance Amount as follows:

         (A) For so long as the Series E Preferred Stock is rated by Moody's
and/or S&P at the Corporation's request, the Corporation shall maintain, on
each Valuation Date, Eligible Assets having an Adjusted Value at least equal
to the Basic Maintenance Amount, as of such Valuation Date. Upon any failure
to maintain Eligible Assets having an Adjusted Value at least equal to the
Basic Maintenance Amount, the Corporation shall use all commercially
reasonable efforts to re-attain Eligible Assets having an Adjusted Value at
least equal to the Basic Maintenance Amount on or prior to the Basic
Maintenance Amount Cure Date, by altering the composition of its portfolio or
otherwise.

         (B) On or before 5:00 P.M., New York City time, on the fifth Business
Day after a Valuation Date on which the Corporation fails to satisfy the Basic
Maintenance Amount, and on the fifth Business Day after the Basic Maintenance
Amount Cure Date with respect to such Valuation Date, the Corporation shall
complete and deliver to each Rating Agency a Basic Maintenance Report as of
the date of such failure or such Basic Maintenance Amount Cure Date, as the
case may be, which will be deemed to have been delivered to such Rating Agency
if such Rating Agency receives a copy or facsimile or other electronic
transcription or transmission thereof and on the same day the Corporation
mails or sends to such Rating Agency for delivery on the next Business Day the
full Basic Maintenance Report. The Corporation shall also deliver a Basic
Maintenance Report to each Rating Agency as of any Annual Valuation Date, in
each case on or before the fifth Business Day after such day. A failure by the
Corporation to deliver a Basic Maintenance Report pursuant to the preceding
sentence shall be deemed to be delivery of a Basic Maintenance Report
indicating the Discounted Value for all assets of the Corporation is less than
the Basic Maintenance Amount, as of the relevant Valuation Date.

         (C) Within ten Business Days after the date of delivery of a Basic
Maintenance Report in accordance with paragraph 9(a)(ii)(B) relating to any
Annual Valuation Date, the Corporation shall cause the Independent Accountant
to send an Accountant's Confirmation to each Rating Agency with respect to
such Basic Maintenance Report.

         (D) Within ten Business Days after the date of delivery of a Basic
Maintenance Report in accordance with paragraph 9(a)(ii)(B) relating to each,
if any, Valuation Date on which the Corporation failed to satisfy the Basic
Maintenance Amount and the Basic Maintenance Amount Cure Date with respect to
such failure to satisfy the Basic Maintenance Amount, the Corporation shall
cause the Independent Accountant to provide to each Rating Agency an
Accountant's Confirmation as to such Basic Maintenance Report.

         (E) If any Accountant's Confirmation delivered pursuant to paragraph
(C) or (D) of this paragraph 9(a)(ii) does not agree with the Corporation's
calculation of the Basic Maintenance Report for a particular Valuation Date
for which such Accountant's Confirmation was required to be delivered, or
shows that a lower aggregate Discounted Value for the aggregate Eligible
Assets in respect of any Rating Agency than was determined by the Corporation,
the calculation or determination made by such Independent Accountant shall be
final and conclusive and shall be binding on the Corporation, and the
Corporation shall accordingly amend and deliver the Basic Maintenance Report
to the relevant Rating Agency promptly following receipt by the Corporation of
such Accountant's Confirmation.

         (F) On or before 5:00 p.m., New York City time, on the fifth Business
Day after the Date of Original Issue of Series E Preferred Stock, the
Corporation shall complete and deliver to each Rating Agency a Basic
Maintenance Report as of the close of business on such Date of Original Issue.

         (G) On or before 5:00 p.m., New York City time, on the fifth Business
Day after either (1) the Corporation shall have redeemed Series E Preferred
Stock or (2) the ratio of the Discounted Value of Eligible Assets in respect
of any Rating Agency to the Basic Maintenance Amount is less than or equal to
110%, the Corporation shall complete and deliver to each Rating Agency a Basic
Maintenance Report as of the date of either such event.

         (b) Failure to Meet Asset Coverage Requirements.

         If the Corporation fails to have Asset Coverage as provided in
paragraph 9(a)(i)(A) or to have Eligible Assets having an Adjusted Value at
least equal to the Basic Maintenance Amount as provided in paragraph
9(a)(ii)(A) and such failure is not cured by the applicable Cure Date,
Preferred Stock, which at the Corporation's determination (to the extent
permitted by the 1940 Act and Maryland law) may include any proportion of
Series E Preferred Stock, will be subject to mandatory redemption as set forth
in paragraph 3.

         (c) Status of Series E Preferred Stock Called for redemption.

         For purposes of determining whether the requirements of paragraphs
9(a)(i)(A) and 9(a)(ii)(A) hereof are satisfied, (i) no share of the Series E
Preferred Stock or other Preferred Stock shall be deemed to be Outstanding for
purposes of any computation if, prior to or concurrently with such
determination, sufficient Deposit Assets to pay the full Redemption Price for
such share shall have been deposited in trust with the Paying Agent (or
applicable dividend-disbursing agent) and the requisite Notice of Redemption
shall have been given, and (ii) such Deposit Assets deposited with the Paying
Agent (or dividend-disbursing agent) shall not be included.

         (d) Certain Notifications Relating to Market Value.

         In the event the Market Value of an Eligible Asset is determined
pursuant to clause (a)(i) of the definition of Market Value set forth in
paragraph 13, the Corporation shall promptly inform each Rating Agency in
writing (which notice may be by facsimile or other electronic means) of the
basis upon which the Market Value of such Eligible Asset was determined.

10. Certain Other Restrictions.

         (a) For so long as the shares of Series E Preferred are rated by a
Rating Agency at the Corporation's request, the Corporation will not, and will
cause the Adviser not to, (i) knowingly and willfully purchase or sell any
asset for the specific purpose of causing, and with the actual knowledge that
the effect of such purchase or sale will be to cause, the Corporation to have
Eligible Assets having an Adjusted Value as of the date of such purchase or
sale to be less than the Basic Maintenance Amount as of such date, (ii) in the
event that, as of the immediately preceding Valuation Date, the Adjusted Value
of the Corporation's Eligible Assets exceeded the Basic Maintenance Amount by
5% or less, alter the composition of the Corporation's assets in a manner
reasonably expected to reduce the Adjusted Value of the Corporation's Eligible
Assets, unless the Corporation shall have confirmed that, after giving effect
to such alteration, the Adjusted Value of the Corporation's Eligible Assets
exceeded the Basic Maintenance Amount or (iii) declare or pay any dividend or
other distribution on any Common Stock or repurchase any Common Stock, unless
the Corporation shall have confirmed that, after giving effect to such
declaration, other distribution or repurchase, the Corporation continued to
satisfy the requirements of paragraph 9(a)(ii).

         (b) For so long as the shares of Series E Preferred Stock are rated
by any Rating Agency at the Corporation's request, unless the Corporation
shall have received written confirmation from each such Rating Agency, the
Corporation may engage in the lending of its portfolio securities only in an
amount of up to 20% of the Corporation's total assets, provided that the
Corporation receives cash collateral for such loaned securities that is
maintained at all times in an amount equal to at least 100% of the then
current market value of the loaned securities and, if invested, is invested
only in Short-Term Money Market Instruments or in money market mutual funds
meeting the requirements of Rule 2a-7 under the 1940 Act that maintain a
constant $1.00 per share net asset value and treat the loaned securities
rather than the collateral as the assets of the Corporation for purposes of
determining compliance with paragraph 9.

         (c) For so long as the shares of Series E Preferred Stock are rated
by Rating Agency at the Corporation's request, the Corporation shall not
consolidate with, merge into, sell or otherwise transfer all or substantially
all of its assets to another Person or adopt a plan of liquidation of the
Corporation, in each case without providing prior written notification to each
Rating Agency.

11.  Limitation on Incurrence of Additional Indebtedness, Certain Transactions
and Issuance of Additional Preferred Stock

         (a) So long as the shares of Series E Preferred Stock are
Outstanding, the Corporation may issue and sell one or more series of a class
of senior securities of the Corporation representing indebtedness under
Section 18 of the 1940 Act and/or otherwise create or incur indebtedness,
provided that immediately after giving effect to the incurrence of such
indebtedness and to its receipt and application of the proceeds thereof, the
Corporation shall have an "asset coverage" for all senior securities
representing indebtedness, as defined in Section 18(h) of the1940 Act, of at
least 300% of the amount of all indebtedness of the Corporation then
Outstanding and no such additional indebtedness shall have any preference or
priority over any other indebtedness of the Corporation upon the distribution
of the assets of the Corporation upon the distribution of the assets of the
Corporation or in respect of the payment of interest. Any possible liability
resulting from lending and/or borrowing portfolio securities, entering into
reverse repurchase agreements, entering into futures contracts and writing
options, to the extent such transactions are made in accordance with the
investment restrictions of the Corporation then in effect, shall not be
considered to be indebtedness limited by this paragraph 11(a).

         (b) So long as any shares of Series E Preferred Stock are Outstanding
and S&P is rating such Series E Preferred Stock at the Corporation's request,
the Corporation will not, unless it has received written confirmation that any
such transaction would not impair the rating then assigned by S&P to such
Series E Preferred Stock, engage in any one or more of the following
transactions:

                  (i) purchase or sell futures contracts; write, purchase or
sell options on futures contracts; or write put options (except covered put
options) or call options (except covered call options) on securities owned by
the Corporation (collectively, "S&P Hedging Transactions"), except subject to
the following limitations:

                  (A) for each net long or short position in S&P Hedging
Transactions, the Corporation will maintain segregated assets with the
Corporation's custodian or with the counterparty to such S&P Hedging
Transaction an amount of cash or readily marketable securities having a value,
when added to any amounts on deposit with the Corporations's futures
commission merchants or brokers as margin or premium for such position, at
least equal to the market value of the Corporation's potential obligations on
such position, marked-to-market on a daily basis, in each case as and to the
extent required by the applicable rules or orders of the Commission or by
interpretations of the Commission's staff;

                  (B) the Corporation will not engage in any S&P Hedging
Transaction which would cause the Corporation at the time of such transaction
to own or have sold the lesser of (1) outstanding futures contracts, in
aggregate, based on the Standard & Poor's 500 Index, the Dow Jones Industrial
Average, the Russell 2000 Index, the Wilshire 5000 Index, the Nasdaq Composite
Index and the New York Stock Exchange Composite Index (or any component of any
of the forgoing) exceeding in number 50% of the market value of the
Corporation's total assets or (2) outstanding futures contracts based on any
of the aforementioned indices exceeding in number 10% of the average number of
daily traded futures contracts based on such index in the 30 days preceding
the time of effecting such transaction as reported by The Wall Street Journal;

                  (C) the Corporation will engage in closing transactions to
close out any outstanding futures contract which the Corporation owns or has
sold or any outstanding option thereon owned by the Corporation in the event
(1) the Corporation does not have S&P Eligible Assets with an aggregate
Discounted Value equal to or greater than the Basic Maintenance Amount on two
consecutive Valuation Dates and (2) the Corporation is required to pay
variation margin on the second such Valuation Date;

                  (D) the Corporation will engage in a closing transaction to
close out any outstanding futures contract or option thereon at least one week
prior to the delivery date under the terms of the futures contract or option
thereon unless the Corporation holds the securities deliverable under such
terms; and

                  (E) when the Corporation writes a futures contract or option
thereon, either the amount of margin posted by the Corporation (in the case of
a futures contract) or the marked-to-market value of the Corporation's
obligation (in the case of a put option written by the Corporation) shall be
treated as a liability of the Corporation for purposes of calculating the
Basic Maintenance Amount, or, in the event the Corporation writes a futures
contract or option thereon which requires delivery of an underlying security
and the Corporation does not wish to treat its obligations with respect
thereto as a liability for purposes of calculating the Basic Maintenance
Amount, it shall hold such underlying security in its portfolio and shall not
include such security to the extent of such contract or option as an S&P
Eligible Asset.

                  (ii) borrow money, except for the purpose of clearing
securities transactions if (A) the Basic Maintenance Amount would continue to
be satisfied after giving effect to such borrowing and (B) such borrowing (1)
is privately arranged with a bank or other person and is not intended to be
publicly distributed or (2) is for "temporary purposes," and is in an amount
not exceeding 5 percent of the market value of the total assets of the
Corporation at the time of the borrowing; for purposes of the foregoing,
"temporary purposes" means that the borrowing is to be repaid within sixty
days and is not to be extended or renewed;

                  (iii) engage in any short sales of equity securities (other
than short sales against the box) unless the Corporation maintains segregated
assets with the Corporation's custodian in an amount of cash or other readily
marketable securities having a market value, when added to any amounts on
deposit with the Corporation's broker as collateral for its obligation to
replace the securities borrowed and sold short, at least equal to the current
market value of securities sold short, marked-to-market on a daily basis;

                  (iv) utilize any pricing service other than a Pricing
Service or such other pricing service then permitted by S&P; or

                  (v) enter into any reverse repurchase agreement, other than
with a counterparty that is rated at least A-1+ by S&P.

         (c) So long as the shares Series E Preferred Stock are Outstanding,
the Corporation may issue and sell shares of one or more other series of
Preferred Stock constituting a series of a class of senior securities of the
Corporation representing stock under Section 18 of the 1940 Act in addition to
the Series E Preferred Stock and other Preferred Stock then Outstanding,
provided that (i) the Corporation shall, immediately after giving effect to
the issuance of such additional shares of Preferred Stock and to its receipt
and application of the proceeds thereof (including, without limitation, to the
Redemption of Preferred Stock for which a Notice of Redemption has been mailed
prior to such issuance), have an "asset coverage" for all senior securities
which are stock, as defined in Section 18(h) of the 1940 Act, of at least 200%
of the Series E Preferred Stock and all other Preferred Stock of the
Corporation then Outstanding, and (ii) no such additional Preferred Stock
(including any additional Series E Preferred Stock) shall have any preference
or priority over any other Preferred Stock of the Corporation upon the
distribution of the assets of the Corporation or in respect of the payment of
dividends.

12. Termination.

         In the event that no shares of Series E Preferred Stock are
Outstanding, all rights and preferences of such shares established and
designated hereunder shall cease and terminate, and all obligations of the
Corporation under these Articles Supplementary shall terminate.

13. Definitions.

         Unless the context or use indicates another or different meaning or
intent, each of the following terms when used in these Articles Supplementary
shall have the meaning ascribed to it below, whether such term is used in the
singular or plural and regardless of tense:

         "'AA' Financial Composite Commercial Paper Rate" on any date means

                           (i) the interest equivalent of the 7-day rate, in
                  the case of a Dividend Period of seven days or shorter; for
                  Dividend Periods greater than 7 days but fewer than or equal
                  to 31 days, the 30-day rate; for Dividend Periods greater
                  than 31 days but fewer than or equal to 61 days, the 60-day
                  rate; for Dividend Periods greater than 61 days but fewer
                  than or equal to 91 days, the 90 day rate; for Dividend
                  Periods greater than 91 days but fewer than or equal to 270
                  days, the rate described in (ii) below; for Dividend Periods
                  greater than 270 days, the Treasury Index Rate; on
                  commercial paper on behalf of issuers whose corporate bonds
                  are rated "AA" by S&P, or the equivalent of such rating by
                  another nationally recognized rating agency, as announced by
                  the Federal Reserve Bank of New York for the close of
                  business on the Business Day immediately preceding such
                  date; or (ii) if the Federal Reserve Bank of New York does
                  not make available such a rate, then the arithmetic average
                  of the interest equivalent of such rates on commercial paper
                  placed on behalf of such issuers, as quoted on a discount
                  basis or otherwise by the Commercial Paper Dealers to the
                  Auction Agent for the close of business on the Business Day
                  immediately preceding such date (rounded to the next highest
                  .001 of 1%). If any Commercial Paper Dealer does not quote a
                  rate required to determine the "AA" Financial Composite
                  Commercial Paper Rate, such rate shall be determined on the
                  basis of the quotations (or quotation) furnished by the
                  remaining Commercial Paper Dealers (or Dealer), if any, or,
                  if there are no such Commercial Paper Dealers, by the
                  Auction Agent pursuant to instructions from the Corporation.
                  For purposes of this definition, (A) "Commercial Paper
                  Dealers" shall mean (1) Citigroup Capital Markets, Lehman
                  Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith
                  Incorporated and Goldman Sachs & Co.; (2) in lieu of any
                  thereof, its respective Affiliate or successor; and (3) in
                  the event that any of the foregoing shall cease to quote
                  rates for commercial paper of issuers of the sort described
                  above, in substitution therefor, a nationally recognized
                  dealer in commercial paper of such issuers then making such
                  quotations selected by the Corporation, and (B) "interest
                  equivalent" of a rate stated on a discount basis for
                  commercial paper of a given number of days' maturity shall
                  mean a number equal to the quotient (rounded upward to the
                  next higher one-thousandth of 1%) of (1) such rate expressed
                  as a decimal, divided by (2) the difference between (x) 1.00
                  and (y) a fraction, the numerator of which shall be the
                  product of such rate expressed as a decimal, multiplied by
                  the number of days in which such commercial paper shall
                  mature and the denominator of which shall be 360.

         "Accountant's Confirmation" means a letter from an Independent
Accountant delivered to each Rating Agency with respect to certain Basic
Maintenance Reports substantially to the effect that:

         (a) the Independent Accountant has read the Basic Maintenance Report
or Reports prepared by the Administrator during the referenced calendar year
that are referred to in such letter;

         (b) with respect to the issue size compliance, issuer diversification
and industry diversification calculations, such calculations and the resulting
Market Value of the relevant Eligible Assets included in the Reports and the
Adjusted Value of the such Eligible Assets included in the Reports are
numerically correct;

         (c) with respect to the excess or deficiency of the Adjusted Value of
the relevant Eligible Assets included in the Reports when compared to the
Basic Maintenance Amount calculated for such Rating Agency the results of the
calculation set forth in the Reports have been recalculated and are
numerically correct;

         (d) with respect to the Rating Agency ratings on corporate evidences
of indebtedness, convertible corporate evidences of indebtedness and preferred
stock listed in the Reports, that information has been traced and agrees with
the information provided directly or indirectly by the respective Rating
Agencies (in the event such information does not agree or such information is
not listed in the accounting records of the Corporation, the Independent
Accountants will inquire of the Rating Agencies what such information is and
provide a listing in their letter of such differences, if any);

         (e) with respect to issuer name and coupon or dividend rate listed in
the Reports, that information has been traced and agrees with information
listed in the accounting records of the Corporation;

         (f) with respect to issue size listed in the Reports, that
information has been traced and agrees with information provided by a Pricing
Service or such other services as the relevant Rating Agency may authorize
from time to time;

         (g) with respect to the prices (or alternative permissible factors
used in calculating the Market Value as provided by these Articles
Supplementary) provided by the Administrator of the Corporation's assets for
purposes of valuing securities in the portfolio, the Independent Accountant
has traced the price used in the Reports to the price provided by such
Administrator (in accordance with the procedures provided in these Articles
Supplementary) and verified that such information agrees (in the event such
information does not agree, the Independent Accountants will provide a listing
in their letter of such differences); and

         (h) with respect to the description of each security included in the
Reports, the description of the relevant Eligible Assets has been compared to
the definition of such Rating Agency's Eligible Assets contained in these
Articles Supplementary, and the description as appearing in the Reports agrees
with the definition of such Rating Agency's Eligible Assets as described in
these Articles Supplementary.

         Each such letter may state that: (i) such Independent Accountant has
made no independent verification of the accuracy of the description of the
investment securities listed in the Reports or the Market Value of those
securities nor has it performed any procedures other than those specifically
outlined above for the purposes of issuing such letter; (ii) unless otherwise
stated in the letter, the procedures specified therein were limited to a
comparison of numbers or a verification of specified computations applicable
to numbers appearing in the Reports and the schedule(s) thereto; (iii) the
foregoing procedures do not constitute an examination in accordance with
generally accepted auditing standards and the Reports contained in the letter
do not extend to any of the Corporation's financial statements taken as a
whole; (iv) such Independent Accountant does not express an opinion as to
whether such procedures would enable such Independent Accountant to determine
that the methods followed in the preparation of the Reports would correctly
determine the Market Value or Discounted Value of the investment portfolio;
and (v) accordingly, such Independent Accountant expresses no opinion as to
the information set forth in the Reports or in the schedule(s) thereto and
makes no representation as to the sufficiency of the procedures performed for
the purposes of these Articles Supplementary; and such other statements as are
acceptable to the Rating Agencies.

                  Such letter shall also state that the Independent Accountant
is an "independent accountant" with respect to the Corporation within the
meaning of the 1933 Act and the related published rules and regulations
thereunder.

         "Adjusted Value" of each Eligible Asset shall be computed as follows:

                  (a) cash shall be valued at 100% of the face value thereof;
and

                  (b) all other Eligible Assets shall be valued at the
applicable Discounted Value thereof; and

                  (c) each asset that is not an Eligible Asset shall be valued
at zero.

         "Administrator" means the other party to the Administration Agreement
with the Corporation, which shall initially be Gabelli Funds, LLC, a New York
limited liability company, and will include, as appropriate, any
sub-administrator appointed by the Administrator.

         "Advance Rate" means (a) so long as S&P is rating the Series E
Preferred Stock at the Corporation's request, the Advance Rates set forth in
the definition of S&P Rating Factor or (b) any applicable advance rate
established by any Other Rating Agency, whichever is applicable.

         "ADRs" means U.S. dollar-denominated American Depository Receipts.

         "Adviser" means Gabelli Funds, LLC, a New York limited liability
company, or such other Person that is then serving as the investment adviser
of the Corporation.

         "Affiliate" means, with respect to the Auction Agent, any person
known to the Auction Agent to be controlled by, in control of or under common
control with the Corporation; provided, however, that no Broker-Dealer
controlled by, in control of or under common control with the Corporation
shall be deemed to be an Affiliate nor shall any corporation or any Person
controlled by, in control of or under common control with such corporation,
one of the directors or executive officers of which is a director of the
Corporation be deemed to be an Affiliate solely because such director or
executive officer is also a director of the Corporation.

         "All Hold Rate" means 80% of the "AA" Financial Composite Commercial
Paper Rate.

         "Annual Valuation Date" means the Valuation Date each calendar year
so designated by the Corporation, commencing in the calendar year 2003.

         "Applicable Rate" means, with respect to the Series E Preferred
Stock, for each Dividend Period (i) if Sufficient Clearing Bids exist for the
Auction in respect thereof, the Winning Bid Rate, (ii) if Sufficient Clearing
Orders do not exist for the Auction in respect thereof, or an Auction does not
take place with respect to such Dividend Period because of the commencement of
a Default Period, the Maximum Rate and (iii) if all shares of Series E
Preferred Stock are the subject of Submitted Hold Orders for the Auction in
respect thereof, the All Hold Rate.

         "Asset Coverage" means asset coverage, as determined in accordance
with Section 18(h) of the 1940 Act, of at least 200% with respect to all
outstanding senior securities of the Corporation which are stock, including
all Outstanding shares of Series E Preferred Stock (or such other asset
coverage as may in the future be specified in or under the 1940 Act as the
minimum asset coverage for senior securities which are stock of a closed-end
investment company as a condition of declaring dividends on its common stock),
determined on the basis of values calculated as of a time within 48 hours (not
including Saturdays, Sundays or holidays) next preceding the time of such
determination.

         "Asset Coverage Certificate" means the certificate required to be
delivered by the Corporation pursuant to paragraph 9(a)(i)(B) of Article I of
these Articles Supplementary.

         "Auction" means each periodic operation of the Auction Procedures.

         "Auction Agent" means The Bank of New York unless and until another
commercial bank, trust company, or other financial institution appointed by a
resolution of the Board of Directors enters into an agreement with the
Corporation to follow the Auction Procedures for the purpose of determining
the Applicable Rate.

         "Auction Date" means the last day of the initial Dividend Period and
each seventh day after the immediately preceding Auction Date; provided,
however, that if any such seventh day is not a Business Day, such Auction Date
shall be the first preceding day that is a Business Day and the next Auction
Date, if for a Standard Dividend Period, shall (subject to the same
advancement procedure) be the seventh day after the date that the preceding
Auction Date would have been if not for the advancement procedure; provided
further, however, that the Auction Date for the Auction at the conclusion of
any Special Dividend Period shall be the last Business Day in such Special
Dividend Period and that no more than one Auction shall be held during any
Dividend Period; provided further, however, that the Auction Date following a
Default Period shall be the last Business Day in the Standard Dividend Period
that commenced during such Default Period. Notwithstanding the foregoing, in
the event an auction is not held because an unforeseen event or unforeseen
events cause a day that otherwise would have been an Auction Date not to be a
Business Day, then the length of the then current dividend period will be
extended by seven days (or a multiple thereof if necessary because of such
unforeseen event or events).

         "Auction Procedures" means the procedures for conducting Auctions as
set forth in Article II of these Articles Supplementary.

         "Basic Maintenance Amount" means, with respect to the Series E
Preferred Stock, as of any Monthly Valuation Date, the dollar amount equal to
(a) the sum of (i) the product of the number of shares of each class or series
of Preferred Stock Outstanding on such Valuation Date multiplied, in the case
of each such series or class, by the per share Liquidation Preference
applicable to each such series or class; (ii) to the extent not included in
(i) the aggregate amount of cash dividends (whether or not earned or declared)
that will have accumulated for each Outstanding share of Preferred Stock from
the most recent applicable dividend payment date to which dividends have been
paid or duly provided for (or, in the event the Basic Maintenance Amount is
calculated on a date prior to the initial Dividend Payment Date with respect
to a class or series of the Preferred Stock, then from the Date of Original
Issue of such shares) through the Valuation Date plus all dividends to
accumulate on the Preferred Stock then Outstanding during the 70 days
following such Valuation Date or, if less, during the number of days following
such Valuation Date that shares of Preferred Stock called for redemption are
scheduled to remain Outstanding at the applicable rate or default rate then in
effect with respect to such shares; (iii) the Corporation's other liabilities
due and payable as of such Valuation Date (except that dividends and other
distributions payable by the Corporation on Common Stock shall not be included
as a liability) and such liabilities projected to become due and payable by
the Corporation during the 90 days following such Valuation Date (excluding
liabilities for investments to be purchased and for dividends and other
distributions not declared as of such Valuation Date); and (iv) any current
liabilities of the Corporation as of such Valuation Date to the extent not
reflected in (or specifically excluded by) any of (a)(i) through (a)(iii)
(including, without limitation, and immediately upon determination, any
amounts due and payable by the Corporation pursuant to reverse repurchase
agreements and any payables for assets purchased as of such Valuation Date)
less (b) (i) the Adjusted Value of any of the Corporation's assets or (ii) the
face value of any of the Corporation's assets if, in the case of both (b)(i)
and (b)(ii), such assets are either cash or evidences of indebtedness which
mature prior to or on the date of redemption or repurchase of shares of
Preferred Stock or payment of another liability and are either U.S. Government
Obligations or evidences of indebtedness which have a rating assigned by
Moody's of at least Aaa, P-1, VMIG-1 or MIG-1 or by S&P of at least AAA, SP-1+
or A-1+, and are irrevocably held by the Corporation's custodian bank in a
segregated account or deposited by the Corporation with the dividend-
disbursing agent or Paying Agent, as the case may be, for the payment of the
amounts needed to redeem or repurchase Preferred Stock subject to redemption
or repurchase or any of (a)(ii) through (a)(iv); and provided that in the
event the Corporation has repurchased Preferred Stock and irrevocably
segregated or deposited assets as described above with its custodian bank, the
dividend-disbursing agent or Paying Agent for the payment of the repurchase
price the Corporation may deduct 100% of the Liquidation Preference of such
Preferred Stock to be repurchased from (a) above. Basic Maintenance Amount
shall, for the purposes of these Articles Supplementary, have a correlative
meaning with respect to any other class or series of Preferred Stock.

         "Basic Maintenance Amount Cure Date" means, with respect to the
Series E Preferred Stock, 10 Business Days following a Valuation Date, such
date being the last day upon which the Corporation's failure to comply with
paragraph 9(a)(ii)(A) of Article I of these Articles Supplementary could be
cured, and shall, for the purposes of these Articles Supplementary, have a
correlative meaning with respect to any other class or series of Preferred
Stock.

         "Basic Maintenance Test" means, with respect to the Series E
Preferred Stock, a test which is met if the lower of the aggregate Discounted
Values of the Moody's Eligible Assets or the S&P Eligible Assets if both
Moody's and S&P are then rating the Series E Preferred Stock at the request of
the Corporation, or the Eligible Assets of whichever of Moody's or S&P is then
doing so if only one of Moody's or S&P is then rating the Series E Preferred
Stock at the request of the Corporation, meets or exceeds the Basic
Maintenance Amount.

         "Basic Maintenance Report" or "Report" means, with respect to the
Series E Preferred Stock, a report prepared by the Administrator which sets
forth, as of the related Monthly Valuation Date, (i) Moody's Eligible Assets
and S&P Eligible Assets sufficient to meet or exceed the Basic Maintenance
Amount, (ii) the Market Value and Discounted Value thereof (seriatim and in
the aggregate), and(iii) the Basic Maintenance Amount, and shall, for (iv) the
net asset value of the Corporation. Such report will also include (A) the
month-end closing price for the Common Stock of the Corporation (B) the
monthly total-return per Common Stock, which will be determined based upon
month-end closing share prices, assuming reinvestment of all dividends paid
during such month and (C) the total leverage position of the Corporation. For
the purposes of these Articles Supplementary, "Basic Maintenance Report" or
"Report" shall have a correlative meaning with respect to any other class or
series of Preferred Stock.

         "Beneficial Owner," with respect to the shares of Series E Preferred
Stock, means a customer of a Broker-Dealer who is listed on the records of
that Broker-Dealer (or, if applicable, the Auction Agent) as a holder of
Series E Preferred Stock.

         "Bid" has the meaning set forth in paragraph 2(a) of Article II of
these Articles Supplementary.

         "Bidder" has the meaning set forth in paragraph 2(a) of Article II of
these Articles Supplementary, provided however that neither the Corporation
nor any Affiliate shall be permitted to be Bidder in an Auction.

         "Board of Directors" or "Board" means the Board of Directors of the
Corporation or any duly authorized committee thereof as permitted by
applicable law.

         "Broker-Dealer" means any broker-dealer or broker-dealers, or other
entity permitted by law to perform the functions required of a Broker-Dealer
by the Auction Procedures, that has been selected by the Corporation and has
entered into a Broker-Dealer Agreement that remains effective.

         "Broker-Dealer Agreement" means an agreement between the Auction
Agent and a Broker-Dealer, pursuant to which such Broker-Dealer agrees to
follow the Auction Procedures.

         "Business Day" means a day on which the New York Stock Exchange is
open for trading and which is not a Saturday, Sunday or other day on which
banks in The City of New York, New York are authorized or obligated by law to
close.

         "Charter" means the Articles of Incorporation of the Corporation, as
amended or supplemented (including these Articles Supplementary), as filed
with the State Department of Assessments and Taxation of the State of
Maryland.

         "Commission" means the Securities and Exchange Commission.

         "Common Stock" means the shares of the Corporation's common stock,
par value $.001 per share.

         "Corporation" means The Gabelli Equity Trust Inc., a Maryland
corporation.

         "Cure Date" has the meaning set forth in paragraph 3(a)(ii) of
Article I of these Articles Supplementary.

         "Date of Original Issue" means [__], 2003, and, for the purposes of
these Articles Supplementary, shall mean with respect to any other class or
series of Preferred Stock the date upon which shares of such class or series
are first issued.

         "Default" means a Dividend Default or a Redemption Default.

         "Default Period" means a Dividend Default or a Redemption Default.

         "Default Rate" has the meaning set forth in paragraph 2(c)(iii) of
Article I of these Articles Supplementary.

         "Deposit Assets" means cash, Short-Term Money Market Instruments and
U.S. Government Obligations. Except for determining whether the Corporation
has Eligible Assets with an Adjusted Value equal to or greater than the Basic
Maintenance Amount, each Deposit Asset shall be deemed to have a value equal
to its principal or face amount payable at maturity plus any interest payable
thereon after delivery of such Deposit Asset but only if payable on or prior
to the applicable payment date in advance of which the relevant deposit is
made.

         "Discount Factor" means (a) so long as Moody's is rating the Series E
Preferred Stock at the Corporation's request, the Moody's Discount Factor, (b)
so long as S&P is rating the Series E Preferred Stock at the Corporation's
request, the S&P Discount Factor, and/or (c) any applicable discount factor
established by any Other Rating Agency, whichever is applicable.

         "Discounted Value" means, as applicable, (a) the quotient of the
Market Value of an Eligible Asset divided by the applicable Discount Factor or
(b) such other formula for determining the discounted value of an Eligible
Asset as may be established by an applicable Rating Agency, provided, in
either case that with respect to an Eligible Asset that is currently callable,
Discounted Value will be equal to the applicable quotient or product as
calculated above or the call price, whichever is lower, and that with respect
to an Eligible Asset that is prepayable, Discounted Value will be equal to the
applicable quotient or product as calculated above or the par value, whichever
is lower.

         "Dividend Default" has the meaning set forth in paragraph 2(c)(ii) of
Article I of these Articles Supplementary.

         "Dividend Payment Date" means with respect to the Series E Preferred
Stock, any date on which dividends declared by the Board of Directors thereon
are payable pursuant to the provisions of paragraph 2(b) of Article I of these
Articles Supplementary and shall for the purposes of these Articles
Supplementary have a correlative meaning with respect to any other class or
series of Preferred Stock.

         "Dividend Period" means, with respect to Series E Preferred Stock,
the initial period determined in the manner set forth under "Designation"
above, and thereafter, the period commencing on the Business Day following
each Auction Date and ending on the next Auction Date or, if such next Auction
Date is not immediately followed by a Business Day, on the latest day prior to
the next succeeding Business Day, and shall, for the purposes of these
Articles Supplementary, have a correlative meaning with respect to any other
class or series of Preferred Stock.

         "Eligible Assets" means Moody's Eligible Assets (if Moody's is then
rating the Series E Preferred Stock at the request of the Corporation), S&P
Eligible Assets (if S&P is then rating the Series E Preferred Stock at the
request of the Corporation), and/or Other Rating Agency Eligible Assets,
whichever is applicable.

         "Holder" means, with respect to the Preferred Stock, including the
Series E Preferred Stock, the registered holder of such shares as the same
appears on the stock ledger or stock records of the Corporation or records of
the Auction Agent, as the case may be.

         "Independent Accountant" means a nationally recognized accountant, or
firm of accountants, that is with respect to the Corporation an independent
public accountant or firm of independent public accountants under the 1933
Act.

         "Industry Classification" means a six-digit industry classification
in the Standard Industry Classification system published by the United States.

         "Liquidation Preference" shall, with respect to each share of Series
E Preferred Stock, have the meaning set forth in paragraph 7(a) of Article I
of these Articles Supplementary and shall, for the purposes of these Articles
Supplementary, have a correlative meaning with respect to any other class or
series of Preferred Stock.

         "Mandatory Redemption Date" has the meaning set forth in paragraph
3(a)(iii) of Article I of these Articles Supplementary.

         "Market Value" means the amount determined by the Corporation with
respect to specific Eligible Assets in accordance with valuation policies
adopted from time to time by the Board of Directors as being in compliance
with the requirements of the 1940 Act.

                  Notwithstanding the foregoing, "Market Value" may, at the
option of the Corporation with respect to any of its assets, mean the amount
determined with respect to specific Eligible Assets of the Corporation in the
manner set forth below:

                  (a) as to any common or preferred stock which is an Eligible
Asset, (i) if the stock is traded on a national securities exchange or quoted
on the Nasdaq System, the last sales price reported on the Valuation Date or,
(ii) if there was no such reported sales price on the Valuation Date, the
price reported by a recognized pricing service or (iii) if there was no such
pricing service report, the lower of two bid prices for such stock provided to
the Administrator by two recognized securities dealers with minimum
capitalizations of $25,000,000 (or otherwise approved for such purpose by
Moody's and S&P) or by one such securities dealer and any other source
(provided that the utilization of such source would not adversely affect
Moody's and S&P's then-current rating of the Series E Preferred Stock), at
least one of which shall be provided in writing or by telecopy, telex, other
electronic transcription, computer obtained quotation reducible to written
form or similar means, and in turn provided to the Corporation by any such
means by such Administrator, or, if two bid prices cannot be obtained, such
Eligible Asset shall have a Market Value of zero;

                  (b) as to any U.S. Government Obligation, Short-Term Money
Market Instrument (other than demand deposits, federal funds, bankers'
acceptances and next Business Day repurchase agreements) and commercial paper,
with a maturity of greater than 60 days, the product of (i) the principal
amount (accreted principal to the extent such instrument accretes interest) of
such instrument, and (ii) the lower of the bid prices for the same kind of
instruments having, as nearly as practicable, comparable interest rates and
maturities provided by two recognized securities dealers having minimum
capitalization of $25,000,000 (or otherwise approved for such purpose by
Moody's and S&P) or by one such dealer and any other source (provided that the
utilization of such source would not adversely affect Moody's and S&P's
then-current rating of the Series E Preferred Stock) to the Administrator, at
least one of which shall be provided in writing or by telecopy, telex, other
electronic transcription, computer obtained quotation reducible to written
form or similar means, and in turn provided to the Corporation by any such
means by such Administrator, or, if two bid prices cannot be obtained, such
Eligible Asset will have a Market Value of zero;

                  (c) as to cash, demand or time deposits, federal funds,
bankers' acceptances and next Business Day repurchase agreements included in
Short-Term Money Market Instruments, the face value thereof;

                  (d) as to any U.S. Government Obligation, Short-Term Money
Market Instrument or commercial paper with a maturity of 60 days or fewer,
amortized cost unless the Board of Directors determines that such value does
not constitute fair value;

                  (e) as to any other evidence of indebtedness which is an
Eligible Asset, (i) the product of (A) the unpaid principal balance of such
indebtedness as of the Valuation Date and (B)(1) if such indebtedness is
traded on a national securities exchange or quoted on the Nasdaq System, the
last sales price reported on the Valuation Date or (2) if there was no
reported sales price on the Valuation Date or if such indebtedness is not
traded on a national securities exchange or quoted on the Nasdaq System, the
lower of two bid prices for such indebtedness provided by two recognized
dealers with a minimum capitalization of $25,000,000 (or otherwise approved
for such purpose by Moody's and S&P) or by one such dealer and any other
source (provided that the utilization of such source would not adversely
affect Moody's and S&P's then-current rating of the Series E Preferred Stock)
to the Administrator, at least one of which shall be provided in writing or by
telecopy, telex, other electronic transcription, computer obtained quotation
reducible to written form or similar means, and in turn provided to the
Corporation by any such means by such Administrator, plus (ii) accrued
interest on such indebtedness.

         "Maximum Rate" means, on any date on which the Applicable Rate is
determined, the applicable percentage of (i) in the case of a dividend period
of 184 days or less, the "AA" Financial Composite Commercial Paper Rate on the
date of such Auction determined as set forth below based on the lower of the
credit ratings assigned to the Series E Preferred by Moody's and S&P subject
to upward but not downward adjustment in the discretion of the Board of
Directors after consultation with the Broker-Dealers; provided that
immediately following any such increase the Corporation would be in compliance
with the Basic Maintenance Amount or (ii) in the case of a dividend period of
longer than 184 days, the Treasury Index Rate.

<TABLE>
<CAPTION>

     Moody's Credit Rating                  S&P Credit Rating                  Applicable Percentage
--------------------------------     --------------------------------    ---------------------------------
<S>                                          <C>                                       <C>
Aa3 or higher                                 AA- or higher                            150%
A3 to A1                                      A- to A+                                 175%
Baa3 to Baa1                                  BBB- to BBB+                             250%
Below Baa3                                    Below BBB-                               275%
</TABLE>

         "Monthly Valuation Date" means the last Valuation Date for each
Month.

         "Moody's" means Moody's Investors Service, Inc. and its successors at
law.

         "Moody's Discount Factor" means, with respect to a Moody's Eligible
Asset specified below, the following applicable number:

<TABLE>
<CAPTION>


                                                                                           Moody's
Type of Moody's Eligible Asset:                                                         Discount Factor:
------------------------------                                                          ---------------

<S>                                                                                                  <C>
Short Term Money Market Instruments (other than U.S. Government Obligations
set forth below) and other commercial paper:

     U.S. Treasury Securities with final maturities that are less
     than or equal to 60 days........................................                                1.00
     Demand or time deposits, certificates of deposit and bankers'
     acceptances includible in Moody's Short Term Money Market
     Instruments.....................................................                                1.00
     Commercial paper rated P-1 by Moody's maturing in 30 days
     or less.........................................................                                1.00
     Commercial paper rated P-1 by Moody's maturing in more
     than 30 days but in 270 days or less............................                                1.15
     Commercial paper rated A-1+ by S&P maturing in 270 days
     or less.........................................................                                1.25
     Repurchase obligations includible in Moody's Short Term
     Money Market Instruments if term is less than 30 days and
     counterparty is rated at least A2...............................                                1.00
     Other repurchase obligations....................................           Discount Factor applicable to
                                                                                   the underlying assets
U.S. Common Stocks and Common Stocks of foreign issuers for
which ADRs are traded................................................                                3.00
         Utility.....................................................                                1.70
         Industrial..................................................                                2.64
         Financial...................................................                                2.41
         Transportation..............................................                                3.40
Common Stocks of foreign issuers (in existence for at least five
years) for which no ADRs are traded..................................                                4.00
Convertible Preferred Stocks.........................................                                3.00
Preferred stocks:
     Auction rate preferred stocks
         Cumulative..................................................                                3.50
         Non-Cumulative..............................................                                3.60
     Other preferred stocks issued by issuers in the financial and
     industrial industries
         Cumulative..................................................                                1.97
         Non-Cumulative..............................................                                2.07
     Other preferred stocks issued by issuers in the utilities
     industry
         Cumulative..................................................                                1.55
         Non-Cumulative..............................................                                1.65
U.S. Government Obligations (other than U.S. Treasury Securities Strips set
forth below) with remaining terms to maturity of:
     1 year or less..................................................                                1.04
     2 years or less.................................................                                1.09
     3 years or less.................................................                                1.12
     4 years or less.................................................                                1.15
     5 years or less.................................................                                1.18
     7 years of less.................................................                                1.21
     10 years or less................................................                                1.24
     15 years or less................................................                                1.25
     20 years or less................................................                                1.26
     30 years or less................................................                                1.26
U.S. Treasury Securities Strips with remaining terms to maturity of:
            1 year or less...........................................                                1.04
            2 years or less..........................................                                1.10
            3 years or less..........................................                                1.14
            4 years or less..........................................                                1.18
            5 years or less..........................................                                1.21
            7 years or less..........................................                                1.27
            10 years or less.........................................                                1.34
            15 years or less.........................................                                1.45
            20 years or less.........................................                                1.54
            30 years or less.........................................                                1.66
Corporate Debt:
     Non-convertible corporate debt rated at least Aaa1 with remaining terms
     to maturity of:
         1 year or less..............................................                                1.09
         2 years or less.............................................                                1.15
         3 years or less.............................................                                1.20
         4 years or less.............................................                                1.26
         5 years or less.............................................                                1.32
         7 years or less.............................................                                1.39
         10 years or less............................................                                1.45
         15 years or less............................................                                1.50
         20 years or less............................................                                1.50
         30 years or less............................................                                1.50
     Non-convertible corporate debt rated at least Aa3 with remaining terms to
     maturity of:
         1 year or less..............................................                                1.12
         2 years of less.............................................                                1.18
         3 years or less.............................................                                1.23
         4 years or less.............................................                                1.29
         5 years or less.............................................                                1.35
         7 years or less.............................................                                1.43
         10 years or less............................................                                1.50
         15 years or less............................................                                1.55
         20 years or less............................................                                1.55
         30 years or less............................................                                1.55
     Non-convertible corporate debt rated at least A3 with remaining terms to
     maturity of:
         1 year or less..............................................                                1.15
         2 years or less.............................................                                1.22
         3 years or less.............................................                                1.27
         4 years or less.............................................                                1.33
         5 years or less.............................................                                1.39
         7 years or less.............................................                                1.47
         10 years or less............................................                                1.55
         15 years or less............................................                                1.60
         20 years or less............................................                                1.60
         30 years or less............................................                                1.60
     Non-convertible corporate debt rated at least Baa3 with remaining terms
     of maturity of:
         1 year or less..............................................                                1.18
         2 years or less.............................................                                1.25
         3 years or less.............................................                                1.31
         4 years or less.............................................                                1.38
         5 years or less.............................................                                1.44
         7 years or less.............................................                                1.52
         10 years or less............................................                                1.60
         15 years or less............................................                                1.65
         20 years or less............................................                                1.65
         30 years or less............................................                                1.65
     Non-convertible corporate debt rated at least Ba3 with remaining terms of
     maturity of:
         1 year or less..............................................                                1.37
         2 years or less.............................................                                1.46
         3 years or less.............................................                                1.53
         4 years or less.............................................                                1.61
         5 years or less.............................................                                1.68
         7 years or less.............................................                                1.79
         10 years or less............................................                                1.89
         15 years or less............................................                                1.96
         20 years or less............................................                                1.96
         30 years or less............................................                                1.96
     Non-convertible corporate debt rated at least B1 and B2 with remaining
     terms of maturity of:
         1 year or less..............................................                                1.50
         2 years or less.............................................                                1.60
         3 years or less.............................................                                1.68
         4 years or less.............................................                                1.76
         5 years or less.............................................                                1.85
         7 years or less.............................................                                1.97
         10 years or less............................................                                2.08
         15 years or less............................................                                2.16
         20 years or less............................................                                2.28
         30 years or less............................................                                2.29
Convertible corporate debt securities rated at least Aa3 issued by the
following type of issuers:
     Utility.........................................................                                1.67
     Industrial......................................................                                2.61
     Financial.......................................................                                2.38
     Transportation..................................................                                2.65
Convertible corporate debt securities rated at least A3 issued by the
following type of issuers:
     Utility.........................................................                                1.72
     Industrial......................................................                                2.66
     Financial.......................................................                                2.43
     Transportation..................................................                                2.75
Convertible corporate debt securities rated at least Baa3 issued by the
following type of issuers:
     Utility.........................................................                                1.88
     Industrial......................................................                                2.82
     Financial.......................................................                                2.59
     Transportation..................................................                                2.85
Convertible corporate debt securities rated at least Ba3 issued by the
following type of issuers:
     Utility.........................................................                                1.95
     Industrial......................................................                                2.90
     Financial.......................................................                                2.65
     Transportation..................................................                                2.90
Convertible corporate debt securities rated at least B2 issued by the
following type of issuers:
     Utility.........................................................                                1.98
     Industrial......................................................                                2.93
     Financial.......................................................                                2.70
     Transportation..................................................                                2.95

</TABLE>

     "Moody's Eligible Assets" means:

         (a) cash (including, for this purpose, receivables for investments
sold to a counterparty whose senior debt securities are rated at least Baa3 by
Moody's or a counterparty approved by Moody's and payable within five Business
Days following such Valuation Date and dividends and interest receivable
within 49 days on investments);

         (b) Short-Term Money Market Instruments;

         (c) commercial paper that is not includible as a Short-Term Money
Market Instrument having on the Valuation Date a rating from Moody's of at
least P-1 and maturing within 270 days;

         (d) preferred stocks (i) which either (A) are issued by issuers whose
senior debt securities are rated at least Baa1 by Moody's or (B) are rated at
least Baa3 by Moody's or (C) in the event an issuer's senior debt securities or
preferred stock is not rated by Moody's, which either (1) are issued by an
issuer whose senior debt securities are rated at least A- by S&P or (2) are
rated at least A- by S&P and for this purpose have been assigned a Moody's
equivalent rating of at least Baa3, (ii) of issuers which have (or, in the case
of issuers which are special purpose corporations, whose parent companies have)
common stock listed on the New York Stock Exchange, the American Stock Exchange
or the Nasdaq National Market System, (iii) which have a minimum issue size
(when taken together with other of the issuer's issues of similar tenor) of
$50,000,000, (iv) which have paid cash dividends consistently during the
preceding three-year period (or, in the case of new issues without a dividend
history, are rated at least A1 by Moody's or, if not rated by Moody's, are rated
at least AA- by S&P), (v) which pay cumulative cash dividends in U.S. dollars,
(vi) which are not convertible into any other class of stock and do not have
warrants attached, (vii) which are not issued by issuers in the transportation
industry and (viii) in the case of auction rate preferred stocks, which are
rated at least Aa3 by Moody's, or if not rated by Moody's, AAA by S&P, AAA by
Fitch or are otherwise approved in writing by Moody's and have never had a
failed auction; provided, however, that for this purpose the aggregate Market
Value of the Company's holdings of any single issue of auction rate preferred
stock shall not be more than 1% of the Corporation's total assets.

         (e) common stocks (i) (A) which are traded on a nationally recognized
stock exchange or in the over-the-counter market, (B) if cash dividend paying,
pay cash dividends in U.S. dollars and (C) which may be sold without restriction
by the Corporation; provided, however, that (y) common stock which, while a
Moody's Eligible Asset owned by the Corporation, ceases paying any regular cash
dividend will no longer be considered a Moody's Eligible Asset until 71 days
after the date of the announcement of such cessation, unless the issuer of the
common stock has senior debt securities rated at least A3 by Moody's and (z) the
aggregate Market Value of the Corporation's holdings of the common stock of any
issuer in excess of 4% in the case of utility common stock and 6% in the case of
non-utility common stock of the aggregate Market Value of the Corporation's
holdings shall not be Moody's Eligible Assets, (ii) which are securities
denominated in any currency other than the U.S. dollar or securities of issuers
formed under the laws of jurisdictions other than the United States, its states
and the District of Columbia for which there are ADRs or their equivalents which
are traded in the United States on exchanges or over-the-counter and are issued
by banks formed under the laws of the United States, its states or the District
of Columbia or (iii) which are securities of issuers formed under the laws of
jurisdictions other than the United States (and in existence for at least five
years) for which no ADRs are traded; provided, however, that the aggregate
Market Value of the Corporation's holdings of securities denominated in
currencies other than the U.S. dollar and ADRs in excess of (A) 6% of the
aggregate Market Value of the Outstanding shares of common stock of such issuer
thereof or (B) in excess of 10% of the Market Value of the Corporation's Moody's
Eligible Assets with respect to issuers formed under the laws of any single such
non-U.S. jurisdiction other than Australia, Belgium, Canada, Denmark, Finland,
France, Germany, Ireland, Italy, Japan, the Netherlands, New Zealand, Norway,
Spain, Sweden, Switzerland and the United Kingdom, shall not be a Moody's
Eligible Asset;

         (f) ADR securities, based on the following guidelines: (i) Sponsored
ADR program or (ii) Level II or Level III ADRs. Private placement Rule 144A
ADRs are not eligible for collateral consideration. Global GDR programs will
be evaluated on a case by case basis;

         (g) U.S. Government Obligations;

         (h) corporate evidences of indebtedness (i) which may be sold without
restriction by the Corporation which are rated at least B3 (Caa subordinate)
by Moody's (or, in the event the security is not rated by Moody's, the
security is rated at least BB- by S&P and which for this purpose is assigned a
Moody's equivalent rating of one full rating category lower), with such rating
confirmed on each Valuation Date, (ii) which have a minimum issue size of at
least (A) $100,000,000 if rated at least Baa3 or (B) $50,000,000 if rated B or
Ba3, (iii) which are not convertible or exchangeable into equity of the
issuing corporation and have a maturity of not more than 30 years and (iv) for
which, if rated below Baa3 or not rated, the aggregate Market Value of the
Company's holdings do not exceed 10% of the aggregate Market Value of any
individual issue of corporate evidences of indebtedness calculated at the time
of original issuance; and

         (i) convertible corporate evidences of indebtedness (i) which are
issued by issuers whose senior debt securities are rated at least B2 by Moody's
(or, in the event an issuer's senior debt securities are not rated by Moody's,
which are issued by issuers whose senior debt securities are rated at least BB
by S&P and which for this purpose is assigned a Moody's equivalent rating of one
full rating category lower), (ii) which are convertible into common stocks which
are traded on the New York Stock Exchange or the American Stock Exchange or are
quoted on the Nasdaq National Market System and (iii) which, if cash dividend
paying, pay cash dividends in U.S. dollars; provided, however, that once
convertible corporate evidences of indebtedness have been converted into common
stock, the common stock issued upon conversion must satisfy the criteria set
forth in clause (e) above and other relevant criteria set forth in this
definition in order to be a Moody's Eligible Asset; provided, however, that the
Corporation's investments in auction rate preferred stocks described in clause
(d) above shall be included in Moody's Eligible Assets only to the extent that
the aggregate Market Value of such stocks does not exceed 10% of the aggregate
Market Value of all of the Corporation's investments meeting the criteria set
forth in clauses (a) through (g) above less the aggregate Market Value of those
investments excluded from Moody's Eligible Assets pursuant to the paragraph
appearing after clause (i) below; and

         (j) no assets which are subject to any lien or irrevocably deposited
by the Corporation for the payment of amounts needed to meet the obligations
described in clauses (a)(i) through (a)(iv) of the definition of "Basic
Maintenance Amount" may be includible in Moody's Eligible Assets.

     Notwithstanding anything to the contrary in the preceding clauses
(a)-(j), the Corporation's investment in preferred stock, common stock,
corporate evidences of indebtedness and convertible corporate evidences of
indebtedness shall not be treated as Moody's Eligible Assets except to the
extent they satisfy the following diversification requirements (utilizing
Moody's Industry and Sub-industry Categories) with respect to the Market Value
of the Corporation's holdings:

Issuer:


                                Non-Utility                     Utility
                               Maximum Single                Maximum Single
Moody's Rating(1)(2)            Issuer(3)(4)                  Issuer(3)(4)
--------------------            ------------                  ------------
Aaa                                     100%                          100%
Aa                                       20%                           20%
A                                        10%                           10%
CS/CB, Baa(5)                             6%                            4%
Ba                                        4%                            4%
B1/B2                                     3%                            3%
B3 or lower                               2%                            2%





Industry and State:

<TABLE>
<CAPTION>
                                                                   Utility
                                        Non-Utility                 Maximum                  Utility
                                       Maximum Single             Single Sub-             Maximum Single
Moody's Rating(1)                       Industry(3)             Industry(3)(6)               State(3)
-----------------                       -----------             --------------               --------
<S>                                           <C>                       <C>                      <C>
Aaa                                           100%                      100%                     100%
Aa                                             60%                       60%                      20%
A                                              40%                       50%                      10%(7)
CS/CB, Baa(5)                                  20%                       50%                       7%(7)
Ba                                             12%                       12%                       0%
B1/B2                                           8%                        8%                       0%
B3 or lower                                     5%                        5%                       0%
</TABLE>

______________

(1)  Unless conclusions regarding liquidity risk as well as estimates of both
     the probability and severity of default for the Corporation's assets can
     be derived from other sources, securities rated below B by Moody's and
     unrated securities, which are securities rated by neither Moody's, S&P
     nor Fitch, are limited to 10% of Moody's Eligible Assets. If a corporate,
     municipal or other debt security is unrated by Moody's, S&P or Fitch, the
     Corporation will use the percentage set forth under "B3 or lower" in this
     table. Ratings assigned by S&P or Fitch are generally accepted by Moody's
     at face value. However, adjustments to face value may be made to
     particular categories of credits for which the S&P and/or Fitch rating
     does not seem to approximate a Moody's rating equivalent.

(2)  Corporate evidences of indebtedness from issues ranging $50,000,000 to
     $100,000,000 are limited to 20% of Moody's Eligible Assets.

(3)  The referenced percentages represent maximum cumulative totals only for
     the related Moody's rating category and each lower Moody's rating
     category.

(4)  Issuers subject to common ownership of 25% or more are considered as one
     name.

(5)  CS/CB refers to common stock and convertible corporate evidences of
     indebtedness, which are diversified independently from the rating level.

(6)  In the case of utility common stock, utility preferred stock, utility
     evidences of indebtedness and utility convertible evidences of
     indebtedness, the definition of industry refers to sub-industries
     (electric, water, hydro power, gas, diversified). Investments in other
     sub-industries are eligible only to the extent that the combined sum
     represents a percentage position of the Moody's Eligible Assets less than
     or equal to the percentage limits in the diversification tables above.

(7)  Such percentage shall be 15% in the case of utilities regulated by
     California, New York and Texas.

         "Moody's Hedging Transactions" means purchases or sales of
exchange-traded financial futures contracts based on any index approved by
Moody's or Treasury Bonds, and purchases, writings or sales of exchange-traded
put options on such financial futures contracts, any index approved by Moody's
or Treasury Bonds, and purchases, writings or sales of exchange-traded call
options on such financial futures contracts, any index approved by Moody's or
Treasury Bonds, subject to the following limitations:

                  (a) the Corporation will not engage in any Moody's Hedging
Transaction based on any index approved by Moody's (other than Closing
Transactions) that would cause the Corporation at the time of such transaction
to own or have sold:

                       (i) outstanding financial futures contracts based on
such index exceeding in number 10% of the average number of daily traded
financial futures contracts based on such index in the 30 days preceding the
time of effecting such transaction as reported by The Wall Street Journal; or

                       (ii) outstanding financial futures contracts based on
any index approved by Moody's having a Market Value exceeding 50% of the
Market Value of all portfolio securities of the Corporation constituting
Moody's Eligible Assets owned by the Corporation;

                  (b) The Corporation will not engage in any Moody's Hedging
Transaction based on Treasury Bonds (other than Closing Transactions) that
would cause the Corporation at the time of such transaction to own or have
sold:

                       (i) outstanding financial futures contracts based on
Treasury Bonds with such contracts having an aggregate Market Value exceeding
20% of the aggregate Market Value of Moody's Eligible Assets owned by the
Corporation and rated Aa by Moody's (or, if not rated by Moody's but rated by
S&P, rated AAA by S&P); or

                       (ii) outstanding financial futures contracts based on
Treasury Bonds with such contracts having an aggregate Market Value exceeding
50% of the aggregate Market Value of all portfolio securities of the
Corporation constituting Moody's Eligible Assets owned by the Corporation
(other than Moody's Eligible Assets already subject to a Moody's Hedging
Transaction) and rated Baa or A by Moody's (or, if not rated by Moody's but
rated by S&P, rated A or AA by S&P);

                  (c) The Corporation will engage in Closing Transactions to
close out any outstanding financial futures contract based on any index
approved by Moody's if the amount of open interest in such index as reported
by The Wall Street Journal is less than an amount to be mutually determined by
Moody's and the Corporation;

                  (d) The Corporation will engage in a Closing Transaction to
close out any outstanding financial futures contract by no later than the
fifth Business Day of the month in which such contract expires and will engage
in a Closing Transaction to close out any outstanding option on a financial
futures contract by no later than the first Business Day of the month in which
such option expires;

                  (e) The Corporation will engage in Moody's Hedging
Transactions only with respect to financial futures contracts or options
thereon having the next settlement date or the settlement date immediately
thereafter;

                  (f) The Corporation (i) will not engage in options and
futures transactions for leveraging or speculative purposes, except that an
option or futures transaction shall not for these purposes be considered a
leveraged position or speculative and (ii) will not write any call options or
sell any financial futures contracts for the purpose of hedging the
anticipated purchase of an asset prior to completion of such purchase; and

                  (g) The Corporation will not enter into an option or futures
transaction unless, after giving effect thereto, the Corporation would
continue to have Moody's Eligible Assets with an aggregate Discounted Value
equal to or greater than the Basic Maintenance Amount.

         "Moody's Industry Classifications" means, for the purposes of
determining Moody's Eligible Assets, each of the following industry
classifications (or such other classifications as Moody's may from time to
time approve for application to the Series E Preferred Stock).

         1.       Aerospace and Defense: Major Contractor, Subsystems,
                  Research, Aircraft Manufacturing, Arms, Ammunition.

         2.       Automobile: Automobile Equipment, Auto-Manufacturing, Auto
                  Parts Manufacturing, Personal Use Trailers, Motor Homes,
                  Dealers.

         3.       Banking: Bank Holding, Savings and Loans, Consumer Credit,
                  Small Loan, Agency, Factoring, Receivables.

         4.       Beverage, Food and Tobacco: Beer and Ale, Distillers, Wines
                  and Liquors, Distributors, Soft Drink Syrup, Bottlers,
                  Bakery, Mill Sugar, Canned Foods, Corn Refiners, Dairy
                  Products, Meat Products, Poultry Products, Snacks, Packaged
                  Foods, Distributors, Candy, Gum, Seafood, Frozen Food,
                  Cigarettes, Cigars, Leaf/Snuff, Vegetable Oil.

         5.       Buildings and Real Estate: Brick, Cement, Climate Controls,
                  Contracting, Engineering, Construction, Hardware, Forest
                  Products (building-related only), Plumbing, Roofing,
                  Wallboard, Real Estate, Real Estate Development, REITs, Land
                  Development.

         6.       Chemicals, Plastics and Rubber: Chemicals
                  (non-agricultural), Industrial Gases, Sulphur, Plastics,
                  Plastic Products, Abrasives, Coatings, Paints, Varnish,
                  Fabricating Containers.

         7.       Packaging and Glass: Glass, Fiberglass, Containers made of:
                  Glass, Metal, Paper, Plastic, Wood or Fiberglass.

         8.       Personal and Non-Durable Consumer Products (Manufacturing
                  Only): Soaps, Perfumes, Cosmetics, Toiletries, Cleaning
                  Supplies, School Supplies.

         9.       Diversified/Conglomerate Manufacturing.

         10.      Diversified/Conglomerate Service.

         11.      Diversified Natural Resources, Precious Metals and Minerals:
                  Fabricating, Distribution.

         12.      Ecological: Pollution Control, Waste Removal, Waste
                  Treatment and Waste Disposal.

         13.      Electronics: Computer Hardware, Electric Equipment,
                  Components, Controllers, Motors, Household Appliances,
                  Information Service Communication Systems, Radios, TVs, Tape
                  Machines, Speakers, Printers, Drivers, Technology.

         14.      Finance: Investment Brokerage, Leasing, Syndication,
                  Securities.

         15.      Farming and Agriculture: Livestock, Grains, Produce,
                  Agriculture Chemicals, Agricultural Equipment, Fertilizers.

         16.      Grocery: Grocery Stores, Convenience Food Stores.

         17.      Healthcare, Education and Childcare: Ethical Drugs,
                  Proprietary Drugs, Research, Health Care Centers, Nursing
                  Homes, HMOs, Hospitals, Hospital Supplies, Medical
                  Equipment.

         18.      Home and Office Furnishings, Housewares, and Durable
                  Consumer Products: Carpets, Floor Coverings, Furniture,
                  Cooking, Ranges.

         19.      Hotels, Motels, Inns and Gaming.

         20.      Insurance: Life, Property and Casualty, Broker, Agent,
                  Surety.

         21.      Leisure, Amusement, Motion Pictures, Entertainment: Boating,
                  Bowling, Billiards, Musical Instruments, Fishing, Photo
                  Equipment, Records, Tapes, Sports, Outdoor Equipment
                  (Camping), Tourism, Resorts, Games, Toy Manufacturing,
                  Motion Picture Production Theaters, Motion Picture
                  Distribution.

         22.      Machinery (Non-Agricultural, Non-Construction,
                  Non-Electronic): Industrial, Machine Tools, Steam
                  Generators.

         23.      Mining, Steel, Iron and Non-Precious Metals: Coal, Copper,
                  Lead, Uranium, Zinc, Aluminum, Stainless Steel, Integrated
                  Steel, Ore Production, Refractories, Steel Mill Machinery,
                  Mini-Mills, Fabricating, Distribution and Sales of the
                  foregoing.

         24.      Oil and Gas: Crude Producer, Retailer, Well Supply, Service
                  and Drilling.

         25.      Printing, Publishing, and Broadcasting: Graphic Arts, Paper,
                  Paper Products, Business Forms, Magazines, Books,
                  Periodicals, Newspapers, Textbooks, Radio, T.V., Cable
                  Broadcasting Equipment.

         26.      Cargo Transport: Rail, Shipping, Railroads, Rail-car
                  Builders, Ship Builders, Containers, Container Builders,
                  Parts, Overnight Mail, Trucking, Truck Manufacturing,
                  Trailer Manufacturing, Air Cargo, Transport.

         27.      Retail Stores: Apparel, Toy, Variety, Drugs, Department,
                  Mail Order Catalog, Showroom.

         28.      Telecommunications: Local, Long Distance, Independent,
                  Telephone, Telegraph, Satellite, Equipment, Research,
                  Cellular.

         29.      Textiles and Leather: Producer, Synthetic Fiber, Apparel
                  Manufacturer, Leather Shoes.

         30.      Personal Transportation: Air, Bus, Rail, Car Rental.

         31.      Utilities: Electric, Water, Hydro Power, Gas.

         32.      Diversified Sovereigns: Semi-sovereigns, Canadian Provinces,
                  Supra- national Agencies.

         The Corporation will use SIC codes in determining which industry
classification is applicable to a particular investment in consultation with
the Independent Accountant and Moody's, to the extent the Corporation
considers necessary.

     "1933 Act" means the Securities Act of 1933, as amended, or any successor
statute.

     "1940 Act" means the Investment Company Act of 1940, as amended, or any
successor statute.

     "Non-Call Period" means a period determined by the Board of Directors
after consultation with the Broker-Dealers, during which the Series E
Preferred Stock subject to such Special Dividend Period is not subject to
redemption at the option of the Corporation but only to mandatory redemption.

     "Notice of Redemption" means any notice with respect to the redemption of
Series E Preferred Stock pursuant to paragraph 3 of Article I of these
Articles Supplementary.

     "Other Rating Agency" means any rating agency other than Moody's or S&P
then providing a rating for the Series E Preferred Stock at the request of the
Corporation.

     "Other Rating Agency Eligible Assets" means assets of the Corporation
designated by any Other Rating Agency as eligible for inclusion in calculating
the discounted value of the Corporation's assets in connection with such Other
Rating Agency's rating of the Series E Preferred Stock.

     "Outstanding" means, as of any date, shares of Preferred Stock
theretofore issued by the Corporation except:

         (a) any such share of Preferred Stock theretofore cancelled by the
         Corporation or delivered to the Corporation for cancellation;

         (b) any such share of Preferred Stock other than an auction rate
         Preferred Stock as to which a notice of redemption shall have been
         given and for whose payment at the redemption thereof Deposit Assets
         in the necessary amount are held by the Corporation in trust for or
         have been irrevocably deposited with the relevant disbursing agent
         for payment to the holder of such share pursuant to the Articles
         Supplementary with respect thereto;

         (c) in the case of shares of an auction rate Preferred Stock,
         including the Series E Preferred Stock, any such shares theretofore
         delivered to the applicable auction agent for cancellation or with
         respect to which the Corporation has given notice of redemption and
         irrevocably deposited with the applicable paying agent sufficient
         funds to redeem such shares; and

         (d) any such share in exchange for or in lieu of which other shares
         have been issued and delivered.

         Notwithstanding the foregoing, (i) for purposes of voting rights
(including the determination of the number of shares required to constitute a
quorum), any Preferred Stock as to which any subsidiary of the Corporation is
the holder or Existing Holder, as applicable, will be disregarded and deemed
not Outstanding and (ii) in connection with any auction, any auction rate
Preferred Stock as to which any Person known to the auction agent to be a
subsidiary of the Corporation is the holder or Existing Holder, as applicable,
will be disregarded and not deemed Outstanding.

     "Paying Agent" means The Bank of New York unless and until another entity
appointed by a resolution of the Board of Directors enters into an agreement
with the Corporation to serve as paying agent, which paying agent may be the
same as the Auction Agent and, with respect to any other class or series of
Preferred Stock, the Person appointed by the Corporation as
dividend-disbursing or paying agent with respect to such class or series.

     "Person" means and includes an individual, a partnership, the
Corporation, a trust, a corporation, a limited liability company, an
unincorporated association, a joint venture or other entity or a government or
any agency or political subdivision thereof.

     "Preferred Stock" means the preferred stock, par value $.001 per share,
of the Corporation, and includes the shares of Series E Preferred Stock.

     "Preferred Stocks" means, with respect to S&P Ratings Factors, the
preferred stock of issuers whose common stock satisfies subsections
(b)(i)-(iv) of the definition of S&P Eligible Assets.

     "Premium Call Period" means a period consisting of a number of whole
years as determined by the Board of Directors after consultation with the
Broker-Dealers, during each year of which the shares subject to such Special
Dividend Period will be redeemable at the Corporation's option at a price per
share equal to the Liquidation Preference plus accumulated but unpaid
dividends (whether or not earned or declared) plus a premium expressed as a
percentage or percentages of the Liquidation Preference or expressed as a
formula using specified variables as determined by the Board of Directors
after consultation with the Broker-Dealers.

     "Pricing Service" means any of the following: Bloomberg Financial
Service, Bridge Information Services, Data Resources Inc., FT Interactive,
International Securities Market Association, Merrill Lynch Securities Pricing
Service, Muller Data Corp., Reuters, S&P/J.J. Kenny, Telerate, Trepp Pricing
and Wood Gundy.

     "Public Equity Large-Cap" means any equity issuer with a market
capitalization in excess of $10 billion.

     "Public Equity Mid-Cap" means any equity issuer with a market
capitalization in excess of $1 billion but less than or equal to $10 billion.

     "Public Equity Small-Cap" means any equity issuer with a market
capitalization of less than or equal to $1 billion.

     "Quarterly Valuation Date" means the last Business Day of each March,
June, September and December of each year.

     "Rating Agency" means Moody's and S&P as long as such rating agency is
then rating the Series E Preferred Stock at the Corporation's request or any
other rating agency then rating the Series E Preferred Stock at the
Corporation's request.

     "Redemption Date" has the meaning set forth in paragraph 3(e) of Article
I of these Articles Supplementary.

     "Redemption Default" has the meaning set forth in paragraph 3(e) of
Article I of these Articles Supplementary.

     "Redemption Price" shall mean (a) with respect to a Dividend Period that
is not a Premium Call Period, the Liquidation Preference plus an amount equal
to accumulated but unpaid dividends thereon (whether or not earned or
declared) to the Redemption Date, or, (b) with respect to a Dividend Period
that is a Premium Call Period, the Liquidation Preference plus an amount equal
to accumulated but unpaid dividends thereon (whether or not earned or
declared) to the Redemption Date plus a redemption premium, if any, determined
by the Board of Directors after consultation with the Broker-Dealers and set
forth in the notice describing any applicable Specific Redemption Provisions.
For the purposes of these Articles Supplementary, "Redemption Price" shall
have a correlative meaning with respect to any other class or series of
Preferred Stock.

     "Reference Rate" means, with respect to the determination of the Default
Rate, the applicable "AA" Financial Composite Commercial Paper Rate for a
Dividend Period of 184 days or fewer or the applicable Treasury Index Rate for
a Dividend Period of longer than 184 days and, with respect to the
determination of the Maximum Rate, the "AA" Financial Composite Commercial
Paper Rate or the Treasury Index Rate, as appropriate.

     "Registrar" means The Bank of New York, unless and until another entity
appointed by a resolution of the Board of Directors enters into an agreement
with the Corporation to serve as registrar.

     "S&P" means Standard & Poor's Ratings Services, or its successors at law.

     "S&P Rating Factor" means, with respect to a S&P Eligible Asset specified
below, the following applicable number:


     Asset Class Obligor                                  Overcollateralization
        (Collateral)             Advance Rates (1)             Factors (1)
        ------------             -----------------             -----------
Public Equity Small-Cap                46.0%                      217.4%
Public Equity Mid-Cap                  53.6%                      186.6%
Public Equity Large-Cap                59.7%                      167.6%
Cash and Other Deposit                  100%                       100%
Securities with Maturities
of 30 days or less
______________
         (1) For an S&P rating of AAA.

     "S&P Eligible Assets" means:

         (a) Deposit Assets; and

         (b) common stocks that satisfy all of the following conditions:

                  (i)      such common stock (including the common stock of
                           any predecessor or constituent issuer) has been
                           traded on a recognized national securities exchange
                           or quoted on the National Market System (or any
                           equivalent or successor thereto) of Nasdaq for at
                           least 450 days,

                  (ii)     the Market Capitalization of such issuer of common
                           stock exceeds $100 million,

                  (iii)    the issuer of such common stock is not an entity
                           that is treated as a partnership for federal income
                           tax purposes,

                  (iv)     if such issuer is organized under the laws of any
                           jurisdiction other than the United States, any
                           state thereof, any possession or territory thereof
                           or the District of Columbia, the common stock of
                           such issuer held by the Corporation is traded on a
                           recognized national securities exchange or quoted
                           on the National Market System of Nasdaq either
                           directly or in the form of depository receipts, and

                  (v)      if such issuer is registered as an investment
                           company under the 1940 Act, such issuer does not
                           invest more than 25% of the value of its gross
                           assets in securities that are not S&P Eligible
                           Assets by reason of clause (iv) above;

         provided, however, that the Corporation's holdings of the common
         stock of any single issuer that satisfies the conditions set forth in
         clauses (i) through (v) above shall be included in S&P Eligible
         Assets only to the extent that:

                  (1)      such holdings may be sold publicly by the
                           Corporation at any time without registration,

                  (2)      to the extent remaining eligible after the operation
                           of item (1) above, such holdings do not exceed a
                           number of shares representing the average weekly
                           trading volume of such common stock during the
                           preceding 30 day period,

                  (3)      to the extent remaining eligible after the operation
                           of items (1) and (2) above, the aggregate Market
                           Value of such holdings, when added to the aggregate
                           Market Value of the Corporation's holdings of all
                           other similarly eligible shares of common stock of
                           issuers in the same Industry Classification, does not
                           exceed 10% of the aggregate Market Value of the
                           Corporation's S&P Eligible Assets, and

                  (4)      to the extent remaining eligible after the
                           operation of items (1) through (3) above, the
                           aggregate Market Value of the Corporation's
                           holdings of each of the three largest issuers is
                           not in excess of 5% of the aggregate Market Value
                           of the Corporation's S&P Eligible Assets, and of
                           the remaining issuers, is not in excess of 2% of
                           the aggregate Market Value of the Corporation's S&P
                           Eligible Assets.

         (c) Preferred Stocks, on such basis as S&P may determine in response
to a request from the Corporation.

Notwithstanding the foregoing, an asset will not be considered an S&P Eligible
Asset if it is held in a margin account, is subject to any material lien,
mortgage, pledge, security interest or security agreement of any kind or has
been deposited irrevocably for the payment of dividends, redemption payments
or any other payment or obligation under the Corporation's Articles
Supplementary.

     "S&P Hedging Transactions" has the meaning set forth in paragraph 11(b)(i)
of Article I of these Articles Supplementary.

     "Securities Depository" means The Depository Trust Company and its
successors and assigns or any successor securities depository selected by the
Corporation that agrees to follow the procedures required to be followed by
such securities depository in connection with the Series E Preferred Stock.

     "Series E Asset Coverage Cure Date" means, with respect to the failure by
the Corporation to maintain Asset Coverage (as required by paragraph 9(a)(i)(A)
of Article I of these Articles Supplementary) as of an applicable Quarterly
Valuation Date, 10 Business Days following such Quarterly Valuation Date, and
shall, for the purposes of these Articles Supplementary, have a correlative
meaning with respect to any other class or series of Preferred Stock.

     "Series E Preferred Stock" means shares of the Corporation's Series E
Auction Rate Preferred Stock, par value $.001 per share, liquidation
preference $25,000 per share.

     "Short-Term Money Market Instrument" means the following types of
instruments if, on the date of purchase or other acquisition thereof by the
Corporation, the remaining term to maturity thereof is not in excess of 180
days:

                                        (a) commercial paper rated A-1 if such
         commercial paper matures in 30 days or A-1+ if such commercial paper
         matures in over 30 days;

                                        (b) AAAm rated money market funds;

                                        (c) demand or time deposits in, and
         banker's acceptances and certificates of deposit of (i) a depository
         institution or trust company incorporated under the laws of the
         United States of America or any state thereof or the District of
         Columbia or (ii) a United States branch office or agency of a foreign
         depository institution (provided that such branch office or agency is
         subject to banking regulation under the laws of the United States,
         any state thereof or the District of Columbia), or (iii) A-1+ rated
         institutions;

                                        (d) overnight funds; and

                                        (e) U.S. Government Obligations.

     "Special Dividend Period" means a Dividend Period that is not a Standard
Dividend Period.

     "Specific Redemption Provisions" means, with respect to any Special
Dividend Period of more than one year, either, or any combination of (i) a
Non-Call Period and (ii) a Premium Call Period.

     "Standard Dividend Period" means a Dividend Period of seven days, subject
to increase or decrease to the extent necessary for the next Auction Date and
Dividend Payment Date to each be Business Days.

     "Submission Deadline" means 1:30 p.m., New York City time, on any Auction
Date or such other time on any Auction Date by which Broker-Dealers are required
to submit Orders to the Auction Agent as specified by the Auction Agent from
time to time.

     "Transfer Agent" means The Bank of New York, unless and until another
entity appointed by a resolution of the Board of Directors enters into an
agreement with the Corporation to serve as transfer agent.

     "Treasury Index Rate" means the average yield to maturity for actively
traded marketable U.S. Treasury fixed interest rate securities having the same
number of 30- day periods to maturity as the length of the applicable Dividend
Period, determined, to the extent necessary, by linear interpolation based
upon the yield for such securities having the next shorter and next longer
number of 30-day periods to maturity treating all Dividend Periods with a
length greater than the longest maturity for such securities as having a
length equal to such longest maturity, in all cases based upon data set forth
in the most recent weekly statistical release published by the Board of
Governors of the Federal Reserve System (currently in H.15 (519)); provided,
however, if the most recent such statistical release shall not have been
published during the 15 days preceding the date of computation, the foregoing
computations shall be based upon the average of comparable data as quoted to
the Corporation by at least three recognized dealers in U.S. Government
Obligations selected by the Corporation.

     "U.S. Government Obligations" means direct obligations of the United
States or by its agencies or instrumentalities that are entitled to the full
faith and credit of the United States and that, other than United States
Treasury Bills, provide for the periodic payment of interest and the full
payment of principal at maturity or call for redemption.

     "Valuation Date" means the last Business Day of each week, or such other
date as the Corporation and Rating Agencies may agree to for purposes of
determining the Basic Maintenance Amount.

     "Voting Period" has the meaning set forth in paragraph 6(b) of Article I
of these Articles Supplementary.

         14. Interpretation. References to sections, subsections, clauses,
sub- clauses, paragraphs and subparagraphs that do not reference a specific
Article of these Articles Supplementary or another document shall refer to the
Article of these Articles Supplementary in which the reference occurs, unless
the context otherwise requires.

                         Article II: Auction Procedures

                  1. Certain Definitions. Unless the context or use indicates
another or different meaning or intent, each of the following terms when used
in these Articles Supplementary shall have the meaning ascribed to it below,
whether such term is used in the singular or plural and regardless of tense:

     "Agent Member" means a member of or participant in the Securities
Depository that will act on behalf of a Bidder.

     "Available Preferred Shares" has the meaning set forth in paragraph
4(a)(i) of Article II of these Articles Supplementary.

     "Existing Holder" means (a) a Person who beneficially owns those shares
of Preferred Stock, including Series E Preferred Stock, listed in that
Person's name in the records of the Corporation or Auction Agent, as the case
may be, or (b) the beneficial owner of those shares of Series E Preferred
Stock which are listed under such person's Broker-Dealer's name in the records
of the Auction Agent, which Broker-Dealer shall have signed a Master
Purchaser's Letter.

     "Hold Order" has the meaning set forth in paragraph 2(a) of Article II of
these Articles Supplementary.

     "Master Purchaser's Letter" means the letter which is required to be
executed by each prospective purchaser of Series E Preferred Stock or by the
Broker-Dealer through whom the shares will be held.

     "Order" has the meaning set forth in paragraph 2(a) of Article II of
these Articles Supplementary.

     "Potential Holder" means (a) any Existing Holder who may be interested in
acquiring additional Series E Preferred Stock or (b) any other Person who may
be interested in acquiring Series E Preferred Stock and who has signed a
Master Purchaser's Letter or whose shares will be listed under such person's
Broker-Dealer's name on the records of the Auction Agent which Broker-Dealer
shall have executed a Master Purchaser's Letter.

     "Sell Order" has the meaning set forth in paragraph 2(a) of Article II of
these Articles Supplementary.

     "Submitted Bid" has the meaning set forth in paragraph 4(a) of Article II
of these Articles Supplementary.

     "Submitted Hold Order" has the meaning set forth in paragraph 4(a) of
Article II of these Articles Supplementary.

     "Submitted Order" has the meaning set forth in paragraph 4(a) of Article
II of these Articles Supplementary.

     "Submitted Sell Order" has the meaning set forth in paragraph 4(a) of
Article II of these Articles Supplementary.

     "Sufficient Clearing Bids" has the meaning set forth in paragraph
4(a)(ii) of Article II of these Articles Supplementary.

     "Sufficient Clearing Orders" means that all shares of Series E Preferred
Stock are the subject of Submitted Hold Orders or that the number of shares of
Series E Preferred Stock that are the subject of Submitted Bids by Potential
Holders specifying one or more rates equal to or less than the Maximum Rate
exceeds or equals the sum of (a) the number of shares of Series E Preferred
Stock that are subject of Submitted Bids by Existing Holders specifying one or
more rates higher than the Maximum Rate and (b) the number of shares of Series
E Preferred Stock that are subject to Submitted Sell Orders.

     "Winning Bid Rate" means the lowest rate specified in the Submitted Bids
which if:

     (a)                   (i) each such Submitted Bid of Existing Holders
                           specifying such lowest rate and

         (ii)     all other such Submitted Bids of Existing Holders specifying
                  lower rates were rejected, thus entitling such Existing
                  Holders to continue to hold the shares of such series that
                  are subject to such Submitted Bids; and

     (b)          (i) each such Submitted Bid of Potential Holders specifying
                  such lowest rate and

         (ii)     all other such Submitted Bids of Potential Holders
                  specifying lower rates were accepted;

would result in such Existing Holders described in subclause (a) above
continuing to hold an aggregate number of Outstanding shares of Series E
Preferred Stock which, when added to the number of Outstanding shares of
Series E Preferred Stock to be purchased by such Potential Holders described
in subclause (b) above, would equal not less than the Available Preferred
Shares.


                  2. Orders.

                           (a) On or prior to the Submission Deadline on each
Auction
Date for Series E Preferred Stock:

                                        (i) each Beneficial Owner of Series E
         Preferred Stock may submit to its Broker-Dealer by telephone or
         otherwise information as to:

                                                   (A) the number of Outstanding
                  shares of Series E Preferred Stock, if any, held by such
                  Beneficial Owner which such Beneficial Owner desires to
                  continue to hold without regard to the Applicable Rate for the
                  next succeeding Dividend Period;

                                                   (B) the number of Outstanding
                  shares of Series E Preferred Stock, if any, held by such
                  Beneficial Owner which such Beneficial Owner offers to sell if
                  the Applicable Rate for the next succeeding Dividend Period
                  shall be less than the rate per annum specified by such
                  Beneficial Owner; and/or

                                                   (C) the number of Outstanding
                  shares of Series E Preferred Stock, if any, held by such
                  Beneficial Owner which such Beneficial Owner offers to sell
                  without regard to the Applicable Rate for the next succeeding
                  Dividend Period; and

                                        (ii)each Broker-Dealer, using lists of
         potential Beneficial Owners, shall in good faith for the purpose of
         conducting a competitive Auction in a commercially reasonable manner,
         contact potential Beneficial Owners (by telephone or otherwise),
         including Persons that are not Beneficial Owners, on such lists to
         determine the number of shares of Series E Preferred Stock, if any,
         that each such potential Beneficial Owner offers to purchase if the
         Applicable Rate for the next succeeding Dividend Period shall not be
         less than the rate per annum specified by such potential Beneficial
         Owner.

For the purposes hereof, the communication by a Beneficial Owner or potential
Beneficial Owner to a Broker-Dealer, or by a Broker-Dealer to the Auction
Agent, of information referred to in clauses (a)(i) or (a)(ii) of this
paragraph (2) is hereinafter referred to as an "Order" and collectively as
"Orders" and each Beneficial Owner and each potential Beneficial Owner placing
an Order with a Broker-Dealer, and such Broker-Dealer placing an Order with
the Auction Agent, is hereinafter referred to as a "Bidder" and collectively
as "Bidders;" an Order containing the information referred to in clause
(a)(i)(A) of this paragraph (2) is hereinafter referred to as a "Hold Order"
and collectively as "Hold Orders;" an Order containing the information
referred to in clauses (a)(i)(B) or (a)(ii) of this paragraph (2) is
hereinafter referred to as a "Bid" and collectively as "Bids;" and an Order
containing the information referred to in clause (a)(i)(C) of this paragraph
(2) is hereinafter referred to as a "Sell Order" and collectively as "Sell
Orders."

                           (b) (i) A Bid by a Beneficial Owner or an Existing
Holder of Series E Preferred Stock subject to an Auction on any Auction Date
shall constitute an irrevocable offer to sell if:

                                                   (A) the number of Outstanding
                  shares of Series E Preferred Stock specified in such Bid if
                  the Applicable Rate determined on such Auction Date shall be
                  less than the rate specified therein;

                                                   (B) such number or a lesser
                  number of Outstanding shares of Series E Preferred Stock to be
                  determined as set forth in paragraph 5(a)(iv) if the
                  Applicable Rate for Series E Preferred Stock determined on
                  such Auction Date shall be equal to the rate specified
                  therein; or

                                                   (C) the number of Outstanding
                  shares of Series E Preferred Stock specified in such Bid if
                  the rate specified therein shall be higher than the Maximum
                  Rate, or such number or a lesser number of Outstanding shares
                  of Series E Preferred Stock to be determined as set forth in
                  paragraph 5(b)(iii) if the rate specified therein shall be
                  higher than the Maximum Rate and Sufficient Clearing Bids do
                  not exist.

                                        (ii)  A Sell Order by a Beneficial Owner
         or an Existing Holder of Series E Preferred Stock subject to an Auction
         on any Auction Date shall constitute an irrevocable offer to sell:

                                                   (A) the number of Outstanding
                  shares of Series E Preferred Stock specified in such Sell
                  Order; or

                                                   (B) such number or a lesser
                  number of Outstanding shares of Series E Preferred Stock as
                  set forth in paragraph 5(b)(iii) if Sufficient Clearing Bids
                  do not exist; provided, however, that a Broker-Dealer that is
                  an Existing Holder with respect to Series E Preferred Stock
                  shall not be liable to any Person for failing to sell such
                  shares pursuant to a Sell Order described in the proviso to
                  paragraph 3(c) if (1) such shares were transferred by the
                  Beneficial Owner thereof without compliance by such Beneficial
                  Owner or its transferee Broker-Dealer (or other transferee
                  Person, if permitted by the Corporation) with the provisions
                  of paragraph 6 or (2) such Broker-Dealer has informed the
                  Auction Agent pursuant to the terms of its Broker-Dealer
                  Agreement that, according to such Broker- Dealer's records,
                  such Broker-Dealer believes it is not the Existing Holder of
                  such shares.

                                        (iii) A Bid by a Potential Holder of
         Series E Preferred Stock subject to an Auction on any Auction Date
         shall constitute an irrevocable offer to purchase if:

                                                   (A) the number of Outstanding
                  shares of Series E Preferred Stock specified in such Bid if
                  the Applicable Rate determined on such Auction Date shall be
                  higher than the rate specified therein; or

                                                   (B) such number or a lesser
                  number of Outstanding shares of Series E Preferred Stock as
                  set forth in paragraph 5(a)(v) if the Applicable Rate
                  determined on such Auction Date shall be equal to the rate
                  specified therein.

                           (c) No Order for any number of shares of Series E
Preferred Stock other than whole shares shall be valid.

                  3. Submission of Orders by Broker-Dealers to Auction Agent.

                           (a) Each Broker-Dealer shall submit in writing to
the Auction Agent prior to the Submission Deadline on each Auction Date all
Orders for Series E Preferred Stock subject to an Auction on such Auction Date
obtained by such Broker-Dealer, designating itself (unless otherwise permitted
by the Corporation) as an Existing Holder in respect of shares subject to Orders
submitted or deemed submitted to it by Beneficial Owners and as a Potential
Holder in respect of shares subject to Orders submitted to it by potential
Beneficial Owners, and shall specify with respect to each Order for such shares:

                                        (i) the name of the Bidder placing
         such Order (which shall be the Broker-Dealer unless otherwise permitted
         by the Corporation);

                                        (ii)the aggregate number of shares of
         Series E Preferred Stock that are the subject of such Order;

                                        (iii) to the extent that such Bidder
         is an Existing Holder of Series E Preferred Stock:

                                                   (A) the number of shares of
                  Series E Preferred Stock, if any, subject to any Hold Order of
                  such Existing Holder;

                                                   (B) the number of shares of
                  Series E Preferred Stock, if any, subject to any Bid of such
                  Existing Holder and the rate specified in such Bid; and

                                                   (C) the number of shares of
                  Series E Preferred Stock, if any, subject to any Sell Order of
                  such Existing Holder; and

                                        (iv) to the extent such Bidder is a
         Potential Holder of Series E Preferred Stock, the rate and number of
         shares of Series E Preferred Stock specified in such Potential Holder's
         Bid.

                           (b) If any rate specified in any Bid contains more
than three figures to the right of the decimal point, the Auction Agent shall
round such rate up to the next highest one thousandth (.001) of 1%.

                           (c) If an Order or Orders covering all of the
Outstanding shares of Series E Preferred Stock held by any Existing Holder is
not submitted to the Auction Agent prior to the Submission Deadline, the Auction
Agent shall deem a Hold Order to have been submitted by or on behalf of such
Existing Holder covering the number of Outstanding shares of Series E Preferred
Stock held by such Existing Holder and not subject to Orders submitted to the
Auction Agent; provided, however, that if an Order or Orders covering all of the
Outstanding Series E Preferred Stock held by any Existing Holder is not
submitted to the Auction Agent prior to the Submission Deadline for an Auction
relating to a Special Dividend Period consisting of more than 28 calendar days,
the Auction Agent shall deem a Sell Order to have been submitted by or on behalf
of such Existing Holder covering the number of Outstanding shares of Series E
Preferred Stock held by such Existing Holder and not subject to Orders submitted
to the Auction Agent.

                           (d) If one or more Orders of an Existing Holder is
submitted to the Auction Agent covering in the aggregate more than the number of
Outstanding shares of Series E Preferred Stock subject to an Auction held by
such Existing Holder, such Orders shall be considered valid in the following
order of priority:

                                        (i) all Hold Orders shall be
         considered valid, but only up to and including in the aggregate the
         number of Outstanding shares of Series E Preferred Stock held by such
         Existing Holder, and if the number of shares subject to such Hold
         Orders exceeds the number of Outstanding shares of Series E Preferred
         Stock held by such Existing Holder, the number of shares subject to
         each such Hold Order shall be reduced pro rata to cover the number of
         Outstanding shares of Series E Preferred Stock held by such Existing
         Holder;

                                        (ii)(A) any Bid for Series E Preferred
         Stock shall be considered valid up to and including the excess of the
         number of Outstanding shares of Series E Preferred Stock held by such
         Existing Holder over the number of shares of Series E Preferred Stock
         subject to any Hold Orders referred to in clause (d)(i) above;

                                                   (B) subject to subclause
                  (d)(ii)(A), if more than one Bid of an Existing Holder for
                  Series E Preferred Stock is submitted to the Auction Agent
                  with the same rate and the number of Outstanding shares of
                  Series E Preferred Stock subject to such Bids is greater than
                  such excess, such Bids shall be considered valid up to and
                  including the amount of such excess, and the number of shares
                  of Series E Preferred Stock subject to each Bid with the same
                  rate shall be reduced pro rata to cover the number of shares
                  equal to such excess;

                                                   (C) subject to subclauses
                  (d)(ii)(A) and (B), if more than one Bid of an Existing Holder
                  for Series E Preferred Stock is submitted to the Auction Agent
                  with different rates, such Bids shall be considered valid in
                  the ascending order of their respective rates up to and
                  including the amount of such excess; and

                                                   (D) in any such event, the
                  number, if any, of such Outstanding shares of Series E
                  Preferred Stock subject to any portion of Bids considered not
                  valid in whole or in part under this paragraph 3(d)(ii) shall
                  be treated as the subject of a Bid by or on behalf of a
                  Potential Holder at the rate specified therein; and

                                        (iii) all Sell Orders for Series E
                  Preferred Stock shall be considered valid up to and including
                  the excess of the number of Outstanding shares of Series E
                  Preferred Stock held by such Existing Holder over the sum of
                  Outstanding shares of Series E Preferred Stock subject to
                  valid Hold Orders referred to in paragraph 3(d)(i) above and
                  valid Bids referred to in paragraph 3(d)(ii) above.

                           (e) If more than one Bid for Series E Preferred
Stock is submitted to the Auction Agent by or on behalf of any Potential Holder,
each such Bid submitted shall be a separate Bid with the rate and number of
shares therein specified.

                           (f) Any Order submitted by a Beneficial Owner or a
potential Beneficial Owner to its Broker-Dealer, or by a Broker-Dealer to the
Auction Agent, prior to the Submission Deadline on any Auction Date, shall be
irrevocable.

                  4. Determination of Sufficient Clearing Bids, Winning Bid
Rate and Applicable Rate.

                           (a) Not earlier than the Submission Deadline on
each Auction Date for Series E Preferred Stock, the Auction Agent shall assemble
all valid Orders submitted or deemed submitted to it by the Broker-Dealers (each
such Order as submitted or deemed submitted by a Broker-Dealer being hereinafter
referred to individually as a "Submitted Hold Order," a "Submitted Bid" or a
"Submitted Sell Order," as the case may be, or as a "Submitted Order" and
collectively as "Submitted Hold Orders," "Submitted Bids" or "Submitted Sell
Orders," as the case may be, or as "Submitted Orders") and shall determine:

                                        (i) the excess of the number of
         Outstanding shares of Series E Preferred Stock over the number of
         Outstanding shares of Series E Preferred Stock subject to Submitted
         Hold Orders (such excess being hereinafter referred to as the
         "Available Preferred Shares");

                                        (ii)from the Submitted Orders for
         Series E Preferred Stock whether:

                                                   (A) the number of
                  Outstanding shares of Series E Preferred Stock subject to
                  Submitted Bids of Potential Holders specifying one or more
                  rates equal to or lower than the Maximum Rate exceeds or is
                  equal to the sum of

                                                   (B) the number of
                  Outstanding shares of Series E Preferred Stock subject to
                  Submitted Bids of Existing Holders specifying one or more
                  rates higher than the Maximum Rate; and

                                                   (C) the number of
                  Outstanding shares of Series E Preferred Stock subject to
                  Submitted Sell Orders (in the event such excess or such
                  equality exists (other than because the number of shares of
                  Series E Preferred Stock in clauses (a)(ii)(A) and (B) above
                  is zero because all of the Outstanding shares of Series E
                  Preferred Stock are subject to Submitted Hold Orders), such
                  Submitted Bids in clause (a)(ii)(A) above being hereinafter
                  referred to collectively as "Sufficient Clearing Bids"); and

                                        (iii) if Sufficient Clearing Bids
         exist, the Winning Bid Rate.

                           (b) Not later than 9:30 A.M., New York City time,
on each Auction Date, the Auction Agent shall advise the Corporation of the
Maximum Rate for the Series E Preferred Stock for which an Auction is being held
on the Auction Date and, based on such determination, promptly after the Auction
Agent has made the determinations pursuant to paragraph 4(a), the Auction Agent
shall advise the Corporation of the Applicable Rate for the next succeeding
Dividend Period thereof as follows:

                                        (i) if Sufficient Clearing Bids exist,
         that the Applicable Rate for the next succeeding Dividend Period
         thereof shall be equal to the Winning Bid Rate so determined;

                                        (ii)if Sufficient Clearing Bids do not
         exist (other than because all of the Outstanding shares of such series
         are subject to Submitted Hold Orders), that the Applicable Rate for the
         next succeeding Dividend Period thereof shall be equal to the Maximum
         Rate; or

                                        (iii) if all of the Outstanding shares
         of Series E Preferred Stock are subject to Submitted Hold Orders, that
         the Applicable Rate for the next succeeding Dividend Period thereof
         shall be the All Hold Rate.

                  5. Acceptance and Rejection of Submitted Bids and Submitted
Sell Orders and Allocation.

     Existing Holders shall continue to hold the shares of Series E Preferred
Stock that are subject to Submitted Hold Orders, and, based on the
determinations made pursuant to paragraph 4(a), the Submitted Bids and
Submitted Sell Orders shall be accepted or rejected by the Auction Agent and
the Auction Agent shall take such other action as set forth below:

                           (a) If Sufficient Clearing Bids for shares of
Series E Preferred Stock have been made, all Submitted Sell Orders shall be
accepted and, subject to the provisions of paragraphs 5(d) and 5(e), Submitted
Bids shall be accepted or rejected as follows in the following order of priority
and all other Submitted Bids shall be rejected:


                                        (i) Existing Holders' Submitted Bids
         for Series E Preferred Stock specifying any rate that is higher than
         the Winning Bid Rate shall be accepted, thus requiring each such
         Existing Holder to sell the Series E Preferred Stock subject to such
         Submitted Bids;

                                        (ii)Existing Holders' Submitted Bids for
         shares Series E Preferred Stock specifying any rate that is lower than
         the Winning Bid Rate shall be rejected, thus entitling each such
         Existing Holder to continue to hold the Series E Preferred Stock
         subject to such Submitted Bids;

                                        (iii)        Potential Holders'
         Submitted Bids for shares of Series E Preferred Stock specifying any
         rate that is lower than the Winning Bid Rate shall be accepted;

                                        (iv)         each Existing Holder's
         Submitted Bid for shares of Series E Preferred Stock specifying a rate
         that is equal to the Winning Bid Rate shall be rejected, thus entitling
         such Existing Holder to continue to hold the Series E Preferred Stock
         subject to such Submitted Bid, unless the number of Outstanding shares
         of Series E Preferred Stock subject to all such Submitted Bids shall be
         greater than the number of shares of Series E Preferred Stock
         ("remaining shares") in the excess of the Available Preferred Shares
         over the number of shares of Series E Preferred Stock subject to
         Submitted Bids described in paragraphs 5(a)(ii) and 5(a)(iii), in which
         event such Submitted Bid of such Existing Holder shall be rejected in
         part, and such Existing Holder shall be entitled to continue to hold
         Series E Preferred Stock subject to such Submitted Bid, but only in an
         amount equal to the shares of Series E Preferred Stock obtained by
         multiplying the number of remaining shares by a fraction, the numerator
         of which shall be the number of Outstanding shares of Series E
         Preferred Stock held by such Existing Holder subject to such Submitted
         Bid and the denominator of which shall be the aggregate number of
         Outstanding shares of Series E Preferred Stock subject to such
         Submitted Bids made by all such Existing Holders that specified a rate
         equal to the Winning Bid Rate; and

                                        (v) each Potential Holder's Submitted
         Bid for Series E Preferred Stock specifying a rate that is equal to the
         Winning Bid Rate shall be accepted but only in an amount equal to the
         number of shares obtained by multiplying the number of shares of Series
         E Preferred Stock in the excess of the Available Preferred Shares over
         the number of shares of Series E Preferred Stock subject to Submitted
         Bids described in paragraph 5(a)(ii) through (iv) by a fraction, the
         numerator of which shall be the number of Outstanding shares of Series
         E Preferred Stock subject to such Submitted Bid and the denominator of
         which shall be the aggregate number of Outstanding shares of Series E
         Preferred Stock subject to such Submitted Bids made by all such
         Potential Holders that specified a rate equal to the Winning Bid Rate.

                           (b)   If Sufficient Clearing Bids for Series E
         Preferred Stock have not been made (other than because all of the
         Outstanding shares are subject to Submitted Hold Orders), subject to
         the provisions of paragraph 5(d), Submitted Orders shall be accepted or
         rejected as follows in the following order of priority and all other
         Submitted Bids for Series E Preferred Stock shall be rejected:

                                        (i) Existing Holders' Submitted Bids
         for Series E Preferred Stock specifying any rate that is equal to or
         lower than the Maximum Rate shall be rejected, thus entitling such
         Existing Holders to continue to hold the Series E Preferred Stock
         subject to such Submitted Bids;

                                        (ii)Potential Holders' Submitted Bids
         for Series E Preferred Stock specifying any rate that is equal to or
         lower than the Maximum Rate shall be accepted; and

                                        (iii)        Each Existing Holder's
         Submitted Bid for Series E Preferred Stock specifying any rate that is
         higher than the Maximum Rate and the Submitted Sell Orders of each
         Existing Holder shall be accepted, thus entitling each Existing Holder
         that submitted or on whose behalf was submitted any such Submitted Bid
         or Submitted Sell Order to sell Series E Preferred Stock subject to
         such Submitted Bid or Submitted Sell Order, but in both cases only in
         an amount equal to the number of shares of Series E Preferred Stock
         obtained by multiplying the number of shares of Series E Preferred
         Stock subject to Submitted Bids described in paragraph 5(b)(ii) by a
         fraction, the numerator of which shall be the number of Outstanding
         shares of Series E Preferred Stock held by such Existing Holder subject
         to such Submitted Bid or Submitted Sell Order and the denominator of
         which shall be the aggregate number of Outstanding shares of Series E
         Preferred Stock subject to all such Submitted Bids and Submitted Sell
         Orders.


                           (c) If all of the Outstanding shares of Series E
Preferred Stock are subject to Submitted Hold Orders, all Submitted Bids for
such shares shall be rejected.

                           (d) If, as a result of the procedures described in

paragraph 5(a)(iv) or (v) or paragraph 5(b)(iii), any Existing Holder would be
entitled or required to sell, or any Potential Holder would be entitled or
required to purchase, a fraction of a share of Series E Preferred Stock on any
Auction Date, the Auction Agent shall, in such manner as it shall determine in
its sole discretion, round up or down the number of shares of Series E Preferred
Stock to be purchased or sold by any Existing Holder or Potential Holder on such
Auction Date as a result of such procedures so that the number of shares so
purchased or sold by each Existing Holder or Potential Holder on such Auction
Date shall be whole shares.

                           (e) If, as a result of the procedures described in
paragraph 5(a)(v) any Potential Holder would be entitled or required to purchase
less than a whole share of Series E Preferred Stock on any Auction Date, the
Auction Agent shall, in such manner as it shall determine in its sole
discretion, allocate Series E Preferred Shares for purchase among Potential
Holders so that only whole shares are purchased on such Auction Date as a result
of such procedures by any Potential Holder, even if such allocation results in
one or more Potential Holders not purchasing Series E Preferred Stock on such
Auction Date.

                           (f) Based on the results of each Auction for Series
E Preferred Stock, the Auction Agent shall determine the aggregate number of
such shares to be purchased and the aggregate number of such shares to be sold
by Potential Holders and Existing Holders and, with respect to each Potential
Holder and Existing Holder, to the extent that such aggregate number of shares
to be purchased and such aggregate number of shares to be sold differ, determine
to which other Potential Holder(s) or Existing Holder(s) they shall deliver, or
from which other Potential Holder(s) or Existing Holder(s) they shall receive,
as the case may be, Series E Preferred Stock. Notwithstanding any provision of
the Auction Procedures to the contrary, in the event an Existing Holder or
Beneficial Owner of Series E Preferred Stock with respect to whom a
Broker-Dealer submitted a Bid to the Auction Agent for such shares that was
accepted in whole or in part, or submitted or is deemed to have submitted a Sell
Order for such shares that was accepted in whole or in part, fails to instruct
its Agent Member to deliver such shares against payment therefor, partial
deliveries of shares of Series E Preferred Stock that have been made in respect
of Potential Holders' or Potential Beneficial Owners' Submitted Bids for Series
E Preferred Stock that have been accepted in whole or in part shall constitute
good delivery to such Potential Holders and Potential Beneficial Owners.

                           (g) Neither the Corporation nor the Auction Agent
nor any affiliate of either shall have any responsibility or liability with
respect to the failure of an Existing Holder, a Potential Holder, a Beneficial
Owner, a Potential Beneficial Owner or its respective Agent Member to deliver
shares of Series E Preferred Stock or to pay for Series E Preferred Stock sold
or purchased pursuant to the Auction Procedures or otherwise.

                  6. Transfer of Series E Preferred Stock.

     Unless otherwise permitted by the Corporation, a Beneficial Owner or an
Existing Holder may sell, transfer or otherwise dispose of Series E Preferred
Stock only in whole shares and only pursuant to a Bid or Sell Order placed
with the Auction Agent in accordance with the procedures described in this
Article II or to a Broker-Dealer; provided, however, that (a) a sale, transfer
or other disposition of Series E Preferred Stock from a customer of a
Broker-Dealer who is listed on the records of that Broker-Dealer as the Holder
of such shares to that Broker-Dealer or another customer of that Broker-Dealer
shall not be deemed to be a sale, transfer or other disposition for purposes
of this paragraph 6 if such Broker-Dealer remains the Existing Holder of the
shares so sold, transferred or disposed of immediately after such sale,
transfer or disposition and (b) in the case of all transfers other than
pursuant to Auctions, the Broker-Dealer (or other Person, if permitted by the
Corporation) to whom such transfer is made shall advise the Auction Agent of
such transfer.

                                   ARTICLE III

              ABILITY OF BOARD OF DIRECTORS TO MODIFY THE ARTICLES
                                  SUPPLEMENTARY

     The calculation of Adjusted Value, Basic Maintenance Amount and the
elements of each of them and the definitions of such terms and elements may be
modified by action of the Board of Directors without further action by the
stockholders if the Board of Directors determines that such modification is
necessary to prevent a reduction in rating of the shares of Preferred Stock by
the Rating Agencies rating such shares at the request of the Corporation or is
in the best interests of the holders of Common Stock and is not adverse to the
Holders of Preferred Stock in view of advice to the Corporation by the
relevant Rating Agencies that such modification would not adversely affect the
then-current rating of the Series E Preferred Stock. To the extent the
Corporation is unable to obtain an opinion of counsel to the effect that
operation of the foregoing sentence is enforceable in the circumstances then
obtaining, the calculation of Adjusted Value, Basic Maintenance Amount and the
elements of each of them and the definitions of such terms and the elements
thereof shall be adjusted from time to time without further action by the
Board of Directors and the stockholders only to reflect changes made thereto
independently by a Rating Agency then rating Preferred Stock at the request of
the Corporation if such Rating Agency has advised the Corporation in writing
separately (a) of such adjustments and (b) that the revised calculation
definition would not cause such Rating Agency to reduce or withdraw its
then-current rating of the shares of Preferred Stock or any other Rating
Agency then rating Preferred Stock at the request of the Corporation to reduce
or withdraw its then-current rating. The adjustments contemplated by the
preceding sentence shall be made effective upon the time the Corporation
receives the notice from such Rating Agency to the effect specified in clause
(b) of the preceding sentence. Any such modification may be rescinded or
further modified by action of the Board of Directors and stockholders.

     In addition, subject to compliance with applicable law, the Board of
Directors may amend the definition of Maximum Rate to increase the applicable
percentage by which the Reference Rate is multiplied to determine the Maximum
Rate shown therein without the vote or consent of the Holders of shares of
Preferred Stock, including the Series E Preferred Stock, or any other
stockholder of the Corporation, after consultation with the Broker-Dealers,
and with confirmation from each Rating Agency that immediately following any
such increase the Corporation would meet the Basic Maintenance Test.

     Notwithstanding the provisions of the preceding paragraph, to the extent
permitted by law, the Board of Directors, without the vote of the Holders of
the Series E Preferred Stock or any other capital stock of the Corporation,
may amend the provisions of these Articles Supplementary to resolve any
inconsistency or ambiguity or to remedy any formal defect so long as the
amendment does not materially adversely affect any of the contract rights of
holders of shares of the Series E Preferred Stock or any other capital stock
of the Corporation or adversely affect the then current rating on the Series E
Preferred Stock by any Rating Agency.

     IN WITNESS WHEREOF, The Gabelli Equity Trust Inc. has caused these
presents to be signed in its name and on its behalf by a duly authorized
officer, and its corporate seal to be hereunto affixed and attested by its
Secretary, and the said officers of the Corporation further acknowledge said
instrument to be the corporate act of the Corporation, and state that to the
best of their knowledge, information and belief under penalty of perjury the
matters and facts herein set forth with respect to approval are true in all
material respects, all on [__], 2003.





                                            By
                                              Name:  Bruce Alpert
                                              Title:    President


Attest:


Name:    James E. McKee
Title:   Secretary

</TEXT>
</DOCUMENT>
