<DOCUMENT>
<TYPE>EX-99.2D
<SEQUENCE>3
<FILENAME>ex99-2d1.txt
<DESCRIPTION>EXHIBIT 99.2(D)(I)
<TEXT>


<PAGE>


                             ARTICLES SUPPLEMENTARY

                 COHEN & STEERS QUALITY INCOME REALTY FUND, INC.



            Articles Supplementary Creating And Fixing The Rights of
                   Series T, Series TH, Series F and Series W
                     Taxable Auction Market Preferred Shares

         Cohen & Steers Quality Income Realty Fund, Inc., a Maryland corporation
having its principal Maryland office in the City of Baltimore in the State of
Maryland (the "Corporation"), certifies to the State Department of Assessments
and Taxation of Maryland that:

         First: Pursuant to authority expressly vested in the Board of Directors
of the Corporation by Article FIFTH of its Amended and Restated Articles of
Incorporation (which as hereafter amended, restated and supplemented from time
to time, is together with these Articles Supplementary, the "Charter"), and the
Maryland General Corporation Law (the "MGCL"), the Board of Directors has duly
classified out of the Corporation's authorized and unissued common stock, and
authorized the creation and issuance of, 11,200 shares of the Corporation's
Taxable Auction Market Preferred Shares (par value $.001 per share) (the "AMPS")
and has further classified 2,800 of such shares as "Series T AMPS", liquidation
preference $25,000 per share, 2,800 of such shares as "Series TH AMPS",
liquidation preference $25,000 per share, 2,800 of such shares as "Series F
AMPS", liquidation preference $25,000 per share, and 2,800 of such shares as
"Series W AMPS", liquidation preference $25,000 per share (respectively the
"Series T AMPS" the "Series TH AMPS", the "Series F AMPS", and the "Series W
AMPS" and each a "Series" of Taxable Auction Market Preferred Shares, and,
together, the "AMPS").

         Second: Pursuant to Section 2-411 of the MGCL and authority granted by
Article III of the Corporation`s Amended and Restated By-laws, the Board of
Directors of the Corporation has appointed a pricing committee (the "Pricing
Committee") and has authorized such Pricing Committee to fix the terms of the
AMPS for each Series, as set forth herein.

         Third: The preferences, voting powers, restrictions, limitations as to
dividends, qualifications, and terms and conditions of redemption, of the AMPS
are as follows:


                                   DESIGNATION

         Series T AMPS: A series of 2,800 AMPS, par value $0.001 per share,
liquidation preference $25,000 per share, is hereby designated "Series T Taxable
Auction Market Preferred Shares" ("Series T AMPS"). Each share of Series T AMPS
may be issued on a date to be determined by the Board of Directors of the
Corporation or pursuant to their delegated authority; have an initial dividend
rate per annum, 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 or pursuant to their delegated authority; 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 as are set forth in Part I and Part II of these
Articles Supplementary. The Series T AMPS shall constitute a separate series of
AMPS of the Corporation.

         Series TH AMPS: A series of 2,800 AMPS, par value $0.001 per share,
liquidation preference $25,000 per share, is hereby designated "Series TH
Taxable Auction Market Preferred Shares" ("Series TH AMPS"). Each share of
Series TH Preferred Share may be issued on a date to be determined by the Board
of Directors of the Corporation or pursuant to their delegated authority; have
an initial dividend rate per annum, 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 or pursuant to their delegated
authority; 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 as are set forth
in Part I and Part II of these Articles Supplementary. The Series TH Preferred
Shares shall constitute a separate series of AMPS of the Corporation.

         Series F AMPS: A series of 2,800 AMPS, par value $0.001 per share,
liquidation preference $25,000 per share, is hereby designated "Series F Taxable
Auction Market Preferred Shares" ("Series F AMPS"). Each share of Series F AMPS
may be issued on a date to be determined by the Board of Directors of the
Corporation or pursuant



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to their delegated authority; have an initial dividend rate per annum, 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 or
pursuant to their delegated authority; 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 as are set forth in Part I and Part II of these Articles Supplementary.
The Series F AMPS shall constitute a separate series of AMPS of the Corporation.

         Series W AMPS: A series of 2,800 AMPS, par value $0.001 per share,
liquidation preference $25,000 per share, is hereby designated "Series W Taxable
Auction Market Preferred Shares" ("Series W AMPS"). Each share of Series W AMPS
may be issued on a date to be determined by the Board of Directors of the
Corporation or pursuant to their delegated authority; have an initial dividend
rate per annum, 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 or pursuant to their delegated authority; 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 as are set forth in Part I and Part II of these
Articles Supplementary. The Series W AMPS shall constitute a separate series of
AMPS of the Corporation.

         Subject to the provisions of Section 11(b) of Part I hereof, the Board
of Directors of the Corporation may, in the future, reclassify additional shares
of the Corporation's unissued common stock as preferred stock, with the same
preferences, rights, voting powers, restrictions, limitations as to dividends,
qualifications and terms and conditions of redemption and other terms herein
described, except that the dividend rate for its initial Dividend Period, its
initial Dividend Payment Date and any other changes in the terms herein set
forth shall be as set forth in these Articles Supplementary with respect to the
additional shares.

         As used in Part I and Part II of these Articles Supplementary,
capitalized terms shall have the meanings provided in Section 17 of Part I and
Section 1 of Part II of these Articles Supplementary.

                             PART I: TERMS OF AMPS

         1. Number of Shares; Ranking.

         (a) The initial number of authorized shares constituting the Series T
AMPS is 2,800 shares, the initial number of authorized shares constituting the
Series TH AMPS is 2,800 shares, the initial number of authorized shares
constituting the Series F AMPS is 2,800 shares, and the initial number of
authorized shares constituting the Series W AMPS is 2,800 shares. No fractional
shares of any Series shall be issued.

         (b) Shares of each Series 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) Shares of each Series shall rank on a parity with shares of any
other series of preferred stock of the Corporation (including any other AMPS) as
to the payment of dividends to which such shares are entitled.

         (d) No Holder of shares of any Series 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 Series, Common Shares of the Corporation or
other securities of the Corporation which it may hereafter issue or sell.

         2. Dividends.

         (a) The Holders of shares of each Series 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 at the Applicable
Rate, determined as set forth in paragraph (c) of this Section 2, and no more,
payable on the respective dates determined as set forth in paragraph (b) of this
Section 2. Dividends on the Outstanding shares of each Series issued on the Date
of Original Issue shall accumulate from the Date of Original Issue.

         (b) (i) Dividends shall be payable when, as and if declared by the
Board of Directors following the initial Dividend Payment Date, subject to
subparagraph (b)(ii) of this Section 2, on the shares of each Series, as
follows:

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                  (A) with respect to any Dividend Period of one year or less,
         on the 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 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 January 1, April 1, July 1 and October 1
         within such Dividend Period and on the Business Day following the last
         day of such Dividend Period.

         (ii) If a day for payment of dividends resulting from the application
of subparagraph (b) 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 each Dividend Payment Date for a Series, an
aggregate amount of immediately available funds equal to the dividends to be
paid to all Holders of such Series 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 subparagraph (b)(v) of this Section 2.
Any moneys paid to the Paying Agent in accordance with the foregoing but not
applied by the Paying Agent to the payment of dividends will, upon request and
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 each Series shall be paid on the Dividend Payment
Date therefor to the Holders of that Series as their names appear on the stock
ledger or stock records of the Corporation on the Business Day next preceding
such Dividend Payment Date; provided, however, 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) dividend rate on Outstanding shares of each Series during the
period from and after the Date of Original Issue to and including the last day
of the initial Dividend Period therefor shall be equal to the rate as determined
in the manner set forth under "Designation" above. For each subsequent Dividend
Period for each Series, the dividend rate shall be equal to the 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 a Series is not held for any reason or if Sufficient Clearing
Orders have not been made in an Auction (other than as a result of all shares of
any Series being the subject of Submitted Hold Orders and other than in an
auction for a Special Dividend Period), then the dividend rate on the shares of
that Series for any such Dividend Period shall be the Maximum Rate (except (i)
during a Default Period when the dividend rate shall be the Default Rate, as set
forth in Section 2(c)(ii) below or (ii) after a Default Period and prior to the
beginning of the next Dividend Period when the dividend rate shall be the
Maximum Rate at the close of business on the last day of such Default Period).
If the Fund has declared a Special Dividend Period and there are not Sufficient
Clearing Orders, the dividend rate for the next rate period will be the same as
during the current rate period. If as a result of an unforeseeable disruption of
the financial markets, an Auction cannot be held for a period of more than three
business days, the dividend rate for the subsequent Dividend Period will be the
same as the dividend rate for the current Dividend Period.

         (ii) Subject to the cure provisions in Section 2(c)(iii) below, a
"Default Period" with respect to a particular Series will commence on any date
the Corporation fails to deposit irrevocably in trust in same-day funds, with
the Paying Agent by 12:00 noon, New York City time, (A) the full amount of any
declared dividend on that Series payable on the Dividend Payment Date (a
"Dividend Default") or (B) the full amount of any redemption price (the
"Redemption Price") payable on the date fixed for redemption (the "Redemption
Date") (a "Redemption Default") and together with a Dividend Default,
hereinafter referred to as "Default").

         Subject to the cure provisions of Section 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

                                       3



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unpaid dividends and any unpaid Redemption Price shall have been deposited
irrevocably in trust in same-day funds with the Paying Agent. In the case of a
Dividend Default, the Applicable Rate for each Dividend Period commencing during
a Default Period will be equal to the Default Rate, and each subsequent Dividend
Period commencing after the beginning of a Default Period shall be a Standard
Dividend Period; provided, however, that the commencement of a Default Period
will not by itself cause the commencement of a new Dividend Period. No Auction
shall be held during a Default Period applicable to that Series.

         (iii) No Default Period with respect to a Dividend Default or
Redemption Default shall be deemed to commence if the amount of any dividend or
any Redemption Price due (if such default is not solely due to the willful
failure of the Corporation) 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 equal to the Default Rate applied to the amount of such
non-payment based on the actual number of days comprising such period divided by
360 for each Series. The Default Rate shall be equal to the Reference Rate
multiplied by three (3).

         (iv) The amount of dividends per share payable (if declared) on each
Dividend Payment Date of each Dividend Period of less than one (1) year (or in
respect of dividends on another date in connection with a redemption during such
Dividend Period) shall be computed by multiplying the Applicable Rate (or the
Default Rate) 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 was Outstanding and for which the Applicable
Rate or the Default Rate was applicable and the denominator of which will be 360
for each Series, multiplying the amount so obtained by $25,000, and rounding the
amount so obtained to the nearest cent. During any Dividend Period of one (1)
year or more, the amount of dividends per share payable on any Dividend Payment
Date (or in respect of dividends on another date in connection with a redemption
during such Dividend Period) shall be computed as described in the preceding
sentence, except that it will be determined on the basis of a year consisting of
twelve 30-day months.

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

         (e) For so long as the AMPS are Outstanding, except as otherwise
contemplated by Part I of these Articles Supplementary, the Corporation will not
declare, pay or set apart for payment 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 Shares or other shares ranking
junior to the AMPS as to dividends or upon liquidation) with respect to Common
Shares or any other capital stock of the Corporation ranking junior to the AMPS
as to dividends or upon liquidation, or call for redemption, redeem, purchase or
otherwise acquire for consideration any Common Shares or other capital stock
ranking junior to the AMPS (except by conversion into or exchange for shares of
the Corporation ranking junior to the AMPS as to dividends and upon
liquidation), unless (i) immediately after such transaction, the Corporation
would have Eligible Assets with an aggregate Discounted Value at least equal to
the Preferred Shares Basic Maintenance Amount and the 1940 Act Preferred Shares
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 AMPS or shall
have been declared and sufficient funds for the payment thereof deposited with
the Auction Agent, and (iii) the Corporation has redeemed the full number of
shares of preferred stock required to be redeemed by any mandatory provision for
redemption including the AMPS required to be redeemed by any provision for
mandatory redemption contained in Section 3(a)(ii) of Part I of these Articles
Supplementary.

         (f) For so long as the AMPS are Outstanding, except as set forth in the
next sentence, the Corporation will not declare, pay or set apart for payment on
any series of stock of the Corporation ranking, as to the payment of dividends,
on a parity with the AMPS for any period unless full cumulative dividends have
been or contemporaneously are declared and paid on each Series through their
most recent Dividend Payment Date. When dividends are not paid in full upon the
AMPS through their most recent Dividend Payment Dates or upon any other series
of stock ranking on a parity as to the payment of dividends with AMPS through
their most recent respective Dividend Payment Dates, all dividends declared upon
the AMPS and any other such series of stock ranking on a parity as to the
payment of dividends with the AMPS shall be declared pro rata so that the amount
of dividends declared per share on the AMPS and such other series of preferred
stock ranking on a parity therewith shall in all cases bear to each other the
same ratio that accumulated dividends per share on the AMPS and such other
series of preferred stock ranking on a parity therewith bear to each other.

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         3. Redemption.

         (a) (i) After the initial Dividend Period, subject to the provisions of
this Section 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 any Series herein designated as (A) having
a Dividend Period of one year or less, on the Business Day after the last day of
such Dividend Period by delivering a notice of redemption not less than 15
calendar days and not more than 40 calendar days prior to the Redemption Date,
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 by delivering a notice of redemption not less than 15 calendar
days and not more than 40 calendar days prior to the Redemption Date, at the
Redemption Price, plus a redemption premium, if any, determined by the Board of
Directors after consultation with the Broker-Dealers and set forth in any
applicable Specific Redemption Provisions at the time of the designation of such
Dividend Period as set forth in Section 4 of Part I of these Articles
Supplementary; provided, however, that during a Dividend Period of more than one
year, no shares of any Series will be subject to optional redemption except in
accordance with any Specific Redemption Provisions approved by the Board of
Directors after consultation with the Broker-Dealers at the time of the
designation of such Dividend Period. Notwithstanding the foregoing, the
Corporation shall not give a notice of or effect any redemption pursuant to this
Section 3(a)(i) unless, on the date on which the Corporation gives such notice
and on the Redemption Date, (a) the Corporation has available Deposit Securities
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 each Series by reason of the redemption of
each Series on the Redemption Date and (b) the Corporation would have Eligible
Assets with an aggregate Discounted Value at least equal to the Preferred Shares
Basic Maintenance Amount immediately subsequent to such redemption, if such
redemption were to occur on such date, it being understood that the provisions
of paragraph (d) of this Section 3 shall be applicable in such circumstances in
the event the Corporation makes the deposit and takes the other action required
thereby.

         (ii) If the Corporation fails as of any Valuation Date to meet the
Preferred Shares Basic Maintenance Amount Test or, as of the last Business Day
of any month, the 1940 Act Preferred Shares Asset Coverage, and such failure is
not cured within ten Business Days following the relevant Valuation Date, in the
case of a failure to meet the Preferred Shares Basic Maintenance Amount Test, or
the last Business Day of the following month in the case of a failure to meet
the 1940 Act Preferred Shares Asset Coverage (each an "Asset Coverage Cure
Date"), the AMPS will be subject to mandatory redemption out of funds legally
available therefor. The number of AMPS to be redeemed in such circumstances will
be equal to the lesser of (A) the minimum number of AMPS the redemption of
which, if deemed to have occurred immediately prior to the opening of business
on the relevant Asset Coverage Cure Date, would result in the Corporation
meeting the Preferred Shares Basic Maintenance Amount Test, and the 1940 Act
Preferred Shares Asset Coverage, as the case may be, in either case as of the
relevant Asset Coverage Cure Date (provided that, if there is no such minimum
number of shares the redemption of which would have such result, all AMPS then
Outstanding will be redeemed) and (B) the maximum number of AMPS that can be
redeemed out of funds expected to be available therefor on the Mandatory
Redemption Date at the Mandatory Redemption Price set forth in subparagraph
(a)(iii) of this Section 3.

         (iii) In determining the AMPS required to be redeemed in accordance
with the foregoing Section 3(a)(ii), the Corporation shall allocate the number
of shares required to be redeemed to satisfy the Preferred Shares Basic
Maintenance Amount Test or the 1940 Act Preferred Shares Asset Coverage, as the
case may be, pro rata or among the Holders of the AMPS in proportion to the
number of shares they hold and shares of other preferred stock subject to
mandatory redemption provisions similar to those contained in this Section 3,
subject to the further provisions of this subparagraph (iii). The Corporation
shall effect any required mandatory redemption pursuant to: (A) the Preferred
Shares Basic Maintenance Amount Test, as described in subparagraph (a)(ii) of
this Section 3, no later than 30 days after the Corporation last met the
Preferred Shares Basic Maintenance Amount Test, or (B) the 1940 Act Preferred
Shares Asset Coverage, as described in subparagraph (a)(ii) of this Section 3,
no later than 30 days after the Asset Coverage Cure Date (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 number of AMPS which would be required to be redeemed by the
Corporation under clause (A) of subparagraph (a)(ii) of this Section 3 if
sufficient funds were available, together with shares of other preferred stock
which are subject to mandatory redemption under provisions similar to those
contained in this Section 3, or the Corporation otherwise is unable to effect
such redemption on or prior to such Mandatory Redemption Date, the Corporation
shall redeem those AMPS, and shares of other preferred stock which it was unable
to redeem, on the earliest practicable date on

                                       5



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which the Corporation will have such funds available, upon notice pursuant to
Section 3(b) to record owners of AMPS to be redeemed and the Paying Agent. The
Corporation will deposit with the Paying Agent funds sufficient to redeem the
specified number of AMPS with respect to a redemption required under
subparagraph (a)(ii) of this Section 3, by 1:00 P.M., New York City time, of the
Business Day immediately preceding the Mandatory Redemption Date. If fewer than
all of the Outstanding AMPS are to be redeemed pursuant to this Section
3(a)(iii), the number of shares to be redeemed shall be redeemed pro rata from
the Holders of such shares in proportion to the number of the AMPS 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. "Mandatory Redemption Price" means the Redemption Price plus (in the
case of a Dividend Period of one year or more only) a redemption premium, if
any, determined by the Board of Directors after consultation with the
Broker-Dealers and set forth in any applicable Specific Redemption Provisions.

         (b) In the event of a redemption pursuant to the foregoing Section
3(a), the Corporation will file a notice of its intention to redeem with the
Securities and Exchange Commission 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 Section 3(a)(i) above, one
Business Day prior to the giving of notice to the Holders, (ii) in the case of a
mandatory redemption pursuant to Section 3(a)(ii) above, on or prior to the 10th
day preceding the Mandatory Redemption Date. Only with respect to shares held by
the Securities Depository, the Auction Agent will use its reasonable efforts to
provide telephonic notice to each Holder of shares of any Series called for
redemption not later than the close of business on the Business Day immediately
following the day on which the Auction Agent 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 such 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 registered
owners of shares of any Series at their addresses appearing on the share records
of the Corporation. Such Notice of Redemption will set forth (i) the date fixed
for redemption, (ii) the number and identity of shares of each Series to be
redeemed, (iii) the redemption price (specifying the amount of accumulated
dividends to be included therein), (iv) that dividends on the shares to be
redeemed will cease to accumulate on such date fixed for redemption, and (v) the
provision under which redemption shall be made. 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. If fewer than
all shares held by any Holder are to be redeemed, the Notice of Redemption
mailed to such Holder shall also specify the number of shares to be redeemed
from such Holder.

         (c) Notwithstanding the provisions of paragraph (a) of this Section 3,
no preferred stock, including the AMPS, may be redeemed at the option of the
Corporation unless all dividends in arrears on the Outstanding AMPS and any
other preferred stock have been or are being contemporaneously paid or set aside
for payment; 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 preferred stock.

         (d) Upon the deposit of funds sufficient to redeem shares of any Series
with the Paying Agent and the giving of the Notice of Redemption to the Auction
Agent under paragraph (b) of this Section 3, dividends on such shares shall
cease to accumulate and 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 Preferred Shares Basic Maintenance Amount
Test or the 1940 Act Preferred Shares Asset Coverage), and all rights of the
Holders of the shares so called for redemption shall cease and terminate, except
the right of such Holder to receive the redemption price specified herein, 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 any Series called
for redemption on such date and (ii) such other amounts, if any, to which
Holders of shares of any Series 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 each Series 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

                                       6



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unclaimed by placing a notice in The Wall Street Journal concerning the
availability of such funds once each week 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) To the extent that any redemption for which Notice of Redemption
has been given is not made by reason of the absence of legally available funds
therefor, or 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. Failure to redeem shares of any Series shall
be deemed to exist at any time after the date specified for redemption in a
Notice of Redemption when the Corporation shall have failed, for any reason
whatsoever, to deposit in trust with the Paying Agent the redemption price with
respect to any shares for which such Notice of Redemption has been given.
Notwithstanding the fact that the Corporation may not have redeemed shares of
each Series for which a Notice of Redemption has been given, dividends may be
declared and paid on shares of any Series and shall include those shares of any
Series 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 any Series called for redemption shall be held in trust by
the Paying Agent for the benefit of holders of shares so to be redeemed.

         (g) So long as any shares of any Series are 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 any shares of each Series 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 mandatory or
optional redemption price with respect to, any shares of each Series for which
Notice of Redemption has been given and the Corporation meets the 1940 Act
Preferred Shares Asset Coverage and the Preferred Shares Basic Maintenance
Amount Test after giving effect to such purchase or acquisition on the date
thereof. Any shares which are purchased, redeemed or otherwise acquired by the
Corporation shall have no voting rights. If fewer than all the Outstanding
shares of any Series are redeemed or otherwise acquired by the Corporation, the
Corporation shall give notice of such transaction to the Auction Agent, in
accordance with the procedures agreed upon by the Board of Directors.

         (i) In the case of any redemption pursuant to this Section 3, only
whole shares of each Series 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, including, without
limitation, Section 6(k) of Part I of these Articles Supplementary, the Board of
Directors, upon notification to each Rating Agency, may authorize, create or
issue other series of preferred stock, including other series of AMPS, series of
preferred stock ranking on a parity with the AMPS 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 (A) the net proceeds from the sale
of such stock (or such portion thereof needed to redeem or repurchase the
Outstanding AMPS) are deposited with the Paying Agent in accordance with Section
3(d) of Part I of these Articles Supplementary, Notice of Redemption as
contemplated by Section 3(b) of Part I of these Articles Supplementary has been
delivered prior thereto or is sent promptly thereafter, and such proceeds are
used to redeem all Outstanding AMPS or (B) the Corporation would meet the 1940
Act Preferred Shares Asset Coverage, the Preferred Shares Basic Maintenance
Amount Test and the requirements of Section 12(b) of Part I of these Articles
Supplementary.

         4. Designation of Dividend Period.

         (a) The initial Dividend Period for each Series shall be as determined
in the manner set forth under "Designation" above. The Corporation will
designate the duration of subsequent Dividend Periods of each Series; provided,
however, that no such designation is necessary for a Standard Dividend Period
and, provided further, that

                                       7



<PAGE>


any designation of a Special Dividend Period 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, each Series shall have been cured as provided above,
(iii) Sufficient Clearing Orders shall have existed in an Auction held 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, the redemption price with respect to such
shares shall have been deposited with the Paying Agent, (v) in the case of the
designation of a Special Dividend Period, the Broker-Dealers shall have notified
the Corporation in writing that it believes the Auction for the Special Dividend
Period will be successful, and (vi) each Rating Agency shall have confirmed in
writing to the Corporation that such designation shall not adversely affect
their respective then-current ratings of the AMPS.

         (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 eight 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 each Broker-Dealer and confirmed in writing promptly thereafter. Each
such notice shall state (A) that the Corporation proposes to exercise its option
to designate a succeeding Special Dividend Period, specifying the first and last
days thereof and the Maximum Applicable Rate for such Special Dividend Period
and (B) 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 (x) its determination, subject to certain conditions, to proceed with
such Special Dividend Period, subject to the terms of any Specific Redemption
Provisions, or (y) 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:

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

                  (ii) 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
any designation of any proposed Special Dividend Period to the Auction Agent or
is unable to make the confirmation provided in clause (v) of paragraph (a) of
this Section 4 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 (ii) above,
thereby resulting in a Standard Dividend Period.

         5. Restrictions on Transfer. Shares of each Series 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 through different Broker-Dealers, advises the Auction Agent of such
transfer. The certificates representing the shares of each Series 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) Except as otherwise provided in the Charter or as otherwise
required by applicable law, (i) each Holder of shares of any Series shall be
entitled to one vote for each share of any Series held on each matter on which
the Holders of the AMPS are entitled to vote, and (ii) the holders of the
Outstanding shares of preferred stock, including each Series, and holders of
shares of Common Shares shall vote together as a single class on all matters
submitted to

                                       8



<PAGE>


the stockholders; provided, however, that, with respect to the election of
directors, the holders of the Outstanding shares of preferred stock, including
each Series, represented in person or by proxy at a meeting for the election of
directors, shall be entitled, as a class, to the exclusion of the holders of all
other securities and classes of capital stock, including the Common Shares, to
elect two directors of the Corporation, each share of preferred stock, including
each Series, entitling the holder thereof to one vote. The identities of the
nominees of such directorships may be fixed by the Board of Directors. Subject
to paragraph (b) of this Section 6, the holders of outstanding shares of Common
Shares and outstanding shares of preferred stock, including each Series, voting
together as a single class, shall be entitled to elect the balance of the
directors.

         (b) If at any time dividends on the AMPS shall be unpaid in an amount
equal to two full years' dividends on the AMPS (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
number of directors then constituting the Board of Directors, shall (together
with the two directors elected by the holders of preferred stock, including each
Series, pursuant to paragraph (a) of this Section 6) constitute a majority of
such increased number, and the holders of any shares of preferred stock,
including each Series, shall be entitled, voting as a single class on a
one-vote-per-share basis (to the exclusion of the holders of all other
securities and classes of capital stock of the Corporation), to elect the
smallest number of such additional directors of the Corporation that shall
constitute a majority of the total number of directors of the Corporation so
increased. The Voting Period and the voting rights so created upon the
occurrence of the conditions set forth in this paragraph (b) of Section 6 shall
continue unless and until all dividends in arrears on each Series shall have
been paid or declared and sufficient cash or specified securities are set apart
for the payment of such dividends. Upon the termination of a Voting Period, the
voting rights described in this paragraph (b) of Section 6 shall cease, subject
always, however, to the revesting of such voting rights in the holders of
preferred stock, including each Series, upon the further occurrence of any of
the events described in this paragraph (b) of Section 6.

         (c) As soon as practicable after the accrual of any right of the
holders of shares of preferred stock, including each Series, to elect additional
directors as described in paragraph (b) of this Section 6, the Corporation shall
notify the Auction Agent, and the Auction Agent shall call a special meeting of
such holders, by mailing a notice of such special meeting to such holders, such
meeting to be held not less than ten nor more than 90 days after the date of
mailing of such notice. If the Corporation fails to send such notice to the
Auction Agent or if the Auction Agent 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 fifth Business Day preceding the day on which such
notice is mailed. At any such special meeting and at each meeting of holders of
preferred stock, including each Series, held during a Voting Period at which
directors are to be elected, such holders, 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 (b) of this Section 6 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 Holders of the AMPS, 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 quorum is present.

         (d) For purposes of determining any rights of the holders of the shares
of preferred stock, including each Series, to vote on any matter, whether such
right is created by these Articles Supplementary, by statute or otherwise, if
redemption of some or all of the shares of preferred stock, including each
Series, is required, no holder of shares of preferred stock, including each
Series, shall be entitled to vote and no share of preferred stock, including
each Series, shall be deemed to be "outstanding" for the purpose of voting or
determining the number of shares required to constitute a quorum, if prior to or
concurrently with the time of determination, sufficient Deposit Securities for
the redemption of such shares have been deposited in the case of AMPS in trust
with the Paying Agent for that purpose and the requisite Notice of Redemption
with respect to such shares shall have been given as provided in Section 3(b) of
Part I of these Articles Supplementary and in the case of other preferred stock
the Corporation has otherwise met the conditions for redemption applicable to
such shares.

         (e) The terms of office of all persons who are directors of the
Corporation at the time of a special meeting of Holders of the AMPS and holders
of other shares of preferred stock to elect directors pursuant to paragraph (b)
of this Section 6 shall continue, notwithstanding the election at such meeting
by the holders of the number of directors that they are entitled to elect.

                                       9



<PAGE>


         (f) Simultaneously with the termination of a Voting Period, the terms
of office of the additional directors elected by the Holders of the AMPS and
holders of shares of other preferred stock pursuant to paragraph (b) of this
Section 6 shall terminate, the remaining directors shall constitute the
directors of the Corporation and the voting rights of such holders to elect
additional directors pursuant to paragraph (b) of this Section 6 shall cease,
subject to the provisions of the last sentence of paragraph (b) of this
Section 6.

         (g) Unless otherwise required by law or in the Corporation's Charter,
the Holders of AMPS shall not have any relative rights or preferences or other
special rights other than those specifically set forth herein. In the event that
the Corporation fails to pay any dividends on the AMPS of the Corporation or
fails to redeem any AMPS which it is required to redeem, or any other event
occurs which requires the mandatory redemption of AMPS and the required Notice
of Redemption has not been given, other than the rights set forth in paragraph
(a) of Section 3 of Part I of these Articles Supplementary, the exclusive remedy
of the Holders of AMPS shall be the right to vote for directors pursuant to the
provisions of paragraph (b) of this Section 6. In no event shall the Holders of
AMPS have any right to sue for, or bring a proceeding with respect to, such
dividends or redemptions or damages for the failure to receive the same.

         (h) For so long as any shares of preferred stock, including each
Series, are outstanding, the Corporation will not, without the affirmative vote
of the Holders of a majority of the outstanding preferred stock, (i) institute
any proceedings to be adjudicated bankrupt or insolvent, or consent to the
institution of bankruptcy or insolvency proceedings against it, or file a
petition seeking or consenting to reorganization or relief under any applicable
federal or state law relating to bankruptcy or insolvency, or consent to the
appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other
similar official) of the Corporation or a substantial part of its property, or
make any assignment for the benefit of creditors, or, except as may be required
by applicable law, admit in writing its inability to pay its debts generally as
they become due or take any corporate action in furtherance of any such action;
(ii) create, incur or suffer to exist, or agree to create, incur or suffer to
exist, or consent to cause or permit in the future (upon the happening of a
contingency or otherwise) the creation, incurrence or existence of any material
lien, mortgage, pledge, charge, security interest, security agreement,
conditional sale or trust receipt or other material encumbrance of any kind upon
any of the Corporation's assets as a whole, except (A) liens the validity of
which are being contested in good faith by appropriate proceedings, (B) liens
for taxes that are not then due and payable or that can be paid thereafter
without penalty, (C) liens, pledges, charges, security interests, security
agreements or other encumbrances arising in connection with any indebtedness
senior to the AMPS, (D) liens, pledges, charges, security interests, security
agreements or other encumbrances arising in connection with any indebtedness
permitted under clause (iii) below and (E) liens to secure payment for services
rendered including, without limitation, services rendered by the Corporation's
Paying Agent and the Auction Agent; or (iii) create, authorize, issue, incur or
suffer to exist any indebtedness for borrowed money or any direct or indirect
guarantee of such indebtedness for borrowed money or any direct or indirect
guarantee of such indebtedness, except the Corporation may borrow as may be
permitted by the Corporation's investment restrictions; provided, however, that
transfers of assets by the Corporation subject to an obligation to repurchase
shall not be deemed to be indebtedness for purposes of this provision to the
extent that after any such transaction the Corporation has Eligible Assets with
an aggregate Discounted Value at least equal to the Preferred Shares Basic
Maintenance Amount as of the immediately preceding Valuation Date.

         (i) The affirmative vote of the holders of a majority, as defined in
the 1940 Act, of the outstanding shares of preferred stock, including each
Series, voting as a separate class, shall be required to approve any plan of
reorganization (as such term is used in the 1940 Act) adversely affecting such
shares or any action requiring a vote of security holders of the Corporation
under Section 13(a) of the 1940 Act. In the event a vote of holders of shares of
preferred stock is required pursuant to the provisions of Section 13(a) of the
1940 Act, 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 shall, not later than ten Business Days after the date on which
such vote is taken, notify each Rating Agency of the results of such vote.

         (j) The affirmative vote of the Holders of a majority, as defined in
the 1940 Act, of the outstanding shares of preferred stock of any series, voting
separately from any other series, shall be required with respect to any matter
that materially and adversely affects the rights, preferences, or powers of that
series in a manner different from that of other series or classes of the
Corporation's shares of capital stock. For purposes of the foregoing, no matter
shall be deemed to adversely affect any rights, preference or power unless such
matter (i) alters or abolishes any preferential right of such series; (ii)
creates, alters or abolishes any right in respect of redemption of such series;
or (iii) creates or alters (other than to abolish) any restriction on transfer
applicable to such series. The vote of holders

                                       10




<PAGE>


of any series described in this Section (j) will in each case be in addition to
a separate vote of the requisite percentage of Common Shares and/or preferred
stock necessary to authorize the action in question.

         (k) The Board of Directors, without the vote or consent of any holder
of shares of preferred stock, including each Series, or any other stockholder of
the Corporation, may from time to time amend, alter or repeal any or all of the
definitions contained herein, add covenants and other obligations of the
Corporation, or confirm the applicability of covenants and other obligations set
forth herein, all in connection with obtaining or maintaining the rating of any
Rating Agency with respect to each Series, and any such amendment, alteration or
repeal will not be deemed to affect the preferences, rights or powers of AMPS or
the Holders thereof, provided that the Board of Directors receives written
confirmation from each relevant Rating Agency (with such confirmation in no
event being required to be obtained from a particular Rating Agency with respect
to definitions or other provisions relevant only to and adopted in connection
with another Rating Agency's rating of the any Series) that any such amendment,
alteration or repeal would not adversely affect the rating then assigned by such
Rating Agency.

         In addition, subject to compliance with applicable law, the Board of
Directors may amend the definition of Maximum Rate to increase the percentage
amount 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 each Series, or any other stockholder of the Corporation, but
only with confirmation from each Rating Agency, and after consultation with the
Broker-Dealers, provided that immediately following any such increase the
Corporation would meet the Preferred Shares Basic Maintenance Amount Test.

         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
shares of preferred stock, including each Series, shall be entitled to receive
out of the assets of the Corporation available for distribution to stockholders,
after claims of creditors but before distribution or payment shall be made in
respect of the Common Shares or to any other shares of stock of the Corporation
ranking junior to the preferred stock, as to liquidation payments, a liquidation
distribution in the amount of $25,000 per share (the "Liquidation Preference"),
plus an amount equal to all unpaid dividends accrued to and including the date
fixed for such distribution or payment (whether or not declared by the Board of
Directors, but excluding interest thereon), but such Holders shall be entitled
to no further participation in any distribution or payment in connection with
any such liquidation, dissolution or winding up. Each Series shall rank on a
parity with shares of any other series of preferred stock of the Corporation
(including each Series) as to the distribution of assets upon dissolution,
liquidation or winding up of the affairs of the Corporation.

         (b) If, upon any such 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 preferred stock, including each Series, shall be insufficient to
permit the payment in full to such holders of the amounts to which they are
entitled, then such available assets shall be distributed among the holders of
all outstanding shares of preferred stock, including each Series, ratably in any
such distribution of assets according to the respective amounts which would be
payable on all such shares if all amounts thereon were paid in full. Unless and
until payment in full has been made to the holders of all outstanding shares of
preferred stock, including each Series, of the liquidation distributions to
which they are entitled, no dividends or distributions will be made to holders
of Common Shares or any stock of the Corporation ranking junior to the preferred
stock as to liquidation.

         (c) Neither the consolidation nor merger of the Corporation with or
into any other corporation or corporations, nor the sale, lease, exchange or
transfer by the Corporation of all or substantially all of its property and
assets, shall be deemed to be a liquidation, dissolution or winding up of the
Corporation for purposes of this Section 7.

         (d) After the payment to Holders of AMPS of the full preferential
amounts provided for in this Section 7, the Holders of the AMPS as such shall
have no right or claim to any of the remaining assets of the Corporation.

         (e) In the event the assets of the Corporation or proceeds thereof
available for distribution to the Holders of AMPS, upon dissolution, liquidation
or winding up of the affairs of the Corporation, whether voluntary or
involuntary, shall be insufficient to pay in full all amounts to which such
Holders are entitled pursuant to paragraph (a) of this Section 7, no such
distribution shall be made on account of any shares of any other series of
preferred

                                       11



<PAGE>


stock unless proportionate distributive amounts shall be paid on account of the
AMPS, ratably, in proportion to the full distributable amounts to which holders
of all shares of preferred stock are entitled upon such dissolution, liquidation
or winding up.

         (f) Subject to the rights of the holders of shares of other preferred
stock or after payment shall have been made in full to the Holders of AMPS as
provided in paragraph (a) of this Section 7, but not prior thereto, any other
series or class of shares ranking junior to the AMPS with respect to the
distribution of assets upon dissolution, liquidation or winding up of the
affairs of the Corporation shall, subject to any respective terms and provisions
(if any) applying thereto, be entitled to receive any and all assets remaining
to be paid or distributed, and the Holders of the AMPS shall not be entitled to
share therein.

         8. Auction Agent. For so long as any AMPS 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 any
Series are Outstanding, the Corporation will use its best efforts to enter into
an agreement with a successor auction agent containing substantially the same
terms and conditions as the auction agency agreement. The Fund may remove the
auction agent provided that prior to such removal the Fund shall have entered
into such an agreement with a successor auction agent.

         9. 1940 Act Preferred Shares Asset Coverage. The Corporation shall
maintain, as of the last Business Day of each month in which any AMPS are
Outstanding, the 1940 Act Preferred Shares Asset Coverage; provided, however,
that Section 3(a)(ii) shall be the sole remedy in the event the Corporation
fails to do so.

         10. Preferred Shares Basic Maintenance Amount. So long as any AMPS are
Outstanding and any Rating Agency so requires, the Corporation shall maintain,
as of each Valuation Date, Moody's Eligible Assets and S&P Eligible Assets, as
applicable, having an aggregate Discounted Value equal to or greater than the
Preferred Shares Basic Maintenance Amount; provided, however, that Section
3(a)(ii) shall be the sole remedy in the event the Corporation fails to do so.

         11. Certain Other Restrictions. So long as any AMPS are Outstanding and
S&P, Moody's or any Other Rating Agency that is rating such shares so requires,
the Corporation will not, unless it has received written confirmation from S&P
(if S&P is then rating the AMPS), Moody's (if Moody's is then rating the AMPS)
and (if applicable) such Other Rating Agency, that any such action would not
impair the rating then assigned by such Rating Agency to the AMPS, engage in any
one or more of the following transactions:

         (a) purchase or sell futures contracts or options thereon with respect
    to portfolio securities or write put or call options on portfolio
    securities;

         (b) except in connection with a refinancing of the AMPS, issue
    additional shares of any series of preferred stock, including any Series or
    reissue any shares of preferred stock, including any Series previously
    purchased or redeemed by the Corporation;

         (c) engage in any short sales of securities;

         (d) lend portfolio securities;

         (e) merge or consolidate into or with any other fund; or

         (f) for purposes of valuation of Moody's Eligible Assets: (A) if the
    Corporation writes a call option, the underlying asset will be valued as
    follows: (1) if the option is exchange-traded and may be offset readily or
    if the option expires before the earliest possible redemption of the AMPS,
    at the lower of the Discounted Value of the underlying security of the
    option and the exercise price of the option or (2) otherwise, it has no
    value; (B) if the Corporation writes a put option, the underlying asset will
    be valued as follows: the lesser of (1) exercise price and (2) the
    Discounted Value of the underlying security; and (C) call or put option
    contracts which the Corporation buys have no value. For so long as the AMPS
    are rated by Moody's: (A) the Corporation will not

                                       12



<PAGE>


    engage in options transactions for leveraging or speculative purposes; (B)
    the Corporation will not write or sell any anticipatory contracts pursuant
    to which the Corporation hedges the anticipated purchase of an asset prior
    to completion of such purchase; (C) the Corporation will not enter into an
    option transaction with respect to portfolio securities unless, after giving
    effect thereto, the Corporation would continue to have Eligible Assets with
    an aggregate Discounted Value equal to or greater than the Preferred Shares
    Basic Maintenance Amount; (D) the Corporation will not enter into an option
    transaction with respect to portfolio securities unless after giving effect
    to such transaction the Corporation would continue to be in compliance with
    the provisions relating to the Preferred Shares Basic Maintenance Amount;
    (E) for purposes of the Preferred Shares Basic Maintenance Amount assets in
    margin accounts are not Eligible Assets; (F) the Corporation shall write
    only exchange-traded options on exchanges approved by Moody's (if Moody's is
    then rating the AMPS); (G) where delivery may be made to the Corporation
    with any of a class of securities, the Corporation shall assume for purposes
    of the Preferred Shares Basic Maintenance Amount that it takes delivery of
    that security which yields it the least value; (H) the Corporation will not
    engage in forward contracts; and (I) there shall be a quarterly audit made
    of the Corporation's options transactions by the Corporation's independent
    auditors to confirm that the Corporation is in compliance with these
    standards.

         (g) For so long as any AMPS are rated by S&P, the Corporation will not
    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 portfolio securities unless it
    receives written confirmation from S&P that engaging in such transactions
    will not impair the ratings then assigned to the AMPS by S&P.

         12. Compliance Procedures for Asset Maintenance Tests. For so long as
any AMPS are Outstanding and any Rating Agency so requires:

         (a) As of each Valuation Date, the Corporation shall determine (i) the
    Market Value of each Eligible Asset owned by the Corporation on that date,
    (ii) the Discounted Value of each such Eligible Asset, (iii) whether the
    Preferred Shares Basic Maintenance Amount Test is met as of that date, (iv)
    the value (as used in the 1940 Act) of the total assets of the Corporation,
    less all liabilities, and (v) whether the 1940 Act Preferred Shares Asset
    Coverage is met as of that date.

         (b) Upon any failure to meet the Preferred Shares Basic Maintenance
    Amount Test or 1940 Act Preferred Shares Asset Coverage on any Valuation
    Date, the Corporation may use reasonable commercial efforts (including,
    without limitation, altering the composition of its portfolio, purchasing
    AMPS outside of an Auction or, in the event of a failure to file a
    certificate on a timely basis, submitting the requisite certificate), to
    meet (or certify in the case of a failure to file a certificate on a timely
    basis, as the case may be) the Preferred Shares Basic Maintenance Amount
    Test or 1940 Act Preferred Shares Asset Coverage on or prior to the Asset
    Coverage Cure Date.

         (c) Compliance with the Preferred Shares Basic Maintenance Amount and
    1940 Act Asset Coverage Tests shall be determined with reference to those
    AMPS which are deemed to be Outstanding hereunder.

         (d) In the case of the asset coverage requirements for Moody's and S&P,
    the auditors must certify once per quarter the asset coverage test on a date
    randomly selected by the auditor.

         (e) The Corporation shall deliver to the Auction Agent and each Rating
    Agency a certificate which sets forth a determination of items (i)-(iii) of
    paragraph (a) of this Section 12 (a "Preferred Shares Basic Maintenance
    Certificate") as of (A) the Date of Original Issue, (B) the last Valuation
    Date of each month, (C) any date requested by any Rating Agency, (D) a
    Business Day on or before any Asset Coverage Cure Date relating to the
    Corporation's cure of a failure to meet the Preferred Shares Basic
    Maintenance Amount Test, (E) any day that Common Shares or AMPS are redeemed
    and (F) any day the S&P Eligible Assets have an aggregate discounted value
    less than or equal to 110% of the Preferred Shares Basic Maintenance Amount.
    Such Preferred Shares Basic Maintenance Certificate shall be delivered in
    the case of clause (i)(A) on the Date of Original Issue and in the case of
    all other clauses above on or before the seventh Business Day after the
    relevant Valuation Date or Asset Coverage Cure Date.

         (f) The Corporation shall deliver to the Auction Agent and each Rating
    Agency a certificate which sets forth a determination of items (iv) and (v)
    of paragraph (a) of this Section 12 (a "1940 Act Preferred Shares

                                       13



<PAGE>


    Asset Coverage Certificate") (i) as of the Date of Original Issue, and (ii)
    as of (A) the last Valuation Date of each quarter thereafter, and (B) as of
    a Business Day on or before any Asset Coverage Cure Date relating to the
    failure to meet the 1940 Act Preferred Shares Asset Coverage. Such 1940 Act
    Preferred Shares Asset Coverage Certificate shall be delivered in the case
    of clause (i) on the Date of Original Issue and in the case of clause (ii)
    on or before the seventh Business Day after the relevant Valuation Date or
    the Asset Coverage Cure Date. The certificates required by paragraphs (d)
    and (e) of this Section 12 may be combined into a single certificate.

         (g) Within ten Business Days of the Date of Original Issue, the
    Corporation shall deliver to the Auction Agent and each Rating Agency a
    letter prepared by the Corporation's independent auditors (an "Auditor's
    Certificate") regarding the accuracy of the calculations made by the
    Corporation in the Preferred Shares Basic Maintenance Certificate and the
    1940 Act Preferred Shares Asset Coverage Certificate required to be
    delivered by the Corporation on the Date of Original Issue. Within ten
    Business Days after delivery of the Preferred Shares Basic Maintenance
    Certificate and the 1940 Act Preferred Shares Asset Coverage Certificate
    relating to the last Valuation Date of each fiscal quarter of the
    Corporation, the Corporation will deliver to the Auction Agent and each
    Rating Agency an Auditor's Certificate regarding the accuracy of the
    calculations made by the Corporation in such Certificates and in one other
    Preferred Shares Basic Maintenance Certificate randomly selected by the
    Corporation's independent auditors during such fiscal quarter. In addition,
    the Corporation will deliver to the persons specified in the preceding
    sentence an Auditor's Certificate regarding the accuracy of the calculations
    made by the Corporation on each Preferred Shares Basic Maintenance
    Certificate and 1940 Act Preferred Shares Asset Coverage Certificate
    delivered in relation to an Asset Coverage Cure Date within ten days after
    the relevant Asset Coverage Cure Date. If an Auditor's Certificate shows
    that an error was made in any such report, the calculation or determination
    made by the Corporation's independent auditors will be conclusive and
    binding on the Corporation.

         (h) The Auditor's Certificates referred to in paragraph (f) above will
    confirm, based upon the independent auditor's review of portfolio data
    provided by the Corporation, (i) the mathematical accuracy of the
    calculations reflected in the related Preferred Shares Basic Maintenance
    Amount Certificates and 1940 Act Preferred Shares Asset Coverage
    Certificates and (ii) that, based upon such calculations, the Corporation
    had, at such Valuation Date, met the Preferred Shares Basic Maintenance
    Amount Test.

         (i) In the event that a Preferred Shares Basic Maintenance Certificate
    or 1940 Act Preferred Shares Asset Coverage Certificate with respect to an
    applicable Valuation Date is not delivered within the time periods specified
    in this Section 12, the Corporation shall be deemed to have failed to meet
    the Preferred Shares Basic Maintenance Amount Test or the 1940 Act Preferred
    Shares Asset Coverage, as the case may be, on such Valuation Date for
    purposes of Section 12(b) of Part I of these Articles Supplementary. In the
    event that a Preferred Shares Basic Maintenance Certificate, a 1940 Act
    Preferred Shares Asset Coverage Certificate or an applicable Auditor's
    Certificate with respect to an Asset Coverage Cure Date is not delivered
    within the time periods specified herein, the Corporation shall be deemed to
    have failed to meet the Preferred Shares Basic Maintenance Amount Test or
    the 1940 Preferred Shares Asset Coverage, as the case may be, as of the
    related Valuation Date.

         13. Notice. All notices or communications hereunder, unless otherwise
specified in these Articles Supplementary, shall be sufficiently given if in
writing and delivered in person, by telecopier or mailed by first-class mail,
postage prepaid. Notices delivered pursuant to this Section 13 shall be deemed
given on the earlier of the date received or the date five-days after which such
notice is mailed, except as otherwise provided in these Articles Supplementary
or by the MGCL for notices of stockholders' meetings.

         14. Waiver. To the extent permitted by Maryland Law, Holders of at
least two-thirds of the Outstanding AMPS, acting collectively, or each Series,
acting as a separate series, may waive any provision hereof intended for their
respective benefit in accordance with such procedures as may from time to time
be established by the Board of Directors.

         15. Termination. In the event that no AMPS 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.

                                       14



<PAGE>


         16. Amendment. Subject to the provisions of these Articles
Supplementary, the Board of Directors may, by resolution duly adopted without
stockholder approval (except as otherwise provided by these Articles
Supplementary or required by applicable law), amend these Articles Supplementary
to reflect any amendments hereto which the Board of Directors is entitled to
adopt pursuant to the terms of Section 6(k) of Part I of these Articles
Supplementary without stockholder approval. To the extent permitted by
applicable law, the Board of Directors may interpret, amend or adjust the
provisions of these Articles Supplementary to resolve any inconsistency or
ambiguity or to remedy any patent defect.

         17. Definitions. As used in Part I and Part II of these Articles
Supplementary, the following terms shall have the following meanings (with terms
defined in the singular having comparable meanings when used in the plural and
vice versa), unless the context otherwise requires:

                  "`AA' Composite Commercial Paper Rate" on any date means (i)
         the interest equivalent of the 7-day rate, in the case of a Dividend
         Period which is 7 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
         clause (ii) below; for Dividend Periods greater than 270 days, the
         Treasury Index Rate; on commercial paper on behalf of financial 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" 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 as agreed to by Merrill
         Lynch & Co. For purposes of this definition, (A) "Commercial Paper
         Dealers" shall mean (1) Salomon Smith Barney Inc., 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.

                  "Affiliate" means 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.

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

                  "All Hold Rate" means the 7-day "AA" Composite Commercial
         Paper Rate in the case of the Series T, Series TH and Series F AMPS,
         and the 30-day "AA" Composite Commercial Paper Rate in the case of the
         Series W AMPS.

                  "AMPS" has the meaning set forth in paragraph FIRST of Part I
         of these Articles Supplementary.

                                       15



<PAGE>


                   "Applicable Rate" means, with respect to each Series for each
         Dividend Period (i) if Sufficient Clearing Orders 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, the Maximum
         Rate, and (iii) in the case of any Dividend Period if all the shares of
         a Series are the subject of Submitted Hold Orders for the Auction in
         respect thereof, the All Hold Rate corresponding to that Series.

                  "Approved Price" means the "fair value" as determined by the
         Corporation in accordance with the valuation procedures adopted from
         time to time by the Board of Directors and for which the Corporation
         receives a mark-to-market price (which, for the purpose of clarity,
         does not mean a Market Value Price) from an independent source at least
         semi-annually.

                  "Asset Coverage Cure Date" has the meaning set forth in
         Section 3(a)(ii) 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 first Business Day next preceding the
         first day of a Dividend Period for each Series.

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

                  "Auditor's Certificate" has the meaning set forth in Section
         12(f) of Part I of these Articles Supplementary.

                  "Beneficial Owner," with respect to shares of each Series,
         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 shares of such series.

                  "Bid" has the meaning set forth in Section 2(a)(ii) of Part II
         of these Articles Supplementary.

                  "Bidder" has the meaning set forth in Section 2(a)(ii) of Part
         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" has the meaning set forth in the preamble to these
         Articles Supplementary.

                  "Code" means the Internal Revenue Code of 1986, as amended.

                                       16



<PAGE>


                  "Commission" means the Securities and Exchange Commission.

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

                  "Corporation" has the meaning set forth in the preamble to
         these Articles Supplementary.

                  "Date of Original Issue" means the date on which a Series is
         originally issued by the Corporation.

                  "Default" has the meaning set forth in Section 2(c)(ii) of
         Part I of these Articles Supplementary.

                  "Default Period" has the meaning set forth in Sections
         2(c)(ii) or (iii) of Part I of these Articles Supplementary.

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

                  "Deposit Securities" means cash and any obligations or
         securities, including Short Term Money Market Instruments that are
         Eligible Assets, rated at least AAA or A-1 by S&P, except that, for
         purposes of optional redemption, such obligations or securities will be
         considered "Deposit Securities" only if they also are rated at least
         P-1 by Moody's.

                  "Discount Factor" means the S&P Discount Factor (if S&P is
         then rating the AMPS), the Moody's Discount Factor (if Moody's is then
         rating the AMPS) or the discount factor established by any Other Rating
         Agency which is then rating the AMPS and which so requires, whichever
         is applicable.

                  "Discounted Value" means the quotient of the Market Value of
         an Eligible Asset divided by the applicable Discount Factor, provided
         that with respect to an Eligible Asset that is currently callable,
         Discounted Value will be equal to the quotient 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 quotient as calculated above or the par value, whichever is lower.

                  "Dividend Default" has the meaning set forth in Section
         2(c)(iii) of Part I of these Articles Supplementary.

                  "Dividend Payment Date" with respect to the AMPS means any
         date on which dividends are payable pursuant to Section 2(b) of Part I
         hereof.

                  "Dividend Period" means, with respect to each Series, the
         initial period determined in the manner set forth under "Designation"
         above, and thereafter, as to such Series, the period commencing on the
         Business Day following each Dividend Period for such Series and ending
         on the day established for such Series by the Corporation.

                  "Eligible Assets" means Moody's Eligible Assets (if Moody's is
         then rating the AMPS), S&P Eligible Assets (if S&P is then rating the
         AMPS), and/or Other Rating Agency Eligible Assets if any Other Rating
         Agency is then rating the AMPS, whichever is applicable.

                  "Existing Holder" has the meaning set forth in Section 1(d) of
         Part II of these Articles Supplementary.

                  "Hold Order" has the meaning set forth in Section 2(a)(ii) of
         Part II of these Articles Supplementary.

                  "Holder" means, with respect to the AMPS, the registered
         holder of shares of each Series as the same appears on the stock ledger
         or stock records of the Corporation.

                  "Investment Manager" means Cohen & Steers Capital Management,
         Inc.


                                       17




<PAGE>


                  "Liquidation Preference" means $25,000 per Preferred Share.

                  "Mandatory Redemption Date" has meaning set forth in Section
         3(a)(iv) of Part I of these Articles Supplementary.

                  "Mandatory Redemption Price" has the meaning set forth in
         Section 3(a)(iv) of Part I of these Articles Supplementary.

                  "Market Value" means the fair market value of an asset of the
         Corporation as computed as follows: Securities listed on the New York
         Stock Exchange at the last sale price reflected on the consolidated
         tape at the close of the New York Stock Exchange on the business day as
         of which such value is being determined provided that, if there has
         been no sale on such day, the securities are valued at the closing bid
         prices on such day and provided further that, if no bid prices are
         quoted on such day, then the security is valued by such method as the
         Board of Directors shall determine in good faith to reflect its fair
         market value. Readily marketable securities not listed on the New York
         Stock Exchange but listed on other domestic or foreign securities
         exchanges or admitted to trading on the National Association of
         Securities Dealers Automated Quotations, Inc. ("NASDAQ") National List
         are valued in a like manner. Portfolio securities traded on more than
         one securities exchange are valued at the last sale price on the
         business day as of which such value is being determined as reflected on
         the tape at the close of the exchange representing the principal market
         for such securities. Readily marketable securities traded in the
         over-the-counter market, including listed securities whose primary
         market is believed by the Investment Manager to be over-the-counter,
         but excluding securities admitted to trading on the NASDAQ National
         List, are valued at the current bid prices as reported by NASDAQ or, in
         the case of securities not quoted by NASDAQ, the National Quotation
         Bureau or such other comparable source as the directors deem
         appropriate to reflect their fair market value. The fair market value
         of certain fixed-income securities is computed based upon (i) the basis
         of prices provided by a Pricing Service or (ii) the lower of the value
         set forth in bids from two independent dealers in securities, one of
         which bids will be in writing, in each case with interest accrued added
         to such computation for those assets of the Corporation where such
         computation does not include interest accrued. The independent dealers
         from whom bids are sought shall be either (a) market makers in the
         securities being valued or (b) members of the National Association of
         Securities Dealers, Inc. Where securities are traded on more than one
         exchange and also over-the-counter, the securities will generally be
         valued using the quotations the Board of Directors believes reflect
         most closely the value of such securities.

                  "Maximum Rate" means, on any date on which the Applicable Rate
         is determined, the applicable percentage of the "AA" 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
         AMPS 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 AMPS Shares Basic
         Maintenance Amount.

<TABLE>
<CAPTION>
                      Moody's              S&P          Applicable
                  Credit Rating      Credit Rating      Percentage
                 ---------------    ---------------    ------------
                 <S>                <C>                <C>
                   aa3 or Above       AA- or Above         150%
                   a3 or a1           A- to A+             200%
                   baa3 to baa1       BBB- to BBB+         225%
                   Below baa3         Below BBB-           275%
</TABLE>

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

                  "Moody's Discount Factor" means, for purposes of determining
         the Discounted Value of any Moody's Eligible Asset, the percentage
         determined as follows. The Moody's Discount Factor for any Moody's
         Eligible Asset other than the securities set forth below will be the
         percentage provided in writing by Moody's.

                           (a) Common Stock and Preferred Stock of REITs and
                  Other Real Estate Companies:

                                       18



<PAGE>


<TABLE>
<CAPTION>
                                                                      Discount Factor (1)(2)(3)
                                                                      ---------------------------
<S>                                                                   <C>
        common stock of REITs                                                    154%
        preferred stock of REITs
           with Senior Implied Moody's (or S&P) rating:                          154%
           without Senior Implied Moody's (or S&P) rating:                       208%
        preferred stock of Other Real Estate Companies
           with Senior Implied Moody's (or S&P) rating:                          208%
           without Senior Implied Moody's (or S&P) rating                        250%
</TABLE>

         --------------

         (1) A Discount Factor of 250% will be applied to those assets in a
             single Moody's Real Estate Industry/Property Sector Classification
             which exceed 30% of Moody's Eligible Assets but are not greater
             than 35% of Moody's Eligible Assets.

         (2) A Discount Factor of 250% will be applied if dividends on such
             securities have not been paid consistently (either quarterly or
             annually) over the previous three years, or for such shorter time
             period that such securities have been outstanding.

         (3) A Discount Factor of 250% will be applied if the market
             capitalization (including common stock and preferred stock) of an
             issuer is below $500 million.

                           (b) Debt Securities of REITs and Other Real Estate
                  Companies(1):

<TABLE>
<CAPTION>
             Maturity
             in Years        Aaa       Aa       A       Baa      Ba       B       Caa      NR(2)
         ----------------  -------  -------  ------- -------- -------- -------  -------  --------
         <S>               <C>      <C>      <C>     <C>      <C>      <C>      <C>      <C>
                1            109%     112%     115%     118%     119%    125%     225%      250%
                2            115%     118%     122%     125%     127%    133%     225%      250%
                3            120%     123%     127%     131%     133%    140%     225%      250%
                4            126%     129%     133%     138%     140%    147%     225%      250%
                5            132%     135%     139%     144%     146%    154%     225%      250%
                7            139%     143%     147%     152%     156%    164%     225%      250%
                10           1455     150%     155%     160%     164%    173%     225%      250%
                15           150%     155%     160%     165%     170%    180%     225%      250%
                20           150%     155%     160%     165%     170%    190%     225%      250%
                30           150%     155%     160%     165%     170%    191%     225%      250%
</TABLE>

         --------------

         (1) The Moody's Discount Factors for debt securities shall also be
             applied to any interest rate swap or cap, in which case the rating
             of the counterparty shall determine the appropriate rating
             category.

         (2) Unrated debt securities are limited to 10% of discounted Eligible
             Assets. If a security is unrated by Moody's but is rated by S&P, a
             rating two numeric ratings below the S&P rating will be used, e.g.,
             where the S&P rating is AAA, a Moody's rating of Aa2 will be used;
             where the S&P rating is AA+, a Moody's rating of Aa3 will be used.
             If a security is unrated by either Moody's or S&P, the percentage
             set forth under "NR" in this table will be used.

                           (c) U.S. Treasury Securities and U.S. Treasury Strips
                  (as defined by Moody's):

                                       19



<PAGE>


<TABLE>
<CAPTION>
                                                                   U.S. Treasury         U.S. Treasury
                                                                     Securities              Strips
       Remaining Term to Maturity                                 Discount Factor       Discount Factor
       -------------------------------------------------------  ---------------------  -------------------
       <S>                                                      <C>                    <C>
       1 year or less                                                   107%                  107%
       2 years or less (but longer than 1 year)                         113%                  114%
       3 years or less (but longer than 2 year)                         118%                  120%
       4 years or less (but longer than 3 year)                         123%                  127%
       5 years or less (but longer than 4 year)                         128%                  133%
       7 years or less (but longer than 5 year                          135%                  145%
       10 years or less (but longer than 7 year)                        141%                  159%
       15 years or less (but longer than 10 year)                       146%                  184%
       20 years or less (but longer than 15 year)                       154%                  211%
       30 years or less (but longer than 20 year)                       154%                  236%
</TABLE>

                           (d) Short-Term Instruments and Cash. The Moody's
                  Discount Factor applied to Moody's Eligible Assets that are
                  short term money instruments (as defined by Moody's) will be
                  (i) 100%, so long as such portfolio securities mature or have
                  a demand feature at par exercisable within 49 days of the
                  relevant valuation date, (ii) 102%, so long as such portfolio
                  securities mature or have a demand feature at par not
                  exercisable within 49 days of the relevant valuation date, and
                  (iii) 125%, if such securities are not rated by Moody's, so
                  long as such portfolio securities are rated at least A-1+/AA
                  or SP- 1+/AA by S&P and mature or have a demand feature at par
                  exercisable within 49 days of the relevant valuation date. A
                  Moody's Discount Factor of 100% will be applied to cash.

                  "Moody's Eligible Assets" means the following:

                           (a) Common Stock, Preferred Stock and any debt
                  security of REITs and Other Real Estate Companies. (i) Common
                  stock of REITs and preferred stock and any debt security of
                  REITs and Other Real Estate Companies: (A) which comprise at
                  least 7 of the 14 Moody's Real Estate Industry/ Property
                  Sector Classifications ("Moody's Sector Classifications")
                  listed below and of which no more than 35% may constitute a
                  single such classification; (B) which in the aggregate
                  constitute at least 40 separate classes of common stock,
                  preferred stock, and debt securities, issued by at least 30
                  issuers; (C) issued by a single issuer which in the aggregate
                  constitute no more than 7.0% of the Market Value of Moody's
                  Eligible Assets, and (D) issued by a single issuer which, with
                  respect to 50% of the Market Value of Moody's Eligible Assets,
                  constitute in the aggregate no more than 5% of Market Value of
                  Moody's Eligible Assets; and

                           (ii) Unrated debt securities issued by an issuer
                  which: (A) has not filed for bankruptcy within the past three
                  years; (B) is current on all principal and interest on its
                  fixed income obligations; (C) is current on all preferred
                  stock dividends; (D) possesses a current, unqualified
                  auditor's report without qualified, explanatory language and
                  (E) in the aggregate do not exceed 10% of the discounted
                  Moody's Eligible Assets;

                           (b) Interest rate swaps entered into according to
                  International Swap Dealers Association ("ISDA") standards if
                  (i) the counterparty to the swap transaction has a short-term
                  rating of not less than P-1 or, if the counterparty does not
                  have a short-term rating, the counterparty's senior unsecured
                  long-term debt rating is Aa3 or higher and (ii) the original
                  aggregate notional amount of the interest rate swap
                  transaction or transactions is not to be greater than the
                  liquidation preference of the AMPS originally issued. The
                  interest rate swap transaction will be marked-to-market daily;

                           (c) U.S. Treasury Securities and Treasury Strips (as
                  defined by Moody's);

                           (d) Short-Term Money Market Instruments so long as
                  (A) such securities are rated at least P-1, (B) in the case of
                  demand deposits, time deposits and overnight funds, the
                  supporting entity is rated at least A2, or (C) in all other
                  cases, the supporting entity (1) is rated A2 and the security
                  matures within one month, (2) is rated A1 and the security
                  matures within three months or (3) is rated at least Aa3 and
                  the security matures within six months; provided, however,
                  that for

                                       20



<PAGE>


                           purposes of this definition, such instruments (other
                           than commercial paper rated by S&P and not rated by
                           Moody's) need not meet any otherwise applicable
                           Moody's rating criteria; and

                           (e) Cash (including, for this purpose, interest and
                  dividends due on assets rated (A) Baa3 or higher by Moody's if
                  the payment date is within five Business Days of the Valuation
                  Date, (B) A2 or higher if the payment date is within thirty
                  days of the Valuation Date, and (C) A1 or higher if the
                  payment date is within 49 days of the relevant valuation date)
                  and receivables for Moody's Eligible Assets sold if the
                  receivable is due within five Business Days of the Valuation
                  Date, and if the trades which generated such receivables are
                  (A) settled through clearing house firms with respect to which
                  the Corporation has received prior written authorization from
                  Moody's or (B) (1) with counterparties having a Moody's
                  long-term debt rating of at least Baa3 or (2) with
                  counterparties having a Moody's Short-Term Money Market
                  Instrument rating of at least P-1.

                  "Moody's Real Estate Industry/ Property Sector Classification"
         means, for the purposes of determining Moody's Eligible Assets, each of
         the following Industry Classifications (as defined by the National
         Association of Real Estate Investment Trusts, "NAREIT"):

                  1.       Office

                  2.       Industrial

                  3.       Mixed

                  4.       Shopping Centers

                  5.       Regional Malls

                  6.       Free Standing

                  7.       Apartments

                  8.       Manufactured Homes

                  9.       Diversified

                  10.      Lodging/Resorts

                  11.      Health Care

                  12.      Home Financing

                  13.      Commercial Financing

                  14.      Self Storage

                  The Corporation will use its discretion in determining which
         NAREIT Industry Classification is applicable to a particular investment
         in consultation with the independent auditor and/or Moody's, as
         necessary.

                  "1933 Act" means the Securities Act of 1933, as amended.

                  "1940 Act" means the Investment Company Act of 1940, as
         amended.

                  "1940 Act Preferred Shares 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 AMPS (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

                                       21



<PAGE>


         stock of a closed-end investment company as a condition of
         declaring dividends on its common shares), determined on the
         basis of values calculated as of a time within 48 hours (not
         including Sundays or holidays) next preceding the time of such
         determination.

                  "1940 Act Preferred Shares Asset Coverage Certificate" means
         the certificate required to be delivered by the Corporation pursuant to
         Section 12(e) of these Articles Supplementary.

                  "Notice of Redemption" means any notice with respect to the
         redemption of AMPS pursuant to Section 3 of Part I of these Articles
         Supplementary.

                  "Order" has the meaning set forth in Section 2(a)(ii) of Part
         II of these Articles Supplementary.

                  "Other Rating Agency" means any rating agency other than S&P
         or Moody's then providing a rating for the AMPS pursuant to 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
         AMPS.

                  "Other Real Estate Companies" companies which generally derive
         at least 50% of their revenue from real estate or has at least 50% of
         its assets in real estate, but not including REITs.

                  "Outstanding" means, as of any date, AMPS theretofore issued
         by the Corporation except, without duplication, (i) any AMPS
         theretofore canceled, redeemed or repurchased by the Corporation, or
         delivered to the Auction Agent for cancellation or with respect to
         which the Corporation has given notice of redemption and irrevocably
         deposited with the Paying Agent sufficient funds to redeem such shares
         and (ii) any AMPS represented by any certificate in lieu of which a new
         certificate has been executed and delivered by the Corporation.
         Notwithstanding the foregoing, (A) for purposes of voting rights
         (including the determination of the number of shares required to
         constitute a quorum), any AMPS as to which the Corporation or any
         Affiliate is the Existing Holder will be disregarded and not deemed
         Outstanding; (B) in connection with any Auction, any AMPS as to which
         the Corporation or any person known to the Auction Agent to be an
         Affiliate is the Existing Holder will be disregarded and not deemed
         Outstanding; and (C) for purposes of determining the Preferred Shares
         Basic Maintenance Amount, AMPS held by the Corporation will be
         disregarded and not deemed Outstanding, but shares held by any
         Affiliate will be 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.

                  "Person" or "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.

                  "Potential Beneficial Owner or Holder" has the meaning set
         forth in Section 1 of Part II of these Articles Supplementary.

                  "Preferred Shares Basic Maintenance Amount" means as of any
         Valuation Date as the dollar amount equal to the sum of:

                           (i)(A) the sum of the products resulting from
                  multiplying the number of Outstanding AMPS on such date by the
                  Liquidation Preference (and redemption premium, if any) per
                  share; (B) the aggregate amount of dividends that will have
                  accumulated at the Applicable Rate (whether or not earned or
                  declared) for each Outstanding Preferred Share to the 30th day
                  after such Valuation Date; (C) the amount of anticipated
                  Corporation non-interest expenses for the 90 days subsequent
                  to such Valuation Date; (D) the amount of the current
                  outstanding balances of any indebtedness which is senior to
                  the AMPS plus interest actually accrued together with 30 days

                                       22



<PAGE>


                  additional interest on the current outstanding balances
                  calculated at the current rate; and (E) any other current
                  liabilities payable during the 30 days subsequent to such
                  Valuation Date, including, without limitation, indebtedness
                  due within one year and any redemption premium due with
                  respect to AMPS for which a Notice of Redemption has been
                  given, as of such Valuation Date, to the extent not reflected
                  in any of (i)(A) through (i)(D): less

                           (ii) the sum of any cash plus the value of any of the
                  Corporation's assets irrevocably deposited by the Corporation
                  for the payment of any (i)(B) through (i)(F) ("value," for
                  purposes of this clause (ii), means the Discounted Value of
                  the security, except that if the security matures prior to the
                  relevant redemption payment date and is either fully
                  guaranteed by the U.S. Government or is rated at least P-1 by
                  Moody's and A-1 by S&P, it will be valued at its face value).

                  "Preferred Shares Basic Maintenance Amount Test" means 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 meets or exceeds the
         Preferred Shares Basic Maintenance Amount.

                  "Preferred Shares Basic Maintenance Certificate" has the
         meaning set forth in Section 12(d) of Part I of these Articles
         Supplementary.

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

                  "Rating Agency" means Moody's and S&P as long as such rating
         agency is then rating the AMPS.

                  "Redemption Date" has the meaning set forth in Section
         2(c)(ii) of Part II of these Articles Supplementary.

                  "Redemption Default" has the meaning set forth in Section
         2(c)(ii) of Part I of these Articles Supplementary.

                  "Redemption Price" has the meaning set forth in Section
         3(a)(i) of Part I of these Articles Supplementary.

                  "Reference Rate" means, with respect to the determination of
         the Default Rate, the applicable "AA" Composite Commercial Paper Rate
         (for a Dividend Period of fewer than 184 days) or the applicable
         Treasury Index Rate (for a Dividend Period of 184 days or more).

                  "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 transfer
         agent.

                  "REIT" or real estate investment trust, means a company
         dedicated to owning, and usually operating, income producing real
         estate, or to financing real estate.

                  "S&P" means Standard & Poor's, a division of The McGraw-Hill
         Companies, Inc., or its successors at law.

                  "S&P Discount Factor" means, for purposes of determining the
         Discounted Value of any S&P Eligible Asset, the percentage determined
         as follows. The S&P Discount Factor for any S&P Eligible Asset other
         than the securities set forth below will be the percentage provided in
         writing by S&P:

                           (a) Common Stock and Preferred Stock of REITs and
                  Other Real Estate Companies:

                                       23



<PAGE>


<TABLE>
<CAPTION>
                                                                        Diversification Standard
                                                                ------------------------------------------
                                                                 Level 1    Level 2   Level 3    Level 4
                                                                ----------  --------- ---------  ---------
         <S>                                                    <C>         <C>       <C>        <C>
         Minimum Number of:
         Issuers(1)                                                 44          40        44         30
         Real Estate Industry/Property Sectors(2)                   10           8         7          7
         Percent of Assets in:
         Largest Real Estate Industry/Property Sector               17%         25%       30%        30%
         2nd Largest Real Estate Industry/Property Sector           15%         20%       25%        25%
         3rd Largest Real Estate Industry/Property Sector           12%         15%       15%        15%
         4th Largest Real Estate Industry/Property Sector           12%         12%       12%        12%
         S&P Discount Factor:
         common stock                                              190%        208%      223%       231%
         preferred stock(3)                                        157%        167%      174%       178%
</TABLE>

         --------------

         (1) Three issuers may each constitute 6% of assets and four issuers may
             each constitute 5% of assets.

         (2) As defined by NAREIT.

         (3) Applies to preferred stock of real estate companies, subject to
             diversification guidelines whereby at least 34% of the preferred
             assets are rated BB (or Moody's equivalent) or greater; at least
             33% are rated B (or Moody's equivalent) or greater; and the balance
             of the preferred assets is rated B- (or Moody's equivalent) or is
             unrated. The Discount Factor for common stock will apply to
             preferred stock which is not in compliance with the diversification
             standard.

                           (b) Debt Securities:

<TABLE>
<CAPTION>
                                                       Diversification Standard
                                            -----------------------------------------------
          Bond Rating(1)                      Level 1      Level 2     Level 3     Level 4
          --------------                    -----------  ----------  ----------  ----------
          <S>                               <C>          <C>         <C>         <C>
          A                                     116%         117%        119%        118%
          A-                                    117%         119%        120%        120%
          BBB+                                  119%         121%        122%        122%
          BBB                                   121%         122%        124%        124%
          BBB-                                  122%         124%        126%        126%
          BB+                                   127%         130%        133%        132%
          BB                                    133%         137%        141%        139%
          BB-                                   139%         144%        149%        147%
          B+                                    152%         159%        166%        164%
          B                                     163%         172%        182%        179%
          B-                                    176%         188%        202%        197%
          CCC+                                  198%         212%        230%        224%
          CCC                                   236%         262%        295%        284%
</TABLE>

         --------------

         (1) The S&P Discount Factors for debt securities shall also be applied
             to any interest rate swap or cap, in which case the rating of the
             counterparty shall determine the appropriate rating category.

         (2) If a security is unrated by S&P but is rated by Moody's, the
             conversion chart under S&P OC Test Rating Chart will apply.

                           (c) U.S. Treasury Securities, including Treasury
                  interest-only Strips and Treasury principal-only Strips, as
                  set forth below:

                                       24



<PAGE>


<TABLE>
             <S>                                                     <C>
             52-week Treasury Bills*                                 102%
             Two-Year Treasury Notes                                 104%
             Three-Year Treasury Notes                               108%
             Five-Year Treasury Notes                                109%
             10-Year Treasury Notes                                  115%
             30-Year Treasury Bonds                                  126%
</TABLE>

         --------------

         *   Treasury Bills with maturities of less than 52 weeks will be
             discounted at the appropriate Short-Term Money Market Instrument
             levels. Treasury Bills that mature the next day are considered cash
             equivalents and are valued at 100%.

             Treasury Strips: Treasury interest-only Strips will apply the
             discount factor for the Treasury category set forth above following
             the maturity of the Treasury Strip, e.g., a Treasury interest-only
             Strip with a maturity of seven years will apply the discount factor
             for the U.S. Treasury securities with a 10-year maturity. Treasury
             principal-only Strips will apply the discount factor that is two
             categories greater than its maturity, e.g., a Treasury
             principal-only Strip with a maturity of seven years will apply the
             discount factor for U.S. Treasury securities with a 30-year
             maturity.

                           (d) Cash and Cash Equivalents: The S&P Discount
                  Factor applied to Cash and Cash Equivalents will be (A) 100%
                  and (B) 102% for those portfolio securities which mature in
                  181 to 360 calendar days.

                  "S&P Eligible Assets" means the following:

                           (a) Common Stock, Preferred Stock and any debt
                  securities of REITs and Real Estate Companies;

                           (b) Interest rate swaps entered into according to
                  International Swap Dealers Association ("ISDA") standards if
                  (i) the counterparty to the swap transaction has a short-term
                  rating of not less than A-1 or, if the counterparty does not
                  have a short-term rating, the counterparty's senior unsecured
                  long-term debt rating is AA - or higher and (ii) the original
                  aggregate notional amount of the interest rate swap
                  transaction or transactions is not to be greater than the
                  liquidation preference of the AMPS originally issued. The
                  interest rate swap transaction will be marked-to-market daily;

                           (c) U.S. Treasury Securities and Treasury Strips (as
                  defined by S&P);

                           (d) Short-Term Money Market Instruments so long as
                  (A) such securities are issued by an institution, which, at
                  the time of investment, is a permitted bank (including
                  commercial paper issued by a corporation which complies with
                  the applicable assumptions that follow) ("permitted bank"
                  means any bank, domestic or foreign, whose commercial paper is
                  rated A-1+) provided, however, that Short-Term Money Market
                  Instruments with maturities of 30 days of less, invested in an
                  institution rated A-1 may comprise up to 20% of eligible
                  portfolio assets; and

                           (e) Cash, which is any immediately available funds in
                  U.S. dollars or any currency other than U.S. dollars which is
                  a freely convertible currency, and Cash Equivalents, which
                  means investments (other than Cash) that are one or more of
                  the following obligations or securities: (i) U.S. Government
                  Securities; (ii) certificates of deposits of, banker's
                  acceptances issued by or money market accounts in any
                  depository institution or trust company incorporated under the
                  laws of the United States of America or any state thereof and
                  subject to supervision and examination by Federal and/ or
                  state banking authorities, so long as the deposits offered by
                  such depository institution or trust company at the time of
                  such investments are rated and have a rating of at least "P-1"
                  by Moody's and "A-1+" by S&P (or, in the case of the principal
                  depository institution in a holding company system whose
                  deposits are not so rated, the long term debt obligations of
                  such holding company are rated and such rating is at least
                  "A-1" by Moody's and "A+" by S&P); (iii)

                                       25



<PAGE>


                  commercial paper issued by any depositary institution or trust
                  company incorporated under the laws of the United States of
                  America or any state thereof and subject to supervision and
                  examination by Federal and/or state banking authorities, or
                  any corporation incorporated under the laws of the United
                  States of America or any state thereof, so long as the
                  commercial paper of such issuer is rated and has at the time
                  of such investment a short term rating of at least "P-1" by
                  Moody's and "A-1+" by S&P on its commercial paper; (iv)
                  securities bearing interest or sold at a discount issued by
                  any corporation incorporated under the laws of the United
                  States of America or any state thereof the obligations of
                  which at the time of such investment are rated and that have a
                  credit rating of at least "P-1" by Moody's and "A-1+" by S&P
                  either at the time of such investment or the making of a
                  contractual commitment providing for such investment; (v)
                  shares of any money market fund organized under the laws of a
                  jurisdiction other than the United States, so long as such
                  money market fund is rated and has at the time of such
                  investment a short-term rating of at least "AAAm" or "AAAg" by
                  S&P and "Aaa" by Moody's and ownership of such investments
                  will not cause the issuer to become engaged in a trade or
                  business within the United States for U.S. Federal income tax
                  purposes or subject the issuer to tax on a net income basis;
                  and (vi) unleveraged overnight repurchase obligations on
                  customary terms with respect to investments described in
                  clauses (i) through (iv) above entered into a depository
                  institution, trust company or corporation that has a
                  short-term rating of at least "A-1+" by S&P; provided, that
                  (i) in no event shall Cash Equivalents include any obligation
                  that provides for payment of interest alone; (ii) Cash
                  Equivalents referred to in clauses (ii) and (iii) above shall
                  mature within 183 days of issuance; (iii) either Moody's or
                  S&P changes its rating system, then any ratings included in
                  this definition shall be deemed to be an equivalent rating in
                  a successor rating category of Moody's or S&P, as the case may
                  be; (iv) if either Moody's or S&P is not in the business of
                  rating securities, then any ratings included in this
                  definition shall be deemed to be an equivalent rating from
                  another Rating Agency; (v) Cash Equivalents (other than U.S.
                  Government Securities or money market funds maintained by the
                  Custodian) shall not include any such investment of more than
                  $100 million in any single issuer; and (vi) in no event shall
                  Cash Equivalents include any obligation that is not
                  denominated in Dollars, any synthetic securities, any
                  Securities with ratings containing an "r" subscript, and IOs
                  or any POs (other than commercial paper with a maturity within
                  183 days of issuance).

                  "S&P OC Test Rating Chart" means the chart set forth below:

<TABLE>
<CAPTION>
                        Moody's Rating          Mapped S&P Rating
                        ---------------------   ----------------------
                        <S>                     <C>
                           Aaa                   AA+
                           Aa1                   AA
                           Aa2                   AA-
                           Aa3                   A+
                           A1                    A
                           A2                    A-
                           A3                    BBB+
                           Baa1                  BBB
                           Baa2                  BBB-
                           Baa3                  BB+
                           Ba1                   BB-
                           Ba2                   B+
                           Ba3                   B
                           B1                    B-
                           B2                    CCC+
                           B3                    CCC
                           Caa                   CCC-
                           NR or below Caa       NR
</TABLE>

                  "S&P Real Estate Industry/Property Sector Classification"
         means, for the purposes of determining S&P Eligible Assets, each of the
         following Industry Classifications (as defined by NAREIT):

                                       26



<PAGE>


                  1.       Office

                  2.       Industrial

                  3.       Mixed

                  4.       Shopping Centers

                  5.       Regional Malls

                  6.       Free Standing

                  7.       Apartments

                  8.       Manufactured Homes

                  9.       Diversified

                  10.      Lodging/Resorts

                  11.      Health Care

                  12.      Home Financing

                  13.      Commercial Financing

                  14.      Self Storage

                  The Corporation will use its discretion in determining which
         NAREIT Industry Classification is applicable to a particular
         investment, and, when necessary will consult with the independent
         auditor and/or S&P, as necessary.

                  "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 AMPS.

                  "Sell Order" has the meaning set forth in Section 2(b) of Part
         II of these Articles Supplementary.

                  "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:

                           (i) 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;

                           (ii) demand or time deposits in, and banker's
                  acceptances and certificates of deposit of (A) 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 (B) 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);

                           (iii) overnight funds; and

                           (iv) U.S. Government Securities.

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

                                       27



<PAGE>


                  "Specific Redemption Provisions" means, with respect to any
         Special Dividend Period of more than one year, either, or any
         combination of (i) a period (a "Non-Call Period") determined by the
         Board of Directors after consultation with the Broker-Dealers, during
         which the shares subject to such Special Dividend Period are not
         subject to redemption at the option of the Corporation and (ii) a
         period (a "Premium Call 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.

                  "Standard Dividend Period" means a Dividend Period of seven
         days in the case of Series T, Series TH and Series F AMPS unless such
         7th day is not a Business Day, then the number of days ending on the
         Business Day next preceding such 7th day, or 28 days in the case of the
         Series W Preferred Shares, unless such day is not a Business Day, then
         the number of days ending on the Business Day next preceding such 28th
         day.

                  "Submission Deadline" means 1:00 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 Securities selected by the Corporation.

                  "U.S. Government Securities" 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 Preferred Shares Basic Maintenance Amount.

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

                  "Winning Bid Rate" has the meaning set forth in Section
         4(a)(iii) of Part II of these Articles Supplementary.

         18. Interpretation. References to sections, subsections, clauses,
sub-clauses, paragraphs and subparagraphs are to such sections, subsections,
clauses, sub-clauses, paragraphs and subparagraphs contained in this Part I or
Part II hereof, as the case may be, unless specifically identified otherwise.

                                       28



<PAGE>

                          PART II: AUCTION PROCEDURES

         1. Certain Definitions. As used in Part II of these Articles
Supplementary, the following terms shall have the following meanings, unless the
context otherwise requires and all section references below are to Part II of
these Articles Supplementary except as otherwise indicated: Capitalized terms
not defined in Section 1 of Part II of these Articles Supplementary shall have
the respective meanings specified in Part I of these Articles Supplementary.

                  "Agent Member" means a member of or participant in the
         Securities Depository that will act on behalf of existing or potential
         holders of AMPS.

                  "Available AMPS" has the meaning set forth in Section 4(a)(i)
         of Part II of these Articles Supplementary.

                  "Existing Holder" means (a) a person who beneficially owns
         those AMPS listed in that person's name in the records of the Auction
         Agent or (b) the beneficial owner of those AMPS 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 Section 2(a)(ii) of
         Part II of these Articles Supplementary.

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

                  "Order" has the meaning set forth in Section 2(a)(ii) of Part
         II of these Articles Supplementary.

                  "Potential Holder," means (a) any Existing Holder who may be
         interested in acquiring additional AMPS or (b) any other person who may
         be interested in acquiring AMPS 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 Section 2(b) of Part
         II of these Articles Supplementary.

                  "Submitted Bid Order" has the meaning set forth in Section
         4(a) of Part II of these Articles Supplementary.

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

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

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

                  "Sufficient Clearing Orders" means that all AMPS are the
         subject of Submitted Hold Orders or that the number of AMPS that are
         the subject of Submitted Buy Orders 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 AMPS that are subject of Submitted
         Hold/Sell Orders by Existing Holders specifying one or more rates
         higher than the Maximum Applicable Rate and (B) the number of AMPS that
         are subject to Submitted Sell Orders.

                  "Winning Bid Rate" means the lowest rate specified in the
         Submitted Orders which, if (A) each Submitted Hold/Sell Order from
         Existing Holders specifying such lowest rate and all other Submitted
         Hold/Sell Orders from Existing Holders specifying lower rates were
         accepted and (B) each Submitted Buy Order from Potential Holders
         specifying such lowest rate and all other Submitted Buy Orders from
         Potential Holders specifying lower rates were accepted, would result in
         the Existing Holders described in

                                       29



<PAGE>


         clause (A) above continuing to hold an aggregate number of AMPS which,
         when added to the number of AMPS to be purchased by the Potential
         Holders described in clause (B) above and the number of AMPS subject to
         Submitted Hold Orders, would be equal to the number of AMPS.

         2. Orders.

         (a) On or prior to the Submission Deadline on each Auction Date for
shares of a series of AMPS:

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

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

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

                  (C) the number of Outstanding shares, if any, of such series
         held by such Beneficial Owner which such Beneficial Owner offers to
         sell without regard to the Applicable Rate for shares of such series
         for the next succeeding Dividend Period of shares of such series; 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, if any, of such series which each
such Potential Beneficial Owner offers to purchase if the Applicable Rate for
shares of such series for the next succeeding Dividend Period of shares of such
series 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 clause (i)(A), (i)(B), (i)(C) or
(ii) of this paragraph (a) 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 (i)(A) of this paragraph (a) is hereinafter referred to as a "Hold Order"
and collectively as "Hold Orders"; an Order containing the information referred
to in clause (i)(B) or (ii) of this paragraph (a) is hereinafter referred to as
a "Bid" and collectively as "Bids"; and an Order containing the information
referred to in clause (i)(C) of this paragraph (a) 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 shares of
a series of AMPS subject to an Auction on any Auction Date shall constitute an
irrevocable offer to sell:

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

                  (B) such number or a lesser number of Outstanding shares of
         such series to be determined as set forth in clause (iv) of paragraph
         (a) of Section 5 of this Part II if the Applicable Rate for shares of
         such series determined on such Auction Date shall be equal to the rate
         specified therein; or

                  (C) the number of Outstanding shares of such series specified
         in such Bid if the rate specified therein shall be higher than the
         Maximum Rate for shares of such series, or such number or a lesser
         number of Outstanding shares of such series to be determined as set
         forth in clause (iii) of paragraph (b) of Section 5 of this Part II if
         the rate specified therein shall be higher than the Maximum Rate for
         shares of such series and Sufficient Clearing Bids for shares of such
         series do not exist.

                                       30



<PAGE>

         (ii) A Sell Order by a Beneficial Owner or an Existing Holder of shares
of a series of AMPS subject to an Auction on any Auction Date shall constitute
an irrevocable offer to sell:

                  (A) the number of Outstanding shares of such series specified
         in such Sell Order; or

                  (B) such number or a lesser number of Outstanding shares of
         such series as set forth in clause (iii) of paragraph (b) of Section 5
         of this Part II if Sufficient Clearing Bids for shares of such series
         do not exist;

provided, however, that a Broker-Dealer that is an Existing Holder with respect
to shares of a series of AMPS shall not be liable to any Person for failing to
sell such shares pursuant to a Sell Order described in the proviso to paragraph
(c) of Section 3 of this Part II 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 Section 6 of this Part II 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 shares of a series of AMPS subject
to an Auction on any Auction Date shall constitute an irrevocable offer to
purchase:

                  (A) the number of Outstanding shares of such series specified
         in such Bid if the Applicable Rate for shares of such series 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 such
         series as set forth in clause (v) of paragraph (a) of Section 5 of this
         Part II if the Applicable Rate for shares of such series determined on
         such Auction Date shall be equal to the rate specified therein.

         (c) No Order for any number of AMPS 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 AMPS of a
series 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 such series that are
         the subject of such Order;

                  (iii) to the extent that such Bidder is an Existing Holder of
         shares of such series:

                           (A) the number of shares, if any, of such series
                  subject to any Hold Order of such Existing Holder;

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

                           (C) the number of shares, if any, of such series
                  subject to any Sell Order of such Existing Holder; and

                  (iv) to the extent such Bidder is a Potential Holder of shares
         of such series, the rate and number of shares of such series 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%.

                                       31



<PAGE>


         (c) If an Order or Orders covering all of the Outstanding AMPS of a
series 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 such series 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 shares of such series 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 91 Dividend Period 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 such series 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 AMPS
of a series 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 for shares of such series shall be
         considered valid, but only up to and including in the aggregate the
         number of Outstanding shares of such series held by such Existing
         Holder, and if the number of shares of such series subject to such Hold
         Orders exceeds the number of Outstanding shares of such series 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 such series held by such Existing Holder;

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

                           (B) subject to subclause (A), if more than one Bid of
                  an Existing Holder for shares of such series is submitted to
                  the Auction Agent with the same rate and the number of
                  Outstanding shares of such series 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 such series subject to each Bid with the same
                  rate shall be reduced pro rata to cover the number of shares
                  of such series equal to such excess;

                           (C) subject to subclauses (A) and (B), if more than
                  one Bid of an Existing Holder for shares of such series 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 such series subject to any portion of
                  Bids considered not valid in whole or in part under this
                  clause (ii) shall be treated as the subject of a Bid for
                  shares of such series by or on behalf of a Potential Holder at
                  the rate therein specified; and

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

         (e) If more than one Bid for one or more shares of a series of AMPS 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.

                                       32



<PAGE>


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

         (a) Not earlier than the Submission Deadline on each Auction Date for
shares of a series of AMPS, the Auction Agent shall assemble all valid Orders
submitted or deemed submitted to it by the Broker-Dealers in respect of shares
of such series (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 for such series:

                  (i) the excess of the number of Outstanding shares of such
         series over the number of Outstanding shares of such series subject to
         Submitted Hold Orders (such excess being hereinafter referred to as the
         "Available AMPS" of such series);

                  (ii) from the Submitted Orders for shares of such series
         whether:

                           (A) the number of Outstanding shares of such series
                  subject to Submitted Bids of Potential Holders specifying one
                  or more rates equal to or lower than the Maximum Rate (for all
                  Dividend Periods) for shares of such series; exceeds or is
                  equal to the sum of

                           (B) the number of Outstanding shares of such series
                  subject to Submitted Bids of Existing Holders specifying one
                  or more rates higher than the Maximum Rate (for all Dividend
                  Periods) for shares of such series; and

                           (C) the number of Outstanding shares of such series
                  subject to Submitted Sell Orders (in the event such excess or
                  such equality exists (other than because the number of shares
                  of such series in subclauses (B) and (C) above is zero because
                  all of the Outstanding shares of such series are subject to
                  Submitted Hold Orders), such Submitted Bids in subclause (A)
                  above being hereinafter referred to collectively as
                  "Sufficient Clearing Bids" for shares of such series); and

                  (iii) if Sufficient Clearing Bids for shares of such series
         exist, the lowest rate specified in such Submitted Bids (the "Winning
         Bid Rate" for shares of such series) 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 such series which, when added to the
                  number of Outstanding shares of such series to be purchased by
                  such Potential Holders described in subclause (B) above, would
                  equal not less than the Available AMPS of such series.

         (b) Promptly after the Auction Agent has made the determinations
pursuant to paragraph (a) of this Section 4, the Auction Agent shall advise the
Corporation of the Maximum Rate for shares of the series of AMPS for which an
Auction is being held on the Auction Date and, based on such determination, the
Applicable Rate for shares of such series for the next succeeding Dividend
Period thereof as follows:

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

                  (ii) if Sufficient Clearing Bids for shares of such series 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 all shares of such series for the next succeeding Dividend Period
         thereof shall be equal to the Maximum Rate for shares of such series;
         or

                                       33



<PAGE>


                  (iii) if all of the Outstanding shares of such series are
         subject to Submitted Hold Orders, that the Applicable Rate for all
         shares of such series 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 AMPS that are
subject to Submitted Hold Orders, and, based on the determinations made pursuant
to paragraph (a) of Section 4 of this Part II, 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 a series of AMPS
         have been made, all Submitted Sell Orders with respect to shares of
         such series shall be accepted and, subject to the provisions of
         paragraphs (d) and (e) of this Section 5, Submitted Bids with respect
         to shares of such series shall be accepted or rejected as follows in
         the following order of priority and all other Submitted Bids with
         respect to shares of such series shall be rejected:

                           (i) Existing Holders" Submitted Bids for shares of
                  such series specifying any rate that is higher than the
                  Winning Bid Rate for shares of such series shall be accepted,
                  thus requiring each such Existing Holder to sell the AMPS
                  subject to such Submitted Bids;

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

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

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

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

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

                                       34



<PAGE>


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

                           (ii) Potential Holders' Submitted Bids for shares of
                  such series specifying any rate that is equal to or lower than
                  the Maximum Rate for shares of such series shall be accepted;
                  and

                           (iii) Each Existing Holder's Submitted Bid for shares
                  of such series specifying any rate that is higher than the
                  Maximum Rate for shares of such series and the Submitted Sell
                  Orders for shares of such series 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 the shares of such series
                  subject to such Submitted Bid or Submitted Sell Order, but in
                  both cases only in an amount equal to the number of shares of
                  such series obtained by multiplying the number of shares of
                  such series subject to Submitted Bids described in clause (ii)
                  of this paragraph (b) by a fraction, the numerator of which
                  shall be the number of Outstanding shares of such series 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 such series subject
                  to all such Submitted Bids and Submitted Sell Orders.

                  (c) If all of the Outstanding shares of a series of AMPS are
         subject to Submitted Hold Orders, all Submitted Bids for shares of such
         series shall be rejected.

                  (d) If, as a result of the procedures described in clause (iv)
         or (v) of paragraph (a) or clause (iii) of paragraph (b) of this
         Section 5, 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 a series of AMPS 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 AMPS of such series 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 of a series of AMPS.

                  (e) If, as a result of the procedures described in clause (v)
         of paragraph (a) of this Section 5 any Potential Holder would be
         entitled or required to purchase less than a whole share of a series of
         AMPS on any Auction Date, the Auction Agent shall, in such manner as it
         shall determine in its sole discretion, allocate AMPS of such series
         for purchase among Potential Holders so that only whole AMPS of such
         series 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 AMPS of such series on
         such Auction Date.

                  (f) Based on the results of each Auction for shares of a
         series of AMPS, the Auction Agent shall determine the aggregate number
         of shares of such series to be purchased and the aggregate number of
         shares of such series 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, AMPS of such series. Notwithstanding any
         provision of the Auction Procedures or the Settlement Procedures to the
         contrary, in the event an Existing Holder or Beneficial Owner of shares
         of a series of AMPS 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 AMPS that have been made in respect of Potential
         Holders' or Potential Beneficial Owners' Submitted Bids for shares of
         such series 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

                                       35



<PAGE>


         Owner, a Potential Beneficial Owner or its respective Agent Member to
         deliver AMPS of any series or to pay for AMPS of any series sold or
         purchased pursuant to the Auction Procedures or otherwise.

         6. Transfer of AMPS. Unless otherwise permitted by the Corporation, a
Beneficial Owner or an Existing Holder may sell, transfer or otherwise dispose
of AMPS 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 Part
II or to a Broker-Dealer; provided, however, that (a) a sale, transfer or other
disposition of AMPS 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 Section 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.



                         [Remainder of page left blank]


                                       36



<PAGE>


         IN WITNESS WHEREOF, COHEN & STEERS QUALITY INCOME REALTY FUND, INC. has
caused these presents to be signed in its name and on its behalf by its Vice
President and witnessed by its Assistant Secretary as of this __ day of
____________, 2002.


WITNESS:


By:
     ---------------------------------
Name: Lawrence B. Stoller
Title: Assistant Secretary

                                          COHEN & STEERS QUALITY
                                          INCOME REALTY FUND, INC.
                                          By:
                                              ----------------------------------
                                              Name: Adam M. Derechin
                                              Title: Vice President

         THE UNDERSIGNED, Vice President of the COHEN & STEERS QUALITY INCOME
REALTY FUND, INC., who executed on behalf of the Corporation the foregoing
Articles Supplementary hereby acknowledges the foregoing Articles Supplementary
to be the corporate act of the Corporation and hereby certifies to the best of
his knowledge, information, and belief that the matters and facts set forth
herein with respect to the authorization and approval thereof are true in all
material respects under the penalties of perjury.




                                          --------------------------------------
                                          Name: Adam M. Derechin
                                          Title: Vice President

                                       37



</TEXT>
</DOCUMENT>
