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


<PAGE>

                             ARTICLES SUPPLEMENTARY

                 COHEN & STEERS QUALITY INCOME REALTY FUND, INC.

            Articles Supplementary Creating And Fixing The Rights of
               Series M28 Taxable Auction Market Preferred Shares

     Cohen & Steers Quality Income Realty Fund, Inc., a Maryland corporation
having its principal 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 Articles of Incorporation, as amended
and supplemented (which as 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, 2,400 shares of the Corporation's Taxable Auction
Market Preferred Shares (par value $.001 per share) (the "AMPS") and has further
classified all of such shares as "Series M28 AMPS," liquidation preference
$25,000 per share (herein referred to as the "Series").

     Second: Pursuant to Section 2-411 of the MGCL and authority granted by
Article III of the Corporation's 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 Series, as set forth
herein.

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

                                   DESIGNATION

     Series M28 AMPS: A series of AMPS, par value $.001 per share, liquidation
preference $25,000 per share, is hereby designated "Series M28 Taxable Auction
Market Preferred Shares" (the "Series"). Each share of the Series 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 will 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 will 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 will be as set forth in the Articles Supplementary with respect to the
additional shares.

     As used in Part I and Part II of these Articles Supplementary, capitalized
terms will 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 is
2,400 shares. No fractional shares of the Series will be issued.





<PAGE>

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

     (c) Shares of the Series will 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 the Series will have, solely by reason of being
such a holder, any preemptive or other right to acquire, purchase or subscribe
for any shares of the 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 the Series will 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 the Series issued on the Date of
Original Issue will accumulate from the Date of Original Issue.

     (b) (i) Dividends will 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 the Series, as follows:

               (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
will be the first Business Day following such day for payment of dividends.

          (iii) The Corporation will pay to the Paying Agent not later than
12:00 noon, New York City time, on each Dividend Payment Date for the Series, an
aggregate amount of immediately available funds equal to the dividends to be
paid to all Holders of the Series on such Dividend Payment Date. The Corporation
will 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
will 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 the Series will be paid on the Dividend Payment
Date therefor to the Holders of the 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) The dividend rate on Outstanding shares of the Series during the
period from and after the Date of Original Issue to and including the last day
of the initial Dividend Period therefor will be equal to the rate as determined
in the manner set forth under "Designation" above. For each subsequent Dividend
Period for the Series, the dividend rate will 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 the


                                       2




<PAGE>

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 the 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 the Series for any
such Dividend Period will be the Maximum Rate (except (i) during a Default
Period when the dividend rate will 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 will be the Maximum Rate at the
close of business on the last day of such Default Period). If the Corporation
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 the 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 will end on the
Business Day on which, by 12:00 noon, New York City time, all unpaid dividends
and any unpaid Redemption Price will 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 will 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 will be held during
a Default Period.

          (iii) No Default Period with respect to a Dividend Default or
Redemption Default will 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 the Series. The Default Rate will 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) will 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 the 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) will 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 the Series will first be
credited against the earliest accumulated but unpaid dividends.

     (e) For so long as the shares of the Series 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 Series as to dividends or upon liquidation) with
respect to Common Shares or any other capital stock of the Corporation ranking
junior to the Series as to dividends or upon liquidation, or call for
redemption, redeem, purchase or otherwise acquire for consideration any Common


                                       3




<PAGE>

Shares or other capital stock ranking junior to the Series (except by conversion
into or exchange for shares of the Corporation ranking junior to the Series 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 Series or will 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 Series 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 shares of the Series 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 Series for any period unless full cumulative
dividends have been or contemporaneously are declared and paid on the Series
through their most recent Dividend Payment Date. When dividends are not paid in
full upon the Series 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 the Series through their most recent respective Dividend Payment Dates, all
dividends declared upon the Series and any other such series of stock ranking on
a parity as to the payment of dividends with the Series will be declared pro
rata so that the amount of dividends declared per share on the Series and any
other such series of preferred stock ranking on a parity therewith will in all
cases bear to each other the same ratio that accumulated dividends per share on
the Series and such other series of preferred stock ranking on a parity
therewith bear to each other.

     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 the 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 the 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 will 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 the Series by reason of the redemption of
the 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 will 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 Series will be subject to mandatory redemption out of funds legally
available therefor. The number of shares of the Series to be redeemed in such
circumstances will be equal to the lesser of (A) the minimum number of shares
of the Series the redemption of which, if deemed to have occurred immediately
prior to the opening of business on the relevant Asset


                                       4




<PAGE>

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 shares of the Series then Outstanding will be
redeemed) and (B) the maximum number of shares of the Series 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 shares of the Series required to be redeemed
in accordance with the foregoing Section 3(a)(ii), the Corporation will 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 Series 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
will 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 shares of the Series 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 will redeem those shares of the Series, and shares of other
preferred stock which it was unable to redeem, on the earliest practicable date
on which the Corporation will have such funds available, upon notice pursuant to
Section 3(b) to record owners of the Series to be redeemed and the Paying Agent.
The Corporation will deposit with the Paying Agent funds sufficient to redeem
the specified number of shares of the Series 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 shares of the Series are to be
redeemed pursuant to this Section 3(a)(iii), the number of shares to be redeemed
will be redeemed pro rata from the Holders of such shares in proportion to the
number of the shares of the Series held by such Holders, by lot or by such other
method as the Corporation will 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 will 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 the 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 will 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 the 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 the 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 will 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,


                                       5




<PAGE>

the Notice of Redemption mailed to such Holder will 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 Series, may be redeemed at the option of the
Corporation unless all dividends in arrears on the Outstanding Series and any
other preferred stock have been or are being contemporaneously paid or set aside
for payment; provided, however, that the foregoing will 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 the 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 will cease
to accumulate and such shares will 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 will 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 will be paid by the
Paying Agent to the nominee of the Securities Depository. The Corporation will
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 the Series called for redemption on
such date and (ii) such other amounts, if any, to which Holders of shares of the
Series called for redemption may be entitled. Any funds so deposited that are
unclaimed at the end of two years from such redemption date will, to the extent
permitted by law, be paid to the Corporation, after which time the Holders of
shares of the 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 will notify all
Holders whose funds are 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 will 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 will 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 the Series will
be deemed to exist at any time after the date specified for redemption in a
Notice of Redemption when the Corporation will 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
the Series for which a Notice of Redemption has been given, dividends may be
declared and paid on shares of the Series and will include those shares of the
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 the Series called for redemption will 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 the 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 the 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 the 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 will have no voting rights. If fewer than all the Outstanding shares
of the Series are redeemed or otherwise acquired by the Corporation, the
Corporation will


                                       6




<PAGE>

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 the Series will be redeemed, and in the event that any provision of
the Charter would require redemption of a fractional share, the Auction Agent
will 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, ranking
on a parity with the Series 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
Series) 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 shares of the Series 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 the Series will be as determined in the
manner set forth under "Designation" above. The Corporation will designate the
duration of subsequent Dividend Periods of the Series; provided, however, that
no such designation is necessary for a Standard Dividend Period and, provided
further, that any designation of a Special Dividend Period will be effective
only if (i) notice thereof will have been given as provided herein, (ii) any
failure to pay in a timely manner to the Auction Agent the full amount of any
dividend on, or the redemption price of, the Series will have been cured as
provided above, (iii) Sufficient Clearing Orders will 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 will have mailed a Notice of
Redemption with respect to any shares, the redemption price with respect to such
shares will have been deposited with the Paying Agent, (v) in the case of the
designation of a Special Dividend Period, the Broker-Dealers will have notified
the Corporation in writing that it believes the Auction for the Special Dividend
Period will be successful, and (vi) each Rating Agency will have confirmed in
writing to the Corporation that such designation will not adversely affect their
respective then-current ratings of the Series.

     (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 will 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 will 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 will 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 will 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


                                       7




<PAGE>

          (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 will 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 the 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 the Series through
different Broker-Dealers, advises the Auction Agent of such transfer. The
certificates representing the shares of the 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 the Series will be entitled to one
vote for each share of the Series held on each matter on which the Holders of
the Series are entitled to vote, and (ii) the holders of the Outstanding shares
of preferred stock, including the Series, and holders of shares of Common Shares
will vote together as a single class on all matters submitted to the
stockholders; provided, however, that, with respect to the election of
directors, the holders of the Outstanding shares of preferred stock, including
the Series, represented in person or by proxy at a meeting for the election of
directors, will 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
the 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 the Series, voting
together as a single class, will be entitled to elect the balance of the
directors.

     (b) If at any time dividends on the Series will be unpaid in an amount
equal to two full years' dividends on the Series (a "Voting Period"), the number
of directors constituting the Board of Directors will be automatically increased
by the smallest number of additional directors that, when added to the number of
directors then constituting the Board of Directors, will (together with the two
directors elected by the holders of preferred stock, including the 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
the Series, will 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 will 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 will continue unless and until all dividends in
arrears on the Series will 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 will cease, subject always, however, to the revesting of such
voting rights in the holders of preferred stock, including the 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 the Series, to elect additional directors
as described in paragraph (b) of this Section 6, the Corporation will notify the
Auction Agent, and the Auction Agent will 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


                                       8




<PAGE>

determining the holders entitled to notice of and to vote at such special
meeting will 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 the 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), will 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 will 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 the 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 the
Series, is required, no holder of shares of preferred stock, including the
Series, will be entitled to vote and no share of preferred stock, including the
Series, will 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 the Series in
trust with the Paying Agent for that purpose and the requisite Notice of
Redemption with respect to such shares will 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 Series and holders of other
shares of preferred stock to elect directors pursuant to paragraph (b) of this
Section 6 will continue, notwithstanding the election at such meeting by the
holders of the number of directors that they are entitled to elect.

     (f) Simultaneously with the termination of a Voting Period, the terms of
office of the additional directors elected by the Holders of the Series and
holders of shares of other preferred stock pursuant to paragraph (b) of this
Section 6 will terminate, the remaining directors will 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 will 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 the Series will 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 Series of the Corporation or
fails to redeem any shares of the Series which it is required to redeem, or any
other event occurs which requires the mandatory redemption of the Series 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 the Series will be the right to vote for
directors pursuant to the provisions of paragraph (b) of this Section 6. In no
event will the Holders of the Series 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 the 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 Series, (D) liens, pledges, charges, security interests, security
agreements or other encumbrances arising in connection with any indebtedness
permitted under


                                       9




<PAGE>

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 will 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 the Series,
voting as a separate class, will 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 will, 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 will, 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, will 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
will 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 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 the 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 the Series, and any such amendment, alteration or
repeal will not be deemed to affect the preferences, rights or powers of the
Series 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 the 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 the 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 the Series, will 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 will 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 will be entitled to
no further participation in any distribution or


                                       10




<PAGE>

payment in connection with any such liquidation, dissolution or winding up. The
Series will rank on a parity with shares of any other series of preferred stock
of the Corporation (including the 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 the Series, will be insufficient to permit
the payment in full to such holders of the amounts to which they are entitled,
then such available assets will be distributed among the holders of all
outstanding shares of preferred stock, including the 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 the 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 entity or entities, nor the sale, lease, exchange or transfer by the
Corporation of all or substantially all of its property and assets, will 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 the Series of the full preferential
amounts provided for in this Section 7, the Holders of the Series as such will
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 the Series, upon dissolution,
liquidation or winding up of the affairs of the Corporation, whether voluntary
or involuntary, will 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 will be made on account of any shares of any other series of
preferred stock unless proportionate distributive amounts will be paid on
account of the Series, 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 will have been made in full to the Holders of the Series as
provided in paragraph (a) of this Section 7, but not prior thereto, any other
series or class of shares ranking junior to the Series with respect to the
distribution of assets upon dissolution, liquidation or winding up of the
affairs of the Corporation will, 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 Series will not be entitled to
share therein.

     8. Auction Agent. For so long as any shares of the Series are Outstanding,
the Auction Agent, duly appointed by the Corporation to so act, will 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 will 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
the 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 Corporation may
remove the auction agent provided that prior to such removal the Corporation
will have entered into such an agreement with a successor auction agent.

     9. 1940 Act Preferred Shares Asset Coverage. The Corporation will 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) will be the sole remedy in the event the Corporation fails to do so.

     10. Preferred Shares Basic Maintenance Amount. So long as any shares of the
Series are Outstanding and any Rating Agency so requires, the Corporation will
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) will be the sole remedy in the event the Corporation fails to
do so.


                                       11




<PAGE>

     11. Certain Other Restrictions. So long as any shares of the Series 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 Series), Moody's (if Moody's is
then rating the Series) and (if applicable) such Other Rating Agency, that any
such action would not impair the rating then assigned by such Rating Agency to
the Series, 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 Series, issue additional
shares of any series of preferred stock, including the Series or reissue any
shares of preferred stock, including the 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 Series, 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 Series are rated by Moody's: (A) the Corporation
will not 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 will write only
exchange-traded options on exchanges approved by Moody's (if Moody's is then
rating the Series); (G) where delivery may be made to the Corporation with any
of a class of securities, the Corporation will 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 will 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 will 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.


                                       12




<PAGE>

     (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 will 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 calendar year the asset coverage test on a date
randomly selected by the auditor.

     (e) The Corporation will 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 will 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 will 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 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 will 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
will 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 a Preferred Shares Basic Maintenance Certificate with
respect to a date 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.


                                       13




<PAGE>

     (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 will 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 will 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, will 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 will 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 shares of the Series may waive any provision
hereof intended for their 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 shares of the Series are Outstanding,
all rights and preferences of such shares established and designated hereunder
will cease and terminate, and all obligations of the Corporation under these
Articles Supplementary will terminate.

     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 will 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


                                       14




<PAGE>

     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 will be deemed to be an Affiliate
     nor will 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 30-day "AA" Composite Commercial Paper
     Rate in the case of the Series M28 AMPS.

               "AMPS" has the meaning set forth in Article FIRST of these
     Articles Supplementary.

               "Applicable Rate" means, with respect to the 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 the Series
     are the subject of Submitted Hold Orders for the Auction in respect
     thereof, the All Hold Rate.

               "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 the 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 the 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 the Series.


                                       15




<PAGE>

               "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 will 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.

               "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 the 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 Series), the Moody's Discount Factor (if Moody's is then rating
     the Series) or the discount factor established by any Other Rating Agency
     which is then rating the Series 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.


                                       16




<PAGE>

               "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 Series means any date
     on which dividends are payable pursuant to Section 2(b) of Part I hereof.

               "Dividend Period" means, with respect to the Series, the initial
     period determined in the manner set forth under "Designation" above, and
     thereafter, the period commencing on the Business Day following each
     Dividend Period for the Series and ending on the calendar day immediately
     preceding the next Dividend Payment Date for the Series.

               "Eligible Assets" means Moody's Eligible Assets (if Moody's is
     then rating the Series), S&P Eligible Assets (if S&P is then rating the
     Series), and/or Other Rating Agency Eligible Assets if any Other Rating
     Agency is then rating the Series, 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 Series, the registered holder
     of shares of the Series as the same appears on the stock ledger or stock
     records of the Corporation.

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

               "Liquidation Preference" means $25,000 per share of Series.

               "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 will 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 will be either
     (a) market makers in the securities being valued or (b) members of the
     National Association of Securities Dealers, Inc. Where


                                       17




<PAGE>

     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 Series 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 Preferred 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:

<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:

<TABLE>
<CAPTION>
     Terms of Maturity of
     Non-Investment Grade
             Bonds             Aaa    Aa    A    Baa    Ba    B    NR(1)
     -----------------------   ---   ---   ---   ---   ---   ---   -----
<S>                            <C>   <C>   <C>   <C>   <C>   <C>    <C>
</TABLE>


                                       18




<PAGE>

<TABLE>
<S>                            <C>   <C>   <C>   <C>   <C>   <C>    <C>
     1 year or less            109%  112%  115%  118%  137%  150%   250%
     2 years or less (but      115%  118%  122%  125%  146%  160%   250%
     longer than 1 year)
     3 years or less (but      120%  123%  127%  131%  153%  168%   250%
     longer than 2 years)
     4 years or less (but      126%  129%  133%  138%  161%  176%   250%
     longer than 3 years)
     5 years or less (but      132%  135%  139%  144%  168%  185%   250%
     longer than 4 years)
     7 years or less (but      139%  143%  147%  152%  179%  197%   250%
     longer than 5 years)
     10 years or less (but     145%  150%  155%  160%  189%  208%   250%
     longer than 7 years)
     15 years or less (but     150%  155%  160%  165%  196%  216%   250%
     longer than 10 years)
     20 years or less (but     150%  155%  160%  165%  196%  228%   250%
     longer than 15 years)
     30 years  or less (but    150%  155%  160%  165%  196%  229%   250%
     longer than 20 years)
     Greater than 30 years     165%  173%  181%  189%  205%  240%   250%
</TABLE>

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

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

<TABLE>
<CAPTION>
                                                  U.S. Treasury Securities   U.S. Treasury 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%                    115%
     3 years or less (but longer than 2 years)               118%                    121%
     4 years or less (but longer than 3 years)               123%                    128%
     5 years or less (but longer than 4 years)               128%                    135%
     7 years or less (but longer than 5 years)               135%                    147%
     10 years or less (but longer than 7 years)              141%                    163%
     15 years or less (but longer than 10 years)             146%                    191%
     20 years or less (but longer than 15 years)             154%                    218%
     30 years or less (but longer than 20 years)             154%                    244%
</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


                                       19




<PAGE>

               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 or Fitch 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 issues 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 by Moody's or A-1 by S&P
               or, if the counterparty does not have a short-term rating, the
               counterparty's senior unsecured long-term debt rating is A3 or
               higher by Moody's or A+ or higher by S&P;

                    (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;

                    (iii) the interest rate swap transaction will be
               marked-to-market daily;

                    (iv) an interest rate swap that is in-the-money is
               discounted at the counterparty's corporate debt rating for the
               maturity of the swap for purposes of calculating Moody's Eligible
               Assets; and

                    (v) an interest rate swap that is out-of-the money includes
               that negative mark-to-market amount as indebtedness for purposes
               of calculating the Preferred Shares Basic Maintenance amount;

                    (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 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


                                       20




<PAGE>

                    (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 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.


                                       21




<PAGE>

               "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 Series 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 "Persons" 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 aggregate amount of dividends that would accumulate
               on shares of the Series of the AMPS outstanding from such first
               respective Dividend Payment Date therefor through the 56th day
               after such Valuation Date, at the Maximum Rate; (D) the amount of
               anticipated Corporation non-interest expenses for the 90 days
               subsequent to such Valuation Date; (E) the amount of the current
               outstanding balances of any indebtedness which is senior to the
               AMPS plus interest actually accrued together with 30 days
               additional interest on the current outstanding balances
               calculated at the current rate; (F) any other current liabilities
               payable during


                                       22




<PAGE>

               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)(E); and (G) any current
               liabilities as of such Valuation Date to the extent not reflected
               in any of (i)(A) through (i)(F): 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 will also be applied to
          any interest rate swap or cap, in which case the rating of the
          counterparty will 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>
<C>                                                          <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 A+ 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) commercial paper
          issued by any depositary institution or trust company incorporated
          under the


                                       25




<PAGE>

          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) 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 will Cash Equivalents include any obligation that provides
          for payment of interest alone; (ii) Cash Equivalents referred to in
          clauses (ii) and (iii) above will mature within 183 days of issuance;
          (iii) either Moody's or S&P changes its rating system, then any
          ratings included in this definition will 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 will 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) will not include any such
          investment of more than $100 million in any single issuer; and (vi) in
          no event will 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 28 days,
     unless the day after such 28th day is not a Business Day, then the number
     of days ending on the calendar day next preceding the next Business Day
     (such Business Day, being the Dividend Payment Date for the Series).

               "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 will not have been published during the 15 days
     preceding the date of computation, the foregoing computations will 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 will 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 will 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 the
     Series.

               "Available Shares of the Series" 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
     shares of the Series listed in that person's name in the records of the
     Auction Agent or (b) the beneficial owner of those shares of the Series
     which are listed under such person's Broker-Dealer's name in the records of
     the Auction Agent, which Broker-Dealer will 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 the Series 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 shares of the Series or (b) any other
     person who may be interested in acquiring shares of the Series 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 will 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 shares of the Series 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 shares of the Series 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 shares of the Series
     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


                                       29




<PAGE>

     Potential Holders specifying lower rates were accepted, would result in the
     Existing Holders described in clause (A) above continuing to hold an
     aggregate number of shares of the Series which, when added to the number of
     shares of the Series to be purchased by the Potential Holders described in
     clause (B) above and the number of shares of the Series subject to
     Submitted Hold Orders, would be equal to the number of shares of the
     Series.

     2. Orders.

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

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

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

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

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

          (ii) each Broker-Dealer, using lists of Potential Beneficial Owners,
will 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 the Series which each
such Potential Beneficial Owner offers to purchase if the Applicable Rate for
shares of the Series for the next succeeding Dividend Period of shares of the
Series will 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 the
Series subject to an Auction on any Auction Date will constitute an irrevocable
offer to sell:

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

               (B) such number or a lesser number of Outstanding shares of the
     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 the Series
     determined on such Auction Date will be equal to the rate specified
     therein; or

               (C) the number of Outstanding shares of the Series specified in
     such Bid if the rate specified therein will be higher than the Maximum Rate
     for shares of the Series, or such number or a lesser number of Outstanding
     shares of the Series to be determined as set forth in clause (iii) of
     paragraph (b) of Section 5


                                       30




<PAGE>

     of this Part II if the rate specified therein will be higher than the
     Maximum Rate for shares of the Series and Sufficient Clearing Bids for
     shares of the Series do not exist.

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

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

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

provided, however, that a Broker-Dealer that is an Existing Holder with respect
to shares of the Series will 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 the Series subject to
an Auction on any Auction Date will constitute an irrevocable offer to purchase:

               (A) the number of Outstanding shares of the Series specified in
     such Bid if the Applicable Rate for shares of the Series determined on such
     Auction Date will be higher than the rate specified therein; or (B) such
     number or a lesser number of Outstanding shares of the Series as set forth
     in clause (v) of paragraph (a) of Section 5 of this Part II if the
     Applicable Rate for shares of the Series determined on such Auction Date
     will be equal to the rate specified therein.

     (c) No Order for any number of shares of the Series other than whole shares
will be valid.

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

     (a) Each Broker-Dealer will submit in writing to the Auction Agent prior to
the Submission Deadline on each Auction Date all Orders for shares of the Series
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 will specify with respect to each Order for such shares:

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

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

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

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

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

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


                                       31




<PAGE>

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

     (c) If an Order or Orders covering all of the Outstanding shares of the
Series held by any Existing Holder is not submitted to the Auction Agent prior
to the Submission Deadline, the Auction Agent will deem a Hold Order to have
been submitted by or on behalf of such Existing Holder covering the number of
Outstanding shares of the 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 the 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 will deem a Sell Order to have been
submitted by or on behalf of such Existing Holder covering the number of
outstanding shares of the 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 the
Series subject to an Auction held by such Existing Holder, such Orders will be
considered valid in the following order of priority:

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

          (ii) (A) any Bid for shares of the Series will be considered valid up
to and including the excess of the number of Outstanding shares of the Series
held by such Existing Holder over the number of shares of the 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 the Series is submitted to the
               Auction Agent with the same rate and the number of Outstanding
               shares of the Series subject to such Bids is greater than such
               excess, such Bids will be considered valid up to and including
               the amount of such excess, and the number of shares of the Series
               subject to each Bid with the same rate will be reduced pro rata
               to cover the number of shares of the Series equal to such excess;

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

          (iii) all Sell Orders for shares of the Series will be considered
valid up to and including the excess of the number of Outstanding shares of the
Series held by such Existing Holder over the sum of shares of the 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 the Series is submitted
to the Auction Agent by or on behalf of any Potential Holder, each such Bid
submitted will 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, will 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 the Series, the Auction Agent will assemble all valid Orders submitted
or deemed submitted to it by the Broker-Dealers in respect of shares of the
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
will determine for the Series:

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

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

                    (A) the number of Outstanding shares of the 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 the Series; exceeds or is equal to the sum
               of

                    (B) the number of Outstanding shares of the 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 the Series; and

                    (C) the number of Outstanding shares of the Series subject
               to Submitted Sell Orders (in the event such excess or such
               equality exists (other than because the number of shares of the
               Series in subclauses (B) and (C) above is zero because all of the
               Outstanding shares of the 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 the Series); and

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

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

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

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


                                       33




<PAGE>

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

     5. Acceptance and Rejection of Submitted Bids and Submitted Sell Orders and
Allocation. Existing Holders will 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 will be accepted or rejected by the Auction Agent and the Auction
Agent will take such other action as set forth below:

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

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

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

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

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

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

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

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


                                       34




<PAGE>

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

          (iii) Each Existing Holder's Submitted Bid for shares of the Series
specifying any rate that is higher than the Maximum Rate for shares of the
Series and the Submitted Sell Orders for shares of the Series of each Existing
Holder will 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 the 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 the
Series obtained by multiplying the number of shares of the Series subject to
Submitted Bids described in clause (ii) of this paragraph (b) by a fraction, the
numerator of which will be the number of Outstanding shares of the Series held
by such Existing Holder subject to such Submitted Bid or Submitted Sell Order
and the denominator of which will be the aggregate number of Outstanding shares
of the Series subject to all such Submitted Bids and Submitted Sell Orders.

     (c) If all of the Outstanding shares of the Series are subject to Submitted
Hold Orders, all Submitted Bids for shares of the Series will 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 the Series on any
Auction Date, the Auction Agent will, in such manner as it will determine in its
sole discretion, round up or down the number of shares of the 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 will be
whole shares of the Series.

     (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 the Series on any Auction Date, the Auction
Agent will, in such manner as it will determine in its sole discretion, allocate
shares of the Series for purchase among Potential Holders so that only whole
shares of the 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 the Series on such Auction Date.

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

     (g) Neither the Corporation nor the Auction Agent nor any affiliate of
either will have any responsibility or liability with respect to the failure of
an Existing Holder, a Potential Holder, a Beneficial Owner, a Potential
Beneficial Owner or its respective Agent Member to deliver shares of the Series
or to pay for shares of the 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 shares of the Series 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 shares of the Series 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
will not be deemed to be a sale, transfer or other


                                       35




<PAGE>

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 will 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
President and witnessed by its Assistant Secretary as of this __ day of
September, 2003.

WITNESS:


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


                                          COHEN & STEERS QUALITY
                                          INCOME REALTY FUND, INC.


                                          By:
                                              ----------------------------------
                                              Name: Martin Cohen
                                              Title: President

          THE UNDERSIGNED, 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: Martin Cohen
                                          Title: President


                                       37




</TEXT>
</DOCUMENT>
