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


CERTIFICATE NUMBER                                              NUMBER OF SHARES

       1                                                              2,200


               COHEN & STEERS REIT AND PREFERRED INCOME FUND, INC.
                             a Maryland corporation
                   Series TH28 Auction Market Preferred Shares
                            $.001 Par Value Per Share
                    $25,000 Liquidation Preference Per Share


                                                           CUSIP NO.
                                                                    -----------

         This certifies that Cede & Co. is the owner of 2,200 fully paid and
non-assessable Series TH28 Auction Market Preferred Shares, par value $.001 per
share, $25,000 liquidation preference per share, of Cohen & Steers REIT and
Preferred Income Fund, Inc. (the "Fund") transferable only on the books of the
Fund by the holder thereof in person or by duly authorized attorney upon
surrender of this Certificate properly endorsed. This Certificate is not valid
unless countersigned by the transfer agent and registrar.


         IN WITNESS WHEREOF, the Fund has caused this Certificate to be signed
by its duly authorized officers this __ day of October 2004.


THE BANK OF NEW YORK                            COHEN & STEERS REIT AND
As Transfer Agent and Registrar                 PREFERRED INCOME FUND, INC.



By:_______________________                      By:_________________________
     Authorized Signature                          Name:  Martin Cohen
                                                   Title: President



                                                By:_________________________
                                                  Name:   Robert H. Steers
                                                  Title:  Secretary





<Page>



                                  TRANSFER FORM



         FOR VALUE RECEIVED, ___________________________ hereby sells, assigns
and transfers unto _________ _______ Series TH28 Taxable Auction Market
Preferred Shares represented by this Certificate, and does hereby irrevocably
constitute and appoint ___________________________ attorney to transfer said
Shares on the books of the within named Fund with full power of substitution in
the premises.


Dated: ____________________, ________


    In presence of:


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


         Series TH28 Auction Market Preferred Shares evidenced by this
Certificate may be sold, transferred or otherwise disposed of only pursuant to
the provisions of the Fund's Articles Supplementary Creating and Fixing the
Rights of Series TH28 Auction Market Preferred Shares, a copy of which may be
obtained at the office of the State Department of Assessments and Taxation of
Maryland.

         The Fund will furnish information about the restrictions on
transferability to any stockholder upon request and without charge. Any such
request should be addressed to the Secretary of the Fund.

         The Fund will furnish to any stockholder on request and without charge
a full statement of the designations, and any preferences, conversion or other
rights, voting powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption of the stock of each
class authorized to be issued, the differences in the relative rights and
preferences between shares of any series of any authorized preferred or special
class to the extent they have been set, and the authority of the Board of
Directors to classify unissued shares and to set the relative rights and
preference thereof and of any subsequent series of such preferred or special
classes. Any such request should be addressed to the Secretary of the Fund.

         Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to Issuer or its
agent for registration of transfer, exchange, or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OF
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.


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</DOCUMENT>
