<DOCUMENT>
<TYPE>EX-99.2A2
<SEQUENCE>3
<FILENAME>efc5-1587_5735568ex992a2.txt
<TEXT>
                                                                Exhibit (a)(2)

                         MUNIYIELD QUALITY FUND, INC.

                  Articles Supplementary creating four series

                      Auction Market Preferred Stock(R)

         MuniYield Quality Fund, Inc., a Maryland corporation having its
principal Maryland office in the City of Baltimore (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 Charter, the Board of
Directors has reclassified 4,000 authorized and unissued shares of common
stock of the Corporation as preferred stock of the Corporation and has
authorized the issuance of four series of preferred stock, par value $.10 per
share, liquidation preference $50,000 per share plus an amount equal to
accumulated but unpaid dividends (whether or not earned or declared) thereon,
to be designated respectively: Auction Market Preferred Stock, Series A;
Auction Market Preferred Stock, Series B; Auction Market Preferred Stock,
Series C; and Auction Market Preferred Stock, Series D.

         SECOND: The preferences, voting powers, restrictions, limitations as
to dividends, qualifications, and terms and conditions of redemption, of the
shares of each such series of preferred stock are as follows:

                                  DESIGNATION

         SERIES A: A series of 1,000 shares of preferred stock, par value $.10
per share, liquidation preference $50,000 per share plus an amount equal to
accumulated but unpaid dividends (whether or not earned or declared) thereon,
is hereby designated "Auction Market Preferred Stock, Series A." Each shares
of Auction Market Preferred Stock, Series A (sometimes referred to herein as
"Series A AMPS") shall be issued on September 16, 1992; have an Initial

-------------------
(R) Registered trademark of Merrill Lynch & Co., Inc.

<PAGE>

Dividend Rate equal to 3.10% per annum; have Initial Dividend Payment Dates as
set forth herein; and have such other preferences, voting powers, limitations
as to dividends, qualifications and terms and conditions of redemption as are
set forth in these Articles Supplementary. The Auction Market Preferred Stock,
Series A shall constitute a separate series of preferred stock of the
Corporation, and each share of Auction Market Preferred Stock, Series A shall
be identical.

         SERIES B: A series of 1,000 shares of preferred stock, par value $.10
per share, liquidation preference $50,000 per share plus an amount equal to
accumulated but unpaid dividends (whether or not earned or declared) thereon,
is hereby designated "Auction Market Preferred Stock, Series B." Each share of
Auction Market Preferred Stock, Series B (sometimes referred to herein as
"Series B AMPS") shall be issued on September 16, 1992; have an Initial
Dividend Rate equal to 3.20% per annum; have Initial Dividend Payment Dates as
set forth herein; and have such other preferences, voting powers, limitations
as to dividends, qualifications and terms and conditions of redemption as are
set forth in these Articles Supplementary. The Auction Market Preferred Stock,
Series B shall constitute a separate series of preferred stock of the
Corporation, and each share of Auction Market Preferred Stock, Series B shall
be identical.

         SERIES C: A series of 1,000 shares of preferred stock, par value $.10
per share, liquidation preference $50,000 per share plus an amount equal to
accumulated but unpaid dividends (whether or not earned or declared) thereon,
is hereby designated "Auction Market Preferred Stock, Series C." Each share of
Auction Market Preferred Stock, Series C (sometimes referred to herein as
"Series C AMPS") shall be issued on September 16, 1992; have an Initial
Dividend Rate equal to 3.30% per annum; have Initial Dividend Payment Dates as
set forth



                                      2
<PAGE>

herein; and have such other preferences, voting powers, limitations as to
dividends, qualifications and terms and conditions of redemption as are set
forth in these Articles Supplementary. The Auction Market Preferred Stock,
Series C shall constitute a separate series of preferred stock of the
Corporation, and each share of Auction Market Preferred Stock, Series C shall
be identical.

         SERIES D: A series of 1,000 shares of preferred stock, par value $.l0
per share, liquidation preference $50,000 per share plus an amount equal to
accumulated but unpaid dividends (whether or not earned or declared) thereon,
is hereby designated "Auction Market Preferred Stock, Series D." Each share of
Auction Market Preferred Stock, Series D (sometimes referred to herein as
"Series D AMPS") shall be issued September l6, 1992; have an Initial Dividend
Rate equal to 3.40% per annum; have Initial Dividend Payment Dates as set
forth herein; and have such other preferences, voting powers, limitations as
to dividends, qualifications and terms and conditions of redemption as are set
forth in these Articles Supplementary. The Auction Market Preferred Stock,
Series D shall constitute a separate series of preferred stock of the
Corporation, and each share of Auction Market Preferred Stock, Series D shall
be identical.

         1. Definitions. (a) Unless the context or use indicates another or
different meaning or intent, in these Articles Supplementary the following
terms have the following meanings, whether used in the singular or plural:

         "`AA' Composite Commercial Paper Rate," on any date of determination,
means (i) the Interest Equivalent of the rate on commercial paper placed on
behalf of issuers whose corporate bonds are rated "AA" by S&P or "Aa" by
Moody's or the equivalent of such rating by another nationally recognized
rating agency, as such rate is made available on a discount basis or



                                      3
<PAGE>

otherwise by the Federal Reserve Bank of New York for the Business Day
immediately preceding such date, or (ii) in the event that the Federal Reserve
Bank of New York does not make available such a rate, then the arithmetic
average of the Interest Equivalent of the rate on commercial paper placed on
behalf of such issuers, as quoted on a discount basis or otherwise by Merrill
Lynch, Pierce, Fenner & Smith Incorporated or its successors that are
Commercial Paper Dealers, to the Auction Agent for the close of business on
the Business Day immediately preceding such date. If one of the Commercial
Paper Dealers does not quote a rate required to determine the "AA" Composite
Commercial Paper Rate, the "AA" Composite Commercial Paper Rate will be
determined on the basis of the quotation or quotations furnished by any
Substitute Commercial Paper Dealer or Substitute Commercial Paper Dealers
selected by the Corporation to provide such rate or rates not being supplied
by the Commercial Paper Dealer. If the number of Dividend Period Days shall be
(i) 7 or more but fewer than 49 days, such rate shall be the Interest
Equivalent of the 30-day rate on such commercial paper; (ii) 49 or more but
fewer than 70 days, such rate shall be the Interest Equivalent of the 60-day
rate on such commercial paper; (iii) 70 or more days but fewer than 85 days,
such rate shall be the arithmetic average of the Interest Equivalent on the
60-day and 90-day rates on such commercial paper; (iv) 85 or more days but
fewer than 99 days, such rate shall be the Interest Equivalent of the 90-day
rate on such commercial paper; (v) 99 or more days but fewer than 120 days,
such rate shall be the arithmetic average of the Interest Equivalent of the
90-day and 120-day rates on such commercial paper; (vi) 120 or more days but
fewer than 141 days, such rate shall be the Interest Equivalent of the 120-day
rate on such commercial paper; (vii) 141 or more days but fewer than 162 days,
such rate shall be the arithmetic average of the Interest Equivalent of the
120-day and



                                      4
<PAGE>

180-day rates on such commercial paper; and (viii) 162 or more days but fewer
than 183 days, such rate shall be the Interest Equivalent of the 180-day rate
on such commercial paper.

         "Accountant's Confirmation" has the meaning set forth in paragraph
7(c) of these Articles Supplementary.

         "Additional Dividend" has the meaning set forth in paragraph 2(e) of
these Articles Supplementary.

         "Adviser" means the Corporation's investment adviser which initially
shall be Fund Asset Management, Inc.

         "Affiliate" means any Person, other than Merrill Lynch, Pierce,
Fenner & Smith Incorporated or its successors, known to the Auction Agent to
be controlled by, in control of, or under common control with, the
Corporation.

         "Agent Member" means a member of the Securities Depository that will
act on behalf of an Existing Holder of one or more shares of AMPS or a
Potential Holder that is identified as such in such holder's Purchaser's
Letter.

         "AMPS" means, as the case may be, the Auction Market Preferred Stock,
Series A; Auction Market Preferred Stock, Series B; Auction Market Preferred
Stock, Series C; or Auction Market Preferred Stock, Series D.

         "AMPS Basic Maintenance Amount," as of any Valuation Date, means the
dollar amount equal to (i) the sum of (A) the product of the number of shares
of AMPS of each series and Other AMPS Outstanding on such Valuation Date
multiplied by the sum of (a) $50,000 and (b) any applicable redemption premium
attributable to the designation of a Premium Call Period; (B) the aggregate
amount of cash dividends (whether or not earned or declared) that will have
accumulated for each share of AMPS and Other AMPS Outstanding, in each case,
to (but not



                                      5
<PAGE>

including) the end of the current Dividend Period for each series of AMPS that
follows such Valuation Date; (C) the aggregate amount of cash dividends that
would accumulate at the then current Maximum Applicable Rate on any shares of
AMPS and Other AMPS Outstanding from the end of such Dividend Period through
the 49th day after such Valuation Date, multiplied by the larger of the
Moody's Volatility Factor and the S&P Volatility Factor, determined from time
to time by Moody's and S&P, respectively (except that if such Valuation Date
occurs during a Non-Payment Period, the cash dividend for purposes of
calculation would accumulate at the then current Non-Payment Period Rate); (D)
the amount of anticipated expenses of the Corporation for the 90 days
subsequent to such Valuation Date; (E) the amount of the Corporation's Maximum
Potential Additional Dividend Liability as of such Valuation Date; and (F) any
current liabilities as of such Valuation Date to the extent not reflected in
any of (i)(A) through (i)(E) (including, without limitation, and immediately
upon determination, any amounts due and payable by the Corporation pursuant to
repurchase agreements and any payables for Municipal Bonds purchased as of
such Valuation Date) less (ii) either (A) the Discounted Value of any of the
Corporation's assets, or (B) the face value of any of the Corporation's assets
if such assets mature prior to or on the date of redemption of AMPS or payment
of a liability and are either securities issued or guaranteed by the United
States Government or have a rating assigned by Moody's of at least Aaa, P-1,
VMIG-1 or MIG-1 and, with respect to S&P, at least AAA, SP-1+ or A-1+, in both
cases irrevocably deposited by the Corporation for the payment of the amount
needed to redeem shares of AMPS subject to redemption or any of (i)(B) through
(i)(F).

         "AMPS Basic Maintenance Cure Date," with respect to the failure by
the Corporation to satisfy the AMPS Basic Maintenance Amount (as required by
paragraph 7(a) of these Articles



                                      6
<PAGE>

Supplementary) as of a given Valuation Date, means the sixth Business Day
following such Valuation Date.

         "AMPS Basic Maintenance Report" means a report signed by any of the
President, Treasurer, any Senior Vice President or any Vice President of the
Corporation which sets forth, as of the related Valuation Date, the assets of
the Corporation, the Market Value and the Discounted Value thereof (seriatim
and in aggregate), and the AMPS Basic Maintenance Amount.

         "Anticipation Notes" shall mean the following Municipal Bonds:
revenue anticipation notes, tax anticipation notes, tax and revenue
anticipation notes, grant anticipation notes and bond anticipation notes.

         "Applicable Percentage" has the meaning set forth in paragraph
11(a)(vii) of these Articles Supplementary.

         "Applicable Rate" means the rate per annum at which cash dividends
are payable on the AMPS or Other AMPS, as the case may be, for any Dividend
Period.

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

         "Auction Agent" means IBJ Schroder Bank & Trust Company unless and
until another commercial bank, trust company or other financial institution
appointed by a resolution of the Board of Directors of the Corporation or a
duly authorized committee thereof enters into an agreement with the
Corporation to follow the Auction Procedures for the purpose of determining
the Applicable Rate and to act as transfer agent, registrar, dividend
disbursing agent and redemption agent for the AMPS and Other AMPS.

         "Auction Procedures" means the procedures for conducting Auctions set
forth in paragraph 11 of these Articles Supplementary.



                                      7
<PAGE>

         "Broker-Dealer" means any broker-dealer, or other entity permitted by
law to perform the functions required of a Broker-Dealer in paragraph 11 of
these Articles Supplementary, that has been selected by the Corporation and
has entered into a Broker-Dealer Agreement with the Auction Agent 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 procedures specified in paragraph 11 of these Articles
Supplementary.

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

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

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

         "Commercial Paper Dealers" means Merrill Lynch, Pierce, Fenner &
Smith Incorporated and such other commercial paper dealer or dealers as the
Corporation may from tine to time appoint, or, in lieu of any thereof, their
respective affiliates or successors.

         "Common Stock" means the common stock, par value $.10 per share, of
the Corporation.

         "Corporation" means MuniYield Quality Fund, Inc., a Maryland
corporation.

         "Date of Original Issue" means, with respect to any share of AMPS or
Other AMPS, the date on which the Corporation originally issues such share.

         "Deposit Securities" means cash and Municipal Bonds rated at least
AAA, A-1+ or SP-1+ by S&P.



                                      8
<PAGE>

         "Discounted Value" means (i) with respect to an S&P Eligible Asset,
the quotient of the Market Value thereof divided by the applicable S&P
Discount Factor and (ii) with respect to a Moody's Eligible Asset, the lower
of par and the quotient of the Market Value thereof divided by the applicable
Moody's Discount Factor.

         "Dividend Coverage Amount," as of any Valuation Date, means (A)(i)
the aggregate amount of cash dividends that will accumulate on all shares of
Outstanding AMPS and Other AMPS, in each case to (but not including) the next
Dividend Payment Date therefor for each series of AMPS that follows such
Valuation Date plus (ii) the aggregate amount of all liabilities existing on
such Valuation Date which are payable on or prior to such next Dividend
Payment Date less (B)(i) the combined Market Value of Deposit Securities
irrevocably deposited with the Auction Agent for the payment of cash dividends
on all shares of AMPS and Other AMPS, (ii) the book value of receivables for
Municipal Bonds sold as of or prior to such Valuation Date, if such
receivables are due within Five Business Days of such Valuation Date and in
any event on or prior to such next Dividend Payment Date, and (iii) interest
on Municipal Bonds which is scheduled to be paid on or prior to the next
Dividend Payment Date.

         "Dividend Coverage Assets," as of any Valuation Date, means, in the
case of shares of AMPS and Other AMPS, Deposit Securities with maturity or
tender payment dates not later in each case than the Dividend Payment Date
therefor that follows such Valuation Date.

         "Dividend Payment Date," with respect to AMPS, has the meaning set
forth in paragraph 2(b)(i) of these Articles Supplementary and, with respect
to Other AMPS, has the equivalent meaning.

         "Dividend Period" means the Initial Dividend Period, any 7-day
Dividend Period, any 28-day Dividend Period and any Special Dividend Period.



                                      9
<PAGE>

         "Existing Holder" means a Person who has signed a Purchaser's Letter
and is listed as the holder of record of shares of AMPS in the Stock Books.

         "First Initial Dividend Payment Date" means October 1, 1992 in the
case of Series A AMPS, October 1, 1992 in the case of Series B AMPS, October
1, 1992 in the case of Series C AMPS and October 1, 1992 in the case of Series
D AMPS.

         "Forward Commitment" has the meaning set forth in paragraph 9(c) of
these Articles Supplementary.

         "Holder" means a Person identified as a holder of record of shares of
AMPS in the Stock Register.

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

         "Initial Dividend Payment Date" means, with respect to each series of
AMPS, each of the First Initial Dividend Payment Date, the Last Initial
Dividend Payment Date and the first day of each calendar month during the
Initial Dividend Period.

         "Initial Dividend Period," with respect to each series of AMPS, has
the meaning set forth in paragraph 2(c)(i) of these Articles Supplementary
and, with respect to Other AMPS, has the equivalent meaning.

         "Initial Dividend Rate," with respect to each series of AMPS, means
the rate per annum specified herein applicable to the Initial Dividend Period
for such series of AMPS and, with respect to Other AMPS, has the equivalent
meaning.

         "Initial Margin" means the amount of cash or securities deposited
with a broker as a margin payment at the time of purchase or sale of a futures
contract.



                                      10
<PAGE>

         "Interest Equivalent" means a yield on a 360-day basis of a discount
basis security which is equal to the yield on an equivalent interest-bearing
security.

         "Last Initial Dividend Payment Date" means January 12, 1993 in the
case of Series A AMPS, March 9,1993 in the case of Series B AMPS, June 11,
1993 in the case of Series C AMPS and September 10, 1993 in the case of Series
D AMPS.

         "Long Term Dividend Period" means a Special Dividend Period
consisting of a specified period of one whole year or more but not greater
than five years.

         "Mandatory Redemption Price" means $50,000 per share of AMPS plus an
amount equal to accumulated but unpaid dividends (whether or not earned or
declared) to the date fixed for redemption and excluding Additional Dividends.

         "Marginal Tax Rate" means the maximum marginal regular Federal
individual income tax rate applicable to ordinary income or the maximum
marginal regular Federal corporate income tax rate, whichever is greater.

         "Market Value" of any asset of the Corporation shall be the market
value thereof determined by the Pricing Service. Market Value of any asset
shall include any interest accrued thereon. The Pricing Service shall value
portfolio securities at the quoted bid prices or the mean between the quoted
bid and asked price or the yield equivalent when quotations are not readily
available. Securities for which quotations are not readily available shall be
valued at fair value as determined by the Pricing Service using methods which
include consideration of: yields or prices of municipal bonds of comparable
quality, type of issue, coupon, maturity and rating; indications as to value
from dealers; and general market conditions. The Pricing Service may employ
electronic data processing techniques and/or a matrix system to determine
valuations. In the event the Pricing Service is unable to value a security,
the security shall be valued at the



                                      11
<PAGE>

lower of two dealer bids obtained by the Corporation from dealers who are
members of the National Association of Securities Dealers, Inc. and who make a
market in the security, at least one of which shall be in writing. Futures
contracts and options are valued at closing prices for such instruments
established by the exchange or board of trade on which they are traded, or if
market quotations are not readily available, are valued at fair value on a
consistent basis using methods determined in good faith by the Board of
Directors.

         "Maximum Applicable Rate," with respect to AMPS, has the meaning set
forth in paragraph 11(a)(vii) of these Articles Supplementary and, with
respect to Other AMPS, has the equivalent meaning.

         "Maximum Potential Additional Dividend Liability," as of any
Valuation Date, means the aggregate amount of Additional Dividends that would
be due if the Corporation were to make Retroactive Taxable Allocations, with
respect to any fiscal year, estimated based upon dividends paid and the amount
of undistributed realized net capital gains and other taxable income earned by
the Corporation, as of the end of the calendar month immediately preceding
such Valuation Date and assuming such Additional Dividends are fully taxable.

         "Minimum Liquidity Level" means, as of any Valuation Date, an
aggregate Market Value of the Corporation's Dividend Coverage Assets not less
than the Dividend Coverage Amount.

         "Moody's" means Moody's Investors Service, Inc. or its successors.

         "Moody's Discount Factor" means, for purposes of determining the
Discounted Value of any Municipal Bond which constitutes a Moody's Eligible
Asset, the percentage determined by reference to (a) the rating by Moody's or
S&P on such Bond and (b) the Moody's Exposure Period, in accordance with the
table set forth below:



                                      12
<PAGE>

<TABLE>
<CAPTION>
                                                                    Rating Category
                                ------------------------------------------------------------------------------------
Moody's Exposure Period           Aaa*         Aa*       A*       Baa*       Other**      VMIG-1***       SP-1+***
----------------------------    -------     -------   -------   -------     ---------   ------------    ------------
<S>                              <C>         <C>       <C>       <C>         <C>         <C>               <C>
7 weeks or less.............      151%        159%      168%      202%        229%        136%              148%
8 weeks or less but
greater than seven weeks....      154         164       173       205         235         137               149
9 weeks or less but
greater than eight weeks....      158         169       179       209         242         138               150
</TABLE>

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

*      Moody's rating.

**     Municipal Bonds not rated by Moody's but rated BBB-, BBB or BBB+ by S&P.

***    Municipal Bonds rated MIG-1 or VMIG-1 or, if not rated by Moody's,
       rated SP-1+ by S&P which do not mature or have a demand feature at
       par exercisable within the Moody's Exposure Period and which do not
       have a long-term rating. For the purposes of the definition of
       Moody's Eligible Assets, these securities will have an assumed rating
       of "A" by Moody's.


         Notwithstanding the foregoing, (i) no Moody's Discount Factor will be
applied to short-term Municipal Bonds so long as such Municipal Bonds are
rated at least MIG-1, VMIG-1 or P-1 by Moody's and mature or have a demand
feature at par exercisable within the Moody's Exposure Period, and the Moody's
Discount Factor for such Bonds will be 125% if such Bonds are not rated by
Moody's but are rated A-1+ or SP-1+ or AA by S&P and mature or have a demand
feature at par exercisable within the Moody's Exposure Period, and (ii) no
Moody's Discount Factor will be applied to cash or to Receivables for
Municipal Bonds Sold. "Receivables for Municipal Bonds Sold," for purposes of
calculating Moody's Eligible Assets as of any Valuation Date, means no more
than the aggregate of the following: (i) the book value of receivables for
Municipal Bonds sold as of or prior to such Valuation Date if such receivables
are due within five Business Days of such Valuation Date, and if the trades
which generated such receivables are (x) settled through clearing house firms
with respect to which the Corporation has received prior written authorization
from Moody's or (y) with counterparties having a Moody's long-term debt rating
of at least Baa3; and (ii) the Moody's Discounted Value of Municipal



                                      13
<PAGE>

Bonds sold as of or prior to such Valuation Date which generated receivables,
if such receivables are due within five Business Days of such Valuation Date
but do not comply with either of conditions (x) or (y) of the preceding clause
(i).

         "Moody's Eligible Asset" means cash, Receivables for Municipal Bonds
Sold or a Municipal Bond that (i) pays interest in cash, (ii) is publicly
rated Baa or higher by Moody's or, if not rated by Moody's but rated by S&P,
is rated at least BBB- by S&P (provided that, for purposes of determining the
Moody's Discount Factor applicable to any such S&P-rated Municipal Bond, such
Municipal Bond (excluding any short-term Municipal Bond) will be deemed to
have a Moody's rating which is one full rating category lower than its S&P
rating), (iii) does not have its Moody's rating suspended by Moody's; and (iv)
is part of an issue of Municipal Bonds of at least $10,000,000. In addition,
Municipal Bonds in the Corporation's portfolio must be within the following
diversification requirements in order to be included within Moody's Eligible
Assets:

<TABLE>
<CAPTION>
                                                Minimum                Maximum               Maximum State
                                               Issue Size             Underlying              or Territory
        Rating                               ($ Millions)            Obligor (%)(1)        Concentration (%)(1)
        ------                               ------------            --------------        --------------------
<S>     <C>                                    <C>                      <C>                   <C>
        Aaa......................                 10                      100                    100
        Aa.......................                 10                       20                     60
        A........................                 10                       10                     40
        Baa......................                 10                        6                     20
        Other(2).................                 10                        4                     12
</TABLE>

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

(1)      The referenced percentages represent maximum cumulative totals for
         the related rating category and each lower rating category.
(2)      Municipal Bonds not rated by Moody's but rated BBB-, BBB or BBB+ by
         S&P.

For purposes of the maximum underlying obligor requirement described above,
any Municipal Bond backed by the guaranty, letter of credit or insurance
issued by a third party will be deemed



                                      14
<PAGE>

to be issued by such third party if the issuance of such third party credit is
the sole determinant of the rating on such Bond.

         When the Corporation sells a Municipal Bond and agrees to repurchase
it at a future date, the Discounted Value of such Bond will constitute a
Moody's Eligible Asset and the amount the Corporation is required to pay upon
repurchase of such Bond will count as a liability for purposes of calculating
the AMPS Basic Maintenance Amount. When the Corporation purchases a Municipal
Bond and agrees to sell it at a future date to another party, cash receivable
by the Corporation thereby will constitute a Moody's Eligible Asset if the
long-term debt of such other party is rated at least A2 by Moody's and such
agreement has a term of 30 days or less; otherwise the Discounted Value of
such Bond will constitute a Moody's Eligible Asset.

         Notwithstanding the foregoing, an asset will not be considered a
Moody's Eligible Asset if it is (i) held in a margin account, (ii) subject to
any material lien, mortgage, pledge, security interest or security agreement
of any kind, (iii) held for the purchase of a security pursuant to a Forward
Commitment or (iv) irrevocably deposited by the Corporation for the payment of
dividends or redemption.

         "Moody's Exposure Period" means a period that is the same length or
longer than the number of days used in calculating the cash dividend component
of the AMPS Basic Maintenance Amount and shall initially be the period
commencing on and including a given Valuation Date and ending 48 days
thereafter.

         "Moody's Hedging Transaction" has the meaning set forth in paragraph
9(b) of these Articles Supplementary.

         "Moody's Volatility Factor" means during the Initial Dividend Period
for each series of AMPS until 49 days prior to the last day of such Dividend
Period 220% in the case of Series A



                                      15
<PAGE>

AMPS, 203% in the case of Series B AMPS, 203% in the case of Series C AMPS and
177% in the case of Series D AMPS. Thereafter, for each series of AMPS,
"Moody's Volatility Factor" means 272% as long as there has been no increase
enacted to the Marginal Tax Rate. If such an increase is enacted but not yet
implemented, the Moody's Volatility Factor shall be as follows:


                % Change in             Moody's Volatility
             Marginal Tax Rate<               Factor
                              -
            ----------------------    ---------------------
                     <5%                       292%
                     -
                >5% but <10%                   313%
                        -
               >10% but <15%                   338%
                        -
               >15% but <20%                   364%
                        -
               >20% but <25%                   396%
                        -
               >25% but <30%                   432%
                        -
               >30% but <35%                   472%
                        -
               >35% but <40%                   520%
                        -


Notwithstanding the foregoing, the Moody's Volatility Factor may mean such
other potential dividend rate increase factor as Moody's advises the
Corporation in writing is applicable.

         "Municipal Bonds" means "Municipal Bonds" as defined in the
Corporation's Registration Statement on Form N-2 (File No. 33-50306) on file
with the Securities and Exchange Commission, as such Registration Statement
may be amended from time to time, as well as short-term municipal obligations.

         "Municipal Index" has the meaning set forth in paragraph 9(a) of
these Articles Supplementary.

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

         "1940 Act AMPS Asset Coverage" means asset coverage, as defined in
section 18(h) of the 1940 Act, of at least 200% with respect to all
outstanding senior securities of the Corporation which are stock, including
all outstanding shares of AMPS and Other AMPS (or such other asset coverage as
may in the future be specified in or under the 1940 Act as the minimum asset



                                      16
<PAGE>

coverage for senior securities which are stock of a closed-end investment
company as a condition of paying dividends on its common stock).

         "1940 Act Cure Date," with respect to the failure by the Corporation
to maintain the 1940 Act AMPS Asset Coverage (as required by paragraph 6 of
these Articles Supplementary) as of the last Business Day of each month, means
the last Business Day of the following month.

         "Non-Call Period" has the meaning set forth under the definition of
"Specific Redemption Provisions".

         "Non-Payment Period" means, with respect to each series of AMPS, any
period commencing on and including the day on which the Corporation shall fail
to (i) declare, prior to the close of business on the second Business Day
preceding any Dividend Payment Date, for payment on or (to the extent
permitted by paragraph 2(c)(i) of these Articles Supplementary) within three
Business Days after such Dividend Payment Date to the Holders as of 12:00
noon, New York City time, on the Business Day preceding such Dividend Payment
Date, the full amount of any dividend on shares of AMPS payable on such
Dividend Payment Date or (ii) deposit, irrevocably in trust, in same-day
funds, with the Auction Agent by 12:00 noon, New York City time, (A) on such
Dividend Payment Date the full amount of any cash dividend on such shares
payable (if declared) on such Dividend Payment Date or (B) on any redemption
date for any shares of AMPS called for redemption, the Mandatory Redemption
Price per share of such AMPS or, in the case of an Optional redemption, the
optional Redemption Price per share, and ending on and including the Business
Day on which, by 12:00 noon, New York City time, all unpaid cash dividends and
unpaid redemption prices shall have been so deposited or shall have otherwise
been made available to Holders in same-day funds; provided that, a Non-Payment
Period shall not end unless the Corporation shall have given at least five
days' but no more than



                                      17
<PAGE>

30 days' written notice of such deposit or availability to the Auction Agent,
all Existing Holders (at their addresses appearing in the Stock Books) and the
Securities Depository. Notwithstanding the foregoing, the failure by the
Corporation to deposit funds as provided for by clauses (ii)(A) or (ii)(B)
above within three Business Days after any Dividend Payment Date or redemption
date, as the case may be, in each case to the extent contemplated by paragraph
2(c)(i) of these Articles Supplementary, shall not constitute a "Non-Payment
Period."

         "Non-Payment Period Rate" means, initially, 200% of the applicable
Reference Rate (or 275% of such rate if the Corporation has provided
notification to the Auction Agent prior to the Auction establishing the
Applicable Rate for any dividend pursuant to paragraph 2(f) hereof that net
capital gains or other taxable income will be included in such dividend on
shares of AMPS), provided that the Board of Directors of the Corporation shall
have the authority to adjust, modify, alter or change from time to time the
initial Non-Payment Period Rate if the Board of Directors of the Corporation
determines and Moody's and S&P (and any Substitute Rating Agency in lieu of
Moody's or S&P in the event either of such parties shall not rate the AMPS)
advise the Corporation in writing that such adjustment, modification,
alteration or change will not adversely affect their then-current ratings on
the AMPS.

         "Normal Dividend Payment Date" has the meaning set forth in paragraph
2(b)(1) of these Articles Supplementary.

         "Notice of Redemption" means any notice with respect to the
redemption of shares of AMPS pursuant to paragraph 4 of these Articles
Supplementary.

         "Notice of Revocation" has the meaning set forth in paragraph
2(c)(iii) of these Articles Supplementary.



                                      18
<PAGE>

         "Notice of Special Dividend Period" has the meaning set forth in
paragraph 2(c)(iii) of these Articles Supplementary.

         "Optional Redemption Price" means $50,000 per share plus an amount
equal to accumulated but unpaid dividends (whether or not earned or declared)
to the date fixed for redemption and excluding Additional Dividends plus any
applicable redemption premium attributable to the designation of a Premium
Call Period.

         "Other AMPS" means the auction rate preferred stock of the
Corporation, other than the AMPS.

         "Outstanding" means, as of any date (i) with respect to AMPS, shares
of AMPS theretofore issued by the Corporation except, without duplication, (A)
any shares of AMPS theretofore cancelled or delivered to the Auction Agent for
cancellation, or redeemed by the Corporation, or as to which a Notice of
Redemption shall have been given and moneys shall have been deposited in trust
by the Corporation pursuant to paragraph 4(c) and (B) any shares of AMPS as to
which the Corporation or any Affiliate thereof shall be an Existing Holder,
provided that shares of AMPS held by an Affiliate shall be deemed outstanding
for purposes of calculating the AMPS Basic Maintenance Amount and (ii) with
respect to shares of other Preferred Stock, has the equivalent meaning.

         "Parity Stock" means the AMPS and each other outstanding series of
Preferred Stock the holders of which, together with the holders of the AMPS,
shall be entitled to the receipt of dividends or of amounts distributable upon
liquidation, dissolution or winding up, as the case may be, in proportion to
the full respective preferential amounts to which they are entitled, without
preference or priority one over the other.



                                      19
<PAGE>

         "Person" means and include an individual, a partnership, a
corporation, a trust, an unincorporated association, a joint venture or other
entity or a government or any agency or political subdivision thereof.

         "Potential Holder" means any Person including any Existing Holder,
(A) who shall have executed a Purchaser's Letter and (B) who may be interested
in acquiring shares of AMPS (or, in the case of an Existing Holder, additional
shares of AMPS).

         "Preferred Stock" means the preferred stock, par value $.l0 per
share, of the Corporation, and includes AMPS and Other AMPS.

         "Premium Call Period" has the meaning set forth under the definition
of "Specific Redemption Provisions".

         "Pricing Service" means J.J. Kenny or any pricing service designated
by the Board of Directors of the Corporation provided the Corporation obtain
written assurance from S&P and Moody's that such designation will not impair
the rating then assigned by S&P and Moody's to the AMPS.

         "Purchaser's Letter" means a letter addressed to the Corporation, the
Auction Agent and a Broker-Dealer in which a Person agrees, among other
things, to offer to purchase, purchase, offer to sell and/or sell shares of
AMPS as set forth in paragraph 11 of these Articles Supplementary.

         "Quarterly Valuation Date" means the twenty-first day of the last
month of each fiscal quarter of the Corporation (or, if such day is not a
Business Day, the next succeeding Business Day) in each fiscal year of the
Corporation, commencing October 21, 1992.



                                      20
<PAGE>

         "Receivables for Municipal Bonds Sold" for Moody's has the meaning
set forth under the definition of Moody's Discount Factor, and for S&P has the
meaning set forth under the definition of S&P Discount Factor.

         "Reference Rate" means: (i) with respect to a Dividend Period or a
Short Term Dividend Period having 28 or fewer days, the higher of the
applicable "AA" Composite Commercial Paper Rate and the Taxable Equivalent of
the Short-Term Municipal Bond Rate, (ii) with respect to any Short Term
Dividend Period having more than 28 but fewer than 183 days, the applicable
"AA" Composite Commercial Paper Rate, (iii) with respect to any Short Term
Dividend Period having 183 or more but fewer than 364 days, the applicable
U.S. Treasury Bill Rate and (iv) with respect to any Long Term Dividend
Period, the applicable U.S. Treasury Note Rate.

         "Request for Special Dividend Period" has the meaning set forth in
paragraph 2(c)(iii) of these Articles Supplementary.

         "Response" has the meaning set forth in paragraph 2(c)(iii) of these
Articles Supplementary.

         "Retroactive Taxable Allocation" has the meaning set forth in
paragraph 2(e) of these Articles Supplementary.

         "Right," with respect to each series of AMPS, has the meaning set
forth in paragraph 2(e) of these Articles Supplementary and, with the respect
to other AMPS, has the equivalent meaning.

         "S&P" means Standard & Poor's Corporation or its successors.

         "S&P Discount Factor" means, for purposes of determining the
Discounted Value of any Municipal Bond which constitutes an S&P Eligible
Asset, the percentage determined by



                                      21
<PAGE>

reference to (a) the rating by S&P or Moody's on such Bond and (b) the S&P
Exposure Period, in accordance with the tables set forth below:



                                         Rating Cartegory
                                         ----------------
S & P Exposure Period        Aaa*          AA*            A*         BBB*
-----------------------     ------        ------        ------      ------
40 Business Days             190%          195%          210%        250%
22 Business Days             170           175           190         230
10 Business Days             155           160           175         215
7   Business Days            150           155           170         210
3   Business Days            130           135           150         190

----------------
* S&P rating

         Notwithstanding the foregoing, (i) the S&P Discount Factor for
short-term Municipal Bonds will be 115%, so long as such Municipal Bonds are
rated A-1+ or SP-1+ by S&P and mature or have a demand feature exercisable in
30 days or less, or 125% if such Municipal Bonds are not rated by S&P but are
rated VMIG-1, P-1 or MIG-1 by Moody's, provided, however, such short-term
Municipal Bonds rated by Moody's but not rated by S&P having a demand feature
exercisable in 30 days or less must be backed by a letter of credit, liquidity
facility or guarantee from a bank or other financial institution having a
short-term rating of at least A-l+ from S&P; and further provided that such
short-term Municipal Bonds rated by Moody's but not rated by S&P may comprise
no more than 50% of short-term Municipal Bonds that qualify as S&P Eligible
Assets and (ii) no S&P Discount Factor will be applied to cash or to
Receivables for Municipal Bonds Sold. "Receivables for Municipal Bonds Sold,"
for purposes of calculating S&P's Eligible Assets as of any Valuation Date,
means the book value of receivables for Municipal Bonds sold as of or prior to
such Valuation Date if such receivables are due within five Business Days of
such Valuation Date. For purposes of the foregoing, Anticipation Notes rated
SP-1+ or, if not rated by S&P, rated VMIG-1 by Moody's, which need



                                      22
<PAGE>

not mature or have a demand feature exercisable in 30 days and which do not
have a long-term rating, shall be considered to be short-term Municipal Bonds.

         "S&P Eligible Asset" means cash, Receivables for Municipal Bonds Sold
or a Municipal Bond that (i) is issued by any of the 50 states, the
territories and their subdivisions, counties, cities, towns, villages, and
school districts, agencies, such as authorities and special districts created
by the states, and certain federally sponsored agencies such as local housing
authorities (payments made on these bonds are exempt from regular federal
income taxes and are generally exempt from state and local taxes in this state
of issuance), (ii) is interest bearing and pays interest at least
semi-annually; (iii) is payable with respect to principal and interest in
United States Dollars; (iv) is publicly rated BBB or higher by S&P or, except
in the case of Anticipation Notes that are grant anticipation notes or bond
anticipation notes which must be rated by S&P to be included in S&P Eligible
Assets, if not rated by S&P but rated by Moody's, is rated at least A by
Moody's (provided that such Moody's-rated Municipal Bonds will be included in
S&P Eligible Assets only to the extent the Market Value of such Municipal
Bonds does not exceed 50% of the aggregate Market Value of the S&P Eligible
Assets; and further provided that, for purposes of determining the S&P
Discount Factor applicable to any such Moody's-rated Municipal Bond, such
Municipal Bond will be deemed to have an S&P rating which is one full rating
category lower than its Moody's rating); (v) is not subject to a covered call
or covered put option written by the Corporation; (vi) is not part of a
private placement of Municipal Bonds; and (vii) is part of an issue of
Municipal Bonds with an original issue size of at least $20 million or, if of
an issue with an original issue size below $20 million (but in no event below
$10 million), is issued by an issuer with a total of at least $50 million of
securities outstanding. Notwithstanding the foregoing:



                                      23
<PAGE>

               (1) Municipal Bonds of any one issuer or guarantor (excluding
         bond insurers) will be considered S&P Eligible Assets only to the
         extent the Market Value of such Municipal Bonds does not exceed 10%
         of the aggregate Market Value of the S&P Eligible Assets, provided
         that 2% is added to the applicable S&P Discount Factor for every 1%
         by which the Market Value of such Municipal Bonds exceeds 5% of the
         aggregate Market Value of the S&P Eligible Assets;

               (2) Municipal Bonds guaranteed or insured by any one bond
         insurer will be considered S&P Eligible Assets only to the extent
         the Market Value of such Municipal Bonds does not exceed 25% of the
         aggregate Market Value of the S&P Eligible Assets; and

               (3) Municipal Bonds issued by issuers in any one state or
         territory will be considered S&P Eligible Assets only to the extent
         the Market Value of such Municipal Bonds does not exceed 20% of the
         aggregate Market Value of S&P Eligible Assets.

         "S&P Exposure Period" means the maximum period of time following a
Valuation Date, including the Valuation Date and the AMPS Basic Maintenance
Cure Date, that the Corporation has under these Articles Supplementary to cure
any failure to maintain, as of such Valuation Date, the Discounted Value for
its portfolio at least equal to the AMPS Basic Maintenance Amount (as
described in paragraph 7(a) of these Articles Supplementary).

         "S&P Hedging Transactions" has the meaning set forth in paragraph
9(a) of these Articles Supplementary.

         "S&P Volatility Factor" means during the Initial Dividend Period for
each series of AMPS 222% in the case of Series A AMPS, 217% in the case of
Series B AMPS, 217% in the



                                      24
<PAGE>

case of Series C AMPS and 198% in the case of Series D AMPS. Thereafter, for
each series of AMPS, "S&P Volatility Factor" means 304% or such other
potential dividend rate increase factor as S&P advises the Corporation in
writing is applicable.

         "Securities Depository" means The Depository Trust Company or any
successor company or other entities elected by the Corporation as securities
depository for the shares of AMPS that agrees to follow the procedures
required to be followed by such securities depository in connection with the
shares of AMPS.

         "Service" means the United States Internal Revenue Service.

         "7-Day Dividend Period" means, with respect to Series B AMPS and
Series D AMPS, a Dividend Period consisting of seven days.

         "Short Term Dividend Period" means a Special Dividend Period
consisting of a specified number of days (other than 28 in the case of Series
A AMPS and Series C AMPS and other than seven in the case of Series A AMPS and
Series D AMPS), evenly divisible by seven and not fewer than seven or more
than 364.

         "Special Dividend Period" means a Dividend Period consisting of (i) a
specified number of days (other than 28 in the case of Series A AMPS and
Series C AMPS and other than seven in the case of series B AMPS and Series D
AMPS), evenly divisible by seven, and not fewer than seven nor more than 364
or (ii) a specified period of one whole year or more but not greater than five
years (in each case subject to adjustment as provided in paragraph 2(b)(i))

         "Specific Redemption Provisions" means, with respect to a Special
Dividend Period either, or any combination of, (i) a period (a "Non-Call
Period") determined by the Board of Directors of the Corporation, after
consultation with the Auction Agent and the Broker-Dealers, during which the
shares of AMPS subject to such Dividend Period shall not be subject to



                                      25
<PAGE>

redemption at the option of the Corporation and (ii) a period (a "Premium Call
Period"), consisting of a number of whole years and determined by the Board of
Directors of the Corporation, after consultation with the Auction Agent and
the Broker-Dealers, during each year of which the shares of AMPS subject to
such Dividend Period shall be redeemable at the Corporation's option at a
price per share equal to $50,000 plus accumulated but unpaid dividends plus a
premium expressed as a percentage of $50,000, as determined by the Board of
Directors of the Corporation after consultation with the Auction Agent and the
Broker-Dealers.

         "Stock Books" means the books maintained by the Auction Agent setting
forth at all times a current list, as determined by the Auction Agent, of
Existing Holders of the AMPS.

         "Stock Register" means the register of Holders maintained on behalf
of the Corporation by the Auction Agent in its capacity as transfer agent and
registrar for the AMPS.

         "Subsequent Dividend Period," with respect to AMPS, has the meaning
set forth in paragraph 2(c)(i) of these Articles Supplementary and, with
respect to Other AMPS, has the equivalent meaning.

         "Substitute Commercial Paper Dealers" means such Substitute
Commercial Paper Dealer or Dealers as the Corporation may from time to time
appoint or, in lieu of any thereof, their respective affiliates or successors.

         "Substitute Rating Agency" and "Substitute Rating Agencies" mean a
nationally recognized statistical rating organization or two nationally
recognized statistical rating organizations, respectively, selected by Merrill
Lynch, Pierce, Fenner & Smith Incorporated or its affiliates and successors,
after consultation with the Corporation, to act as the substitute rating
agency or substitute rating agencies, as the case may be, to determine the
credit ratings of the shares of AMPs.



                                      26
<PAGE>

         "Taxable Equivalent of the Short-Term Municipal Bond Rate" on any
date means 90% of the quotient of (A) the per annum rate expressed on an
interest equivalent basis equal to the Kenny S&P 30 day High Grade Index" or
any successor index (the "Kenny Index"), made available for the Business Day
immediately preceding such date but in any event not later than 8:30 A.M., New
York City time, on such date by Kenny Information Systems Inc. or any
successor thereto, based upon 30-day yield evaluations at par of bonds the
interest on which is excludable for regular Federal income tax purposes under
the Code of "high grade" component issuers selected by Kenny Information
Systems Inc. or any such successor from time to time in its discretion, which
component issuers shall include, without limitation, issuers of general
obligation bonds but shall exclude any bonds the interest on which constitutes
an item of tax preference under section 57(a)(5) of the Code, or successor
provisions, for purposes of the "alternative minimum tax," divided by (B) 1.00
minus the Marginal Tax. Rate (expressed as a decimal); provided, however, that
if the Kenny Index is not made so available by 8:30 A.M., New York City time,
on such date by Kenny Information Systems Inc. or any successor, the Taxable
Equivalent of the Short-Term Municipal Bond Rate shall mean the quotient of
(A) the per annum rate expressed on an interest equivalent basis equal to the
most recent Kenny Index so made available for any preceding Business Day,
divided by (B) 1.00 minus the Marginal Tax Rate (expressed as a decimal).

         "Treasury Bonds" has the meaning set forth in paragraph 9(a) of these
Articles Supplementary.

         "28-day Dividend Period" means with respect to Series A AMPS and
Series C AMPS a Dividend Period consisting of 28 days.



                                      27
<PAGE>

         "U.S. Treasury Bill Rate" on any date means (i) the Interest
Equivalent of the rate on the actively traded Treasury Bill with a maturity
most nearly comparable to the length of the related Dividend Period, as such
rate is made available on a discount basis or otherwise by the Federal Reserve
Bank of New York in its Composite 3:30 P.M. Quotations for U.S. Government
Securities report for such Business Day, or (ii) if such yield as so
calculated is not available, the Alternate Treasury Bill Rate on such date.
"Alternate Treasury Bill Rate" on any date means the Interest Equivalent of
the yield as calculated by reference to the arithmetic average of the bid
price quotations of the actively traded Treasury Bill with a maturity most
nearly comparable to the length of the related Dividend Period, as determined
by bid price quotations as of any time on the Business Day immediately
preceding such date, obtained from at least three recognized primary U.S.
Government securities dealers selected by the Auction Agent.

         "U.S. Treasury Note Rate" on any date means (i) the yield as
calculated by reference to the bid price quotation of the actively traded,
current coupon Treasury Note with a maturity most nearly comparable to the
length of the related Dividend Period, as such bid price quotation is
published on the Business Day immediately preceding such date by the Federal
Reserve Bank of New York in its Composite 3:30 P.M. Quotations for U.S.
Government Securities report for such Business Day, or (ii) if such yield as
so calculated is not available, the Alternate Treasury Note Rate on such date.
"Alternate Treasury Note Rate" on any date means the yield as calculated by
reference to the arithmetic average of the bid price quotations of the
actively traded, current coupon Treasury Note with a maturity most nearly
comparable to the length of the related Dividend Period, as determined by the
bid price quotations as of any time on the Business Day immediately preceding
such date, obtained from at least three recognized primary U.S. Government
securities dealers selected by the Auction Agent.



                                      28
<PAGE>

         "Valuation Date" means, for purposes of determining whether the
Corporation is maintaining the AMPS Basic Maintenance Amount and the Minimum
Liquidity Level, each Business Day commencing with the Date of Original Issue.

         "Variation Margin" means, in connection with an outstanding futures
contract owned or sold by the Corporation, the amount of cash or securities
paid to or received from a broker (subsequent to the Initial Margin payment)
from time to time as the price of such futures contract fluctuates.

         (b) The foregoing definitions of Accountant's Confirmation, AMPS
Basic Maintenance Amount, AMPS Basic Maintenance Cure Date, Amps Basic
Maintenance Report, Deposit Securities, Discounted Value, Dividend Coverage
Amount, Dividend Coverage Assets, Independent Accountants, Initial Margin,
Market Value, Minimum Liquidity Level, Moody's Discount Factor, Moody's
Eligible Asset, Moody's Exposure Period, Moody's Hedging Transactions, Moody's
Volatility Factor, S&P Discount Factor, S&P Eligible Asset, S&P Exposure
Period, S&P Hedging Transactions, S&P Volatility Factor, Valuation Date and
Variation Margin have been determined by the Board of Directors of the
Corporation in order to obtain a "aaa" rating from Moody's and a AAA rating
from S&P on the AMPS on their Date of Original Issue; and the Board of
Directors of the Corporation shall have the authority to adjust, modify, alter
or change from time to time the foregoing definitions and the restrictions and
guidelines set forth thereunder if Moody's and S&P or any Substitute Rating
Agency advises the Corporation in writing that such adjustment, modification,
alteration or change will not adversely affect their then-current ratings on
the AMPS.

         2. Dividends. (a) The Holders shall be entitled to receive, when, as
and if declared by the Board of Directors of the Corporation, out of funds
legally available therefore, cumulative



                                      29
<PAGE>

dividends each consisting of (i) cash at the Applicable Rate, (ii) a Right to
receive cash as set forth in paragraph 2(a) below, and (iii) any additional
amounts as set forth in paragraph 2(f) below, and no more, payable on the
respective dates set forth below. Dividends on the shares of AMPS so declared
and payable shall be paid (i) in preference to and in priority over any
dividends declared and payable on the Common Stock, and (ii) to the extent
permitted under the Code and to the extent available, out of net tax exempt
income earned on this Corporation's investments. To the extent permitted under
the Code, dividends on shares of AMPS will be designated as exempt-interest
dividends. For the purposes of this section. the term "net tax-exempt income"
shall exclude capital gains of the Corporation.

         (b) (i) Cash dividends on shares of AMPS shall accumulate from the
Date of Original Issue and shall be payable, when, as and if declared by the
Board of Directors, out of funds legally available therefore, commencing on
the First Initial Dividend Payment Date with respect to each series of AMPS.
Dividends on the AMPS during the Initial Dividend Period shall be payable on
each Initial Dividend Payment Date, except that if any Initial Dividend
Payment Date is not a Business Day, then the Dividend Payment Date shall be
the first Business Day next preceding such Initial Dividend Payment Date. If,
however, the Securities Depository shall make available to its participants
and members in funds immediately available in New York City on Initial
Dividend Payment Dates the amount due on dividends an such initial Dividend
Payment Dates (and the Securities Depository shall have so advised the
Corporation), and if the day that otherwise would be the Initial Dividend
Payment Date is not a Business Day, then the Dividend Payment Date shall be
the next succeeding Business Day. Following the Last Initial Dividend Payment
Date for each series of AMPS, dividends on such series of AMPS will be
payable, at the option of the Corporation, either (i) with respect to any
7-Day Dividend Period, any 28-day



                                      30
<PAGE>

Dividend Period and any Short Term Dividend Period of 35 or fewer days on the
day next succeeding the last day thereof, (ii) with respect to any Short Term
Dividend Period of more than 35 days and with respect to any Long Tom Dividend
Period, monthly on the first day of each calendar month during such Short Term
Dividend Period or Long Term Dividend Period and on the day next succeeding
the last day thereof (each such date referred to in clause (i) or (ii) being
herein referred to as a "Normal Dividend Payment Date"), except that if such
Normal Dividend Payment Date is not a Business Day, then the Dividend Payment
Date shall be the first Business Day next preceding such Normal Dividend
Payment Date. If, however, the Securities Depository shall make available to
its participants and members in funds immediately available in New York City
on Dividend Payment Dates the amount due as dividends on such Dividend Payment
Dates (and the Securities Depository shall have so advised the Corporation),
and if the Normal Dividend Payment Date is not a Business Day, then the
Dividend Payment Date shall be the next succeeding Business Day. Although any
particular Dividend Payment Date may not occur on the originally scheduled
date because of the exceptions discussed above, the next succeeding Dividend
Payment Date, subject to such exceptions, will occur on the next following
originally scheduled date. If for any reason a Dividend Payment Date cannot be
fixed as described above, then the Board of Directors shall fix the Dividend
Payment Date. The Initial Dividend Period, 7-day Dividend Periods, 28-day
Dividend Periods and Special Dividend Periods are hereinafter sometimes
referred to as Dividend Periods. Each dividend payment date determined as
provided above is hereinafter referred to as a "Dividend Payment Date."

               (ii) Each dividend shall be paid to the Holders as they appear
         in the Stock Register as of 12:00 noon, Now York City time, on the
         Business Day preceding the Dividend Payment Date. Dividends in
         arrears for any past Dividend Period may be



                                      31
<PAGE>

         declared and paid at any time, without reference to any regular
         Dividend Payment Date, to the Holders as they appear on the Stock
         Register on a date, not exceeding 15 days prior to the payment date
         therefore, as may be fixed by the Board of Directors of the
         Corporation.

         (c) (i) During the period from and including the Date of Original
Issue to but excluding the Last Initial Dividend Payment Date (the "Initial
Dividend Period"), the Applicable Rates shall be the Initial Dividend Rate.
Commencing on the Last Initial Dividend Payment Date, the Applicable Rate for
each subsequent dividend period (hereinafter referred to as a "Subsequent
Dividend Period"), which Subsequent Dividend Period shall commence on and
include a Dividend Payment Date and shall end on and include the calendar day
prior to the next Dividend Payment Date (or last Dividend Payment Date in a
Dividend Period if there is more than one Dividend Payment Date), shall be
equal to the rate per annum that results from implementation of the Auction
Procedures.

         The Applicable Dividend Rate for each Dividend Period commencing
during a Non-Payment Period shall be equal to the Non-Payment Period Rate; and
each Dividend Period, commencing after the first day of, and during, a
Non-Payment Period shall be a 28-day Dividend Period in the case of Series A
AMPS and Series C AMPS and a 7-Day Dividend Period in the case of Series B
AMPS and Series D AMPS, provided that if the preceding Dividend Period for
Series A AMPS and Series C AMPS is a Special Dividend Period of less than 28
days, the Dividend Period commencing during a Non-Payment Period will be the
same length as such preceding Dividend Period. Except in the case of the
willful failure of the Corporation to pay a dividend on a Dividend Payment
Date or to redeem any shares of AMPS on the date set for such redemption, any
amount of any dividend due on any Dividend Payment Date (if, prior to the



                                      32
<PAGE>

close of business on the second Business Day preceding such Dividend Payment
Date, the Corporation has declared such dividend payable on such Dividend
Payment Date to the Holders of such shares of AMPS as of 12:00 noon, New York
City time, on the Business Day preceding such Dividend Payment Date) or
redemption price with respect to any shares of AMPS not paid to such Holders
when due may be paid to such Holders in the same form of funds by 12:00 noon,
New York City time, on any of the first three Business Days after such
Dividend Payment Date or due date, as the case may be, provided that, such
amount is accompanied by a late charge calculated for such period of
non-payment at the Non-Payment Period Rate applied to the amount of such
non-payment based on the actual number of days comprising such period divided
by 365. In the case of a willful failure of the Corporation to pay a dividend
on a Dividend Payment Date or to redeem any Shares of AMPS on the date set for
such redemption, the preceding sentence shall not apply and the Applicable
Dividend Rate for the Dividend Period commencing during the Non-Payment Period
resulting from such failure shall be the Non-Payment Period Rate. For the
purposes of the foregoing, payment to a person in same-day funds on any
Business Day at any time shall be considered equivalent to payment to such
person in New York Clearing House (next-day) funds at the same time on the
preceding Business Day, and any payment made after 12:00 noon, New York City
time, on any Business Day shall be considered to have been made instead in the
same form of funds and to the same person before 12:00 noon, New York City
time, on the next Business Day.

               (ii) The amount of cash dividends per share of AMPS payable (if
         declared) on each Dividend Payment Date of the Initial Dividend
         Period, each 7-Day Dividend Period, each 28-day Dividend Period and
         each Short Term Dividend Period shall be computed by multiplying the
         Applicable Rate for such Dividend Period by a fraction, the
         numerator of



                                      33
<PAGE>

         which will be the number of days in such Dividend Period such share
         was outstanding and the denominator of which will be 365,
         multiplying the amount so obtained by $50,000, and rounding the
         amount so obtained to the nearest cent. During any Long Term
         Dividend Period, the amount of dividends per share payable on any
         Dividend Payment Date shall be computed on the basis of a year
         consisting of twelve 30-day months.

               (iii) With respect to each Dividend period that is a Special
         Dividend Period, the Corporation may, at its sole option and to the
         extent permitted by law, by telephonic and written notice (a
         "Request for Special Dividend Period") to the Auction Agent and to
         each Broker-Dealer, request that the next succeeding Dividend Period
         for a series of AMPS be a number of days (other than 28 in the case
         of Series A AMPS and Series C AMPS and other than seven in the case
         of Series B AMPS and Series D AMPS), evenly divisible by seven, and
         not fewer than seven or more than 364 in the case of a Short Term
         Dividend Period or one whole year or more but not greater than five
         years in the case of a Long Term Dividend Period, specified in such
         notice, provided that for any Auction occurring after the initial
         Auction, the Corporation may not give a Request for Special Dividend
         Period of greater than 28 days (and any such request shall be null
         and void) unless the Corporation has received written confirmation
         from Moody's and S&P that such action would not impair the ratings
         then assigned to the AMPS by Moody's and S&P and unless Sufficient
         Clearing Bids were made in the last occurring Auction and unless
         full cumulative dividends, any amounts due with respect to
         redemptions, and any Additional Dividends payable prior to such date
         have been paid in full. Such Request for Special Dividend Period, in
         the case of a Short Term Dividend Period, shall be given on



                                      34
<PAGE>

         or prior to the fourth Business Day but not more than seven Business
         Days prior to an Auction Date for a series of AMPS and, in the case
         of a Long Term Dividend Period, shall be given on or prior to the
         14th day but not more than 28 days prior to an Auction Date for the
         AMPS. Upon receiving such Request for Special Dividend Period, the
         Broker-Dealer(s) shall jointly determine whether, given the factors
         set forth below, it is advisable that the Corporation issue a Notice
         of Special Dividend Period for the series of AMPS as contemplated by
         such Request for Special Dividend Period and the Optional Redemption
         Price of the AMPS during such Special Dividend Period and the
         Specific Redemption Provisions and shall give the Corporation and
         the Auction Agent written notice (a "Response") of such
         determination by no later than the third Business Day prior to such
         Auction Date. In making such determination the Broker-Dealer(s) will
         consider (1) existing short-term and long-term market rates and
         indices of such short-term and long-term rates, (2) existing market
         supply and demand for short-term and long-term securities, (3)
         existing yield curves for short-term and long-term securities
         comparable to the AMPS, (4) industry and financial conditions which
         may affect the AMPS, (5) the investment objective of the
         Corporation, and (6) the Dividend Periods and dividend rates at
         which current and potential beneficial holders of the AMPS would
         remain or become beneficial holders. If the Broker-Dealer(s) shall
         not give the Corporation and the Auction Agent a Response by such
         third Business Day or if the Response states that given the factors
         set forth above it is not advisable that the Corporation give a
         Notice of Special Dividend Period for the series of AMPS, the
         Corporation may not give a Notice of Special Dividend Period in
         respect of such Request for Special Dividend Period. In the event
         the Response indicates that it is advisable that the Corporation
         give a Notice of



                                      35
<PAGE>

         Special Dividend Period for the series of AMPS, the Corporation may
         by no later than the second Business Day prior to such Auction Date
         give a notice (a "Notice of Special Dividend Period") to the Auction
         Agent, the Securities Depository and each Broker-Dealer which notice
         will specify (i) the duration of the Special Dividend Period, (ii)
         the Optional Redemption Price as specified in the related Response
         and (iii) the Specific Redemption Provisions, if any, as specified
         in the related Response. The Corporation shall not give a Notice of
         Special Dividend Period and, if the Corporation has given a Notice
         of Special Dividend Period, the Corporation is required to give
         telephonic and written notice of its revocation (a "Notice of
         Revocation") to the Auction Agent, each Broker-Dealer, and the
         Securities Depository on or prior to the Business Day prior to the
         relevant Auction Date if (x) either the 1940 Act AMPS Asset Coverage
         is not satisfied or the Corporation shall fail to maintain S&P
         Eligible Assets and Moody's Eligible Assets each with an aggregate
         Discounted Value at least equal to the AMPS Basic Maintenance
         Amount, in each case on each of the two Valuation Dates immediately
         preceding the Business Day prior to the relevant Auction Date on an
         actual basis and on a pro forma basis giving effect to the proposed
         Special Dividend Period (using as a pro forma dividend rate with
         respect to such Special Dividend Period the dividend rate which the
         Broker-Dealers shall advise the Corporation is an approximately
         equal rate for securities similar to the AMPS with an equal dividend
         period), provided that, in calculating the aggregate Discounted
         Value of Moody's Eligible Assets for this purpose, the Moody's
         Collateral Period shall be deemed to be one week longer, (y)
         sufficient funds for the payment of dividends payable on the
         immediately succeeding Dividend Payment Date have not been
         irrevocably deposited with the Auction Agent by the close of
         business on



                                      36
<PAGE>

         the third Business Day preceding the related Auction Date or (z) the
         Broker-Dealer(s) jointly advise the Corporation that after
         consideration of the factors listed above they have concluded that
         it is advisable to give a Notice of Revocation. If the Corporation
         is prohibited from giving a Notice of Special Dividend Period as a
         result of any of the factors enumerated in clause (x), (y) or (z) of
         the prior sentence or if the Corporation gives a Notice of
         Revocation with respect to a Notice of Special Dividend Period for
         any series of AMPS, the next succeeding Dividend Period for that
         series will be a 28-day Dividend Period in the case of Series A AMPS
         and Series C AMPS and a 7-Day Dividend Period in the case of Series
         B AMPS and Series D AMPS, provided that if the then-current Dividend
         Period for Series A AMPS or Series C AMPS is a Special Dividend
         Period of less than 28 days, the next succeeding Dividend Period for
         such series of AMPS will be the same length as such current Dividend
         Period. In addition, in the event Sufficient Clearing Bids are not
         made in the applicable Auction or such Auction is not held for any
         reason, such next succeeding Dividend Period will be a 28-day
         Dividend Period (in the case of Series A AMPS and Series C AMPS) or
         a 7-Day Dividend Period (in the case of Series B AMPS and Series D
         AMPS) and the Corporation may not again give a Notice of Special
         Dividend Period for the AMPS (and any such attempted notice shall be
         null and void) until Sufficient Clearing Bids have been made in an
         Auction with respect to a 28-day Dividend Period (in the case of
         Series A Amps and Series C AMPS) or a 7-Day Dividend Period (in the
         case of Series B AMPS and Series D AMPS).

         (d) (i) Holders shall not be entitled to any dividends, whether
payable in cash, property or stock, in excess of full cumulative dividends and
applicable late charge, as herein provided, on the shares of AMPS (except for
Additional Dividends as provided in paragraph 2(e)



                                      37
<PAGE>

hereof and additional payments as provided in paragraph 2(f) hereof). Except
for the late charge payable pursuant to paragraph 2(c)(i) hereof, no interest,
or sum of money in lieu of interest, shall be payable in respect of any
dividend payment on the shares of AMPS that may be in arrears.

               (ii) For so long as any share of AMPS is Outstanding, the
         Corporation shall 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 Stock or other stock, if any,
         ranking junior to the shares of AMPS as to dividends or upon
         liquidation) in respect of the Common Stock or any other stock of
         the Corporation ranking junior to or on a parity with the shares of
         AMPS as to dividends or upon liquidation, or call for redemption,
         redeem, purchase or otherwise acquire for consideration any shares
         of the Common Stock or any other such junior stock (except by
         conversion into or exchange for stock of the Corporation ranking
         junior to the shares of AMPS as to dividends and upon liquidation)
         or any other such Parity Stock (except by conversion into or
         exchange for stock of the Corporation ranking junior to or on a
         parity with the shares of AMPS as to dividends and upon
         liquidation), unless (A) immediately after such transaction, the
         Corporation shall have S&P Eligible Assets and Moody's Eligible
         Assets each with an aggregate Discounted Value equal to or greater
         than the AMPS Basic Maintenance Amount and the Corporation shall
         maintain the 1940 Act AMPS Asset Coverage, (a) full cumulative
         dividends on shares of AMPS and shares of other AMPS due on or prior
         to the date of the transaction have been declared and paid or shall
         have been declared and sufficient funds for the payment thereof
         deposited with the Auction Agent, (C) any additional Dividend
         required to be paid under paragraph 2(e)



                                      38
<PAGE>

         below on or before the date of such declaration or payment has been
         paid and (D) the Corporation has redeemed the full number of shares
         of AMPS required to be redeemed by any provision for mandatory
         redemption contained herein.

         (e) Each dividend shall consist of (i) cash at the Applicable
Dividend Rate, (ii) an uncertificated right (a "Right") to receive an
Additional Dividend (as defined below), and (iii) any additional amounts as
set forth in paragraph 2(f) below.

         Each Right shall thereafter be independent of the Share or Shares of
AMPS on which the dividend was paid. The Corporation shall cause to be
maintained a record of each Right received by the respective Holders. A Right
may not be transferred other than by operation of law. If the Corporation
retroactively allocates any net capital gains or other taxable income to
shares of AMPS without having given advance notice thereof to the Auction
Agent as described in paragraph 2(f) hereof solely by reason of the fact that
such allocation is made as a result of the redemption of all or a portion of
the outstanding shares of AMPS or the liquidation of the Corporation (the
amount of such allocation referred to herein as a "Retroactive Taxable
Allocation"), the Corporation will, within 90 days (and generally within 60
days) after the end of the Corporation's fiscal year for which a Retroactive
Taxable Allocation is made, provide notice thereof to the Auction Agent and to
each holder of a Right applicable to such shares of AMPS (initially Cede & Co.
as nominee of The Depository Trust Company)'during such fiscal year at such
holder's address as the same appears or last appeared on the stock books of
the Corporation. The Corporation will, within 30 days after such notice is
given to the Auction Agent, pay to the Auction Agent (who will then distribute
to such holders of Rights), out of funds legally available therefore, an
amount equal to the aggregate Additional Dividend with respect to all
Retroactive Taxable Allocations made to such holders during the fiscal year in
question.



                                      39
<PAGE>

         An "Additional Dividends" means payment to a present or former holder
of shares of AMPS of an amount which, when taken together with the aggregate
amount of Retroactive Taxable Allocations made to such holder with respect to
the fiscal year in question, would cause such holder's dividends in dollars
from the aggregate of both the Retroactive Taxable Allocations and the
Additional Dividend to be equal to the dollar amount of the dividends which
would have been received by such holder if the amount of the aggregate
Retroactive Taxable Allocations would have been excludable from the gross
income of such holder. Such Additional Dividend shall be calculated (i)
without consideration being given to the time value of money; (ii) assuming
that no holder of shares of AMPS is subject to the Federal alternative minimum
tax with respect to dividends received from the corporation; and (iii)
assuming that each Retroactive Taxable Allocation would be taxable in the
hands of each holder of shares of AMPS at the Marginal Tax Rate in effect
during the fiscal year in question.

         (f) Except as provided below, whenever the Corporation intends to
include any net capital gains or other taxable income in any dividend on
shares of AMPS, the Corporation will notify the Auction Agent of the amount to
be so included at least five Business Days prior to the Auction Date on which
the Applicable Rate for such dividend is to be established. The Corporation
may also include such income in a dividend on shares of a series of AMPS
without giving advance notice thereof if it increases the dividend by an
additional amount calculated as if such income was a Retroactive Taxable
Allocation and the additional amount was an Additional Dividend.

         (g) No fractional shares of AMPS shall be issued.

         3. Liquidation Rights. Upon any liquidation, dissolution or winding
up of the Corporation, whether voluntary or involuntary, the Holders shall be
entitled to receive, out of the



                                      40
<PAGE>

assets of the Corporation available for distribution to shareholders, before
any distribution or payment is made upon any Common Stock or any other capital
stock ranking junior in right of payment upon liquidation to the AMPS, the sum
of $50,000 per share plus accumulated but unpaid dividends (whether or not
earned or declared) thereon to date of distribution, and after such payment
the holders of AMPS will be entitled to no other payments other than
Additional Dividends as provided in paragraph 2(e) hereof. If upon any
liquidation, dissolution or winding up of the Corporation, the amounts payable
with respect to the AMPS and any other Outstanding class or series of
Preferred Stock of the Corporation ranking on a parity with the AMPS as to
payment upon liquidation are not paid in full, the Holders and the holders of
such other class or series will share ratably in any such distribution of
assets in proportion to the respective preferential amounts to which they are
entitled. After payment of the full amount of the liquidating distribution to
which they are entitled, the Holders will not be entitled to any further
participation in any distribution of assets by the Corporation except for any
Additional Dividends. A consolidation, merger or statutory share exchange of
the Corporation with or into any other corporation or entity or a sale,
whether for cash, shares of stock, securities or properties, of all or
substantially all or any part of the Assets of the Corporation shall not be
detailed or construed to be a liquidation, dissolution or winding up of the
Corporation.

         4. Redemption. (a) Shares of AMPS shall be redeemable by the
Corporation as provided below:

               (i) To the extent permitted under the 1940 Act and Maryland
         law, upon giving a Notice of Redemption, the Corporation at its
         option may redeem shares of AMPS, in whole or in part, out of funds
         legally available therefore, at the Optional Redemption Price per
         share, on any Dividend Payment Date; provided that no share of AMPS
         may be



                                      41
<PAGE>

         redeemed at the option of the Corporation during a Non-Call
         Period to which such share is subject. In addition, holders of AMPS
         which are redeemed shall be entitled to receive Additional Dividends
         to the extent provided herein. The Corporation may not give a Notice
         of Redemption relating to an optional redemption as described in
         this paragraph 4(a)(i) unless, at the time of giving such Notice of
         Redemption, 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 due to Holders by reason of the redemption of their shares of
         AMPS on such redemption date.

               (ii) The Corporation shall redeem, out of funds legally
         available therefore, at the Mandatory Redemption Price per share,
         shares of AMPS to the extent permitted under the 1940 Act and
         Maryland law, on a date fixed by the Board of Directors, if the
         Corporation fails to maintain S&P Eligible Assets and Moody's
         Eligible Assets each with an aggregate Discounted Value equal to or
         greater than the AMPS Basic Maintenance Amount as provided in
         paragraph 7(a) or to satisfy the 1940 Act AMPS Asset Coverage as
         provided in paragraph 6 and such failure is not cured on or before
         the AMPS Basic Maintenance Cure Date or the 1940 Act Cure Date
         (herein respectively referred to as a "Cure Date"), as the case may
         be. In addition, holders of AMPS so redeemed shall be entitled to
         receive Additional Dividends to the extent provided herein. The
         number of shares of AMPS to be redeemed shall be equal to the lesser
         of (i) the minimum number of shares of AMPS the redemption of which,
         if deemed to have occurred immediately prior to the opening of
         business on the Cure Date, together with all shares of other
         Preferred Stock subject to redemption or retirement, would result in
         the Corporation having S&P Eligible Assets and Moody's Eligible
         Assets each with an aggregate Discounted Value



                                      42
<PAGE>

         equal to or greater than the AMPS Basic Maintenance Amount or
         satisfaction of the 1940 Act AMPS Asset Coverage, as the case may
         be, on such Cure Date (provided that, if there is no such minimum
         number of shares of AMPS and shares of other Preferred Stock the
         redemption of which would have such result, all shares of AMPS and
         shares of other Preferred Stock then Outstanding shall be redeemed),
         and (ii) the maximum number of shares of AMPS, together with all
         shares of other Preferred Stock subject to redemption or retirement,
         that can be redeemed out of funds expected to be legally available
         therefore on such redemption date. In determining the number of
         shares of AMPS required to be redeemed in accordance with the
         foregoing, the Corporation shall allocate the number required to be
         redeemed which would result in the corporation having S&P Eligible
         Assets and Moody's Eligible Assets each with an aggregate Discounted
         Value equal to or greater than the AMPS Basic Maintenance Amount or
         satisfaction of the 1940 Act AMPS Asset coverage, as the case may
         be, pro rata among shares of AMPS of all series, Other AMPS and
         other Preferred Stock subject to redemption pursuant to provisions
         similar to those contained in this paragraph 4(a)(ii); provided
         that, shares of AMPS which may not be redeemed at the option of the
         Corporation due to the designation of a Non-Call Period applicable
         to such shares (A) will be subject to mandatory redemption only to
         the extent that other shares are not available to satisfy the number
         of shares required to be redeemed and (B) will be selected for
         redemption in an ascending order of outstanding number of days in
         the Non-Call Period (with shares with the lowest number of days to
         be redeemed first) and by lot in the event of shares having an equal
         number of days in such Non-Call Period. The Corporation shall effect
         such redemption on a Business Day which is not later than 35 days
         after such Cure Date, except that if the Corporation does not have



                                      43
<PAGE>

         funds legally available for the redemption of all of the required
         number of shares of AMPS and shares of other Preferred Stock which
         are subject to mandatory redemption or the Corporation otherwise is
         unable to effect such redemption on or prior to 35 days after such
         Cure Date, the Corporation shall redeem those shares of AMPS which
         it is unable to redeem on the earliest practicable date on which it
         is able to effect such redemption out of funds legally available
         therefore.

         (b) Notwithstanding any other provision of this paragraph 4, no
shares of AMPS may be redeemed pursuant to paragraph 4(a)(i) of those Articles
Supplementary (i) unless all dividends in arrears on all remaining outstanding
shares of Parity Stock shall have been or are being contemporaneously paid or
declared and set apart for payment and (ii) if redemption thereof would result
in the Corporation's failure to maintain Moody's Eligible Assets with an
aggregate Discounted Value equal to or greater than the AMPS Basic Maintenance
Amount. In the event that less than all the outstanding shares of a series of
AMPS are to be redeemed and there is more than one Holder, the shares of that
series of AMPS to be redeemed shall be selected by lot or such other method as
the corporation shall deem fair and equitable.

         (c) Whenever shares of AMPS are to be redeemed, the Corporation, not
less than 20 nor more than 30-days prior to the date fixed for redemption,
shall mail a notice ("Notice of Redemption") by first-class mail, postage
prepaid, to each Holder of shares of AMPS to be redeemed and to the Auction
Agent. The Corporation shall cause the Notice of Redemption to also be
published in the eastern and national editions of The Wall Street Journal. The
Notice of Redemption shall set forth (i) the redemption date, (ii) the amount
of the redemption price, (iii) the aggregate number of shares of AMPS of such
series to be redeemed, (iv) the place or places where shares of AMPS of such
series are to by surrendered for payment of the redemption price,



                                      44
<PAGE>

(v) a statement that dividends on the shares to the redeemed shall cease to
accumulate on such redemption date (except that holders may be entitled to
Additional Dividends) and (vi) the provision of these Articles Supplementary
pursuant to which such shares are being redeemed. No defect in the Notice of
Redemption or in the mailing or publication thereof shall affect the validity
of the redemption proceedings, except as required by applicable law.

         If the Notice of Redemption shall have been given as aforesaid and,
concurrently or thereafter, the Corporation shall have deposited in trust with
the Auction Agent a cash amount equal to the redemption payment for the shares
of AMPS as to which such Notice of Redemption has been given with irrevocable
instructions and authority to pay the redemption price to the Holders of such
shares, then upon the date of such deposit or, if no such deposit is made,
then upon such date fixed for redemption (unless the Corporation shall default
in making the redemption payment), all rights of the Holders of such shares as
shareholders of the Corporation by reason of the ownership of such shares will
cease and terminate (except their right to receive the redemption price in
respect thereof and any Additional Dividends, but without interest), and such
shares shall no longer be deemed outstanding. The Corporation shall be
entitled to receive, from time to time, from the Auction Agent the interest,
if any, on such moneys deposited with it and the Holders of any shares so
redeemed shall have no claim to any of such interest. In case the Holder of
any shares so called for redemption shall not claim the redemption payment for
his shares within one year after the date of redemption, the Auction Agent
shall, upon demand, pay over to the Corporation such amount remaining on
deposit and the Auction Agent shall thereupon be relieved of all
responsibility to the Holder of such shares called for redemption and such
Holder thereafter shall look only to the Corporation for the redemption
payment.



                                      45
<PAGE>

         5. Voting Rights. (a) General. Except as otherwise provided in the
charter or By-Laws, each Holder of shares of AMPS shall be entitled to one
vote for each share held in each matter submitted to a vote of shareholders of
the Corporation, and the holders of outstanding shares of Preferred Stock,
including AMPS, and of shares of Common Stock shall vote together as a single
class; provided that, at any meeting of the shareholders of the Corporation
held for the election of directors, the holders of outstanding shares of
Preferred Stock, including AMPS, shall be entitled, as a class, to the
exclusion of the holders of all other securities and classes of capital stock
of the Corporation, to elect two directors of the Corporation. Subject to
paragraph 5(b) hereof, the holders of outstanding shares of capital stock of
the Corporation, including the holders of outstanding shares of Preferred
Stock, including AMPS, voting as a single class, shall elect the balance of
the directors.

         (b) Right to elect Majority of Board of Directors. During any period
in which any one or more of the conditions described below shall exist (such
period being referred to herein as a "Voting Period"), the number of directors
constituting the Board of Directors shall be automatically increased by the
smallest number that, when added to the two directors elected exclusively by
the holders of shares of Preferred Stock, would constitute a majority of the
Board of Directors as so increased by such smallest number; and the holders of
shares of Preferred Stock shall be entitled, voting separately as one class
(to the exclusion of the holders of all other securities and classes of
capital stock of the Corporation), to elect such smallest number of additional
directors, together with the two directors that such holders are in any event
entitled to elect. A Voting Period shall commence:

               (i) if at any time accumulated dividends (whether or not earned
         or declared, and whether or not funds are then legally available in
         an amount sufficient therefore) on the



                                      46
<PAGE>

         outstanding shares of AMPS equal to at least two full year's
         dividends shall be due and unpaid and sufficient cash or specified
         securities shall not have been deposited with the Auction Agent for
         the payment of such accumulated dividends;

               or

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

         Upon the termination of a voting period, the voting rights described
in this paragraph 5(b) shall cease, subject always, however, to the reverting
of such voting rights in the Holders upon the further occurrence of any of the
events described in this paragraph 5(b).

         (c) Right to Vote with Respect to Certain Other Matters. So long as
any shares of AMPS are outstanding, the Corporation shall not, without the
affirmative vote of the holders of a majority of the shares of Preferred Stock
Outstanding at the time, voting separately as one class: (i) authorize, create
or issue, or increase the authorized or issued amount of, any class or series
of stock ranking prior to or on a parity with any series of Preferred Stock
with respect to payment of dividends or the distribution of assets on
liquidation, or increase the authorized amount of AMPS or any other Preferred
Stock, or (ii) amend, alter or repeal the provisions of the Charter, whether
by merger, consolidation or otherwise, so as to adversely affect any of the
contract rights expressly set forth in the charter of holders of shares of
AMPS or any other Preferred Stock. To the extent permitted under the 1940 Act,
in the event shares of more than one series of AMPS are outstanding, the
Corporation shall not approve any of the actions set forth in clause (i) or
(ii) which adversely affects the contract rights expressly set forth in the
Charter of a Holder of shares of a series of AMPS differently than those of a
Holder of shares of any other series of AMPS without the affirmative vote of
the holders of at least a majority of the shares of AMPS of each series
adversely affected and outstanding at such time (each such adversely affected
series voting



                                      47
<PAGE>

separately as a class). The Corporation shall notify Moody's and S&P ten
Business Days prior to any such vote described in clause (i) or (ii). Unless a
higher percentage is provided for under the charter, the affirmative vote of
the holders of a majority of the outstanding shares of Preferred Stock,
including AMPS, voting together as a single class, will be required to approve
any plan of reorganization (including bankruptcy proceedings) adversely
affecting such shares or any action requiring a vote of security holders under
Section 13(a) of the 1940 Act. The class vote of holders of shares of
Preferred Stock, including AMPS, described above will in each case be in
addition to a separate vote of the requisite percentage of shares of Common
Stock and shares of Preferred Stock, including AMPS, voting together as a
single class necessary to authorize the action in question.

         (d) Voting Procedures.

               (i) As soon as practicable after the accrual of any right of
         the holders of shares of Preferred Stock to elect additional
         directors as described in paragraph 5(b) above, the Corporation
         shall call a special meeting of such holders and instruct the
         Auction Agent to mail a notice of such special meeting to such
         holders, such meeting to be held not less than 10 nor more than 20
         days after the date of mailing of such notice. If the Corporation
         fails to send such notice to the Auction Agent or if the Corporation
         does not call such a special meeting, it may be called by any such
         holder on like notice. The record date for determining the holders
         entitled to notice of and to vote at such special meeting shall be
         the close of business on the fifth Business Day preceding the day on
         which such notice is mailed. At any such special meeting and at each
         meeting held during a Voting Period, such Holders, voting together
         as a class (to the exclusion of the holders of all other securities
         and classes of capital stock of the Corporation), shall be entitled
         to elect the



                                      48
<PAGE>

         number of directors prescribed in paragraph 5(b) above.  At any such
         meeting or adjournment thereof in the absence of a quorum, a majority
         of such holders present in person or by proxy shall have the power
         to adjourn the meeting without notice, other than by an announcement
         at the meeting, to a date not more than 120 days after the original
         record date.

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

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

               (iv) simultaneously with the expiration of a Voting Period, the
         terms of office of the additional directors elected by the Holders
         and holders of other Preferred Stock pursuant to paragraph 5(b)
         above shall terminate, the remaining directors shall constitute the
         directors of the corporation and the voting rights of the Holders
         and such other holders to elect additional directors pursuant to
         paragraph 5(b) above shall cease, subject to the provisions of the
         last sentence of paragraph 5(b)(ii).



                                      49
<PAGE>

               (e) Exclusive Remedy. Unless otherwise required by law, the
         Holders of shares of AMPS shall not have any rights or preferences
         other than those specifically set forth herein. The Holders of
         shares of AMPS shall have no preemptive rights or rights to
         cumulative voting. In the event that the Corporation fails to pay
         any dividends on the shares of AMPS, the exclusive remedy of the
         Holders shall be the right to vote for directors pursuant to the
         provisions of this paragraph 5.

               (f) Notification to S&P and Moody's. In the event a vote of
         Holders of AMPS is required pursuant to the provisions of Section
         13(a) of the 1940 Act, the Corporation shall, not later than ten
         Business Days prior to the date on which such vote is to be taken,
         notify S&P and Moody's that such vote is to be taken and the nature
         of the action with respect to which such vote is to be taken and,
         not later than ten Business Days after the date on which such vote
         is taken, notify S&P and Moody's of the result of such vote.

         6. 1940 Act AMPS Asset Coverage. The Corporation shall maintain, as
of the last Business Day of each month in which any share of AMPS is
outstanding, the 1940 Act AMPS Asset Coverage.

         7. AMPS Basic Maintenance Amount. (a) The Corporation shall maintain,
on each Valuation Date, and shall verify to its satisfaction that it is
maintaining on such Valuation Date, (i) S&P Eligible Assets having an
aggregate Discounted Value equal to or greater than the AMPS Basic Maintenance
Amount and (ii) Moody's Eligible Assets having an aggregate Discounted Value
equal to or greater than the AMPS Basic Maintenance Amount. Upon any failure
to maintain the required Discounted Value, the Corporation will use its best
efforts to alter the composition of its portfolio to retain the AMPS Basic
Maintenance Amount on or prior to the AMPS Basic Maintenance Cure Date.



                                      50
<PAGE>

         (b) on or before 5:00 p.m., New York city time, on the third Business
Day after a Valuation Date on which the Corporation fails to satisfy the AMPS
Basic Maintenance Amount, the Corporation shall complete and deliver to the
Auction Agent, and Moody's and S&P, as the case may be, a complete AMPS Basic
Maintenance Report as of the date of such failure, which will be deemed to
have been delivered to the Auction Agent if the Auction Agent receives a copy
or telecopy, telex or other electronic transcription thereof and on the same
day the Corporation mails to the Auction Agent for delivery on the next
Business Day the complete AMPS Basic Maintenance Report. The Corporation will
deliver an AMPS Basic Maintenance Report to the Auction Agent and Moody's and
S&P, as the case may be, on or before 5:00 p.m., New York City time, on the
third Business Day after a Valuation Date on which the Corporation cures its
failure to maintain Moody's Eligible Assets or S&P Eligible Assets, as the
case may be, with an aggregate Discounted Value equal to or greater than the
AMPS Basic Maintenance Amounts or on which the Corporation fails to maintain
Moody's Eligible Assets or S&P Eligible Assets, as the case may be, with an
aggregate Discounted Value which exceeds the AMPS Basic Maintenance Amount by
5% or more. The Corporation will also deliver an AMPS Basic Maintenance Report
to the Auction Agent, Moody's and S&P as of each Quarterly Valuation Date on
or before the third Business Day after such date. Whenever the Corporation
delivers an AMPS Basic Maintenance Report to S&P pursuant to this paragraph
7(b), it shall also deliver a Certificate of Minimum Liquidity to S&P and the
Auction Agent. The Corporation shall also provide Moody's and S&P with an AMPS
Basic Maintenance Report when specifically requested by either Moody's or S&P.
A failure by the Corporation to deliver an AMPS Basic Maintenance Report under
this paragraph 7(b) shall be deemed to be delivery of an AMPS Basic
Maintenance Report indicating the Discounted Value for S&P Eligible Assets and
Moody's



                                      51
<PAGE>

Eligible Assets of the Corporation is less than the AMPS Basic Maintenance
Amount, as of the relevant Valuation Date.

         (c) Within ten Business Days after the date of delivery of an AMPS
Basic Maintenance Report and a Certificate of Minimum Liquidity in accordance
with paragraph 7(b) above relating to a Quarterly Valuation Date, the
Independent Accountant will confirm in writing to the Auction Agent, S&P and
Moody's (i) the mathematical accuracy of the calculations reflected in such
Report (and in any other AMPS Basic Maintenance Report, randomly selected by
the Independent Accountant, that was delivered by the Corporation during the
quarter ending on such Quarterly Valuation Date) and (with respect to S&P only
while S&P is rating the AMPS) Certificate, (ii) that, in such Report (and in
such randomly selected Report), the Corporation correctly determined the
assets of the Corporation which constitute S&P Eligible Assets or Moody's
Eligible Assets, as the case may be, at such Quarterly Valuation Date in
accordance with these Articles Supplementary, (iii) that, in such Report (and
in such randomly selected Report), the Corporation determined whether the
Corporation had, at such Quarterly Valuation Date (and at the Valuation Date
addressed in such randomly-selected Report) in accordance with these Articles
Supplementary, S&P Eligible Assets of an aggregate Discounted Value at least
equal to the AMPS Basic Maintenance amount and Moody's Eligible Assets of an
aggregate Discounted Value at least equal to the AMPS Basic Maintenance
Amount, (iv) that (with respect to S&P only) in such Certificate, the
Corporation determined the Minimum Liquidity Level and the Corporation's
Deposit Securities in accordance with these Articles Supplementary, including
maturity or tender date, (v) with respect to the S&P rating on Municipal
Bonds, the issuer name, issue size and coupon rate listed in such Report and
(with respect to S&P only) such Certificate, that the Independent Accountant
has requested that S&P verify such information and the



                                      52
<PAGE>

Independent Accountant shall provide a listing in its letter of any
differences, (vi) with respect to the Moody's ratings on Municipal Bonds, the
issuer name, issue size and coupon rate listed in such Report and (with
respect to S&P only) such Certificate, that such information has been verified
by Moody's (in the event such information is not verified by Moody's the
Independent Accountant will inquire of Moody's what such information is, and
provide a listing in its letter of any differences), (vii) with respect to the
bid or mean price (or such alternative permissible factor used in calculating
the Market Value) provided by the custodian of the Corporation's assets to the
Corporation for purposes of valuing securities in the Corporation's portfolio,
the Independent Accountant has traced the price used in such Report and (with
respect to S&P only) such Certificate to the bid or mean price listed in such
Report and (with respect to S&P only) such Certificate as provided to the
Corporation and verified that such information agrees (in the event such
information does not agree, the Independent Accountant will provide a listing
in its letter of such differences) and (viii) with respect to such
confirmation to Moody's, that the Corporation has satisfied the requirements
of Paragraph 9(b) of these Articles Supplementary (such confirmation is herein
called the "Accountant's Confirmation").

         (d) Within ten Business Days after the date of delivery to the
Auction Agent, S&P and Moody's of an AMPS Basic Maintenance Report in
accordance with paragraph 7(b) above relating to any Valuation Date on which
the Corporation failed to maintain S&P Eligible Assets with an aggregate
Discounted Value and Moody's Eligible Assets with an aggregate Discounted
Value equal to or greater than the AMPS Basic Maintenance Amount, and relating
to the AMPS Basic Maintenance Cure Date with respect to such failure, the
Independent Accountant will provide to the Auction Agent, S&P and Moody's an
Accountant's Confirmation as to such AMPS Basic Maintenance Report.



                                      53
<PAGE>

         (e) If any Accountant's Confirmation delivered pursuant to
subparagraph (c) or (d) of this paragraph 7 shows that an error was made in
the AMPS Basic Maintenance Report for a particular Valuation Date for which
such Accountant's Confirmation as required to be delivered, or shows that a
lower aggregate Discounted Value for the aggregate of all S&P Eligible Assets
or Moody's Eligible Assets, as the case may be, of the Corporation was
determined by the Independent Accountant, the calculation or determination
made by such Independent Accountant shall be final and conclusive and shall be
binding on the Corporation, and the Corporation shall accordingly amend and
deliver the AMPS Basic Maintenance Report to the Auction Agent, S&P and
Moody's promptly following receipt by the Corporation of such Accountant's
Confirmation.

         (f) On or before 5:00 p.m., Now York City time, on the first Business
Day after the Date of Original Issue of the shares of AMPS, the Corporation
will complete and deliver to S&P and Moody's an AMPS Basic Maintenance Report
as of the close of business on such Date of Original Issue. Within five
Business Days of such Date of Original Issue, the Independent Accountant will
confirm in writing to S&P and Moody's (i) the mathematical accuracy of the
calculations reflected in such Report and (ii) that the aggregate Discounted
Value of S&P Eligible Assets and the aggregate Discounted Value of Moody's
Eligible Assets reflected thereon equals or exceeds the AMPS Basic Maintenance
Amount reflected thereon. Also, on or before 5:00 p.m., Near York City time,
on the first Business Day after shares of Common Stock are repurchased by the
Corporation, the Corporation will complete and deliver to S&P and Moody's an
AMPS Basic Maintenance Report as of the close of business on such date that
Common Stock is repurchased.

         (g) For so long as shares of AMPS are rated by Moody's, in managing
the Corporation's portfolio, the adviser will not alter the composition of the
Corporation's portfolio if, in the



                                      54
<PAGE>

reasonable belief of the adviser, the effect of any such alteration would be
to cause the Corporation to have Moody's Eligible Assets with an aggregate
Discounted Value, as of the immediately preceding Valuation Date, less than
the AMPS Basic Maintenance Amount as of such Valuation Date; provided,
however, that in the event that, as of the immediately Preceding Valuation
Date, the aggregate Discounted Value of Moody's Eligible Assets exceeded the
AMPS Basic Maintenance Amount by five percent or less, the adviser will not
alter the composition of the Corporation's portfolio in a manner reasonably
expected to reduce the aggregate Discounted Value of Moody's Eligible Assets
unless the Corporation shall have confirmed that, after giving effect to such
alteration, the aggregate Discounted Value of Moody's Eligible Assets would
exceed the AMPS Basic Maintenance Amount.

         8. Minimum Liquidity Level. (a) For so long as any shares of AMPS are
rated by S&P, the Corporation shall be required to have, as of each Valuation
Date, Dividend Coverage Assets having in the aggregate a Market Value not less
than the Dividend Coverage Amount.

         (b) As of each Valuation Date as long as any shares of AMPS are rated
by S&P, the Corporation shall determine (i) the Market Value of the Dividend
Coverage Assets owned by the Corporation as of that Valuation Date, (ii) the
Dividend Coverage Amount on that Valuation Date, and (iii) whether the Minimum
Liquidity Level is met as of that Valuation Date. The calculations of the
Dividend Coverage Assets, the Dividend Coverage Amount and whether the Minimum
Liquidity Level is met shall be set forth in a certificate (a "Certificate of
Minimum Liquidity") dated as of the Valuation Date. The AMPS Basic Maintenance
Report and the Certificate of Minimum Liquidity may be combined in one
certificate. The Corporation shall cause the Certificate of Minimum Liquidity
to be delivered to S&P not later than the close of



                                      55
<PAGE>

business on the third Business Day after the Valuation Date applicable to such
Certificate pursuant to paragraph 7(b). The Minimum Liquidity Level shall be
deemed to be met as of any date of determination if the Corporation has timely
delivered a Certificate of Minimum Liquidity relating to such date which
states that the same has been met and which is not manifestly inaccurate. In
the event that a certificate of Minimum Liquidity is not delivered to S&P when
required, the Minimum Liquidity Level shall be deemed met to have been not as
of the applicable date.

         (c) if the Minimum Liquidity Level is met as of any Valuation Date,
then the Corporation shall purchase or otherwise acquire Dividend Coverage
Assets to the extent necessary so that the Minimum Liquidity Level is met as
of the fifth Business Day following such Valuation Date. The Corporation
shall, by such fifth Business Day, provide to S&P a Certificate of Minimum
Liquidity setting forth the calculations of the Dividend Coverage Assets and
the Dividend Coverage Amount and showing that the Minimum Liquidity Level is
met as of such fifth Business Day together with a report of the custodian of
the Corporation's assets confirming the amount of the Corporation's Dividend
Coverage Assets as of such fifth Business Day.

         9. Certain Other Restrictions.

         (a) For so long as any shares of 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 shares of AMPS
by S&P, except that the Corporation may purchase or sell futures contracts
based on the Bond Buyer Municipal Bond



                                      56
<PAGE>

Index (the "Municipal Index") or United States Treasury Bonds with remaining
maturities of ten years of more ("Treasury Bonds") and write, purchase or sell
put and call options on such contracts (collectively, "S&P Hedging
Transactions"), subject to the following limitations:

               (i) the corporation will not engage in any S&P Hedging
         Transaction based on the Municipal Index (other than transactions
         which terminate a futures contract or option held by the Corporation
         by the Corporation's taking an opposite position thereto ("Closing
         Transactions")), which would cause the Corporation at the time of
         such transaction to own or have sold the least of (A) more than
         1,000 outstanding futures contracts based on the Municipal Index,
         (B) outstanding futures contracts based on the Municipal Index
         exceeding in number 25% of the quotient of the Market Value of the
         Corporation's total assets divided by $100,000 or (C) outstanding
         futures contracts based on the Municipal Index exceeding in number
         10% of the average number of daily traded futures contracts based on
         the Municipal Index in the 30 days preceding the time of effecting
         such transaction as reported by The Wall Street Journal;

               (ii) the corporation will not engage in any S&P Hedging
         Transaction based on Treasury Bonds (other than Closing
         Transactions) which would cause the Corporation at the time of such
         transaction to own or have sold the lesser of (A) outstanding
         futures contracts based on Treasury Bonds and on the Municipal Index
         exceeding in number 25% of the quotient of the Market Value of the
         Corporation's total assets divided by $100,000 or (B) outstanding
         futures contracts based on Treasury Bonds exceeding in number 10% of
         the average number of daily traded futures contracts based on
         Treasury Bonds in the 30 days preceding the time of effecting such
         transaction as reported by The Wall Street Journal;



                                      57
<PAGE>

               (iii) the Corporation will engage in Closing Transactions to
         close out any outstanding futures contract which the Corporation
         owns or has sold or any outstanding option thereon owned by the
         Corporation in the event (A) the Corporation does not have S&P
         Eligible Assets with an aggregate Discounted Value equal to or
         greater than the AMPS Basic Maintenance Amount on two consecutive
         Valuation Dates and (B) the Corporation is required to pay Variation
         Margin on the second such Valuation Date;

               (iv) the Corporation will engage in a Closing Transaction to
         close out any outstanding futures contract or option thereon in the
         month prior to the delivery month under the terms of such futures
         contract or option thereon unless the Corporation holds the
         securities deliverable under such terms; and

               (v) when the corporation writes a futures contract or option
         thereon, it will either maintain an amount of cash, cash equivalents
         or short-term, fixed-income securities in a segregated account with
         the Corporation's custodian, so that the amount so segregated plus
         the amount of Initial Margin and Variation Margin held in the
         account of or on behalf of the Corporation's broker with respect to
         such futures contract or option equals the Market Value of the
         futures contract or option, or, in the event the Corporation writes
         a futures contract or option thereon which requires delivery of an
         underlying security, it shall hold such underlying security in its
         portfolio.

         For purposes of determining whether the Corporation has S&P Eligible
Assets with a Discounted Value that equals or exceeds the AMPS Basic
Maintenance Amount, the Discounted Value of cash or securities held for the
payment of Initial Margin or Variation Margin shall be zero and the aggregate
Discounted Value of S&P Eligible Assets shall be reduced by an amount equal to
(i) 30% of the aggregate settlement value, as marked to market, of any
outstanding



                                      58
<PAGE>

futures contracts based on the Municipal Index which are owned by the
Corporation plus (ii) 25% of the aggregate settlement value, as marked to
market, of any outstanding futures contracts based on Treasury Bonds which
contracts are owned by the Corporation.

         (b) For so long as any shares of AMPS are rated by Moody's, the
Corporation will not buy or sell futures contracts, write, purchase or sell
call options on futures contracts or purchase put options on futures contracts
or write call options (except covered call options) on portfolio securities
unless it receives written confirmation from Moody's that engaging in such
transactions would not impair the ratings then assigned to the shares of AMPS
by Moody's, except that the Corporation may purchase or sell exchange-traded
futures contracts based on the Municipal Index or Treasury Bonds and purchase,
write or sell exchange-traded put options on such futures contracts and
purchase, write or sell exchange-traded call options on such futures contracts
(collectively, "Moody's Hedging Transactions"), subject to the following
limitations:

               (i) the Corporation will not engage in any Moody's Hedging
         Transaction based on the Municipal Index (other than Closing
         Transactions) which would cause the Corporation at the time of such
         transaction to own or have sold (A) outstanding futures contracts
         based on the Municipal Index exceeding in number 10% of the average
         number of daily traded futures contracts based on the Municipal
         Index in the 30 days preceding the time of effecting such
         transaction as reported by The Wall Street Journal or (B)
         outstanding futures contracts based on the Municipal Index having a
         Market Value exceeding the Market Value of all Moody's Eligible
         Assets owned by the Corporation (other than Moody's Eligible Assets
         already subject to a Moody's Hedging Transaction);

               (ii) the Corporation will not engage in any Moody's Hedging
         Transaction based on Treasury Bonds (other than Closing
         Transactions) which would cause the Corporation



                                      59
<PAGE>

         at the time of such transaction to own or have sold (A) outstanding
         futures contracts based on Treasury Bonds having an aggregate Market
         Value exceeding 40% of the aggregate Market Value of Moody's
         Eligible Assets owned by the Corporation and rated Aa by Moody's
         (or, if not rated by Moody's but rated by S&P, rated AAA by S&P) or
         (B) outstanding futures contracts based on Treasury Bonds having an
         aggregate Market Value exceeding 80% of the aggregate Market Value
         of all Moody's Eligible Assets owned by the Corporation (other than
         Moody's Eligible assets already subject to a Moody's Hedging
         Transaction) and rated Baa or A by Moody's (or, if not rated by
         Moody's but rated by S&P, rated A or AA by S&P) (for purposes of the
         foregoing clauses (i) and (ii), the Corporation shall be deemed to
         own the number of futures contracts that underlie any outstanding
         options written by the Corporation);

               (iii) the Corporation will engage in Closing Transactions to
         close out any outstanding futures contract based on the Municipal
         Index if the amount of open interest in the Municipal Index as
         reported by The Wall Street Journal is less than 5,000;

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

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



                                      60
<PAGE>

               (vi) in the event the Corporation writes a futures contract or
         option' thereon which requires delivery of an underlying security,
         it shall hold such underlying security in its portfolio;

               (vii) the Corporation will not engage in options and futures
         transactions for leveraging or speculative purposes and will not
         write any call options or sell any futures contracts for the purpose
         of hedging the anticipated purchase of an asset prior to completion
         of such purchase; and

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

         For purposes of determining whether the Corporation has Moody's
Eligible Assets with an aggregate Discounted Value that equals or exceeds the
AMPS Basic Maintenance Amount, the Discounted Value of Moody's Eligible Assets
which the Corporation is obligated to deliver or receive pursuant to an
outstanding futures contract or option shall be as follows: (i) assets subject
to call options written by the Corporation which are either exchange-traded
and "readily reversible" or which expire within 49 days after the date as of
which such valuation is made shall be valued at the lesser of (a) Discounted
Value and (b) the exercise price of the call option written by the
Corporation; (ii) assets subject to call options written by the Corporation
not meeting the requirements of clause (i) of this sentence shall have no
value; (iii) assets subject to put options written by the Corporation shall be
valued at the lesser of (A) the exercise price and (B) the Discounted Value of
the subject security; (iv) futures contracts shall be valued at the lesser of
(A) settlement price and (B) the Discounted Value of the subject security,
provided that,



                                      61
<PAGE>

if a contract matures within 49 days after the date as of which such valuation
is made, where the Corporation is the seller the contract may be valued at the
settlement price and where the Corporation is the buyer the contract may be
valued at the Discounted Value of the subject securities and (v) where
delivery may be made to the Corporation with any security of a class of
securities, the Corporation shall assume that it will take delivery of the
security with the lowest Discounted Value.

         For purposes of determining whether the Corporation has Moody's
Eligible Assets with an aggregate Discounted Value that equals or exceeds the
AMPS Basic Maintenance Amount, the following amounts shall be subtracted from
the aggregate Discounted Value of the Moody's Eligible Assets held by the
Corporation: (i) 10% of the exercise price of a written call option; (ii) the
exercise price of any written put option; (iii) where the Corporation is the
seller under a futures contract, 10% of the settlement price of the futures
contract; (iv) where the Corporation is the purchaser under a futures
contract, the settlement price of assets purchased under such futures
contract; (v) the settlement price of the underlying futures contract if the
Corporation writes put options on a futures contract; and (vi) 105% of the
Market Value of the underlying futures contracts if the Corporation writes
call options on a futures contract and does not own the underlying contract.

         (c) For so long as any shares of AMPS are rated by Moody's, the
Corporation will not enter into any contract to purchase securities for a
fixed price at a future date beyond customary settlement time (other than such
contracts that constitute Moody's Hedging Transactions that are permitted
under paragraph 9(b) of these Articles Supplementary), except that the
Corporation may enter into such contracts to purchase newly issued securities
on the date such securities are issued ("Forward Commitments"), subject to the
following limitations:



                                      62
<PAGE>

               (i) the Corporation will maintain in a segregated account with
         its custodian cash, cash equivalents or short-term, fixed-income
         securities rated P-1, MIG-1 or VMIG-1 by Moody's and maturing prior
         to the date of the Forward Commitment with a Market Value that
         equals or exceeds the amount of the Corporation's obligations under
         any Forward Commitments to which it is from time to time a party or
         long-term fixed income securities with a Discounted Value that
         equals or exceeds the amount of the Corporation's obligations under
         any Forward Commitment to which it is from time to time a party; and

               (ii) the Corporation will not enter into a Forward Commitment
         unless, after giving effect thereto the Corporation would continue
         to have Moody's Eligible Assets with an aggregate Discounted Value
         equal to or greater than the AMPS Basic Maintenance Account.

         For purposes of determining whether the Corporation has Moody's
Eligible Assets with an aggregate Discounted Value that equals or exceeds the
AMPS Basic Maintenance Amount, the Discounted Value of all Forward Commitments
to which the Corporation is a party and of all securities deliverable to the
Corporation pursuant to such Forward Commitments shall be zero.

         (d) For so long as shares of AMPS are rated by S&P of Moody's, the
Corporation will not, unless it has received written confirmation from S&P
and/or Moody's, as the case may be, that such action would not impair the
ratings then assigned to shares of AMPS by S&P and/or Moody's, as the case may
be, (i) borrow money except for the purpose of clearing transactions in
portfolio securities (which borrowings shall under any circumstances be
limited to the lesser of $10 million and an amount equal to 5% of the Market
Value of the Corporation's assets at the time of such borrowings and which
borrowings shall be repaid within 60 days and not be



                                      63
<PAGE>

extended or renewed), (ii) engage in short sales of securities, (iii) lend any
securities, (iv) issue any class or series of stock ranking prior to or on a
parity with the AMPS with respect to the payment of dividends or the
distribution of assets upon dissolution, liquidation or winding up of the
Corporation, (v) reissue any AMPS previously purchased or redeemed by the
Corporation, (vi) merge or consolidate into or with any other corporation or
entity, (vii) change the Pricing Service or (viii) engage in reverse
repurchase agreements.

         10. Notice. All notices or communications, unless otherwise specified
in the By-Laws of the Corporation or these Articles Supplementary, shall be
sufficiently given if in writing and delivered in person or mailed by
first-class mail, postage prepaid. Notice shall be deemed given on the earlier
of the date received or the date seven days after which such notice is mailed.

         11. Auction Procedures. (a) Certain definitions. As used in this
paragraph 11, the following terms shall have the following meanings, unless
the context otherwise requires:

               (i) "AMPS" means the shares of AMPS being auctioned pursuant to
         this paragraph 11.

               (ii) "Auction Date" means the first Business Day preceding the
         first day of a Dividend Period.

               (iii) "Available AMPS" has the meaning specified in paragraph
         11(d)(i) below.

               (iv) "Bid" has the meaning specified in paragraph 11(b)( i)
         below.

               (v) "Bidder" has the meaning specified in paragraph 11(b)( i)
         below.

               (vi) "Hold order" has the meaning specified in paragraph
         11(b)(i) below.

               (vii) "Maximum Applicable Rate" for any Dividend Period will be
         the Applicable Percentage of the Reference Rate. The Applicable
         Percentage will be determined based on (i) the lower of the credit
         rating or ratings assigned on such date to



                                      64
<PAGE>

         such shares by Moody's and S&P (or if Moody's or S&P or both shall
         not make such rating available, the equivalent of either or both of
         such ratings by a substitute Rating Agency or two Substitute Rating
         Agencies or, in the event that only one Such rating shall be
         available, such rating) and (ii) whether the Corporation has
         provided notification to the Auction Agent prior to the Auction
         establishing the Applicable Rate for any dividend pursuant to
         paragraph 2(f) hereof that net capital gains or other taxable income
         will be included in such dividend on shares of AMPS as follows:

<TABLE>
<CAPTION>
                                                                 Applicable                Applicable
                                                                 Percentage of             Percentage of
                    Credit Ratings                               Reference                 Reference
------------------------------------------------------           Rate -                    Rate -
       Moody's                           S&P                  No Notification           No Notification
-----------------------      -------------------------        ---------------           ---------------
<S>                           <C>                              <C>                        <C>
"aa3" or higher                     AA- or higher                   110%                       150%
"a3" to "a1"                        A- to A+                        150%                       250%
"baa3" to "baa1"                    BBB- to BBB+                    150%                       250%
Below  "baa3"                       Below BBB-                      200%                       275%
</TABLE>

         The Corporation shall take all reasonable action necessary to enable
S&P and Moody's to provide a rating for each series of AMPS. If either S&P or
Moody's shall not make such a rating available, or neither S&P nor Moody's
shall make such a rating available, Merrill Lynch, Pierce, Fenner & Smith
Incorporated or its affiliates and successors, after consultation with the
Corporation, shall select a nationally recognized statistical rating
organization or two nationally recognized statistical rating organizations to
act as a Substitute Rating Agency or Substitute Rating Agencies, as the case
may be.

               (viii) "Order" has the meaning specified in paragraph 11(b)(i)
         below.

               (ix) "Sell Order" has the meaning specified in paragraph
         11(b)(i). below.

               (x) "Submission Deadline" means 1:00 P.M., New York City time,
         on any Auction Date or such other time on any Auction Date as may be
         specified by the Auction



                                      65
<PAGE>

         Agent from time to time as the time by which each Broker-Dealer must
         submit to the Auction Agent in writing all orders obtained by it for
         the Auction to be conducted on such Auction Date.

               (xi) "Submitted Bid" has the meaning specified in paragraph
         11(d)(i) below.

               (xii) "Submitted Hold Order" has the meaning specified in
         paragraph 11(d)(i) below.

               (xiii) "Submitted Order" has the meaning specified in paragraph
         11(d)(i) below.

               (xiv) "Submitted Sell Order" has the meaning specified in
         paragraph 11(d)(i) below.

               (xv) `"Sufficient Clearing Bids" has the meaning specified in
         paragraph 11(d)(i) below.

               (xvi) "Winning Bid Rate" has the meaning specified in paragraph
         11(d)(i) below.

         (b) Orders by Existing Holders and Potential Holders.

               (i) On or prior to the Submission Deadline on each Auction
         Date:

         (A) each Existing Holder may submit to a Broker-Dealer information as
to:

               (1) the number of Outstanding shares, if any, of AMPS held by
         such Existing Holder which such Existing Holder desires to continue
         to hold without regard to the Applicable Rate for the next
         succeeding Dividend Period;

               (2) the number of Outstanding shares, if any, of AMPS held by
         such Existing Holder which such Existing Holder desires to continue
         to hold, provided that the Applicable Rate for the next succeeding
         Dividend Period shall not be less than the rate per annum specified
         by such Existing Holder; and/or



                                      66
<PAGE>

               (3) the number of Outstanding shares, if any, of AMPS held by
         such Existing Holder which such Existing Holder offers to sell
         without regard to the Applicable Rate for the next succeeding
         Dividend Period; and

         (B) each Broker-Dealer, using a list of Potential Holders that shall
be maintained in good faith for the purpose of conducting a competitive
Auction, shall contact potential Holders, including persons that are not
Existing Holders, on such list to determine the number of Outstanding shares,
if any, of AMPS which each such Potential Holder offers to purchase, provided
that the Applicable Rate for the next succeeding Dividend Period shall not be
less than the rate per annum specified by such Potential Holder.

         For the purposes hereof, the communication to a Broker-Dealer of
information referred to in clause (A) or (B) of this paragraph 11(b)(i) is
hereinafter referred to as an "order" and each Existing Holder and each
Potential Holder placing an order is hereinafter referred to as a "Bidder"; an
Order containing the information referred to in clause (A) (1) of this
paragraph 11(b)(i) is hereinafter referred to as a "Hold Order"; an Order
containing the information referred to in clause (A)(2) or (B) of this
paragraph 11(b)(i) is hereinafter referred to as a "Bid"; and an Order
containing the information referred to in clause (A)(3) if this paragraph
11(b)(i) is hereinafter referred to as a "Sell Order".

               (ii) (A) A Bid by an Existing Holder shall constitute an
         irrevocable offer to sell:

               (1) the number of Outstanding shares of AMPS specified in such
         Bid if the Applicable Rate determined on such Auction Date shall be
         less than the rate per annum specified in such Bid; or



                                      67
<PAGE>

               (2) such number or a lesser number of Outstanding shares of
         AMPS to be determined as set forth in paragraph 11(e)(i)(D) if the
         Applicable Rate determined on such Auction Date shall be equal to
         the rate per annum specified therein; or

               (3) a lesser number of Outstanding shares of AMPS to be
         determined as set forth in paragraph 11(e)(ii)(C) if such specified
         rate per annum shall be higher than the Maximum Applicable Rate and
         Sufficient Clearing Bids do not exist.

         (B) A Sell Order by an Existing Holder shall constitute an
irrevocable offer to sell:

               (1) the number of Outstanding shares of AMPS specified in such
         sell order; or

               (2) such number or a lesser number of Outstanding shares of
         AMPS to be determined as set forth in paragraph 11(e)(ii)(C) if
         Sufficient Clearing Bids do not exist.

         (C) A Bid by a Potential Holder shall constitute an irrevocable offer
to purchase:

               (1) the number of Outstanding shares of AMPS specified in such
         Bid if the Applicable Rate determined on such Auction Date shall be
         higher than the rate per annum specified in such Bid; or

               (2) such number or a lesser number of Outstanding shares of
         AMPS to be determined as set forth in paragraph 11(a)(i)(E) if the
         Applicable Rate determined on such Auction Date shall be equal to
         the rate per annum specified therein.

         (c) Submission of Order by Broker-Dealers to Auction Agent.

               (i) Each Broker-Dealer shall submit in writing or through the
         Auction Agent's Auction Processing System to the Auction Agent prior
         to the Submission Deadline on



                                      68
<PAGE>

         each Auction Date all Orders obtained by such Broker-Dealer and
         specifying with respect to each order:

         (A) the name of the Bidder placing such order;

         (B) the aggregate number of Outstanding shares of AMPS that are the
subject of such order;

         (C) to the extent that such Bidder is an Existing Holder:

               (1) the number of Outstanding shares, if any, of AMPS subject
         to any Hold Order placed by such Existing Holder;

               (2) the number of Outstanding shares, if any, of AMPS subject
         to any Bid placed by such Existing Holder and the rate per annum
         specified in such Bid; and

               (3) the number of Outstanding shares, if any, of AMPS subject
         to any Sell order placed by such Existing Holder; and

         (D) to the extent such Bidder is a Potential Holder, the rate per
annum specified in such Potential Holders Bid.

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

               (iii) If an Order or Orders covering all of the outstanding
         shares of AMPS held by an Existing Holder are not submitted to the
         Auction Agent prior to the Submission Deadline, the Auction Agent
         shall clean a Hold Order (in the case of an Auction relating to a
         Dividend Period which is not a Special Dividend Period) and a Sell
         Order (in the case of an Auction relating to a Special Dividend
         Period) to have been submitted on



                                      69
<PAGE>

         behalf of such Existing Holder covering the number of Outstanding
         shares of AMPS held by such Existing Holder and not subject to
         Orders submitted to the Auction Agent.

               (iv) If one or more Orders on behalf of an Existing Holder
         covering in the aggregate more than the number of Outstanding shares
         of AMPS held by such Existing Holder are submitted to the Auction
         Agent, such Order shall be considered valid as follows and in the
         following order of priority:

         (A) any Hold Order submitted on behalf of such Existing Holder shall
be considered valid up to and including the number of Outstanding shares of
AMPS held by such Existing Holder; provided that if more than one Hold Order
is submitted on behalf of such Existing Holder and the number of shares of
AMPS subject to such Hold Orders exceeds the number of Outstanding shares of
AMPS held by such Existing Holder, the number of shares of AMPS subject to
each of such Hold Orders shall be reduced pro rata so that such Hold Orders,
in the aggregate, will cover exactly the number of outstanding shares of AMPS
hold by such Existing Holder;

         (B) any Bids submitted on behalf of such Existing Holder shall be
considered valid, in the ascending order of their respective rates per annum,
if more than one aid is submitted on behalf of such Existing Holder, up to and
including the excess of the number of Outstanding shares of AMPS held by such
Existing Holder over the number of shares of AMPS subject to any Hold Order
referred to in paragraph 11(c)(iv)(A) above (and if more than one Bid
submitted on behalf of such Existing Holder specifies the same rate per annum
and together they cover more than the remaining number of shares that can be
the subject of valid Bids after application of paragraph 11(c)(iv)(A) above
and of the foregoing portion of this paragraph 11(c)(iv)(B) to any Bid or Bids
specifying a lower rate or rates per annum, the number of shares subject to
each of



                                      70
<PAGE>

such Bids shall be reduced pro rata so that such Bids, in the aggregate, cover
exactly such remaining number of shares); and the number of shares, if any,
subject to bids not valid under this paragraph 11(c)(iv)(B) shall be treated
as the subject of a Bid by a Potential Holder; and

         (C) any Sell Order shall be considered valid up to and including the
excess of the number of Outstanding shares of AMPS held by such Existing
Holder over the number of shares of AMPS subject to Hold Orders referred to in
paragraph 11(e)(iv)(A) and Bids referred to in paragraph 11(c)(iv)(B);
provided that if more than one Sell Order is submitted on behalf of any
Existing Holder and the number of shares of AMPS subject to such Sell Orders
is greater than such excess, the number of shares of AMPS subject to each of
such Sell Orders shall be reduced pro rata so that such Sell Orders, in the
aggregate, cover exactly the number of shares of AMPS equal to such excess.

               (v) if more than one Bid is submitted on behalf of any
         Potential Holder, each Bid-submitted shall be a separate Bid with
         the rate per annum and number of shares of AMPS specified.

         (d) Determination of Sufficient Clearing Bids, Winning Bid Rate and
Applicable Rate.

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



                                      71
<PAGE>

         (A) the excess of the total number of outstanding shares of AMPS over
the number of Outstanding shares of AMPS that are the subject of submitted
Hold Orders (such excess being hereinafter referred to as the "Available
AMPS");

         (B) from the Submitted Orders whether the number of Outstanding
shares of AMPS that are the subject of Submitted Bids by Potential Holders
specifying one or more rates per annum, equal to or lower than the Maximum
Applicable Rate exceeds or is equal to the sum of:

               (1) the number of outstanding shares of AMPS that are the
         subject of Submitted Bids by Existing Holders specifying one or more
         rates per annum higher than the Maximum Applicable Rate, and

               (2) the number of Outstanding shares of AMPS that are subject
         to Submitted Sell Orders (if such excess or such equality exists
         (other than because the number of Outstanding shares of AMPS in
         clauses (1) and (2) above are each zero because all of the
         Outstanding shares of AMPS are the subject of Submitted Hold
         Orders), such Submitted Bids by Potential Holders being hereinafter
         referred to collectively as "Sufficient Clearing Bids"); and

         (C) if Sufficient Clearing Bids exist, the lowest rate per annum
specified in the Submitted Bids (the "Winning Bid Rate") that if:

               (1) each Submitted Bid from Existing Holders specifying the
         Winning Bid Rate and all other Submitted Bids from Existing Holders
         specifying lower rates per annum were accepted, thus entitling such
         Existing Holders to continue to hold the shares of AMPS that are the
         subject of such Submitted Bids, and



                                      72
<PAGE>

               (2) each Submitted Bid from Potential Holders specifying the
         winning Bid Rate and all other Submitted Bids from Potential Holders
         specifying lower rates per annun were accepted, thus entitling the
         Potential Holders to purchase the shares of AMPS that are the
         subject of such Submitted Bids,

would result in the number of shares subject to all Submitted Bids specifying
the Winning Bid Rate or a lower rate per annum being at least equal to the
Available AMPS.

               (ii) Promptly after the Auction Agent has made the
         determinations pursuant to paragraph 11(d)(i), the Auction Agent
         shall advise the Corporation of the Maximum Applicable Rate and,
         based on such determinations, the Applicable Rate for the next
         succeeding Dividend Period as follows:

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

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

         (C) if all of the outstanding shares of AMPS are the subject of
Submitted Hold Orders, that the Dividend Period next succeeding the Auction
shall automatically be the sage length as the immediately preceding Dividend
Period and the Applicable Rate for the next succeeding Dividend Period shall
be equal to 59% of the Reference Rate (or 90% of such rate if the Corporation
has provided notification to the Auction Agent prior to the Auction
establishing the Applicable Rate for any dividend pursuant to paragraph 2(f)
hereof that net capital gains or other taxable income will be included in such
dividend on shares of AMPS) on the date of the Auction.



                                      73
<PAGE>

         (e) Acceptance and Rejection of Submitted Bids and Submitted Sell
Orders and Allocation of Shares. Based on the determinations made pursuant to
paragraph 11(d)(i), the Submitted Bids and Submitted Sell Orders shall be
accepted or rejected and the Auction Agent shall take such other action as set
forth below:

               (i) If Sufficient Clearing Bids have been made, subject to the
         provisions of paragraph 11(e)(iii) and paragraph 11(e)(iv),
         Submitted Bide and Submitted Sell Orders shall be accepted or
         rejected in the following order of priority and all other Submitted
         Bids shall be rejected:

         (A) the Submitted Sell Orders of Existing Holders shall be accepted
and the Submitted Bid of each of the Existing Holders specifying any rate per
annum that is higher than the Winning Bid Rate shall be accepted, thus
requiring each such Existing Holder to sell the outstanding shares of AMPS
that are the subject of such Submitted Sell Order or Submitted Bid;

         (B) the Submitted Bid of each of the Existing Holders specifying any
rate per annum that is lower than the Winning Bid Rate shall be rejected, thus
entitling each such Existing Holder to continue to hold the Outstanding shares
of AMPS that are the subject of such Submitted Bid;

         (C) the Submitted Bid of each of the Potential Holders specifying any
rate per annum that is lower than the Winning Bid Rate shall be accepted;

         (D) the Submitted Bid of each of the Existing Holders specifying a
rate per annum that is equal to the Winning Bid Rate shall be rejected, thus
entitling each such Existing Holder to continue to hold the Outstanding shares
of AMPS that are the subject of such Submitted Bid, unless the number of
Outstanding shares of AMPS subject to all such Submitted Bids shall be greater
than the number of Outstanding shares of AMPS ("Remaining Shares") equal to
the



                                      74
<PAGE>

excess of the Available AMPS over the number of Outstanding shares of AMPS
subject to Submitted Bids described in paragraph 11(e)(i)(B) and paragraph
11(a)(i)(C), in which event the Submitted Bids of each such Existing Holder
shall be accepted, and each such Existing Holder shall be required to sell,
Outstanding shares of AMPS, but only in an amount equal to the difference
between (1) the number of Outstanding shares of AMPS then held by such
Existing Holder subject to such Submitted Bid and (2) the number of shares of
AMPS obtained by multiplying (x) the number of Remaining Shares by (y) a
fraction the numerator of which shall be the number of Outstanding shares of
AMPS held by such Existing Holder subject to such Submitted Bid and the
denominator of which shall be the sum of the numbers of Outstanding shares of
AMPS subject to such Submitted Bids made by all such Existing Holders that
specified a rate per annum equal to the Winning Bid Rate; and

         (E) the Submitted Bid of each of the Potential Holders specifying a
rate per annum that is equal to the Winning Bid Rate shall be accepted but
only in an amount equal to the number of Outstanding shares of AMPS obtained
by multiplying (x) the difference between the Available AMPS and the number of
Outstanding shares of AMPS subject to Submitted Bids described in paragraph
11(e)(i)(B), paragraph 11(e)(f)(C) and paragraph 11(e)(i)(D) by (y) a fraction
the numerator of which shall be the number of Outstanding shares of AMPS
subject to such Submitted Bid and the denominator of which shall be the sum of
the number of Outstanding shares of AIMS subject to such Submitted Bids made
by all such Potential Holders that specified rates per annum equal to the
Winning Did Rate.

               (ii) If Sufficient Clearing Bids have not been made (other than
         because all of the Outstanding shares of AMPS are subject to
         Submitted Hold Orders), subject to the



                                      75
<PAGE>

         provisions of paragraph 11(e)(iii), Submitted Orders shall be
         accepted or rejected as follows in the following order of priority
         and all other Submitted Bids shall be rejected:

         (A) the Submitted Bid of each Existing Holder specifying any rate per
annum that is equal to or lower than the Maximum Applicable Rate shall be
rejected, thus entitling such Existing Holder to continue to hold the
Outstanding shares of AMPS that are the subject of such Submitted Bid;

         (B) the Submitted Bid of each Potential Holder specifying any rate
per annum that is equal to or lower than the Maximum Applicable Rate shall be
accepted, thus requiring such Potential Holder to purchase the Outstanding
shares of AMPS that are the subject of such Submitted Bid; and

         (C) the Submitted Bids of each Existing Holder specifying any rate
per annum that is higher than the Maximum Applicable Rate shall be accepted
and the Submitted Sell Orders of each Existing Holder shall be accepted, in
both cases only in an amount equal to the difference between (1) the number of
Outstanding shares of AMPS then held by such Existing Holder subject to such
Submitted Bid or submitted Sell Order and (2) the number of shares of AMPS
obtained by multiplying (x) the difference between the Available AMPS and the
aggregate number of Outstanding shares of AMPS subject to Submitted Bids
described in paragraph 11(e)(ii)(A) and paragraph 11(e)(ii)(B) by (y) a
fraction the numerator of which shall be the number of Outstanding shares of
AMPS held by such Existing Holder subject to such Submitted Aid or Submitted
Sell Order and the denominator of which shall be the number of Outstanding
shares of AMPS subject to all such Submitted Bids and Submitted Sell Orders.

               (iii) If, as a result of the procedures described in paragraph
         11(e)(i) or paragraph 11(e)(ii), any Existing Holder would be
         entitled or required to sell, or any potential



                                      76
<PAGE>

         Holder would be entitled or required to purchase, a fraction of a
         share of AMPS on any Auction Date, the Auction Agent shall, in such
         manner as in its sole discretion it shall determine, round up or
         down the number of shares of AMPS to be purchased or sold by any
         Exiting Holder or Potential Holder on such Auction Date so that each
         outstanding share of AMPS purchased or sold by each Existing Holder
         or Potential Holder on such Auction Date shall be a whole share of
         AMPS.

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

               (v) Based on the results of each Auction, the Auction Agent
         shall determine, with respect to each Broker-Dealer that submitted
         Bids or Sell Orders on behalf of Existing Holders or Potential
         Holders, the aggregate number of Outstanding shares of AMPS to be
         purchased and the aggregate number of the Outstanding shares of AMPS
         to be sold by such Potential Holders and Existing Holders and, to
         the extent that such aggregate number of Outstanding shares to be
         purchased and such aggregate number of Outstanding shares to be sold
         differ, the Auction Agent shall determine to which other
         Broker-Dealer or Broker-Dealers acting for one or more purchasers
         such Broker-Dealer shall deliver, or from which other broker-Dealer
         or Broker-Dealers acting for one or more sellers such Broker-Dealer
         shall receive, as the case may be, Outstanding shares of AMPS.



                                      77
<PAGE>

         (f) Miscellaneous. The Corporation may interpret the provisions of
this paragraph 11 to resolve any inconsistency or ambiguity, remedy any formal
defect or make any other change or modification that does not substantially
adversely affect the rights of Existing Holders of AMPS. An Existing Holder
(A) may sell, transfer or otherwise dispose of shares of AMPS only pursuant to
a Bid or Sell Order in accordance with the procedures described in this
paragraph 11 or to or through a Broker-Dealer or to a Person that has
delivered a signed copy of a Purchase's Letter to the Auction Agent, provided
that in the case of all transfers other than pursuant to Auctions such
Existing-Holder, its Broker-Dealer or its Agent Member advises the Auction
Agent of such transfer and (B) except as otherwise required by law, shall have
the ownership of the shares of AMPS held by it maintained in book-entry form
by the Securities Depository in the account of its Agent Member, which in turn
will maintain records of such Existing Holder's beneficial ownership. Neither
the Corporation nor any affiliate shall summit an Order in any Auction. Any
Existing Holder that is an Affiliate shall not sell, transfer or otherwise
dispose of shares of AMPS to any Person other than the Corporation. All of the
Outstanding shares of AMPS shall be represented by a single certificate
registered in the name of the nominee of the Securities Depository unless
otherwise required by law or unless there is no Securities Depository. If
there is no Securities Depository, at the Corporation's option and upon its
receipt of such documents as it deems appropriate, any shares of AMPS may be
registered in the Stock Register in the name of the Existing Holder thereof
and such Existing Holder thereupon will be entitled to receive certificates
therefor and required to deliver certificates therefor upon transfer or
exchange thereof.

         12. Securities Depository; Stock Certificates. (a) If there is a
Securities Depository, one certificate for all of the shares of Series A AMPS,
one certificate for all of the



                                      78
<PAGE>

shares of Series B AMPS, one certificate for all of the shares of Series C
AMPS, one certificate. for all of the shares of Series D AMPS and one
certificate for all of the shares of Series E AMPS shall be issued to the
Securities Depository and registered in the name of the Securities Depository
or its nominee. Additional certificates may be issued as necessary to
represent shares of AMPS. All such certificates shall bear a legend to the
effect that such certificates are issued subject to the provisions restricting
the transfer of shares of AMPS contained in these Articles Supplementary and
each Purchaser's Letter. Unless the Corporation shall have elected, during a
Non-Payment Period, to waive this requirement, the Corporation will also issue
stop-transfer instructions to the Auction Agent for the shares of AMPS. Except
as provided in paragraph (b) below, the Securities Depository or its nominee
will be the Holder, and no Existing Holder shall receive certificates
representing its ownership interest in such shares.

         (b) if the Applicable Rate applicable to all shares of AMPS of a
series shall be the Non-Payment Period Rate or there is no Securities
Depository, the Corporation may at its option issue one or more new
certificates with respect to such shares (without the legend referred to in
paragraph 12(a)) registered in the names of the Existing Holders or their
nominees and rescind the stop-transfer instructions referred to in paragraph
12(a) with respect to such shares.



                                      79
<PAGE>

         IN WITNESS WHEREOF, MUNIYIELD QUALITY FUND, INC. has caused these
presents to be signed in its name an on its behalf by a duly authorised
officer, and its corporate seal to be hereunto affixed and attested by its
Secretary, and the said officers of the Corporation further acknowledge said
instrument to be the corporate act of the Corporation, and state under the
penalties of perjury that to the best of their knowledge, information and
belief the matters and feats herein set forth with respect to approval are
true in all material respects, all on September 11, 1992.



                                       MUNIYIELD QUALITY FUND, INC.


                                       By
                                          ------------------------------------
                                          Name:  Kenneth A. Jacob
                                          Title:  Vice President



Attest:


------------------------------
       Mark Goldfus
        Secretary
</TEXT>
</DOCUMENT>
