<DOCUMENT>
<TYPE>EX-99.2A.4
<SEQUENCE>5
<FILENAME>efc4-1163_5550627ex992a4.txt
<TEXT>
                                                                EXHIBIT (a)(4)



                         MUNIYIELD INSURED FUND, INC.

                Articles Supplementary creating five series of

                       Auction Market Preferred Stock(R)

     MuniYield Insured 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 6,400 authorized and unissued shares of common stock of the
Corporation as preferred stock of the Corporation and has authorized the
issuance of five 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;
Auction Market Preferred Stock, Series D; and Auction Market Preferred Stock,
Series E.

     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:








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




                                      2



<PAGE>



                                  DESIGNATION

     SERIES A: A series of 1,100 shares of preferred stock, par value $.10 per
share, liquidation preferences $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 share of
Auction Market Preferred Stock, Series A (sometimes referred to herein as
"Series A AMPS") shall be issued on May 22, 1992; have an Initial Dividend
Rate equal to 3.500% per annum; have an Initial Dividend Payment Date of June
4, 1992; and have such other preferences, voting powers, limitation 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 1,100 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 May 22, 1992; have an Initial Dividend
Rate equal to 3.500% per annum; have an Initial Dividend Payment Date of June
11, 1992; 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 1,100 shares of preferred stock, par value of $.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



                                      3



<PAGE>



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
May 22, 1992; have an Initial Dividend Rate equal to 3.450% per annum; have an
Initial Dividend Payment Date of June 18, 1992; 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 1,100 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 D." Each share of
Auction Market Preferred Stock, Series D (sometimes referred to herein as
"Series D AMPS") shall be issued May 22, 1992; have an Initial Dividend Rate
equal to 3.400% per annum; have an Initial Dividend Payment Date of June 25,
1992; 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.

     SERIES E: A series of 2,000 shares of preferred stock, par value $.10 per
share, liquidation preferences $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 E." Each share of
Auction Market Preferred Stock, Series E (sometimes referred to herein as
"Series E AMPS") shall be issued on May 22, 1992; have an Initial Dividend
Rate equal to 3.625% per annum; have an Initial Dividend Payment Date of May
28,



                                      4



<PAGE>



1992; 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 E shall constitute a separate series of preferred stock of the
Corporation, and each share of Auction Market Preferred Stock, Series E 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 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, 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



                                      5



<PAGE>



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 Internet
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 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.



                                      6



<PAGE>



     "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; Auction Market Preferred Stock, Series D; or Auction Market
Preferred Stock, Series E of the Corporation.

     "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 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
(currently 304%) 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
(including any premiums payable with respect to a Policy); (E) the amount of
the Corporation's Maximum



                                      7



<PAGE>



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) the sum of (A) the lesser of (1) the aggregate
of (a) 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
(b) the Discounted Value of Municipal Bonds sold as of or prior to such
Valuation Date which generated receivables calculated using the Moody's
Discount Factor applicable to such Municipal Bonds, 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 (a) and (2) the
Discounted Value of such Municipal Bonds calculated using the higher of the
S&P Discount Factor and the Moody's Discount Factor applicable to such
Municipal Bonds and (B) the Discounted Value of any of the Corporation's
assets 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). For Moody's, the Corporation shall include as a liability an amount
calculated semi-annually equal to 150% of the estimated cost of obtaining
other insurance guaranteeing the timely payment of interest on a Moody's
Eligible Asset and principal thereof to maturity with respect to Moody's
Eligible Assets that (i) are covered by a Policy which provides the
Corporation with the option to



                                      8



<PAGE>



obtain such other insurance and (ii) are discounted by a Moody's Discount
Factor determined by reference to the insurance claims-paying ability rating
of the issuer of such Policy.

     "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 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 or 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



                                      9



<PAGE>



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.

     "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 time 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 Insured Fund, Inc., a Maryland corporation.



                                      10



<PAGE>



     "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.

     "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.



                                      11



<PAGE>



     "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.

     "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.

     "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 accountant under the
Securities Act of 1933, as amended.

     "Initial Dividend Payment Date" means the Initial Dividend Payment Date
specified herein with respect to each series of AMPS or Other AMPS, as the
case may be.

     "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.



                                      12



<PAGE>



     "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.

     "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.

     "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 a 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 lower of two dealer bids
obtained by the Corporation from dealers who are members of the



                                      13



<PAGE>



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 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)(i) the rating by Moody's
or S&P on such Bond or (ii) in the event the Moody's Eligible Asset is insured
under a Policy and the terms of the Policy permit the Corporation, at its
option, to obtain other insurance guaranteeing the timely payment of interest
on such Moody's Eligible Asset and principal thereof to maturity, the Moody's
insurance claims-paying ability



                                      14



<PAGE>



rating of the issuer of the Policy or (iii) in the event the Moody's Eligible
Asset is insured under an insurance policy which guarantees the timely payment
of interest on such Moody's Eligible Asset and principal thereof to maturity,
the Moody's insurance claims-paying ability rating of the issuer of the
insurance policy (provided that for purposes of clauses (ii) and (iii) if the
insurance claims-paying ability of an issuer of a Policy or insurance policy
is not rated by Moody's but is rated by S&P, such issuer shall be deemed to
have a Moody's insurance claims-paying ability rating which is one full
category lower than the S&P insurance claims-paying ability rating) and (b)
the Moody's Exposure Period, in accordance with the table set forth below:

<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
-------------------
*        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 VHIG-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
</TABLE>

; provided, however, in the event a Moody's Discount Factor applicable to a
Moody's Eligible Asset is determined by reference to an insurance
claims-paying ability rating in accordance with clause (a)(ii) or (a)(iii),
such Moody's Discount Factor shall be increased by an amount equal to 50% of
the difference between (a) the percentage set forth in the foregoing table
under the applicable rating category and (b) the percentage set forth in the
foregoing table under the rating category which is one category lower than the
applicable rating category.

     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



                                      15



<PAGE>



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 give 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 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
(as defined for purposes of calculating Moody's Eligible Assets) 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 existing 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:



                                      16



<PAGE>



<TABLE>
<CAPTION>

                                           Minimum                      Maximum                      Maximum
                                          Issue Size                   Underlying               State or Territory
            Rating                       ($ Millions)                Obligor (%)(1)            Concentration (%)(1)
-------------------------------  ----------------------------  -------------------------  -----------------------------
<S>                                         <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 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.



                                      17



<PAGE>



     "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 272% as long as there has been no
increase enacted to the Marginal Tax Rate. It 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%
                    10                             313
                    15                             338
                    20                             364
                    25                             396
                    30                             432
                    35                             472
                    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. 33-46025) 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.



                                      18



<PAGE>



     "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
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,



                                      19



<PAGE>



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 day's but no more than 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.



                                      20



<PAGE>



     "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.

     "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



                                      21



<PAGE>



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.

     "Person" means and includes 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.

     "Policy" means an insurance policy purchased by the Corporation which
guarantees the payment of principal and interest on specified Municipal Bonds
during the period in which such Municipal Bonds are owned by the Corporation;
provided, however, that the Corporation will not obtain any policy unless
Moody's and S&P advise the Corporation in writing that the purchase of such
Policy will not adversely affect their then-current rating of the AMPS.

     "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 $.10 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 obtains
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.



                                      22



<PAGE>



     "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 July 31, 1992.

     "Receivables for Municipal Bonds Sold" 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.



                                      23



<PAGE>



     "Right," with respect to AMPS, has the meaning set forth in paragraph
2(e) of these Articles Supplementary and, with 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 reference to (a)(i) the rating by S&P or Moody's on
such Bond or (ii) in the event the Municipal Bond is insured under a Policy
and the terms of the Policy permit the Corporation, at its option, to obtain
other permanent insurance guaranteeing the timely payment of interest on such
Municipal Bond and principal thereof to maturity, the S&P insurance
claims-paying ability rating of the issuer of the Policy or (iii) in the event
the Municipal Bond is insured under an insurance policy which guarantees the
timely payment of interest on such Municipal Bond and principal thereof to
maturity, the S&P insurance claims-paying ability rating of the issuer of the
insurance policy and (b) the S&P Exposure Period, in accordance with the
tables set forth below:


                                           Rating Category
                                           ---------------

      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

---------------------
* SP 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



                                      24



<PAGE>



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-1+ 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 not mature or have a deemed 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 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 the 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



                                      25



<PAGE>



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:

          (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 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).



                                      26



<PAGE>



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

     "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 E 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,
Series B AMPS, Series C AMPS and Series D AMPS and other than seven in the
case of Series E 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, Series B
AMPS, Series C AMPS and Series D AMPS and other than seven in the case of
Series E AMPS), evenly divisible by seven, and not fewer than seven nor more
than 364 or (ii) a specified number of whole years 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,



                                      27



<PAGE>



during which the shares of AMPS subject to such Dividend Period shall not be
subject to 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



                                      28



<PAGE>



agency or substitute rating agencies, as the case may be, to determine the
credit ratings of the shares of AMPS.

     "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 __(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.



                                      29



<PAGE>



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

     "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 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.

     "U.S. Treasury Note Rate" on any date means (1) 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





                                      30



<PAGE>



Business Day immediately preceding such date, obtained from at least three
recognised primary U.S. Government securities dealers selected by the Auction
Agent.

     "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.



                                      31



<PAGE>



     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 therefor, cumulative dividends each consisting of (i) cash at the
Applicable Rate and (ii) a Right to receive cash as set forth in paragraph
2(e) 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 the 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 therefor, commencing on the
Initial Dividend Payment Date with respect to each series of AMPS. Following
the 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 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 Term 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 (i) if such Normal Dividend
Payment Date is not a Business Day, then the Dividend Payment Date shall be
the next succeeding date if both such



                                      32



<PAGE>



dates following the Normal Dividend Payment Date are Business Days, or (ii) if
the date following such Normal Dividend Payment Date is not a Business Day,
then the Dividend Payment Date will be the date next preceding such Normal
Dividend Payment Date if both such date and such Normal Dividend Payment Date
are Business Days or (iii) if such Normal Dividend Payment Date and either the
preceding date or the succeeding date are not Business Days, then the Dividend
Payment Date shall be the first Business Day next preceding such Normal
Dividend Payment Date that is next succeeded by a 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 exception, 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, New York City time, on the Business
     Day preceding the Dividend Payment Date. Dividends in arrears for any
     past Dividend Period may be 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 therefor, as may be fixed by the Board of Directors of
     the Corporation.



                                      33



<PAGE>



     (c) (i) During the period from and including the Date of Original Issue
to but excluding the Initial Dividend Payment Date (the "Initial Dividend
Period"), the Applicable Rate shall be the Initial Dividend Rate. Commencing
on the 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, shall be equal to the rate per annum that results form
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, Series
B AMPS , Series C AMPS and Series D AMPS and a 7-Day Dividend Period in the
case of Series E AMPS, provided that if the preceding Dividend Period for
Series A AMPS, Series B AMPS, Series C AMPS and Series D 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 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



                                      34



<PAGE>



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 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 each 7-Day Dividend Period,
     28-day Dividend Period and Short Term Dividend Period shall be computed
     by multiplying the Applicable Rate for such Dividend Period by a
     fraction, the numerator of 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.



                                      35



<PAGE>



          (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, Series B
     AMPS, Series C AMPS and Series D AMPS and other than seven in the case of
     Series E 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 Short Term Dividend Period, shall be given on 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



                                      36



<PAGE>



     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 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 notices 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



                                      37



<PAGE>



     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
     (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 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



                                      38



<PAGE>

     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, Series B AMPS,
     Series C AMPS and Series D AMPS, and a 7-Day Dividend Period in the case
     of Series E AMPS, provided that if the then current Dividend Period for
     Series A AMPS, Series B AMPS, Series C AMPS or Series D 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, Series B AMPS, Series C AMPS and Series D
     AMPS) or a 7-Day Dividend Period (in the case of Series E 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, Series B AMPS,
     Series C AMPS and Series D AMPS) or a 7-Day Dividend Period (in the case
     of Series E 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) 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



                                      39



<PAGE>



     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, (B) 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) 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 and (ii) an uncertificated right (a "Right") to receive an Additional
Dividend (as defined below). Each Right shall thereafter be independent of the
Share or Shares of AMPS on which the dividend was



                                      40



<PAGE>



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 therefor, 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.

     An "Additional Dividend" 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



                                      41



<PAGE>



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 affect during the fiscal year in question.

     (f) Except as provided below, whenever the Corporation intends to include
___ 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 liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, the Holders shall be entitled
to receive, out of the 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



                                      42



<PAGE>



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
deemed or construed to so 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 therefor, at the Optional Redemption Price per share, on any
     Dividend Payment Date; provided that no share of AMPS may be 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



                                      43



<PAGE>



     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
     therefor, 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 al 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 equal
     to or greater than the AMPS Basic Maintenance Amount or satisfaction of
     the 1940 Act AMPS Assets Coverage, as the case may be, on such Cure Date
     (provided that, if there is no such minimum number 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



                                      44



<PAGE>



     or retirement, that can be redeemed out of funds expected to be legally
     available therefor 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 Assets Coverage, as the case may be, pro rata among shares
     of AMPS of all series, other 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 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 therefor.



                                      45



<PAGE>



     (b) Notwithstanding any other provision of this paragraph 4, no shares of
AMPS may be redeemed pursuant to paragraph 4(a)(i) of these 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 Corporations' 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 be surrendered for payment of the redemption price, (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.



                                      46



<PAGE>



     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.

     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 on each share held on 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



                                      47



<PAGE>



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 an 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 therefor) on the outstanding shares of AMPS equal to at
     least two full years' dividends shall be due and unpaid and sufficient
     cash or specified securities shall not have 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.



                                      48



<PAGE>



     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 occurrences 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 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
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



                                      49



<PAGE>



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 of 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 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.



                                      50



<PAGE>



          (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).

     (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 not
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



                                      51




<PAGE>



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 shares 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 reattain the AMPS Basic
Maintenance Amount on or prior to the AMPS Basic Maintenance Cure Date.

     (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



                                      52



<PAGE>



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 failures 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 with an aggregate
Discounted Value which exceeds that 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. 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 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



                                      53



<PAGE>



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) such 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 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
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 of Moody's what such information is, and provide a listing
in its letter of any differences), (vii)



                                      54



<PAGE>



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.

     (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



                                      55



<PAGE>



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., New 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 or 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., New 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 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, 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



                                      56



<PAGE>



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 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



                                      57



<PAGE>



required, the Minimum Liquidity Level shall be deemed not to have been met as
of the applicable date.

     (c) If the Minimum Liquidity Level is not met as of any Valuation Date,
then the Corporation shall purchase or otherwise acquired 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, writs, 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 Index (the "Municipal Index") or United States Treasury Bonds
with remaining maturities of ten years or 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



                                      58



<PAGE>



     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 thirty 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 thirty days preceding the time of effecting such
     transaction as reported by The Wall Street Journal;

          (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



                                      59



<PAGE>



     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 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.



                                      60



<PAGE>



     (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 exchanged-traded
futures contracts based on the Municipal Index or Treasury Bonds and purchase,
write or sell exchanged-traded put options on such futures contracts and
purchase, write or sell exchanged-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 thirty
     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 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



                                      61



<PAGE>



     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 engaged 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;

          (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;



                                      62



<PAGE>



          (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 purposes 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, 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 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)



                                      63



<PAGE>



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 Article 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:

          (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



                                      64



<PAGE>



     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 or 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), (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,



                                      65



<PAGE>



(vi) merger 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 Divided 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 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 on such rating
     shall be available, such rating) and (ii) whether the Corporation has
     provided notification to the



                                      66



<PAGE>



     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:


                                             Applicable         Applicable
           Credit Ratings                  Percentage of       Percentage of
-------------------------------------     Reference Rate -    Reference Rate -
      Moody's              S&P            No Notification      Notification
------------------  -----------------    ------------------  -----------------
"aa3" or higher     AA- or higher                 110%              150%
"a3" to "a1"        A- to A+                      125%              160%
"baa3" to "baa1"    BBB- to BBB+                  150%              250%
Below "baa3"        Below BBB-                    200%              275%

     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 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.



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<PAGE>



          (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



                                      68



<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 Divided 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 that 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
     Divided Period shall not be less than the rate per annum specified in
     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 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) of 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



                                      69



<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)
               of 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 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(e)(i)(E)
               if the



                                      70



<PAGE>



               Applicable Rate determined on such Auction Date shall be equal
               to the rate per annum specified therein.

     (c) Submission of Orders 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 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 Holder's 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%.



                                      71



<PAGE>



          (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 deem 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
     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 Holder 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 Exiting Holder, the number of shares of AMPS subject to each of
          such Holder Orders shall be reduced pro rata so that such Hold
          Orders, in the aggregate, will cover exactly the number of
          Outstanding shares of AMPS held 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 on Bid is submitted on behalf of such
          Existing Holder, up to and



                                      72



<PAGE>



          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 (an 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 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(c)(iv)(A) and
          Bids referred to in paragraph 11(c)(iv)(B); provided that if more
          than on Sell Order is submitted on behalf of any Existing Holder and
          the number of shares of AMPS 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.



                                      73



<PAGE>



          (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 Bid" or a "Submitted Sell
     Order", as the case may be, or as a "Submitted Order") and shall
     determine:

               (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 rats 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



                                      74



<PAGE>



               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 rejected, thus
               entitling such Existing Holders to continue to hold the shares
               of AMPS that are the subject of such Submitted Bids, and

                    (2) each Submitted Bid from Potential Holders specifying
               the Winning Bid Rate and all other Submitted Bids from
               Potential Holders specifying lower rates per annum 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:



                                      75



<PAGE>



               (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 same 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 ____________ income will be
          included in such dividend on shares of AMPS) on the date of the
          Auction.

     (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
     Bids and Submitted Sell Orders shall be accepted or rejected in the
     following order of priority and all other Submitted Bids shall be
     rejected:



                                      76



<PAGE>



               (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 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(e)(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



                                      77



<PAGE>



          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)(i)(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 AMPS
          subject to such Submitted Bids made by all such Potential Holders
          that specified rates per annum equal to the Winning Bid 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 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:



                                      78



<PAGE>



               (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
          differences 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 bid 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



                                      79



<PAGE>



     potential 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 Existing 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



                                      80



<PAGE>



     more sellers such Broker-Dealer shall receive, as the case may be,
     Outstanding shares of AMPS.

     (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 Purchaser'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 submit an Order in any Auction. Any
Existing Holder than 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.



                                      81



<PAGE>

     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 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.



                                      82



<PAGE>



     IN WITNESS WHEREOF, MuniYield Insured Fund, Inc. has caused these
presents to be signed in its name and on its behalf by duly authorized
officer, and its corporate seal to be hereunto affixed and attested by its
Secretary, and the said officers of the Corporation further acknowledge said
instrument to be the corporate act of the Corporation, and state under the
penalties of perjury that to the best of their knowledge, information and
belief the matters and facts herein set forth with respect to approval are
true in all material respects, all on May 18, 1992.

                                      MuniYield Insured Fund, Inc.


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

Attest:

    /s/ Mark Goldfus
----------------------------------------
       Mark Goldfus
        Secretary



                                      83

</TEXT>
</DOCUMENT>
