RECITALS:

                      AMENDMENT NO. 2 TO RIGHTS AGREEMENT

     This AMENDMENT NO. 2 TO RIGHTS AGREEMENT dated as of December 21, 2005
(this "AMENDMENT"), is entered into by and between XXXXXXXXX XXXXXX REAL ESTATE
INCOME FUND INC., a Maryland corporation (the "COMPANY"), and THE BANK OF NEW
YORK, as Rights Agent (the "RIGHTS AGENT").

                                    RECITALS:

     WHEREAS, the Company and the Rights Agent entered into a Rights Agreement
dated as of September 1, 2005, as amended by Amendment No. 1 to Rights Agreement
dated as of November 28, 2005 (as amended, the "RIGHTS AGREEMENT");

     WHEREAS, Section 27 of the Rights Agreement provides that, in certain
circumstances, the Company may from time to time supplement or amend the Rights
Agreement, without the approval of any holders of Rights; and

     WHEREAS, the Company desires to modify the terms of the Rights Agreement in
certain respects as set forth herein, and in connection therewith, is entering
into this Amendment and directing the Rights Agent to enter into this Amendment;

     NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereby agree as follows:

     1. EFFECT OF AMENDMENT. Except as expressly provided herein, the Rights
Agreement shall be and remain in full force and effect.

     2. CAPITALIZED TERMS. All capitalized, undefined terms used in this
Amendment shall have the meanings assigned thereto in the Rights Agreement.

     3. AMENDMENT TO SECTION 7. Section 7(a)(i) is amended and restated in its
entirety to read as follows:

          "(i) the Close of Business on December 23, 2005 (the "FINAL EXPIRATION
               DATE"),"

     4. EFFECTIVE DATE. This Amendment is effective as of December 21, 2005.

     5. GOVERNING LAW. This Amendment shall be interpreted and construed in
accordance with the internal substantive laws (and not the choice of law rules)
of the State of New York.

     6. COUNTERPARTS. This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.

     7. DESCRIPTIVE HEADINGS. Descriptive headings hereof are inserted for
convenience only and shall not control or affect the meaning or construction of
any of the provisions hereof.






     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and attested, all as of the day and year first above written.


Attest:                                 XXXXXXXXX XXXXXX REAL ESTATE
                                        INCOME FUND INC.

By: /s/ Xxxxxx Xxxxxx                   By:  /s/  Xxxxxx Xxxxx
   ------------------------                -------------------------------------
   Name: Xxxxxx Xxxxxx                     Name:  Xxxxxx Xxxxx
                                           Title: Vice President



Attest:                                 THE BANK OF NEW YORK


By: /s/ Xxxxx Xxxxxxxxx                 By: /s/ Xxx Xxxxx
   -----------------------                 -------------------------------------
   Name: Xxxxx Xxxxxxxxx                   Name:  Xxx Xxxxx
                                           Title: Vice President