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                                                                     EXHIBIT 4.1

                        COMMERCIAL NET LEASE REALTY, INC.

                             ARTICLES SUPPLEMENTARY

                     ESTABLISHING AND FIXING THE RIGHTS AND

                   PREFERENCES OF A SERIES OF PREFERRED STOCK


        Commercial Net Lease Realty, Inc., a Maryland corporation (the
"Corporation"), certifies to the State Department of Assessments and Taxation of
Maryland that:

        FIRST: Under a power contained in Article VIB of the Corporation's First
Amended and Restated Articles of Incorporation (the "Articles of Incorporation")
the Board of Directors (the "Board"), by resolution duly adopted on June 28,
2001, classified and designated __________________ shares of Preferred Stock (as
defined in the Articles of Incorporation) as 9% Series A Cumulative Redeemable
Preferred Shares, with the preferences, conversion and other rights, voting
powers, restrictions, limitations as to distributions, qualifications and terms
and conditions of redemption of shares as follows:

        (1)     Designation and Number. A series of shares of Preferred Stock,
designated the "9% Non-Voting Series A Preferred Stock" (the "Series A Preferred
Shares"), is hereby established. The number of Series A Preferred Shares shall
be _____________.

        (2)     Rank. The Series A Preferred Shares will, with respect to
distribution rights and rights upon liquidation, dissolution or winding up of
the Corporation, rank (a) senior to all classes or series of shares of Common
Stock (the "Common Shares"), and to all equity securities the terms of which
provide that such equity securities shall rank junior to such Series A Preferred
Shares; and (b) junior to all equity securities issued by the Corporation which
rank senior to the Series A Preferred Shares in accordance with Section 6(d)
below. The term "equity securities" shall not include convertible debt
securities.

        (3)     Distributions.

                (a)     Holders of Series A Preferred Shares shall be entitled
to receive, when and as authorized by the Board, out of funds legally available
for the payment of distributions, cumulative preferential cash distributions at
the rate of 9.0% of the $25.00 liquidation preference per annum (equivalent to a
fixed annual amount of $2.25 per share). Such distributions shall accumulate on
a daily basis and be cumulative from the date of original issuance and shall be
payable quarterly in equal amounts in arrears on the ___ day of _______,
_______, _______ and _______ of each year or, if not a business day, the next
succeeding business day, commencing _______ ___, 2001 (each a "Distribution
Payment Date"). Any distribution payable on the Series A Preferred Shares for
any partial distribution period shall be prorated and computed on the basis of a
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day year consisting of twelve 30-day months. Distributions shall be payable
to holders of record as they appear in the share records of the Corporation at
the close of business on the applicable record date, which shall be the first
day of the calendar month in which the applicable Distribution Payment Date
falls or such other date designated by the Board for the payment of
distributions that is not more than 30 nor less than 10 days prior to such
Distribution Payment Date (each, a "Distribution Record Date").

                (b)     No distribution on the Series A Preferred Shares shall
be authorized by the Board or paid or set apart for payment by the Corporation
at such time as the terms and provisions of any agreement of the Corporation,
including any agreement relating to its indebtedness, prohibits such
declaration, payment or setting apart for payment or provides that such
declaration, payment or setting apart for payment would constitute a breach
thereof, or a default thereunder, or if such declaration or payment shall be
restricted or prohibited by law.

                (c)     Notwithstanding anything to the contrary contained
herein, distributions on the Series A Preferred Shares shall accumulate whether
or not the restrictions referred to in clause (b) exist, whether or not the
Corporation has earnings, whether or not there are funds legally available for
the payment of such distributions and whether or not such distributions are
authorized.

                (d)     If any Series A Preferred Shares are outstanding, no
full distributions will be authorized or paid or set apart for payment on any
equity securities of the Corporation of any other class or series ranking, as to
distributions, on a parity with or junior to the Series A Preferred Shares
unless full cumulative distributions have been or contemporaneously are
authorized and paid or authorized and a sum sufficient for the payment thereof
irrevocably set apart for such payment on the Series A Preferred Shares for all
past distribution periods and the then current distribution period. When
distributions are not paid in full (or a sum sufficient for such full payment is
not so set apart) upon the Series A Preferred Shares and all other equity
securities ranking on a parity, as to distributions, with the Series A Preferred
Shares, all distributions authorized upon the Series A Preferred Shares and any
other equity securities ranking on a parity, as to distributions, with the
Series A Preferred Shares shall be authorized pro rata so that the amount of
distributions authorized per Series A Preferred Share and each such other equity
security shall in all cases bear to each other the same ratio that accumulated
distributions per Series A Preferred Share and other equity security (which
shall not include any accumulation in respect of unpaid distributions for prior
distribution periods if such equity securities do not have a cumulative
distribution) bear to each other. No interest, or sum of money in lieu of
interest, shall be payable in respect of any distribution payment or payments on
Series A Preferred Shares which may be in arrears.

                (e)     Except as provided in clause (d), unless full cumulative
distributions on the Series A Preferred Shares have been or contemporaneously
are authorized and paid or authorized and a sum sufficient for the payment
thereof is irrevocably set apart for payment for all past distribution periods
and the then current distribution period, no distributions (other than in Common
Shares or other equity securities of the Corporation ranking junior to the
Series A Preferred Shares as to

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distributions and upon liquidation) shall be authorized or paid or set aside for
payment nor shall any other distribution be authorized or made upon the Common
Shares or any other equity securities of the Corporation ranking junior to or on
a parity with the Series A Preferred Shares as to distributions or upon
liquidation, nor shall any Common Shares or any other equity securities of the
Corporation ranking junior to or on a parity with the Series A Preferred Shares
as to distributions or upon liquidation be redeemed, purchased or otherwise
acquired for any consideration or value (or any monies be paid to, assets of the
Corporation transferred to or made available for a sinking fund for the
redemption of any such equity securities) by the Corporation (except by
conversion into or exchange for other equity securities of the Corporation
ranking junior to the Series A Preferred Shares as to distributions and upon
liquidation).

                (f)     Holders of Series A Preferred Shares shall not be
entitled to any distribution, whether payable in cash, property or shares, in
excess of full cumulative distributions on the Series A Preferred Shares as
described above. Any distribution payment made on the Series A Preferred Shares
shall first be credited against the earliest accumulated but unpaid distribution
due with respect to such shares which remains payable.

                (g)     In determining whether a distribution by dividend,
redemption or other acquisition of the Company's equity securities is permitted
under Maryland law, no effect shall be given to amounts that would be needed, if
the Corporation were to be dissolved at the time of the distribution, to satisfy
the preferential rights upon dissolution of shareholders whose preferential
rights on dissolution are superior to those receiving the distribution.

        (4)     Liquidation Preference.

                (a)     In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation (referred to herein
sometimes as a "liquidation"), the holders of Series A Preferred Shares then
outstanding shall be entitled to receive out of the assets of the Corporation
available for distribution to shareholders (after payment or provision for
payment of all debts and other liabilities of the Corporation) a liquidation
preference, payable in cash, of $25.00 per share, plus an amount equal to all
accumulated and unpaid distributions to the date of payment, before any
distribution of assets is made to holders of Common Shares or any other equity
securities of the Corporation that rank junior to the Series A Preferred Shares
as to liquidation rights.

                (b)     If, upon any such voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, the assets of the Corporation are
insufficient to make full payment to holders of Series A Preferred Shares and
the corresponding amounts payable on all shares of other classes or series of
equity securities of the Corporation ranking on a parity with the Series A
Preferred Shares as to liquidation rights, then the holders of the Series A
Preferred Shares and all other such classes or series of equity securities shall
share ratably in any such distribution of assets in proportion to the full
liquidating distributions to which they would otherwise be respectively
entitled.

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                (c)     Written notice of any such liquidation, dissolution or
winding up of the Corporation, stating the payment date or dates when, and the
place or places where, the amounts distributable in such circumstances shall be
payable, shall be given by first class mail, postage pre-paid, not less than 30
nor more than 60 days prior to the payment date stated therein, to each record
holder of the Series A Preferred Shares at the respective addresses of such
holders as the same shall appear on the share transfer records of the
Corporation.

                (d)     After payment of the full amount of the liquidating
distributions to which they are entitled, the holders of Series A Preferred
Shares will have no right or claim to any of the remaining assets of the
Corporation.

                (e)     None of a consolidation or merger of the Corporation
with or into another entity, a merger of another entity with or into the
Corporation, a statutory share exchange by the Corporation or a sale, lease,
transfer or conveyance of all or substantially all of the Corporation's property
or business shall be considered a liquidation, dissolution or winding up of the
Corporation.

        (5)     Redemption.


                (a)     The Series A Preferred Shares are not redeemable prior
to ______, 2006. On or after ______, 2006, the Corporation, at its option, upon
giving notice as provided below, may redeem the Series A Preferred Shares, in
whole or from time to time in part, for cash, at a redemption price of $25.00
per share, plus all accumulated and unpaid distributions on such Series A
Preferred Shares to the date of such redemption (the "Redemption Right").

                (b)     The redemption price of the Series A Preferred Shares
(other than the portion thereof consisting of accumulated and unpaid
distributions ) is payable solely out of the sale proceeds of other equity
securities of the Corporation, and from no other source. For purposes of the
preceding sentence, "equity securities" means any equity securities (including
Common Shares and Preferred Shares (as defined in the Articles of
Incorporation)), depositary shares, interests, participations or other ownership
interests (however designated) and any rights (other than debt securities
convertible into or exchangeable for equity securities) or options to purchase
any of the foregoing.

                (c)     If fewer than all of the outstanding Series A Preferred
Shares are to be redeemed pursuant to the Redemption Right, the shares to be
redeemed shall be selected pro rata (as nearly as practicable without creating
fractional shares) or by lot or in such other equitable method prescribed by the
Board. If such redemption is to be by lot and, as a result of such redemption,
any holder of Series A Preferred Shares would become a holder of a number of
Series A Preferred Shares in excess of the Ownership Limit because such holder's
Series A Preferred Shares were not redeemed, or were only redeemed in part,
then, except as otherwise provided in the Articles of Incorporation, the
Corporation will redeem the requisite number of Series A Preferred Shares of
such holder such that no holder will hold in excess of the Ownership Limit
subsequent to such redemption.

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                (d)     Notwithstanding anything to the contrary contained
herein (other than Section 8 hereof), unless full cumulative distributions on
all Series A Preferred Shares shall have been or contemporaneously are
authorized and paid or authorized and a sum sufficient for the payment thereof
irrevocably set apart for payment for all past distribution periods and the then
current distribution period, no Series A Preferred Shares shall be redeemed
unless all outstanding Series A Preferred Shares are simultaneously redeemed;
provided, however, that the foregoing shall not prevent the purchase or
acquisition of Series A Preferred Shares pursuant to a purchase or exchange
offer made on the same terms and conditions to holders of all Series A Preferred
Shares. In addition, unless full cumulative distributions on all Series A
Preferred Shares have been or contemporaneously are authorized and paid or
authorized and a sum sufficient for the payment thereof irrevocably set apart
for payment for all past distributions periods and the then current distribution
period, the Corporation shall not purchase or otherwise acquire directly or
indirectly any Series A Preferred Shares or any equity securities of the
Corporation ranking junior to or on a parity with the Series A Preferred Shares
as to distributions or upon liquidation (except by conversion into or exchange
for equity securities of the Corporation ranking junior to the Series A
Preferred Shares as to distributions and upon liquidation).

                (e)     Immediately prior to any redemption of Series A
Preferred Shares, the Corporation shall pay, in cash, any accumulated and unpaid
distributions through the redemption date, unless a redemption date falls after
a Distribution Record Date and prior to the corresponding Distribution Payment
Date, in which case each holder of Series A Preferred Shares at the close of
business on such Distribution Record Date shall be entitled to the distribution
payable on such shares on the corresponding Distribution Payment Date
notwithstanding the redemption of such shares before Distribution Payment Date.
Except as provided above, the Corporation will make no payment or allowance for
unpaid distributions, whether or not in arrears, on Series A Preferred Shares
for which a notice of redemption has been given.

                (f)     The following provisions set forth the procedures for
                        redemption:

                        (i)     Notice of redemption will be given by
                        publication in a newspaper of general circulation in the
                        City of New York, such publication to be made once a
                        week for two successive weeks commencing not less than
                        30 nor more than 60 days prior to the redemption date. A
                        similar notice will be mailed by the Corporation,
                        postage prepaid, no less than 30 nor more than 60 days
                        prior to the redemption date, addressed to the
                        respective holders of record of the Series A Preferred
                        Shares to be redeemed at their respective addresses as
                        they appear on the share transfer records of the
                        Corporation. No failure to give such notice or any
                        defect thereto or in the mailing thereof shall affect
                        the validity of the proceedings for the redemption of
                        any Series A Preferred Shares except as to the holder to
                        whom notice was defective or not given.

                        (ii)    In addition to any information required by law
                        or by the applicable rules of any exchange upon which
                        the Series A Preferred Shares may be


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                        listed or admitted to trading, such notice shall state:
                        (A) the redemption date; (B) the redemption price; (C)
                        the number of Series A Preferred Shares to be redeemed;
                        (D) the place or places where the Series A Preferred
                        Shares are to be surrendered for payment of the
                        redemption price; and (E) that distributions on the
                        Series A Preferred Shares to be redeemed will cease to
                        accumulate on such redemption date. If less than all of
                        the Series A Preferred Shares held by any holder are to
                        be redeemed, the notice mailed to such holder shall also
                        specify the number of Series A Preferred Shares held by
                        such holder to be redeemed.

                        (iii)   On or after the redemption date, each holder of
                        Series A Preferred Shares to be redeemed shall present
                        and surrender the certificates representing his Series A
                        Preferred Shares to the Corporation at the place
                        designated in the notice of redemption and thereupon the
                        redemption price of such shares (including all
                        accumulated and unpaid distributions up to the
                        redemption date) shall be paid to or on the order of the
                        person whose name appears on such certificate
                        representing Series A Preferred Shares as the owner
                        thereof and each surrendered certificate shall be
                        canceled. If fewer than all the shares represented by
                        any such certificate representing Series A Preferred
                        Shares are to be redeemed, a new certificate shall be
                        issued promptly representing the unredeemed shares.

                        (iv)    From and after the redemption date (unless the
                        Corporation defaults in payment of the redemption
                        price), all distributions on the Series A Preferred
                        Shares designated for redemption in such notice shall
                        cease to accumulate and all rights of the holders
                        thereof, except the right to receive the redemption
                        price thereof (including all accumulated and unpaid
                        distributions up to the redemption date), shall cease
                        and terminate and such shares shall not thereafter be
                        transferred (except with the consent of the Corporation)
                        on the Corporation's share transfer records, and such
                        shares shall not be deemed to be outstanding for any
                        purpose whatsoever. At its election, the Corporation,
                        prior to a redemption date, may irrevocably deposit the
                        redemption price (including accumulated and unpaid
                        distributions to the redemption date) of the Series A
                        Preferred Shares so called for redemption in trust for
                        the holders thereof with a bank or trust company, in
                        which case the redemption notice to holders of the
                        Series A Preferred Shares to be redeemed shall (A) state
                        the date of such deposit, (B) specify the office of such
                        bank or trust company as the place of payment of the
                        redemption price and (C) require such holders to
                        surrender the certificates representing such shares at
                        such place on or about the date fixed in such redemption
                        notice (which may not be later than the redemption date)
                        against payment of the redemption price (including all
                        accumulated and unpaid distributions to the redemption
                        date). Any monies so deposited which remain unclaimed by
                        the holders of the Series A Preferred Shares at the end
                        of two years after the redemption date shall be returned
                        by such bank or trust company to the Corporation.

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                (g)     Any Series A Preferred Shares that shall at any time
have been redeemed shall, after such redemption, have the status of authorized
but unissued Preferred Shares, without designation as to series until such
shares are once more designated as part of a particular series by the Board.

        (6)     Voting Rights.

                (a)     Holders of the Series A Preferred Shares will not have
any voting rights, except as set forth below or as otherwise from time to time
required by law.

                (b)     Whenever distributions on any Series A Preferred Shares
shall be in arrears for six or more quarterly periods (whether or not
consecutive) (a "Preferred Distribution Default"), the holders of Series A
Preferred Shares (voting as a single class with all other equity securities upon
which like voting rights have been conferred and are exercisable ("Parity
Preferred Shares")) will be entitled to vote for the election of a total of two
(2) additional directors of the Corporation (the "Preferred Share Directors") at
a special meeting called by the Secretary of the Corporation upon the written
request of holders of at least 10% of the outstanding Series A Preferred Shares
or the holders of at least 10% of any other series of Parity Preferred Shares so
in arrears (unless such request is received less than 90 days before the date
fixed for the next annual or special meeting of shareholders) or, if the request
for a special meeting is received by the Corporation less than 90 days before
the date fixed for the next annual or special meeting of shareholders, at the
next annual meeting of shareholders, and at each subsequent annual meeting until
all distributions accumulated on the Series A Preferred Shares for the past
distribution periods and the then current distribution period shall have been
fully paid or authorized and a sum sufficient for the payment thereof
irrevocably set aside in trust for the holders thereof for payment in full. If
any such special meeting so required to be called shall not be called by the
Secretary within 20 days after receipt of any such request, then any holder of
Series A Preferred Shares may (at the Corporation's expense) call such meeting,
upon notice, and for that purpose shall have access to the stock books of the
Corporation.

                (c)     If and when all accumulated distributions and the
distribution for the then current distribution period on the Series A Preferred
Shares shall have been paid in full or set aside for payment in full, the
holders of Series A Preferred Shares shall be divested of the voting rights set
forth in clause (b) above (subject to revesting in the event of each and every
Preferred Distribution Default) and, if all accumulated distributions and the
distribution for the current distribution period have been paid in full or
authorized by the Board and irrevocably set aside in trust for the holders
thereof for payment in full on all other series of Parity Preferred Shares upon
which like voting rights have been conferred and are exercisable, the term of
office of each Preferred Share Director so elected shall terminate. Any
Preferred Share Director may be removed at any time with or without cause by the
vote of, and shall not be removed otherwise than by the vote of, the holders of
a majority of the outstanding Series A Preferred Shares when they have the
voting rights set forth in clause (b) above and all other series of Parity
Preferred Shares (voting as a single class). So long as a Preferred Distribution
Default shall continue, any vacancy in the office of a Preferred Share Director
may be filled by written consent of the

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Preferred Share Directors remaining in office, or if none remains in office, by
a vote of the holders of a majority of the outstanding Series A Preferred Shares
when they have the voting rights set forth in clause (b) above and all other
series of Parity Preferred Shares (voting as a single class). The Preferred
Share Directors shall each be entitled to one vote per director on any matter.

                (d)     So long as any Series A Preferred Shares remain
outstanding, the Corporation shall not, without the affirmative vote of the
holders of at least two-thirds of the Series A Preferred Shares outstanding at
the time, given in person or by proxy, either in writing or at a meeting (such
series voting separately as a class), (i) authorize or create, or increase the
authorized or issued amount of, any class or series of equity securities ranking
senior to the Series A Preferred Shares with respect to payment of distributions
or the distribution of assets upon voluntary or involuntary liquidation,
dissolution or winding up of the Corporation or reclassify any authorized equity
securities of the Corporation into any such equity securities, or create,
authorize or issue any obligation or security convertible into or evidencing the
right to purchase any such equity securities; or (ii) amend, alter or repeal the
provisions of the Articles of Incorporation (including these Articles
Supplementary), whether by merger or consolidation (in either case, an "Event")
or otherwise, so as to adversely affect any right, preference, privilege or
voting power of the Series A Preferred Shares or the holders thereof; provided,
however, that Section 5(a) shall not be amended unless the Corporation shall
have received an opinion of counsel that such amendment would not cause the
Series A Preferred Stock to be "nonqualified preferred stock" within the meaning
of Section 351(g)(2) of the Internal Revenue Code of 1986, as amended. Provided
further that with respect to the occurrence of any Event set forth in (ii)
above, so long as Series A Preferred Shares remain outstanding with the terms
thereof unchanged, taking into account that upon the occurrence of an Event, the
Corporation may not be the surviving entity and such surviving entity may
thereafter be the issuer of the Series A Preferred Shares, the occurrence of any
such Event shall not be deemed to adversely affect such rights, preferences,
privileges or voting powers of the holders of the Series A Preferred Shares; and
provided further that (x) any increase in the amount of the authorized Preferred
Shares or the creation or issuance of any other class or series of equity
securities, or (y) any increase in the amount of authorized Series A Preferred
Shares or any other class or series of equity securities, in each case ranking
on a parity with or junior to the Series A Preferred Shares with respect to
payment of distributions and the distribution of assets upon voluntary or
involuntary liquidation, dissolution or winding up of the Corporation, shall not
be deemed to adversely affect such rights, preferences, privileges or voting
powers.

                (e)     The foregoing voting provisions shall not apply if, at
or prior to the time when the act with respect to which such vote would
otherwise be required shall be effected, all outstanding Series A Preferred
Shares shall have been redeemed or called for redemption upon proper notice and
the aggregate redemption price (including accumulated and unpaid distributions
to the redemption date) shall have been irrevocably deposited in trust for the
benefit of the holders thereof to effect such redemption.

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        (7)     Conversion. The Series A Preferred Shares are not convertible
into or exchangeable for any other property or securities of the Corporation at
the option of holders thereof.

        (8)     Application of Article VI. Notwithstanding anything to the
contrary contained in Section 5 hereof, the Series A Preferred Shares are
subject to the provisions of Article VI of the Articles of Incorporation at the
option of holders thereof.

        SECOND:  The Series A Preferred Shares have been classified and
designated by the Board under the authority contained in the Articles of
Incorporation.

        THIRD:   These Articles Supplementary have been approved by the Board in
the manner and by the vote required by law.

        FOURTH:  These Articles Supplementary shall be effective at the time
the State Department of Assessments and Taxation of Maryland accepts these
Articles Supplementary for record.

        FIFTH: The undersigned President of the Corporation acknowledges these
Articles Supplementary to be the act of the Corporation and, as to all matters
or facts required to be verified under oath, the undersigned President
acknowledges that to the best of his knowledge, information and belief, these
matters and facts are true in all material respects and that this statement is
made under the penalties for perjury.

        IN WITNESS WHEREOF, the Corporation has caused these Articles
Supplementary to be executed under seal in its name and on its behalf by its
President and attested to by its Secretary on this ____ day of ___________,
2001.


                                            COMMERCIAL NET LEASE REALTY, INC.


                                            By: ______________________
                                            Gary M. Ralston
                                            President

[SEAL]

ATTEST:

--------------------------
Kevin B. Habicht, Secretary


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