EXHIBIT d.

CERTIFICATE                                                            NUMBER OF
NUMBER                                                                    SHARES

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



                     NUVEEN QUALITY PREFERRED INCOME FUND 2
          Organized Under the Laws of the Commonwealth of Massachusetts
                         FundPreferred shares, Series __
                            $.01 Par Value Per Share
                  $___________ Liquidation Preference Per Share


                                                     Cusip No. [               ]

This Certifies that _______________________ is the owner of (_____________)
fully paid and non-assessable shares of beneficial interest of FundPreferred
shares, Series ___, $.01 par value per share, $__________ liquidation preference
per share, of Nuveen Quality Preferred Income Fund 2 (the "Fund") transferable
only on the books of the Fund by the holder thereof in person or by duly
authorized Attorney upon surrender of this Certificate properly endorsed. This
Certificate is not valid unless countersigned by the transfer agent and
registrar.

A statement in full, of all the designations, preferences, qualifications,
limitations, restrictions and special or relative rights of the shares of
beneficial interest of each class authorized to be issued, will be furnished by
the Fund to any shareholders upon request and without charge. The Fund is
organized as a Massachusetts business trust.

This Certificate is executed on behalf of the Fund by the officers as officers
and not individually and the obligations hereof are not binding upon any of the
trustees, officers, or shareholders individually but are binding only upon the
assets and property of the Fund.

IN WITNESS WHEREOF, the Fund has caused this Certificate to be signed by its
duly authorized officers this ___ day of ___________ A.D. 20___.

THE BANK OF NEW YORK                      NUVEEN QUALITY PREFERRED INCOME FUND 2
As Transfer Agent and Registrar
By:      __________________________       By:     ____________________________
         Authorized Signature                     Vice President

                                          Attest: ____________________________
                                                  Assistant Secretary






FOR VALUE RECEIVED, _________________ hereby sell, assign and transfer unto
______________ Shares of beneficial interest represented by the within
Certificate, and do hereby irrevocably constitute and appoint __________
Attorney to transfer the said Shares on the books of the within named Fund with
full power of substitution in the premises.

Dated _____________________, ______

In presence of

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


                  FundPreferred shares evidenced by this Certificate may be
                  sold, transferred, or otherwise disposed of only pursuant to
                  the provisions of the Fund's Statement Establishing and Fixing
                  the Rights and Preferences of such Shares, copies of which
                  will be furnished by the Fund to any shareholders upon request
                  and without charge.

                  The Fund will furnish to any shareholder, upon request and
                  without charge, a full statement of the designations,
                  preferences, limitations and relative rights of the shares of
                  each class or series of the Fund authorized to be issued, so
                  far as they have been determined, and the authority of the
                  Board of Trustees to determine the relative rights and
                  preferences of subsequent classes or series. Any such request
                  should be addressed to the Secretary of the Fund.