<PAGE>

                                                                     Exhibit 4.4

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                           AVALONBAY COMMUNITIES, INC.

                                                                          ISSUER
                                                                          ------

                                       to


                       STATE STREET BANK AND TRUST COMPANY

                                                                         TRUSTEE
                                                                         -------


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


                AMENDED AND RESTATED THIRD SUPPLEMENTAL INDENTURE

                            Dated as of July 10, 2000


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



                    MEDIUM-TERM NOTES DUE NINE MONTHS OR MORE

                               FROM DATE OF ISSUE


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<PAGE>


         AMENDED AND RESTATED THIRD SUPPLEMENTAL INDENTURE, dated as of July 10,
2000 (the "Supplemental Indenture"), between AVALONBAY COMMUNITIES, INC., a
corporation organized under the laws of the State of Maryland (herein called the
"Company"), and STATE STREET BANK AND TRUST COMPANY, a trust company organized
and existing under the laws of the Commonwealth of Massachusetts, as Trustee
(herein called the "Trustee").

                             RECITALS OF THE COMPANY

         The Company has heretofore delivered to the Trustee an Indenture dated
as of January 16, 1998 (the "Senior Indenture"), a First Supplemental Indenture
dated as of January 20, 1998, a Second Supplemental Indenture dated as of July
7, 1998, and a Third Supplemental Indenture dated as of December 21, 1998, the
forms of which have been filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended, and incorporated by
reference as exhibits to the Company's Registration Statement on Form S-3
(Registration No. 333-60875), providing for the issuance from time to time of
Senior Debt Securities of the Company (the "Securities") in an unlimited
aggregate principal amount, including a series of debt securities entitled
"Medium-Term Notes Due Nine Months or More from Date of Issue" limited to
$400,000,000 in aggregate initial principal amount.

         The Company wishes to amend and restate the Third Supplemental
Indenture to provide for the issuance of Medium-Term Notes without limit as
to aggregate principal amount, and in all other respects to continue the
Third Supplemental Indenture in full force and effect except as amended and
restated by this Amended and Restated Third Supplemental Indenture.

         Section 301 of the Senior Indenture provides that the aggregate
principal amount of Securities that may be authenticated and delivered under the
Senior Indenture shall be unlimited, and further provides for various matters
with respect to any series of Securities issued under the Senior Indenture to be
established in an indenture supplemental to the Senior Indenture.

         Section 901(5) of the Senior Indenture provides that the Company and
the Trustee may enter into an indenture supplemental to the Senior Indenture to
change or eliminate any of the provisions of the Senior Indenture, subject to
certain limitations with respect to outstanding Securities.

         The Trustee is willing to enter into this Amended and Restated Third
Supplemental Indenture at the Company's request, subject to compliance with
Section 901 of the Senior Indenture, as applicable.

         Section 901(7) of the Senior Indenture provides for the Company and the
Trustee to enter into an indenture supplemental to the Senior Indenture to
establish the form or terms of Securities of any series as provided by Sections
201 and 301 of the Senior Indenture.

         The Board of Directors of the Company has previously duly adopted
resolutions authorizing the Company to execute and deliver this Supplemental
Indenture.

         All the conditions and requirements necessary to make this Amended and
Restated Third Supplemental Indenture, when duly executed and delivered, a valid
and binding agreement in accordance with its terms and for the purposes herein
expressed, have been performed and fulfilled.

         NOW, THEREFORE, THIS AMENDED AND RESTATED SUPPLEMENTAL INDENTURE
WITNESSETH:

         For and in consideration of the premises and the purchase of each of
the series of Securities provided for herein by the Holders thereof, it is
mutually covenanted and agreed, for the equal and proportionate benefit of all
Holders of the Notes (as herein defined) or of any series thereof, as follows:


                                       1
<PAGE>


                                   ARTICLE ONE

                    RELATION TO SENIOR INDENTURE; DEFINITIONS

         SECTION 1.1. RELATION TO SENIOR INDENTURE.

         This Supplemental Indenture constitutes an integral part of the Senior
Indenture.

         SECTION 1.2.  DEFINITIONS.

         For all purposes of this Supplemental Indenture, except as otherwise
expressly provided for or unless the context otherwise requires:

                  (1) Capitalized terms used but not defined herein shall have
         the respective meanings assigned to them in the Senior Indenture;

                  (2) All references herein to Articles and Sections, unless
         otherwise specified, refer to the corresponding Articles and Sections
         of this Supplemental Indenture; and

                  (3) In the event that any of the following definitions differs
         from its respective definition set forth in the Senior Indenture, the
         definition set forth herein shall control.

         "Acquired Indebtedness" means Indebtedness of a Person (i) existing at
the time such Person becomes a Subsidiary or (ii) assumed in connection with the
acquisition of assets from such Person, in each case, other than Indebtedness
incurred in connection with, or in contemplation of, such Person becoming a
Subsidiary or such acquisition. Acquired Indebtedness shall be deemed to be
incurred on the date of the related acquisition of assets from any Person or the
date the acquired Person becomes a Subsidiary.

         "Annual Service Charge" for any period means the maximum amount which
is payable during such period for interest on, and original issue discount of,
Indebtedness of the Company and its Subsidiaries and the amount of dividends
which are payable during such period in respect of any Disqualified Stock.

         "Capital Stock" means, with respect to any Person, any capital stock
(including preferred stock), shares, interests, participations or other
ownership interests (however designated) of such Person and any rights (other
than debt securities convertible into or exchangeable for corporate stock),
warrants or options to purchase any thereof.

         "Consolidated Income Available for Debt Service" for any period means
Earnings from Operations of the Company and its Subsidiaries plus amounts which
have been deducted, and minus amounts which have been added, for the following
(without duplication): (i) interest on Indebtedness of the Company and its
Subsidiaries, (ii) provision for taxes of the Company and its Subsidiaries based
on income, (iii) amortization of debt discount and other deferred financing
costs, (iv) provisions for gains and losses on properties and property
depreciation and amortization, (v) the effect of any noncash charge resulting
from a change in accounting principles in determining Earnings from Operations
for such period and (vi) amortization of deferred charges.

         "Corporate Trust Office" means the office of the Trustee at which, at
any particular time, its corporate trust business shall be principally
administered, which office at the date hereof is located at Two Avenue de
Lafayette, Boston, Massachusetts 02111 and, for


                                       2
<PAGE>


purposes of the Place of Payment provisions of Sections 305 and 1002 of the
Senior Indenture and other provisions requiring a New York City office, is
located at the office of State Street Bank and Trust Company, N.A., 61 Broadway,
New York, New York 10005.

         "Disqualified Stock" means, with respect to any Person, any Capital
Stock of such Person which by the terms of such Capital Stock (or by the terms
of any security into which it is convertible or for which it is exchangeable or
exercisable), upon the happening of any event or otherwise (i) matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise
(other than Capital Stock which is redeemable solely in exchange for common
stock), (ii) is convertible into or exchangeable or exercisable for Indebtedness
or Disqualified Stock or (iii) is redeemable at the option of the holder
thereof, in whole or in part (other than Capital Stock which is redeemable
solely in exchange for Capital Stock which is not Disqualified Stock), in each
case on or prior to the Stated Maturity of the Notes.

         "Earnings from Operations" for any period means net earnings excluding
gains and losses on sales of investments, extraordinary items, and property
valuation losses, net as reflected in the financial statements of the Company
and its Subsidiaries for such period determined on a consolidated basis in
accordance with GAAP.

         "Encumbrance" means any mortgage, lien, charge, pledge or security
interest of any kind.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder by the Commission.

         "Fixed Rate Notes" means the Company's Fixed Rate Notes due nine months
or more from the date of issue, a form of which is attached hereto as EXHIBIT B.

         "Floating Rate Notes" means the Company's Floating Rate Notes due nine
months or more from the date of issue, a form of which is attached hereto as
EXHIBIT A.

         "GAAP" means generally accepted accounting principles as used in the
United States applied on a consistent basis as in effect from time to time;
provided that solely for purposes of any calculation required by the financial
covenants contained herein, "GAAP" shall mean generally accepted accounting
principles as used in the United States on the date hereof, applied on a
consistent basis.

         "Holder" means, in the case of a Registered Security, the Person in
whose name a Security is registered in the Security Register and, in the case of
a Bearer Security, the bearer thereof and, when used with respect to any coupon,
shall mean the bearer thereof.

         "Indebtedness" of the Company or any Subsidiary means, without
duplication, any indebtedness of the Company or any Subsidiary, whether or not
contingent, in respect of (i) borrowed money or evidenced by bonds, notes,
debentures or similar instruments, (ii) indebtedness for borrowed money secured
by any Encumbrance existing on property owned by the Company or any Subsidiary,
(iii) the reimbursement obligations, contingent or otherwise, in connection with
any letters of credit actually issued (other than letters of credit issued to
provide credit enhancement or support with respect to other indebtedness of the
Company or any Subsidiary otherwise reflected as Indebtedness hereunder) or
amounts representing the balance deferred and unpaid of the purchase price of
any property or services, except any such balance that constitutes an accrued
expense or trade payable, or all conditional sale obligations or obligations
under any title retention agreement, (iv) the principal amount of all
obligations of the Company or any Subsidiary with respect to redemption,
repayment or other repurchase of any Disqualified Stock, (v) any lease of
property by the Company or any Subsidiary as lessee which is reflected on the
Company's consolidated balance sheet as a capitalized lease in accordance with
GAAP, or (vi) interest rate swaps, caps or similar agreements and foreign
exchange contracts, currency swaps or


                                       3
<PAGE>


similar agreements, to the extent, in the case of items of indebtedness under
(i) through (iii) above, that any such items (other than letters of credit)
would appear as a liability on the Company's consolidated balance sheet in
accordance with GAAP, and also includes, to the extent not otherwise included,
any obligation by the Company or any Subsidiary to be liable for, or to pay, as
obligor, guarantor or otherwise (other than for purposes of collection in the
ordinary course of business), Indebtedness of another Person (other than the
Company or any Subsidiary) (it being understood that Indebtedness shall be
deemed to be incurred by the Company or any Subsidiary whenever the Company or
such Subsidiary shall create, assume, guarantee or otherwise become liable in
respect thereof).

         "Notes" has the meaning specified in Section 2.1 hereof.

         "Pricing Supplement" means a pricing supplement to the Prospectus,
dated August 18, 1998, as supplemented by the Prospectus Supplement dated
September 30, 1998, setting forth the terms of the applicable Notes.

         "Subsidiary" means, with respect to any Person, any corporation,
limited liability company, partnership or other entity of which a majority of
(i) the voting power of the voting equity securities or (ii) the outstanding
equity interests of which are owned, directly or indirectly, by such Person. For
the purposes of this definition, "voting equity securities" means equity
securities having voting power for the election of directors, whether at all
times or only so long as no senior class of security has such voting power by
reason of any contingency.

         "Total Assets" as of any date means the sum of (i) the Undepreciated
Real Estate Assets and (ii) all other assets of the Company and its Subsidiaries
determined in accordance with GAAP (but excluding accounts receivable and
intangibles).

         "Total Unencumbered Assets" means the sum of (i) those Undepreciated
Real Estate Assets not subject to an Encumbrance for borrowed money and (ii) all
other assets of the Company and its Subsidiaries not subject to an Encumbrance
for borrowed money, determined in accordance with GAAP (but excluding accounts
receivable and intangibles).

         "Undepreciated Real Estate Assets" as of any date means the cost
(original cost plus capital improvements) of real estate assets of the Company
and its Subsidiaries on such date, before depreciation and amortization,
determined on a consolidated basis in accordance with GAAP.

         "Unsecured Indebtedness" means Indebtedness which is not secured by any
Encumbrance upon any of the properties of the Company or any Subsidiary.

                                   ARTICLE TWO

                               THE SERIES OF NOTES

         The following provisions of this Article Two are made pursuant to
Section 301 of the Senior Indenture in order to establish and set forth the
terms of the series of Securities described in Section 2.1.

         SECTION 2.1 TITLE OF THE SECURITIES.

         There shall be a series of Securities designated the Medium-Term Notes
Due Nine Months or More from Date of Issue (the "Notes").


                                       4
<PAGE>


         SECTION 2.2 NO LIMITATION ON AGGREGATE PRINCIPAL AMOUNT.

         The aggregate principal amount of the Notes shall be unlimited.

         Nothing contained in this Section 2.2 or elsewhere in this Supplemental
Indenture, or in the Notes, is intended to or shall limit execution by the
Company or authentication or delivery by the Trustee of Notes under the
circumstances contemplated by Sections 303, 304, 305, 306, 906, 1107 and 1305 of
the Senior Indenture.

         SECTION 2.3 TERMS AND CONDITIONS OF THE NOTES.

         The Notes shall be governed by all the terms and conditions of the
Indenture, including, without limitation, the terms and conditions set forth in
the forms of Note referred to in Section 2.9 below, as the same may be
supplemented or, to the extent allowed by the Indenture, modified by the
additional or different terms and conditions established from time to time with
respect to the Notes either in resolutions of the Board of Directors of the
Company or by action of authorized officers of the Company and, in either such
case, such additional or different terms and conditions shall be set forth in
the Notes and the related Pricing Supplement. All such terms and conditions set
forth in such Notes and in such Pricing Supplement are incorporated by reference
into this Supplemental Indenture.

         SECTION 2.4 LIMITATIONS ON INCURRENCE OF INDEBTEDNESS.

         (1) The Company will not, and will not permit any Subsidiary to, incur
any Indebtedness if, immediately after giving effect to the incurrence of such
additional Indebtedness and the application of the proceeds thereof, the
aggregate principal amount of all outstanding Indebtedness of the Company and
its Subsidiaries on a consolidated basis determined in accordance with GAAP is
greater than 60% of the sum of (without duplication) (i) the Total Assets of the
Company and its Subsidiaries as of the end of the calendar quarter covered in
the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as
the case may be, most recently filed with the Commission (or, if such filing is
not permitted under the Exchange Act, with the Trustee) prior to the incurrence
of such additional Indebtedness and (ii) the purchase price of any real estate
assets or mortgages receivable acquired, and the amount of any securities
offering proceeds received (to the extent that such proceeds were not used to
acquire real estate assets or mortgages receivable or used to reduce
Indebtedness), by the Company or any Subsidiary since the end of such calendar
quarter, including those proceeds obtained in connection with the incurrence of
such additional Indebtedness.

         (2) In addition to the limitation set forth in subsection (1) of this
Section 2.4, the Company will not, and will not permit any Subsidiary to, incur
any Indebtedness if the ratio of Consolidated Income Available for Debt Service
to the Annual Service Charge for the four consecutive fiscal quarters most
recently ended prior to the date on which such additional Indebtedness is to be
incurred shall have been less than 1.5:1, on a PRO FORMA basis after giving
effect thereto and to the application of the proceeds therefrom, and calculated
on the assumption that (i) such Indebtedness and any other Indebtedness incurred
by the Company and its Subsidiaries since the first day of such four-quarter
period and the application of the proceeds therefrom, including to refinance
other Indebtedness, had occurred at the beginning of such period; (ii) the
repayment or retirement of any other Indebtedness by the Company and its
Subsidiaries since the first day of such four-quarter period had been repaid or
retired at the beginning of such period (except that, in making such
computation, the amount of Indebtedness under any revolving credit facility
shall be computed based upon the average daily balance of such Indebtedness
during such period); (iii) in the case of Acquired Indebtedness or Indebtedness
incurred in connection with any acquisition since the first day of such
four-quarter period, the related acquisition had occurred as of the first day of
such period with the appropriate adjustments with respect to such acquisition
being included in such PRO FORMA calculation; and (iv) in the case of any
acquisition or disposition by the


                                       5
<PAGE>


Company or its Subsidiaries of any asset or group of assets since the first day
of such four-quarter period, whether by merger, stock purchase or sale, or asset
purchase or sale, such acquisition or disposition or any related repayment of
Indebtedness had occurred as of the first day of such period with the
appropriate adjustments with respect to such acquisition or disposition being
included in such PRO FORMA calculation.

         (3) In addition to the limitations set forth in subsections (1) and (2)
of this Section 2.4, the Company will not, and will not permit any Subsidiary
to, incur any Indebtedness secured by any Encumbrance upon any of the property
of the Company or any Subsidiary if, immediately after giving effect to the
incurrence of such additional Indebtedness and the application of the proceeds
thereof, the aggregate principal amount of all outstanding Indebtedness of the
Company and its Subsidiaries on a consolidated basis which is secured by any
Encumbrance on property of the Company or any Subsidiary is greater than 40% of
the sum of (without duplication) (i) the Total Assets of the Company and its
Subsidiaries as of the end of the calendar quarter covered in the Company's
Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be,
most recently filed with the Commission (or, if such filing is not permitted
under the Exchange Act, with the Trustee) prior to the incurrence of such
additional Indebtedness and (ii) the purchase price of any real estate assets or
mortgages receivable acquired, and the amount of any securities offering
proceeds received (to the extent that such proceeds were not used to acquire
real estate assets or mortgages receivable or used to reduce Indebtedness), by
the Company or any Subsidiary since the end of such calendar quarter, including
those proceeds obtained in connection with the incurrence of such additional
Indebtedness.

         (4) The Company and its Subsidiaries may not at any time own Total
Unencumbered Assets equal to less than 150% of the aggregate outstanding
principal amount of the Unsecured Indebtedness of the Company and its
Subsidiaries on a consolidated basis.

         (5) For purposes of this Section 2.4, Indebtedness shall be deemed to
be "incurred" by the Company or a Subsidiary whenever the Company or such
Subsidiary shall create, assume, guarantee or otherwise become liable in respect
thereof.

         SECTION 2.5  DEFEASANCE.

          The provisions of Sections 1402 and 1403 of the Senior Indenture,
together with the other provisions of Article Fourteen of the Senior Indenture,
shall be applicable to the Notes. The provisions of Section 1403 of the Senior
Indenture shall apply to the covenants set forth in Sections 2.4 and 2.10 of
this Supplemental Indenture and to those covenants specified in Section 1403 of
the Senior Indenture.

         SECTION 2.6  EVENTS OF DEFAULT

         The provisions of clause (5) of Section 501 of the Senior Indenture as
applicable with respect to the Notes shall be deemed to be amended and restated
in their entirety to read as follows:

                  (5) default under any bond, debenture, note, mortgage,
         indenture or instrument under which there may be issued or by which
         there may be secured or evidenced any indebtedness for money borrowed
         by the Company (or by any Subsidiary, the repayment of which the
         Company has guaranteed or for which the Company is directly responsible
         or liable as obligor or guarantor), having an aggregate principal
         amount outstanding of at least $10,000,000, whether such indebtedness
         now exists or shall hereafter be created, which default shall have
         resulted in such indebtedness becoming or being declared due and
         payable prior to the date on which it would otherwise have become due
         and payable, without such indebtedness having been discharged, or such
         acceleration having been rescinded


                                       6
<PAGE>


         or annulled, within a period of 10 days after there shall have been
         given written notice, by registered or certified mail, to the Company
         by the Trustee or to the Company and the Trustee by the Holders of at
         least 10% in principal amount of the Outstanding Securities of that
         series a written notice specifying such default and requiring the
         Company to cause such indebtedness to be discharged or cause such
         acceleration to be rescinded or annulled and stating that such notice
         is a "Notice of Default" hereunder; PROVIDED, HOWEVER, that such a
         default on indebtedness which constitutes tax-exempt financing having
         an aggregate principal amount outstanding not exceeding $25,000,000
         that results solely from a failure of an entity providing credit
         support for such indebtedness to honor a demand for payment on a letter
         of credit shall not constitute an Event of Default; or

         SECTION 2.7 ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

         The provisions of the first paragraph of Section 502 of the Senior
Indenture as applicable with respect to the Notes shall be deemed to be amended
and restated in their entirety to read as follows:

         If an Event of Default with respect to Securities of any series at the
time Outstanding occurs and is continuing, then in every such case the Trustee
or the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series may declare the principal amount (or, if Securities of
that series are Original Issue Discount Securities or Indexed Securities, such
portion of the principal as may be specified in the terms thereof) of all the
Securities of that series to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by the Holders), and upon
any such declaration such principal, or specified portion thereof, plus accrued
interest to the date the Securities of that series are paid, shall become
immediately due and payable. With respect to the Securities of any series, if an
Event of Default set forth in Section 501(6) of the Senior Indenture occurs and
is continuing, then in every such case all the Securities of that series shall
become immediately due and payable, without notice to the Company, at the
principal amount thereof (or, if any Securities are Original Issue Discount
Securities or Indexed Securities, such portion of the principal as may be
specified in the terms thereof) plus accrued interest to the date the Securities
of that series are paid.

         SECTION 2.8 REGISTERED SECURITIES.

         Each Note shall be issuable and transferable in fully registered
book-entry form or certificated form as specified in the applicable Pricing
Supplement.

         SECTION 2.9 FORM OF NOTES.

         The Floating Rate Notes shall be substantially in the form attached as
EXHIBIT A hereto. The Fixed Rate Notes shall be substantially in the form
attached as EXHIBIT B hereto.

         SECTION 2.10 PROVISION OF FINANCIAL INFORMATION.

         Whether or not the Company is subject to Section 13 or 15(d) of the
Exchange Act, the Company will, to the extent permitted under the Exchange Act,
file with the Commission the annual reports, quarterly reports and other
documents which the Company would have been required to file with the Commission
pursuant to such Section 13 or 15(d) if the Company were so subject, such
documents to be filed with the Commission on or prior to the respective dates
(the "Required Filing Dates") by which the Company would have been required so
to file such documents if the Company were so subject.

         The Company will also in any event (x) within 15 days of each
Required Filing Date (i) if the Company is not then subject to Section 13 or
15(d) of the Exchange Act, transmit by mail to all Holders, as their names and
addresses appear in the Security


                                       7
<PAGE>


Register, without cost to such Holders, copies of the annual reports, quarterly
reports and other documents which the Company would have been required to file
with the Commission pursuant to Section 13 or 15(d) of the Exchange Act if the
Company were subject to such Sections and (ii) file with the Trustee copies of
annual reports, quarterly reports and other documents which the Company would
have been required to file with the Commission pursuant to Section 13 or 15(d)
of the Exchange Act if the Company were subject to such Sections and (y) supply,
promptly upon written request and payment of the reasonable cost of duplication
and delivery, copies of such documents to any prospective Holder.

         The Trustee shall not be required to examine any of the reports and
other documents filed therewith pursuant to the provisions of this Section 2.10
or Section 7.03 of the Senior Indenture in order to determine whether the
Company is in compliance with the provisions of Section 2.4 of this Supplemental
Indenture.

         SECTION 2.11  WAIVER OF CERTAIN COVENANTS.

         Notwithstanding the provisions of Section 1009 of the Senior Indenture,
the Company may omit in any particular instance to comply with any term,
provision or condition set forth in Sections 1004 to 1008, inclusive, of the
Senior Indenture, with Sections 2.4 and 2.10 of this Supplemental Indenture and
with any other term, provision or condition with respect to the Notes or any
series thereof (except any such term, provision or condition which could not be
amended without the consent of all Holders of the Notes or such series thereof,
as applicable), if before or after the time for such compliance the Holders of
at least a majority in principal amount of all outstanding Notes or such series
thereof, as applicable, by Act of such Holders, either waive such compliance in
such instance or generally waive compliance with such covenant or condition.
Except to the extent so expressly waived, and until such waiver shall become
effective, the obligations of the Company and the duties of the Trustee in
respect of any such term, provision or condition shall remain in full force and
effect.

                                  ARTICLE THREE

                            MISCELLANEOUS PROVISIONS

         SECTION 3.1.  RATIFICATION OF SENIOR INDENTURE.

         Except as expressly modified or amended hereby, the Senior Indenture
continues in full force and effect and is in all respects confirmed and
preserved.

         SECTION 3.2.  GOVERNING LAW.

         This Supplemental Indenture and each Note shall be governed by and
construed in accordance with the laws of the State of New York. This
Supplemental Indenture is subject to the provisions of the Trust Indenture Act
of 1939, as amended, and shall, to the extent applicable, be governed by such
provisions.

         SECTION 3.3.  COUNTERPARTS.

         This Supplemental Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same instrument.

                            [Signature page follows.]


                                       8
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed by their respective officers hereunto duly
authorized, all as of the day and year first written above.


                                    AVALONBAY COMMUNITIES, INC.

                                    By: /s/ Richard L. Michaux
                                        ----------------------
                                            Richard L. Michaux
                                            Chief Executive Officer

Attest: /s/ Edward M. Schulman
        ----------------------
         Edward M. Schulman
         Secretary






                                    STATE STREET BANK AND TRUST COMPANY,
                                    as Trustee



                                    By: /s/ Susan Calise
                                        ------------------
                                            Susan Calise
                                            Vice President

Attest:
       ----------------------------------------
         Name:
              ---------------------------------
         Vice President


                                      S-1
<PAGE>


                                    EXHIBIT A

                           FORM OF FLOATING RATE NOTE

                                 [Face of Note]

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (THE "DEPOSITARY") (55 WATER STREET, NEW YORK, NEW YORK) TO THE
ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.1

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING SET FORTH IN THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE
OF THE DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN
THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS AND UNTIL IT IS
EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT
BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.2

Registered No. FLR-__________                                 [PRINCIPAL AMOUNT]
CUSIP No: __________


                           AVALONBAY COMMUNITIES, INC.
                                MEDIUM-TERM NOTE
                                 (Floating Rate)

INTEREST RATE BASIS OR          ORIGINAL ISSUE DATE:       STATED MATURITY DATE:
BASES:_____________             ______________             ____________

     IF LIBOR:                       IF CMT RATE:
      [  ] LIBOR Reuters                Designated CMT Telerate Page: __________
                  Page: _____              If Telerate Page 7052:
      [  ] LIBOR Telerate                      [  ] Weekly Average
                  Page: _____                  [  ] Monthly Average
                                        Designated CMT Maturity Index: _________

INDEX CURRENCY:

INDEX MATURITY:           INITIAL INTEREST RATE: _____    INTEREST PAYMENT
                          %                               DATE(S):

SPREAD (PLUS OR MINUS):   SPREAD MULTIPLIER:              INITIAL INTEREST RESET
                                                          DATE:


--------------------
              1  This paragraph applies to global Notes only.
              2  This paragraph applies to global Notes only.


                                      A-1
<PAGE>


MINIMUM INTEREST RATE:    MAXIMUM INTEREST RATE          INTEREST RESET DATE(S):
_____%                    _____%

INITIAL REDEMPTION DATE:  INITIAL REDEMPTION             ANNUAL REDEMPTION
                          PERCENTAGE: _____%             PERCENTAGE
                                                         REDUCTION:

OPTIONAL PAYMENT DATE(S): CALCULATION AGENT:
<TABLE>
<S>                                       <C>

INTEREST CATEGORY:                        DAY COUNT CONVENTION:
  [  ] Regular Floating Rate Note          [  ] 30/360 for the period
  [  ] Floating Rate/Fixed Rate Note            from __________ to __________
       Fixed Rate Commencement Date:       [  ] Actual/360 for the period
       Fixed Interest Rate:      %              from __________ to __________
  [  ] Inverse Floating Rate Note          [  ] Actual/Actual for the period
       Fixed Interest Rate:      %              from __________ to __________
  [  ] Original Issue Discount Note             Applicable Interest Rate Basis:
       Issue Price:      %

SPECIFIED CURRENCY:                       AUTHORIZED DENOMINATION:
  [  ] US Dollars                          [  ] $1,000 and integral multiples thereof
  [  ] Other:                              [  ] Other:
</TABLE>

EXCHANGE RATE:
       U.S. $1.00 = ______

EXCHANGE RATE AGENT:

AMORTIZING SECURITY:
  [  ] Yes
  [  ] No

AMORTIZATION FORMULA:

AMORTIZATION PAYMENT DATE(S):

DEFAULT RATE:        %

ADDENDUM ATTACHED:
  [  ] Yes
  [  ] No

OTHER/ADDITIONAL PROVISIONS:

                  AVALONBAY COMMUNITIES, INC., a corporation duly organized and
existing under the laws of Maryland (hereinafter referred to as the "Company",
which term includes any successor entity under the Indenture hereinafter
referred to), for value received, hereby promises to pay to
____________________, or registered assigns, the principal sum of
____________________, on the Stated Maturity Date specified above (or any
Redemption Date or Repayment Date, each as defined below) (each such Stated
Maturity Date, Redemption Date or Repayment Date being hereinafter referred to
as the "Maturity Date" with respect to the principal repayable on such date) and
to pay interest thereon, at a rate per annum equal to the initial Interest Rate
specified above until the Initial Interest Reset Date specified above and
thereafter at a rate determined in accordance with the provisions specified
above and on the reverse hereof or in an Addendum hereto with respect to one or
more Interest Rate Bases specified above until the principal hereof is paid or
duly made available for payment, and (to the extent that the payment of such
interest shall be legally enforceable) at the Default Rate per annum specified


                                      A-2
<PAGE>


above on any overdue principal, premium and/or interest, including any overdue
sinking fund or redemption payment. The Company will pay interest in arrears on
each Interest Payment Date, if any, specified above (each, an "Interest Payment
Date"), commencing with the first Interest Payment Date next succeeding the
Original Issue Date specified above, and on the Maturity Date; provided,
however, that if the Original Issue Date occurs between a Record Date (as
defined below) and the next succeeding Interest Payment Date, interest payments
will commence on the second Interest Payment Date next succeeding the Original
Issue Date to the holder of this Note on the Record Date with respect to such
second Interest Payment Date.

                  Interest on this Note will accrue from, and including, the
immediately preceding Interest Payment Date to which interest has been paid or
duly provided for (or from, and including, the Original Issue Date if no
interest has been paid or duly provided for) to, but excluding, the applicable
Interest Payment Date or the Maturity Date, as the case may be (each, an
"Interest Period"). The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, subject to certain exceptions
described herein, be paid to the person in whose name this Note (or one or more
predecessor Notes) is registered at the close of business on the fifteenth
calendar day (whether or not a Business Day, as defined on the reverse hereof)
immediately preceding such Interest Payment Date (the "Record Date"); provided,
however, that interest payable on the Maturity Date will be payable to the
person to whom the principal hereof and premium, if any, hereon shall be
payable. Any such interest not so punctually paid or duly provided for
("Defaulted Interest") will forthwith cease to be payable to the holder on any
Record Date, and shall be paid to the person in whose name this Note is
registered at the close of business on a special record date (the "Special
Record Date") for the payment of such Defaulted Interest to be fixed by the
Trustee hereinafter referred to, notice whereof shall be given to the holder of
this Note by the Trustee not more than 15 days and not less than 10 days prior
to such Special Record Date or may be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which this Note may be listed, and upon such notice as may be required by such
exchange, all as more fully provided for in the Indenture.

                  Payment of principal, premium, if any, and interest in respect
of this Note due on the Maturity Date, or any prior date on which the principal
or an installment of principal of this Note becomes due and payable, whether by
the declaration of acceleration or otherwise, will be made in immediately
available funds upon presentation and surrender of this Note (and, with respect
to any applicable repayment of this Note, upon presentation and surrender of
this Note and a duly completed election form as contemplated on the reverse
hereof) at the office or agency maintained by the Company for that purpose in
the Borough of Manhattan, The City of New York; provided, however, that if the
Specified Currency specified above is other than United States dollars and such
payment is to be made in the Specified Currency in accordance with the
provisions set forth below, such payment may be made by wire transfer of
immediately available funds to an account with a bank designated by the holder
hereof at least 15 calendar days prior to the Maturity Date, provided that such
bank has appropriate facilities therefor and that this Note (and, if applicable,
a duly completed repayment election form) is presented and surrendered at the
aforementioned office or agency maintained by the Company in time for the
Trustee to make such payment in such funds in accordance with its normal
procedures. Payment of interest due on any Interest Payment Date other than the
Maturity Date will be made at the aforementioned office or agency maintained by
the Company or, at the option of the Company, by check mailed to the address of
the person entitled thereto as such address shall appear in the Security
Register maintained by the Trustee; provided, however, that a holder of U.S.
$10,000,000 (or, if the Specified Currency is other than United States dollars,
the equivalent thereof in the Specified Currency) or more in aggregate principal
amount of Notes (whether having identical or different terms and provisions)
will be entitled to receive interest payments on any Interest Payment Date other
than the Maturity Date by wire transfer of immediately available funds if
appropriate wire transfer instructions have been received in writing by the
Trustee not less than 15 calendar days prior to such Interest Payment Date. Any
such wire transfer instructions received by the Trustee shall remain in effect
until revoked by such holder.

                  If any Interest Payment Date other than the Maturity Date
would otherwise be a day that is not a Business Day, such Interest Payment Date
shall be postponed to the next succeeding Business Day, except that if LIBOR is
an applicable Interest Rate Basis and such Business Day falls in the next
succeeding calendar month, such Interest Payment Date shall be the immediately
preceding Business


                                      A-3
<PAGE>


Day. If the Maturity Date falls on a day that is not a Business Day, the
required payment of principal, premium, if any, and interest shall be made on
the next succeeding Business Day with the same force and effect as if made on
the date such payment was due, and no interest shall accrue with respect to such
payment for the period from and after the Maturity Date to the date of such
payment on the next succeeding Business Day.

                  As used herein, "Business Day" means any day, other than a
Saturday or Sunday, that is neither a legal holiday nor a day on which banking
institutions are authorized or required by law, regulation or executive order to
close in The City of New York or Chicago; provided, however, that if the
Specified Currency is other than United States dollars, such day is also not a
day on which banking institutions are authorized or required by law, regulation
or executive order to close in the Principal Financial Center (as defined below)
of the country issuing the Specified Currency (or, if the Specified Currency is
European Currency Units ("ECU"), such day is not a day that appears as an ECU
non-settlement day on the display designated as "ISDE" on the Reuter Monitor
Money Rates Service (or a day so designated by the ECU Banking Association), or,
if ECU non-settlement days do not appear on that page (and are not so
designated), is not a day on which payments in ECU cannot be settled in the
international interbank market); provided, further, that if LIBOR is an
applicable Interest Rate Basis, such day is also a London Business Day (as
defined below). "London Business Day" means (i) if the Index Currency (as
defined below) is other than ECU, any day on which dealings in such Index
Currency are transacted in the London interbank market or (ii) if the Index
Currency is ECU, any day that does not appear as an ECU non-settlement day on
the display designated as "ISDE" on the Reuter Monitor Money Rates Service (or a
day so designated by the ECU Banking Association) or, if ECU non-settlement days
do not appear on that page (and are not so designated), is not a day on which
payments in ECU cannot be settled in the international interbank market.
"Principal Financial Center" means the capital city of the country issuing the
Specified Currency or, solely with respect to the calculation of LIBOR, the
Index Currency, except that with respect to United States dollars, Australian
dollars, Deutsche marks, Dutch guilders, Italian lire, Swiss francs and ECU, the
Principal Financial Center shall be The City of New York, Sydney, Frankfurt,
Amsterdam, Milan, Zurich and Luxembourg, respectively.

                  The Company is obligated to make payments of principal,
premium, if any, and interest in respect of this Note in the Specified Currency
(or, if the Specified Currency is not at the time of such payment legal tender
for the payment of public and private debts, in such other coin or currency of
the country which issued the Specified Currency as at the time of such payment
is legal tender for the payment of such debts). If the Specified Currency is
other than United States dollars, except as provided below, any such amounts so
payable by the Company will be converted by the Exchange Rate Agent specified
above into United States dollars for payment to the holder of this Note.

                  If the Specified Currency is other than United States dollars,
the holder of this Note may elect to receive such amounts in such Specified
Currency. If the holder of this Note shall not have duly made an election to
receive all or a specified portion of any payment of principal, premium, if any,
and/or interest in respect of this Note in the Specified Currency, any United
States dollar amount to be received by the holder of this Note will be based on
the highest bid quotation in The City of New York received by the Exchange Rate
Agent at approximately 11:00 A.M., New York City time, on the second Business
Day preceding the applicable payment date from three recognized foreign exchange
dealers (one of whom may be the Exchange Rate Agent) selected by the Exchange
Rate Agent and approved by the Company for the purchase by the quoting dealer of
the Specified Currency for United States dollars for settlement on such payment
date in the aggregate amount of such Specified Currency payable to all holders
of Foreign Currency Notes scheduled to receive United States dollar payments and
at which the applicable dealer commits to execute a contract. All currency
exchange costs will be borne by the holder of this Note by deductions from such
payments. If three such bid quotations are not available, payments on this Note
will be made in the Specified Currency.

                  If the Specified Currency is other than United States dollars,
the holder of this Note may elect to receive all or a specified portion of any
payment of principal, premium, if any, and/or interest in respect of this Note
in the Specified Currency by submitting a written request for such payment to
the Trustee at its Corporate Trust Office in The City of New York on or prior to
the applicable Record Date or at least 15 calendar days prior to the Maturity
Date, as the case may be. Such written request may be


                                      A-4
<PAGE>


mailed or hand delivered or sent by cable, telex or other form of facsimile
transmission. The holder of this Note may elect to receive all or a specified
portion of all future payments in the Specified Currency in respect of such
principal, premium, if any, and/or interest and need not file a separate
election for each payment. Such election will remain in effect until revoked by
written notice to the Trustee, but written notice of any such revocation must be
received by the Trustee on or prior to the applicable Record Date or at least 15
calendar days prior to the Maturity Date, as the case may be. If the Specified
Currency is other than United States dollars or a composite currency and the
holder of this Note shall have duly made an election to receive all or a
specified portion of any payment of principal, premium, if any, and/or interest
in respect of this Note in the Specified Currency and if the Specified Currency
is not available due to the imposition of exchange controls or other
circumstances beyond the reasonable control of the Company, the Company will be
entitled to satisfy its obligations to the holder of this Note by making such
payment in United States dollars on the basis of the Market Exchange Rate (as
defined below) on the second Business Day prior to such payment date or, if such
Market Exchange Rate is not then available, on the basis of the most recently
available Market Exchange Rate or as otherwise specified on the face hereof. The
"Market Exchange Rate" for the Specified Currency means the noon dollar buying
rate in The City of New York for cable transfers for such Specified Currency as
certified for customs purposes by (or if not so certified, as otherwise
determined by) the Federal Reserve Bank of New York. Any payment made under such
circumstances in United States dollars will not constitute an Event of Default
(as defined in the Indenture) with respect to this Note.

                  If the Specified Currency is a composite currency and the
holder of this Note shall have duly made an election to receive all or a
specified portion of any payment of principal, premium, if any, and/or interest
in respect of this Note in the Specified Currency and if such composite currency
is unavailable due to the imposition of exchange controls or other circumstances
beyond the reasonable control of the Company, then the Company will be entitled
to satisfy its obligations to the holder of this Note by making such payment in
United States dollars. The amount of each payment in United States dollars shall
be computed by the Exchange Rate Agent on the basis of the equivalent of the
composite currency in United States dollars. The component currencies of the
composite currency for this purpose (collectively, the "Component Currencies"
and each, a "Component Currency") shall be the currency amounts that were
components of the composite currency as of the last day on which the composite
currency was used. The equivalent of the composite currency in United States
dollars shall be calculated by aggregating the United States dollar equivalents
of the Component Currencies. The United States dollar equivalent of each of the
Component Currencies shall be determined by the Exchange Rate Agent on the basis
of the most recently available Market Exchange Rate for each such Component
Currency, or as otherwise specified on the face hereof.

                  If the official unit of any Component Currency is altered by
way of combination or subdivision, the number of units of the currency as a
Component Currency shall be divided or multiplied in the same proportion. If two
or more Component Currencies are consolidated into a single currency, the
amounts of those currencies as Component Currencies shall be replaced by an
amount in such single currency equal to the sum of the amounts of the
consolidated Component Currencies expressed in such single currency. If any
Component Currency is divided into two or more currencies, the amount of the
original Component Currency shall be replaced by the amounts of such two or more
currencies, the sum of which shall be equal to the amount of the original
Component Currency.

                  All determinations referred to above made by the Exchange Rate
Agent shall be at its sole discretion and shall, in the absence of manifest
error, be conclusive for all purposes and binding on the holder of this Note.

                  Reference is hereby made to the further provisions of this
Note set forth on the reverse hereof and, if so specified above on the face
hereof, in the Addendum hereto, which further provisions shall have the same
force and effect as if set forth on the face hereof.

                  Notwithstanding any provisions to the contrary contained
herein, if the face of this Note specifies that an Addendum is attached hereto
or that "Other/Additional Provisions" apply to this Note, this Note shall be
subject to the terms set forth in such Addendum or such "Other/Additional
Provisions".


                                      A-5
<PAGE>


                  Unless the Certificate of Authentication hereon has been
executed by the Trustee or its Authenticating Agent by manual signature, this
Note shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

                  IN WITNESS WHEREOF, AvalonBay Communities, Inc. has caused
this Note to be duly executed under its corporate seal.



Dated:                               AVALONBAY COMMUNITIES, INC.
      ---------------

                                     By:
                                        ----------------------------------------
                                          Richard L. Michaux
                                          President and Chief Executive Officer

[Corporate Seal]

Attest:


------------------------------------
         Edward M. Schulman
         Secretary

                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION:

         This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.

                                            STATE STREET BANK AND TRUST COMPANY,
                                            as Trustee

Dated:                                      By
      ---------------                         ----------------------------------
                                                 Robert J. Dunn
                                                 Vice President


                                      A-6
<PAGE>


                                [Reverse Of Note]

                           AVALONBAY COMMUNITIES, INC.
                                MEDIUM-TERM NOTE
                                 (Floating Rate)

                  This Note is one of a duly authorized series of Securities
(the "Securities") of the Company issued and to be issued under an Indenture,
dated as of January 16, 1998, as amended and supplemented by the First
Supplemental Indenture dated as of January 20, 1998, the Second Supplemental
Indenture dated July 7, 1998 and the Amended and Restated Third Supplemental
Indenture dated July 10, 2000, as further amended, modified or supplemented from
time to time (the "Indenture"), between the Company and State Street Bank and
Trust Company, as Trustee (the "Trustee," which term includes any successor
trustee under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the holders of the Securities, and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Note is one of
the series of Securities designated as "Medium-Term Notes Due Nine Months or
More from Date of Issue" (the "Notes"). All terms used but not defined in this
Note or in an Addendum hereto shall have the meanings assigned to such terms in
the Indenture or on the face hereof, as the case may be.

                  This Note is issuable only in registered form without coupons
in minimum denominations of U.S. $1,000 and integral multiples thereof or the
minimum Authorized Denomination specified on the face hereof.

                  This Note will not be subject to any sinking fund and, unless
otherwise specified on the face hereof in accordance with the provisions of the
following two paragraphs, will not be redeemable or repayable prior to the
Stated Maturity Date.

                  This Note will be subject to redemption at the option of the
Company on any date on and after the Initial Redemption Date, if any, specified
on the face hereof, in whole or from time to time in part in increments of U.S.
$1,000 or the minimum Authorized Denomination (provided that any remaining
principal amount hereof shall be at least U.S. $1,000 or such minimum Authorized
Denomination), at the Redemption Price (as defined below), together with unpaid
interest accrued thereon to the date fixed for redemption (each, a "Redemption
Date"), on notice given not more than 60 nor less than 30 calendar days prior to
the Redemption Date and in accordance with the provisions of the Indenture. The
"Redemption Price" shall initially be the Initial Redemption Percentage
specified on the face hereof multiplied by the unpaid principal amount of this
Note to be redeemed. The Initial Redemption Percentage shall decline at each
anniversary of the Initial Redemption Date by the Annual Redemption Percentage
Reduction, if any, specified on the face hereof until the Redemption Price is
100% of the unpaid principal amount to be redeemed. In the event of redemption
of this Note in part only, a new Note of like tenor for the unredeemed portion
hereof and otherwise having the same terms as this Note shall be issued in the
name of the holder hereof upon the presentation and surrender hereof.

                  This Note will be subject to repayment by the Company at the
option of the holder hereof on the Optional Repayment Date(s), if any, specified
on the face hereof, in whole or in part in increments of U.S. $1,000 or the
minimum Authorized Denomination (provided that any remaining principal amount
hereof shall be at least U.S. $1,000 or such minimum Authorized Denomination),
at a repayment price equal to 100% of the unpaid principal amount to be repaid,
together with unpaid interest accrued thereon to the date fixed for repayment
(each, a "Repayment Date"). For this Note to be repaid, the Trustee must receive
at its office in the Borough of Manhattan, The City of New York, referred to on
the face hereof, at least 30 days but not more than 60 days prior to the
Repayment Date (i) this Note and the form hereon entitled "Option to Elect
Repayment" duly completed or (ii) a telegram, telex, facsimile transmission, or
a letter from a member of a national securities exchange or the National
Association of Securities Dealers, Inc. or a commercial bank or trust company in
the United States setting forth the name of the holder


                                      A-7
<PAGE>


hereof, the principal amount of this Note, the principal amount of this Note to
be repaid, the certificate number or a description of the tenor and terms of
this Note, a statement that the option to elect repayment is being exercised
thereby, and a guarantee that this Note, together with the form hereon entitled
"Option to Elect Repayment" duly completed, will be received by the Trustee not
later than the fifth Business Day after the date of such telegram, telex,
facsimile transmission or letter, provided that such telegram, telex, facsimile
transmission or letter shall only be effective if this Note and duly completed
form are received by the Trustee by such fifth Business Day. Exercise of such
repayment option by the holder hereof will be irrevocable. In the event of
repayment of this Note in part only, a new Note of like tenor for the unrepaid
portion hereof and otherwise having the same terms as this Note shall be issued
in the name of the holder hereof upon the presentation and surrender hereof.

                  If this Note is an Original Issue Discount Note as specified
on the face hereof, the amount payable to the holder of this Note in the event
of redemption, repayment or acceleration of maturity of this Note will be equal
to the sum of (i) the Issue Price specified on the face hereof (increased by any
accruals of the Discount, as defined below) and, in the event of any redemption
of this Note (if applicable), multiplied by the Initial Redemption Percentage
(as adjusted by the Annual Redemption Percentage Reduction, if applicable) and
(ii) any unpaid interest on this Note accrued from the Original Issue Date to
the Redemption Date, Repayment Date or date of acceleration of maturity, as the
case may be. The difference between the Issue Price and 100% of the principal
amount of this Note is referred to herein as the "Discount."

                  For purposes of determining the amount of Discount that has
accrued as of any Redemption Date, Repayment Date or date of acceleration of
maturity of this Note, such Discount will be accrued using a constant yield
method. The constant yield will be calculated using a 30-day month, 360-day year
convention, a compounding period that, except for the Initial Period (as defined
below), corresponds to the shortest period between Interest Payment Dates (with
ratable accruals within a compounding period), a coupon rate equal to the
initial coupon rate applicable to this Note and an assumption that the maturity
of this Note will not be accelerated. If the period from the Original Issue Date
to the initial Interest Payment Date (the "Initial Period") is shorter than the
compounding period for this Note, a proportionate amount of the yield for an
entire compounding period will be accrued. If the Initial Period is longer than
the compounding period, then such period will be divided into a regular
compounding period and a short period, with the short period being treated as
provided in the preceding sentence.

                  The interest rate borne by this Note will be determined as
follows:

                  (i) Unless the Interest Category of this Note is specified on
the face hereof as a "Floating Rate/Fixed Rate Note" or an "Inverse Floating
Rate Note" or as otherwise specified as Other/Additional Provisions on the face
hereof or in an Addendum hereto, this Note shall be designated as a "Regular
Floating Rate Note" and, except as set forth below or specified on the face
hereof or in an Addendum hereto, shall bear interest at the rate determined by
reference to the applicable Interest Rate Basis or Bases (a) plus or minus the
Spread, if any, and/or (b) multiplied by the Spread Multiplier, if any, in each
case as specified on the face hereof.

                  Commencing on the Initial Interest Reset Date, the rate at
which interest on this Note shall be payable shall be reset as of each Interest
Reset Date specified on the face hereof; provided, however, that the interest
rate in effect for the period, if any, from the Original Issue Date to the
Initial Interest Reset Date shall be the Initial Interest Rate.

                  (ii) If the Interest Category of this Note is specified on the
face hereof as a "Floating Rate/Fixed Rate Note", then, except as set forth
below or specified on the face hereof or in an Addendum hereto, this Note shall
bear interest at the rate determined by reference to the applicable Interest
Rate Basis or Bases (a) plus or minus the Spread, if any, and/or (b) multiplied
by the Spread Multiplier, if any. Commencing on the Initial Interest Reset Date,
the rate at which interest on this Note shall be payable shall be reset as of
each Interest Reset Date; provided, however, that (y) the interest rate in
effect for the period, if any, from the Original Issue Date to the Initial
Interest Reset Date shall be the Initial Interest Rate and (z) the interest rate
in effect for the period commencing on the Fixed Rate Commencement


                                      A-8
<PAGE>


Date specified on the face hereof to the Maturity Date shall be the Fixed
Interest Rate specified on the face hereof or, if no such Fixed Interest Rate is
specified, the interest rate in effect hereon on the day immediately preceding
the Fixed Rate Commencement Date.

                  (iii) If the Interest Category of this Note is specified on
the face hereof as an "Inverse Floating Rate Note," then, except as set forth
below or specified on the face hereof or in an Addendum hereto, this Note shall
bear interest at the Fixed Interest Rate minus the rate determined by reference
to the applicable Interest Rate Basis or Bases (a) plus or minus the Spread, if
any, and/or (b) multiplied by the Spread Multiplier, if any; provided, however,
that, unless otherwise specified on the face hereof or in an Addendum hereto,
the interest rate hereon shall not be less than zero. Commencing on the Initial
Interest Reset Date, the rate at which interest on this Note shall be payable
shall be reset as of each Interest Reset Date; provided, however, that the
interest rate in effect for the period, if any, from the Original Issue Date to
the Initial Interest Reset Date shall be the Initial Interest Rate.

                  Except as set forth above or specified on the face hereof or
in an Addendum hereto, the interest rate in effect on each day shall be (i) if
such day is an Interest Reset Date, the interest rate determined as of the
Interest Determination Date (as defined below) immediately preceding such
Interest Reset Date or (ii) if such day is not an Interest Reset Date, the
interest rate determined as of the Interest Determination Date immediately
preceding the most recent Interest Reset Date. If any Interest Reset Date would
otherwise be a day that is not a Business Day, such Interest Reset Date shall be
postponed to the next succeeding Business Day, except that if LIBOR is an
applicable Interest Rate Basis and such Business Day falls in the next
succeeding calendar month, such Interest Reset Date shall be the immediately
preceding Business Day. In addition, if the Treasury Rate is an applicable
Interest Rate Basis and the Interest Determination Date would otherwise fall on
an Interest Reset Date, then such Interest Reset Date will be postponed to the
next succeeding Business Day.

                  The interest rate applicable to each Interest Reset Period
commencing on the related Interest Reset Date will be determined by the
Calculation Agent as of the applicable Interest Determination Date and will be
calculated by the Calculation Agent on or prior to the Calculation Date (as
defined below), except with respect to LIBOR and the Eleventh District Cost of
Funds Rate, which will be calculated on such Interest Determination Date. The
"Interest Determination Date" with respect to the CD Rate, the CMT Rate, the
Commercial Paper Rate, the Federal Funds Rate and the Prime Rate will be the
second Business Day immediately preceding the applicable Interest Reset Date;
the "Interest Determination Date" with respect to the Eleventh District Cost of
Funds Rate shall be the last business day of the month immediately preceding the
applicable Interest Reset Date on which the Federal Home Loan Bank of San
Francisco (the "FHLB of San Francisco") publishes the Index (as defined below);
and the "Interest Determination Date" with respect to LIBOR shall be the second
London Business Day immediately preceding the applicable Interest Reset Date,
unless the Index Currency is British pounds sterling, in which case the
"Interest Determination Date" will be the applicable Interest Reset Date. The
"Interest Determination Date", with respect to the Treasury Rate shall be the
day in the week in which the applicable Interest Reset Date falls on which day
Treasury Bills (as defined below) are normally auctioned (Treasury Bills are
normally sold at an auction held on Monday of each week, unless that day is a
legal holiday, in which case the auction is normally held on the following
Tuesday, except that such auction may be held on the preceding Friday);
provided, however, that if an auction is held on the Friday of the week
preceding the applicable Interest Reset Date, the "Interest Determination Date"
shall be such preceding Friday. If the interest rate of this Note is determined
with reference to two or more Interest Rate Bases specified on the face hereof,
the "Interest Determination Date" pertaining to this Note shall be the most
recent Business Day which is at least two Business Days prior to the applicable
Interest Reset Date on which each Interest Rate Basis is determinable. Each
Interest Rate Basis shall be determined as of such date, and the applicable
interest rate shall take effect on the applicable Interest Reset Date.

                  Unless otherwise specified on the face hereof or in an
Addendum hereto, the rate with respect to each Interest Rate Basis will be
determined in accordance with the following provisions:

                  CD RATE. If an Interest Rate Basis for this Note is specified
on the face hereof as the CD Rate, the CD Rate shall be determined as of the
applicable Interest Determination Date (a "CD Rate Interest Determination Date")
as the rate on such date for negotiable United States dollar certificates of


                                      A-9
<PAGE>


deposit having the Index Maturity specified on the face hereof as published by
the Board of Governors of the Federal Reserve System in "Statistical Release
H.15(519), Selected Interest Rates" or any successor publication ("H.15(519)")
under the heading "CDS (Secondary Market)," or, if not published by 3:00 P.M.,
New York City time, on the related Calculation Date, the rate on such CD Rate
Interest Determination Date for negotiable United States dollar certificates of
deposit of the Index Maturity as published by the Federal Reserve Bank of New
York in its daily statistical release "Composite 3:30 P.M. Quotations for United
States Government Securities" or any successor publication ("Composite
Quotations") under the heading "Certificates of Deposit." If such rate is not
yet published in either H.15(519) or Composite Quotations by 3:00 P.M., New York
City time, on the related Calculation Date, then the CD Rate on such CD Rate
Interest Determination Date will be calculated by the Calculation Agent
specified on the face hereof and will be the arithmetic mean of the secondary
market offered rates as of 10:00 A.M., New York City time, on such CD Rate
Interest Determination Date, of three leading nonbank dealers in negotiable
United States dollar certificates of deposit in The City of New York selected by
the Calculation Agent for negotiable United States dollar certificates of
deposit of major United States money center banks in the market for negotiable
United States dollar certificates of deposit with a remaining maturity closest
to the Index Maturity in an amount that is representative for a single
transaction in that market at that time; provided, however, that if the dealers
so selected by the Calculation Agent are not quoting as mentioned in this
sentence, the CD Rate determined as of such CD Rate Interest Determination Date
will be the CD Rate in effect on such CD Rate Interest Determination Date.

                  CMT RATE. If an Interest Rate Basis for this Note is specified
on the face hereof as the CMT Rate, the CMT Rate shall be determined as of the
applicable Interest Determination Date (a "CMT Rate Interest Determination
Date") as the rate displayed on the Designated CMT Telerate Page (as defined
below) under the caption ". . . Treasury Constant Maturities . . . Federal
Reserve Board Release H.15 . . . Mondays Approximately 3:45 P.M.," under the
column for the Designated CMT Maturity Index (as defined below) for (i) if the
Designated CMT Telerate Page is 7055, the rate on such CMT Rate Interest
Determination Date and (ii) if the Designated CMT Telerate Page is 7052, the
weekly or monthly average, as specified on the face hereof, for the week or
month, as applicable, ended immediately preceding the week or month, as
applicable, in which the related CMT Rate Interest Determination Date occurs. If
such rate is no longer displayed on the relevant page or is not displayed by
3:00 P.M., New York City time, on the related Calculation Date, then the CMT
Rate for such CMT Rate Interest Determination Date will be such treasury
constant maturity rate for the Designated CMT Maturity Index as published in
H.15(519). If such rate is no longer published or is not published by 3:00 P.M.,
New York City time, on the related Calculation Date, then the CMT Rate on such
CMT Rate Interest Determination Date will be such treasury constant maturity
rate for the Designated CMT Maturity Index (or other United States Treasury rate
for the Designated CMT Maturity Index) for the CMT Rate Interest Determination
Date with respect to such Interest Reset Date as may then be published by either
the Board of Governors of the Federal Reserve System or the United States
Department of the Treasury that the Calculation Agent determines to be
comparable to the rate formerly displayed on the Designated CMT Telerate Page
and published in H.15(519). If such information is not provided by 3:00 P.M.,
New York City time, on the related Calculation Date, then the CMT Rate on the
CMT Rate Interest Determination Date will be calculated by the Calculation Agent
and will be a yield to maturity, based on the arithmetic mean of the secondary
market closing offer side prices as of approximately 3:30 P.M., New York City
time, on such CMT Rate Interest Determination Date reported, according to their
written records, by three leading primary United States government securities
dealers (each, a "Reference Dealer") in The City of New York selected by the
Calculation Agent (from five such Reference Dealers selected by the Calculation
Agent and eliminating the highest quotation (or, in the event of equality, one
of the highest) and the lowest quotation (or, in the event of equality, one of
the


                                      A-10
<PAGE>


lowest)), for the most recently issued direct noncallable fixed rate obligations
of the United States ("Treasury Notes") with an original maturity of
approximately the Designated CMT Maturity Index and a remaining term to maturity
of not less than such Designated CMT Maturity Index minus one year. If the
Calculation Agent is unable to obtain three such Treasury Note quotations, the
CMT Rate on such CMT Rate Interest Determination Date will be calculated by the
Calculation Agent and will be a yield to maturity based on the arithmetic mean
of the secondary market offer side prices as of approximately 3:30 P.M., New
York City time, on such CMT Rate Interest Determination Date of three Reference
Dealers in The City of New York (from five such Reference Dealers selected by
the Calculation Agent and eliminating the highest quotation (or, in the event of
equality, one of the highest) and the lowest quotation (or, in the event of
equality, one of the lowest)), for Treasury Notes with an original maturity of
the number of years that is the next highest to the Designated CMT Maturity
Index and a remaining term to maturity closest to the Designated CMT Maturity
Index and in an amount of at least U.S.$100 million. If three or four (and not
five) of such Reference Dealers are quoting as described above, then the CMT
Rate will be based on the arithmetic mean of the offer prices obtained and
neither the highest nor the lowest of such quotes will be eliminated; provided,
however, that if fewer than three Reference Dealers selected by the Calculation
Agent are quoting as mentioned herein, the CMT Rate determined as of such CMT
Rate Interest Determination Date will be the CMT Rate in effect on such CMT Rate
Interest Determination Date. If two Treasury Notes with an original maturity as
described in the second preceding sentence have remaining terms to maturity
equally close to the Designated CMT Maturity Index, the Calculation Agent will
obtain quotations for the Treasury Note with the shorter remaining term to
maturity and will use such quotations to calculate the CMT Rate as set forth
above.

                  "Designated CMT Telerate Page" means the display on the Dow
Jones Telerate Service (or any successor service) on the page specified on the
face hereof (or any other page as may replace such page on that service (or any
successor service) for the purpose of displaying Treasury Constant Maturities as
reported in H.15(519)). If no such page is specified on the face hereof, the
Designated CMT Telerate Page shall be 7052, for the most recent week.

                  "Designated CMT Maturity Index" means the original period to
maturity of the United States Treasury securities (either one, two, three, five,
seven, 10, 20 or 30 years) specified on the face hereof with respect to which
the CMT Rate will be calculated. If no such maturity is specified on the face
hereof, the Designated CMT Maturity Index shall be two years.

                  COMMERCIAL PAPER RATE. If an Interest Rate Basis for this Note
is specified on the face hereof as the Commercial Paper Rate, the Commercial
Paper Rate shall be determined as of the applicable Interest Determination Date
(a "Commercial Paper Rate Interest Determination Date") as the Money Market
Yield (as defined below) on such date of the rate for commercial paper having
the Index Maturity as published in H.15(519) under the heading "Commercial Paper
- NonFinancial."

                   In the event that such rate is not published by 3:00 P.M.,
New York City time, on the related Calculation Date, then the Commercial Paper
Rate on such Commercial Paper Rate Interest Determination Date will be the Money
Market Yield of the rate or commercial paper having the Index Maturity as
published in Composite Quotations under the heading "Commercial Paper" (with an
Index Maturity of one month or three months being deemed to be equivalent to an
Index Maturity of 30 days or 90 days, respectively). If such rate is not yet
published in either H.l5(519) or Composite Quotations by 3:00 P.M., New York
City time, on the related Calculation Date, then the Commercial Paper Rate on
such Commercial Paper Rate Interest Determination Date will be calculated by the
Calculation Agent and shall be the Money Market Yield of the arithmetic mean of
the offered rates at approximately 11:00 A.M., New York City time, on such
Commercial Paper Rate Interest Determination Date of three leading dealers of
commercial paper in The City of New York selected by the Calculation Agent for
commercial paper having the Index Maturity placed for an industrial issuer whose
bond rating is "AAA," or the equivalent, from a nationally recognized
statistical rating organization; provided, however, that if the dealers so
selected by the Calculation Agent are not quoting as mentioned in this sentence,
the Commercial Paper Rate determined as of such Commercial Paper Rate Interest
Determination Date will be the Commercial Paper Rate in effect on such
Commercial Paper Rate Interest Determination Date.

                  "Money Market Yield" means a yield (expressed as a percentage)
calculated in accordance with the following formula:

                  Money Market Yield =          D X 360                 x 100
                                            ------------------
                                                 360 - (D x M)

where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount basis and expressed as a decimal, and "M" refers to the actual
number of days in the Interest Period for which interest is being calculated.


                                      A-11

<PAGE>


                  ELEVENTH DISTRICT COST OF FUNDS RATE. If an Interest Rate
Basis for this Note is specified on the face hereof as the Eleventh District
Cost of Funds Rate, the Eleventh District Cost of Funds Rate shall be determined
as of the applicable Interest Determination Date (an "Eleventh District Cost of
Funds Rate Interest Determination Date") as the rate equal to the monthly
weighted average cost of funds for the calendar month immediately preceding the
month in which such Eleventh District Cost of Funds Rate Interest Determination
Date falls, as set forth under the caption "llth District" on Telerate Page 7058
as of 11:00 A.M., San Francisco time, on such Eleventh District Cost of Funds
Rate Interest Determination Date. If such rate does not appear on Telerate Page
7058 on such Eleventh District Cost of Funds Rate Interest Determination Date,
then the Eleventh District Cost of Funds Rate on such Eleventh District Cost of
Funds Rate Interest Determination Date shall be the monthly weighted average
cost of funds paid by member institutions of the Eleventh Federal Home Loan Bank
District that was most recently announced (the "Index") by the FHLB of San
Francisco as such cost of funds for the calendar month immediately preceding
such Eleventh District Cost of Funds Rate Interest Determination Date. If the
FHLB of San Francisco fails to announce the Index on or prior to such Eleventh
District Cost of Funds Rate Interest Determination Date for the calendar month
immediately preceding such Eleventh District Cost of Funds Rate Interest
Determination Date, the Eleventh District Cost of Funds Rate determined as of
such Eleventh District Cost of Funds Rate Interest Determination Date will be
the Eleventh District Cost of Funds Rate in effect on such Eleventh District
Cost of Funds Rate Interest Determination Date.

                  FEDERAL FUNDS RATE. If an Interest Rate Basis for this Note is
specified on the face hereof as the Federal Funds Rate, the Federal Funds Rate
shall be determined as of the applicable Interest Determination Date (a "Federal
Funds Rate Interest Determination Date") as the rate on such date for United
States dollar federal funds as published in H.15(519) under the heading "Federal
Funds (Effective)" or, if not published by 3:00 P.M., New York City time, on the
Calculation Date, the rate on such Federal Funds Rate Interest Determination
Date as published in Composite Quotations under the heading "Federal
Funds/Effective Rate." If such rate is not published in either H.15(519) or
Composite Quotations by 3:00 P.M., New York City time, on the related
Calculation Date, then the Federal Funds Rate on such Federal Funds Interest
Determination Date shall be calculated by the Calculation Agent and will be the
arithmetic mean of the rates for the last transaction in overnight United States
dollar federal funds arranged by three leading brokers of federal funds
transactions in The City of New York selected by the Calculation Agent, prior to
9:00 A.M., New York City time, on such Federal Funds Rate Interest Determination
Date; provided, however, that if the brokers so selected by the Calculation
Agent are not quoting as mentioned in this sentence, the Federal Funds Rate
determined as of such Federal Funds Rate Interest Determination Date will be the
Federal Funds Rate in effect on such Federal Funds Rate Interest Determination
Date.

                  LIBOR. If an Interest Rate Basis for this Note is specified on
the face hereof as LIBOR, LIBOR shall be determined by the Calculation Agent as
of the applicable Interest Determination Date (a "LIBOR Interest Determination
Date") in accordance with the following provisions:

                           (i) if (a) "LIBOR Reuters" is specified on the face
         hereof, the arithmetic mean of the offered rates (unless the Designated
         LIBOR Page (as defined below) by its terms provides only for a single
         rate, in which case such single rate will be used) for deposits in the
         Index Currency having the Index Maturity, commencing on the applicable
         Interest Reset Date, that appear (or, if only a single rate is required
         as aforesaid, appears) on the Designated LIBOR Page (as defined below)
         as of 11:00 A.M., London time, on such LIBOR Interest Determination
         Date, or (b) "LIBOR Telerate" is specified on the face hereof, or if
         neither "LIBOR Reuters" nor "LIBOR Telerate" is specified on the face
         hereof as the method for calculating LIBOR, the rate for deposits in
         the Index Currency having the Index Maturity, commencing on such
         Interest Reset Date, that appears on the Designated LIBOR Page as of
         11:00 A.M., London time, on such LIBOR Interest Determination Date. If
         fewer than two such offered rates appear, or if no such rate appears,
         as applicable, LIBOR on such LIBOR Interest Determination Date shall be
         determined in accordance with the provisions described in clause (ii)
         below.

                           (ii) With respect to a LIBOR Interest Determination
         Date on which fewer than two offered rates appear, or no rate appears,
         as the case may be, on the Designated LIBOR Page as specified in clause
         (i) above, the Calculation Agent shall request the principal London


                                      A-12
<PAGE>


         offices of each of four major reference banks in the London interbank
         market, as selected by the Calculation Agent, to provide the
         Calculation Agent with its offered quotation for deposits in the Index
         Currency for the period of the Index Maturity, commencing on the
         applicable Interest Reset Date, to prime banks in the London interbank
         market at approximately 11:00 A.M., London time, on such LIBOR Interest
         Determination Date and in a principal amount that is representative for
         a single transaction in such Index Currency in such market at such
         time. If at least two such quotations are so provided, then LIBOR on
         such LIBOR Interest Determination Date will be the arithmetic mean of
         such quotations. If fewer than two such quotations are so provided,
         then LIBOR on such LIBOR Interest Determination Date will be the
         arithmetic mean of the rates quoted at approximately 11:00 A.M., in the
         applicable Principal Financial Center, on such LIBOR Interest
         Determination Date by three major banks in such Principal Financial
         Center selected by the Calculation Agent for loans in the Index
         Currency to leading European banks, having the Index Maturity and in a
         principal amount that is representative for a single transaction in
         such Index Currency in such market at such time; provided, however,
         that if the banks so selected by the Calculation Agent are not quoting
         as mentioned in this sentence, LIBOR determined as of such LIBOR
         Interest Determination Date shall be LIBOR in effect on such LIBOR
         Interest Determination Date.

                  "Index Currency" means the currency or composite currency
specified on the face hereof as to which LIBOR shall be calculated. If no such
currency or composite currency is specified on the face hereof, the Index
Currency shall be United States dollars.

                  "Designated LIBOR Page" means (a) if "LIBOR Reuters" is
specified on the face hereof, the display on the Reuter Monitor Money Rates
Service (or any successor service) on the page specified on the face hereof (or
any other page as may replace such page on such service (or any successor
service)), for the purpose of displaying the London interbank rates of major
banks for the Index Currency, or (b) if "LIBOR Telerate" is specified on the
face hereof or neither "LIBOR Reuters" nor "LIBOR Telerate" is specified on the
face hereof as the method for calculating LIBOR, the display on the Dow Jones
Telerate Service (or any successor service) on the page specified on the face
hereof (or any other page as may replace such page on such service (or any
successor service)), for the purpose of displaying the London interbank rates of
major banks for the applicable Index Currency.

                  PRIME RATE. If an Interest Rate Basis for this Note is
specified on the face hereto as the Prime Rate, the Prime Rate shall be
determined as of the applicable Interest Determination Date (a "Prime Rate
Interest Determination Date") as the rate on such date as such rate is published
in H.15(519) under the heading "Bank Prime Loan." If such rate is not published
prior to 3:00 P.M., New York City time, on the related Calculation Date, then
the Prime Rate shall be the arithmetic mean of the rates of interest publicly
announced by each bank that appears on the Reuters Screen USPRIME1 Page (as
defined below) as such bank's prime rate or base lending rate as in effect for
such Prime Rate Interest Determination Date. If fewer than four such rates
appear on the Reuters Screen USPRIME1 Page for such Prime Rate Interest
Determination Date, then the Prime Rate shall be the arithmetic mean of the
prime rates quoted on the basis of the actual number of days in the year divided
by a 360-day year as of the close of business on such Prime Rate Interest
Determination Date by four major money center banks in The City of New York
selected by the Calculation Agent. If fewer than four such quotations are so
provided, the Prime Rate shall be the arithmetic mean of four prime rates quoted
on the basis of the actual number of days in the year divided by a 360-day year
as of the close of business on such Prime Rate Interest Determination Date as
furnished in The City of New York by the major money center banks, if any, that
have provided such quotations and by a reasonable number of substitute banks or
trust companies to obtain four such prime rate quotations, provided such
substitute banks or trust companies are organized and doing business under the
laws of the United States, or any State thereof, each having total equity
capital of at least U.S.$500 million and being subject to supervision or
examination by Federal or State authority, selected by the Calculation Agent to
provide such rate or rates; provided, however, that if the banks or trust
companies so selected by the Calculation Agent are not quoting as mentioned in
this sentence, the Prime Rate determined as of such Prime Rate Interest
Determination Date will be the Prime Rate in effect on such Prime Rate Interest
Determination Date.


                                      A-13
<PAGE>


                  "Reuters Screen USPRIME1 Page" means the display designated as
page "USPRIME1" on the Reuter Monitor Money Rates Service (or any successor
service) (or such other page as may replace the USPRIME1 page on such service
(or any successor service) for the purpose of displaying prime rates or base
lending rates of major United States banks).

                  TREASURY RATE. If an Interest Rate Basis for this Note is
specified on the face hereof as the Treasury Rate, the Treasury Rate shall be
determined as of the applicable Interest Determination Date (a "Treasury Rate
Interest Determination Date") as the rate from the auction held on such Treasury
Rate Interest Determination Date (the "Auction") of direct obligations of the
United States ("Treasury Bills") having the Index Maturity, as such rate is
published in H.15(519) under the heading "Treasury bills-auction average
(investment)" or, if not published by 3:00 P.M., New York City time, on the
related Calculation Date, the auction average rate of such Treasury Bills
(expressed as a bond equivalent on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) as otherwise announced by the United
States Department of the Treasury. In the event that the results of the Auction
of Treasury Bills having the Index Maturity are not reported as provided above
by 3:00 P.M., New York City time, on such Calculation Date, or if no such
Auction is held, then the Treasury Rate shall be calculated by the Calculation
Agent and shall be a yield to maturity (expressed as a bond equivalent on the
basis of a year of 365 or 366 days, as applicable, and applied on a daily basis)
of the arithmetic mean of the secondary market bid rates, as of approximately
3:30 P.M., New York City time, on such Treasury Rate Interest Determination
Date, of three leading primary United States government securities dealers
selected by the Calculation Agent, for the issue of Treasury Bills with a
remaining maturity closest to the Index Maturity; provided, however, that if the
dealers so selected by the Calculation Agent are not quoting as mentioned in
this sentence, the Treasury Rate determined as of such Treasury Rate Interest
Determination Date will be the Treasury Rate in effect on such Treasury Rate
Interest Determination Date.

                  Notwithstanding the foregoing, the interest rate hereon shall
not be greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, in each case as specified on the face hereof. The
interest rate on this Note will in no event be higher than the maximum rate
permitted by New York law, as the same may be modified by United States law of
general application.

                  The "Calculation Date", if applicable, pertaining to any
Interest Determination Date shall be the earlier of (i) the tenth calendar day
after such Interest Determination Date or, if such day is not a Business Day,
the next succeeding Business Day or (ii) the Business Day immediately preceding
the applicable Interest Payment Date or the Maturity Date, as the case may be.
At the request of the Holder hereof, the Calculation Agent will provide to the
Holder hereof the interest rate hereon then in effect and, if determined, the
interest rate that will become effective as a result of a determination made for
the next succeeding Interest Reset Date.

                  Accrued interest hereon shall be an amount calculated by
multiplying the principal amount hereof by an accrued interest factor. Such
accrued interest factor shall be computed by adding the interest factor
calculated for each day in the applicable Interest Period. Unless otherwise
specified as the Day Count Convention on the face hereof, the interest factor
for each such date shall be computed by dividing the interest rate applicable to
such day by 360 if the CD Rate, the Commercial Paper Rate, the Eleventh District
Cost of Funds Rate, the Federal Funds Rate, LIBOR or the Prime Rate is an
applicable Interest Rate Basis or by the actual number of days in the year if
the CMT Rate or the Treasury Rate is an applicable Interest Rate Basis. Unless
otherwise specified as the Day Count Convention on the face hereof, the interest
factor for this Note, if the interest rate is calculated with reference to two
or more Interest Rate Bases, shall be calculated in each period in the same
manner as if only the Applicable Interest Rate Basis specified on the face
hereof applied. All percentages resulting from any calculation on this Note
shall be rounded to the nearest one hundred-thousandth of a percentage point,
with five one-millionths of a percentage point rounded upwards (e.g., 5.876545%
(or .05876545) would be rounded to 5.87655% (or .0587655)), and all amounts used
in or resulting from such calculation on this Note shall be rounded, in the case
of United States dollars, to the nearest cent or, in the case of a Specified
Currency other than United States dollars or a composite currency, to the
nearest unit (with one-half cent or unit being rounded upwards).


                                      A-14
<PAGE>


                  If an Event of Default, as defined in the Indenture, shall
occur and be continuing, the principal of the Notes may be declared due and
payable in the manner and with the effect provided in the Indenture.

                  The Indenture contains provisions for defeasance of (i) the
entire indebtedness of the Notes or (ii) certain covenants and Events of Default
with respect to the Notes, in each case upon compliance with certain conditions
set forth therein, which provisions apply to the Notes.

                  The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the holders of the Securities at
any time by the Company and the Trustee with the consent of the holders of not
less than a majority of the aggregate principal amount of all Securities at the
time outstanding and affected thereby. The Indenture also contains provisions
permitting the holders of not less than a majority of the aggregate principal
amount of the outstanding Securities of any series, on behalf of the holders of
all such Securities, to waive compliance by the Company with certain provisions
of the Indenture. Furthermore, provisions in the Indenture permit the holders of
not less than a majority of the aggregate principal amount of the outstanding
Securities of any series, in certain instances, to waive, on behalf of all of
the holders of Securities of such series, certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the holder of
this Note shall be conclusive and binding upon such holder and upon all future
holders of this Note and other Notes issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Note.

                  No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay principal, premium, if any, and
interest in respect of this Note at the times, places and rate or formula, and
in the coin or currency, herein prescribed.

                  As provided in the Indenture and subject to certain
limitations therein and herein set forth, the transfer of this Note is
registrable in the Security Register of the Company upon surrender of this Note
for registration of transfer at the office or agency of the Company in any place
where the principal hereof and any premium or interest hereon are payable, duly
endorsed by, or accompanied by a written instrument of transfer, in form
satisfactory to the Company and the Security Registrar, duly executed by the
holder hereof or by his attorney duly authorized in writing, and thereupon one
or more new Notes, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.

                  As provided in the Indenture and subject to certain
limitations therein and herein set forth, this Note is exchangeable for a like
aggregate principal amount of Notes of different authorized denominations but
otherwise having the same terms and conditions, as requested by the holder
hereof surrendering the same.

                  No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

                  Prior to due presentment of this Note for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the holder in whose name this Note is registered as the owner thereof
for all purposes, whether or not this Note be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.

                  This Note and all documents, agreements, understandings and
arrangements relating to any transaction contemplated hereby or thereby have
been executed or entered into by the undersigned in his/her capacity as an
officer of the Company which has been formed as a Maryland corporation, and not
individually. No recourse under or upon any obligation, covenant or agreement
contained in the Indenture or in this Note, or because of any indebtedness
evidenced hereby or thereby, shall be had against any promoter, as such, or
against any past, present or future shareholder, officer or director, as


                                      A-15
<PAGE>


such, of the Company or of any successor, either directly or through the Company
or any successor, under any rule of law, statute or constitutional provision or
by the enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such liability being expressly waived and released by the
acceptance of this Note by the holder thereof and as part of the consideration
for the issue of this Note.

                  THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAWS.

                  Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Company has caused "CUSIP"
numbers to be printed on the Securities of this series as a convenience to the
holders of such Securities. No representation is made as to the correctness or
accuracy of such CUSIP numbers as printed on the Securities, and reliance may be
placed only on the other identification numbers printed hereon.

                                  ABBREVIATIONS

                  The  following abbreviations, when used in the inscription on
the face of this Note, shall be construed as though they were written out in
full according to applicable laws or regulations:

         TEN COM - as tenants in common
         TEN ENT - as tenants by the entireties
         JT TEN - as joint tenants with right of survivorship and not as tenants
         in common UNIF GIFT MIN ACT - __________ Custodian __________
                                         (Cust)               (Minor)

         Under Uniform Gifts to Minors Act _____________________
                                                  (State)

         Additional abbreviations may also be used though not in the above list.


                                      A-16
<PAGE>


================================================================================


                                 ASSIGNMENT FORM


                   FOR VALUE RECEIVED, the undersigned hereby
                     sell(s), assign(s) and transfer(s) unto


  PLEASE INSERT SOCIAL
  SECURITY OR OTHER IDENTIFYING
  NUMBER OF ASSIGNEE
---------------------------------
                                 ...............................................
---------------------------------


 ................................................................................

              (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING
                          POSTAL ZIP CODE OF ASSIGNEE)


this Note and all rights thereunder and hereby does irrevocably constitute and
appoint


 ........................................................................Attorney
to transfer this Note on the books of the within-named Company with
full power of substitution in the premises.


Dated:   ...............................            ............................
                                                              (SIGNATURE)

                                                     ...........................
                                                              (SIGNATURE)

                                                     ...........................
                                                              (SIGNATURE)

NOTICE: The signature(s) on this Assignment must correspond with the name(s) as
written on the first page of this Note in every particular, without alteration
or enlargement or any change whatsoever.


================================================================================


                                      A-17
<PAGE>


================================================================================


                            OPTION TO ELECT REPAYMENT

                  The undersigned hereby irrevocably request(s) and instruct(s)
the Company to repay this Note (or portion hereof specified below) pursuant to
its terms at a price equal to 100% of the principal amount to be repaid,
together with unpaid interest accrued hereon to the Repayment Date, to the
undersigned, at

 ................................................................................
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF THE
UNDERSIGNED)

                  For this Note to be repaid, the Trustee must receive at its
Corporate Trust Office in the Borough of Manhattan, The City of New York, this
Note with this "Option to Elect Repayment" form duly completed.

                  If less than the entire principal amount of this Note is to be
repaid, specify the portion hereof (which shall be increments of U.S. $1,000
(or, if the Specified Currency is other than United States dollars, the minimum
Authorized Denomination specified on the face hereof)) which the holder elects
to have repaid and specify the denomination or denominations (which shall be an
Authorized Denomination) of the Notes to be issued to the holder for the portion
of this Note not being repaid (in the absence of any such specification, one
such Note will be issued for the portion not being repaid).

Principal Amount to be Repaid:  $ ..............................


Dated:   ...............................            ............................
                                                            (SIGNATURE)

                                                     ...........................
                                                            (SIGNATURE)

                                                     ...........................
                                                            (SIGNATURE)


NOTICE: The signature(s) on this Option to Elect Repayment must correspond with
the name(s) as written upon the face of this Note in every particular, without
alteration or enlargement or any change whatsoever.


================================================================================


                                      A-18
<PAGE>


                                    EXHIBIT B

                             FORM OF FIXED RATE NOTE

                                 [Face of Note]

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (THE "DEPOSITARY") (55 WATER STREET, NEW YORK, NEW YORK) TO THE
ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.3

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING SET FORTH IN THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE
OF THE DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN
THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS AND UNTIL IT IS
EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT
BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.4

Registered No. FXR-__________                                 [PRINCIPAL AMOUNT]
CUSIP No: __________


                           AVALONBAY COMMUNITIES, INC.
                                MEDIUM-TERM NOTE
                                  (Fixed Rate)

<TABLE>
<S>                         <C>                            <C>

ORIGINAL ISSUE DATE:        INTEREST RATE: _____%          STATED MATURITY DATE:
INTEREST PAYMENT DATE(S)    DEFAULT RATE: _____%            ____________
____ and ____
Other:


INITIAL REDEMPTION          INITIAL REDEMPTION             ANNUAL REDEMPTION
DATE: ____________          PERCENTAGE: _____%             PERCENTAGE
                                                           REDUCTION: _____%

OPTIONAL REPAYMENT          CHECK IF AN ORIGINAL
DATE(S):____________        ISSUE DISCOUNT NOTE
                            Issue Price:       %

REPAYMENT PRICE:    %

SPECIFIED CURRENCY:         AUTHORIZED DENOMINATION:       EXCHANGE RATE
[  ] United States dollars  [  ] $1,000 and integral       AGENT:
[  ] Other:
</TABLE>


------------------------------
           3 This paragraph applies to global Notes only.
           4 This paragraph applies to global Notes only.


                                      A-19
<PAGE>


<TABLE>
<S>                         <C>                            <C>

                            multiples thereof
                            [  ]  Other:

EXCHANGE RATE:              ADDENDUM ATTACHED:             OTHER/ADDITIONAL
  U.S. $1.00 = ________     [  ] Yes                       PROVISIONS:
                            [  ] No
</TABLE>

                  AVALONBAY COMMUNITIES, INC., a corporation duly organized and
existing under the laws of Maryland (hereinafter referred to as the "Company,"
which term includes any successor entity under the Indenture hereinafter
referred to), for value received, hereby promises to pay to
_______________________, or registered assigns, the principal sum of
_____________________, on the Stated Maturity Date specified above (or any
Redemption Date or Repayment Date, each as defined on the reverse hereof) (each
such Stated Maturity Date, Redemption Date or Repayment Date being hereinafter
referred to as the "Maturity Date" with respect to the principal repayable on
such date) and to pay interest thereon, at the Interest Rate per annum specific
above, until the principal hereof is paid or duly made available for payment,
and (to the extent that the payment of such interest shall be legally
enforceable) at the Default Rate per annum specified above on any overdue
principal, premium and/or interest, including any overdue sinking fund or
redemption payment. The Company will pay interest in arrears on each Interest
Payment Date, if any, specified above (each, an "Interest Payment Date"),
commencing with the first Interest Payment Date next succeeding the Original
Issue Date specified above, and on the Maturity Date; provided, however, that if
the Original Issue Date occurs between a Record Date (as defined below) and the
next succeeding Interest Payment Date, interest payments will commence on the
second Interest Payment Date next succeeding the Original Issue Date to the
holder of this Note on the Record Date with respect to such second Interest
Payment Date. Interest on this Note will be computed on the basis of a 360-day
year of twelve 30-day months.

                  Interest on this Note will accrue from, and including, the
immediately preceding Interest Payment Date to which interest has been paid or
duly provided for (or from, and including, the Original Issue Date if no
interest has been paid or duly provided for) to, but excluding, the applicable
Interest Payment Date or the Maturity Date, as the case may be (each, an
"Interest Period"). The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, subject to certain exceptions
described herein, be paid to the person in whose name this Note (or one or more
predecessor Notes) is registered at the close of business on the fifteenth
calendar day (whether or not a Business Day, as defined below) immediately
preceding such Interest Payment Date (the "Record Date"); provided, however,
that interest payable on the Maturity Date will be payable to the person to whom
the principal hereto and premium, if any, hereon shall be payable. Any such
interest not so punctually paid or duly provided for ("Defaulted Interest") will
forthwith cease to be payable to the holder on any Record Date, and shall be
paid to the person in whose name this Note is registered at the close of
business on a special record date (the "Special Record Date") for the payment of
such Defaulted Interest to be fixed by the Trustee hereinafter referred to,
notice whereof shall be given to the holder of this Note by the Trustee not more
than 15 days and not less than 10 days prior to such Special Record Date or may
be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which this Note may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
for in the Indenture.

                  Payment of principal, premium, if any, and interest in respect
of this Note due on the Maturity Date or any prior date on which the principal
or an installment of principal of this Note becomes due and payable, whether by
the declaration of acceleration or otherwise, will be made in immediately
available funds upon presentation and surrender of this Note (and, with respect
to any applicable repayment of this Note, upon presentation and surrender of
this Note and a duly completed election form as contemplated on the reverse
hereof) at the office or agency maintained by the Company for that purpose in
the Borough of Manhattan, The City of New York, currently the office of the
Trustee; provided, however, that if the Specified Currency specified above is
other than United States dollars and such payment is to be made in the Specified
Currency in accordance with the provisions set forth below, such payment may be
made by wire transfer of immediately available funds to an account with a bank
designated by the holder hereof at least 15 calendar days prior to the Maturity
Date, provided that such bank has appropriate facilities therefor and that

                                      A-20
<PAGE>


this Note (and, if applicable, a duly completed repayment election form) is
presented and surrendered at the aforementioned office or agency maintained by
the Company in time for the Trustee to make such payment in such funds in
accordance with its normal procedures. Payment of interest due on any Interest
Payment Date other than the Maturity Date will be made at the aforementioned
office or agency maintained by the Company or, at the option of the Company, by
check mailed to the address of the person entitled thereto as such address shall
appear in the Security Register maintained by the Trustee; provided, however,
that a holder of U.S. $10,000,000 (or, if the Specified Currency is other than
United States dollars, the equivalent thereof in the Specified Currency) or more
in aggregate principal amount of Notes (whether having identical or different
terms and pro- visions) will be entitled to receive interest payments on any
Interest Payment Date other than the Maturity Date by wire transfer of
immediately available funds if appropriate wire transfer instructions have been
received in writing by the Trustee not less than 15 calendar days prior to such
Interest Payment Date. Any such wire transfer instructions received by the
Trustee shall remain in effect until revoked by such holder.

                  If any Interest Payment Date or the Maturity Date falls on a
day that is not a Business Day, the required payment of principal, premium, if
any, and/or interest shall be made on the next succeeding Business Day with the
same force and effect as if made on the date such payment was due, and no
interest shall accrue with respect to such payment for the period from and after
such Interest Payment Date or the Maturity Date, as the case may be, to the date
of such payment on the next succeeding Business Day.

                  As used herein, "Business Day" means any day, other than a
Saturday or Sunday, that is neither a legal holiday nor a day on which banking
institutions are authorized or required by law, regulation or executive order to
close in The City of New York, or Chicago; provided, however, that if the
Specified Currency is other than United States dollars, such day is also not a
day on which banking institutions are authorized or required by law, regulation
or executive order to close in the Principal Financial Center (as defined below)
of the country issuing the Specified Currency (or, if the Specified Currency is
European Currency Units ("ECU"), such day is not a day that appears as an ECU
no-settlement day on the display designated as "ISDE" on the Reuter Monitor
Money Rates Service (or a day so designated by the ECU Banking Association), or,
if ECU non-settlement days do not appear on that page (and are not so
designated), is not a day on which payments in ECU cannot be settled in the
international interbank market). Principal Financial Center means the capital
city of the country issuing the Specified Currency, except that with respect to
United States dollars, Australian dollars, Deutsche marks, Dutch guilders,
Italian lire, Swiss francs and ECU, the Principal Financial Center shall be The
City of New York, Sydney, Frankfurt, Amsterdam, Milan, Zurich and Luxembourg,
respectively.

                  The Company is obligated to make payments of principal,
premium, if any, and interest in respect of this Note in the Specified Currency
(or, if the Specified Currency is not at the time of such payment legal tender
for the payment of public and private debts, in such other coin or currency of
the country which issued the Specified Currency as at the time of such payment
is legal tender for the payment of such debts). If the Specified Currency is
other than United States dollars, except as provided below, any such amounts so
payable by the Company will be converted by the Exchange Rate Agent specified
above into United States dollars for payment to the holder of this Note.

                  If the Specified Currency is other than United States dollars,
the holder of this Note may elect to receive such amounts in such Specified
Currency. If the holder of this Note shall not have duly made an election to
receive all or a specified portion of any payment of principal, premium, if any,
and/or interest in respect of this Note in the Specified Currency, any United
States dollar amount to be received by the holder of this Note will be based on
the highest bid quotation in The City of New York received by the Exchange Rate
Agent at approximately 11:00 A.M., New York City time, on the second Business
Day preceding the applicable payment date from three recognized foreign exchange
dealers (one of whom may be the Exchange Rate Agent) selected by the Exchange
Rate Agent and approved by the Company for the purchase by the quoting dealer of
the Specified Currency for United States dollars for settlement on such payment
date in the aggregate amount of such Specified Currency payable to all holders
of Foreign Currency Notes scheduled to receive United States dollar payments and
at which the applicable dealer commits to execute a contract. All currency
exchange costs will be borne by the holder of this Note by


                                      A-21
<PAGE>


deductions from such payments. If three such bid quotations are not available,
payments on this Note will be made in the Specified Currency.

                  If the Specified Currency is other than United States dollars,
the holder of this Note may elect to receive all or a specified portion of any
payment of principal, premium, if any, and/or interest in respect of this Note
in the Specified Currency by submitting a written request for such payment to
the Trustee at its Corporate Trust Office in The City of New York on or prior to
the applicable Record Date or at least 15 calendar days prior to the Maturity
Date, as the case may be. Such written request may be mailed or hand delivered
or sent by cable, telex or other form of facsimile transmission. The holder of
this Note may elect to receive all or a specified portion of all future payments
in the Specified Currency in respect of such principal, premium, if any, and/or
interest and need not file a separate election for each payment. Such election
will remain in effect until revoked by written notice to the Trustee, but
written notice of any such revocation must be received by the Trustee on or
prior to the applicable Record Date or at least 15 calendar days prior to the
Maturity Date, as the case may be.

                  If the Specified Currency is other than United States dollars
or a composite currency and the holder of this Note shall have duly made an
election to receive all or a specified portion of any payment of principal,
premium, if any, and/or interest in respect of this Note in the Specified
Currency and if the Specified Currency is not available due to the imposition of
exchange controls or other circumstances beyond the reasonable control of the
Company, the Company will be entitled to satisfy its obligations to the holder
of this Note by making such payment in United States dollars on the basis of the
Market Exchange Rate (as defined below) on the second Business Day prior to such
payment date or, if such Market Exchange Rate is not then available, on the
basis of the most recently available Market Exchange Rate or as otherwise
specified on the face hereof. The "Market Exchange Rate" for the Specified
Currency means the noon dollar buying rate in The City of New York for cable
transfers for such Specified Currency as certified for customs purposes by (or
if not so certified, as otherwise determined by) the Federal Reserve Bank of New
York. Any payment made under such circumstances in United States dollars will
not constitute an Event of Default (as defined in the Indenture) with respect to
this Note.

                  If the Specified Currency is a composite currency and the
holder of this Note shall have duly made an election to receive all or a
specified portion of any payment of principal, premium, if any, and/or interest
in respect of this Note in the Specified Currency and if such composite currency
is unavailable due to the imposition of exchange controls or other circumstances
beyond the reasonable control of the Company, then the Company will be entitled
to satisfy its obligations to the holder of this Note by making such payment in
United States dollars. The amount of each payment in United States dollars shall
be computed by the Exchange Rate Agent on the basis of the equivalent of the
composite currency in United States dollars. The component currencies of the
composite currency for this purpose (collectively, the "Component Currencies"
and each, a "Component Currency") shall be the currency amounts that were
components of the composite currency as of the last day on which the composite
currency was used. The equivalent of the composite currency in United States
dollars shall be calculated by aggregating the United States dollar equivalents
of the Component Currencies. The United States dollar equivalent of each of the
Component Currencies shall be determined by the Exchange Rate Agent on the basis
of the most recently available Market Exchange Rate for each such Component
Currency, or as otherwise specified on the face hereof.

                  If the official unit of any Component Currency is altered by
way of combination or subdivision, the number of units of the currency as a
Component Currency shall be divided or multiplied in the same proportion. If two
or more Component Currencies are consolidated into a single currency, the
amounts of those currencies as Component Currencies shall be replaced by an
amount in such single currency equal to the sum of the amounts of the
consolidated Component Currencies expressed in such single currency. If any
Component Currency is divided into two or more currencies, the amount of the
original Component Currency shall be replaced by the amounts of such two or more
currencies, the sum of which shall be equal to the amount of the original
Component Currency.


                                      A-22
<PAGE>


                  All determinations referred to above made by the Exchange Rate
Agent shall be at its sole discretion and shall, in the absence of manifest
error, be conclusive for all purposes and binding on the holder of this Note.

                  Reference is hereby made to the further provisions of this
Note set forth on the reverse hereof and, if so specified above on the face
hereof, in the Addendum hereto, which further provisions shall have the same
force and effect as if set forth on the face hereof.

                  Notwithstanding any provisions to the contrary contained
herein, if the face of this Note specifies that an Addendum is attached hereto
or that "Other/Additional Provisions" apply to this Note, this Note shall be
subject to the terms set forth in such Addendum or such "Other/Additional
Provisions."

                  Unless the Certificate of Authentication hereon has been
executed by the Trustee or its Authenticating Agent by manual signature, this
Note shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

                  IN WITNESS WHEREOF, AvalonBay Communities, Inc. has caused
this Note to be duly executed under its corporate seal.

Dated:                                 AVALONBAY COMMUNITIES, INC.
      ------------------

                                       By:
                                          --------------------------------------
                                           Richard L. Michaux
                                           President and Chief Executive Officer




[Corporate Seal]

Attest:


-----------------------------------------
         Edward M. Schulman
         Secretary



                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION:

         This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.


                                            STATE STREET BANK AND TRUST COMPANY,
                                            as Trustee


Dated:                                      By
      ----------------                        ----------------------------------
                                                 Robert J. Dunn
                                                 Vice President


                                      A-23
<PAGE>


                                [Reverse of Note]

                           AVALONBAY COMMUNITIES, INC.
                                MEDIUM-TERM NOTE
                                  (Fixed Rate)

                  This Note is one of a duly authorized series of Securities
(the "Securities") of the Company issued and to be issued under an Indenture,
dated as of January 16, 1998, as amended and supplemented by the First
Supplemental Indenture dated as of January 20, 1998, the Second Supplemental
Indenture dated July 7, 1998 and the Amended and Restated Third Supplemental
Indenture dated July 10, 2000, as further amended, modified or supplemented from
time to time (the "Indenture"), between the Company and State Street Bank and
Trust Company, as Trustee (the "Trustee," which term includes any successor
trustee under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the holders of the Securities, and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Note is one of
the series of Securities designated as "Medium-Term Notes Due Nine Months or
More from Date of Issue" (the "Notes"). All terms used but not defined in this
Note or in an Addendum hereto shall have the meanings assigned to such terms in
the Indenture or on the face hereof, as the case may be.

                  This Note is issuable only in registered form without coupons
in minimum denominations of U.S. $1,000 and integral multiples thereof or the
minimum Authorized Denomination specified on the face hereof.

                  This Note will not be subject to any sinking fund and, unless
otherwise specified on the face hereof in accordance with the provisions of the
following two paragraphs, will not be redeemable or repayable prior to the
Stated Maturity Date.

                  This Note will be subject to redemption at the option of the
Company on any date on and after the Initial Redemption Date, if any, specified
on the face hereof, in whole or from time to time in part in increments of U.S.
$1,000 or the minimum Authorized Denomination (provided that any remaining
principal amount hereof shall be at least U.S. $1,000 or such minimum Authorized
Denomination), at the Redemption Price (as defined below), together with unpaid
interest accrued thereon to the date fixed for redemption (each, a "Redemption
Date"), on notice given not more than 60 nor less than 30 calendar days prior to
the Redemption Date and in accordance with the provisions of the Indenture. The
"Redemption Price" shall initially be the Initial Redemption Percentage
specified on the face hereof multiplied by the unpaid principal amount of this
Note to be redeemed. The Initial Redemption Percentage shall decline at each
anniversary of the Initial Redemption Date by the Annual Redemption Percentage
Reduction, if any, specified on the face hereof until the Redemption Price is
100% of the unpaid principal amount to be redeemed. In the event of redemption
of this Note in part only, a new Note of like tenor for the unredeemed portion
hereof and otherwise having the same terms as this Note shall be issued in the
name of the holder hereof upon the presentation and surrender hereof.

                  This Note will be subject to repayment by the Company at the
option of the holder hereof on the Optional Repayment Date(s), if any, specified
on the face hereof, in whole or in part in increments of U.S.$1,000 or the
minimum Authorized Denomination (provided that any remaining principal amount
hereof shall be at least U.S.$1,000 or such minimum Authorized Denomination), at
a repayment price equal to 100% of the unpaid principal amount to be repaid,
together with unpaid interest accrued thereon to the date fixed for repayment
(each, a "Repayment Date"). For this Note to be repaid, the Trustee must receive
at its office in the Borough of Manhattan, The City of New York, referred to on
the face hereof, at least 30 days but not more than 60 days prior to the
Repayment Date (i) this Note and the form hereon entitled "Option to Elect
Repayment" duly completed or (ii) a telegram, telex, facsimile transmission, or
a letter from a member of a national securities exchange or the National
Association of Securities Dealers, Inc. or a commercial bank or trust company in
the United States setting forth the name of the holder hereof, the principal
amount of this Note, the principal amount of this Note to be repaid, the
certificate number or a description of the tenor and terms of this Note, a
statement that the option to elect repayment is being exercised thereby, and


                                      A-24
<PAGE>


a guarantee that this Note, together with the form hereon entitled "Option to
Elect Repayment" duly completed, will be received by the Trustee not later than
the fifth Business Day after the date of such telegram, telex, facsimile
transmission or letter, provided that such telegram, telex, facsimile
transmission or letter shall only be effective if this Note and duly completed
form are received by the Trustee by such fifth Business Day. Exercise of such
repayment option by the holder hereof will be irrevocable. In the event of
repayment of this Note in part only, a new Note of like tenor for the unrepaid
portion hereof and otherwise having the same terms as this Note shall be issued
in the name of the holder hereof upon the presentation and surrender hereof.

                  If this Note is an Original Issue Discount Note as specified
on the face hereof, the amount payable to the holder of this Note in the event
of redemption, repayment or acceleration of maturity of this Note will be equal
to the sum of (i) the Issue Price specified on the face hereof (increased by any
accruals of the Discount, as defined below) and, in the event of any redemption
of this Note (if applicable), multiplied by the Initial Redemption Percentage
(as adjusted by the Annual Redemption Percentage Reduction, if applicable) and
(ii) any unpaid interest on this Note accrued from the Original Issue Date to
the Redemption Date, Repayment Date or date of acceleration of maturity, as the
case may be. The difference between the Issue Price and 100% of the principal
amount of this Note is referred to herein as the "Discount."

                  For purposes of determining the amount of Discount that has
accrued as of any Redemption Date, Repayment Date or date of acceleration of
maturity of this Note, such Discount will be accrued using a constant yield
method. The constant yield will be calculated using a 30-day month, 360-day year
convention, a compounding period that, except for the Initial Period (as defined
below), corresponds to the shortest period between Interest Payment Dates (with
ratable accruals within a compounding period), a coupon rate equal to the
initial coupon rate applicable to this Note and an assumption that the maturity
of this Note will not be accelerated. If the period from the Original Issue Date
to the initial Interest Payment Date (the "Initial Period") is shorter than the
compounding period for this Note, a proportionate amount of the yield for an
entire compounding-period will be accrued. If the Initial Period is longer than
the compounding period, then such period will be divided into a regular
compounding period and a short period, with the short period being treated as
provided in the preceding sentence.

                  If an Event of Default, as defined in the Indenture, shall
occur and be continuing, the principal of the Notes may be declared due and
payable in the manner and with the effect provided in the Indenture.

                  The Indenture contains provisions for defeasance of (i) the
entire indebtedness of the Notes or (ii) certain covenants and Events of Default
with respect to the Notes, in each case upon compliance with certain conditions
set forth therein, which provisions apply to the Notes.

                  The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the holders of the Securities at
any time by the Company and the Trustee with the consent of the holders of not
less than a majority of the aggregate principal amount of all Securities at the
time outstanding and affected thereby. The Indenture also contains provisions
permitting the holders of not less than a majority of the aggregate principal
amount of the outstanding Securities of any series, on behalf of the holders of
all such Securities, to waive compliance by the Company with certain provisions
of the Indenture. Furthermore, provisions in the Indenture permit the holders of
not less than a majority of the aggregate principal amount of the outstanding
Securities of any series, in certain instances, to waive, on behalf of all of
the holders of Securities of such series, certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the holder of
this Note shall be conclusive and binding upon such holder and upon all future
holders of this Note and other Notes issued upon the registration of transfer
hereof or in exchange heretofore or in lieu hereof, whether or not notation of
such consent or waiver is made upon this Note.

                  No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay principal, premium, if any, and
interest in respect of this Note at the times, places and rate or formula, and
in the coin or currency, herein prescribed.


                                      A-25
<PAGE>


                  As provided in the Indenture and subject to certain
limitations therein and herein set forth, the transfer of this Note is
registrable in the Security Register of the Company upon surrender of this Note
for registration of transfer at the office or agency of the Company in any place
where the principal hereof and any premium or interest hereon are payable, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar, duly executed by, the
holder hereof or by his attorney duly authorized in writing, and thereupon one
or more new Notes, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.

                  As provided in the Indenture and subject to certain
limitations therein and herein set forth, this Note is exchangeable for a like
aggregate principal amount of Notes of different authorized denominations but
otherwise having the same terms and conditions, as requested by the holder
hereof surrendering the same.

                  No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

                  Prior to due presentment of this Note for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the holder in whose name this Note is registered as the owner thereof
for all purposes, whether or not this Note be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.

                  This Note and all documents, agreements, understandings and
arrangements relating to any transaction contemplated hereby or thereby have
been executed or entered into by the undersigned in his/her capacity as an
officer of the Company which has been formed as a Maryland corporation, and not
individually. No recourse under or upon any obligation, covenant or agreement
contained in the Indenture or in this Note, or because of any indebtedness
evidenced hereby or thereby, shall be had against any promoter, as such, or
against any past, present or future shareholder, officer or director, as such,
of the Company or of any successor, either directly or through the Company or
any successor, under any rule of law, statute or constitutional provision or by
the enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such liability being expressly waived and released by the
acceptance of this Note by the holder thereof and as part of the consideration
for the issue of this Note.

                  THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAWS.

                  Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Company has caused "CUSIP"
numbers to be printed on the Securities of this series as a convenience to the
holders of such Securities. No representation is made as to the correctness or
accuracy of such CUSIP numbers as printed on the Securities, and reliance may be
placed only on the other identification numbers printed hereon.


                                      A-26
<PAGE>


                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of this Note, shall be construed as though they were written out in
full according to applicable laws or regulations:

         TEN COM - as tenants in common
         TEN ENT - as tenants by the entireties
         JT TEN - as joint tenants with right of survivorship and not as tenants
         in common UNIF GIFT MIN ACT - __________ Custodian __________
                                         (Cust)              (Minor)

         Under Uniform Gifts to Minors Act _____________________
                                                  (State)

         Additional abbreviations may also be used though not in the above list.


                                      A-27
<PAGE>


================================================================================


                                 ASSIGNMENT FORM


                   FOR VALUE RECEIVED, the undersigned hereby
                     sell(s), assign(s) and transfer(s) unto


  PLEASE INSERT SOCIAL
  SECURITY OR OTHER IDENTIFYING
  NUMBER OF ASSIGNEE
---------------------------------
                                 ...............................................
---------------------------------


 ................................................................................

              (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING
                          POSTAL ZIP CODE OF ASSIGNEE)


this Note and all rights thereunder and hereby does irrevocably constitute and
appoint


 ........................................................................Attorney
to transfer this Note on the books of the within-named Company with
full power of substitution in the premises.


Dated:   ...............................            ............................
                                                              (SIGNATURE)

                                                     ...........................
                                                              (SIGNATURE)

                                                     ...........................
                                                              (SIGNATURE)

NOTICE: The signature(s) on this Assignment must correspond with the name(s) as
written on the first page of this Note in every particular, without alteration
or enlargement or any change whatsoever.


================================================================================


                                      A-28
<PAGE>


================================================================================


                            OPTION TO ELECT REPAYMENT

                  The undersigned hereby irrevocably request(s) and instruct(s)
the Company to repay this Note (or portion hereof specified below) pursuant to
its terms at a price equal to 100% of the principal amount to be repaid,
together with unpaid interest accrued hereon to the Repayment Date, to the
undersigned, at

 ................................................................................
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF THE
UNDERSIGNED)

                  For this Note to be repaid, the Trustee must receive at its
Corporate Trust Office in the Borough of Manhattan, The City of New York, this
Note with this "Option to Elect Repayment" form duly completed.

                  If less than the entire principal amount of this Note is to be
repaid, specify the portion hereof (which shall be increments of U.S. $1,000
(or, if the Specified Currency is other than United States dollars, the minimum
Authorized Denomination specified on the face hereof)) which the holder elects
to have repaid and specify the denomination or denominations (which shall be an
Authorized Denomination) of the Notes to be issued to the holder for the portion
of this Note not being repaid (in the absence of any such specification, one
such Note will be issued for the portion not being repaid).

Principal Amount to be Repaid:  $ ..............................


Dated:   ...............................            ............................
                                                            (SIGNATURE)

                                                     ...........................
                                                            (SIGNATURE)

                                                     ...........................
                                                            (SIGNATURE)


NOTICE: The signature(s) on this Option to Elect Repayment must correspond with
the name(s) as written upon the face of this Note in every particular, without
alteration or enlargement or any change whatsoever.


================================================================================


                                      A-29