Exhibit 4.1

                       SECURITY CAPITAL GROUP INCORPORATED

                            Unanimous Written Consent
                                     of the
                   Pricing Committee of the Board of Directors

                                December 1, 2000


     WHEREAS,  on September  23, 1998,  the Board of Directors  (the "Board") of
Securities Capital Group Incorporated  ("Security  Capital") adopted resolutions
(the "Shelf Resolutions") authorizing the offer and sale of up to $1,000,000,000
of Security Capital's  securities on a delayed or continuous basis pursuant to a
shelf registration under Rule 415 of the Securities Act of 1933, as amended (the
"Securities Act"), and pursuant to the Shelf  Resolutions,  Security Capital has
filed  a  registration  statement  (the  "Registration   Statement")  under  the
Securities Act (Registration No. 333-64979) and such registration  statement has
been declared  effective by the Securities and Exchange  Commission (the "SEC");
and

     WHEREAS,  Security Capital has previously issued $200,000,000 of its Series
A Medium-Term Notes pursuant to such authorization; and

     WHEREAS, the Board, pursuant to the Shelf Resolutions, appointed William D.
Sanders, C. Ronald Blankenship,  Ray L. Hunt and John P. Frazee, Jr., as members
of a pricing committee of the Board (the "Pricing  Committee") pursuant to which
the Pricing Committee may designate, and is authorized to fix, determine and /or
approve (i) the aggregate  amount of any Offered  Securities  (as defined in the
Shelf Resolutions) to be offered and sold by Security Capital (up to the maximum
aggregate  amount of Offered  Securities  authorized by the Shelf  Resolutions);
(ii) the form and  content  of any  prospectus  supplements;  (iii) the price at
which  any of the  Offered  Securities  shall  be sold by  Security  Capital  to
underwriters,  placement agents and/or the public; (iv) the fees and commissions
to be paid to any  underwriters or placement  agents relating to any offering of
the  Offered  Securities;  (v) the terms  and  conditions  of any  series of any
Offered  Securities;  and  (vi)  such  other  matters  relating  to the  Offered
Securities  and the public  offering and sale  thereof as the Pricing  Committee
deems appropriate; and

     WHEREAS, Security Capital desires to establish a new program (the "Series B
MTN  Program")  that  enables  it to raise  capital  from  time to time  through
offerings of new medium-term notes (the "Series B MTN Notes"); and

     WHEREAS,  the Pricing Committee,  after due deliberation and consideration,
believes  that the Series B MTN  Program is in the best  interests  of  Security
Capital and its shareholders;

     NOW,  THEREFORE BE IT RESOLVED,  that the Pricing Committee hereby approves
and  authorizes  the public  offering and sale of up to  $200,000,000  aggregate


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initial offering price of Series B MTN Notes to be issued under the Registration
Statement  from  time to time  pursuant  to the  Series B MTN  Program;  FURTHER
RESOLVED, that the Series B MTN Notes shall be issued under an Indenture between
Security Capital and State Street Bank and Trust Company,  as trustee,  dated as
of November 16, 1998;

     FURTHER  RESOLVED,  that the Series B MTN Notes shall be issued as a single
series under the  Indenture and with such  additional  terms as are set forth on
Exhibit  A,  provided  that all MTN  Notes to be issued  under the  Series B MTN
Program  need  not  be  substantially  identical,  but  may  contain  terms  and
provisions  different  from any  other  Series  B MTN  Notes  of the  series  as
determined by the Chairman or Vice Chairman of the Board, any Managing Director,
the Chief Financial Officer,  any Senior Vice President or Vice President or the
Secretary (each, an "Authorized Officer");

     FURTHER RESOLVED, that the Pricing Committee hereby authorizes the issuance
and delivery of such Series B MTN Notes as any  Authorized  Officer may approve,
if  applicable,  related  coupons,  in such  forms as shall be  approved  by any
Authorized  Officer  and that any  Authorized  Officer is hereby  authorized  to
execute and deliver the same, such approval to be conclusively evidenced by such
execution,  and the Secretary or the Assistant  Secretary of Security Capital is
hereby authorized to attest the same;

     FURTHER RESOLVED,  that any Authorized Officer is hereby authorized to fix,
determine  and/or  approve(i) the amount of Series B MTN Notes to be issued from
time to time  pursuant to the Series B MTN  Program  (up to the  maximum  amount
authorized hereby),  (ii) the price at which any of the Series B MTN Notes shall
be sold by Security Capital to underwriters, placement agents and/or the public,
(iii)  the fees and  commissions  to be paid to any  underwriters  or  placement
agents relating to any sale of Series B MTN Notes, (iv) the terms and provisions
of any Series B MTN Notes sold by Security Capital,  (v) the form and content of
any prospectus or pricing supplements to be used in connection with the Series B
MTN Program and (vi) such other matters  relating to the Series B MTN Program as
any Authorized Officer may deem appropriate;

     FURTHER  RESOLVED,  that any  Authorized  Officer  is hereby to  negotiate,
prepare,   execute  and  deliver  a  distribution  agreement  with  J.P.  Morgan
Securities Inc. and such other investment banks as any Authorized  Officer shall
determine relating to the Series B MTN Program, in such form and with such terms
and  conditions  as any  Authorized  Officer may  approve,  such  approval to be
conclusively evidenced by such execution;

     FURTHER  RESOLVED,  that  the  officers  of  Security  Capital  are  hereby
authorized  to prepare  one or more  prospectus  or pricing  supplements  to the
prospectus contained in the Registration  Statement relating to the Series B MTN
Program in such form as any Authorized Officer may approve for use in connection
with the  offering and sale of the Series B MTN Notes and to file with same with
the SEC and the New  York  Stock  Exchange,  such  approval  to be  conclusively
evidenced by such filing; and

     RESOLVED  FURTHER,  that  the  officers  of  Security  Capital  are  hereby
authorized  to  negotiate,  prepare,  execute  and  deliver  any  and  all  such
certificates,  agreements and other documents, including (without limitation)any
supplemental  indenture,  terms  agreement,   agency  agreements,   underwriting
agreement,  prospectus  or  pricing  supplement,  letter of  representations  or
listing application, to make all such payments and to do all such other acts and
things as in their opinion may be necessary or appropriate in order to carry out
the  intent  and  purposes  of the  foregoing  resolutions  with  respect to any
issuance of Series B MTN Notes approved by any Authorized Officer.

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         IN WITNESS WHEREOF,  the  undersigned,  being all of the members of the
Pricing  Committee of the Board,  has hereunto set his hand as of the date first
written above.



                                  /s/ William D. Sanders
                                  ----------------------------------------------
                                  William D. Sanders



                                  /s/ C. Ronald Blankenship
                                  ----------------------------------------------
                                  C. Ronald Blankenship




                                  /s/ Ray L. Hunt
                                  ----------------------------------------------
                                  Ray L. Hunt




                                  /s/ John P. Frazee, Jr.
                                  ----------------------------------------------
                                  John P. Frazee, Jr.






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                                                                       EXHIBIT A

1.   The Company desires,  for its corporate purposes,  to create and issue from
     time to time under and in accordance  with the provisions of the Indenture,
     up to $200  million  principal  amount  of  Securities  to be  known as its
     Medium-Term  Notes,  Series  B, Due Nine  Months  or More  from the Date of
     Issuance  (the  "Series B MTN  Notes") and to add to the  covenants  of the
     Company  contained in the  Indenture  for the benefit of the Holders of the
     Series B MTN Notes.  Capitalized terms used herein which are defined in the
     Indenture are used herein as so defined.

2.   The maximum aggregate  principal amount of the Series B MTN Notes which may
     be authenticated and delivered under the Indenture (except for Series B MTN
     Notes  authenticated and delivered upon registration of, transfer of, or in
     exchange  for, or in lieu of, other Series B MTN Notes  pursuant to Section
     304, 305, 306, 906, 1107 or 1405 of the Indenture and except for any Series
     B MTN Notes which  pursuant  to Section  303 are deemed  never to have been
     authenticated and delivered) is $200 million.

3.   Solely for the  benefit of the  Holders of the Series B MTN Notes,  (i) the
     covenants set forth in Section 1013,  1014,  1015 and 1016 of the Indenture
     and  (ii)  the  additional  definitions  included  in  Article  One  of the
     Indenture,  as incorporated therein pursuant to the Shelf Resolutions shall
     apply.

4.   Solely  for the  benefit of the  Holders  of the  Series B MTN  Notes,  the
     following shall be an altered and restated Section 801 of the Indenture:

          SECTION 801  Consolidations  and Mergers of Company and Sales,  Leases
     and  Conveyances.  The Company will not  consolidate  or merge with or into
     (whether or not the Company is the surviving corporation), or sell, assign,
     transfer, lease, convey or otherwise dispose of all or substantially all of
     its  properties or assets in one or more related  transactions,  to another
     Person unless (i) the surviving Person or the Person formed by or surviving
     such  consolidation  or merger (if other than the Company) or to which such
     sale, assignment,  transfer,  lease,  conveyance or other disposition shall
     have been made (the  "Surviving  Entity")  is a  corporation  organized  or
     existing  under the laws of the  United  States,  any state  thereof or the
     District  of  Columbia;   (ii)  the  Surviving   Entity   assumes  all  the

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     obligations,  including  the due and punctual  payment of the  principal of
     (and premium or Make-Whole  Amount, if any, on) and interest and Additional
     Amounts,  if any, on all Securities,  according to their tenor, and the due
     and punctual performance and observance of all covenants and conditions, of
     the  Company  under  the  Securities  and  the  Indenture   pursuant  to  a
     supplemental  Indenture  in form  reasonably  satisfactory  to the Trustee;
     (iii)  immediately  before and after giving effect to such  transaction and
     treating any  indebtedness  which becomes an obligation of the Company as a
     result of such  transaction  as having been  incurred by the Company at the
     time of the  transaction,  no Event of Default  and no event  which,  after
     notice or the lapse of time or both, would become an Event of Default shall
     have occurred and be continuing; and (iv) Security Capital or the Surviving
     Entity  will,  at the time of the  transaction  and after  giving pro forma
     effect thereto as if the  transaction  had occurred at the beginning of the
     applicable  four-quarter  period,  be  permitted to Incur at least $1.00 of
     additional Indebtedness pursuant Section 1013 hereof.

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