Exhibit 4.2


THIS NOTE IS A GLOBAL SECURITY  WITHIN THE MEANING OF THE INDENTURE  HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF THE  DEPOSITARY OR A NOMINEE OF THE
DEPOSITARY.  THIS NOTE IS  EXCHANGEABLE  FOR NOTES  REGISTERED  IN THE NAME OF A
PERSON  OTHER  THAN  THE   DEPOSITARY   OR  ITS  NOMINEE  ONLY  IN  THE  LIMITED
CIRCUMSTANCES  DESCRIBED IN THE INDENTURE AND 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.

THIS  NOTE  IS A  BOOK-ENTRY  SECURITY  WITHIN  THE  MEANING  OF  THE  INDENTURE
HEREINAFTER  REFERRED  TO AND IS  REGISTERED  IN THE NAME OF A  DEPOSITARY  OR A
NOMINEE OF A DEPOSITARY.  THIS NOTE IS EXCHANGEABLE  FOR NOTES REGISTERED IN THE
NAME OF A PERSON  OTHER THAN THE  DEPOSITARY  OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES  DESCRIBED IN THE  INDENTURE,  AND NO TRANSFER OF THIS NOTE (OTHER
THAN A TRANSFER  OF THIS NOTE 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)   MAY  BE  REGISTERED   EXCEPT  IN  SUCH  LIMITED
CIRCUMSTANCES.

REGISTERED                                                            REGISTERED

                       SECURITY CAPITAL GROUP INCORPORATED
                           MEDIUM-TERM NOTE, SERIES B
                                  (Fixed Rate)

                   FORM OF FACE OF FIXED RATE REGISTERED NOTE


REGISTERED                                                      PRINCIPAL AMOUNT
No.:  _______                                                       $___________

CUSIP No.: 81413____

Unless this Note is presented by an authorized  representative of The Depository
Trust Company (55 Water Street,  New York,  New York) to the issuer 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  Depository  Trust Company and any payment is


1051043.4  10201 1256C  00692469
<PAGE>

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.*

IF APPLICABLE,  THE "TOTAL AMOUNT OF OID," THE "ORIGINAL ISSUE DATE," THE "YIELD
TO  MATURITY,"  AS WELL AS THE METHOD  USED TO  DETERMINE  THE YIELD TO MATURITY
WHERE THERE IS A SHORT  ACCRUAL  PERIOD AND THE AMOUNT OF OID  ALLOCABLE TO SUCH
SHORT ACCRUAL PERIOD WILL BE SET FORTH BELOW.  THE  CALCULATION OF THE AMOUNT OF
OID UPON (A) OPTIONAL REDEMPTION OR (B) DECLARATION OF ACCELERATION IS DISCUSSED
ON THE REVERSE HEREOF.

ISSUE PRICE:

ORIGINAL ISSUE DATE:

STATED MATURITY:

SPECIFIED CURRENCY:

AUTHORIZED DENOMINATIONS:

INTEREST RATE:

INTEREST PAYMENT DATES:

INTEREST PAYMENT PERIODS:

ORIGINAL ISSUE DISCOUNT SECURITY:
[   ] YES  [   ] NO

         TOTAL AMOUNT OF OID:

YIELD TO MATURITY:

INITIAL ACCRUAL PERIOD OID:

OPTION TO ELECT REPAYMENT:
[   ] YES [   ] NO


1051043.4  10201 1256C  00692469

                                       -2-
<PAGE>
OPTIONAL REPAYMENT DATE(S):
EXCHANGE RATE AGENT:

AMORTIZING SECURITY:
[   ] YES  [   ] NO

AMORTIZATION FORMULA:

AMORTIZATION PAYMENT DATE(S):

ADDENDUM ATTACHED:
[   ] YES  [  ] NO

OPTIONAL REDEMPTION:
[   ] YES  [   ] NO

         INITIAL REDEMPTION DATE:

         REDEMPTION PRICE:  [ ] 100% of the Principal  Amount plus a Make-Whole
               Premium or [ ] Initially  % of  Principal  ----------  Amount and
               declining by % of the Principal Amount on each anniversary of the
               Initial Redemption Date until the ----------  Redemption Price is
               100% of the Principal Amount.

OPTIONAL EXTENSIONS OF
MATURITY: [   ] YES [   ] NO

         EXTENSION PERIOD:

         NUMBER OF EXTENSION                         PERIODS:

         FINAL MATURITY DATE:

INDEXED NOTE:
[   ] YES [   ] NO

         REFERENCE INDEX OR RATE:


OTHER/ADDITIONAL PROVISIONS:



1051043.4  10201 1256C  00692469

                                       -3-
<PAGE>

     Security Capital Group Incorporated,  a corporation  organized and existing
under the laws of the State of Maryland (hereinafter called the "Company," which
term shall include any successor under the Indenture  hereinafter  referred to),
for value  received,  hereby  promises  to pay to DTC Cede & Co.  or  registered
assigns,  the principal sum of  ___________________________  ($_________) on the
Stated  Maturity  specified above (except to the extent redeemed or repaid prior
to the Stated  Maturity)  and to pay interest  thereon at the Interest  Rate per
annum  specified  above from the Original Issue Date  specified  above until the
principal  hereof is paid or duly made available for payment (except as provided
below), in arrears monthly,  quarterly,  semiannually,  or annually as specified
above as the Interest Payment Period on each Interest Payment Date (as specified
above),  commencing  with the first  Interest  Payment Date next  succeeding the
Original  Issue  Date  specified  above,  and on the  Stated  Maturity  (or  any
redemption or repayment  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 succeeding the Original Issue Date to the registered holder of this
Note on the Record Date with respect to such second Interest Payment Date.

     Payment of the principal of this Note,  any premium and the interest due at
the Stated Maturity (or any redemption or repayment  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 of such paying agent as the Company
may determine maintained for that purpose in the City of Boston, Commonwealth of
Massachusetts  (a  "Paying  Agent"),  or at the  office or agency of such  other
Paying  Agent as the  Company  may  determine;  provided,  however,  that if the
Specified  Currency  specified above is other than U.S. dollars and such payment
is to be made in the Specified Currency in accordance with the provisions on the
reverse  hereof,  such  payment  will 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  Maturity,  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
Maturity will be made at the  aforementioned  office or agency maintained by the
Company or, at the option of the Trustee,  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. $1,000,000
(or,  if the  Specified  Currency  is other than U.S.  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
Maturity by wire transfer of immediately  available  funds if  appropriate  wire
transfer instructions have been received in writing by the Trustee not less than

1051043.4  10201 1256C  00692469

                                       -4-
<PAGE>
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 the Specified Currency shown above is other than U.S. dollars,  payments
of principal of (and premium,  if any) and interest on the Notes will be made in
the applicable Specified Currency, except as provided on the reverse hereof.

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

     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, as defined on the reverse hereof, by manual
signature,  this Note shall not be entitled to any benefit under the  Indenture,
as defined on the reverse hereof, or be valid or obligatory for any purpose.

1051043.4  10201 1256C  00692469

                                       -5-
<PAGE>

         IN WITNESS  WHEREOF,  the Company has caused this instrument to be duly
executed by the undersigned officer.


                                             SECURITY CAPITAL GROUP INCORPORATED



                                              By:
                                                 -------------------------------
                                                 Name:
                                                 Title:





Attest:


By:
   -----------------------------------------------------------
   Name:
   Its:

Dated:
        ---------------------------------------------



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


BY:
   -----------------------------------------------------------
    Authorized Officer

1051043.4  10201 927C  00692469
<PAGE>

                             FORM OF REVERSE OF NOTE

     General.  This Note is one of a duly authorized issue of Medium-Term Notes,
Series B,  having  maturities  nine  months or more from the date of issue  (the
"Notes") of the Company. The Notes are issuable under an Indenture,  dated as of
November 16, 1998, as supplemented by a Board Resolution dated as of December 1,
2000 (as so supplemented, 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 of the Company, the Trustee
and holders of the Notes and the terms upon which the Notes are,  and are to be,
authenticated  and  delivered.  State  Street  Bank and Trust  Company  has been
appointed  Authenticating Agent (the "Authenticating Agent," which term includes
any successor  authenticating agent) with respect to the Notes, and State Street
Bank and Trust Company at its  corporate  trust office at 2 Avenue de Lafayette,
Boston,  MA 02111 has been appointed  registrar and Paying Agent with respect to
the Notes.  The terms of  individual  Notes may vary with  respect  to  interest
rates, interest rate formulas, issue dates, maturity dates, or otherwise, all as
provided in the Indenture. To the extent not inconsistent herewith, the terms of
the Indenture are hereby incorporated by reference herein.

     This Note is unsecured  and ranks pari passu with all other  unsecured  and
unsubordinated  indebtedness  of the  Company  (excluding  subsidiary  debt) for
borrowed money.

     Payments.  Interest  payments on each  Interest  Payment Date for this Note
will include accrued interest from and including the Original Issue Date or from
and including  the last date in respect of which  interest has been paid, as the
case may be,  to,  but  excluding  such  Interest  Payment  Dates or the  Stated
Maturity (or earlier redemption or repayment date), as the case may be. Interest
payments  for this Note will be computed and paid on the basis of a 360-day year
of twelve 30-day months.  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 date 15 days
prior to an Interest  Payment  Date  (whether or not a Business  Day) (each such
date a "Record Date");  provided,  however,  that interest payable on the Stated
Maturity (or any redemption or repayment  date) will be payable to the person to
whom the principal hereof shall be payable.

     In the case where the Interest  Payment Date or the Stated Maturity (or any
redemption  or repayment  date) does not fall on a Business Day, or if this Note
is payable in a Specified  Currency other than U.S.  dollars,  a Business Day in
the country  issuing the Specified  Currency (or, for Euros,  a day on which the
Trans-European  Automated  Real-Time Gross Settlement Express Transfer System is
open, or if LIBOR is the Specified Currency, a day on which commercial banks are
open for business (including dealings in LIBOR) in London), payment of interest,
premium, if any, or principal otherwise payable on such date need not be made on
such date,  but may be made on the next  succeeding  Business  Day with the same
force  and  effect  as if made on the  Interest  Payment  Date or on the  Stated
Maturity (or any redemption or repayment date), and no interest shall accrue for

1051043.4  10201 1256C  00692469

                                       -7-
<PAGE>
the period from and after the Interest  Payment Date or the Stated  Maturity (or
any redemption or repayment date) to such next succeeding Business Day.

     If the Specified Currency shown on the face of this Note is other than U.S.
dollars,  payments of  principal  of (and  premium,  if any) and interest on the
Notes will be made in the applicable Specified Currency; provided, however, that
payments of principal (and premium, if any) and interest on Notes denominated in
other than U.S. dollars will nevertheless be made in U.S. dollars:

          (a) at the  option of the  holders of the Notes  under the  procedures
     described in the two following paragraphs; and

          (b) at the  Company's  option in the case of  imposition  of  exchange
     controls or other circumstances beyond the Company's control.

     Except as provided in the next paragraph,  if the Specified  Currency shown
on the face of this Note is other than U.S.  dollars,  payments of interest  and
principal (and premium,  if any) will be made in U.S.  dollars if the registered
holder of such Note on the relevant Record Date, or at Maturity, as the case may
be, has  transmitted a written  request for such payment in U.S.  dollars to the
Paying Agent at the office of the Paying Agent on or before such Record Date, or
the date 15 days before  Maturity,  as the case may be.  Such  request may be in
writing  (mailed or hand  delivered)  or by cable,  or other  form of  facsimile
transmission. Any such request will remain in effect for any further payments of
interest  and  principal  (and  premium,  if any) on such Note  payable  to such
holder,  unless such request is revoked on or before the relevant Record Date or
the date 15 days before Maturity, as the case may be.

     The U.S. dollar amount to be received by a holder of a Note  denominated in
other than U.S.  dollars who elects to receive  payment in U.S.  dollars will be
determined by the exchange rate agent,  or any successor  thereto (the "Exchange
Rate Agent"),  at  approximately  11:00 a.m.,  New York City time, on the second
Business Day preceding the applicable  Payment Date, by selecting the indicative
quotations  for  the  Specified  Currency  appearing  at such  time on the  bank
composite or  multi-contributor  pages of the Quoting  Source (as defined below)
for the first three banks, in descending  order of their appearance on a list of
banks to be agreed to by the Company and the  Exchange  Rate Agent prior to such
second  Business  Day,  which are  offering  quotes on the Quoting  Source.  The
Exchange  Rate Agent shall  select from among the  selected  quotations  the one
which will yield the largest number of U.S.  dollars upon  conversion  from such
Specified  Currency.  The "Quoting  Source" shall mean Reuters  Monitor  Foreign
Exchange Service,  or if the Exchange Rate Agent determines that such service is
not available,  Telerate Monitor Foreign Exchange Service.  If the Exchange Rate
Agent determines that neither Service is available, the Company and the Exchange
Rate Agent shall agree on a  comparable  display or other  comparable  manner of
obtaining quotations and such display or manner shall become the Quoting Source.

     In the case of a Specified  Currency  other than  Euros,  if (i) fewer than
three bid quotations are available at the time a determination  is to be made by

1051043.4  10201 1256C  00692469

                                       -8-
<PAGE>
the  Exchange  Rate  Agent  pursuant  to the  preceding  paragraph,  or (ii) the
Exchange  Rate Agent  received no later than 12:00 noon,  New York City time, on
such second  Business Day preceding the applicable  Payment Date notice from the
Company that there exist  exchange  controls or other  circumstances  beyond the
Company's  control  rendering  such  Specified  Currency  unavailable,  then the
Exchange Rate Agent shall,  prior to such Payment  Date,  notify the Company and
the Trustee of the noon buying rate in New York City for cable transfers, in the
Specified Currency indicated in such notice, as certified for customers purposes
by the Federal Reserve Bank of New York (the "Market  Exchange Rate") as of such
second  Business  Day.  If the  Market  Exchange  Rate for such date is not then
available,  the Exchange Rate Agent shall immediately notify the Company and the
Trustee of the most recently  available  Market Exchange Rate for such Specified
Currency.  In the case of Euros,  if: (i) fewer than  three bid  quotations  are
available at the time a  determination  is to be made by the Exchange Rate Agent
pursuant to the preceding paragraph, or (ii) the Exchange Rate Agent receives no
later than 12:00 noon, New York City time, on such second Business Day preceding
the  applicable  Payment  Date  notice  from the  Company  that (A) there  exist
exchange controls or other circumstances beyond the Company's control, rendering
Euros  unavailable  or (B)  Euros are no longer  used in the  European  Monetary
System,  rendering Euros unavailable,  then the Exchange Rate Agent shall, prior
to such  Payment  Date,  notify  the  Company  and the  Trustee  of the  rate of
conversion for Euros into U.S.  dollars,  determined as of such second  Business
Day on the  following  basis:  The  component  currencies  of the Euros for this
purpose (the "Components") shall be the currency amounts that were components of
the Euros as of the last date on which Euros were used in the European  Monetary
System.  The  equivalent  of  Euros  in U.S.  dollars  shall  be  calculated  by
aggregating  the U.S.  dollar  equivalent  of the  Components.  The U.S.  dollar
equivalent  of each of the  Components  shall be determined by the Exchange Rate
Agent on the basis of the most recently  available  Market Exchange Rate for the
Components, or as otherwise specified to the Exchange Rate Agent by the Company.

     If the  Specified  Currency  shown  on the face  hereof  is a  currency  or
currency  unit other  than U.S.  dollars,  and such  Specified  Currency  is not
available  due to the  imposition  of exchange  controls or other  circumstances
beyond the control of the Company,  the Company shall be entitled to satisfy its
obligations to the holder of this Note by making such payment in U.S. dollars on
the basis of the most recently available noon-buying rate for cable transfers in
The City of New York, as determined by the Federal Reserve Bank of New York. Any
payment made under such circumstances in U.S. dollars where the required payment
is other than U.S. dollars will not constitute an Event of Default.

     All  percentages  resulting from any  calculations  under this Note will be
rounded,  if  necessary,  to the nearest one hundred  thousandth of a percentage
point (with five  one-millionths of a percentage point being rounded upward) and
all  currency  or  currency  unit  amounts  used in or  resulting  from any such
calculation in respect of the Notes will be rounded to the nearest one-hundredth
of a unit (with five one-thousandths being rounded upward).

     Sinking Fund. This Note will not be subject to any sinking fund and, unless
otherwise  provided on the face hereof in accordance  with the provisions of the
following two paragraphs,  will not be redeemable or subject to repayment at the
option of the holder prior to Maturity.

1051043.4  10201 1256C  00692469

                                       -9-
<PAGE>

     Redemption.  Unless otherwise indicated on the face of this Note, this Note
may not be  redeemed  prior to the  Stated  Maturity.  If the face of this  Note
indicates  that this Note is subject to optional  redemption,  this Note will be
redeemable at the Company's  option,  as a 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) on and after the Initial  Redemption Date set
forth on the face of this Note,  on any date prior to the Stated  Maturity  at a
redemption  price (the  "Redemption  Price"),  as  specified on the face of this
Note, equal to either (i) the price specified as a percentage of the face amount
to be redeemed  plus accrued  interest to the  Redemption  Date  (subject to the
right of holders of record on the relevant  Record Date to receive  interest due
on an Interest  Payment Date that is on or prior to the Redemption Date) or (ii)
100% of the principal  amount  thereof plus accrued  interest to the  Redemption
Date  (subject to the right of holders of record on the relevant  Record Date to
receive  interest  due on an  Interest  Payment  Date that is on or prior to the
Redemption Date), plus a Make-Whole Premium, if any.

     The  "Make-Whole  Premium"  in respect of this Note is  intended  to be the
amount,  if any, which,  when added to the then outstanding  principal amount of
this  Note,  would,  if  invested  on the  Redemption  Date of this Note in U.S.
Treasury  securities with  maturities  equal to the Remaining Life of this Note,
have a yield to maturity  equal to the original  yield to maturity of this Note,
based on the  initial  public  offering  price of this  Note.  The amount of the
Make-Whole  Premium  in  respect  of the  principal  amount of this Note will be
calculated by the Company and will be the excess,  if any, of (i) the sum of the
present  values,  as of the Redemption  Date of this Note, of (A) the respective
interest payments (exclusive of the amount of accrued interest to the Redemption
Date) on this Note that,  but for such  redemption,  would have been  payable on
their respective  Interest Payment Dates after such Redemption Date, and (B) the
payment of such principal amount that, but for such redemption,  would have been
payable on the Stated  Maturity  over (ii) the  amount of such  principal  to be
redeemed.  Such present  values will be determined in accordance  with generally
accepted  principles of financial  analysis by  discounting  the amounts of such
payments of interest and principal from their  respective  Stated  Maturities to
such Redemption Date at a discount rate equal to the Treasury Yield.

     The "Treasury  Yield" in respect of this Note shall be determined as of the
date on which notice of  redemption of this Note is sent to the holder hereof by
reference to the most recent Federal Reserve  Statistical  Release H.15(519) (or
successor  publication)  which has become  publicly  available not more than two
Business Days prior to such date (or, if such Statistical  Release (or successor
publication) is no longer  published or no longer contains the applicable  data,
to the  most  recently  published  issue  of The Wall  Street  Journal  (Eastern
Edition)  published  not more  than two  Business  Days  prior to such date that
contains such data or, if The Wall Street Journal (Eastern Edition) is no longer
published or no longer contains such data, to any publicly  available  source of
similar  market  data),  and shall be the most recent  weekly  average  yield on
actively traded U.S. Treasury  securities  adjusted to a constant maturity equal
to the  Remaining  Life of this Note and,  if  applicable,  converted  to a bond
equivalent  yield basis as described  below.  The "Remaining  Life of this Note"
shall equal the number of years from the Redemption  Date to the Stated Maturity
of this Note;  provided that if the Remaining  Life of this Note is not equal to

1051043.4  10201 1256C  00692469

                                       -10-
<PAGE>
the constant  maturity of a U.S.  Treasury  security for which a weekly  average
yield is specified in the  applicable  source,  then the Remaining  Life of this
Note shall be rounded to the nearest  one-twelfth  of one year and the  Treasury
Yield shall be obtained by linear  interpolation  (computed to the fifth decimal
place (one  thousandth  of a  percentage  point) and then  rounded to the fourth
decimal  place (one  hundredth of a percentage  point)),  after  rounding to the
nearest  one-twelfth  of one year,  from the  weekly  average  yields of (a) the
actively traded U.S.  Treasury security with a maturity closest to and less than
the  Remaining  Life of this  Note and (b) the  actively  traded  U.S.  Treasury
security with a maturity  closest to and greater than the Remaining Life of this
Note,  except that if the Remaining Life of this Note is less than three months,
the weekly average yield on actively traded U.S. Treasury securities adjusted to
a constant  maturity of three months shall be used. The Treasury Yield shall, if
expressed on a yield basis other than that equivalent to a bond equivalent yield
basis,  be converted to a bond  equivalent  yield basis and shall be computed to
the fifth decimal place (one thousandth of a percentage  point) and then rounded
to the fourth decimal place (one hundredth of a percentage point).

     Notice  of  redemption  will  be  provided  by  mailing  a  notice  of such
redemption to each holder by first class mail, postage prepaid, at least 30 days
and not  more  than 60 days  prior  to the  date  fixed  for  redemption  to the
respective  address  of each  holder as that  address  appears  in the  Security
Register.  In the event of  redemption  of this Note in part only, a new Note or
Notes for the amount of the  unredeemed  portion  hereof  shall be issued in the
name of the holder hereof upon the presentation and cancellation hereof.

     Repayment.  Unless otherwise  indicated on the face of this Note, this Note
shall not be subject  to  repayment  at the  option of the  holder  prior to the
Stated  Maturity.  If so  indicated  on the face of this Note,  this Note may be
subject to repayment  at the option of the holder on the date or dates,  if any,
specified  on the face  hereof  (the  "Optional  Redemption  Date" or  "Optional
Redemption Dates") on the terms set forth herein.

     On any Optional  Repayment Date, this Note will be repayable in whole or in
part in increments of U.S. $1,000 or the minimum Authorized  Denomination of the
Specified  Currency  indicated on the face hereof  (provided  that any remaining
principal  amount  hereof  shall  not  be  less  than  the  minimum   Authorized
Denomination hereof) at the option of the holder hereof at a price equal to 100%
of the principal  amount to be repaid,  together with interest hereon payable to
the date of  repayment.  For this  Note to be  repaid in whole or in part at the
option of the holder  hereof,  the Company must receive at the  corporate  trust
office of the Paying Agent in the City of Boston,  Commonwealth of Massachusetts
or New York,  New York,  at least 30 days but not more than 60 days prior to the
repayment,  (i) this Note with the form entitled  "Option to Elect Repayment" on
the reverse hereof duly completed or (ii) a telegram,  facsimile transmission or
a letter  from a member of a  national  securities  exchange  or a member of the
National  Association of Securities  Dealers,  Inc. (the "NASD") or a commercial
bank or trust  company in the United States which must set forth the name of the
holder of this Note, 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 to be repaid, together with the

1051043.4  10201 1256C  00692469

                                       -11-
<PAGE>
duly completed form entitled  "Option to Elect Repayment" on the reverse hereof,
will be received by the Paying Agent not later than the third Business Day after
the date of such telegram, facsimile transmission or letter; provided, that such
telegram,  facsimile  transmission  or a  letter  from a  member  of a  national
securities  exchange  or a  member  of the  NASD or a  commercial  bank or trust
company in the United States shall only be effective if in such case,  this Note
and form duly  completed are received by the Paying Agent by such third Business
Day.   Exercise  of  such  repayment  option  by  the  holder  hereof  shall  be
irrevocable.  In the event of repayment of this Note in part only, a new Note or
Notes of like tenor for the amount of the unpaid  portion  hereof and  otherwise
having  the same  terms as this Note  shall be issued in the name of the  holder
hereof upon cancellation hereof.

     Optional  Extension  of Maturity.  If so specified on the face hereof,  the
Stated  Maturity  of this Note may be  extended at the option of the Company for
the period or periods  of whole  years  specified  on the face  hereof  (each an
"Extension  Period")  up to but not beyond the date (the "Final  Maturity")  set
forth on the face hereof. If the Company exercises such option, the Paying Agent
will mail to the  holder of this Note not later than 40  calendar  days prior to
the old Stated Maturity a notice (the "Extension  Notice"),  first class postage
prepaid,  indicating (a) the election of the Company to extend the Maturity; (b)
the new Stated  Maturity;  (c) the interest  rate  applicable  to the  Extension
Period;  and (d) the  provisions,  if any, for  redemption  during the Extension
Period, including the date or dates on which, the period or periods during which
and the price or prices at which such  redemption may occur during the Extension
Period.  Upon the Paying  Agent's  mailing of the Extension  Notice,  the Stated
Maturity of this Note shall be extended automatically and, except as modified by
the Extension Notice and as described in the next paragraph, this Note will have
the same terms as prior to the mailing of such Notice.

     Notwithstanding  the  foregoing,  not later than 10:00 a.m.,  New York City
time, on the twentieth calendar day prior to the Maturity then in effect (or, if
such day is not a Business  Day, not later than 10:00 a.m.,  New York City time,
on the  immediately  succeeding  Business  Day), the Company may, at its option,
revoke the Spread and/or Spread Multiplier  provided for in the Extension Notice
and establish a higher  interest  rate for the  Extension  Period by causing the
Paying  Agent to send  notice of such Spread  and/or  Spread  Multiplier  to the
holder of such Note by first class mail, postage prepaid, or by such other means
as shall be agreed  between the Company and the Paying Agent.  Such notice shall
be  irrevocable.  All Notes with  respect to which the  Maturity  is extended in
accordance  with an  Extension  Notice  will  bear  such  Spread  and/or  Spread
Multiplier for the Extension Period, whether or not tendered for payment.

     If the Company  extends the Maturity of this Note, the holder will have the
option to require the Company to repay such Note on Maturity then in effect at a
price equal to the principal amount thereof plus all accrued and unpaid interest
to such date. In order to obtain  repayment on the old Stated  Maturity once the
Company has extended the Maturity hereof,  the holder must follow the procedures
set forth for  optional  repayment,  except that the period for delivery of this
Note or  notification to the Paying Agent shall be at least 25 but not more than

1051043.4  10201 1256C  00692469

                                       -12-
<PAGE>
35 calendar days prior to the old Stated  Maturity and except that if holder has
tendered this Note for  repayment  pursuant to an Extension  Notice,  the holder
may, by written notice to the Paying Agent, revoke any such tender for repayment
until 3:00 p.m., New York City time, on the twentieth  calendar day prior to the
old Stated Maturity (or, if such day is not a Business Day, until 3:00 p.m., New
York City time, on the immediately succeeding Business Day).

     Indexed  Notes.  If so stated on the face hereof,  the amount of principal,
premium  and/or  interest  payable in respect  hereof  will be  determined  with
reference to the price or prices of specific  commodities  or stocks,  or to the
exchange  rate  of  one  or  more  designated  currencies  (including  composite
currencies)  relative  to an  indexed  currency  or to such  other  price(s)  or
exchange rate(s), as specified on the face hereof.

     Registration  of  Transfer.  State  Street Bank and Trust  Company has been
appointed  registrar  for the Notes (the  "Registrar,"  which term  includes any
successor registrar  appointed by the Company),  and the Registrar will maintain
at its office at 2 Avenue de  Lafayette,  Boston,  MA 02111 a  register  for the
registration  and  transfer  of  Notes.  This  Note  may be  transferred  at the
aforesaid  office of the Registrar by surrendering  this Note for  cancellation,
accompanied  by a  written  instrument  of  transfer  in  form  approved  by the
Registrar and duly executed by the registered  holder hereof in person or by the
holder's attorney duly authorized in writing,  and thereupon the Registrar shall
issue in the name of the transferee or transferees,  in exchange herefor,  a new
Note or Notes  having  identical  terms and  provisions  for an equal  aggregate
principal  amount  in  authorized  denominations,   subject  to  the  terms  and
conditions set forth herein;  provided,  however, that the Registrar will not be
required to register  the  transfer of or exchange any Note that has been called
for  redemption  in whole or in part,  or as to which  the  holder  thereof  has
elected  to cause  such  Note to be  repaid  in whole  or in  part,  except  the
unredeemed  or unpaid  portion of Notes being  redeemed or repaid in part, or to
register the  transfer of or exchange  Notes to the extent and during the period
so provided in the Indenture with respect to the redemption of Notes.  Notes are
exchangeable at said office for other Notes of other authorized denominations of
equal aggregate principal amount having identical terms and provisions. All such
exchanges  and  transfers  of Notes will be free of charge,  but the Company may
require  payment  of a sum  sufficient  to cover  any tax or other  governmental
charge in connection  therewith.  All Notes  surrendered  for exchange  shall be
accompanied  by a  written  instrument  of  transfer  in  form  approved  by the
Registrar  and  executed by the  registered  holder in person or by the holder's
attorney  duly  authorized  in  writing.  The date of  registration  of any Note
delivered  upon any  exchange or transfer of Notes shall be such that no gain or
loss of interest results from such exchange or transfer.

     In case  any  Note  shall  at any  time  become  mutilated,  defaced  or be
destroyed,  lost or stolen  and such  Note or  evidence  of the  loss,  theft or
destruction  thereof  (together with the indemnity  hereinafter  referred to and
such other  documents  or proof as may be  required  in the  premises)  shall be
delivered  to the  Registrar,  a new Note of like  tenor  will be  issued by the
Company in exchange for the Note so mutilated or defaced, or in lieu of the Note
so  destroyed  or lost or stolen,  but, in the case of any  destroyed or lost or
stolen Note, only upon receipt of evidence satisfactory to the Registrar and the
Company that such Note was  destroyed  or lost or stolen and, if required,  upon
receipt  also of  indemnity  satisfactory  to each of  them.  All  expenses  and
reasonable  charges  associated  with  procuring  such  indemnity  and  with the

1051043.4  10201 1256C  00692469

                                       -13-
<PAGE>
preparation,  authentication  and  delivery  of a new Note shall be borne by the
owner of the Note mutilated, defaced, destroyed, lost or stolen.

     This Note,  and any Note or Notes issued upon transfer or exchange  hereof,
is issuable only in fully registered form, without coupons,  in denominations of
U.S. $1,000 or any integral  multiple of U.S.  $1,000 or the minimum  Authorized
Denomination.  If the Specified Currency shown on the face of this Note is other
than U.S.  Dollars,  the  authorized  denominations  shall be the  amount of the
Specified Currency for such Note equivalent, at the noon buying rate in The City
of New York for cable  transfers  for such  Specified  Currency  (the  "Exchange
Rate")  on the  sixth  Business  Day in The City of New York and in the  country
issuing  such  currency  (or,  for  Euros,  a day on  which  the  Trans-European
Automated  Real-Time  Gross  Settlement  Express  Transfer System is open, or if
LIBOR is the Specified  Currency,  a day on which  commercial banks are open for
business  (including  dealings in LIBOR) in London) next  preceding  the date of
issue of such Note, to U.S.  $1,000  (rounded to the nearest 1,000 units of such
Specified Currency) and any greater amount that is an integral multiple of 1,000
units of such Specified Currency.

     Events of Default.  If an Event of Default  (as  defined in the  Indenture)
with  respect to the Notes of this  series  shall occur and be  continuing,  the
principal  of the Notes of this  series may be  declared  due and payable in the
manner and with the effect provided in the Indenture.

     Original  Issue  Discount  Notes.  Notwithstanding  anything  herein to the
contrary, if this Note is an Original Issue Discount Note, the amount payable in
the event of redemption or repayment prior to the Stated Maturity hereof in lieu
of the principal amount due at the Stated Maturity hereof shall be the Amortized
Face Amount of this Note as of the Redemption Date or the date of repayment,  as
the case may be, multiplied by the Redemption Price. The "Amortized Face Amount"
of this Note shall be the amount  equal to (a) the Issue  Price (as set forth on
the face hereof) plus (b) that portion of the difference between the Issue Price
and the  principal  amount  hereof that has accrued at the Yield to Maturity (as
set forth on the face hereof)  (computed in accordance  with generally  accepted
United States bond yield  computation  principles using a constant yield method)
at the date as of which the Amortized  Face Amount is calculated but in no event
shall the Amortized Face Amount of this Note exceed its principal amount.

     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.

1051043.4  10201 1256C  00692469

                                       -14-
<PAGE>
     Modifications  and  Waivers;   Obligation  of  the  Company  Absolute.  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 of each series to be affected under
the Indenture at any time by the Company and the Trustee with the consent of the
holders  of a  majority  in  principal  amount  of the  Securities  at the  time
Outstanding  of  each  series  to  be  affected.  The  Indenture  also  contains
provisions  permitting the holders of specified  percentages in principal amount
of the  Securities  of each  series  at the time  Outstanding,  on behalf of the
holders of all  Securities  of such series,  to waive  compliance by the Company
with certain  provisions of the  Indenture  and 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 of any Note  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  provision  of this Note or of the  Indenture  shall alter or impair the
obligation  of the  Company,  which is absolute  and  unconditional,  to pay the
principal of, premium, if any, and interest on this Note at the time, place, and
rate or  formula,  and in the  coin or  currency,  herein  and in the  Indenture
prescribed unless otherwise agreed between the Company and the registered holder
of this Note.

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

     No  Recourse  Against  Certain  Persons.  No  recourse  under  or upon  any
obligation, covenant or agreement contained in the Indenture or in this Note, or
because  of  any  indebtedness  evidenced  thereby,  shall  be had  against  any
promoter,  as such, or against any past, present or future shareholder,  officer
or trustee,  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 hereof and as part of
the consideration for the issue of this Note.

     Governing  Law.  This Note  shall for all  purposes  be  governed  by,  and
construed in accordance with, the laws of the State of New York.

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

1051043.4  10201 1256C  00692469

                                       -15-
<PAGE>
     Defined  Terms.  All terms  used in this  Note  which  are  defined  in the
Indenture shall have the meanings assigned to them in the Indenture.

     Defeasance. The Indenture contains provisions for defeasance at any time of
(a) the  entire  indebtedness  of the  Company  on  this  Note  and (b)  certain
restrictive  covenants and the related defaults and Events of Default applicable
to the  Company,  in each case,  upon  compliance  by the Company  with  certain
conditions set forth in the Indenture, which provisions apply to this Note.





















1051043.4  10201 1256C  00692469
                                       -16-
<PAGE>

                                 ASSIGNMENT FORM

                   FOR VALUE RECEIVED, the undersigned hereby
                        sells, assigns and transfers unto


         PLEASE INSERT SOCIAL
         SECURITY OR OTHER IDENTIFYING
         NUMBER OF ASSIGNEE

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


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




 ................................................................................
              (Please Print or Typewrite Name and Address including
                              Zip Code of Assignee)



 ................................................................................
the within Security of Security  Capital  Group  Incorporated  and  hereby  does
irrevocably constitute and appoint


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

Dated:         . . . . . .          . . . . . . . . . . . . . .

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





NOTICE:  The signature to this  assignment  must  correspond with the name as it
appears on the first page of the within  Security in every  particular,  without
alteration or enlargement or any change whatever.
1051043.4  10201 1256C  00692469

                                       -17-
<PAGE>

                       FORM OF OPTION TO ELECT REPAYMENT

     The undersigned hereby  irrevocably  request(s) and instruct(s) the Company
to repay the within Note (or portion  thereof  specified  below) pursuant to its
terms at a price equal to 100% of the  principal  amount to be repaid,  together
with unpaid interest to the Repayment Date, to the undersigned, at (Please print
or  typewrite  name and  address  of the  undersigned)  If less than the  entire
principal amount of the within Note is to be repaid, specify the portion thereof
(which shall be increments of U.S. $1,000 (or if the Specified Currency is other
than U.S. 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  not  be  less  than  the  minimum  authorized
denomination)  of the Notes to be issued to the  holder  for the  portion of the
within Note not being repaid (in the absence of any such specification, one such
Note will be issued for the portion not being repaid):


Dated: ______________________


NOTICE: The signature on this Option to Elect Repayment must correspond with the
name as  written  upon the face of the  within  instrument  in every  particular
without alteration or enlargement.

1051043.4  10201 1256C  00692469

                                       -18-
<PAGE>
                                    ADDENDUM


         The Notes will be redeemable, in whole or in part, at the option of the
Company at any time at a  redemption  price  equal to the greater of (i) 100% of
the  principal  amount of such Notes,  and (ii) as  determined  by the Quotation
Agent  (as  defined  below),  the sum of the  present  values  of the  remaining
scheduled  payments of principal and interest thereon (not including any portion
of such payments of interest accrued as of the date of redemption) discounted to
the  date  of  redemption  on a  semi-annual  basis  (assuming  a  360-day  year
consisting  of twelve 30-day  months) at the Adjusted  Treasury Rate (as defined
below) plus 25 basis points plus, in each case,  accrued interest thereon to the
date of redemption.

         "Adjusted  Treasury Rate" means,  with respect to any redemption  date,
the rate per annum equal to the semi-annual  equivalent yield to maturity to the
Comparable  Treasury  Issue  (as  defined  below),  assuming  a  price  for  the
Comparable  Treasury Issue  (expressed as a percentage of its principal  amount)
equal to the Comparable Treasury Price for such redemption date.

         "Comparable  Treasury Issue" means the United States Treasury  security
selected by the Quotation Agent as having a maturity comparable to the remaining
term of the  Notes  to be  redeemed  that  would  be  utilized,  at the  time of
selection and in accordance with customary  financial  practice,  in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of such Notes.

         "Comparable Treasury Price" means, with respect to any redemption date,
(i) the average of the Reference  Treasury Dealer  Quotations (as defined below)
for such redemption  date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than three such
Reference Treasury Dealer Quotations, the average of all such Quotations.

         "Quotation  Agent"  means the  Reference  Treasury  Dealer (as  defined
below) appointed by the Company.

         "Reference Treasury Dealer" means (i) each  of  J.P. Morgan  Securities
Inc., Banc  of  America  Securities  LLC, Chase  Securities  Inc., Deutsche Bank
Securities Inc., First Union Securities, Inc. and Goldman, Sachs & Co. and their
respective successors; provided,  however, that  if the foregoing shall cease to
be a primary U.S. Government  securities  dealer  in New York  City (a  "Primary
Treasury  Dealer"),  the  Company  shall  substitute  therefor  another  Primary
Treasury  Dealer,  and (ii)  any  other  Primary Treasury Dealer selected by the
Company.

         "Reference  Treasury  Dealer  Quotation"  means,  with  respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the  Company,  of the bid and asked  prices for the  Comparable  Treasury  Issue
(expressed  in each case as a  percentage  of its  principal  amount)  quoted in
writing to the Trustee by such Reference  Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding such redemption date.


1051043.4  10201 1256C  00692469

                               Addendum - Page 1

<PAGE>

     Notice of any redemption  will be mailed at least 30 days but not more than
60 days before the  redemption  date to each holder of the Notes to be redeemed.
Unless the Company defaults in payment of the redemption price, on and after the
redemption date, interest will cease to accrued on the Notes or portions thereof
called for redemption.

                                      # # #


1051043.4  10201 1256C  00692469

                               Addendum - Page 2

<PAGE>