<PAGE>


                                                                    EXHIBIT 4.02


                                 [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.

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.](1)

[IF THIS NOTE IS AN ORIGINAL ISSUE DISCOUNT NOTE, INSERT THE FOLLOWING LANGUAGE:
FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE UNITED STATES INTERNAL REVENUE
CODE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THIS NOTE IS % OF ITS PRINCIPAL
AMOUNT, THE ISSUE DATE IS [AND] THE YIELD TO MATURITY IS %. [THE METHOD USED TO
DETERMINE THE AMOUNT OF ORIGINAL ISSUE DISCOUNT APPLICABLE TO THE SHORT ACCRUAL
PERIOD OF     , 20 TO     , 20 , IS   % OF THE PRINCIPAL AMOUNT OF THIS NOTE.]]

[IF THIS NOTE IS SUBJECT TO THE CONTINGENT PAYMENT DEBT REGULATIONS, ALSO INSERT
THE FOLLOWING LANGUAGE: IN ADDITION, THIS NOTE IS SUBJECT TO UNITED STATES
FEDERAL INCOME TAX REGULATIONS GOVERNING CONTINGENT PAYMENT DEBT INSTRUMENTS.
FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE UNITED STATES INTERNAL
REVENUE CODE, THE ISSUE PRICE OF EACH NOTE IS $[ ] PER $1,000 OF PRINCIPAL
AMOUNT AND THE COMPARABLE YIELD IS [ ]%, COMPOUNDED SEMI-ANNUALLY (WHICH WILL BE
TREATED AS THE YIELD FOR UNITED STATES FEDERAL INCOME TAX PURPOSES). THE COMPANY
AGREES TO PROVIDE PROMPTLY TO THE HOLDER OF THIS NOTE, UPON WRITTEN REQUEST, THE
AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE, YIELD TO MATURITY, COMPARABLE
YIELD AND PROJECTED PAYMENT SCHEDULE. ANY SUCH WRITTEN REQUEST SHOULD BE SENT TO
THE COMPANY AT THE FOLLOWING ADDRESS: [         ].]


----------

(1)      This paragraph applies to global Notes only.



<PAGE>
REGISTERED                CUSIP No.:                PRINCIPAL AMOUNT:
No. FLR-
        ---               --------------            ----------------


                       UNITED DOMINION REALTY TRUST, INC.

                                MEDIUM-TERM NOTE
                                 (FLOATING RATE)


<Table>
<Caption>
INTEREST RATE BASIS             ORIGINAL ISSUE DATE:            STATED MATURITY DATE:
OR BASES:
<S>                             <C>                             <C>
  IF LIBOR:                                                     IF CMT RATE:
      [ ] LIBOR Reuters                                             [ ] CMT Telerate Page 7051
          Page:                                                     [ ] CMT Telerate Page 7052:
      [ ] LIBOR Telerate                                                [ ] Weekly Average
          Page:                                                         [ ] Monthly Average
      LIBOR Currency:
</Table>



<Table>
<S>                                     <C>                                     <C>
INDEX MATURITY:                         INITIAL INTEREST RATE:   %              INTEREST PAYMENT DATE(S):

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

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

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

OPTIONAL REPAYMENT                      CALCULATION AGENT:                      [ ] CHECK IF DISCOUNT NOTE
DATE(S):                                                                        Issue Price:    %
</Table>


Default Interest Rate %


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        .
                                              Applicable Interest Rate Basis:


SPECIFIED CURRENCY:                           AUTHORIZED DENOMINATION:
[ ] United States dollars                     [ ] $1,000 and integral multiples
[ ] Other:                                        thereof
                                              [ ] Other:



                                       2
<PAGE>


EXCHANGE RATE AGENT:


ADDENDUM ATTACHED
[ ] Yes
[ ] No


OTHER/ADDITIONAL PROVISIONS:



                                       3
<PAGE>
         UNITED DOMINION REALTY TRUST, INC., a Maryland corporation (the
"Company", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to        ,
or registered assigns, the Principal Amount of          , on the Stated Maturity
Date specified above (or any Redemption Date or Repayment Date, each as defined
on the reverse hereof, or any earlier date of acceleration of maturity) (each
such date being hereinafter referred to as the "Maturity Date" with respect to
the principal repayable on such date) and to pay interest thereon (and on any
overdue principal, premium and/or interest to the extent legally enforceable) 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. 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 payment will commence on the Interest Payment Date
immediately following the next succeeding Record Date to the registered holder
(the "Holder") of this Note on the next succeeding Record 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, as defined
on the reverse hereof) 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 hereof and premium, if any, hereon shall be payable. Any such
interest not so punctually paid or duly provided for on any Interest Payment
Date other than the Maturity Date ("Defaulted Interest") shall forthwith cease
to be payable to the Holder on the close of business on any Record Date and,
instead, 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 less than 10 calendar days prior to such Special Record Date or may
be paid at any time in any other lawful manner, 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 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 delivery of [a duly completed election form](2)
[instructions](3) as contemplated on the reverse hereof) at the office or


----------

(2)      This text applies to certificated Notes only.



                                       4
<PAGE>


agency maintained by the Company for that purpose in the Borough of Manhattan,
The City of New York, currently the corporate trust office of the Trustee
located at 40 Broad Street, 5th Floor, New York, New York 10004, or at such
other paying agency in the Borough of Manhattan, The City of New York, as the
Company may determine; provided, however, that if the Specified Currency (as
defined below) 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 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 the Maturity Date, provided that such bank has appropriate
facilities therefor and that this Note is presented and surrendered and, if
applicable, [a duly completed repayment election form is](4) [instructions
are](5) delivered 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 of 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 such Interest
Payment Date by wire transfer of immediately available funds if such Holder has
delivered appropriate wire transfer instructions in writing to 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 Day. If 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 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 commercial banks are
authorized or required by law, regulation or executive order to close in The
City of New York; provided, however, that if the Specified Currency is other
than United States dollars, such day must also not be a day on which commercial
banks 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,


----------

....(continued)

(3)      This texts applies to global Notes only.

(4)      This texts applies to certificated Notes only.

(5)      This texts applies to global Notes only.



                                       5
<PAGE>


if the Specified Currency is Euro, such day must also be a day on which the
Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET)
System is open); provided, further, that if LIBOR is an applicable Interest Rate
Basis, such day must also be a London Banking Day (as defined below). "London
Banking Day" means a day on which commercial banks are open for business
(including dealings in the LIBOR Currency (as defined on the reverse hereof)) in
London. "Principal Financial Center" means (i) the capital city of the country
issuing the Specified Currency or (ii) the capital city of the country to which
the LIBOR Currency relates, as applicable, except, in the case of (i) or (ii),
that with respect to United States dollars, Australian dollars, Canadian
dollars, Euros, South African rands and Swiss francs, the "Principal Financial
Center" shall be The City of New York, Sydney, Toronto, London (solely in the
case of the LIBOR Currency), Johannesburg and Zurich, respectively.

         The Company is obligated to make payment of principal, premium, if any,
and interest in respect of this Note in the currency in which this Note is
denominated above (or, if such currency is not at the time of such payment legal
tender for the payment of public and private debts in the country issuing such
currency or, if such currency is Euro, in the member states of the European
Union that have adopted the single currency in accordance with the Treaty
establishing the European Community, as amended by the Treaty on European Union,
then the currency which is at the time of such payment legal tender in the
related country or in the adopting member states of the European Union, as the
case may be) (the "Specified Currency"). If the Specified Currency is other than
United States dollars, except as otherwise 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.

         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 the Specified
Currency payable to all Holders of 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, if any, 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, if any, and need not file a separate election for each
payment. Such election will remain in effect until revoked by written notice
delivered 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.



                                       6
<PAGE>


         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, if any, in respect of this Note in the Specified Currency,
but the Specified Currency is not available due to the imposition of exchange
controls or other circumstances beyond the 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) determined by the Exchange Rate Agent 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. The
"Market Exchange Rate" for the Specified Currency other than United States
dollars means the noon dollar buying rate in The City of New York for cable
transfers for the Specified Currency as certified for customs purposes (or, if
not so certified, as otherwise determined) by the Federal Reserve Bank of New
York. Any payment made in United States dollars under such circumstances shall
not constitute an Event of Default (as defined in the Indenture).

         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.

         The Company agrees to indemnify the Holder of any Note against any loss
incurred by such Holder as a result of any judgment or order being given or made
against the Company for any amount due hereunder and such judgment or order
requiring payment in a currency (the "Judgment Currency") other than the
Specified Currency, and as a result of any variation between (i) the rate of
exchange at which the Specified Currency amount is converted into the Judgment
Currency for the purpose of such judgment or order, and (ii) the rate of
exchange at which such Holder, on the date of payment of such judgment or order,
is able to purchase the Specified Currency with the amount of the Judgment
Currency actually received by such Holder, as the case may be. The foregoing
indemnity constitutes a separate and independent obligation of the Company and
continues in full force and effect notwithstanding any such judgment or order as
aforesaid. The term "rate of exchange" includes any premiums and costs of
exchange payable in connection with the purchase of, or conversion into, the
relevant currency.

         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 an
Addendum hereto, which further provisions shall have the same force and effect
as if set forth on the face hereof.

         Notwithstanding the foregoing, if an Addendum is attached hereto or
"Other/Additional Provisions" apply to this Note as specified above, 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 by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.



                                       7
<PAGE>


         IN WITNESS WHEREOF, United Dominion Realty Trust, Inc. has caused this
Note to be duly executed by one of its duly authorized officers.

                                      UNITED DOMINION REALTY TRUST, INC.



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


Dated:


ATTEST:


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


TRUSTEE'S CERTIFICATE OF AUTHENTICATION:

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


WACHOVIA BANK, NATIONAL ASSOCIATION,
as Trustee


By
   -------------------------------
         Authorized Signatory



                                       8
<PAGE>


                                [REVERSE OF NOTE]

                       UNITED DOMINION REALTY TRUST, INC.

                                MEDIUM-TERM NOTE
                                 (FLOATING RATE)


         This Note is one of a duly authorized series of Debt Securities (the
"Debt Securities") of the Company issued and to be issued under an Indenture,
dated as of November 1, 1995, as amended, modified or supplemented from time to
time (the "Indenture"), between the Company (successor by merger to United
Dominion Realty Trust, Inc., a Virginia corporation) and Wachovia Bank, National
Association (formerly known as First Union National Bank of Virginia), 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 Debt Securities, and of the terms upon which the Debt Securities are, and
are to be, authenticated and delivered. This Note is one of the series of Debt
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 other
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 or 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
other integral multiple of an Authorized Denomination (provided that any
remaining principal amount hereof shall be at least U.S.$1,000 or such other
minimum Authorized Denomination), at the Redemption Price (as defined below),
together with unpaid interest accrued thereon to the date fixed for redemption
(the "Redemption Date"), on written notice given to the Holder hereof (in
accordance with the provisions of the Indenture) not more than 60 nor less than
30 calendar days prior to the Redemption Date. The "Redemption Price" shall be
an amount equal to the Initial Redemption Percentage specified on the face
hereof (as adjusted by the Annual Redemption Percentage Reduction, if any,
specified on the face hereof) multiplied by the unpaid principal amount of this
Note to be redeemed. The Initial Redemption Percentage, if any, shall decline at
each anniversary of the Initial Redemption Date by the Annual Redemption
Percentage Reduction, if any, until the Redemption Price is 100% of 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 and provisions as this Note shall be issued by the Company
in the name of the Holder hereof upon the presentation and surrender hereof.



                                       9
<PAGE>


         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 from time to time in part in increments of U.S.$1,000
or other integral multiple of an Authorized Denomination (provided that any
remaining principal amount hereof shall be at least U.S.$1,000 or such other
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 (the "Repayment Date"). 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, not more than 60 nor less than 30 calendar
days prior to the Repayment Date, such Note and [the form thereon entitled
"Option to Elect Repayment" duly completed](6) [instructions to such effect
forwarded by the Holder hereof].(7) 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 of like tenor for the unrepaid portion hereof and
otherwise having the same terms and provisions as this Note shall be issued by
the Company in the name of the Holder hereof upon the presentation and surrender
hereof.

         If this Note is specified on the face hereof to be a Discount Note, 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 (1) 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 (2) any unpaid
interest accrued thereon 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 so as to cause an assumed yield on the
Note to be constant. The assumed 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 interest 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:


----------

(6)      This texts applies to certificated Notes only.

(7)      This text applies to global Notes only.



                                       10
<PAGE>


                  (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 the face hereof specifies that either
         "Other/Additional Provisions" or an Addendum hereto applies, in each
         case, relating to a different interest rate formula, 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 Date specified on the face hereof to the Maturity Date
         shall be the Fixed Interest Rate specified on the face hereof or, if no
         Fixed Interest Rate is so specified, the interest rate in effect 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; and provided,
         further, 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 based on: (i)
if such day is an Interest Reset Date, the 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 rate determined as
of the Interest Determination Date immediately preceding the most recent
Interest Reset Date; provided, however, that the interest rate for the period,
if any, from the Original Issue Date to the Initial Interest Reset Date shall be
the Initial Interest Rate. 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



                                       11
<PAGE>


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
specified on the face hereof 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 Federal Funds Rate
and the Prime Rate will be the Business Day immediately preceding the applicable
Interest Reset Date; the "Interest Determination Date" with respect to the CD
Rate, the CMT Rate and the Commercial Paper 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 working 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
Banking Day immediately preceding the applicable Interest Reset Date, unless the
LIBOR 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 such Monday is a legal
holiday, in which case the auction is normally held on the immediately
succeeding Tuesday, although 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.

         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 applicable provisions below.

         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:

         (1) the rate on such Interest Determination Date for negotiable United
States dollar certificates of deposit having the Index Maturity specified on the
face hereof as published in H.15(519) (as defined below) under the caption "CDs
(secondary market)", or

         (2) if the rate referred to in clause (1) is not so published by 3:00
P.M., New York City time, on the related Calculation Date, the rate on such CD
Rate Interest Determination Date



                                       12
<PAGE>


for negotiable United States dollar certificates of deposit of the Index
Maturity as published in H.15 Daily Update (as defined below), or such other
recognized electronic source used for the purpose of displaying the applicable
rate, under the caption "CDs (secondary market)", or

         (3) if the rate referred to in clause (2) is not so published by 3:00
P.M., New York City time, on such Calculation Date, the rate on such CD Rate
Interest Determination Date calculated by the Calculation Agent as 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 market banks 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 such market at such time, or

         (4) if the dealers so selected by the Calculation Agent are not quoting
as mentioned in clause (3), the CD Rate in effect on such CD Rate Interest
Determination Date.

         "H.15(519)" means the weekly statistical release designated as
H.15(519), or any successor publication, published by the Board of Governors of
the Federal Reserve System.

         "H.15 Daily Update" means the daily update of H.15(519), available
through the world-wide-web site of the Board of Governors of the Federal Reserve
System at http://www.federalreserve/releases/h15/update, or any successor site
or publication.

         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 by the Calculation
Agent as of the applicable Interest Determination Date (a "CMT Rate Interest
Determination Date") in accordance with the following provisions:

         (1) if "CMT Telerate Page 7051" is specified on the face hereof:

                  (a) the percentage equal to the yield for United States
         Treasury securities at "constant maturity" having the Index Maturity
         specified on the face hereof as published in H.15(519) under the
         caption "Treasury Constant Maturities", as such yield is displayed on
         Moneyline Telerate, Inc. (or any successor service) on page 7051 (or
         any other page as may replace such page on such service) ("Telerate
         Page 7051") or, if not so displayed, on the Bloomberg service (or any
         successor service) on page NDX 7 (or any other page as may replace the
         specified page on that service) ("Bloomberg Page NDX 7"), for such CMT
         Rate Interest Determination Date, or

                  (b) if the rate referred to in clause (a) does not so appear
         on Telerate Page 7051 or Bloomberg Page NDX 7, as the case may be, on
         the related Calculation Date, the percentage equal to the yield for
         United States Treasury securities at "constant maturity" having the
         Index Maturity and for such CMT Rate Interest Determination Date as
         published in H.15(519) under the caption "Treasury Constant
         Maturities", or

                  (c) if the rate referred to in clause (b) does not appear in
         H15(519) on the related Calculation Date, the rate on such CMT Rate
         Interest Determination Date for the



                                       13
<PAGE>


         period of the Index Maturity as may then be published by either the
         Federal Reserve System Board of Governors or the United States
         Department of the Treasury that the Calculation Agent determines to be
         comparable to the rate which would otherwise have been published in
         H.15(519), or

                  (d) if the rate referred to in clause (c) is not so published
         on the related Calculation Date, the rate on such CMT Rate Interest
         Determination Date calculated by the Calculation Agent as a
         yield-to-maturity based on the arithmetic mean of the secondary market
         bid prices at approximately 3:30 P.M., New York City time, on such CMT
         Rate Interest Determination Date of three leading primary United States
         government securities dealers in The City of New York (each, a
         "Reference Dealer") selected by the Calculation Agent (from five such
         Reference Dealers 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 United States Treasury
         securities with an original maturity equal to the Index Maturity, a
         remaining term to maturity no more than 1 year shorter than the Index
         Maturity and in a principal amount that is representative for a single
         transaction in such securities in such market at such time, or

                  (e) if fewer than five but more than two of the prices
         referred to in clause (d) are provided as requested, the rate on such
         CMT Rate Interest Determination Date calculated by the Calculation
         Agent based on the arithmetic mean of the bid prices obtained and
         neither the highest nor lowest of such quotations shall be eliminated,
         or

                  (f) if fewer than three prices referred to in clause (d) are
         provided as requested, the rate on such CMT Rate Interest Determination
         Date calculated by the Calculation Agent as a yield-to-maturity based
         on the arithmetic mean of the secondary market bid prices as of
         approximately 3:30 P.M., New York City time, on such CMT Rate Interest
         Determination Date of three Reference Dealers selected by the
         Calculation Agent (from five such Reference Dealers 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 United States Treasury securities with an original
         maturity greater than the Index Maturity, a remaining term to maturity
         closest to the Index Maturity and in a principal amount that is
         representative for a single transaction in such securities in such
         market at such time, or

                  (g) if fewer than five but more than two such prices referred
         to in clause (f) are provided as requested, the rate on such CMT Rate
         Interest Determination Date calculated by the Calculation Agent based
         on the arithmetic mean of the bid prices obtained and neither the
         highest nor the lowest of such quotations shall be eliminated, or

                  (h) if fewer than three prices referred to in clause (f) are
         provided as requested, the CMT Rate in effect on such CMT Rate Interest
         Determination Date. If two such United States Treasury securities with
         an original maturity greater than the Index Maturity have remaining
         terms to maturity equally close to the Index Maturity, the quotes for
         the Treasury security with the shorter original term to maturity will
         be used.



                                       14
<PAGE>


         (2)      If "CMT Telerate Page 7052" is specified on the face hereof:

                  (a) the percentage equal to the one-week or one-month, as
         specified on the face hereof, average yield for United States Treasury
         securities at "constant maturity" having the Index Maturity specified
         on the face hereof as published in H.15(519) opposite the caption
         "Treasury Constant Maturities", as such yield is displayed on Moneyline
         Telerate, Inc. (or any successor service) on page 7052 (or any other
         page as may replace such page on such service ) ("Telerate Page 7052")
         or, if not so displayed, on the Bloomberg service) (or any successor
         service) on page NDX 7 (or any other page as may replace the specified
         page on that service) ("Bloomberg Page NDX 7"), for the week or month,
         as applicable, ended immediately preceding the week or month, as
         applicable, in which such CMT Rate Interest Determination Date falls,
         or

                  (b) if the rate referred to in clause (a) does not so appear
         on the Telerate Page 7052 or Bloomberg Page NDX 7, as the case may be,
         on the related Calculation Date, the percentage equal to the one-week
         or one-month, as specified on the face hereof, average yield for United
         States Treasury securities at "constant maturity" having the Index
         Maturity and for the week or month, as applicable, preceding such CMT
         Rate Interest Determination Date as published in H.15(519) opposite the
         caption "Treasury Constant Maturities", or

                  (c) if the rate referred to in clause (b) does not appear in
         H15(519) on the related Calculation Date, the one-week or one-month, as
         specified on the face hereof, average yield for United States Treasury
         securities at "constant maturity" having the Index Maturity as
         otherwise announced by the Federal Reserve Bank of New York for the
         week or month, as applicable, ended immediately preceding the week or
         month, as applicable, in which such CMT Rate Interest Determination
         Date falls, or

                  (d) if the rate referred to in clause (c) is not so published
         on the related Calculation Date, the rate on such CMT Rate Interest
         Determination Date calculated by the Calculation Agent as a
         yield-to-maturity based on the arithmetic mean of the secondary market
         bid prices at approximately 3:30 P.M., New York City time, on such CMT
         Rate Interest Determination Date of three Reference Dealers selected by
         the Calculation Agent (from five such Reference Dealers 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 United States Treasury securities with an original
         maturity equal to the Index Maturity, a remaining term to maturity of
         no more than 1 year shorter than the Index Maturity and in a principal
         amount that is representative for a single transaction in such
         securities in such market at such time, or

                  (e) if fewer than five but more than two of the prices
         referred to in clause (d) are provided as requested, the rate on such
         CMT Rate Interest Determination Date calculated by the Calculation
         Agent based on the arithmetic mean of the bid prices obtained and
         neither the highest nor lowest of such quotations shall be eliminated,
         or

                  (f) if fewer than three prices referred to in clause (d) are
         provided as requested, the rate on such CMT Rate Interest Determination
         Date calculated by the



                                       15
<PAGE>


         Calculation Agent as a yield-to-maturity based on the arithmetic mean
         of the secondary market bid prices as of approximately 3:30 P.M., New
         York City time, on such CMT Rate Interest Determination Date of three
         Reference Dealers selected by the Calculation Agent (from five such
         Reference Dealers 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 United States Treasury
         securities with an original maturity longer than the Index Maturity, a
         remaining term to maturity closest to the Index Maturity and in a
         principal amount that is representative for a single transaction in
         such securities in such market at such time, or

                  (g) if fewer than five but more than two prices referred to in
         clause (f) are provided as requested, the rate on such CMT Rate
         Interest Determination Date calculated by the Calculation Agent based
         on the arithmetic mean of the bid prices obtained and neither the
         highest nor lowest of such quotations shall be eliminated, or

                  (h) if fewer than three prices referred to in clause (f) are
         provided as requested, the CMT Rate in effect on such CMT Rate Interest
         Determination Date.

         If two United States Treasury securities with an original maturity
greater than the Index Maturity have remaining terms to maturity equally close
to the Index Maturity, the quotes for the Treasury security with the shorter
original term to maturity will be used.

         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:

         (1) the Money Market Yield (as defined below) on the Commercial Paper
Rate Interest Determination Date of the rate for commercial paper having the
Index Maturity specified on the face hereof as published in H.15(519) under the
caption "Commercial Paper-Nonfinancial", or

         (2) if the rate referred to in clause (1) is not so published by 3:00
P.M., New York City time, on the related Calculation Date, the Money Market
Yield of the rate on such Commercial Paper Rate Interest Determination Date for
commercial paper having the Index Maturity as published in H.15 Daily Update, or
such other recognized electronic source used for the purpose of displaying the
applicable rate, under the caption "Commercial Paper-Nonfinancial", or

         (3) if the rate referred to in clause (2) is not so published by 3:00
P.M., New York City time, on such Calculation Date, the rate on such Commercial
Paper Rate Interest Determination Date calculated by the Calculation Agent as
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 United States dollar
commercial paper in The City of New York selected by the Calculation Agent for
commercial paper having the Index Maturity placed for industrial issuers whose
bond rating is "Aa", or the equivalent, from a nationally recognized statistical
rating organization, or



                                       16
<PAGE>


         (4) if the dealers so selected by the Calculation Agent are not quoting
as mentioned in clause (3), 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 applicable Interest Reset Period.

         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:

         (1) 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 "11th District" on the display on Moneyline Telerate, Inc. (or any
successor service) on page 7058 (or any other page as may replace such page on
such service) ("Telerate Page 7058") or, if not so displayed, on the Bloomberg
service (or any successor service) on page ALLX COF (or any other page as may
replace the specified page on that service) ("Bloomberg Page ALLX COF"), as of
11:00 A.M., San Francisco time, on such Eleventh District Cost of Funds Rate
Interest Determination Date, or

         (2) if the rate referred to in clause (1) does not so appear on
Telerate Page 7058 or Bloomberg Page ALLX COF, as the case may 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, or

         (3) 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
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:

         (1) the rate on such Federal Funds Rate Interest Determination Date for
United States dollar federal funds as published in H.15(519) under the caption
"Federal Funds (Effective)" and displayed on Moneyline Telerate, Inc. (or any
successor service) on page 120 (or any other page



                                       17
<PAGE>


as may replace such page on such service) ("Telerate Page 120") or, if not so
displayed, on the Bloomberg service (or any successor service) on page FEDL (or
any other page as may replace the specified page on that service ("Bloomberg
Page FEDL"), or

         (2) if the rate referred to in clause (1) does not so appear on
Telerate page 120 or Bloomberg Page FEDL, as the case may be, or is not so
published by 3:00 P.M., New York City time, on the related Calculation Date, the
rate on such Federal Funds Rate Interest Determination Date for United States
dollar federal funds as published in H.15 Daily Update, or such other recognized
electronic source used for the purpose of displaying the applicable rate, under
the caption "Federal Funds (Effective)", or

         (3) if the rate referred to in clause (2) is not so published by 3:00
P.M., New York City time, on such Calculation Date, the rate on such Federal
Funds Rate Interest Determination Date calculated by the Calculation Agent as
the arithmetic mean of the rates for the last transaction in overnight United
States dollar federal funds arranged by three leading brokers of United States
dollar 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, or

         (4) if the brokers so selected by the Calculation Agent are not quoting
as mentioned in clause (3), 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:

         (1) if "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 LIBOR Currency (as
defined below) having the Index Maturity specified on the face hereof,
commencing on the related Interest Reset Date, that appears on the LIBOR Page
(as defined below) as of 11:00 A.M., London time, on such LIBOR Interest
Determination Date, or

         (2) if "LIBOR Reuters" is specified on the face hereof, the arithmetic
mean of the offered rates calculated by the Calculation Agent (unless the LIBOR
Page by its terms provides only for a single rate, in which case the offered
rate) for deposits in the LIBOR Currency having the Index Maturity, commencing
on such Interest Reset Date, that appear (or, if only a single rate is required
as aforesaid, appears) on the LIBOR Page as of 11:00 A.M., London time, on such
LIBOR Interest Determination Date, or

         (3) if fewer than two offered rates appear, or if no such rate appears,
as applicable, on such LIBOR Interest Determination Date on the LIBOR Page as
specified in clause (1) or (2) above, the rate calculated by the Calculation
Agent of at least two offered quotations obtained by the Calculation Agent after
requesting the principal London offices of each of four major reference banks in
the London interbank market to provide the Calculation Agent with its offered
quotation for deposits in the LIBOR Currency for the period of the Index
Maturity, commencing on such Interest Reset Date, to prime banks in the London
interbank market at approximately



                                       18
<PAGE>


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 the LIBOR
Currency in such market at such time, or

         (4) if fewer than two quotations referred to in clause (3) are provided
as requested, the rate calculated by the Calculation Agent as 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 LIBOR Currency to leading European banks having the Index
Maturity and in a principal amount that is representative for a single
transaction in the LIBOR Currency in such market at such time, or

         (5) if the banks so selected by the Calculation Agent are not quoting
as mentioned in clause (4), LIBOR in effect on such LIBOR Interest Determination
Date.

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

         "LIBOR Page" means either: (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, if no such display, the display
on the Bloomberg service (or any successor service) on the page specified in the
applicable pricing supplement (or any other page as may replace such page on
such service), in each case for the purpose of displaying the London interbank
rates of major banks for the LIBOR 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
Moneyline Telerate (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, if no
such display, the display on the Bloomberg service (or any successor service) on
the page specified in the applicable pricing supplement (or any other page as
may replace such page on such service), in each case for the purpose of
displaying the London interbank rates of major banks for the LIBOR Currency.

         Prime Rate. If an Interest Rate Basis for this Note is specified on the
face hereof as the Prime Rate, the Prime Rate shall be determined as of the
applicable Interest Determination Date (a "Prime Rate Interest Determination
Date") as:

         (1) the rate on such Prime Rate Interest Determination Date as
published in H.15(519) under the caption "Bank Prime Loan", or

         (2) if the rate referred to in clause (1) is not so published by 3:00
P.M., New York City time, on the related Calculation Date, the rate on such
Prime Rate Interest Determination Date as published in H.15 Daily Update, or
such other recognized electronic source used for the purpose of displaying the
applicable rate, under the caption "Bank Prime Loan", or

         (3) if the rate referred to in clause (2) is not so published by 3:00
P.M., New York City time, on such Calculation Date, the rate on such Prime Rate
Interest Determination Date calculated by the Calculation Agent as the
arithmetic mean of the rates of interest publicly announced by each bank that
appears on the Reuters Screen US PRIME 1 Page (as defined



                                       19
<PAGE>


below) as such bank's prime rate or base lending rate as of 11:00 A.M., New York
City time, on such Prime Rate Interest Determination Date, or

         (4) if fewer than four rates referred to in clause (3) are so published
by 3:00 P.M., New York City time, on such Calculation Date, the rate on such
Prime Rate Interest Determination Date calculated by the Calculation Agent as
the arithmetic mean of the prime rates or base lending 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 three major
banks in The City of New York selected by the Calculation Agent, or

         (5) if the banks so selected by the Calculation Agent are not quoting
as mentioned in clause (4), the Prime Rate in effect on such Prime Rate Interest
Determination Date.

         "Reuters Screen US PRIME 1 Page" means the display on the Reuter
Monitor Money Rates Service (or any successor service) on the "US PRIME 1" page
(or any other page as may replace the US PRIME 1 page on such service), or, if
no such display, the display on the Bloomberg service (or any successor service)
on the page specified in the applicable pricing supplement (or any other page as
may replace such page on such service), in each case 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:

         (1) 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 specified on the face hereof under
the caption "INVESTMENT RATE" on the display on Moneyline Telerate, Inc. (or any
successor service) on page 56 (or any other page as may replace such page on
such service) ("Telerate Page 56") or page 57 (or any other page as may replace
such page on such service) ("Telerate Page 57"), or, if not so displayed, on the
Bloomberg service (or any successor service) on page AUCK 18 (or any other page
as may replace the specified page on that service ("Bloomberg Page AUCK 18"), or

         (2) if the rate referred to in clause (1) is not so published by 3:00
P.M., New York City time, on the related Calculation Date, the Bond Equivalent
Yield (as defined below) of the rate for such Treasury Bills as published in
H.15 Daily Update, or such other recognized electronic source used for the
purpose of displaying the applicable rate, under the caption "U.S. Government
Securities/Treasury Bills/Auction High", or

         (3) if the rate referred to in clause (2) is not so published by 3:00
P.M., New York City time, on such Calculation Date, the Bond Equivalent Yield of
the auction rate of such Treasury Bills as announced by the United States
Department of the Treasury, or

         (4) if the rate referred to in clause (3) is not so announced by the
United States Department of Treasury or if the Auction is not held, the Bond
Equivalent Yield of the rate on such Treasury Rate Interest Determination Date
of such Treasury Bills as published in H.15(519) under the caption "U.S.
Government Securities/Treasury Bills/Secondary Market", or



                                       20
<PAGE>


         (5) if the rate referred to in clause (4) is not so published by 3:00
P.M., New York City time, on such Calculation Date, the rate on such Treasury
Rate Interest Determination Date of such Treasury Bills as published in H.15
Daily Update, or such other recognized electronic source used for the purpose of
displaying the applicable rate, under the caption "U.S. Government
Securities/Treasury Bills/Secondary Market", or

         (6) if the rate referred to in clause (5) is not so published by 3:00
P.M., New York City time, on such Calculation Date, the rate on such Treasury
Rate Interest Determination Date calculated by the Calculation Agent as the Bond
Equivalent Yield 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 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, or

         (7) if the dealers so selected by the Calculation Agent are not quoting
as mentioned in clause (6), the Treasury Rate in effect on such Treasury Rate
Interest Determination Date.

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


         Bond Equivalent Yield =              D X N              X 100
                                 ------------------------------
                                          360 - (D X M)


where "D" refers to the applicable per annum rate for Treasury Bills quoted on a
bank discount basis and expressed as a decimal, "N" to 365 or 366, as the case
may be, and "M" refers to the actual number of days in the applicable Interest
Reset Period.

         Notwithstanding the foregoing, the interest rate that may accrue hereon
during any Interest Reset Period 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



                                       21
<PAGE>


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, 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, to the nearest unit (with one-half
cent or unit being rounded upwards).

         In addition to the covenants set forth in the Indenture, the Company is
required to maintain Total Unencumbered Assets (as defined below) of not less
than 150% of the aggregate outstanding principal amount of the Company's
Unsecured Debt (as defined below). For purposes of this requirement, the
following capitalized terms shall be defined as follows:

         "Total Unencumbered Assets" means the sum of (i) those Undepreciated
Real Estate Assets (as defined below) not subject to an encumbrance and (ii) all
other assets of the Company and its Subsidiaries (as defined below) not subject
to encumbrance determined in accordance with generally accepted accounting
principles (but excluding accounts receivable and intangibles).

         "Subsidiaries" means a corporation, a limited liability company or a
partnership a majority of the outstanding voting stock, limited liability
company or partnership interests, as the case may be, of which is owned,
directly or indirectly, by the Company or by one or more other Subsidiaries of
the Company. For purposes of this definition, "voting stock" means stock having
voting power for the election of directors, managing members or trustees,
whether at all times or only so long as no senior class of stock has such voting
power by reason of any contingency.

         "Undepreciated Real Estate Assets" as of any date means the original
cost plus capital improvements of real estate assets of the Company and its
Subsidiaries determined in accordance with generally accepted accounting
principles.

         "Unsecured Debt" means debt of the Company or any Subsidiary which is
not secured by any mortgage, lien, charge, pledge or security interest of any
kind upon any of their properties.

         If an Event of Default shall occur and be continuing, the principal of
the Notes may, and in certain cases shall, be accelerated in the manner and with
the effect provided in the Indenture.



                                       22
<PAGE>


         [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.](8)

         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 Debt Securities at any time by the
Company and the Trustee with the consent of the Holders of a majority of the
aggregate principal amount of all Debt Securities at the time outstanding and
affected thereby. The Indenture also contains provisions permitting the Holders
of a majority of the aggregate principal amount of the outstanding Debt
Securities of any series, on behalf of the Holders of all such Debt Securities,
to waive compliance by the Company with certain provisions of the Indenture.
Furthermore, provisions in the Indenture permit the Holders of a majority of the
aggregate principal amount of the outstanding Debt Securities of any series, in
certain instances, to waive, on behalf of all of the Holders of Debt 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
herefor 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](9) 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 having
the same terms and provisions, of Authorized Denominations and for the same
aggregate principal amount, will be issued by the Company to the designated
transferee or transferees.

         As provided in the Indenture and subject to certain limitations therein
[and herein](10) 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 provisions, as requested by the Holder hereof
surrendering the same.


----------

(8)      Reference should be made to the terms of the particular series of Notes
         as to whether or not this paragraph applies.

(9)      This text applies to global Notes only.

(10)     This text applies to global Notes only.



                                       23
<PAGE>


         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 as the owner hereof 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, except as required by law.

         THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF VIRGINIA.



                                       24
<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:

<Table>
<S>             <C>                                            <C>
TEN COM    -    as tenants in common                           UNIF GIFT MIN ACT - ______ Custodian ______
TEN ENT    -    as tenants by the entireties                                       (Cust)          (Minor)
JT TEN     -    as joint tenants with right of                               under Uniform Gifts to Minors
                survivorship and not as tenants                              Act__________________________
                in common                                                                          (State)
</Table>

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


                       ----------------------------------
                                   ASSIGNMENT


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 hereby irrevocably constituting and
appointing



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

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

                                          --------------------------------------
                                          Notice: The signature(s) on this
                                          Assignment 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.



                                       25
<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 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, currently
located at 40 Broad Street, 5th Floor, New York, New York 10004, not more than
60 nor less than 30 calendar days prior to the Repayment Date, 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 other
integral multiple of an Authorized Denomination) (provided that any remaining
principal amount shall be at least U.S.$1,000 or the minimum Authorized
Denomination) which the Holder elects to have repaid and specify the
denomination or denominations (which shall be U.S.$1,000 or the minimum
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).


Name:
       -----------------------------
Capacity:
           -------------------------
Address:
          --------------------------
Telephone No.:
                --------------------
Tax Identification
  or Social Security No.:
                           ---------




Principal Amount
to be Repaid:  $
                --------------------          ----------------------------------
                                              Notice:  The signature(s) on this
Date:                                         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.](11)




                                              ----------------------------------
                                              Medallion Signature Guarantee


----------

(11)     This form applies to certificated Notes only.



                                       26
<PAGE>


Principal Amount
to be Repaid:  $
                --------------------          ----------------------------------
                                              Notice:  The signature(s) on
Date:                                         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.](12)




                                              ----------------------------------
                                              Medallion Signature Guarantee


----------

(12)     This form applies to certificated Notes only.



                                       27