exv4w02



 







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.




 









 










	 	 	 	 	 
	REGISTERED

	CUSIP No.:
	 	PRINCIPAL AMOUNT:
	No. FLR-  

	                    
	 	                    






UNITED DOMINION REALTY TRUST, INC.




MEDIUM-TERM NOTE

(Floating Rate)




	 	 	 	 	 
	INTEREST RATE BASIS 
OR BASES:

	ORIGINAL ISSUE DATE:
	STATED MATURITY DATE:
	 
	 	 	 	 
	IF LIBOR:
	 	IF CMT RATE:

	o LIBOR Reuters
	 	o CMT Telerate Page 7051

	Page:
	 	o CMT Telerate Page 7052:

	o LIBOR Telerate
	 	o Weekly Average

	Page:
	 	o Monthly Average

	LIBOR Currency:
	 	 	 	 
	 
	 	 	 	 
	INDEX MATURITY:

	 	INITIAL INTEREST RATE: %
	 	INTEREST PAYMENT DATE(S):
	 
	 	 	 	 
	SPREAD (PLUS OR
MINUS):

	 	SPREAD MULTIPLIER:
DATE:
	 	INITIAL INTEREST RESET
	 
	 	 	 	 
	MINIMUM INTEREST RATE: %

	 	MAXIMUM INTEREST RATE: %
	 	INTEREST RESET DATE(S):
	 
	 	 	 	 
	INITIAL REDEMPTION
DATE:

	 	INITIAL REDEMPTION
PERCENTAGE: %
	 	ANNUAL REDEMPTION
PERCENTAGE REDUCTION: %
	 
	 	 	 	 
	OPTIONAL REPAYMENT
DATE(S):

	 	CALCULATION AGENT:
	 	o CHECK IF DISCOUNT NOTE

Issue Price: %
	 
	 	 	 	 
	DEFAULT INTEREST RATE %
	 	 	 	 
	 
	 	 	 	 
	INTEREST CATEGORY:

	 	DAY COUNT CONVENTION:	 	 
	 
	 	 	 	 
	o Regular Floating Rate Note

	 	o 30/360 for the period	 	 
	 
	 	 	 	 
	o Floating Rate/Fixed Rate Note	 	from             to            .

	Fixed Rate Commencement Date:
	 	o Actual/360 for the period

	Fixed Interest Rate: %
	 	from             to            .

	o Inverse Floating Rate Note	 	o Actual/Actual for the period

	Fixed Interest Rate: %
	 	from             to            .

	 	 	Applicable Interest Rate Basis:

	 
	 	 	 	 
	SPECIFIED CURRENCY:	 	AUTHORIZED DENOMINATION:

	o U.S. dollars	 	o $1,000 and integral multiples thereof

	o Other:	 	o Other:

	 
	 	 	 	 
	EXCHANGE RATE AGENT:
	 	 	 	 
	 
	 	 	 	 
	ADDENDUM ATTACHED
	 	 	 	 
	[ ] Yes
	 	 	 	 
	[ ] No
	 	 	 	 
	OTHER/ADDITIONAL PROVISIONS:
	 	 	 	 







2










 







     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.




3









 









agency maintained by the Company for that purpose in the Borough of Manhattan, The City of New
York, currently the office of the Trustee located at 100 Wall Street, 16th Floor, New
York, New York 10005, 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 U.S. 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 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 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 banking institutions 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 U.S. dollars, such day must also not be a day on which
banking institutions are authorized or required by law, regulation or executive order to close in
the Principal Financial Center (as defined below) of the country issuing the Specified Currency
(or,





 




			
	...(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.




4









 









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 banking institutions 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 U.S. dollars, Australian
dollars, Canadian dollars, Euros, South African rand 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
U.S. 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 U.S. dollars for payment to the Holder
of this Note.



     Any U.S. 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 U.S. dollars for settlement on such payment date in the aggregate amount of
the Specified Currency payable to all Holders of Notes scheduled to receive U.S. 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 U.S. 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.



5









 





     If the Specified Currency is other than U.S. 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 U.S. 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 U.S. 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 U.S. 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.



6









 





     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., a

Maryland corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	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.




U.S. BANK NATIONAL ASSOCIATION,

successor trustee to Wachovia Bank, National

Association (formerly known as First Union

National Bank of Virginia), as Trustee




	 	 	 	 	 
	By

	 	 	 	 
	 

	 	 	 	 
	 

	 	Authorized Signatory	 	 







7










 







[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 U.S. Bank National
Association, successor trustee to 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.



8









 





     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.




9









 











     (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



10









 




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 U.S. 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



11









 




for negotiable U.S. 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 U.S. dollar certificates of deposit in The City of New York selected by the
Calculation Agent for negotiable U.S. dollar certificates of deposit of major U.S. money market
banks for negotiable U.S. 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



12









 






     (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 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 U.S. government securities dealers in The City
of New York(which may include the Agents or their affiliates) (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



13









 







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.



     (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 Bloomberg 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



14









 






     (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 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 specified on the face hereof have remaining terms to maturity equally close to the Index
Maturity, the quotes for the United States Treasury security with the shorter original remaining
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 U.S. dollar commercial paper in The City of New York
(which may include the Agents or their affiliates)



15









 




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




     (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.



16









 





     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 U.S. 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 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 U.S.
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 U.S. dollar federal funds arranged by each of three leading brokers of U.S. dollar
federal funds transactions in The City of New York (which may include the Agents or their
affiliates) 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




17









 







     (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 (which may include the Agents or their affiliates) 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 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 (which may include the Agents or their affiliates) 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, U.S. 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



18









 





     (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 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 U.S. 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



19









 





     (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



     (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 (which may include the Agents or their affiliates) 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” refers 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 U.S. 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



20









 







rate hereon then in effect and, if determined, the interest rate that will become effective as
a result of a determination made for the next succeeding Interest Reset Date.



     Accrued interest hereon shall be an amount calculated by multiplying the principal amount
hereof by an accrued interest factor. Such accrued interest factor shall be computed by adding the
interest factor calculated for each day in the applicable Interest Period. Unless otherwise
specified as the Day Count Convention on the face hereof, the interest factor for each such date
shall be computed by dividing the interest rate applicable to such day by 360 if the CD Rate, the
Commercial Paper Rate, the Eleventh District Cost of Funds Rate, the Federal Funds Rate, LIBOR or
the Prime Rate is an applicable Interest Rate Basis, or by the actual number of days in the year if
the CMT Rate or the Treasury Rate is an applicable Interest Rate Basis. Unless otherwise specified
as the Day Count Convention on the face hereof, the interest factor for this Note, if the interest
rate is calculated with reference to two or more Interest Rate Bases, shall be calculated in each
period in the same manner as if only the Applicable Interest Rate Basis specified on the face
hereof applied.



     All percentages resulting from any calculation on this Note shall be rounded to the nearest
one hundred-thousandth of a percentage point, with five one-millionths of a percentage point
rounded upwards, and all amounts used in or resulting from such calculation on this Note shall be
rounded, in the case of U.S. dollars, to the nearest cent or, in the case of a Specified Currency
other than U.S. dollars, to the nearest unit (with one-half cent or unit being rounded upwards).



     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” or “Subsidiary” 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 that is not secured by any
mortgage, lien, charge, pledge or security interest of any kind upon any of their properties.



21









 





     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.



     [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 pursuant to a board resolution 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





 




			
	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.




22









 









Authorized Denominations but otherwise having the identical terms and provisions, as requested
by the Holder hereof surrendering the same.




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



     Prior to due presentment of this Note for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may treat the Holder 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.



23









 





ABBREVIATIONS




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



	 	 	 	 	 	 	 
	TEN COM

	 	-
	 	as tenants in common
	 	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)
	 
	 	 	 	 	 	 
	 	 	 	 	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.	 	 






24









 







[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 office in the Borough of
Manhattan, The City of New York, currently located at 100 Wall Street, 16th Floor, New
York, New York 10005, 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
	 	 
	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.]11	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 

Medallion Signature Guarantee
	 	 








 




			
	11	 	This form applies to certificated Notes only.




25









 










	 	 	 	 	 	 	 	 	 
	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.






26