EXHIBIT 4.2


     Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to the
Company or its agent for registration of transfer, exchange, or payment,
and any certificate issued is registered in the name of Cede & Co. or in
such other name as is requested by an authorized representative of DTC (and
any payment is made to Cede & Co. or to such other entity as is requested
by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as
the registered owner hereof, Cede & Co., has an interest herein.

     Unless and until it is exchanged in whole or in part for Securities in
definitive registered form, this Security may not be transferred except as
a whole by the Depositary to the 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.

                             THE ROUSE COMPANY

                           5.375% Notes due 2013

No. 1                                                          $350,000,000

                                                        CUSIP No. 779273AG6

     THE ROUSE COMPANY, a corporation duly organized and existing under the
laws of the State of Maryland (herein called the "Company," which term
includes any successor Person or Persons under the Indenture hereinafter
referred to), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of Three Hundred Fifty Million United
States Dollars (U.S. $350,000,000) on November 26, 2013 and to pay interest
thereon from November 26, 2003 or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, semiannually on
May 26 and November 26 of each year, commencing May 26, 2004, at the rate
of 5.375% per annum, until the principal hereof is paid or made available
for payment. Interest will be computed on the basis of a 360-day year
consisting of twelve 30-day months. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided
in the Indenture (as defined on the reverse hereof), be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be May 15 or November 15 (whether or not a Business
Day) next preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to
the Holder on such Regular Record Date and may either be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the
payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this series not less
than 10 days prior to such Special Record Date, or be paid at any time in
any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture.

     Payment of the principal of (and premium, if any) and any interest on
this Security will be made at the Corporate Trust Office of the Trustee, in
such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts; provided,
however, that at the option of the Company payment of interest may be made
by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register.

     Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

     Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this
Security shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.

     IN WITNESS WHEREOF, the Company has caused this instrument to be
signed manually or by facsimile by its duly authorized officers and its
corporate seal to be affixed or imported thereon.

Dated: November 26, 2003


                                        THE ROUSE COMPANY


                                        By:   /s/ Patricia H. Dayton
                                           -------------------------------
                                           Name:  Patricia H. Dayton
                                           Title: Senior Vice President
                                                  and Treasurer

Attest:

   /s/ Jeffrey C. Palkovitz
------------------------------
Name:  Jeffrey C. Palkovitz
Title: Assistant Secretary

<PAGE>

                  TRUSTEE'S CERTIFICATE OF AUTHENTICATION

     This is one of the Securities of the series designated therein
referred to in the withinmentioned Indenture.

Dated: November 26, 2003

                                        J.P. MORGAN TRUST COMPANY, NATIONAL
                                        ASSOCIATION (as successor in interest
                                        to Bank One, National Association,
                                        formerly known as The First National
                                        Bank of Chicago), as Trustee

                                        By:   /s/ Melissa G. Weisman
                                           -------------------------------
                                           Name:  Melissa G. Weisman
                                           Title: Vice President



<PAGE>

                           [Reverse of Security]

     1. Indenture. This Security is one of a duly authorized issue of
securities of the Company (herein called the "Securities"), issued and to
be issued in one or more series under an Indenture, dated as of February
24, 1995 (herein called the "Indenture"), between the Company and J.P.
Morgan Trust Company, National Association (as successor in interest to
Bank One, National Association, formerly known as The First National Bank
of Chicago), as trustee (herein called the "Trustee," which term includes
any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Securities
and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated
on the face hereof, initially limited in aggregate principal amount to
$350,000,000.

     2. Redemption. The Securities of this series are subject to redemption
at the election of the Company at any time and from time to time, in whole
or in part, at a Redemption Price equal to the Make-Whole Price. Unless the
Company shall default in the payment of the Redemption Price, from and
after the Redemption Date, interest will cease to accrue on the Securities
or portion of Securities called for redemption. Notice of any redemption
shall be mailed to the registered holders of the Securities of this series
designated for redemption at their addresses as the same shall appear on
the Securities Register of this series not less than 30 days nor more than
60 days prior to the Redemption Date, subject to all the conditions and
provisions of the Indenture. If fewer than all Securities are to be
redeemed, the Trustee will select particular Securities to be redeemed in
principal amounts of $1,000 or integral multiples of that amount by lot or,
in its discretion, on a pro rata basis.

     In the event of redemption of Securities of this series in part only,
new Securities of this series for the amount of the unredeemed portion
hereof shall be issued in the name of the Holder thereof upon the
presentation and cancellation thereof.

     No sinking fund has been provided for the Securities.

     3. Modifications to Existing Covenants and Additional Covenants. (a)
The covenant set forth in Section 1008 of the Indenture shall be modified
with respect to the Securities of this series as follows:

          (i) the Ratio Calculation shall be 1.7 to 1 (instead of 1.1 to
1);

          (ii) the Ratio Calculation shall be based on Total FFO and Total
Interest Expense (instead of EBDT and Consolidated Interest Expense,
respectively); and

          (iii) the Ratio Calculation and other covenant-related
calculations with respect to the Securities of this series shall be based
upon GAAP and the Company's segment accounting policies as reflected in the
Financial Statements.

     (b) All references in the Indenture to EBDT and Consolidated Interest
Expense shall, with respect to the Securities of this series, be deemed to
mean (and be replaced by) Total FFO and Total Interest Expense,
respectively.

     (c) The Ratio Calculation for the covenants set forth in Sections 801
and 1009 of the Indenture shall be 1.7 to 1 (instead of 1.1 to 1).

     (d) In addition to the modifications described above, the following
additional covenants are added to Section 1008 of the Indenture:

          (i) The Company will not, and will not permit any Subsidiary (as
to which the Company owns, directly or indirectly, more than 50% of the
voting stock therein) to, incur any Debt if, immediately after giving
effect to the incurrence of such additional Debt, the aggregate principal
amount of outstanding Total Debt would be greater than 65% of the sum of
(1) the Gross Asset Value as of the end of the fiscal quarter prior to the
incurrence of such additional Debt, plus (2) any increase in the Gross
Asset Value resulting from any acquisition completed after the end of such
quarter, including, without limitation, any pro forma increase from the
application of the proceeds of such additional Debt, less (3) any decrease
in the Gross Asset Value resulting from any disposition completed after the
end of such quarter.

          (ii) The Company will not, and will not permit any Subsidiary (as
to which the Company owns, directly or indirectly, more than 50% of the
voting stock therein) to, incur any Secured Debt if, immediately after
giving effect to the incurrence of such additional Secured Debt, the
aggregate principal amount of all outstanding Secured Debt would be greater
than 55% until July 31, 2005, and 50% thereafter, of the sum of (1) the
Gross Asset Value as of the end of the fiscal quarter prior to the
incurrence of such additional Secured Debt, plus (2) any increase in the
Gross Asset Value resulting from any acquisition completed after the end of
such quarter, including, without limitation, any pro forma increase from
the application of the proceeds of such additional Secured Debt, less (3)
any decrease in the Gross Asset Value resulting from any disposition
completed after the end of such quarter.

     (e) In addition to the modifications described above, the following
sentence shall, with respect to the Securities of this series, be added as
the new final sentence of Section 802 of the Indenture:

          "In addition to and notwithstanding the foregoing sentence, if
the Company conveys or transfers the properties and assets of the Company
substantially as an entirety in accordance with Section 801 to The Rouse
Company LP, the predecessor Person shall not be relieved of any obligations
and covenants under the Indenture and the Securities of this series and
shall continue as (and the successor person shall not succeed to or be
substituted for) the Company under this Indenture, but instead both the
predecessor Person and The Rouse Company LP shall be jointly and severally
liable for the obligations under this Indenture and the Securities of this
series."

     4. Defeasance. The Indenture contains provisions, which are hereby
made applicable to the Securities of this series, for defeasance at any
time of (1) the entire indebtedness of the Securities of this series or (2)
certain restrictive covenants and Events of Default with respect to the
Securities of this series, in each case, upon compliance with certain
conditions set forth in the Indenture.

     In addition to the covenants specified in Section 1303 of the
Indenture, the defeasance provided under such Section shall be equally
applicable to Paragraph (d) of Section 3 of this Security. To the extent
the covenants set forth in Paragraph (d) of Section 3 of this Security are
defeased in accordance with the Indenture, the failure of the Company to
comply with such covenants shall not be deemed to constitute or result in
an Event of Default.

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

     (b) With respect to the Securities of this series, Clause (5) of
Section 501 of the Indenture shall be replaced with the following:

          (5) a default under any bond, debenture, note,
     mortgage, indenture or instrument under which there may be
     issued or by which there may be secured or evidenced any
     indebtedness for money borrowed by the Company (or by any
     Subsidiary, the repayment of which the Company has
     guaranteed or for which the Company is directly responsible
     or liable as obligor or guarantor) (including a default with
     respect to Securities of any series other than that series)
     having an aggregate principal amount outstanding of at least
     $10,000,000, whether such indebtedness now exists or shall
     hereafter be created, which default shall have resulted from
     the failure to pay such indebtedness at its maturity or
     shall have resulted in such indebtedness being declared due
     and payable prior to the date on which it would otherwise
     have become due and payable, without such acceleration
     having been rescinded or annulled, within a period of 10
     days after there shall have been given, by registered or
     certified mail, to the Company by the Trustee or to the
     Company and the Trustee by the Holders of at least 25% in
     principal amount of the Outstanding Securities of that
     series a written notice specifying such default and
     requiring the Company to cause such acceleration to be
     rescinded or annulled and stating that such notice is a
     "Notice of Default" hereunder; or

     (c) As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any
proceeding with respect to the Indenture or for the appointment of a
receiver or trustee or for any other remedy thereunder, unless such Holder
shall have previously given the Trustee written notice of a continuing
Event of Default with respect to the Securities of this series, the Holders
of not less than 25% in principal amount of the Securities of this series
at the time Outstanding shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default as Trustee and
offered the Trustee reasonable indemnity and the Trustee shall not have
received from the Holders of a majority in principal amount of Securities
of this series at the time Outstanding a direction inconsistent with such
request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of indemnity. The
foregoing shall not apply to any suit instituted by the Holder of this
Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed
herein.

     6. Modification and Waiver. The Indenture permits, with certain
exceptions as therein provided, the amendment thereof and the modification
of the rights and obligations of the Company and the rights of the Holders
of the Securities of each series to be affected under the Indenture at any
time by the Company and the Trustee with the consent of the Holders of a
majority in principal amount of the Securities at the time Outstanding of
each series to be affected.

     The Indenture also contains provisions permitting the Holders of a
majority in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture
and certain past defaults under the Indenture and their consequences. Any
such consent or waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security
and of any Security 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 Security.

     7. Certain Definitions. The following are definitions of certain terms
applicable with respect to the Securities of this series:

          "Adjusted Treasury Rate" means, with respect to any
          Determination Date, the rate per annum equal to the
          semi-annual yield to maturity of the Comparable
          Treasury Issue, assuming a price for the Comparable
          Treasury Issue (expressed as a percentage of its
          principal amount) equal to the Comparable Treasury
          Price for such Determination Date, plus 25 basis
          points.

          "Assets Under Development" means land and improvements
          owned by a member of the Consolidated Group or an
          Investment Affiliate being developed for retail,
          office, mixed-use or other rental-income producing
          purposes which meet all four of the following criteria:
          (i) such project (or phase) has not yet been
          substantially completed; (ii) no rental income has yet
          been received; (iii) no certificate of occupancy has
          yet been issued for such project (or phase); and (iv)
          such project (or phase) is classified as construction
          in progress in accordance with GAAP.

          "Business Day" means each Monday, Tuesday, Wednesday,
          Thursday or Friday which is not a legal holiday in New
          York, New York.

          "Capital Stock" means shares, interests, participations
          or other equivalents (however designated) of capital
          stock of a corporation, equivalent ownership interests
          in a Person which is not a corporation, and warrants or
          options to purchase any of the foregoing.

          "Cash Equivalents" means (i) short-term obligations of,
          or fully guaranteed by, the United States of America,
          (ii) commercial paper rated A-1 or better by Standard &
          Poor's Rating Services (or any successor) or P-1 or
          better by Moody's Investors Service, Inc. (or any
          successor), or (iii) certificates of deposit issued by,
          and time deposits with, commercial banks (whether
          domestic or foreign) having capital and surplus in
          excess of $100,000,000.

          "Code" means the Internal Revenue Code of 1986, as
          amended from time to time, or any replacement or
          successor statute and the regulations promulgated
          thereunder from time to time.

          "Comparable Treasury Issue" means the United States
          Treasury security selected by the Independent
          Investment Banker as having a maturity comparable to
          the remaining term of the Securities of this series
          that would be utilized at the time of selection and in
          accordance with customary financial practice, in
          pricing new issues of corporate debt securities of
          comparable maturity to the remaining term of the
          Securities of this series.

          "Comparable Treasury Price" means, with respect to any
          Determination Date: (a) the average of the Reference
          Treasury Dealer Quotations for such date, after
          excluding the highest and lowest such Reference
          Treasury Dealer Quotations, or (b) if fewer than three
          such Reference Treasury Dealer Quotations are obtained,
          the average of all such Reference Treasury Dealer
          Quotations.

          "Consolidated Group" means the Company and its
          Subsidiaries that are consolidated with the Company for
          financial reporting purposes under GAAP, and any other
          Person whose financial results are included using the
          proportionate share method under the Company's segment
          accounting policies in the Financial Statements.

          "Consolidated Group's Pro Rata Share" means, with
          respect to any Investment Affiliate, the percentage of
          the total ownership and financial interests held by the
          Consolidated Group, in the aggregate, in such
          Investment Affiliate as determined in accordance with
          the Company's segment accounting policies in the
          Financial Statements.

          "Determination Date" means, with respect to the
          calculation of the Make-Whole Price in connection with
          any redemption of the Securities of this series, the
          Redemption Date.

          "GAAP" means generally accepted accounting principles
          in the United States, consistent with the accounting
          principles utilized in preparing the Financial
          Statements in accordance with the Indenture.

          "Gross Asset Value" means, as of any determination
          date, the sum of the values of the following assets of
          the Consolidated Group, including the Consolidated
          Group's Pro Rata Share of the values of such assets of
          Investment Affiliates, based on the valuation methods
          set forth below:

          (a)  with respect to all Retail Properties, the Net
               Operating Income attributable thereto for the most
               recent period of four full fiscal quarters for
               which financial results have been reported,
               divided by 0.0825;

          (b)  with respect to all office, mixed-use and other
               income-producing properties other than Retail
               Properties, the Net Operating Income attributable
               thereto for the most recent period of four full
               fiscal quarters for which financial results have
               been reported, divided by 0.09;

          (c)  with respect to the Summerlin, Nevada and
               Columbia, Maryland properties and any other
               properties relating to additional master-planned
               communities developed or acquired after November
               21, 2003, 100% of the most recent current value
               thereof (without deduction for the value of the
               interests of the Hughes heirs therein under the
               Hughes Agreement) as set forth in appraisals
               prepared by Landauer Associates, Inc. (or another
               nationally recognized appraisal firm selected by
               the Company), provided that the Company will
               obtain updated appraisals thereof at least once
               during each fiscal year and also when, during any
               four consecutive full fiscal quarters, any such
               properties having an aggregate value in excess of
               5% of Gross Asset Value as of the end of the last
               full fiscal quarter are sold or transferred;

          (d)  100% of the GAAP book value of all other land, all
               Assets Under Development and other
               non-income-producing properties (less the portion
               of such value attributable to minority interest
               holders);

          (e)  100% of the GAAP book value of cash and Cash
               Equivalents held by the Consolidated Group; and

          (f)  100% of the GAAP book value of current accounts
               receivable, net held by the Consolidated Group.

          Notwithstanding the preceding sentence, the
          contribution to the Gross Asset Value of those assets
          acquired in any acquisition will be calculated prior to
          the date ending on or after four full fiscal quarters
          subsequent to any such acquisition using the actual
          acquisition cost of such assets excluding actual
          transaction costs (without regard to any adjustments
          which may be made in determining book value under
          GAAP).

          "Hughes Agreement" means the Contingent Stock
          Agreement, effective as of January 1, 1996, by the
          Company in favor of and for the benefit of the holders
          and the representatives named therein, as the same may
          be amended.

          "Independent Investment Banker" means one of the
          Reference Treasury Dealers appointed by the Trustee
          after consultation with the Company.

          "Investment Affiliate" means any Person in which any
          member of the Consolidated Group, directly or
          indirectly, has an ownership interest, whose financial
          results are not included using the proportionate share
          method under the Company's segment accounting policies
          with the financial results of the Consolidated Group in
          the Financial Statements.

          "Lien" means any mortgage, pledge, security interest,
          encumbrance, lien or charge of any kind (including,
          without limitation, any conditional sale or other title
          retention agreement or lease in the nature thereof, any
          filing or agreement to file a financing statement as
          debtor under the Uniform Commercial Code on any
          property leased to any Person under a lease which is
          not in the nature of a conditional sale or title
          retention agreement, or any subordination agreement in
          favor of another Person).

          "Make-Whole Price" means, with respect to any Security
          of this series as of any Determination Date, an amount
          equal to the greater of

          (i)  100% of the principal amount of such Security; and

          (ii) as determined by an Independent Investment Banker,
               the sum of the present values of the remaining
               scheduled payments of principal and interest
               thereon (not including any portion of such
               payments of interest accrued as of the
               Determination Date) discounted to the
               Determination Date on a semi-annual basis
               (assuming a 360-day year consisting of twelve
               30-day months) at the Adjusted Treasury Rate,

          plus, in each case, accrued and unpaid interest thereon
          to such Determination Date.

          "Net Operating Income" means, with respect to any
          Property, for any period, earnings from rental
          operations (computed in accordance with GAAP, but
          without deduction for reserves) attributable to such
          Property, plus depreciation, amortization, interest
          expense and deferred taxes with respect to such
          Property for such period, and, if such period is less
          than four full fiscal quarters, adjusted by straight
          lining ordinary operating expenses which are payable
          less frequently than once during every such period
          (e.g., real estate taxes and insurance). The amounts
          determined under the preceding sentence will be
          adjusted by adding back (i) the interests of the former
          Hughes owners pursuant to the Hughes Agreement that
          were excluded in determining such amounts and (ii)
          dividends or other distributions accrued with respect
          to such period on any preferred stock or other
          preferred security issued by the Company to the extent
          that such dividends or other distributions are treated
          as an operating expense under GAAP. "Net Operating
          Income" will be adjusted to include a pro forma amount
          thereof (as determined in good faith by the Company)
          for four full fiscal quarters for any Property placed
          in service during any quarter and to exclude any Net
          Operating Income for the prior four full fiscal
          quarters from any Property not owned as of the end of
          any quarter.

          "Person" means any individual, corporation, limited
          liability company, partnership, joint venture, trust,
          unincorporated organization or government or any agency
          or political subdivision thereof.

          "Property" means each parcel of real property owned or
          operated by any member of the Consolidated Group or any
          Investment Affiliate.

          "Reference Treasury Dealer" means each of Deutsche Bank
          Securities Inc. and Banc of America Securities LLC and
          their respective successors; provided, however, that if
          any of the foregoing shall not be a primary U.S.
          Government securities dealer in New York City (a
          "Primary Treasury Dealer"), the Company shall
          substitute therefor another Primary Treasury Dealer.

          "Reference Treasury Dealer Quotations" means, with
          respect to each Reference Treasury Dealer and any
          Determination Date, the average of the bid and asked
          prices for the Comparable Treasury Issue (expressed in
          each case as a percentage of its principal amount)
          quoted in writing by such Reference Treasury Dealer at
          5:00 p.m. on the third Business Day preceding such
          Determination Date.

          "Retail Property" means a shopping center or other
          retail development containing more than one retail
          tenant in which at least 90% of the Net Operating
          Income from such center or development is attributable
          to retail uses.

          "Secured Debt" means, as of any determination date, the
          sum of:

          (i)  the aggregate principal amount of all Debt of the
               Consolidated Group then outstanding (including
               only the Company's proportionate interest in the
               Debt of any Person whose financial results are
               included using the proportionate share method
               under the Company's segment accounting policies in
               the Financial Statements) which is secured by a
               Lien on any asset (including any Capital Stock) of
               any member of the Consolidated Group, including,
               without limitation, loans secured by mortgages,
               stock or partnership interests; plus

          (ii) the Consolidated Group's Pro Rata Share of any
               Debt of an Investment Affiliate then outstanding
               which is secured by a Lien on any asset (including
               any Capital Stock) of such Investment Affiliate,
               without duplication of any such items.

          For purposes of the preceding sentence, "Debt" will (a)
          include, with respect to any Person, any loans where
          such Person is liable as a general partner or
          co-venturer less, in each case, the proportionate share
          of any other general or limited partners or coventurers
          and (b) exclude any Debt due from any member of the
          Consolidated Group or any Investment Affiliate solely
          to one or more members of the Consolidated Group.

          "Subsidiary" means a Person more than 50% of the (1)
          outstanding voting stock or interest in which and/or
          (2) financial interest in which, is owned, directly or
          indirectly, by the Company or by one or more other
          Subsidiaries, or by the Company and one or more other
          Subsidiaries. For purposes of this definition, "voting
          stock" means stock or other interest which ordinarily
          has voting power for the election of directors or
          equivalent persons, whether at all times or only so
          long as no senior class of stock or other interest has
          such voting power by reason of any contingency.

          "Total Debt" means, as of any determination date,

          (i)  all Debt of the Consolidated Group then
               outstanding (including only the Company's
               proportionate interest in the Debt of any Person
               whose financial results are included using the
               proportionate share method under the Company's
               segment accounting policies in the Financial
               Statements), plus

          (ii) the Consolidated Group's Pro Rata Share of all
               Debt of Investment Affiliates then outstanding,
               without duplication of any such items.

          For purposes of the preceding sentence, "Debt" will (a)
          include, with respect to any Person, any loans where
          such Person is liable as a general partner or
          co-venturer less, in each case, the proportionate share
          of any other general or limited partners or coventurers
          and (b) exclude any Debt due from any member of the
          Consolidated Group or any Investment Affiliate solely to one
          or more members of the Consolidated Group.

          "Total FFO" means, for any period, net earnings, as
          reported by the Consolidated Group in accordance with
          GAAP, excluding cumulative effects of changes in
          accounting principles, extraordinary or unusual items,
          gains or losses from debt restructurings and sales of
          properties, and deferred income taxes, plus
          depreciation and amortization and after adjustments for
          minority interests, and treating unconsolidated
          partnerships and joint ventures on the same basis, plus
          (i) distributions accrued with respect to such period
          on the 9-1/4% Cumulative Quarterly Income Preferred
          Securities (QUIPS) of Rouse Capital (Delaware statutory
          business trust), plus (ii) payments made and other
          amounts treated as an expense of the Company under GAAP
          with respect to such period pursuant to the Hughes
          Agreement (provided that no item of income or expense
          shall be included more than once in such calculation
          even if it falls within more than one of the above
          categories).

          "Total Interest Expense" means, for any period, the sum
          of (1) all interest expense of the Consolidated Group
          (less the proportionate share of interest expense of
          any minority interest holders), plus (2) the allocable
          portion (based on liability) of any interest expense on
          any obligation for which any member of the Consolidated
          Group is wholly or partially liable under repayment,
          interest carry or performance guarantees or other
          relevant liabilities, plus (3) the Consolidated Group's
          Pro Rata Share of any interest expense on any Debt of
          any Investment Affiliate, whether recourse or
          nonrecourse (provided that no expense shall be included
          more than once in such calculation even if it falls
          within more than one of the foregoing categories, and
          provided, further, that no interest expense on Debt due
          from one member of the Consolidated Group solely to
          another member of the Consolidated Group shall be
          included in determining Total Interest Expense). For
          purposes of the preceding sentence, interest expense
          will be determined in accordance with GAAP and will
          exclude any amortization of debt issuance costs.

     Except as otherwise provided herein, all terms used in this Security
which are defined in the Indenture shall have the meanings assigned to them
in the Indenture.

     8. Absolute Obligation. No reference herein to the Indenture and no
provision of this Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the
principal of and any premium and interest on this Security at the times,
place and rate, and in the coin or currency, herein prescribed.

     9. Registration of Transfer and Exchange. As provided in the Indenture
and subject to certain limitations therein set forth, the transfer of this
Security is registrable in the Security Register, upon surrender of this
Security for registration of transfer at the office or agency of the
Company in any place where the principal of and any premium and interest on
this Security 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 its attorney duly
authorized in writing, and thereupon one or more new Securities of this
series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.

     The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple
thereof. As provided in the Indenture and subject to certain limitations
therein set forth, Securities of this series are exchangeable for a like
aggregate principal amount of Securities of this series and of like tenor
of a different authorized denomination, as requested by the Holder
surrendering the same.

     No service charge shall be made to a Holder 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 Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Security is registered as
the owner hereof for all purposes, whether or not this Security be overdue,
and neither the Company, the Trustee nor any such agent shall be affected
by notice to the contrary.