Exhibit 10.2 [First Union Letterhead] SWAP TRANSACTION CONFIRMATION Date: October 26, 1998 To: PUBLIC STORAGE PROPERTIES, LTD. ("Counterparty") Address: 701 Western Avenue, Suite 200 Glendale, CA 91201 Fax: (818) 244-9267 Attention: David P. Singelyn From: FIRST UNION NATIONAL BANK ("First Union") Ref. No. 93165/124240 Dear Mr. Singelyn: This confirms the terms of the Transaction described below between Counterparty and First Union. This Transaction is subject to the 1991 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. ("ISDA Definitions"), which are incorporated herein by reference. Fixed Amounts and Floating Amounts for each applicable Payment Date hereunder will be calculated in accordance with the ISDA Definitions, and if any Fixed Amount and Floating Amount are for the same Payment Date hereunder, then those amounts shall not be payable and instead the Fixed Rate Payer shall pay the positive difference, if any, between the Fixed Amount and the Floating Amount, and the Floating Rate Payer shall pay the positive difference, if any, between the Floating Amount and the Fixed Amount. Transaction Type: Interest Rate Swap - ----------------- Currency for Payments: U.S. Dollars - ---------------------- Notional Amount: $2,500,000.00 - ---------------- Term: - ----- Trade Date: October 23, 1998 Effective Date: October 23, 1998 Termination Date: October 23, 2001, subject to the Modified following Business Day Convention 46 Fixed Amounts: - -------------- Fixed Rate Payer: Counterparty Payment Dates: Monthly on the 23rd day of each month commencing November 23, 1998, through and including the Termination Date. Business Day Convention: Modified Following Business Day: New York Fixed Rate: 4.78% Fixed Rate Day Count Fraction: Actual/360 Floating Amounts: - ----------------- Floating Rate Payer: First Union Payment Dates: Monthly on the 23rd day of each month commencing November 23, 1998, through and including the Termination Date. Business Day Convention: Modified Following Business Day: New York Floating Rate for initial Calculation Period: 5.21938% Floating Rate Option: USD-LIBOR-BBA Designated Maturity: 1 Month Spread: None Floating Rate Day Count Fraction: Actual/360 Floating Rate Determined: Two London Banking Days prior to each Reset Date Reset Dates: The first day of each Calculation Period Compounding: Inapplicable Rounding convention: 5 decimal places per the ISDA Definitions Payments to First Union: First Union Charlotte - ------------------------ Capital Markets Attention: Derivatives Desk Fed. ABA No. 053000219 Ref. No.:93165/124240 First Union Contacts: Settlements and/or Rate Resets: - --------------------- Tel: (800) 249-3865 Fax: (704) 383-9139 Documentation and/or Collateral: Tel: (704) 383-5678 Fax: (704) 383-9139 Please quote transaction reference number. First Union Address: One First Union Center - -------------------- 301 South College Street DC-4 Charlotte, NC 28288-0601 Payments to Counterparty: Please forward payment instructions to First - ------------------------- Union in Charlotte, NC. Payments will not be made to Counterparty without its written instructions. 47 Documentation - ------------- This Confirmation is a binding and complete contract between the parties, provided that if at any time there exists a master agreement (however described) between the parties governing this Transaction ("Master Agreement"), this Confirmation supplements, forms part of and will be governed by the Master Agreement. Unless otherwise provided in the Master Agreement, this Confirmation is governed by the law (and not the law of conflicts) of the State of New York. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of this Confirmation and returning it to us. Very truly yours, FIRST UNION NATIONAL BANK By: /s/ Peter J. Lancos ------------------------ Name: Peter J. Lancos Title: Vice President By: /s/ Joseph C. White ------------------------ Name: Joseph C. White Title: Assistant Vice President Accepted and confirmed as of the date first above written: PUBLIC STORAGE PROPERTIES, LTD. By: Public Storage, Inc., Its general partner By: /s/ David P. Singelyn -------------------------- Name: David P. Singelyn Title: Vice President and Treasurer 48