EX-4.3 5 doc5.txt EXHIBIT 4.3 DEPOSITARY SHARES, EACH REPRESENTING 1/100 OF A SHARE OF 6.95% SERIES E CUMULATIVE REDEEMABLE PREFERRED SHARES PAR VALUE $.03 PER SHARE NUMBER DEPOSITARY SHARES DEPOSITARY RECEIPT FOR DEPOSITARY SHARES OF DS COMPANY LOGO Weingarten Realty Investors A TEXAS REAL ESTATE INVESTMENT TRUST FORMED UNDER THE LAWS OF THE STATE OF TEXAS THIS DEPOSITARY RECEIPT IS TRANSFERABLE IN RIDGEFIELD, NJ AND NEW YORK, NY CUSIP 948741 60 8 SEE REVERSE FOR CERTAIN DEFINITIONS Mellon Investor Services LLC, a New Jersey limited liability company ("Depositary"), hereby certifies that ______________________________________ is the registered owner of ________________________________________________ Depositary Shares (the "Depositary Shares"), each Depositary Share representing one hundredth (1/100) of a share of 6.95% Series E Cumulative Redeemable Preferred Shares, par value $.03 per share (the "Shares") of Weingarten Realty Investors, a real estate investment trust duly formed and existing under the laws of the State of Texas (the "Trust"), on deposit with the Depositary, subject to the terms and entitled to the benefits of the Deposit Agreement (the "Deposit Agreement"), among the Trust, the Depositary and the holders from time to time of Receipts for Depositary Shares. By accepting this Receipt, the holder hereof becomes a party to and agrees to be bound by all the terms and conditions of the Deposit Agreement. This Receipt shall not be valid or obligatory for any purpose or entitled to any benefits under the Deposit Agreement unless it shall have been executed by the Depositary by the manual or facsimile signature of a duly authorized officer or, if a Registrar in respect of the Receipt (other than the Depositary) shall have been appointed, by the manual signature of a duly authorized officer of such Registrar. Dated: Countersigned and Registered: MELLON INVESTOR SERVICES LLC as Depositary, Registrar and Transfer Agent By: Authorized Signature /s/ Stanford Alexander Chairman /s/ M. Candace DuFour Secretary COMPANY SEAL THERE ARE RESTRICTIONS ON THE TRANSFER OF THE SHARES EVIDENCED BY THIS CERTIFICATE AS MORE FULLY SET FORTH ON THE REVERSE HEREOF. WEINGARTEN REALTY INVESTORS This Receipt and the Depositary Shares represented hereby are subject in all respects to the laws of the State of Texas and to the Declaration of Trust and Bylaws of the Trust and any amendments thereto. The Declaration of Trust, as amended, provides that no shareholder shall have any preemptive rights to acquire unissued or treasury shares of the Trust. The Declaration of Trust also restricts the transfer of the shares and beneficial interest evidenced by this Receipt in connection with the qualification of the Trust as a real estate investment trust. Copies of the Trust's Declaration of Trust are on file with the Harris County, Texas, County Clerk and will be furnished to any shareholder of record without charge upon written request to the Trust at the principal place of business or registered office. The Trust will furnish a full statement of the designations and any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of the shares of each class which the Trust is authorized to issue and the difference in the relative rights and preferences between the shares of each series of any preferred class to the extent they have been set and the authority of the trust managers to set the relative rights and preferences of subsequent series to any holder of shares without charge on written request to the Trust at its principal place of business or registered office. The following abbreviations, when used in the inscription on the face of this Receipt, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right survivorship and not as tenants in common UNIF GIFT MIN ACT - _____________________ Custodian _______________________ (Cust) (Minor) under Uniform Gifts to Minors Act _________________________ (State) Additional abbreviations may also be used though not in the above list For value received, ________________________________ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE ________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ Please print or typewrite name and address including postal zip code of assignee ________________________________________________________________________________ ________________________________________________________________________________ _______________________________________________________________Depositary Shares represented by the within Receipt, and do hereby irrevocably constitute and appoint ________________________________________________________________________________ ________________________________________________________________________________ Attorney to transfer the said shares on the books of the within-named Trust with full power of substitution in the premises. _____________________________________ _____________________________________ ALL GUARANTEES MUST BE MADE BY A FINANCIAL INSTITUTION (SUCH AS A BANK OR BROKER) WHICH IS A PARTICIPANT IN THE SECURITIES TRANSFER AGENTS MEDALLION PROGRAM ("STAMP"), THE NEW YORK STOCK EXCHANGE, INC. MEDALLION SIGNATURE PROGRAM ("MSP"), OR THE STOCK EXCHANGES MEDALLION PROGRAM ("SEMP"), AND MUST NOT BE DATED. GUARANTEES BY A NOTARY PUBLIC ARE NOT ACCEPTABLE. NOTICE: The signature to this assignment must correspond with the name as written upon the face of the Receipt, in every particular, without alteration or enlargement, or any change whatsoever.