8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): September 25, 2007

Weingarten Realty Investors

(Exact Name of Registrant as Specified in Its Charter)

Texas

(State or Other Jurisdiction of Incorporation)

    1-9876                                                                74-1464203

      (Commission File Number)    (IRS Employer Identification No.)

2600 Citadel Plaza Drive, Suite 300, Houston, Texas        77008

 (Address of Principal Executive Offices)                                                                                                          (Zip Code)

(713) 866-6000

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o                 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o                 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o                 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o                 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 Item 1.01. Entry into a Material Definitive Agreement.

On September 24, 2007, Weingarten Realty Investors (the "Company") entered into a Purchase Agreement dated September 24, 2007 (the "Purchase Agreement") with Wachovia Investment Holdings, LLC ("Wachovia").  See Item 3.02 below for more information relating to the Purchase Agreement the contents of which are incorporated into this Item 1.01 by reference.

Item 3.02. Unregistered Sales of Equity Securities.

On September 25, 2007, the Company issued 8,000,000 Series G Depositary Shares, each representing 1/100 of the Company’s Adjustable Rate Series G Cumulative Redeemable Preferred Shares, $0.03 par value (the “Series G Depositary Shares”), in a private placement at a price of $25.00 per depositary share for an aggregate price of $200,000,000 pursuant to the terms and conditions of the Purchase Agreement.  Dividends on the Series G Depositary Shares are payable quarterly in arrears commencing December 15, 2007 at an initial dividend rate of Three-Month LIBOR plus 1.00%, subject to reset on the one year and fifteenth-month anniversary, and monthly thereafter, from the date of issuance.

The Series G Depositary Shares were issued to Wachovia in a private placement in reliance on Section 4(2) of the Securities Act of 1933, as amended.  Pursuant to the Purchase Agreement, the Company, at its option, may redeem all or part of the Series G Depositary Shares for $25.00 per depositary share plus accrued and unpaid dividends (the "Redemption Price").  The Redemption Price is subject to adjustment depending on the date of redemption as provided in the Statement of Designation (as defined below).

Wachovia and certain of its affiliates have provided and may in the future provide certain commercial banking, financial advisory and investment banking services in the ordinary course of business for the Company for which they have and would receive customary fees.

Proceeds from the issuance of Series G Depositary Shares will be used to repay borrowings under the Company’s revolving credit facility.

Copies of the Statement of Designation for the Adjustable Rate Series G Cumulative Redeemable Preferred Stock (the "Statement of Designation"), the Deposit Agreement relating to the Series G Depositary Shares and the Purchase Agreement are filed as Exhibits 3.1, 4.1 and 10.1 hereto, respectively, and are incorporated by reference herein.

Item 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

With respect to the Adjustable Rate Series G Cumulative Preferred Shares, the Statement of Designation was prepared and is effective as of September 24, 2007, and is attached as Exhibit 3.1 hereto and it, along with the contents of Item 3.02, are incorporated herein by reference.

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
3.1.	Statement of Designation, dated September 24, 2007, with respect to Adjustable Rate Series G Cumulative Redeemable Preferred Shares of Weingarten Realty Investments
4.1	Deposit Agreement, dated September 25, 2007, by and among Weingarten Realty Investments, Mellon Investor Services LLC and holders from time to time of Series G Depositary Receipts
10.1.	Purchase Agreement, dated September 24, 2007, between Weingarten Realty Investors and Wachovia Investment Holdings, LLC relating to the issuance of Adjustable Rate Series G Cumulative Redeemable Preferred Shares.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  September 25, 2007

WEINGARTEN REALTY INVESTORS
By:	/s/ Joe D. Shafer
	Joe D. Shafer
	Vice President/Chief Accounting Officer

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Exhibit Index

3.1.	Statement of Designation, dated September 24, 2007, with respect to Adjustable Rate Series G Cumulative Redeemable Preferred Shares of Weingarten Realty Investments
4.1	Deposit Agreement, dated September 25, 2007, by and among Weingarten Realty Investments, Mellon Investor Services LLC and holders from time to time of Series G Depositary Receipts
10.1.	Purchase Agreement, dated September 24, 2007, between Weingarten Realty Investors and Wachovia Investment Holdings, LLC relating to the issuance of Adjustable Rate Series G Cumulative Redeemable Preferred Shares.

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EX-3.1

EXHIBIT 3.1

STATEMENT OF DESIGNATION

OF ADJUSTABLE RATE SERIES G CUMULATIVE REDEEMABLE PREFERRED SHARES

OF WEINGARTEN REALTY INVESTORS

ARTICLE ONE

WEINGARTEN REALTY INVESTORS (the "Company"), pursuant to the provisions of Sections 3.30 and 4.30 of the Texas Real Estate Investment Trust Act (the "Texas REIT Act"), hereby files this Statement of Designation of Adjustable Rate Series G Cumulative Redeemable Preferred Shares of the Company (the "Statement") prior to the issuance of any shares of Adjustable Rate Series G Cumulative Redeemable Preferred Shares, such series of unissued shares having been authorized by a resolution duly adopted by all necessary action on the part of the Board of Trust Managers, as provided for in the Restated Declaration of Trust, as amended ("Declaration of Trust"), and established by a resolution duly adopted by all necessary action on the part of the Pricing Committee of the Board of Trust Managers, pursuant to authority granted to it by the Board of Trust Managers.

ARTICLE TWO

The name of the Company is Weingarten Realty Investors.

ARTICLE THREE

Pursuant to the authority conferred upon the Board of Trust Managers by the Declaration of Trust, the Pricing Committee of the Board of Trust Managers, pursuant to authority granted to it by the Board of Trust Managers and Sections 4.30 and 10.30 of the Texas REIT Act, adopted a resolution establishing and designating the Adjustable Rate Series G Cumulative Redeemable Preferred Shares of the Company and fixing and determining the preferences, limitations, and relative rights thereof, as set forth in the true and correct copy of the resolution attached hereto as Exhibit A-1 (the "Designating Resolution").

ARTICLE FOUR

The Designating Resolution was adopted effective as of September 21, 2007.

ARTICLE FIVE

The Designating Resolution was duly adopted by all necessary action on the part of the Pricing Committee of the Board of Trust Managers.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the undersigned officer has executed this Statement effective as of September 24, 2007.

By:	/s/ Stephen C. Richter, Executive Vice President
	and Chief Financial Officer

THE STATE OF TEXAS

COUNTY OF HARRIS

BEFORE ME, the undersigned Notary Public, duly commissioned and qualified within and for the State and County aforesaid, personally came and appeared STEPHEN C. RICHTER, in his capacity as Executive Vice President and Chief Financial Officer of Weingarten Realty Investors, and acknowledged to me that he executed the above and foregoing instrument on behalf of the said Weingarten Realty Investors, as his own free and voluntary act and deed, for the uses, purposes and considerations therein expressed.

IN WITNESS WHEREOF, said Appeared has executed these presents together with me, Notary, on this 24th day of September, 2007.

 /s/ Jane B. Scott

Notary Public in and for the State of Texas

My commission expires:

 11/20/10

[Notary Seal]

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EXHIBIT A-1

DESIGNATING RESOLUTION OF

THE BOARD OF TRUST MANAGERS OF

WEINGARTEN REALTY INVESTORS

September 24, 2007

Authorization of Adjustable Rate Series G Cumulative Redeemable Preferred Shares

WHEREAS, the Board of Trust Managers of the Company has deemed it to be in the best interests of the Company and its shareholders for the Company to establish a series of preferred shares pursuant to the authority granted to the Board of Trust Managers in the Restated Declaration of Trust, as amended (the "Declaration of Trust"), of the Company.

NOW, THEREFORE, BE IT RESOLVED, that pursuant to the authority vested in the Board of Trust Managers by Article Seven of the Declaration of Trust, a series of preferred shares, par value $.03 per share, is hereby established, and the terms of the same shall be as follows:

Section 1.  Number of Shares and Designation. This class of Preferred Stock shall be designated Adjustable Rate Series G Cumulative Redeemable Preferred Shares (the "Series G Preferred Shares") and the number of shares which shall constitute such series shall be 80,000 shares, which number may be decreased (but not below the number thereof then outstanding) from time to time by the Board of Trust Managers.

Section 2.  Definitions. For purposes of this Statement of Designation, the following terms shall have the meanings indicated:

"Applicable Redemption Premium" shall mean, with respect to any Redemption Date:

(a)           if the Redemption Date is on or before 180 days from the Closing Date, 97.35%;

(b)           if the Redemption Date is after 180 days, but on or before 270 days from the Closing Date, 97.60%;

(c)           if the Redemption Date is after 270 days, but on or before 360 days from the Closing Date, 97.85%;

(d)           if the Redemption Date is after 360 days, but on or before 450 days from the Closing Date, 98.85%

(e)           if the Redemption Date is after 450 days, but on or before the 18^th month anniversary of the Closing Date, 100.0%;

(f)           if the Redemption Date is after the 18^th month anniversary of, but on or before the 30^th month anniversary of the Closing Date, 104.0%;

(g)           if the Redemption Date is after the 30^th month anniversary of, but on or before the 42^nd month anniversary of the Closing Date, 103.0%;

(h)           if the Redemption Date is after the 42^nd month anniversary of, but on or before the 54^th month anniversary of the Closing Date, 102.0%;

(i)           if the Redemption Date is after the 54^th month anniversary of, but on or before the 66^th month anniversary of the Closing Date, 101.0%; and

(j)           if the Redemption Date is after the 66^th month anniversary of the Closing Date, 100.00%.

"Applicable Spread" shall mean, (i) in the event of one or more Downgrades, 0.25% per Downgrade or (ii) in the event of a Double Downgrade, 0.75% per Double Downgrade.

"Bloomberg" means Bloomberg Financial Markets Commodities News.

"Board of Trust Managers" shall mean the Board of Trust Managers of the Company or any committee duly and validly authorized by such Board of Trust Managers to perform any of its responsibilities with respect to the applicable matter.

"Business Day" shall mean any day (other than a Saturday, Sunday or legal holiday) on which banking institutions in the City of New York are open for business and, when used in the definition of Three-Month LIBOR, which is also a day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.

"Change of Control Event" shall mean the occurrence of any one of the following events:

(a)           any "person," as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Act") (other than the Company, any of its subsidiaries, any trustee, fiduciary or other person or entity holding securities under any employee benefit plan of the Company or any of its subsidiaries, or any underwriter or other person if the Board of Trust Managers has determined that such underwriter or other person will make a timely distribution or resale of such securities to or among other holders), together with all "affiliates" and "associates" (as such terms are defined in Rule 12b-2 under the Act) of such person, shall become the "beneficial owner" (as such term is defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 40% or more of either (A) the combined voting power of the Company's then outstanding securities having the right to vote in an election of the Company's Board of Trust Managers or (B) the then outstanding shares of Common Shares of the Company (in either such case other than as a result of acquisition of securities directly from the Company); or

(b)           persons who, as of the Closing Date, constitute the Company's Board of Trust Managers (the "Incumbent Managers") cease for any reason, including without limitation, as a result of a tender offer, proxy contest, merger or similar transaction, to constitute at least a majority of the Board of Trust Managers, provided that any person becoming a manager of the Company subsequent to the Closing Date whose election or nomination for election was

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approved by a vote of at least a majority of the Incumbent Managers shall, for purposes hereof, be considered an Incumbent Manager; or

(c)           the shareholders of the Company shall approve (A) any consolidation or merger of the Company where the shareholders of the Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Act), directly or indirectly, shares representing in the aggregate 50% or more of the voting stock of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any), (B) any sale, lease, exchange or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company or (C) any plan or proposal for the liquidation or dissolution of the Company.

"Closing Date" shall mean September 25, 2007.

"Common Shares" shall mean the Common Share, par value $0.03 per share, of the Company.

"Depositary Shares" means 1/100^th of the Series G Preferred Shares.

"Dividend Default" shall have the meaning set forth in Section 7(1) hereof.

"Dividend Payment Date" shall have the meaning set forth in Section 3(1) hereof.

"Dividend Period" shall have the meaning set forth in Section 3(1) hereof.

"Dividend Rate" shall mean, with respect to any specified day in any Dividend Period, a floating rate, expressed as a percentage of the Liquidation Preference per annum, determined by the Dividend Rate Calculation Agent at the request of the Company and provided to the Company, as follows:

(a)           from the Closing Date through and including the 360^th day after the Closing Date, a rate equal to the sum of (i) the applicable Three-Month LIBOR for such period, plus (ii) the Applicable Spread, plus (iii) 1.00%;

(b)           from the 361^st day after the Closing Date through and including the 450th day after the Closing Date, a rate equal to the sum of (i) the applicable Three-Month LIBOR for such period, plus (ii) the Applicable Spread, plus (iii) 2.00%; and

(c)           after the 450th day from the Closing Date and for each 30-day period thereafter, a rate equal to the sum of (i) the applicable Three-Month LIBOR for such period, plus (ii) the Applicable Spread, plus (iii) the product of (a) 0.70% and (b) the number of calendar months elapsed between the Closing Date and the first day of such 30-day period;

provided, however, that unless a Change of Control Event has occurred, the Dividend Rate shall not, in any case, exceed 20.0%.  Anything to the contrary herein notwithstanding, upon the occurrence of a Change of Control Event, the Dividend Rate shall be equal to the applicable Dividend Rate plus 1.0% per annum.

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"Dividend Rate Calculation Agent" shall mean such financial institution (and any legal successor thereto) from time to time as shall be selected by the Company, provided such selection is approved by the vote or written consent of the holders of at least two-thirds of the outstanding shares of the Series G Preferred Shares, and shall initially mean Wachovia Investment Holdings, LLC.

"Double Downgrade" shall mean each time, either of Moody’s or S&P rates the Series D Preferred Shares, Series E Preferred Shares, Series F Preferred Shares or Series G Preferred Shares, a rating below Baa3 or BBB-, respectively.

"Downgrade" shall mean each time, either Moody’s or S&P rates the Series D Preferred Shares, Series E Preferred Shares, Series F Preferred Shares or Series G Preferred Shares, Baa3 or BBB-, respectively.

"Junior Shares" shall mean all classes or series of Common Shares and all equity securities issued by the Company ranking junior to the Series G Preferred Shares as to the payment of dividends or as to the distribution of assets upon liquidation, dissolution or winding up of the Company, as applicable.

"Liquidation Preference" shall have the meaning set forth in Section 4(1) hereof.

"Moody's" shall mean Moody's Investors Service, Inc.

"Parity Shares" shall mean the Series D Preferred Shares, Series E Preferred Shares, Series F Preferred Shares, and any other series of preferred shares issued by the Company ranking on a parity with the Series G Preferred Shares as to the payment of dividends or as to distribution of assets upon liquidation, dissolution or winding up of the Company, as applicable, whether or not the dividend rates, dividend payment dates or redemption or liquidation prices per share thereof are different from those of the Series G Preferred Shares.

"Redemption Date" shall have the meaning set forth in Section 5(2) hereof.

"Redemption Price" shall have the meaning set forth in Section 5(1) hereof.

"Series D Preferred Shares" shall mean the 6.75% Series D Cumulative Redeemable Preferred Stock of the Company.

"Series E Preferred Shares" shall mean the 6.95% Series E Cumulative Redeemable Preferred Stock of the Company.

"Series F Preferred Shares" shall mean the 6.50% Series F Cumulative Redeemable Preferred Stock of the Company.

"Series G Preferred Shares" shall have the meaning set forth in Section 1 hereof.

"S&P" shall mean Standard & Poor's, a division of The McGraw-Hill Companies, Inc.

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"Telerate Page 3750" means the display designated on page 3750 on MoneyLine Telerate (or such other page as may replace the 3750 page on the service or such other service as may be nominated by the British Bankers' Association for the purpose of displaying London interbank offered rates for U.S. Dollars deposits).

"Three-Month LIBOR" means, with respect to any Dividend Period or any day included in such Dividend Period, the rate per annum appearing as the London Interbank Offered Rate for deposits in U.S. dollars having a term of three months, as published on the Business Day that is two Business Days preceding the first day of the applicable Dividend Period on the interest rate page most nearly corresponding to Telerate Page 3750 (or such other page as may replace such page for the purpose of displaying comparable rates) at approximately 11:00 a.m. London time on the relevant date.  If such rate does not appear on the Bloomberg interest rate page most nearly corresponding to Telerate Page 3750 (or such other page as may replace such page for the purpose of displaying comparable rates) on the relevant date, the Three-Month LIBOR Rate will be the arithmetic mean of the rates quoted by three major banks in New York City selected by the Dividend Rate Calculation Agent, at approximately 11:00 a.m., New York City time, on the relevant date for loans in U.S. Dollars to leading European banks for a period of three months.  The Company shall promptly (or shall cause its Dividend Rate Calculation Agent promptly to) notify any holder of the Series G Preferred Shares of the Dividend Rate for any Dividend Period upon request.

Section 3.  Dividend Rights.  (1) Dividends shall be payable in cash on the Series G Preferred Shares when, as and if declared by the Board of Trust Managers, out of assets legally available therefor: (i) from the Closing Date and continuing through the September 15, 2008, dividends shall be payable quarterly on or about the 15^th day of each March, June, September and December or, if not a Business Day, the next succeeding Business Day (the "Quarterly Dividend Period"), (ii) after September 15, 2008 and continuing to but excluding October 1, 2008, dividends shall be payable for the period commencing on September 16, 2008 and ending on September 30, 2008 (the "Interim Dividend Period") and (iii) after September 30, 2008, dividends shall be payable monthly, commencing on the first day of each calendar month and ending on and including the last day of each calendar month (the "Monthly Dividend Period") (the Quarterly Dividend Period, the Interim Dividend Period and each Monthly Dividend Period being hereinafter individually referred to as a "Dividend Period" and collectively referred to as "Dividend Periods").  Dividends payable on each Dividend Payment Date (as defined below) with respect to each  Series G Preferred Share shall be equal to the sum of the daily amounts for each day actually elapsed during a Dividend Period, which daily amounts shall be computed by dividing (x) the product of (A) the Dividend Rate in effect for each such day during such Dividend Period multiplied by (B) the Liquidation Preference, by (y) 360. Dividends on each Series G Preferred Share shall be cumulative from the Closing Date and shall accrue whether or not such dividends shall be declared, whether or not there shall be assets of the Company legally available for the payment of such dividends, whether or not the terms and provisions of any agreement of the Company, including any agreement relating to its indebtedness, prohibits such declaration or payment or provides that such authorization or payment would constitute a breach thereof or a default thereunder, and whether or not such declaration or payment shall be restricted or prohibited by law.  Such dividends shall be payable in arrears, without interest thereon, when, as and if declared by the Board of Trust Managers, on the last day of each Dividend Period, commencing on December 15, 2007 (each, a "Dividend Payment Date");

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provided, however, that if any such day shall not be a Business Day, then the Dividend Payment Date shall be the next succeeding day which is a Business Day.  Each such dividend shall be paid to the holders of record of Series G Preferred Shares as they appear on the stock register of the Company on such record date, not more than 30 days nor less than 10 days preceding the applicable Dividend Payment Date, as shall be fixed by the Board of Trust Managers.  Dividends on account of arrears for any past Dividend Periods may be declared and paid at any time, without reference to any regular Dividend Payment Date, to holders of record on such date, not more than 30 days nor less than 10 days preceding the applicable Dividend Payment Date, as may be fixed by the Board of Trust Managers.  After an amount equal to full cumulative dividends on the Series G Preferred Shares, including for the then current Dividend Period, has been paid to holders of record of Series G Preferred Shares entitled to receive dividends as set forth above by the Company, or such dividends have been declared and funds therefor set aside for payment, the holders of Series G Preferred Shares will not be entitled to any further dividends with respect to that Dividend Period.  Any dividend payment made on the Series G Preferred Shares shall first be credited against the earliest accrued but unpaid dividends due with respect to such shares.

(2)           No dividends shall be declared or paid or set apart for payment on any Junior Shares or any Parity Shares for any period unless full cumulative dividends have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof is set apart for such payment on the Series G Preferred Shares for all past dividend periods and the then-current dividend period.

(3)           When dividends are not paid in full (or a sum sufficient for such full payment is not so set apart) upon the Series G Preferred Shares and any Parity Shares, all dividends declared upon the Series G Preferred Shares and any such Parity Shares shall be declared pro rata so that the amount of dividends declared per share on the Series G Preferred Shares and any such Parity Shares shall in all cases bear to each other that same ratio that the accumulated dividends per share on the Series G Preferred Shares and any such Parity Shares bear to each other.  Except as provided in the preceding sentence, unless an amount equal to full cumulative dividends on the Series G Preferred Shares has been paid to holders of record of Series G Preferred Shares entitled to receive dividends as set forth above by the Company for all past Dividend Periods, no dividends (other than dividends or distributions paid in shares of, or options, warrants or rights to subscribe for or purchase shares of, Junior Shares) shall be declared or paid or set aside for payment nor shall any other distribution be made upon any Junior Shares or Parity Shares.  Unless an amount equal to full cumulative dividends on the Series G Preferred Shares has been paid to holders of record of Series G Preferred Shares entitled to receive dividends as set forth above by the Company for all past Dividend Periods, no Junior Shares or Parity Shares shall be redeemed, purchased, or otherwise acquired (other than a redemption, purchase or other acquisition of common shares made for purposes of an employee incentive or benefit plan of the Company or any subsidiary) for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of any shares of any such share) by the Company or any subsidiary of the Company, except by conversion into or exchange for Junior Shares.

Section 4.  Liquidation. (1) In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Company, the holders of Series G Preferred Shares are entitled to receive out of the assets of the Company available for distribution to shareholders, before any

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distribution of assets is made to holders of Junior Shares upon liquidation, liquidating distributions in the amount of the stated value of $2,500.00 per Series G Preferred Share (the "Liquidation Preference"), plus all accumulated and unpaid dividends (whether or not earned or declared) for the then current and all past Dividend Periods.  If, upon any voluntary or involuntary liquidation, dissolution, or winding up of the Company, the amounts payable with respect to the Series G Preferred Shares and any Parity Shares are not paid in full, the holders of Series G Preferred Shares and of such other shares will share ratably in any such distribution of assets of the Company in proportion to the full respective preferential amounts to which they are entitled. After payment of the full amount of the liquidating distribution to which they are entitled, the holders of Series G Preferred Shares will not be entitled to any further participation in any distribution of assets by the Company.

(2)           Written notice of any such liquidation, dissolution or winding up of the Company, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage prepaid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series G Preferred Shares at the respective addresses of such holders as the same shall appear on the stock transfer records of the Company.

(3)           For purposes of liquidation rights, a consolidation or merger of the Company with or into any other corporation or other entity or a sale of all or substantially all of the assets of the Company shall not be deemed to be a liquidation, dissolution or winding up of the Company.

Section 5.  Redemption. (1)  The Series G Preferred Shares are redeemable, out of assets legally available therefore, at the option of the Company, by resolution of the Board of Trust Managers, in whole or in part, at any time, at a cash redemption price equal to the sum of (x) the Liquidation Preference multiplied by the Applicable Redemption Premium plus (y) an amount equal to all accrued and unpaid dividends (whether or not earned or declared), if any, through and including the Redemption Date (the "Redemption Price"); provided, however, that any partial redemption will be for not less than 6,500 Series G Preferred Shares.

(2)           Notice of redemption shall be mailed by the Company by first class mail, postage prepaid, to each record holder of the Series G Preferred Shares, not less than 30 nor more than 60 days prior to the redemption date (the "Redemption Date"), to the respective addresses of such holders as the same shall appear on the stock transfer records of the Company (except that if the sole record holder of the Depositary Shares  is Wachovia Investment Holdings, LLC, such notice may be given by facsimile not less than five days prior to any Redemption Date to Wachovia Securities Debt Capital Markets at 704-383-6205 (to the attention of Mr. Matt Ricketts) with a copy to Hunton & Williams, LLP at 804-788-8218 (to the attention of James S. Seevers, Jr., Esq.)).  Each notice shall state: (i) the Redemption Date; (ii) the Redemption Price; (iii) the place or places where certificates for such shares are to be surrendered for payment of the Redemption Price; and (iv) that dividends on the shares to be redeemed will cease to accumulate on such Redemption Date.

(3)           In order to facilitate the redemption of Series G Preferred Shares, the Board of Trust Managers may fix a record date for the determination of the shares to be redeemed, such

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record date to be not less than five nor more than 60 days prior to the date fixed for such redemption.

(4)           Notice having been given as provided above, from and after the date fixed for the redemption of Series G Preferred Shares by the Company (unless the Company shall fail to make available the money necessary to effect such redemption), the holders of shares to be redeemed shall cease to be shareholders with respect to such shares and shall have no interest in or claim against the Company by virtue thereof and shall have no voting or other rights with respect to such shares, except the right to receive the moneys payable upon such redemption from the Company, less any required tax withholding amount, without interest thereon, upon surrender (and endorsement or assignment of transfer, if required by the Company and so stated in the notice) of their certificates, and the shares represented thereby shall no longer be deemed to be outstanding.  The Company may, at its option, at any time after a notice of redemption has been given, deposit the Redemption Price for the Series G Preferred Shares designated for redemption and not yet redeemed, with the transfer agent or agents for the Series G Preferred Shares, as a trust fund for the benefit of the holders of the Series G Preferred Shares designated for redemption, together with irrevocable instructions and authority to such transfer agent or agents that such funds be delivered upon redemption of such shares and to pay, on and after the date fixed for redemption or prior thereto, the Redemption Price of the shares to their respective holders upon the surrender of their share certificates. From and after the making of such deposit, the holders of the shares designated for redemption shall cease to be shareholders with respect to such shares and shall have no interest in or claims against the Company by virtue thereof and shall have no voting or other rights with respect to such shares, except the right to receive from such trust fund the moneys payable upon such redemption, less any required tax withholding amount, without interest thereon, upon surrender (and endorsement, if required by the Company) of their certificates, and the shares represented thereby shall no longer be deemed to be outstanding. Any balance of such moneys remaining unclaimed at the end of the five-year period commencing on the date fixed for redemption shall, subject to the requirements of applicable law, be repaid to the Company upon its request expressed in a resolution of its Board of Trust Managers.

(5)           Any Series G Preferred Shares that shall at any time have been redeemed shall, after such redemption, have the status of authorized but unissued preferred shares, without designation as to series until such shares are once more designated as part of a particular series by the Board of Trust Managers.

Section 6.  Ranking. The Series G Preferred Shares shall, with respect to dividend rights and rights upon liquidation, dissolution or winding up of the Company, rank (a) senior to Junior Shares; (b) on a parity with all Parity Shares; and (c) junior to all equity securities issued by the Company, the terms of which specifically provide that such equity securities rank senior to the Series G Preferred Shares as to the payment of dividends or as to distribution of assets upon liquidation, dissolution or winding up of the Company.

Section 7.  Voting Rights. The holders of Series G Preferred Shares shall not have any voting rights, except as set forth below or as otherwise from time to time required by law.

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(1)           Whenever dividends on the Series G Preferred Shares are in arrears (which shall, with respect to any Dividend Period, mean that any such dividend has not been paid in full whether or not earned or declared) for six or more Dividend Periods (whether consecutive or not) (a "Series G Preferred Shares Dividend Default"), the number of managers then constituting the Board of Trust Managers of the Company shall be increased by two, and the holders of Series G Preferred Shares (voting separately as a class with all other series of preferred shares upon which like voting rights have been conferred and are exercisable ("Voting Parity Preferred")) shall have the right to elect two managers to the Board of Trust Managers of the Company (the "Series G Preferred Shares Managers") at a special meeting called by the holders of record of at least 10% of the Series G Preferred Shares or at least 10% of any other Voting Parity Preferred so in arrears (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the shareholders of the Company) or at the next annual meeting of shareholders, and at each subsequent annual meeting, until all dividends accumulated on the Series G Preferred Shares for the past dividend periods and the then current dividend period have been fully paid or declared and a sum sufficient for the payment of such dividends has been set aside for payment.  If and when all accumulated dividends and the dividend for the then current dividend period on the Series G Preferred Shares shall have been paid in full or set aside for payment in full, the holders of the Series G Preferred Shares shall be divested of the foregoing voting rights (but subject always to the same provision for the vesting of such voting rights in the case of any similar future arrearages in six or more Dividends Periods), and if all accumulated dividends and the dividend for the then current period have been paid in full or set aside for payment in full on all series of Voting Parity Preferred, the term of office of each manager so elected by the holders of the Series G Preferred Shares and the Voting Parity Preferred shall terminate, and the Board of Trust Managers shall take such action as may be necessary to reduce the number of managers by two.

(2)           Any Series G Preferred Shares Manager may be removed at any time with or without cause by the vote of, and shall not be removed otherwise than by the vote of, the holders of record of a majority of the outstanding shares of the Series G Preferred Shares when they have the voting rights set forth in this Section 7 (voting separately as a class with all other series of Voting Parity Preferred upon which like voting rights have been conferred and are exercisable).  So long as a Series G Preferred Shares Dividend Default shall continue, any vacancy in the office of a Series G Preferred Shares Manager may be filled by written consent of the Series G Preferred Shares Manager remaining in office, or if none remains in office, by a vote of the holders of record of a majority of the outstanding shares of Series G Preferred Shares when they have the voting rights set forth hereof (voting separately as a class with all other series of Voting Parity Preferred upon which like voting rights have been conferred and are exercisable).  The Series G Preferred Shares Managers shall each be entitled to one vote per manager on any matter.

(3)           As long as any shares of Series G Preferred Shares remain outstanding, the Company shall not, without the affirmative vote or consent of the holders of at least two-thirds of the outstanding shares of Series G Preferred Shares (voting as a separate class); (i) authorize or create, or increase the authorized or issued amount of, any capital shares ranking senior to the Series G Preferred Shares with respect to the payment of dividends or the distribution of assets upon liquidation, dissolution, or winding up or reclassify any authorized capital shares into, or create, authorize, or issue any obligation or security convertible into, exchangeable for or

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evidencing the right to purchase, any such shares; or (ii) amend, alter, or repeal the provisions of the Declaration of Trust, as amended, whether by merger, consolidation or otherwise (an "Event"), so as to materially and adversely affect any right, preference, privilege, or voting power of the Series G Preferred Shares or the holders thereof; provided however, as long as the Series G Preferred Shares remains outstanding with its terms materially unchanged, taking into account that upon the occurrence of an Event, the Company may not be the surviving entity, the occurrence of an Event shall not be deemed to materially and adversely affect such rights, preferences, privileges, or voting power of the holders of Series G Preferred Shares, and (x) any increase in the amount of the authorized preferred shares or the creation or issuance of any other series of preferred shares, or (y) any increase in the amount of authorized shares of the Series G Preferred Shares or any other series of preferred shares, in the case of either (x) or (y) ranking on a parity with or junior to the Series G Preferred Shares with respect to payment of dividends or the distribution of assets upon liquidation, dissolution, or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges, or voting powers.

(4)           Notwithstanding the foregoing, the Series G Preferred Shares shall not be entitled to vote, and the foregoing voting provisions shall not apply, if at or prior to the time when the act with respect to which such vote would otherwise be required is effected, all outstanding shares of the Series G Preferred Shares have been redeemed or called for redemption, and sufficient funds have been deposited in trust for the benefit of the holders of the Series G Preferred Shares to effect such redemption.

(5)           For purposes of the foregoing provisions of this section, each share of Series G Preferred Shares shall have one vote per $25 of liquidation preference, and fractional votes shall be ignored.

Section 8.  Conversion.  The Series G Preferred Shares are not convertible into shares of any other class or series of the capital stock of the Company.

Section 9.  Information Rights.  During any period in which the Company is not subject to Section 13 or 15(d) of the Act and any of the Series G Preferred Shares are outstanding, the Company will (i) transmit by mail to all holders of the Series G Preferred Shares, as their names and addresses appear in the record books of the Company and without cost to such holders, copies of the annual reports and quarterly reports ("Reports") that the Company would have been required to file with the SEC pursuant to Section 13 or 15(d) of the Act if the Company were subject to such Sections (other than any exhibits that would have been required), and (ii) promptly upon written request, supply copies of such Reports to any prospective holder of Series G Preferred Shares. The Company will mail the Reports to each holder of Series G Preferred Share(s) within fifteen (15) days after the respective dates by which it would have been required to file such Reports with the SEC if it were subject to Section 13 or 15(d) of the Act.

Section 10.  Severability of Provisions.  If any preference, right, voting power, restriction, limitation as to dividends or other distributions, qualification or term or condition of redemption of the Series G Preferred Shares set forth herein is invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, all other preferences, rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of the Series G Preferred Shares set forth herein which can be given

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effect without the invalid, unlawful or unenforceable provision thereof shall, nevertheless, remain in full force and effect, and no preferences, rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of the Series G Preferred Shares herein set forth shall be deemed dependent upon any other provision thereof unless so expressed therein.

Section 11. Effective Time.  This Statement of Designation will become effective at 12:01 a.m. on September 24, 2007.

Ratification and Authorization

RESOLVED, that any and all acts and deeds of any officer of the Company taken prior to the date hereof on behalf of the Company with regard to the foregoing resolutions are hereby approved, ratified and confirmed in all respects as and for the acts and deeds of the Company; and

FURTHER RESOLVED, that the officers of the Company be, and each of them hereby is, severally and without the necessity for joinder of any other person, authorized, empowered and directed to execute and deliver any and all such further documents and instruments and to do and perform any and all such further acts and deeds that may be necessary or advisable to effectuate and carry out the purposes and intents of the foregoing resolutions, including, but not limited to, the filing of a statement with the County Clerk of Harris County, Texas, setting forth the designations, preferences, limitations and rights of Series G Preferred Shares pursuant to Section 3.30 of the Texas REIT Act, all such actions to be performed in such manner, and all such documents and instruments to be executed and delivered in such form, as the officer performing or executing the same shall approve, the performance or execution thereof by such officer to be conclusive evidence of the approval thereof by such officer and by the Board of Trust Managers.

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EX-4.1

        EXHIBIT 4.1      

DEPOSIT AGREEMENT

THIS DEPOSIT AGREEMENT, dated as of September 25, 2007, is entered into by and among WEINGARTEN REALTY INVESTORS, a Texas real estate investment trust (the "Company"), Mellon Investor Services LLC ("MIS"), as Depositary, and all holders from time to time of Receipts (as hereinafter defined) issued hereunder.

WITNESSETH:

WHEREAS, it is desired to provide, as hereinafter set forth in this Deposit Agreement for the deposit of the Company's Preferred Shares (as hereinafter defined) with the Depositary for the purposes set forth in this Deposit Agreement and for the issuance hereunder of the Receipts evidencing Depositary Shares representing a fractional interest in the Preferred Shares deposited; and

WHEREAS, the Receipts are to be substantially in the form of Exhibit B annexed to this Deposit Agreement, with appropriate insertions, modifications and omissions, as hereinafter provided in this Deposit Agreement;

NOW, THEREFORE, in consideration of the premises contained herein, it is agreed by and among the parties hereto as follows:

ARTICLE I

DEFINITIONS

The following definitions shall apply to the respective terms (in the singular and plural forms of such terms) used in this Deposit Agreement and the Receipts:

SECTION 1.01."Amendment to the Declaration" shall mean the Statement of Designation to the Declaration of Trust of the Company, as amended from time to time, establishing the Adjustable Rate Series G Cumulative Redeemable Preferred Shares of the Company.

SECTION 1.02."Common Shares" shall mean the Company's Common Shares, $0.03 par value per share.

SECTION 1.03."Company" shall mean Weingarten Realty Investors, a Texas real estate investment trust, and its successors.

SECTION 1.04."Declaration of Trust" shall mean the Restated Declaration of Trust, as amended from time to time, of the Company.

SECTION 1.05."Deposit Agreement" shall mean this agreement, as the same may be amended, modified or supplemented from time to time.

SECTION 1.06."Depositary" shall mean Mellon Investor Services LLC ("MIS") having its principal office in the United States.

SECTION 1.07."Depositary Share" shall mean a fractional interest of 1/100 of a Preferred Share deposited with the Depositary hereunder and the same proportionate interest in any and all other property received by the Depositary in respect of such Preferred Share and held under this Deposit Agreement, all as evidenced by the Receipts issued hereunder.  Subject to the terms of this Deposit Agreement, each owner of a Depositary Share is entitled, proportionately, to all the rights, preferences and privileges of the Preferred Share represented by such Depositary Share, including the dividend, voting, redemption, conversion and liquidation rights contained in the Statement of Designation to the Declaration of Trust.

SECTION 1.08."Depositary's Agent" shall mean an agent appointed by the Depositary as provided, and for the purposes specified, in Section 7.05.

SECTION 1.09."Office" shall mean the office of the Depositary at which at any particular time its business in respect of matters governed by this Deposit Agreement shall be administered, which at the date of this Deposit Agreement is located at Newport Office Center VII, 480 Washington Boulevard, Jersey City, NJ 07310.

SECTION 1.10."Preferred Shares" shall mean the Company's Adjustable Rate Series G Cumulative Redeemable Preferred Shares, $0.03 par value per share, heretofore validly issued, fully paid and non-assessable, and as more fully described in Exhibit A hereto.

SECTION 1.11."Receipt" shall mean a Depositary Receipt issued hereunder to evidence one or more Depositary Shares, whether in definitive or temporary form, substantially in the form set forth as Exhibit B hereto, and as more fully described in Exhibit A hereto.

SECTION 1.12."record date" shall mean the date fixed pursuant to Section 4.04.

SECTION 1.13."record holder" or "holder" as applied to a Receipt shall mean the person in whose name a Receipt is registered on the books maintained by the Depositary for such purpose.

SECTION 1.14."Registrar" shall mean MIS.

SECTION 1.15."Securities Act" shall mean the Securities Act of 1933, as amended.

SECTION 1.16."Transfer Agent" shall mean MIS, who has been appointed to transfer the Receipts or the deposited Preferred Shares, as the case may be, as herein provided.

ARTICLE II

FORM OF RECEIPTS; DEPOSIT OF PREFERRED SHARES; EXECUTION AND DELIVERY, TRANSFER, SURRENDER AND REDEMPTION OF RECEIPTS

SECTION 2.01.Form and Transferability of Receipts.  (a)  Definitive Receipts shall be substantially in the form set forth in Exhibit B annexed to this Deposit Agreement, with appropriate insertions, modifications and omissions, as hereinafter provided.  Pending the preparation of definitive Receipts, the Depositary, upon the written order of the Company, delivered in compliance with Section 2.02, shall execute and deliver temporary Receipts which

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may be printed, lithographed, typewritten, mimeographed or otherwise substantially of the tenor of the definitive Receipts in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the persons executing such Receipts may determine, as evidenced by their execution of such Receipts.  If temporary Receipts are issued, the Company will cause definitive Receipts to be prepared without unreasonable delay.  After the preparation of definitive Receipts, the temporary Receipts shall be exchangeable for definitive Receipts upon surrender of the temporary Receipts at the Office or such other offices, if any, as the Depositary may designate, without charge to the holder.  Upon surrender for cancellation of any one or more temporary Receipts, the Depositary shall execute and deliver in exchange therefor definitive Receipts representing the same number of Depositary Shares as represented by the surrendered temporary Receipt or Receipts.  Such exchange shall be made at the Company's expense and without any charge therefor.  Until so exchanged, the temporary Receipts shall in all respects be entitled to the same benefits under this Deposit Agreement, and with respect to the Preferred Shares deposited, as definitive Receipts.

(b)Receipts shall be executed by the Depositary by the manual or facsimile signature of a duly authorized signatory of the Depositary, provided that if a Registrar (other than the Depositary) shall have been appointed then such Receipts shall also be countersigned by manual or facsimile signature of a duly authorized signatory of the Registrar.  No Receipt shall be entitled to any benefits under this Deposit Agreement or be valid or obligatory for any purpose unless it shall have been executed as provided in the preceding sentence.  The Depositary shall record on its books each Receipt executed as provided above and delivered as hereinafter provided.  The Company hereby appoints the Depositary to act as the depositary for the Company in accordance with the terms and conditions hereof, and the Depositary hereby accepts such appointment.

(c)Except as the Depositary may otherwise determine, Receipts shall be in denominations of any number of whole Depositary Shares.  All Receipts shall be dated the date of their issuance.

(d)Receipts may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Deposit Agreement as may be required by the Depositary or required to comply with any applicable law or regulation or with the rules and regulations of any securities exchange upon which the Preferred Shares, the Depositary Shares or the Receipts may be listed or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Receipts are subject.

(e)Title to any Receipt (and the beneficial ownership of the Depositary Shares evidenced by such Receipt) that is properly endorsed or accompanied by a properly executed instrument of transfer or endorsement shall be transferable by delivery with the same effect as in the case of a negotiable instrument; provided, however, that until a Receipt shall be transferred on the books of the Depositary as provided in Section 2.04, the Depositary may, notwithstanding any notice to the contrary, treat the record holder thereof at such time as the absolute owner thereof for all purposes, including without limitation, for the purpose of determining the person entitled to (i) distribution of dividends or other distributions, (ii) the

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exercise of any redemption or voting rights or (iii) any notice provided for in this Deposit Agreement and for all other purposes.

SECTION 2.02.Deposit of Preferred Shares; Execution and Delivery of Receipts in Respect Thereof.  (a)  Concurrently with the execution of this Deposit Agreement, the Company is delivering to the Depositary a certificate or certificates, registered in the name of the Depositary and evidencing 80,000 Preferred Shares, properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to the Depositary, together with (i) all such certifications and other documents as may be required by the Depositary in accordance with the provisions of this Deposit Agreement and (ii) a written order of the Company directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the Depositary Shares representing such deposited Preferred Shares.  The Depositary acknowledges receipt of the deposited Preferred Shares and related documentation and agrees to hold such deposited Preferred Shares in an account to be established by the Depositary at the  Office or at such other  office as the Depositary shall determine.  The Company hereby appoints the Depositary as the Company's Registrar and Transfer Agent for the Preferred Shares deposited hereunder, and the Depositary hereby accepts such appointment and, as such, will reflect changes in the number of deposited Preferred Shares (including any fractional shares) held by it by notation, book-entry or other appropriate method.

(b)If required by the Depositary, Preferred Shares presented for deposit by the Company at any time, whether or not the register of shareholders of the Company is closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, that will provide for the prompt transfer to the Depositary or its nominee of any dividend or any right to subscribe for additional Preferred Shares or to receive other property that any person in whose name the Preferred Shares is or has been registered may thereafter receive upon or in respect of such deposited Preferred Shares, or in lieu thereof such agreement of indemnity or other agreement as shall be satisfactory to the Depositary.

(c)Upon receipt by the Depositary of a certificate or certificates for Preferred Shares deposited hereunder, together with the other documents specified above, and upon registering such Preferred Shares in the name of the Depositary, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver to, or upon the order of, the person or persons in the written order delivered to the Depositary referred to in the first paragraph of this Section 2.02, a Receipt or Receipts for the number of whole Depositary Shares representing the Preferred Shares so deposited and registered in such name or as may be requested in writing by such person or persons.  The Depositary shall execute and deliver such Receipt or Receipts at the Office, except that, at the request, risk and expense of any person requesting such delivery, such delivery may be made at such other place as may be designated in writing by such person.

(d)Other than in the case of splits, combinations or other reclassifications affecting the Preferred Shares, or in the case of dividends or other distributions of Preferred Shares, if any, there shall be deposited hereunder not more than the number of Preferred Shares as set forth in a written order delivered by the Company, as such may be amended.

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(e)The Company shall deliver to the Depositary from time to time such quantities of Receipts as the Depositary may request to enable the Depositary to perform its obligations under this Deposit Agreement.

(f)           The Company shall deliver to the Depositary the documentation and notifications listed in Exhibit C hereto with respect to the Preferred Shares and the Receipts according to the requirements set forth therein.

SECTION 2.03.Optional Redemption of Preferred Shares For Cash.  (a)  Whenever the Company shall elect to redeem deposited Preferred Shares for cash, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 days' prior written notice of the date of such proposed redemption and of the number of such Preferred Shares held by the Depositary to be redeemed and the applicable redemption price, including the amount, if any, of accrued and unpaid dividends to the date of such redemption.  The Depositary shall mail, first-class postage prepaid, notice of the redemption of Preferred Shares and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Shares to be redeemed, not less than 30 and not more than 60 days prior to the date fixed for redemption of such Preferred Shares and Depositary Shares (the "cash redemption date"), to the holders of record on the record date fixed for such redemption pursuant to Section 4.04 of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; but neither failure to mail any such notice to one or more such holders nor any defect in any such notice shall affect the sufficiency of the proceedings for redemption as to other holders.  The Company shall provide the Depositary with such notice, and each such notice shall state:  the cash redemption date; the cash redemption price; the number of deposited Preferred Shares and Depositary Shares to be redeemed; if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; the place or places where Receipts evidencing Depositary Shares to be redeemed are to be surrendered for payment of the cash redemption price; and that from and after the cash redemption date dividends in respect of the Preferred Shares represented by the Depositary Shares to be redeemed will cease to accrue.  If fewer than all the outstanding Depositary Shares are to be redeemed the Depositary Shares to be redeemed shall be selected by lot.  In selecting the Depositary Shares to redeemed by lot, the Company will conduct a lottery to determine which Depositary Shares will be redeemed and will communicate the results of such lottery to the Depositary.  The Company shall also cause notice of redemption to be published in a newspaper of general circulation in the City of New York at least once a week for two successive weeks commencing not less than 30 days nor more than 60 days prior to the cash redemption date.

(b)In the event that notice of redemption has been made as described in Section 2.03(a) and the Company shall then have paid in full to the Depositary the cash redemption price of the Preferred Shares deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to the date of redemption), the Depositary shall redeem the number of Depositary Shares representing such Preferred Shares so called for redemption by the Company and from and after the cash redemption date (unless the Company shall have failed to redeem the Preferred Shares to be redeemed by it as set forth in the Company's notice provided for in Section 2.03(a)), all dividends in respect of the Preferred Shares called for redemption shall cease to accrue, the Depositary Shares called for redemption

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shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the cash redemption price and any money or other property to which holders of such Receipts were entitled upon such redemption) shall, to the extent of such Depositary Shares, cease and terminate.  Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be redeemed at a cash redemption price of $25.00 per Depositary Share plus any other money and other property payable in respect of such Preferred Shares.

(c)If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the cash redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption.

SECTION 2.04.Registration of Transfers of Receipts.  The Company hereby appoints the Depositary as the Company's Registrar and Transfer Agent for the Receipts, and the Depositary hereby accepts such appointment and, as such, shall register on its books from time to time transfers of Receipts upon any surrender thereof by the holder in person or by a duly authorized attorney, properly endorsed or accompanied by a properly executed instrument of transfer or endorsement, together with evidence of the payment of any transfer taxes as may be required by law.  Upon such surrender, the Depositary shall execute a new Receipt or Receipts and deliver the same to or upon the order of the person entitled thereto evidencing the same aggregate number of Depositary Shares evidenced by the Receipt or Receipts surrendered.

SECTION 2.05.Combinations and Split-Ups of Receipts.  Upon surrender of a Receipt or Receipts at the Office or such other office as the Depositary may designate for the purpose of effecting a split-up or combination of Receipts, subject to the terms and conditions of this Deposit Agreement, the Depositary shall execute and deliver a new Receipt or Receipts in the authorized denominations requested evidencing the same aggregate number of Depositary Shares evidenced by the Receipt or Receipts surrendered.

SECTION 2.06.Surrender of Receipts and Withdrawal of Preferred Shares.  (a)  Any holder of a Receipt or Receipts may withdraw any or all of the deposited Preferred Shares represented by the Depositary Shares evidenced by such Receipt or Receipts and all money and other property, if any, represented by such Depositary Shares by surrendering such Receipt or Receipts at the Office or at such other office as the Depositary may designate for such withdrawals, provided that a holder of a Receipt or Receipts may not withdraw such Preferred Shares (or money and other property, if any, represented thereby) which have previously been called for redemption.  After such surrender, without unreasonable delay, the Depositary shall deliver to such holder, or to the person or persons designated by such holder as hereinafter provided, the number of whole or fractional Preferred Shares and all such money and other property, if any, represented by the Depositary Shares evidenced by the Receipt or Receipts so surrendered for withdrawal, but holders of such whole or fractional Preferred Shares will not thereafter be entitled to deposit such Preferred Shares hereunder or to receive Depositary Shares therefor.  If the Receipt or Receipts delivered by the holder to the Depositary in connection with such withdrawal shall evidence a number of Depositary Shares in excess of the number of

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Depositary Shares representing the number of whole or fractional shares of deposited Preferred Shares to be withdrawn, the Depositary shall at the same time, in addition to such number of whole or fractional Preferred Shares and such money and other property, if any, to be withdrawn, deliver to such holder, or (subject to Section 2.04) upon his order, a new Receipt or Receipts evidencing such excess number of Depositary Shares.  Delivery of such Preferred Shares and such money and other property being withdrawn may be made by the delivery of such certificates, documents of title and other instruments as the Depositary may deem appropriate, which, if required by the Depositary, shall be properly endorsed or accompanied by proper instruments of transfer.

(b)If the deposited Preferred Shares and the money and other property being withdrawn are to be delivered to a person or persons other than the record holder of the Receipt or Receipts being surrendered for withdrawal of Preferred Shares, such holder shall execute and deliver to the Depositary a written order so directing the Depositary and the Depositary may require that the Receipt or Receipts surrendered by such holder for withdrawal of such Preferred Shares be properly endorsed in blank or accompanied by a properly executed instrument of transfer or endorsement in blank.

(c)The Depositary shall deliver the deposited Preferred Shares and the money and other property, if any, represented by the Depositary Shares evidenced by Receipts surrendered for withdrawal at the Office, except that, at the request, risk and expense of the holder surrendering such Receipt or Receipts and for the account of the holder thereof, such delivery may be made at such other place as may be designated by such holder.

SECTION 2.07.Limitations on Execution and Delivery, Transfer, Split-Up, Combination, Surrender and Exchange of Receipts.  (a)  As a condition precedent to the execution and delivery, transfer, split-up, combination, surrender or exchange of any Receipt, the Depositary, any of the Depositary's Agents or the Company may require any or all of the following:  (i) payment to it of a sum sufficient for the payment (or, in the event that the Depositary or the Company shall have made such payment, the reimbursement to it) of any tax or other governmental charge with respect thereto (including any such tax or charge with respect to the Preferred Shares being deposited or withdrawn); (ii) the production of proof satisfactory to it as to the identity and genuineness of any signature (or the authority of any signature); and (iii) compliance with such regulations, if any, as the Depositary or the Company may establish consistent with the provisions of this Deposit Agreement as may be required by any securities exchange upon which the deposited Preferred Shares, the Depositary Shares or the Receipts may be included for quotation or listed.

(b)The deposit of Preferred Shares may be refused, the delivery of Receipts against Preferred Shares may be suspended, the transfer of Receipts may be refused, and the transfer, split-up, combination, surrender, exchange or redemption of outstanding Receipts may be suspended (i) during any period when the register of shareholders of the Company is closed or (ii) if any such action is deemed reasonably necessary or advisable by the Depositary, any of the Depositary's Agents or the Company at any time or from time to time because of any requirement of law or of any government or governmental body or commission, or under any provision of this Deposit Agreement.

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SECTION 2.08.Lost Receipts, etc.  In case any Receipt or Preferred Shares shall be mutilated or destroyed or lost or stolen, the Depositary in its discretion may execute and deliver a Receipt or Preferred Share of like form and tenor in exchange and substitution for such mutilated Receipt or in lieu of and in substitution for such destroyed, lost or stolen Receipt or Preferred Share, provided that the holder thereof provides the Depositary with (i) evidence reasonably satisfactory to the Depositary of such destruction, loss or theft of such Receipt or Preferred Share, of the authenticity thereof and of his ownership thereof, (ii) a bond of indemnity or other form of indemnity in form and substance satisfactory to MIS and (iii) payment of all applicable fees.  Such holders may obtain such a bond of indemnity from a surety company of the holder's choice, provided the surety company satisfies MIS's minimum requirements

SECTION 2.09.Cancellation and Destruction of Surrendered Receipts.  All Receipts surrendered to the Depositary or any Depositary's Agent shall be cancelled by the Depositary.  Except as prohibited by applicable law or regulation, the Depositary is authorized to destroy such Receipts so cancelled.

ARTICLE III

CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE COMPANY

SECTION 3.01.Filing Proofs, Certificates and Other Information.  Any person presenting Preferred Shares for deposit or any holder of a Receipt may be required from time to time to file such proof of residence or other information, to execute such certificates and to make such representations and warranties as the Depositary or the Company may reasonably deem necessary or proper.  The Depositary or the Company may withhold or delay the delivery of any Receipt, the transfer, redemption or exchange of any Receipt, the withdrawal of the deposited Preferred Shares represented by the Depositary Shares evidenced by any Receipt, the distribution of any dividend or other distribution or the sale of any rights or of the proceeds thereof, until such proof or other information is filed, such certificates are executed or such representations and warranties are made.

SECTION 3.02.Payment of Fees and Expenses.  Holders of Receipts shall be obligated to make payments to the Depositary of certain fees and expenses, as provided in Sections 2.08 and 5.07, or provide evidence reasonably satisfactory to the Depositary that such fees and expenses have been paid.  Until such payment is made, transfer of any Receipt or any withdrawal of the Preferred Shares or money or other property, if any, represented by the Depositary Shares evidenced by such Receipt may be refused, any dividend or other distribution may be withheld, and any part or all of the Preferred Shares or other property represented by the Depositary Shares evidenced by such Receipt may be sold for the account of the holder thereof (after attempting by reasonable means to notify such holder a reasonable number of days prior to such sale).  Any dividend or other distribution so withheld and the proceeds of any such sale may be applied to any payment of such fees or expenses, the holder of such Receipt remaining liable for any deficiency.

SECTION 3.03.Representations and Warranties as to Preferred Shares.  In the case of the initial deposit of the Preferred Shares hereunder, the Company and, in the case of subsequent deposits thereof, each person so depositing Preferred Shares under this Deposit Agreement shall be deemed thereby to represent and warrant that such Preferred Shares and each

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certificate therefor are valid and that the person making such deposit is duly authorized to do so.  The Company hereby further represents and warrants that: (a) such Preferred Shares, when issued, will be duly authorized, validly issued, fully paid and non-assessable; and (b) such Preferred Shares, when issued, will be duly registered under the Securities Act or will be exempt from such registration and will be duly registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act") or will be exempt from such registration.  Such representations and warranties shall survive the deposit of the Preferred Shares and the issuance of Receipts.

SECTION 3.04.Representation and Warranties as to Receipts and Depositary Shares.  The Company hereby represents and warrants that the Receipts, when issued, will evidence legal and valid interests in the Depositary Shares and each Depositary Share will represent a legal and valid 1/100 fractional interest in a deposited Preferred Share.  The Company hereby further represents and warrants that: (a) such Depositary Shares, when issued, will be duly authorized, validly issued, fully paid and non-assessable; and (b) such Depositary Shares, when issued, will be duly registered under the Securities Act or will be exempt from such registration and will be duly registered under the Exchange Act or will be exempt from such registration.  Such representation and warranty shall survive the deposit of the Preferred Shares and the issuance of Receipts evidencing the Depositary Shares.

SECTION 3.05.Other Representations and Warranties of the Company.  The Company hereby represents and warrants that the execution and delivery of this Deposit Agreement, and the issuance and any subsequent transfer of the Preferred Shares or Receipts in accordance with this Deposit Agreement, do not and will not conflict with, violate, or result in a breach of, the terms, conditions or provisions of, or constitute a default under, the charter or the by-laws of the Company, any law or regulation, any order or decree of any court or public authority having jurisdiction, or any mortgage, indenture, contract, agreement or undertaking to which the Company is a party or by which it is bound.  This Deposit Agreement is enforceable against the Company in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the enforcement of creditors' rights generally.

SECTION 3.06.  Representations and Warranties of MIS.  MIS hereby represents and warrants that:  (a) MIS is, and for the term of this Deposit Agreement shall remain, duly registered as a transfer agent under the Exchange Act and (b) MIS shall comply with its obligations as a transfer agent under the Exchange Act and the rules and regulations thereunder.  This Deposit Agreement is enforceable against MIS in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the enforcement of creditors' rights generally.

ARTICLE IV

THE PREFERRED SHARES; NOTICES

SECTION 4.01.Cash Distributions.  Whenever the Depositary shall receive any cash dividend or other cash distribution on the deposited Preferred Shares, including any cash received upon redemption of any Preferred Shares pursuant to Section 2.03, the Depositary shall, subject to Section 3.02, distribute to record holders of Receipts on the record date fixed pursuant

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to Section 4.04 such amounts of such dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders; provided, however, that in case the Company or the Depositary shall be required to and shall withhold from any cash dividend or other cash distribution in respect of the Preferred Shares represented by the Receipts held by any holder an amount on account of taxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly.  The Depositary shall distribute or make available for distribution, as the case may be, such amount as can be distributed without attributing to any holder of Receipts a fraction of one cent, and any balance not so distributable shall be held by the Depositary (without liability for interest thereon) and shall be added to and be treated as part of the next sum received by the Depositary for distribution to record holders of Receipts then outstanding.  Each holder of a Receipt shall provide the Depositary with its certified tax identification number on a properly completed Form W-8 or W-9, as may be applicable.  Each holder of a Receipt acknowledges that, in the event of non-compliance with the preceding sentence the Internal Revenue Code of 1986 as amended, may require withholding by the Depositary of a portion of any of the distribution to be made hereunder.

SECTION 4.02.Distributions Other Than Cash.  Whenever the Depositary shall receive any distribution other than cash on the deposited Preferred Shares, the Depositary shall, subject to Section 3.02, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.04 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders, in any manner that the Depositary and the Company may deem equitable and practicable for accomplishing such distribution.  If, in the opinion of the Depositary after consultation with the Company, such distribution cannot be made proportionately among such record holders, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount on account of taxes), the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary may, with the written approval of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, at such place or places and upon such terms as it may deem proper.  The net proceeds of any such sale shall, subject to Section 3.02, be distributed or made available for distribution, as the case may be, by the Depositary to record holders of Receipts as provided by Section 4.01 in the case of a distribution received in cash.  The Company shall not make any distribution of such securities or property to the holders of Receipts unless the Company shall have provided to the Depositary an opinion of counsel stating that the distribution of such securities or property has been registered under the Securities Act or that registration is not required.  The Company shall advise the Depositary of the nature of any property, and if the Depositary in its reasonable judgment determines that it may incur liability by reason of being deemed an owner thereof, the Depositary shall have the right to refuse such property, but the Depositary shall assist the Company in determining an appropriate means of distributing such property.

SECTION 4.03.Subscription Rights, Preferences or Privileges.  (a)  If the Company shall at any time offer or cause to be offered to the persons in whose names deposited Preferred Shares are registered on the books of the Company any rights, preferences or privileges

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to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders of Receipts in such manner as the Company shall instruct (including by the issue to such record holders of warrants representing such rights, preferences or privileges); provided, however, that (a) if at the time of issue or offer of any such rights, preferences or privileges the Company determines upon advice of its legal counsel that it is not lawful or feasible to make such rights, preferences or privileges available to the holders of Receipts (by the issue of warrants or otherwise) or (b) if and to the extent instructed by holders of Receipts who do not desire to exercise such rights, preferences or privileges, the Depositary shall then, if so instructed by the Company, and if applicable laws or the terms of such rights, preferences or privileges so permit, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper.  The net proceeds of any such sale shall, subject to Section 3.01 and Section 3.02, be distributed by the Depositary to the record holders of Receipts entitled thereto as provided by Section 4.01 in the case of a distribution received in cash.  The Company shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to the Depositary an opinion of counsel stating that the distribution of such rights, preferences or privileges has been registered under the Securities Act or that registration is not required.

(b)If registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, the Company agrees that it will promptly notify the Depositary of such requirement and will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges.  In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective or unless the offering and sale of such securities to such holders are exempt from registration under the provisions of the Securities Act and the Company shall have provided to the Depositary an opinion of counsel to such effect.

(c)If any other action under the law of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders of Receipts, the Company agrees that it will promptly notify the Depositary of such requirement and will to use its reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges.

The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

SECTION 4.04.Notice of Dividends; Fixing of Record Date for Holders of Receipts.  Whenever any cash dividend or other cash distribution shall become payable, any

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distribution other than cash shall be made, or any rights, preferences or privileges shall at any time be offered, with respect to the deposited Preferred Shares, or whenever the Depositary shall receive written notice of (i) any meeting at which holders of such Preferred Shares are entitled to vote or of which holders of such Preferred Shares are entitled to notice or (ii) any election on the part of the Company to redeem any such Preferred Shares, the Depositary shall in each such instance fix a record date (which shall be the same date as the record date fixed by the Company with respect to the Preferred Shares) for the determination of the holders of Receipts who shall be entitled to receive such dividend, distribution, rights, preferences or privileges or the net proceeds of the sale thereof, to give instructions for the exercise of voting rights at any such meeting or to receive notice of such meeting or the determination of which Depositary Shares are to be so redeemed.

SECTION 4.05.Voting Rights.  Upon receipt of written notice of any meeting at which the holders of deposited Preferred Shares are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders of Receipts a notice, which shall be provided by the Company and which shall contain (i) such information as is contained in such notice of meeting, (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitled, subject to any applicable provision of law, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Preferred Shares represented by their respective Depositary Shares and (iii) a brief statement as to the manner in which such instructions may be given.  Upon the written request of a holder of a Receipt on such record date, the Depositary shall vote or cause to be voted the amount of Preferred Shares represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request.  To the extent any such instructions request the voting of a fractional interest of a share of deposited Preferred Shares, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requests.  Each Preferred Share is entitled to one vote on all matters as to which the Preferred Shares vote and, accordingly, each Depositary Share is entitled to 1/100 of a vote on such matters.  The Company hereby agrees to take all such action that may be deemed necessary by the Depositary in order to enable the Depositary to vote such Preferred Shares or cause such Preferred Shares to be voted.  In the absence of specific instructions from the holder of a Receipt, the Depositary will abstain from voting (but, at its discretion, not from appearing at any meeting with respect to the applicable Preferred Shares unless directed to the contrary by the record holders of all the related Receipts) to the extent of the Preferred Shares represented by the Depositary Shares evidenced by such Receipt.  The Depositary shall not be required to exercise discretion in voting any Preferred Shares represented by the Depositary Shares evidenced by such Receipt.

SECTION 4.06.Changes Affecting Preferred Shares and Reclassifications, Recapitalizations, etc.  Upon any change in par or stated value, split-up, combination or any other reclassification of Preferred Shares, or upon any recapitalization, reorganization, merger or consolidation affecting the Company or to which it is a party or sale of all or substantially all of the Company's assets, the Depositary shall, upon the written instructions of the Company, (i) make such adjustments in (a) the fraction of an interest represented by one Depositary Share in one Preferred Share and (b) the ratio of the redemption price per Depositary Share to the redemption price of a Preferred Share, in each case to fully reflect the effects of such change in

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par or stated value, split-up, combination or other reclassification, or of such recapitalization, reorganization, merger, consolidation or sale and (ii) treat any shares or other securities or property (including cash) that shall be received by the Depositary in exchange for or upon conversion of or in respect of the Preferred Shares as new deposited property under this Deposit Agreement, and Receipts then outstanding shall thereafter represent the proportionate interests of holders thereof in the new deposited property so received in exchange for or upon conversion or in respect of such Preferred Shares.  In any such case the Depositary may, in its discretion, with the written approval of the Company, execute and deliver additional Receipts, or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited property.  Anything to the contrary herein notwithstanding, holders of Receipts shall have the right from and after the effective date of any such change in par or stated value, split-up, combination or other reclassification of the Preferred Shares or any such recapitalization, reorganization, merger or consolidation or sale of substantially all the assets of the Company to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Preferred Shares represented thereby only into or for, as the case may be, the kind and amount of shares and other securities and property and cash into which the deposited Preferred Shares evidenced by such Receipts might have been converted or for which such Preferred Shares might have been exchanged or surrendered immediately prior to the effective date of such transaction.  The Company shall cause an effective provision to be made in the corporate charter of the resulting or surviving corporation (if other than the Company) for protection of such rights as may be applicable upon exchange of the deposited Preferred Shares for securities or property or cash of the surviving corporation in connection with the transactions set forth above.  The Company shall cause any such surviving corporation (if other than the Company) expressly to assume the obligations of the Company hereunder.

SECTION 4.07.Inspection of Reports.  The Depositary shall make available for inspection by holders of Receipts at the Office and at such other places as it may from time to time deem advisable during normal business hours any reports and communications received from the Company that are both received by the Depositary as the holder of deposited Preferred Shares and made generally available to the holders of the Preferred Shares.  In addition, the Depositary shall transmit certain notices and reports to the holders of Receipts as provided in Section 5.05.

SECTION 4.08.Lists of Receipt Holders.  Promptly upon request from time to time by the Company, the Depositary shall furnish to the Company a list, as of a recent date specified by the Company, of the names, addresses and holdings of Depositary Shares of all persons in whose names Receipts are registered on the books of the Depositary.

SECTION 4.09.Tax and Regulatory Compliance.  The Depositary shall be responsible for (i) preparation and mailing of 1099 forms for all open and closed accounts, (ii) foreign tax withholding, (iii) withholding 31% (or any withholding as may be required at the then applicable rate) of dividends from holders of Receipts subject to back-up withholding, (iv) mailing W-9 forms to new holders of Receipts without a certified taxpayer identification number, (v) processing certified W-9 forms, (vi) preparation and filing of state information returns and (vii) escheatment services.

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SECTION 4.10.Withholding.  Notwithstanding any other provision of this Deposit Agreement, in the event that the Depositary determines that any distribution in property is subject to any tax which the Depositary is obligated by law to withhold, the Depositary may dispose of all or a portion of such property in such amounts and in such manner as the Depositary deems necessary and practicable to pay such taxes, by public or private sale, and the Depositary shall distribute the net proceeds of any such sale or the balance of any such property after deduction of such taxes to the holders of Receipts entitled thereto in proportion to the number of Depositary Shares held by them, respectively.

ARTICLE V

THE DEPOSITARY AND THE COMPANY

SECTION 5.01.Maintenance of Offices, Agencies and Transfer Books by the Depositary and the Registrar.  (a)  The Depositary shall maintain at the Office facilities for the execution and delivery, transfer, surrender and exchange, split-up, combination and redemption of Receipts and for the deposit and withdrawal of Preferred Shares and at the offices of the Depositary's Agents, if any, facilities for the delivery, transfer, surrender and exchange, split-up, combination and redemption of Receipts and for the deposit and withdrawal of Preferred Shares, all in accordance with the provisions of this Deposit Agreement.

(b)The Depositary shall keep books at the  Office for the registration and transfer of Receipts, which books at all reasonable times shall be open for inspection by the record holders of Receipts as provided by applicable law.  The Depositary may close such books, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunder.

(c)If the Receipts or the Depositary Shares evidenced thereby or the Preferred Shares represented by such Depositary Shares shall be listed on the New York Stock Exchange or any other stock exchange, the Depositary may, with the written approval of the Company, appoint a Registrar (acceptable to the Company) for registration of such Receipts or Depositary Shares in accordance with the requirements of such exchange.  Such Registrar (which may be the Depositary if so permitted by the requirements of such exchange) may be removed and a substitute registrar appointed by the Depositary upon the request or with the approval of the Company.  If the Receipts, such Depositary Shares or such Preferred Shares are listed on one or more other stock exchanges, the Depositary will, at the request and expense of the Company, arrange such facilities for the delivery, transfer, surrender, redemption and exchange of such Receipts, such Depositary Shares or such Preferred Shares as may be required by law or applicable stock exchange regulations.

SECTION 5.02.Prevention or Delay in Performance by the Depositary, the Depositary's Agents, the Registrar or the Company.  Neither the Depositary, any Depositary's Agent, any Registrar nor the Company shall incur any liability to any holder of any Receipt, if by reason of any provision of any present or future law or regulation thereunder of the United States of America or of any other governmental authority or, in the case of the Company, the Depositary, the Depositary's Agent or the Registrar, by reason of any provision, present or future, of the Declaration of Trust or the Amendment to the Declaration or, in the case of the Company, the Depositary, the Depositary's Agent or the Registrar, by reason of any act of God

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or war or other circumstance beyond the control of the relevant party, the Depositary, any Depositary's Agent, the Registrar or the Company shall be prevented or forbidden from doing or performing any act or thing that the terms of this Deposit Agreement provide shall be done or performed; nor shall the Depositary, any Depositary's Agent, any Registrar or the Company incur any liability to any holder of a Receipt by reason of any nonperformance or delay, caused as aforesaid, in the performance of any act or thing that the terms of this Deposit Agreement provide shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement.

SECTION 5.03.Obligations of the Depositary, the Depositary's Agents, the Registrar and the Company.  (a)  Neither the Depositary, any Depositary's Agent, any Registrar nor the Company assumes any obligation or shall be subject to any liability under this Deposit Agreement or any Receipt to holders of Receipts other than from acts or omissions arising out of conduct constituting bad faith, gross negligence or willful misconduct (which bad faith, gross negligence or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction) in the performance of such duties as are specifically set forth in this Deposit Agreement.  Any liability of the Depositary, any Depositary's Agent and any Registrar shall be limited to the amount of fees paid by the Company, hereunder, and in no event shall the Depositary, any Depositary's Agent and any Registrar be liable for special, indirect, incidental, consequential, punitive or exemplary loss or damage of any kind whatsoever ( including but not limited to lost profits) even if such entities have been advised of the likelihood of such damages and regardless of the form of action.

(b)Neither the Depositary, any Depositary's Agent, any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding with respect to the deposited Preferred Shares, Depositary Shares or Receipts that in its reasonable opinion may involve it in expense or liability, unless indemnity reasonably satisfactory to it against all expense and liability be furnished as often as may be required.

(c)Neither the Depositary, any Depositary's Agent, any Registrar nor the Company shall be liable for any action, or any failure to act by it in reliance upon the  advice of legal counsel or accountants, or information provided by any person presenting Preferred Shares for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such information.  The Depositary, any Depositary's Agent, any Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it be genuine and to have been signed or presented by the proper party or parties.

(d)In the event the Depositary shall receive conflicting claims, requests or instructions from any holders of Receipts, on the one hand, and the Company, on the other hand, the Depositary shall be entitled to act on such claims, requests or instructions received from the Company and shall be entitled to the full indemnification set forth in Section 5.06 hereof in connection with any action so taken.

(e)In the event any question or dispute arises with respect to the Depositary's duties hereunder, the Depositary shall not be required to act or be held liable or responsible for its failure or refusal to act until the question or dispute has been (i) judicially settled (and, if

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appropriate, the Depositary may file a suit in interpleader or for a declaratory judgment for such purpose) by final judgment rendered by a court of competent jurisdiction that is binding on all parties interested in the matter and is no longer subject to review or appeal, or (ii) settled by a written document in form and substance satisfactory to the Depositary and executed by the Company.  In addition, the Depositary may require for such purpose, but shall not be obligated to require, the execution of such written settlement by parties that may have an interest in the settlement.

(f)The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the deposited Preferred Shares or for the manner or effect of any such vote made, as long as any such action or non-action does not result from bad faith, gross negligence or willful misconduct (which bad faith, gross negligence or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction) of the Depositary.  The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Agreement or imposed upon the Depositary or any Registrar.

(g)The Depositary, its parent, affiliate, or subsidiaries, any Depositary's Agent, and any Registrar may own, buy, sell or deal in any class of securities of the Company and its affiliates and in Receipts or Depositary Shares or become pecuniarily interested in any transaction in which the Company or its affiliates may be interested or contract with or lend money to or otherwise act as fully or as freely as if it were not the Depositary or the Depositary's Agent hereunder.  The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates or act in any other capacity for the Company or its affiliates.

(h)It is intended that neither the Depositary nor any Depositary's Agent shall be deemed to be an "issuer" of the securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary's Agent are acting only in a ministerial capacity as the Company's Depositary for the deposited Preferred Shares; provided, however, that the Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Deposit Agreement in its capacity as Depositary.

(i)Neither the Depositary (or its officers, directors, employees or agents) nor any Depositary's Agent makes any representation or has any responsibility as to the validity of any registration statement pursuant to which the Depositary Shares may be registered under the Securities Act, the deposited Preferred Shares, the Depositary Shares, the Receipts (except its countersignature thereon) or any instruments referred to therein or herein, or as to the correctness of any statement made in any such registration statement or herein; provided, however, that the Depositary is responsible for its representations in this Deposit Agreement made by it and for the validity of any action taken or required to be taken by the Depositary in connection with this Deposit Agreement.

(j)The Company agrees that it will register the issuance of the Preferred Shares and the Depositary Shares to the extent required by applicable securities laws.

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(k)Any instructions given by the Company to the Depositary orally shall be confirmed in writing by the Company as soon as practical.  The Depositary shall not be liable for responsible and shall be fully authorized and protected for acting, or failing to act, in accordance with any oral instructions that do not conform with the written confirmation received in accordance with this Section 5.03(k).

(l)In the event the Depositary, the Depositary’s Agent or any Registrar believes any ambiguity or uncertainty exists in any notice, instruction, direction, request or other communication, paper or document received by it pursuant to this Deposit Agreement, the Depositary, the Depositary’s Agent or Registrar shall promptly notify the Company of the details of such alleged ambiguity or uncertainty, and may, in its sole discretion, refrain from taking any action, and the Depositary, the Depositary’s Agent or Registrar shall be fully protected and shall incur no liability to any person from refraining from taking such action, absent gross negligence or willful misconduct (which gross negligence or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction), unless and until (i) the rights of all parties have been fully and finally adjudicated by a court of appropriate jurisdiction or (ii) the Depositary, the Depositary’s Agent or Registrar receives written instructions with respect to such matter signed by the Company that eliminates such ambiguity or uncertainty to the satisfaction of the Depositary, the Depositary’s Agent or Registrar.

SECTION 5.03a.  Protections.

Depositary hereunder:

(a)           shall only act solely as agent for the Company under this Deposit Agreement and owes no duties hereunder to any other person;

(b)           shall have no duties or obligations other than those specifically set forth herein (and no implied duties or obligations), or as may subsequently be agreed to in writing by the parties;

(c)           shall have no obligation to make payment hereunder unless the Company shall have provided the necessary federal or other immediately available funds or securities or property, as the case may be, to pay in full amounts due and payable with respect thereto;

(d)           shall not be obligated to take any legal action hereunder; if, however, Depositary determines to take any legal action hereunder, and, where the taking of such action might in Depositary's judgment subject or expose it to any expense or liability, Depositary shall not be required to act unless it shall have been furnished with an indemnity satisfactory to it;

(e)           may rely on and shall be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, notice, letter, telegram, telex, facsimile transmission, or other document or security delivered to Depositary and believed by Depositary to be genuine and to have been signed by the proper party or parties and shall have no responsibility for the accuracy thereof;

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(f)           may rely on and shall be authorized and protected in acting or failing to act upon the written, telephonic, electronic and oral instructions, with respect to any matter relating to Depositary's actions as depositary covered by this Agreement (or supplementing or qualifying any such actions) of officers of the Company;

(g)           may consult counsel satisfactory to it, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered, or omitted by Depositary hereunder in accordance with the advice of such counsel;

(h)           shall not be called upon at any time to advise any person with respect to the Preferred Shares or Receipts; and

(i)           shall not be liable or responsible for any recital or statement contained in any documents relating hereto or the Preferred Shares or Receipts.

SECTION 5.04.Resignation and Removal of the Depositary; Appointment of Successor Depositary.  The Depositary may at any time resign as Depositary hereunder by notice of its election to do so delivered to the Company, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided.  The Depositary may at any time be removed by the Company by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided.

(a)In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor depositary, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000.  If a successor depositary shall not have been appointed in 60 days, the resigning Depositary at the expense of the Company may petition a court of competent jurisdiction to appoint a successor depositary.  Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Company, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all rights, title and interest in the deposited Preferred Shares and any moneys or property held hereunder to such successor and shall deliver to such successor a list of the record holders of all outstanding Receipts.  Any successor depositary shall promptly mail notice of its appointment to the record holders of Receipts.

(b)Any corporation or association into or with which the Depositary may be merged, consolidated or converted shall be the successor of such Depositary without the execution or filing of any document or any further act.  Such successor depositary may execute the Receipts either in the name of the predecessor depositary or in the name of the successor depositary.

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SECTION 5.05.Notices, Reports and Documents.  The Company agrees that it will deliver to the Depositary, and the Depositary will, promptly after receipt thereof, transmit to the record holders of Receipts, in each case at the address recorded in the Depositary's books, copies of all notices and reports (including financial statements) required by law, by the rules of any national securities exchange upon which the Preferred Shares, the Depositary Shares or the Receipts are included for quotation or listed or pursuant to a written instruction from the Company to be furnished by the Company to holders of the deposited Preferred Shares and, if requested by the holder of any Receipt, a copy of this Deposit Agreement, the form of Receipt, the Declaration of Trust as amended, and the form of Preferred Shares.  Such transmission will be at the Company's expense and the Company will provide the Depositary with such number of copies of such documents as the Depositary may reasonably request.  In addition, the Depositary will transmit to the record holders of Receipts at the Company's expense such other documents as may be requested by the Company.

SECTION 5.06.Indemnification by the Company.  The Company agrees to indemnify the Depositary, any Depositary's Agent and any Registrar against, and hold each of them harmless from, any loss, liability, damage, costs and expenses (including reasonable attorneys' fees) that may arise out of, or in connection with actions taken, suffered or omitted by it as Depositary, Depositary's Agent or Registrar, respectively, under this Deposit Agreement and the Receipts, except to the extent such liability shall have been determined by a court of competent jurisdiction by a final non-appealable order, judgment or decree to be a result of  the willful misconduct, gross negligence or bad faith on the part of any such person or persons.  The obligations of the Company set forth in this Section 5.06 shall survive any succession of any Depositary, Registrar or Depositary's Agent or termination of this Deposit Agreement.

SECTION 5.07.Fees, Charges and Expenses.  No charges and expenses of the Depositary or any Depositary's Agent hereunder shall be payable by any person, except as provided in this Section 5.07.  The Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of this Deposit Agreement.  The Company shall also pay all fees and expenses of the Depositary in connection with the initial deposit of the Preferred Shares and the initial issuance of the Depositary Shares evidenced by the Receipts, any redemption of the Preferred Shares at the option of the Company and all withdrawals of the Preferred Shares by holders of Depositary Shares.  All other fees and expenses of the Depositary and any Depositary's Agent hereunder and of any Registrar (including, in each case, fees and expenses of counsel) incident to the performance of their respective obligations hereunder including those incurred in the preparation, delivery, amendment and execution of this Deposit Agreement will be promptly paid as previously agreed between the Depositary and the Company.  The Depositary shall present its statement for fees and expenses to the Company every quarter or at such other intervals as the Company and the Depositary may agree.

ARTICLE VI

AMENDMENT AND TERMINATION

SECTION 6.01.Amendment.  The form of the Receipts and any provision of this Deposit Agreement may at any time and from time to time be amended by agreement between the Company and upon the delivery of a certificate from an appropriate officer of the Company

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stating that the proposed amendment is in compliance with the terms of this Section 6.01, the Depositary in any respect that they may deem necessary or desirable; provided, however, that no such amendment (other than any change in the fees of any Depositary, Registrar or Transfer Agent) which (i) shall materially and adversely alter the rights of the holders of Receipts or (ii) would be materially and adversely inconsistent with the rights granted to the holders of the Preferred Shares pursuant to the Declaration of Trust as amended by the Amendment to the Declaration shall be effective unless such amendment shall have been approved by the holders of at least a majority of the Depositary Shares then outstanding.  In no event shall any amendment impair the right, subject to the provisions of Section 2.06 and Section 2.07 and Article III, of any holder of any Depositary Shares to surrender the Receipt evidencing such Depositary Shares with instructions to the Depositary to deliver to the holder the deposited Preferred Shares and all money and other property, if any, represented thereby, except in order to comply with mandatory provisions of applicable law.  Every holder of an outstanding Receipt at the time any such amendment becomes effective shall be deemed, by continuing to hold such Receipt, to consent and agree to such amendment and to be bound by this Deposit Agreement as amended thereby.

SECTION 6.02.Termination.  (a)  This Deposit Agreement may be terminated by the Company upon not less than 30 days' prior written notice to the Depositary if (i) such termination is necessary to preserve the Company's status as a real estate investment trust under the Internal Revenue Code of 1986, as amended (or any successor provision), or (ii) the holders of a majority of the Preferred Shares consent to such termination, whereupon the Depositary shall deliver or make available to each holder of a Receipt, upon surrender of the Receipt held by such holder, such number of whole or fractional deposited Preferred Shares as are represented by the Depositary Shares evidenced by such Depositary Receipt, together with any other property held by the Depositary in respect of such Receipt.  In the event that this Deposit Agreement is terminated pursuant to clause (i) of the immediately preceding sentence, the Company hereby agrees to use its reasonable best efforts to list the Preferred Shares issued upon surrender of the Receipt evidencing the Depositary Shares represented thereby on a national securities exchange.  This Deposit Agreement will automatically terminate if (x) all outstanding Depositary Shares shall have been redeemed pursuant to Section 2.03 or (y) there shall have been made a final distribution in respect of the deposited Preferred Shares in connection with any liquidation, dissolution or winding up of the Company and such distribution shall have been distributed to the holders of Receipts entitled thereto.

(b)Upon the termination of this Deposit Agreement, the Company shall be discharged from all obligations under this Deposit Agreement except for its obligations to the Depositary, any Depositary's Agent and any Registrar under Section 5.06 and Section 5.07.

ARTICLE VII

MISCELLANEOUS

SECTION 7.01.Counterparts.  This Deposit Agreement may be executed in any number of counterparts and by each of the parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed an original, but all such counterparts taken together shall constitute one and the same instrument.

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SECTION 7.02.Exclusive Benefits of Parties.  This Deposit Agreement is for the exclusive benefit of the parties hereto, and their respective successors hereunder, and shall not be deemed to give any legal or equitable right, remedy or claim to any other person whatsoever.

SECTION 7.03.Invalidity of Provisions.  In case any one or more of the provisions contained in this Deposit Agreement or in the Receipts should be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall in no way be affected, prejudiced or disturbed thereby.

SECTION 7.04.Notices.  (a)  Any and all notices to be given to the Company hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if personally delivered or sent by mail, or by telegram or facsimile transmission (once receipt of such notice by mail, telegram or facsimile is confirmed by the Company), addressed to the Company at:

WEINGARTEN REALTY INVESTORS

2600 Citadel Plaza Drive

Suite 300

Houston, Texas 77008

Attention:  Corporate Secretary

Telephone Number:  (713) 866-6000

Facsimile:  (713) 866-6072

or at any other address of which the Company shall have notified the Depositary in writing.

(b)Any notices to be given to the Depositary hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if personally delivered or sent by mail, or by telegram or telex or telecopier (once receipt of such notice by mail, telegram or facsimile is confirmed by the Depositary), addressed to the Depositary at the Office to the attention of the Legal Department (telephone: (201) 680-2198; facsimile: (201) 680-4610) with a copy to:  Mellon Investor Services LLC, 600 North Pearl St., Suite 1010, Dallas, TX 75201, Attention: Mona Vorhees (telephone: (214) 922-4436; facsimile: (214) 922-4455).

(c)Any notices given to any record holder of a Receipt hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if personally delivered or sent by mail, or by telegram or telex or telecopier confirmed by letter, addressed to such record holder at the address of such record holder as it appears on the books of the Depositary or, if such holder shall have filed with the Depositary in a timely manner a written request that notices intended for such holder be mailed to some other address, at the address designated in such request.

(d)Delivery of a notice to the Company or the Depositary sent by mail, or by telegram or telex or telecopier shall be deemed to be effected at the time when verbal or written confirmation is received by the person or entity delivering such notice.  The Depositary or the Company may, however, act upon any notice sent by mail, telegram, telex or telecopier received

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by it from the other or from any holder of a Receipt, notwithstanding that such notice shall not subsequently be confirmed as aforesaid.

SECTION 7.05.Depositary's Agents.  The Depositary may from time to time appoint Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary or terminate the appointment of such Depositary's Agents.  The Depositary will notify the Company of any such action.

SECTION 7.06.Holders of Receipts Are Parties.  The holders of Receipts from time to time shall be deemed to be parties to this Deposit Agreement and shall be bound by all of the terms and conditions hereof and of the Receipts by acceptance of delivery thereof.

SECTION 7.07.Governing Law.  This Deposit Agreement and the Receipts and all rights hereunder and thereunder, provisions hereof and thereof shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflicts of laws.

SECTION 7.08.Inspection of Deposit Agreement.  Copies of this Deposit Agreement shall be filed with the Depositary and the Depositary's Agents and shall be open to inspection during business hours at the Office and the respective offices of the Depositary's Agents, if any, by any holder of any Receipt.

SECTION 7.09.Assignment.  This Deposit Agreement may not be assigned, or otherwise transferred, in whole or in part, by either party without the prior written consent of the other party, which the other party will not unreasonably withhold, condition or delay; except that consent will not be required for an assignment to an MIS affiliate. Any attempted assignment in violation of the foregoing will be void.

SECTION 7.10.  Headings.  The headings of articles and sections in this Deposit Agreement and in the form of the Receipt set forth in Exhibit B hereto have been inserted for convenience only and are not to be regarded as a part of this Deposit Agreement or to have any bearing upon the meaning or interpretation of any provision contained herein or in the Receipts.

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IN WITNESS WHEREOF, Weingarten Realty Investors and Mellon Investor Services LLC have duly executed this Deposit Agreement as of the day and year first above set forth and all holders of Receipts shall become parties hereto by and upon acceptance by them of delivery of Receipts issued in accordance with the terms hereof.

WEINGARTEN REALTY INVESTORS
By:	/s/ Stephen C. Richter
	Stephen C. Richter
	Executive VP/CFO

MELLON INVESTOR SERVICES LLC
By:	/s/ Mona Voorhees
	Authorized Signatory

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EXHIBIT A

STOCK SUBJECT TO THE AGREEMENT

Class of Stock	Number of Authorized Shares/Receipts	Number of Authorized Shares/Receipts Issued and Outstanding (including Treasury Shares/Receipts)	Number of Authorized Shares/Receipts Reserved for Future Issuance Under Existing Agreements
Adjustable Rate Series G Cumulative Redeemable Preferred Shares	80,000	80,000	0
Depositary Shares	8,000,000	8,000,000	0

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EXHIBIT B

Form of Depositary Receipt

Attached.

EXHIBIT C

DOCUMENTS AND NOTIFICATIONS TO BE DELIVERED TO MIS

Concurrently with the execution of this Deposit Agreement, to the extent not previously provided by the Company to MIS, the Company shall provide MIS with the following:

1.                 An adequate supply of Preferred Share certificates and Receipts.

2.                 A copy of the resolutions adopted by the Board of Trust Managers of the Company appointing or authorizing the appointment of MIS as Registrar, Transfer Agent and Registrar and Dividend Disbursing Agent for the Preferred Shares and the Receipts, duly certified by the Secretary or Assistant Secretary of the Company under the corporate seal.

3.                 A certificate of the Secretary or an Assistant Secretary of the Company, under its corporate seal, stating as follows:

a)           this Deposit Agreement has been executed and delivered pursuant to the authority of  the Company's Board of Trust Managers;

b)           the attached specimen Preferred Share certificate(s) and Receipt(s) are in substantially the form submitted to and approved by the Company's Board of Trust Managers for current use;

c)           no Preferred Shares or Receipts have been reserved for future issuance except as set forth on the attached list of existing agreements pursuant to which Preferred Shares or Receipts have been reserved for future issuance, which list specifies the number of reserved Preferred Shares and Receipts subject to each such existing agreement and the substantive provisions thereof.

d)           no Preferred Shares or Receipts are outstanding;

e)           the name of each stock exchange upon which any of the Preferred Shares or Receipts are listed and the number and identity of the Preferred Shares or Receipts so listed;

f)           the name and address of each co-Transfer Agent, Registrar (other than MIS) or co-Registrar for any of the Preferred Shares or Receipts and the extent of its appointment, or there are no co-Transfer Agents, Registrars (other than MIS) or co-Registrars for any of the Preferred Shares or Receipts; and

g)           the officer(s) of the Company, who executed this Deposit Agreement as well as any certificates or papers delivered to MIS pursuant to this Deposit Agreement, were validly elected or appointed to, and are the incumbents of, the offices they purported to hold at the time of such execution and delivery, are authorized to execute this Deposit Agreement as well as all other certificates or papers delivered hereunder, and that their signatures on all such documentation are genuine.

Such Secretary's certificate shall contain a certificate of an officer of the Company, other than the officer executing the Secretary's certificate, stating that the person executing the Secretary's certificate was validly elected to, and is the Secretary or an Assistant Secretary of the Company and that his signature on the certificate is genuine.

4.                 Opinion of counsel for the Company, addressed to MIS, to the effect that:

a)           the Preferred Shares and Receipts issued and outstanding on the date hereof have been duly authorized, validly issued and are fully paid and are non-assessable;

b)           the Preferred Shares and Receipts issued and outstanding on the date hereof have been duly registered under the Securities Act of 1933, as amended, and such registration has become effective, or are exempt from such registration; and have been duly registered under the Securities Exchange Act of 1934, as amended, or are exempt from such registration; and

c)           the execution and delivery of this Deposit Agreement do not and will not conflict with, violate, or result in a breach of, the terms, conditions or provisions of, or constitute a default under, the charter or the by-laws of the Company, any law or regulation, any order or decree of any court or public authority having jurisdiction, or any mortgage, indenture, contract, agreement or undertaking to which the Company is a party or by which it is bound and this Agreement is enforceable against the Company in accordance with it terms, except as limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the enforcement of creditors' rights generally.

The Company further agrees to deliver an opinion of counsel as provided in this Exhibit C, Sections 4(a) and (b), upon any future original issuance of Preferred Shares or Receipts for which MIS will act as transfer agent hereunder.

EX-10.1

EXHIBIT 10.1

Up to 8,000,000 Shares

WEINGARTEN REALTY INVESTORS

Series G Depositary Shares

PURCHASE AGREEMENT

September 24, 2007

Wachovia Investment Holdings, LLC

301 South College Street, DC-7

One Wachovia Center

Charlotte, North Carolina  28288

Ladies and Gentlemen:

Weingarten Realty Investors, a Texas real estate investment trust (the “Company”), proposes to issue and sell to Wachovia Investment Holdings, LLC, a Delaware limited liability company (the “Initial Purchaser”), up to 8,000,000 Series G Depositary Shares, liquidation preference $25.00 per share (the “Shares” or the “Series G Depositary Shares”).  Subject to the terms and conditions, representations and warranties set forth in this Purchase Agreement (this “Agreement”), Wachovia Investment Holdings, LLC has agreed to act as the Initial Purchaser in connection with the potential offering and sale of the Shares (as defined in Section 1(a)).

As provided in Section 7 of this Agreement, if the Company has not issued an irrevocable notice of redemption of the Shares by August 25, 2008, the Company shall be obligated to deliver to the Initial Purchaser by September 25, 2008 copies of an Offering Memorandum (the “Offering Memorandum”) describing the Company and the terms of an offering of the Shares.  The Offering Memorandum shall be for the use of the Initial Purchaser in connection with its solicitation of offers to purchase the Shares, including purchases made pursuant to Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities Act,” which term, as used in this Agreement, includes the rules and regulations of the Securities and Exchange Commission (the “Commission”) promulgated thereunder).  As used in this Agreement, the term “Offering Memorandum” shall mean, with respect to any date or time referred to in this Agreement, any such Offering Memorandum, as amended or supplemented through such date and the Incorporated Documents (as defined in Section 2(B)(f)) in the then-most-recent form delivered by the Company to the Initial Purchaser in connection with its solicitation of offers to purchase the Shares.  Further, any reference to the Offering Memorandum shall be deemed to refer to and include any Additional Issuer Information (defined in Section 7(A)(a)) furnished by the Company prior to the completion of the Initial Purchaser’s placement of the Shares to the Subsequent Purchasers (as defined below).

As provided in Section 7(A) of this Agreement, the Company might become obligated to file with the Commission not later than September 25, 2008, and have declared

effective not later than October 27, 2008, a registration statement (the “Resale Shelf Registration Statement”) registering the resale of the Shares under the Securities Act by the holders, and the holders of the Shares might become entitled to the benefits of a related registration rights agreement (the “Registration Rights Agreement”) to be negotiated between the Company and the Initial Purchaser.

All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Offering Memorandum (or other references of like import) shall be deemed also to refer to and include all such financial statements and schedules and other information which are incorporated by reference in the Offering Memorandum; and all references in this Agreement to amendments or supplements to the Offering Memorandum shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act,” which term, as used in this Agreement, includes the rules and regulations of the Commission promulgated thereunder), which is incorporated by reference in the Offering Memorandum.

The Shares are being offered and sold to the Initial Purchaser without being registered with the Commission under the Securities Act, in reliance upon the Section 4(2) private placement exemption therefrom.  The Company understands that, at any time on or after March 25, 2008, the Initial Purchaser might, but is under no obligation to, make an offering of the Shares on the terms and in the manner set forth in this Agreement and agrees that from and after such date the Initial Purchaser may resell, subject to the conditions set forth in this Agreement, all or a portion of the Shares to purchasers as described in this Agreement (the “Subsequent Purchasers”).  In that case, the Shares may be offered and sold to the Subsequent Purchasers without being registered with the Commission under the Securities Act in reliance upon exemptions therefrom, including sales to “qualified institutional buyers” under Rule 144A, or in transactions not subject thereto.  Further, the Company understands that, with respect to an offering of Shares at any time on or after March 25, 2008, the Initial Purchaser shall be permitted to transfer without restriction the Shares to Wachovia Capital Markets, LLC, or another affiliate for the purposes of offering such Shares.  From and after any such transfer, references herein to the “Initial Purchaser” shall be deemed to refer to the Initial Purchaser and/or the Initial Purchaser’s transferee as applicable.

The Company hereby confirms its agreement with the Initial Purchaser as follows:

Section 1.Purchase, Sale and Delivery of the Shares.

(a)Purchase and Sale.  On the basis of the representations, warranties and agreements contained in this Agreement, and upon the terms but subject to the conditions set forth in this Agreement, the Initial Purchaser shall purchase from the Company, and the Company shall sell to the Initial Purchaser, 8,000,000 Series G Depositary Shares (the “Shares”) each representing 1/100 of an Adjustable Rate Series G Cumulative Redeemable Preferred Share of the Company (the “Series G Preferred Shares”) pursuant to a Deposit Agreement in form and substance satisfactory to the Initial Purchaser (the “Deposit Agreement”) on the Closing Date (as defined in Section 1(c)(i) of this

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Agreement), for the consideration specified in Section 1(b).  On or before the Closing (as defined in Section 1(b)), the Company shall file with the County Clerk of Harris County, Texas, the Statement of Designation in the form attached hereto as Exhibit A (except for any changes proposed by the Company as are approved by the Initial Purchaser in its sole and absolute discretion) (the “Statement”).

(b)Payment of Purchase Price and Delivery of Shares.  The purchase and sale of the Shares contemplated by this Agreement shall take place as set forth in Section 1(b)(i).

(i)At the closing (the “Closing”) on the Closing Date (as defined below), in addition to the other deliveries required by this Agreement, (x) the Initial Purchaser shall pay to the Company, by wire transfer of immediately available funds, $200,000,000.00 (the “Purchase Price”), and (ii) the Company shall deposit with Mellon Investor Services, LLC, as depositary (the “Depositary”), a certificate representing 80,000 Series G Preferred Shares and shall deliver to the Initial Purchaser Series G Depositary Receipts (the “Depositary Receipts”) evidencing 8,000,000 Shares, registered in the name of Wachovia Investment Holdings, LLC or such other name(s) as the Initial Purchaser shall have specified no less than two business days prior to the Closing.

(c)Closing Date.

(i)The Closing shall take place at the offices of Locke, Liddell & Sapp LLP, Dallas, Texas, on September 25, 2007 at 9:00 a.m. Dallas, Texas time, or such other date and time as is mutually agreeable to the Company and the Initial Purchaser (the “Closing Date”).

(d)Fee.

(i)At the Closing, the Company shall pay the Initial Purchaser by wire transfer of immediately available funds a fee equal to $6,300,000.00, which fee shall be paid other than from the proceeds of the sale of the Shares.

(e)Restriction on Transfer of Shares.

(i)Basic Restriction.  Until March 25, 2008, the Initial Purchaser shall not transfer any of the Shares without the prior written approval of the Company, which approval may be withheld in the Company’s sole and absolute discretion.  Thereafter, the Initial Purchaser may transfer any or all of the Shares without any approval from the Company, subject to the requirements of Rule 144A and any other applicable securities laws.

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(ii)REIT-Related Transfer Restrictions.  The Initial Purchaser acknowledges that Article XVIII of the Company’s Restated Declaration of Trust (the “Declaration”) prohibits certain transfers of Shares in order to preserve the Company’s status as a real estate investment trust (“REIT”)  under the Internal Revenue Code of 1986, as amended (the “Code”), and that the Company intends to disclose such transfer restrictions in the Offering Memorandum.

Section 2.Representations and Warranties.

(A)Representations and Warranties of the Initial Purchaser.  The Initial Purchaser represents and warrants to and agrees with the Company as of the date hereof and as of the Closing Date as follows:

(a)Organization of the Initial Purchaser.  The Initial Purchaser has been incorporated and is validly existing as a limited liability company in good standing under the laws of Delaware.

(b)Authorization of Transaction.  The Initial Purchaser has, and at the Closing Date will have, full entity power to execute and deliver this Agreement and to perform its obligations hereunder.  This Agreement constitutes the valid and legally binding obligation of the Initial Purchaser, enforceable in accordance with its terms and conditions, subject to (i) the effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors and (ii) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law, and the discretion of the court before which any proceeding therefor may be brought.  The Initial Purchaser need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, except for such as have been obtained and except for such as would not materially impede the transactions contemplated by this Agreement.

(c)Noncontravention.  Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Initial Purchaser is subject or any provision of its organizational documents, except for such violations as would not materially impede the transactions contemplated by this Agreement.

(d)Disclosure of Information.  The Initial Purchaser represents that it and its representatives have (i) had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the sale of the Shares and the business, properties, prospects and financial condition of the

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Company and (ii) reviewed copies of the SEC Filings (as defined in Section 2(B)(d)).

(e)Investment Experience.  The Initial Purchaser has substantial experience as a purchaser of shares of companies similar to the Company and acknowledges that it is able to fend for itself, can bear the economic risk of its investment and could afford a complete loss of such investment, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Shares.  The Initial Purchaser acknowledges that in purchasing the Shares it must be prepared to continue to bear the economic risk of such investment for an indefinite period of time because (i) the Shares have not been registered under the Securities Act and cannot be sold unless they are subsequently registered under the Securities Act and applicable state securities laws, or unless exemptions from such registrations are available, and (ii) the Shares are subject to the restrictions on transfer set forth in Section 1(e) above and in Article XVIII of the Declaration.

(f)Initial Purchaser as Qualified Institutional Buyer.  The Initial Purchaser represents and warrants to the Company that it is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act (a “Qualified Institutional Buyer”) and an “accredited investor” within the meaning of Rule 501(a) under the Securities Act (an “Accredited Investor”).

(g)Restricted Shares.  The Initial Purchaser understands that the Shares are characterized as “restricted shares” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such shares may be resold without registration under the Securities Act only in certain limited circumstances.

(h)Legends.  It is understood that the certificates evidencing the Shares shall initially bear substantially the following legend (in addition to any legend otherwise required under applicable federal or state securities laws):

“THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM OR NOT SUBJECT TO SUCH REGISTRATION REQUIREMENTS.

THE HOLDER OF THIS SECURITY, BY ITS ACQUISITION HEREOF, AGREES THAT IT WILL NOT, PRIOR TO THE DATE THAT IS TWO YEARS AFTER THE LATER OF THE

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ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY), RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY EXCEPT (a) TO THE COMPANY; (b) TO A PERSON THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (A “QIB”), IN COMPLIANCE WITH RULE 144A, (c) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE AND ON THE UNDERSTANDING THAT THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL BEFORE REGISTERING ANY SUCH TRANSFER ON ITS SHARE TRANSFER RECORDS), (d) PURSUANT TO A SECURITIES ACT REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE AND THAT CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER, OR (e) PURSUANT TO ANOTHER AVAILABLE EXEMPTION, IF ANY, FROM SUCH REGISTRATION REQUIREMENTS OR IN A TRANSACTION NOT SUBJECT TO SUCH REGISTRATION REQUIREMENTS; AND AGREES THAT IT SHALL DELIVER TO EACH PERSON TO WHOM THE SECURITY EVIDENCED HEREBY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.”

(B)Representations and Warranties of the Company.  The Company represents and warrants to and agrees with the Initial Purchaser as of the date hereof and as of the Closing Date (it being understood that such representations, warranties and agreements at the Closing Date shall be deemed to relate to the SEC Filings as amended or supplemented to such time) as follows:

(a)No Registration Required.  Subject to compliance by the Initial Purchaser with the representations and warranties set forth in Section 2(A)(e) and (f) and Section 8 of this Agreement and with the procedures set forth in Section 8 of this Agreement, it is not necessary in connection with the offer, sale and delivery of the Shares to the Initial Purchaser and to each Subsequent Purchaser in the manner contemplated by this Agreement to register the Shares under the Securities Act.

(b)No Integration of Offerings or General Solicitation.  The Company has not, directly or indirectly, solicited any offer to buy or offered to sell, and will not, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Shares in a manner that would require the Shares to be registered under the Securities Act.  None of the Company, its affiliates (as

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such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”), or any person acting on its or any of their behalf (other than the Initial Purchaser, as to whom the Company makes no representation or warranty) has engaged or will engage, in connection with the offering of the Shares, in any form of general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act with respect to the Shares, other than maintaining the effectiveness of the Company’s current shelf registration statements.

(c)Eligibility for Resale.  The Shares are eligible for resale pursuant to Rule 144A and are not of the same class as shares listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in a United States automated interdealer quotation system or shares of an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act of 1940 (the “Investment Company Act,” which term, as used in this Agreement, includes the rules and regulations of the Commission promulgated thereunder).

(d)SEC Filings.  The Annual Report of the Company on Form 10-K for the year ended December 31, 2006 filed by the Company with the Commission (including the portions of the Company’s proxy statement incorporated by reference therein) as supplemented by each Quarterly Report of the Company on Form 10-Q, each Current Report of the Company on Form 8-K filed or to be filed by the Company with the Commission since January 1, 2007, but not including any Current Reports on Form 8-K furnished to the Commission pursuant to Item 7.01 or Item 2.02 (or any comparable provisions adopted by the Commission) of Form 8-K (collectively, the “SEC Filings”), do not include an untrue statement of any material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(e)The Offering Memorandum.  If delivered by the Company to the Initial Purchaser, the Offering Memorandum shall not, on the date of its delivery or thereafter through the completion of the Initial Purchaser’s placement of the Shares, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation, warranty and agreement shall not apply to any statements in, or omissions from, the Offering Memorandum made in reliance upon and in conformity with information furnished in writing to the Company by the Initial Purchaser expressly for inclusion in the Offering Memorandum or any amendment or supplement thereto.  The Company has not distributed and will not distribute, prior to the earlier of the Redemption Date (as defined in the Statement) and the completion of the Initial Purchaser’s placement of the Shares, any offering material in connection with the offering and sale of the Shares other than the Offering Memorandum.

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(f)Incorporated Documents.  If delivered by the Company to the Initial Purchaser, the Offering Memorandum shall incorporate by reference those filings by the Company pursuant to the Exchange Act that would be permitted to be incorporated by reference in a Registration Statement on Form S-3 filed by the Company pursuant to the Securities Act.  Any documents that are incorporated or deemed to be incorporated by reference in the Offering Memorandum at the time they were or hereafter are filed with the Commission (collectively, the “Incorporated Documents”) complied and will comply in all material respects with the requirements of the Exchange Act and, when read together with the other information in the Offering Memorandum, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.  The foregoing representation and warranties in this Section 2(B)(f) shall not apply to any statements or omissions made in reliance on and in conformity with information relating to the Initial Purchaser furnished in writing to the Company by the Initial Purchaser expressly for inclusion in the Offering Memorandum or any amendment or supplement thereto;

(g)The Company is a real estate investment trust duly formed and validly existing under the laws of the State of Texas, with full power and authority to own, lease and operate its properties and to conduct its business as described in the SEC Filings; the Company is duly qualified to transact business and is in good standing in each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction, and holds all authorizations, approvals, orders, licenses, certificates and permits from all governmental authorities which are material to the conduct of its business.

(h)Each subsidiary of the Company has been duly formed and is validly existing as a corporation, trust, partnership, limited partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its formation, has full power and authority to own, lease and operate its properties and to conduct its business as described in the SEC Filings and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify would not have a material adverse effect or a prospective material adverse effect, on the condition, financial or otherwise, or the earnings or business affairs of the Company and its subsidiaries considered as one enterprise; all of the issued and outstanding capital stock or other ownership interests of each such subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity.

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(i)Neither the Company nor any of its subsidiaries has sustained since the date of the latest audited financial statements included or incorporated by reference in the SEC Filings any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the SEC Filings; and, since the respective dates as of which information is given in the SEC Filings, there has not been any change in the consolidated capital shares of the Company (except for issuances of the Company’s common shares of beneficial interest pursuant to the Company’s employee benefit and shares option plans, the Company’s Dividend Reinvestment and Share Purchase Plan and exchanges of operating partnership units) or any material change in the consolidated debt of the Company or any of its subsidiaries or any material decrease in consolidated net current assets or net assets or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, shareholders’ equity or results of operations of the Company and its subsidiaries, otherwise than as set forth or contemplated in the SEC Filings, and there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business.

(j)This Agreement has been duly and validly authorized, executed and delivered by the Company.

(k)The Company has an authorized capitalization as set forth in or incorporated by reference in the SEC Filings, and all of the issued capital shares of the Company have been duly and validly authorized and issued and are fully paid and non-assessable.

(l)The Series G Preferred Shares and the Shares have been duly and validly authorized, and, when the Series G Preferred Shares are issued and delivered pursuant to this Agreement, and when the Series G Preferred Shares have been deposited by the Company with the Depositary in accordance with the provisions of the Deposit Agreement, and the Depositary Receipts have been issued and delivered by the Depositary and paid for by the Initial Purchaser pursuant to this Agreement, such Series G Preferred Shares will be duly and validly issued and fully paid and non-assessable.

(m)If applicable, upon execution and delivery thereof pursuant to the terms of the Deposit Agreement, the persons in whose names the Depositary Receipts are registered will be entitled to the rights specified therein and in the Deposit Agreement, subject to (i) the effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors and (ii) the effect of general principles of equity, whether enforcement is considered in a

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proceeding in equity or at law, and the discretion of the court before which any proceeding therefor may be brought.

(n)The issue and sale of the Series G Preferred Shares and the compliance by the Company with all of the provisions of this Agreement and the Deposit Agreement, and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, nor will such action result in any violation of the provisions of the declaration of trust or by-laws of the Company or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their respective properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Series G Preferred Shares or the consummation by the Company of the transactions contemplated by this Agreement or the Deposit Agreement, except such as have been, or will have been prior to the Closing Date, obtained under the Securities Act.

(o)Neither the Company nor any of its subsidiaries is in violation of its declaration of trust, charter or other governing instrument, as applicable, or by-laws or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or its properties may be bound.

(p)Other than as set forth in the SEC Filings, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject which, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a material adverse effect on the current or future consolidated financial position, shareholders’ equity or results of operations of the Company and its subsidiaries; and, to the best of the Company’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others.

(q)The consolidated financial statements together with related notes and schedules as set forth or incorporated by reference in the SEC Filings present fairly the financial position and the results of operations of the Company and its subsidiaries at the indicated dates and for the indicated periods.  Except as otherwise stated in the SEC Filings, such financial statements have been prepared in accordance with generally accepted accounting principles, applied on a consistent basis; and the supporting schedules included in the SEC Filings present fairly the information required to be stated therein.

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(r)The Company and its subsidiaries have good and marketable title to all real property and interests in its real property and good and marketable title to all its personal property, in each case free and clear of all pledges, liens, encumbrances, claims, security interests and defects, except as are described in the SEC Filings and except for property owned in the joint ventures, partnerships and bankruptcy-remote subsidiaries set forth in Exhibit B hereto or such as do not materially affect the value of such property and interests in the aggregate and do not interfere with the use made and proposed to be made of such property and interests by the Company and its subsidiaries taken as a whole; in the case of real property and interests in real property, the Company and its subsidiaries have obtained satisfactory confirmation (consisting of policies of title insurance or binders therefor or opinions of counsel based upon the examination of abstracts) confirming, except as is otherwise described in the SEC Filings, (a) that the Company and its subsidiaries have the foregoing title to such real property and interests in real property; provided, however, that in those cases in which such information is not current, the Company and its subsidiaries do not have notice of any material claim of any sort which has been asserted by anyone adverse to the Company’s or its subsidiaries challenging the Company’s or its subsidiaries’ title to such real property and interests in real property, and (b) that the instruments securing the indebtedness of third parties to the Company or its subsidiaries create valid liens upon the real properties described in such instruments enjoying the priorities intended, subject only to exceptions to title which have no materially adverse effect on the value of such real properties and interests; and any real property and buildings held under lease by the Company or its subsidiaries or leased by the Company or its subsidiaries to a third party are held or leased by them under valid, binding and enforceable leases conforming to the description thereof set forth in the SEC Filings, with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company or its subsidiaries or such third party.

(s)The Company and its subsidiaries have filed all federal, state, local and foreign income tax returns which have been required to be filed on or before the due date (taking into account all extensions of time to file) and have paid or provided for all taxes indicated by said returns and all assessments received by them to the extent that taxes have become due.

(t)With respect to all tax periods regarding which the Internal Revenue Service is or will be entitled to assert any claim, the Company has met the requirements for qualification as a real estate investment trust under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), and the Company’s present and contemplated operations, assets and income continue to meet such requirements.

(u)The Company is not and, after giving effect to the offering and sale of the Series G Preferred Shares, will not be an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act.

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(v)Deloitte & Touche llp (the “Accountants”), who have audited certain financial statements of the Company and its subsidiaries filed with the Commission as part of, or incorporated by reference in, the SEC Filings, and have audited the Company’s internal control over financial reporting and management’s assessment thereof are independent public accountants as required by the Securities Act and the rules and regulations of the Commission promulgated thereunder and the Public Company Accounting Oversight Board (United States).

(w)Although the Company is aware of the presence of hazardous substances, hazardous materials, toxic substances or waste materials (“Hazardous Materials”) on certain of its properties, nothing has come to the attention of the Company which, at this time, would lead the Company to believe that the presence of such Hazardous Materials, when considered in the aggregate, would materially and adversely affect the financial condition of the Company.  In connection with the construction on or operation and use of the properties owned or leased by the Company or any of its subsidiaries, the Company represents that, as of the date of this Agreement, it has no knowledge of any material failure by the Company or any of its subsidiaries to comply with all applicable local, state and federal environmental laws, regulations, ordinances and administrative and judicial orders relating to the generation, recycling, reuse, sale, storage, handling, transport and disposal of any Hazardous Materials.

(x)The Company and its subsidiaries carry or are entitled to the benefits of insurance, with financially sound and reputable insurers, in such amounts and covering such risks as is generally maintained by companies of established repute engaged in the same or similar business, and all such insurance is in full force and effect.

(y)The Company has established and maintains “disclosure controls and procedures” (as such term is defined in Rules 13a-15 and 15d-15 under the Exchange Act) that (A) are designed to ensure that material information relating to the Company, including its subsidiaries, is made known to the Company’s Chief Executive Officer and its Chief Financial Officer by others within those entities, particularly during the periods in which the filings made by the Company with the Commission which it may make under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act are being prepared, (B) have been evaluated by the Chief Executive Officer and Chief Financial Officer for effectiveness as of a date within 90 days prior to the filing of the Company’s most recent annual report filed with the Commission, and (C) are effective to perform the functions for which they were established.  The Company’s independent accountants and the audit committee of the board of trust managers of the Company have been advised of (x) any significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize, and report financial data and (y) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls.  Any material weaknesses in internal controls has been

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identified for the Company’s independent accountants.  Since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses.

(z)No Limits on Redemption of Shares.  The redemption by the Company of the Shares in accordance with the Declaration would not constitute a breach or violation of, or a default under, or conflict with, or give any other party a right to terminate any of its obligations under, or result in the acceleration of any obligation under, or result in the creation or imposition of any lien, charge or encumbrance upon any assets of the Company or any of its subsidiaries pursuant to the terms or provisions of the Declaration or Bylaws of the Company, the declaration or certificate of incorporation or bylaws or partnership agreement or operating agreement of any of the subsidiaries or any material contract, lease or other instrument to which the Company or any of the subsidiaries is a party or by which any of their property may be bound or any judgment, ruling, decree, order, law, statute, rule or regulation of any court or other governmental agency or body applicable to the business or properties of the Company or any of the subsidiaries.

(aa)Certificates and Documents.  Any certificate or other document signed by any officer or authorized representative of the Company or any subsidiary, and delivered to the Initial Purchaser or to counsel for the Initial Purchaser in connection with the sale of the Shares shall be deemed a representation and warranty by such entity, as the case may be, to the Initial Purchaser as to the matters covered thereby.

(bb)No Brokers.  There are no contracts, agreements or understandings between the Company or any of its subsidiaries and any person that would give rise to a valid claim against the Company or the Initial Purchaser for a brokerage commission, finder’s fee or other like payment in connection with the offering, issuance and sale of the Shares, other than the fee payable to the Initial Purchaser pursuant to this Agreement.

Section 3.Additional Covenants of the Company.  The Company further covenants and agrees with the Initial Purchaser as follows:

(a)Future Reports to the Initial Purchaser.  For so long as the Shares are outstanding and are held by the Initial Purchaser, the Company shall furnish to Wachovia Investment Holdings, LLC at the address set forth below as soon as available, copies of any report or communication of the Company mailed generally to holders of its capital shares or debt instruments, except for any such reports or communications available through the Commission’s EDGAR system.

(b)No Integration.  The Company agrees that it shall not make any offer or sale of securities if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render unavailable

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(for the purpose of (i) the sale of the Shares by the Company to the Initial Purchaser or (ii) the resale of the Shares by the Initial Purchaser to Subsequent Purchasers) the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof, including the provisions of Regulation D under the Securities Act, or by Rule 144A thereunder or otherwise.

(c)Due Diligence.  In connection with the original placement of the Shares, from the date hereof to the Closing Date, the Company agrees that the Initial Purchaser and counsel for the Initial Purchaser shall have the right to make reasonable inquiries into the business of the Company, and the Company also agrees to provide answers to such inquiries (to the extent that such information is available or can be acquired and made available without extraordinary effort or expense and to the extent the provision thereof is not prohibited by applicable law).

(d)Investment Company Act.  The Company agrees to take such steps as shall be necessary to ensure that neither the Company nor any subsidiary shall become an “investment company” within the meaning of such term under the Investment Company Act.

(e)Payment of Company Expenses.  The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations under this Agreement and in connection with the transactions contemplated by this Agreement and by the Offering Memorandum, including, without limitation, (i) all expenses incident to the issuance and delivery of the Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares to the Initial Purchaser, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Offering Memorandum (including financial statements), and all amendments and supplements thereto, (vi) all filing fees, attorneys’ fees and expenses reasonably incurred by the Company or the Initial Purchaser in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Shares for offer and sale or placement, as the case may be, under the Blue Sky laws and, if requested by the Initial Purchaser, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, provided that in the case of the Initial Purchaser, such filing fees, attorneys’ fees and expenses shall not exceed $10,000, and (vii) the fees payable in connection with the inclusion of the Shares in The PORTAL Market (as hereinafter defined).  Except as provided in this Section 3(e), Section 6 and Section 9 of this Agreement, the Initial Purchaser shall pay its own expenses.

(f)Registration Rights Agreement.  Unless the Shares have been redeemed, no later than September 25, 2008, the Company shall authorize the

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execution, delivery and performance of the Registration Rights Agreement (including provisions for Registration Default liquidated damages similar to those set forth in Section 7(A)(e) of this Agreement).

(g)No Limits on Redemption of Shares.  The Company will not, and will cause its subsidiaries not to, amend the Declaration or Bylaws of the Company, the declaration of trust or certificate of incorporation or bylaws or partnership agreement or operating agreement of any of the subsidiaries or amend or enter into any contract, lease or other instrument or suffer to exist any judgment, ruling, decree, or order of any court or other governmental agency or body applicable to the Company or any of its subsidiaries that would prohibit or restrict in any material manner the ability of the Company to redeem the Shares.

The Initial Purchaser may, in its sole discretion, but shall not be required to, waive in writing the performance by the Company of any one or more of the foregoing covenants or extend the time for their performance.

Section 4.Appointment of Wachovia Investment Holdings, LLC, as Initial Dividend Rate Calculation Agent.  The initial Dividend Rate Calculation Agent under the Statement of Designation for the Company is appointed as follows:

(a)Appointment of Calculation Agent.  Upon the terms and subject to the conditions set forth in this Section 4, effective from and after each Closing, the Company hereby appoints Wachovia Investment Holdings, LLC as its Dividend Rate Calculation Agent under the Statement (in such capacity, the “Calculation Agent”), and Wachovia Investment Holdings, LLC hereby accepts such appointment.

(b)Duties of Calculation Agent.  In acting under this Section 4, the Calculation Agent shall be obligated to perform only such duties as are set forth specifically herein and in the Statement as duties of the Dividend Rate Calculation Agent.  In acting under this Agreement, the Calculation Agent (in its capacity as such) assumes no obligation towards, or any relationship of agency or trust for or with, the holders of the Shares.

(c)Expenses.  The Company shall reimburse the Calculation Agent for all reasonable expenses, disbursements and advances incurred or made by the Calculation Agent in connection with the services rendered by it as Calculation Agent under this Agreement (including reasonable legal fees and expenses) upon receiving an accounting therefor from the Calculation Agent; provided, however, until March 25, 2008, the Calculation Agent shall pay its expenses incurred in its role as Calculation Agent.

(d)Rights and Liabilities of Calculation Agent.  The Calculation Agent shall incur no liability for, or in respect of, any action taken, omitted to be taken or suffered by it in reliance upon any certificate, affidavit, instruction, notice, request, direction, order, statement or other paper, document or

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communication reasonably believed by it to be genuine and correct.  Any certificate, affidavit, instruction, notice, request, direction, order, statement or other paper, document or communication from the Company made or given by it and sent, delivered or directed to the Calculation Agent under, pursuant to or as permitted by any provision of this Agreement shall be sufficient for purposes of this Agreement if such communication is in writing and signed by any officer of the Company.  The Calculation Agent may consult with counsel satisfactory to it and, as to legal matters,  the opinion of such counsel shall constitute full and complete authorization and protection of the Calculation Agent with respect to any action taken, omitted to be taken or suffered by it hereunder in good faith and in accordance with and in reliance upon the opinion of such counsel.

(e)Right of Calculation Agent to Own Shares.  The Calculation Agent may act as Calculation Agent and it and its officers, employees and shareholders may become owners of, or acquire any interest in, Series G Preferred Shares, with the same rights as if the Calculation Agent were not the Calculation Agent, and may engage in, or have an interest in, any financial or other transaction with the Company or any of its affiliates as if the Calculation Agent were not the Calculation Agent hereunder.

(f)Termination, Resignation or Removal of Calculation Agent.  Wachovia Investment Holdings, LLC may at any time terminate its agreement to act as Calculation Agent by giving no less than 90 days’ written notice to the Company (which notice shall specify the date or event upon which such termination is to become effective) unless (i) the Company consents in writing to a shorter time or (ii) such termination is in connection with the sale of the Shares to a party not affiliated with the Initial Purchaser, in which case only 30 days’ prior written notice shall be required.  The Company may terminate its appointment of Wachovia Investment Holdings, LLC as Calculation Agent at any time by giving written notice to Wachovia Investment Holdings, LLC and specifying the date on which the termination shall become effective; provided, however, that no termination by the Calculation Agent or by the Company shall become effective prior to the date of the appointment of a successor Calculation Agent by the Company as provided in Section 4(g) hereof and the acceptance of such appointment by such successor Calculation Agent.  Upon the receipt of written notice from Wachovia Investment Holdings, LLC that it will terminate its agreement to act as Calculation Agent, the Company shall use its reasonable best efforts to appoint a successor Calculation Agent within fifteen (15) days.  If an instrument of acceptance by a successor Calculation Agent shall not have been delivered to the resigning or terminated Calculation Agent within 30 days after the giving of such notice of resignation and the Company shall not have informed the Calculation Agent that it does not intend to appoint a successor Calculation Agent, the resigning Calculation Agent may petition any court of competent jurisdiction for the appointment of a successor Calculation Agent.  Upon termination by either party pursuant to the provisions of this Section 4(f), the Calculation Agent with respect to which this Agreement has been terminated shall be entitled to the reimbursement of all reasonable expenses, disbursements and

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advances incurred in connection with the services rendered by it hereunder, as provided by Section 4(c) hereof.

(g)Appointment of Successor Calculation Agent.  Any successor Calculation Agent appointed by the Company shall execute and deliver to the Calculation Agent and to the Company an instrument accepting such appointment, and thereupon such successor Calculation Agent shall, without any further act or instrument, become vested with all the rights, immunities, duties and obligations of the Calculation Agent, with like effect as if originally named as Calculation Agent hereunder, and the Calculation Agent shall thereupon be obligated to transfer and deliver, and such successor Calculation Agent shall be entitled to receive and accept copies of any available records maintained by the Calculation Agent in connection with the performance of its obligations hereunder.

(h)Indemnification.  The Company shall indemnify and hold harmless the Calculation Agent and its officers and employees from and against all actions claims, damages, liabilities, losses and expenses (including reasonable legal fees and expenses) relating to or arising out of actions or omissions in its capacity as Calculation Agent, except actions, claims, damages, liabilities, losses and expenses caused by the gross negligence or willful misconduct of the Calculation Agent or its officers or employees.  The indemnification provided by this Section 4(g) shall survive the redemption or exchange of the Shares and the termination of this Agreement.  The Company will not be liable for any settlement of any action or claim effected without its written consent.

(i)Merger, Consolidation or Sale of Business by Calculation Agent.  Any corporation into which the Calculation Agent may be merged, converted or consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent may be a party, or any corporation to which the Calculation Agent may sell or otherwise transfer all or substantially all of its corporate trust business shall, to the extent permitted by applicable law, become the Calculation Agent under this Agreement without the execution of any document or any further act by the parties hereto.

(j)Consequential Damages.  In no event shall the Calculation Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Calculation Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Section 5.Conditions to Closing

(A)Conditions to the Obligations of the Initial Purchaser.  The obligations of the Initial Purchaser to purchase and pay for the Shares as provided in this Agreement on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company as of the date of this Agreement and the Closing Date, as though then made, and to

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the timely performance by the Company of its covenants and other obligations under this Agreement to be performed at or prior to such date, and to each of the following additional conditions:

(a)Opinions of Company Counsel.  On the Closing Date, the Initial Purchaser shall have received the opinion of Locke Liddell & Sapp PLLC, securities and tax counsel for the Company, dated the Closing Date, in form and substance satisfactory to the Initial Purchaser.

(b)Company Certificate.  On the Closing Date the Initial Purchaser shall have received from the Company a certificate, dated the date of its delivery, signed by two officers of the Company holding the offices of (x) Chief Executive Officer and (y) Chief Financial Officer, or superior officers, in form and substance satisfactory to the Initial Purchaser, to the effect that:

(i)Either no request for information regarding the Shares or this private placement on the part of the staff of the Commission or any state “Blue Sky” authorities has been received, or if any such request has been received, it has been complied with to the satisfaction of the staff of the Commission or such authorities;

(ii)Each signer of such certificate has carefully examined the SEC Filings and, as of the date of such certificate, the SEC Filings do not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading.  All documents required to be filed under the Exchange Act since January 1, 2007 have been filed as required;

(iii)Each of the representations and warranties of the Company contained in this Agreement was, when originally made, and is, at the time such certificate is delivered, true and correct;

(iv)Each of the covenants required to be performed by the Company herein on or prior to the delivery of such certificate has been duly, timely and fully performed in all material respects, and each condition herein required to be complied with by the Company on or prior to the date of such certificate has been duly, timely and fully complied with;

(v)Except as set forth in the SEC Filings, as contemplated by this Agreement and the transactions referred to herein and as relating to or resulting from the issuance of the Company’s Series G Preferred Shares for the period from and after the date of this Agreement through the date of such certificate, (A) the Company and its subsidiaries, taken as a whole, have not incurred

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any liabilities or obligations, direct or contingent, or entered into any transactions (other than, in each case, in the ordinary course of business consistent with past practice), that are material to the Company and its subsidiaries, taken as a whole, (B) there has not been any material change in the shares of beneficial interest, total debt of the Company and (C) there has not been any material adverse change, or any development involving a prospective material adverse change, in the financial condition, business, prospects, net worth or results of operations of the Company and its subsidiaries, taken as a whole.

(c)Other Documents.  At the Closing, counsel to the Initial Purchaser shall have been furnished with such other documents as such counsel may reasonably require in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, contained in this Agreement; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as contemplated in this Agreement shall be satisfactory in form and substance to the Initial Purchaser and to counsel to the Initial Purchaser.

(d)No Unmet Commission Requests.  Any request for additional information on the part of the staff of the Commission or any state securities authorities regarding the Shares or this private placement shall have been complied with to the satisfaction of the staff of the Commission or such authorities.

(e)No Material Adverse Change.  Except as set forth in the SEC Filings, as contemplated by this Agreement and the transactions referred to herein and as relating to or resulting from the issuance of the Company’s Series G Preferred Shares since the date of this Agreement, (i) the Company and its subsidiaries, taken as a whole, shall not have incurred any liabilities or obligations, direct or contingent, or entered into any transactions (other than, in each case, in the ordinary course of business consistent with past practice), that are material to the Company and its subsidiaries taken as a whole, and (ii) there shall not have occurred any material change in the shares of beneficial interest, total debt of the Company, (iii) there shall not have occurred any material adverse change, or any development involving a prospective material adverse change, in the financial condition, business, prospects, net worth or results of operations of the Company and its subsidiaries, taken as a whole, and (iv) neither the Company nor any of its subsidiaries shall have sustained any material loss or interference with its business or properties from fire, explosion, flood or other casualty not covered by insurance if, in the reasonable judgment of the Initial Purchaser, any such loss or interference causes a material adverse effect.

(f)No Material Litigation Commenced.  Since the respective dates as of which information is given in the SEC Filings, there shall have been no litigation or other proceeding instituted against the Company or any of its

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subsidiaries or any of their respective officers, directors or trust managers in their capacities as such, before or by any Federal, state or local court, commission, regulatory body, administrative agency or other governmental body, domestic or foreign, in which litigation or proceeding an unfavorable ruling, decision or finding would be reasonably expected to result in a material adverse effect.

All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof only if they are reasonably satisfactory in form and substance to the Initial Purchaser and its counsel.  If any condition specified in this Section 5(A) shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Initial Purchaser by notice to the Company at any time, and any such termination shall be without liability of any party to any other party, except that the indemnity and contribution agreements set forth in Section 4(h) and Section 9 hereof, the provisions concerning payment of expenses under Section 3(e), and Section 6 and the provisions relating to governing law shall remain in effect.

(B)Conditions to the Obligations of the Company.

(a)The obligations of the Company to sell the Shares as provided in this Agreement on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Initial Purchaser as of the date of this Agreement and as of such Closing Date, as though then made, and to the timely performance by the Initial Purchaser of its covenants and other obligations under this Agreement to be performed at or prior to such date, and to the condition that there shall not be any injunction, judgment, order, decree, ruling or charge in effect preventing, or any litigation seeking to prevent or interfere with, the consummation of any of the transactions contemplated by this Agreement.

(b)If any condition specified in this Section 5(B) shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Company by notice to the Initial Purchaser at any time and any such termination shall be without liability of any party to any other party, except that the indemnity and contribution agreements set forth in Section 4(h) and Section 9 hereof, the provisions concerning payment of expenses under Section 3(e) and Section 6 and the provisions relating to governing law shall remain in effect.

Section 6.Reimbursement of Initial Purchaser’s Expenses.  The Company agrees to pay the reasonable fees and expenses of counsel to the Initial Purchaser in connection with all of the transactions contemplated herein.  In addition, if the sale to the Initial Purchaser of the Shares on the Closing Date is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision of this Agreement, the Company agrees to reimburse the Initial Purchaser upon demand for all reasonable out-of-pocket expenses that shall have been incurred by the Initial Purchaser in connection with the proposed purchase and the offering and sale of the Shares to have been delivered at such Closing Date, including, but not limited to, fees and disbursements of advisors, travel expenses, postage, facsimile and telephone charges.

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Section 7.Contingent Obligations of the Company if the Company Fails to Issue a Redemption Notice for the Shares by August 25, 2008.  If by 5:00 p.m. New York time on August 25, 2008 the Company has not delivered to the Initial Purchaser an irrevocable notice of redemption of all of the Shares with a Redemption Date on or before September 25, 2008, then the Company shall be obligated as set forth below in this Section 7; provided, however, that each and every such obligation shall terminate upon the redemption of all the Series G Preferred Shares by the Company; provided further, however, that such termination shall not relieve the Company from any liability for damages suffered by the Initial Purchaser as a result of any breach of such obligations by the Company prior to such termination.  Time shall be of the essence with respect to the Company’s compliance with the deadlines set forth in this Section 7.

(A)Creating a Marketable Security.

(a)Additional Issuer Information.  In order to render the Shares eligible for resale pursuant to Rule 144A under the Securities Act for the benefit of holders and beneficial owners from time to time of the Shares, the Company shall furnish at its expense upon request, while any of the Shares remain outstanding, to any holder of Shares or prospective purchasers of Shares the information specified in Rule 144A(d)(4) (such information, whether made available to holders or prospective purchasers or furnished to the Commission, is herein referred to as “Additional Issuer Information”), unless the Company is then subject to Section 13 or 15(d) of the Exchange Act or exempt from reporting pursuant to Rule 12g3-2(b) of the Exchange Act.

(b)Offering Memorandum.  The Company shall prepare an Offering Memorandum of the sort customary in Rule 144A offerings (including all disclosures required by Rule 144A) for use by the Initial Purchaser in connection with resale of the Shares to Subsequent Purchasers, which shall be in final form no later than September 25, 2008.  The Offering Memorandum shall also disclose the REIT-related transfer limitations referred to in Section 1(e) of this Agreement and other restrictions on transfer contained in the Declaration.  The Company agrees to furnish to the Initial Purchaser, without charge, as many copies of the Offering Memorandum and any amendments and supplements thereto as the Initial Purchaser shall reasonably request from time to time for use in connection with resales of the Shares.

(c)Resale Shelf Registration Statement.  If the Shares have not been redeemed, the Company shall, no later than September 25, 2008, file with the Commission the Resale Shelf Registration Statement, including a prospectus for use by the holders of the Shares, as selling shareholders of their Shares, and shall use its reasonable best efforts to have the Resale Shelf Registration Statement and a companion Form 8-A registration statement, if any, for the Shares declared effective no later October 27, 2008 and thereafter to keep such registrations continuously effective with respect to the Shares other than (i) Shares that have been exchanged or disposed of pursuant to the Resale Shelf Registration Statement, (ii)  Shares that are eligible to be sold pursuant to Rule 144(k) (or any similar provision then in force, but not Rule 144A) under the Securities Act and

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(iii)  Shares that have ceased to be outstanding.  To the extent they are eligible, the Company shall use its reasonable best efforts to list the Shares on the New York Stock Exchange (“NYSE”) commencing upon the effective date of such Form 8-A.

(d)Registration Rights Agreement.  The Company shall in good faith negotiate with the Initial Purchaser and no later than September 25, 2008 shall sign the Registration Rights Agreement for the benefit of the holders of the Shares from time to time.  The Registration Rights Agreement may provide additional terms regarding the Resale Shelf Registration Statement.  The Registration Rights Agreement shall require the Company, upon the request of 20% in interest of the holders of the Shares, to file a demand registration statement (the “Demand Registration Statement” and, together with the Resale Registration Statement, the “Registration Statements”) in connection with an underwritten offering of the Shares, provided that the Company shall not be required to file more than one such demand registration.  In such underwritten offering, the Company and the Initial Purchaser shall cause its officers, attorneys and auditors to supply customary certificates, opinions and comfort letters at the closing.  The Registration Rights Agreement shall include customary indemnification and contribution agreements by each the Company and the Initial Purchaser for the benefit of each other under both Registration Statements.

(e)Liquidated Damages.  If the Shares have not been redeemed and (i) the Resale Shelf Registration Statement has not been filed with the Commission by September 25, 2008, (ii) by October 27, 2008 such Resale Shelf Registration Statement has not been declared effective by the Commission, or (iii) after the Resale Shelf Registration Statement has been declared effective, it ceases to be effective or otherwise becomes unusable by the holders of Shares who are selling shareholders thereunder for any reason, and the aggregate number of calendar days in any consecutive twelve (12) month period for which the Resale Shelf Registration Statement shall not be usable exceeds 30 days in the aggregate (each such event referred to in clauses (i) through (iii), inclusive, a “Registration Default”), a cash payment which the Company acknowledges shall constitute liquidated damages for any such Registration Default (a “Default Payment”) shall be payable quarterly in arrears on each Dividend Payment Date (as defined in the Statement) to all record holders of the Shares other than (i) shares that have been exchanged or disposed of pursuant to the Resale Shelf Registration Statement, (ii)  Shares that are eligible to be sold pursuant to Rule 144(k) (or any similar provision then in force, but not Rule 144A) under the Securities Act and (iii)  Shares that have ceased to be outstanding (in addition to any regular distribution accruing or payable on such Shares) and will accrue beginning on (and including) the date on which any such Registration Default shall occur and ending on (but excluding) the date on which all Registration Defaults have been cured.  Default Payments shall accrue at a rate of $0.25 (equivalent to 1.00% of the $25.00 liquidation preference) per annum per Share.  The Company shall cause the Default Payments to be paid on the regular Dividend Payment Date, whether or

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not the Company shall have declared a dividend or other distribution on the Shares for such quarter.

The parties to this Agreement agree that the record holders of the Shares may suffer damages in the event that a Registration Default has occurred and is continuing, and that it would not be possible to ascertain the amount of such damages.  The parties to this Agreement further agree that the Default Payments shall be liquidated damages provided for in this Section 7(A)(e) of this Agreement and constitute a reasonable estimate of the damages that may be incurred by the holders by reason of a Registration Default.

(f)DTC Eligibility.  No later than September 25, 2008, the Company shall cause the Shares to be eligible for clearance and settlement through the facilities of The Depository Trust Company, including, if necessary and to the extent appropriate for a security intended to be traded under Rule 144A and to the extent allowed by applicable law, removal of the legends referred to in Section 2(A)(h).

(g)PORTAL Market Inclusion.  Upon the request of the Initial Purchaser, the Company shall use its reasonable best efforts to cause the Shares to be eligible for trading in the Private Offering, Resales and Trading through Automated Linkages Market of the National Association of Securities Dealers, Inc. (the “PORTAL Market”).

(h)Ratings.  The Company shall use its commercially reasonable efforts to cause the Rating Agencies to issue ratings with respect to the Shares not later than September 25, 2008, or as soon thereafter as practicable.

(i)Initial Purchaser’s Review of Final Offering Memorandum and Proposed Amendments and Supplements.  Prior to the delivery of any proposed Offering Memorandum or any proposed amendment or supplement thereto by the Company to the Initial Purchaser, the Company shall furnish to the Initial Purchaser for review a copy of such proposed Offering Memorandum or proposed amendment or supplement thereto, as the case may be, prior to printing such Offering Memorandum or any such amendment or supplement thereto, and the Company shall not print the Offering Memorandum or issue any proposed amendment or supplement containing any provision to which the Initial Purchaser or its counsel reasonably objects (with reasonable prior notice in writing to the Company).

(j)Amendments and Supplements to the Offering Memorandum, Registration Statements and Other Securities Law Matters.

(i)If, prior to the completion of the placement of the Shares by the Initial Purchaser with the Subsequent Purchasers, any event shall have occurred or condition exists as a result of which the Offering Memorandum or either Registration Statement, in each case

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as then amended or supplemented, would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such document is delivered, not misleading, or if in the reasonable opinion of counsel for the Initial Purchaser it is otherwise necessary to amend or supplement the Offering Memorandum or either Registration Statement to comply with applicable law, the Company agrees promptly to prepare (subject to this Section 7(A)), file with the Commission (with respect to any Registration Statement amendment or any documents incorporated by reference) and furnish at its own expense to the Initial Purchaser, such number of copies of amendments or supplements to the Offering Memorandum or a Registration Statement, as the case may be, as are reasonably requested by the Initial Purchaser containing such information as is necessary so that the statements therein as so amended or supplemented will not, in the light of the circumstances when such document is delivered to a purchaser, be misleading or so that such document, as amended or supplemented, will comply with applicable law.

(ii)Following the effectiveness of either Registration Statement and for so long as the Shares are outstanding if, in the judgment of the Initial Purchaser, the Initial Purchaser or any of its Affiliates is required to deliver a prospectus in connection with sales of, or market-making activities with respect to, the Shares, the Company agrees (A) periodically to amend the applicable Registration Statement so that the information contained therein complies with the requirements of Section 10(a) of the Securities Act, (B) to amend the applicable registration statement or supplement the related prospectus or the documents incorporated therein when necessary to reflect any material changes in the information provided therein so that the registration statement and the prospectus will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing as of the date the prospectus is so delivered, not misleading and (C) to provide the Initial Purchaser with copies of each amendment or supplement filed and such other documents as the Initial Purchaser may reasonably request.

(iii)The Company hereby expressly acknowledges that the indemnification and contribution provisions of Section 9 of this Agreement are specifically applicable and relate to each offering memorandum, registration statement, prospectus, amendment or supplement referred to in this Section 7(A).

(k)Blue Sky Compliance.  The Company (i) shall cooperate with the Initial Purchaser and counsel for the Initial Purchaser to qualify or register the

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Shares for sale under (or obtain exemptions from the application of) the Blue Sky or state or other securities laws of those jurisdictions (both domestic and foreign) as may be designated by the Initial Purchaser or its counsel, (ii) shall comply with such laws and (iii) shall continue such qualifications, registrations and exemptions in effect so long as required for the Initial Purchaser’s placement of the Shares to the Subsequent Purchasers; provided, however, that the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation; and provided, further, that the Company may require that offers and sales in one or more jurisdictions must be made through brokers licensed in that jurisdiction.  The Company will advise the Initial Purchaser promptly of its knowledge of the suspension of the qualification or registration of (or any such exemption relating to) the Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and, in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.

(l)Exchange Act Filings.  Prior to the completion of the placement of the Shares by the Initial Purchaser with the Subsequent Purchasers, the Company shall file, on a timely basis, with the Commission and the NYSE all reports and documents required to be filed under Section 13 or 15(d) of the Exchange Act.

(B)Offering Commencement Date/Customary Rule 144A Deliveries.  If the Company fails to redeem all the Shares on or before September 25, 2008, then the Company shall deliver, and shall cause its attorneys, accountants and officers, as applicable, to deliver the following documents to the Initial Purchaser at the offices of Hunton & Williams LLP, Richmond, Virginia no later than 5:00 p.m. New York time on September 25, 2008, (the “Offering Commencement Date”).

(a)Opinions of Counsel.  On the Offering Commencement Date, the Initial Purchaser shall receive the corporate and federal income tax opinions of Locke Liddell & Sapp, securities and tax counsel for the Company, each dated the date of its delivery, in substantially the form set forth in Exhibit C.

(b)Accountant’s Comfort Letter.  On the Offering Commencement Date, the Initial Purchaser shall receive from the Accountants (who shall be independent public accountants within the meaning of Regulation S-X under the Securities Act and the Exchange Act) a letter dated as of such date addressed to the Initial Purchaser, containing statements and information of the type ordinarily included in an accountants’ “comfort letter” to underwriters of public offerings, delivered according to Statement of Auditing Standards No. 72 (or any successor bulletin), with respect to the audited, unaudited and pro forma, if any, financial statements and certain financial information contained, or incorporated by reference, in the Offering Memorandum in form and substance reasonably satisfactory to the Initial Purchaser.

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(c)Officers’ Certificate.  On the Offering Commencement Date, the Initial Purchaser shall receive from the Company a certificate, dated the date of its delivery, signed by each of the Chief Executive Officer and the Chief Financial Officer of the Company, in form and substance satisfactory to the Initial Purchaser, to the effect that:

(i)Any request for information regarding the Shares or the Rule 144A offering on the part of the staff of the Commission or any such authorities has been complied with to the satisfaction of the staff of the Commission or such authorities;

(ii)Each signer of such certificate has carefully examined the Offering Memorandum (which term includes the Incorporated Documents) and (A) as of the date of such certificate, such documents, taken together, do not include an untrue statement of any material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (B) no event has occurred as a result of which it would be necessary to amend or supplement the Offering Memorandum in order to make the statements therein not untrue or misleading in any material respect.  All documents required to be filed under the Exchange Act since January 1, 2007 have been filed as required;

(iii)Each of the representations and warranties of the Company contained in this Agreement was, when originally made, and is, at the time such certificate is delivered, true and correct in all material respects;

(iv)Each of the covenants required to be performed by the Company herein on or prior to the delivery of such certificate has been duly, timely and fully performed in all material respects, and each condition herein required to be complied with by the Company on or prior to the date of such certificate has been duly, timely and fully complied with;

(v)Except as set forth in the SEC Filings, as contemplated by this Agreement and the transactions referred to herein and as relating to or resulting from the issuance of the Company’s Series G Preferred Shares for the period from and after the date of this Agreement through the date of such certificate, (A) the Company and its subsidiaries, taken as a whole, have not incurred any liabilities or obligations, direct or contingent, or entered into any transactions (other than, in each case, in the ordinary course of business consistent with past practice), that are material to the Company and its subsidiaries, taken as a whole, (B) there has not occurred any material change in the shares of beneficial interest, total

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debt of the Company and (C) there has not occurred any material adverse change, or any development involving a prospective material adverse change, in the financial condition, business, prospects, net worth or results of operations of the Company and its subsidiaries, taken as a whole.

(vi)Other Documents.  On the Offering Commencement Date, counsel to the Initial Purchaser shall be furnished with such other documents as such counsel may reasonably require in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, contained in this Agreement.

All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof only if they are reasonably satisfactory in form and substance to the Initial Purchaser and its counsel.  The Initial Purchaser may, in its sole discretion, but shall not be required to, waive in writing the performance by the Company of any one or more of the foregoing covenants or extend the time for their performance.

Section 8.Offer, Sale and Resale Procedures.  The Initial Purchaser and the Company hereby establish and agree to observe the following procedures in connection with the offer and sale of the Shares:

(a)Offers and Sales only to Qualified Institutional Buyers or Institutional Accredited Investors.  Offers and sales of the Shares will be made only by the Initial Purchaser or Affiliates thereof qualified or registered to do so in the jurisdictions in which such offers or sales are made.  Each such offer or sale shall be made only:

(i)to persons whom the offeror or seller, or any person acting on behalf of them, reasonably believes to be qualified institutional buyers (as defined in Rule 144A under the Securities Act); or

(ii)to a limited number of other institutional accredited investors (as such term is defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) that the offeror or seller reasonably believes to be and, with respect to sales and deliveries, that are Accredited Investors (“Institutional Accredited Investors”).

(b)No General Solicitation.  The Shares will be offered by approaching prospective Subsequent Purchasers on an individual basis.  No general solicitation or general advertising (within the meaning of Rule 502(c) under the Securities Act) will be used in connection with the offering of the Shares.

(c)Purchases by Non-Bank Fiduciaries.  In the case of a non-bank Subsequent Purchaser of Shares acting as a fiduciary for one or more third parties,

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in connection with an offer and sale to such purchaser pursuant to Section 8(a) above, each third party shall, in the reasonable judgment of the Initial Purchaser, be a Qualified Institutional Buyer.

(d)Rule 144A Reliance and Restrictions on Transfer.  The Offering Memorandum shall make prospective offerees aware of the reliance by the offeror and/or seller on the exemption provided by Rule 144A and shall provide that investors that acquire any Shares shall be deemed to have agreed that such Shares may only be resold or otherwise transferred if such Shares are registered for sale under the Securities Act, or pursuant to an available exemption from the registration requirements of the Securities Act (including Rule 144A), or in a transaction not otherwise subject to the Securities Act.

(e)No Liability of Initial Purchaser Following the Sale of the Shares.  Following the sale of the Shares by the Initial Purchaser to Subsequent Purchasers pursuant to the terms of this Agreement, the Initial Purchaser shall not be liable or responsible to the Company for any losses, damages or liabilities suffered or incurred by the Company including any losses, damages or liabilities under the Securities Act, arising from or relating to any subsequent resale or transfer of any Shares other than by the Initial Purchaser.

Section 9.Indemnification and Contribution.

The Company agrees to indemnify and hold harmless the Initial Purchaser, its officers and directors, and each person, if any, who controls the Initial Purchaser within the meaning or either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including without limitation the legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted) caused by any untrue statement or alleged untrue statement of a material fact contained in any Offering Memorandum (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading except insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information relating to the Initial Purchaser furnished to the Company in writing by the Initial Purchaser expressly for use therein.  The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise have.

The Initial Purchaser agrees to indemnify and hold harmless the Company and the Company’s officers and trust managers and each person who controls the Company within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company to the Initial Purchaser, but only with reference to information relating to the Initial Purchaser furnished to the Company in writing by the Initial Purchaser expressly for use in the Offering Memorandum or any amendment or supplement thereto.  Notwithstanding the preceding, in no case shall the Initial Purchaser be

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liable or responsible for any amount in excess of the fee specified in Section 1(d) received by such Initial Purchaser in connection with the purchase of the Shares pursuant to this Agreement.

If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any person in respect of which indemnity may be sought pursuant to either of the two preceding paragraphs, such person (the “Indemnified Person”) shall promptly notify the person against whom such indemnity may be sought (the “Indemnifying Person”) in writing, and the Indemnifying Person, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Indemnifying Person may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding.  In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary, (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person or (iii) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them.  It is understood that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are incurred.  Any such separate firm for the Initial Purchaser and such control persons of Initial Purchaser shall be designated in writing by Wachovia Capital Markets, LLC and any such separate firm for the Company, their directors, their officers and such control persons of the Company or authorized representatives shall be designated in writing by the Company.  The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment.  Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested an Indemnifying Person to reimburse the Indemnified Person for fees and expenses of counsel as contemplated by the third sentence of this paragraph, the Indemnifying Person agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such Indemnifying Person of the aforesaid request and (ii) such Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement.  If it is ultimately determined that an Indemnified Person was not entitled to indemnification hereunder, such Indemnified Person shall be responsible for repaying or reimbursing the Indemnifying Person for any amounts so paid or incurred by such Indemnifying Person pursuant to this paragraph.  No Indemnifying Person shall, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement (i) includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of an Indemnified Person.  In no event shall any Indemnifying Person have any

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liability or responsibility in respect of the settlement or compromise of, or consent to the entry of any judgment with respect to any pending or threatened action or claim effected without its prior written consent.

If the indemnification provided for in the first and second paragraphs of this Section 9 is unavailable or insufficient to hold harmless an Indemnified Person in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (a) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Initial Purchaser on the other hand from the offering of the Shares or (b) if the allocation provided by clause (a) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (a) above but also the relative fault of the Company on the one hand and the Initial Purchaser on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations.  The relative benefits received by the Company on the one hand and the Initial Purchaser on the other shall be deemed to be in the same respective proportions as the net proceeds from the offering of such Shares (before deducting expenses other than fees payable pursuant to Section 1(d) herein) received by the Company and the total underwriting discounts and the commissions received by the Initial Purchaser bear to the aggregate public offering price of the Shares.  The relative fault of the Company on the one hand and the Initial Purchaser on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or by the Initial Purchaser on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The Company and the Initial Purchaser agree that it would not be just and equitable if contribution  pursuant to this Section 9 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph.  The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with investigating or defending any such action or claim.  Notwithstanding the provisions of this Section 9, in no event shall the Initial Purchaser be required to contribute any amount in excess of the fee, specified in Section 1(d), received by the Initial Purchaser in connection with the purchase of the Shares pursuant to this Agreement.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

The remedies provided for in this Section 9 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

-30-

The indemnity and contribution agreements contained in this Section 9 and the representations, warranties and covenants of the Company and the Initial Purchaser set forth in this Agreement shall remain operative and in full force and effect regardless of (a) any termination of this Agreement, (b) any investigation made by or on behalf of the Initial Purchaser or any person controlling the Initial Purchaser or by or on behalf of the Company, its officers or directors or any other person controlling the Company and (c) acceptance of and payment for any of the Shares.

Section 10.Representations and Agreements to Survive Delivery.  The agreements set forth in Section 6, Section 7, Section 8 and Section 9 shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of the Initial Purchasers or any controlling person of the Initial Purchaser, or by or on behalf of the Company or of any of its subsidiaries, and shall survive delivery of and payment for the Shares.

Section 11.Notices.  All notices or communications hereunder shall be in writing and shall be mailed, delivered or telecopied and confirmed (including confirmation by email if so indicated):

(a)if to the Company, to:

Weingarten Realty Investors

2600 Citadel Plaza Drive

P.O. Box 924133

Houston, Texas  77292-4133

Attention:  Chief Executive Officer

Telecopy:  (713) 866-6072

E-mail:  dalexander@weingarten.com

with a copy to:

Locke Liddell & Sapp

2200 Ross Avenue,

Suite 2200

Dallas, Texas  75201-6776

Attention:  Gina Belts, Esq.

Telecopy:  (214) 740-8000

E-mail:  gbetts@lockeliddell.com

(b)and if to the Initial Purchaser to:

Wachovia Investment Holdings, LLC

301 South College Street, DC-7

One Wachovia Center

Charlotte, North Carolina  28288

Attention:  Ms. Teresa Hee

Telecopy:  (704) 383-9165

E-Mail:  teresa.hee@wachovia.com

-31-

with a copy to:

Hunton & Williams LLP

Riverfront Plaza, East Tower

951 East Byrd Street

Richmond, Virginia  23219-4074

Attention:  James S. Seevers, Jr., Esq.

Telecopy:  (804) 788-8200

E-Mail: jseevers@hunton.com

Any party to this Agreement may change such address for notices by sending to the other parties to this Agreement written notice of a new address for such purpose.

-32-

Section 12.Parties.  This Agreement shall inure to the benefit of and be binding upon the Initial Purchaser and the Company and their respective successors.  Nothing expressed or mentioned in this Agreement is intended, or shall be construed, to give any person, firm or corporation, other than the parties hereto and their respective successors and the controlling persons and officers, trust managers and directors referred to in Section 4(h) and Section 9 hereof and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained.  This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the parties hereto and respective successors and said controlling persons and officers, trust managers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation.  No purchaser of Shares shall be deemed to be a successor by reason merely of such purchase.

Section 13.Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 14.Counterparts.  This Agreement may be executed in one or more counterparts, signature pages may be detached from such separately executed counterparts and reattached to other counterparts and, in each such case, the executed counterparts hereof shall constitute a single instrument.  Signature pages may be delivered by telecopy.

Section 15.Enforceability.  In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 16.Waiver of Rights to Trial by Jury.  The Company and the Initial Purchaser each hereby irrevocably waive any right they may have to a trial by jury in respect of any claim based upon or arising out of this Agreement or the transactions contemplated hereby.

Section 17.Amendments and Modifications.  This Agreement may not be amended or otherwise modified or any provision hereof waived except by an instrument in writing signed by the Initial Purchaser and the Company.

[SIGNATURE PAGE FOLLOWS.]

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If the foregoing correctly sets forth the understanding between the Company and the Initial Purchaser, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Initial Purchaser and the Company.

WEINGARTEN REALTY INVESTORS
By:	/s/ Stephen C. Richter
	Name:	Stephen C. Richter
	Title:	Executive VP/CFO

ACCEPTED as of the date first written above:
WACHOVIA INVESTMENT HOLDINGS, LLC
By:	/s/ Cathy Casey
Name:	Cathy Casey
Title	Managing Director

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EXHIBIT A

State of Designations

[attached]

EXHIBIT B

Entity	Type	Ownership
AN/WRI DEVCO #1, Ltd. (3)	Limited Partnership	20%
AN/WRI Partnership, Ltd. (2)	Limited Partnership	20%
Cumberland Potranco Joint Venture (1)	Joint Venture	50%
Eastex Venture (1)	Joint Venture	50%
Fenton Market Place Venture (3)	Joint Venture	50%
GDC River Hill Tower, LLC (15)	Limited Liability Company	51%
GVR SPE I LLC (18)	Limited Liability Company	100%
Heritage HT #1, LLC (3)	Limited Liability Company	100%
Jacinto City, Ltd. (1)	Limited Partnership	50%
Main/O.S.T., Ltd. (1)	Limited Partnership	70%
Markham West Shopping Center, L.P. (1)	Limited Partnership	99.5%
NOBSIL, L.L.C. (3)	Limited Liability Company	75%
North Towne Plaza Joint Venture (1)	Joint Venture	75%
Northwest Hollister Venture (1)	Joint Venture	75%
Palm Coast Center, LLC (1)	Limited Liability Company	50%
Phelan Boulevard Venture (1)	Joint Venture	67%
RGC Starr Retail, Ltd. (3)	Limited Partnership	45%
Sheldon Center, Ltd. (1)	Limited Partnership	50%
South Loop-Long Wayside Company (1)	Joint Venture	50%
Strategic Retail Partners, L.L.C. (3)	Limited Liability Company	40%
Strategic Retail Partners II, L.L.C. (16)	Limited Liability Company	25%
SPM/WRI College Station, L.P. (3)	Limited Partnership	100%
SPM/WRI Rockwall, L.P. (3)	Limited Partnership	100%
S/W Albuquerque, L.P. (3)	Limited Partnership	100%
Utah-WRI Holdings, L.L.C. (12)	Limited Liability Company	20%
Weingarten – Fulton, LLC (1)	Limited Liability Company	81.3%
Weingarten 1815 S. 10th JV (1)	Joint Venture	50%
Weingarten Herndon Plaza JV (1)	Joint Venture	50%
Weingarten Hughes Waterford Venture (1)	Joint Venture	75%
Weingarten I-4 Clermont Landing TRS, LLC (1)	Limited Liability Company	55%
Weingarten I-4 Clermont Landing, LLC (1)	Limited Liability Company	55%
Weingarten Las Tiendas Joint Venture (1)	Joint Venture	50%
Weingarten Maya Tropicana, LLC (3)	Limited Liability Company	50%
Weingarten Miller Buckingham LLC (1)	Limited Liability Company	50%
Weingarten Miller Aurora II, LLC (18)	Limited Liability Company	100%
Weingarten Miller Glenwood, LLC (3)	Limited Liability Company	41%
Weingarten Miller Sheridan LLC (1)	Limited Liability Company	50%
Weingarten Newquist, LLC (1)	Limited Liability Company	50%
Weingarten Miller Lowry II, LLC (18)	Limited Liability Company	100%
Weingarten Nolana JV (1)	Joint Venture	50%
Weingarten Northcross Joint Venture (1)	Joint Venture	50%
Weingarten Nostat, Inc. (10)	Corporate Subsidiary	100%
Weingarten Shary Crossing JV (1)	Joint Venture	50%
Weingarten Shary North JV (1)	Joint Venture	50%
Weingarten Shary South JV (1)	Joint Venture	50%
Weingarten Tenth-Jackson West Joint Venture (1)	Joint Venture	50%
Weingarten/Bridges at Smoky Hill (1)	Joint Venture	50%
Weingarten/Finger Venture (1)	Joint Venture	50%
Weingarten/Miller/American Fork LLC (3)	Limited Liability Company	33%
Weingarten/Miller/GVR LLC (1)	Limited Liability Company	36.9%
Weingarten/Monvis LLC (1)	Limited Liability Company	70%
WNI/Tennessee, L.P. (8)	Limited Partnership	100%

Entity	Type	Ownership
WRI 151 Ingram LP (1)	Limited Partnership	66.7%
WRI Alliance Riley Venture (1)	Joint Venture	50%
WRI Alliance Riley Venture III (1)	Joint Venture	50%
WRI Best in the West, LLC (3)	Limited Liability Company	100%
WRI Brookwood Square, LLC (3)	Limited Liability Company	100%
WRI Charleston Commons, LLC (3)	Limited Liability Company	100%
WRI Cottonwood, LLC (3)	Limited Liability Company	100%
WRI Countryside Centre, LLC (3)	Limited Liability Company	100%
WRI El Camino, LP (3)	Limited Partnership	100%
WRI Fiesta Trails, LP (3)	Limited Partnership	100%
WRI Flamingo Pines, LLC (3)	Limited Liability Company	100%
WRI Freedom Centre, L.P. (3)	Limited Partnership	100%
WRI Galleria, LLC (3)	Limited Liability Company	100%
WRI Gateway Station, LP (1)	Limited Partnership	70%
WRI Golden State, LLC (4)	Limited Liability Company	100%
WRI Greenhouse LP (3)	Limited Partnership	99%
WRI Hopewell, LLC (3)	Limited Liability Company	100%
WRI Johnston Road Plaza, LLC (3)	Limited Liability Company	99%
WRI Kennesaw, LLC (3)	Limited Liability Company	100%
WRI Laguna Isles, LLC (3)	Limited Liability Company	100%
WRI Lakeland, LLC (3)	Limited Liability Company	100%
WRI LLA Venture (1)	Joint Venture	50%
WRI Madera Village, LLC (3)	Limited Liability Company	100%
WRI Marshalls Plaza, LP (3)	Limited Partnership	100%
WRI North American Properties, L.P (17)	Limited Partnership	98%
WRI Northtown I, LP (3)	Limited Partnership	100%
WRI Northtown II, LP (3)	Limited Partnership	100%
WRI Oak Grove Market Center, LLC (3)	Limited Liability Company	100%
WRI Overton Plaza, LP (3)	Limited Partnership	100%
WRI Parkland, LLC (3)	Limited Liability Company	100%
WRI Pinecrest Plaza, LLC (3)	Limited Liability Company	100%
WRI Ravenstone, LLC (3)	Limited Liability Company	100%
WRI Regency Centre, LLC (3)	Limited Liability Company	100%
WRI River Marketplace, LLC (9)	Limited Liability Company	100%
WRI Roswell Corners LLC (3)	Limited Liability Company	100%
WRI Sandy Plains, LLC (3)	Limited Liability Company	100%
WRI Shoppes at Bears Path, LLC (3)	Limited Liability Company	100%
WRI Shoppes of South Semoran, LLC (3)	Limited Liability Company	100%
WRI Steele Creek, LLC (3)	Limited Liability Company	99%
WRI Strom, L.P. (1)	Limited Partnership	100%
WRI Thompson Bridge, LLC (3)	Limited Liability Company	100%
WRI Trautmann, L.P. (7)	Limited Partnership	99%
WRI Uintah Gardens, LLC (3)	Limited Liability Company	100%
WRI University Place, LLC (9)	Limited Liability Company	100%
WRI West Jordan LLC (3)	Limited Liability Company	99%
WRIJV, LP (14)	Limited Partnership	20%
WRI/Atlanta Park, L.P. (3)	Limited Partnership	99%
WRI/BIT Retail JV, LP (13)	Limited Partnership	20%
WRI/Chino Hills, LLC (3)	Limited Liability Company	100%
WRI/Falls Pointe, LLC (3)	Limited Liability Company	100%
WRI/High House LLC (3)	Limited Liability Company	68%
WRI/Hollywood Hills, LLC (3)	Limited Liability Company	100%
WRI/Miller Westminster I, LLC (3)	Limited Liability Company	50%
WRI/Pitman Corners, Inc. (5)	Corporate Subsidiary	100%
WRI/Raleigh L.P. (6)	Limited Partnership	68%

Entity	Type	Ownership
WRI/Rancho San Marcos, LLC (3)	Limited Liability Company	100%
WRI/Utah Properties L.P. (3)	Limited Partnership	99%
WT Florida Ventures, LLC (11)	Limited Liability Company	20%

Footnotes:

(1) Entity is a joint venture, limited partnership or limited liability company that owns a single real estate asset.

(2) Entity is a limited partnership that owns seven industrial properties, which are collateral for borrowings from a third party.

(3) Entity is a joint venture, limited partnership or limited liability company that owns a single real estate asset that is collateral for borrowings from a third party.

(4) Entity is a limited liability company that owns 19 retail properties, which are collateral for borrowings from a third party.

(5) Entity is a corporate subsidiary that owns a single real estate asset, which is collateral for borrowings from a third party.

(6) Entity is a limited partnership that owns nine properties of which three properties serve as collateral for borrowings from a third party.

(7) Entity is a limited partnership that owns two properties that serve as collateral for borrowings from a third party.

(8) Entity is a limited partnership that owns six properties of which one serves as collateral for borrowings from a third party.

(9) Entity is a limited liability company with a 20% interest in a tenancy-in-common arrangement which holds a property that serves as collateral for a borrowing from a third party.

(10) Entity is a corporate subsidiary that owns 54 properties of which four properties serve as collateral for borrowings from a third party.

(11) Entity is a limited liability company that owns seven properties.

(12) Entity is a limited liability company that owns six properties, which serve as collateral for borrowings from a third party.

(13) Entity is a limited partnership that owns three properties.

(14) Entity is a limited partnership that owns 12 properties of which four properties serve as collateral for borrowings from a third party.

(15) Entity is a limited liability company that owns three properties, which serve as collateral for borrowings from a third party.

(16) Entity is a limited liability company that owns nine properties of which eight properties serve as collateral for borrowings from a third party.

(17) Entity is a limited partnership that owns six properties of which five properties serve as collateral for borrowings from a third party.

(18) Entity is a limited liability company with a 50% interest in a tenancy-in-common arrangement which holds a property that serves as collateral for a borrowing from a third party.

EXHIBIT C

Form of Legal Opinion

[attached]