-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CAgFpRsbgjDMPUvB2NvWyOnW95WlCjCP3gtu3pnYVZVsLUH8a8CMBraMRL/664Cq HeAmqJXEnbbkLUOHBdH9Og== 0000899243-99-000084.txt : 19990120 0000899243-99-000084.hdr.sgml : 19990120 ACCESSION NUMBER: 0000899243-99-000084 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19990119 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WEINGARTEN REALTY INVESTORS /TX/ CENTRAL INDEX KEY: 0000828916 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 741464203 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: SEC FILE NUMBER: 001-09876 FILM NUMBER: 99507826 BUSINESS ADDRESS: STREET 1: 2600 CITADEL PLAZA DR CITY: HOUSTON STATE: TX ZIP: 77008 BUSINESS PHONE: 7138666000 MAIL ADDRESS: STREET 1: P O BOX 924133 STREET 2: P O BOX 924133 CITY: HOUSTON STATE: TX ZIP: 77292-4133 8-A12B 1 FORM 8-A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ________________________________ FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 ___________________ WEINGARTEN REALTY INVESTORS (Exact name of registrant as specified in its charter) Texas 74-1464203 (State of incorporation or organization) (I.R.S. employer identification number) 2600 Citadel Plaza P. O. Box 924133 Houston, Texas 77292-4133 (Address of principal executive offices) (zip code)
If this form relates to the registration of a If this form relates to the registration of a class of securities pursuant to Section 12(b) class of securities pursuant to Section 12(g) of the Exchange Act and is effective of the Exchange Act and is effective pursuant to General Instruction A.(c), pursuant to General Instruction A.(d), please check the following box. [X] please check the following box. [_]
Securities Act registration statement file number to which this form relates: 333-51843 Securities to be registered pursuant to Section 12(b) of the Act: Name of each exchange on Title of each class which each class is to be to be so registered registered ------------------------------------- ----------------------- 7.00% Series C Cumulative Redeemable New York Stock Exchange Preferred Shares Par Value $0.03 Securities to be registered pursuant to Section 12(g) of the Act: None. Item 1. Description of Registrant's Securities to be Registered The description of the Registrant's 7.00% Series C Cumulative Redeemable Preferred Shares, par value $0.03 per share, will be contained under "Description of Series C Preferred Shares" in the Prospectus Supplement to be filed by the Registrant pursuant to Rule 424(b) promulgated under the Securities Act of 1933. The Prospectus Supplement is part of the Registrant's Registration Statement on Form S-3, No. 333-51843, both of which are incorporated herein by reference. Item 2 Exhibits *3.1 Restated Declaration of Trust of Weingarten Realty Investors. *3.2 Amendment of the Restated Declaration of Trust of Weingarten Realty Investors. *3.3 Second Amendment of the Restated Declaration of Trust of Weingarten Realty Investors. *3.4 Third Amendment of the Restated Declaration of Trust of Weingarten Realty Investors. 3.5 Amended and Restated Bylaws of Weingarten Realty Investors (filed as Exhibit 3.2 to the Company's registration Statement on Form S-3 (No. 33-49206) and incorporated herein by reference. *4.1 Statement of Designation of 7.00% Series C Cumulative Redeemable Preferred Shares of Weingarten Realty Investors. *4.2 Form of Certificate for the 7.00% Series C Cumulative Redeemable Preferred Shares. - ------------------------ * Filed herewith. 2 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. Date: January 19, 1999 WEINGARTEN REALTY INVESTORS By: /s/Stephen C. Richter ---------------------------------------- Name: Stephen C. Richter -------------------------------------- Title: Senior Vice President and Treasurer ----------------------------------- 3 WEINGARTEN REALTY INVESTORS INDEX TO EXHIBITS Exhibit - ------- *3.1 Restated Declaration of Trust of Weingarten Realty Investors. *3.2 Amendment of the Restated Declaration of Trust of Weingarten Realty Investors. *3.3 Second Amendment of the Restated Declaration of Trust of Weingarten Realty Investors. *3.4 Third Amendment of the Restated Declaration of Trust of Weingarten Realty Investors. 3.5 Amended and Restated Bylaws of Weingarten Realty Investors (filed as Exhibit 3.2 to the Company's registration Statement on Form S-3 (No. 33-49206) and incorporated herein by reference. *4.1 Statement of Designation of 7.00% Series C Cumulative Redeemable Preferred Shares of Weingarten Realty Investors. *4.2 Form of Certificate for the 7.00% Series C Cumulative Redeemable Preferred Shares. - ------------------------ * Filed herewith. 4 EX-3.1 2 RESTATED DECLARATION OF TRUST EXHIBIT 3.1 RESTATED DECLARATION OF TRUST OF WEINGARTEN REALTY INVESTORS The undersigned, acting as the Trust Managers of a real estate investment trust under the Texas Real Estate Investment Trust Act (the "Texas REIT Act"), hereby adopt the following Restated Declaration of Trust for such trust which replaces in their entirety all previously enacted Declaration of Trusts for such trust. ARTICLE ONE The name of the trust (the "Trust") is "Weingarten Realty Investors." An assumed name certificate setting forth such name has been filed in the manner prescribed by law. ARTICLE TWO The Trust is formed pursuant to the Texas REIT Act and has the following as its purpose: To purchase, hold, lease, manage, sell, exchange, develop, subdivide and improve real property and interests in real property, and in general, to carry on any other business and do any other acts in connection with the foregoing and to have and exercise all powers conferred by the laws of the State of Texas upon real estate investment trusts formed under the Texas Real Estate Investment Trust Act, and to do any or all of the things hereinafter set forth to the same extent as natural persons might or could do. The term "real property" and the term "interests in real property" for the purposes stated herein shall not include severed mineral, oil or gas royalty interests. ARTICLE THREE As to any real property of any character, major capital improvements must be made within 15 years of purchase or the property must be sold. Such major capital improvements must equal or exceed the purchase price of such real property, if the same is unimproved property at the time of purchase or property outside the corporate limits of a city, town or village. Any citizen of the State of Texas may force compliance with this provision by filing suit in any district court of the State of Texas and shall receive from the Trust, if the Trust is forced to sell a real property interest under this provision, the sum of 5% of the sale price of such real property interest as compensation. ARTICLE FOUR The address of the Trust's initial principal office and place of business is 2600 Citadel Plaza Drive, Houston, Texas 77008. ARTICLE FIVE The names and mailing addresses of the Trust Managers are as follows: - ---------------------------- ------------------------------------ Name* Mailing Address - ---------------------------- ------------------------------------ Stanford Alexander Weingarten Realty Investors 2600 Citadel Plaza Drive Suite 300 Houston, Texas 77008 - ------------------------------------------------------------------- Andrew M. Alexander Weingarten Realty Management Company 2600 Citadel Plaza Drive Suite 300 Houston, Texas 77008 - ------------------------------------------------------------------- Martin Debrovner Weingarten Realty Management Company 2600 Citadel Plaza Drive Suite 300 Houston, Texas 77008 - ------------------------------------------------------------------- Melvin A. Dow Dow, Cogburn & Friedman 2300 The Coastal Tower Nine Greenway Plaza Houston, Texas 77046 - ------------------------------------------------------------------- Stephen A. Lasher Rotan Mosle RepublicBank Center 700 Louisiana, Suite 700 Houston, Texas 77002 - ------------------------------------------------------------------- Joseph W. Robertson, Jr. Weingarten Realty Investors 2600 Citadel Plaza Drive Suite 300 Houston, Texas 77008 - ------------------------------------------------------------------- Douglas W. Schnitzer Century Development Corporation Five Greenway Plaza Suite 1700 Houston, Texas 77046 - ------------------------------------------------------------------- 2 - ------------------------------------------------------------------- Kenneth L. Schnitzer, Sr. Century Development Corporation Five Greenway Plaza Suite 1700 Houston, Texas 77046 - ------------------------------------------------------------------- Marc J. Shapiro Teas Commerce Bank 712 Main Street, 2nd Floor Houston, Texas 77002 - ------------------------------------------------------------------- J. T. Trotter First Interstate Bank Plaza Suite 3600 1000 Louisiana at McKinney Houston, Texas 77002 - ------------------------------------------------------------------- * All of the initial Trust Managers qualify as "Resident Trust Managers" as that term is defined in the Texas REIT Act. ARTICLE SIX The period of the Trust's duration is perpetual. The Trust may be sooner terminated by the vote of the holders of at least a two-thirds majority of the voting power of the outstanding Shares. ARTICLE SEVEN The Trust shall have authority to issue 30,000,000 shares, par value $.03 per share, of beneficial interest (the "Shares"). All of the Shares shall be equal in all respects to every other such Share, and shall have no preference, conversion, exchange or preemptive rights. ARTICLE EIGHT The Trust shall issue Shares only for money or property actually received. ARTICLE NINE The Trust Managers shall hold all money and property received for the issuance of Shares for the benefit of the owners of such Shares. 3 ARTICLE TEN The Trust will not commence operations until the beneficial ownership of the Shares is held by 100 or more persons with no five persons owning more than 50% of the total number of outstanding Shares. The word "person", as used in the immediately preceding sentence, shall not include corporations. ARTICLE ELEVEN The Trust shall not engage in any activities beyond the scope of the purpose of a real estate investment trust formed pursuant to the Texas REIT Act, as such purpose is set forth in Article Two hereof. ARTICLE TWELVE Cumulative voting for the election of Trust Managers is prohibited. ARTICLE THIRTEEN (a) The affirmative vote of the holders of note less than 80% of the outstanding Shares of the Trust, including the affirmative vote of the holders of not less than 50% of the outstanding Shares not owned, directly or indirectly, by any "Related Person" (as hereinafter defined), shall be required for the approval or authorization of any "Business Combination" (as hereinafter defined); provided, however, that the 50% voting requirement referred to above shall not be applicable if the Business Combination is approved by the affirmative vote of the holders of not less than 90% of the outstanding Shares; provided further, that neither the 80% voting requirement nor the 50% voting requirement referred to above shall be applicable if: (i) The Trust Managers of the Trust by a vote of not less than 80% of the Trust Managers then holding office (A) have expressly approved in advance the acquisition of shares of the Trust that caused the Related Person to become a Related Person or (B) have expressly approved the Business Combination prior to the date on which the Related Person involved in the Business Combination shall have become a Related Person; or (ii) The Business Combination is solely between the Trust and another corporation, 100% of the Voting Stock of which is owned directly or indirectly by the Trust; or 4 (iii) The Business Combination is proposed to be consummated within one year of the consummation of a "Fair Tender Offer" (as hereinafter defined) by the Related Person in which Business Combination the cash or "Fair market Value" (as hereinafter defined) of the property, securities or other consideration to be received per Share by all remaining holders of Common Stock of the Trust in the Business Combination is not less than the price offered in the Fair Tender Offer; or (iv) All of conditions (A) through (D) of this subparagraph (iv) shall have been met: (A) if and to the extent permitted by law, the Business Combination is a merger or consolidation, consummation of which is proposed to take place within one year of the date of the transaction pursuant to which such person became a Related Person and the cash or Fair market Value of the property, securities or other consideration to be received per share by all remaining holders of Common Stock of the Trust in the Business Combination is not less than the "Fair Price" (as hereinafter defined); (B) the consideration to be received by such holders is either cash or, if the Related Person shall have acquired the majority of its holdings of the Trust's Shares for a form of consideration other than cash, in the same form of consideration with which the Related Person acquired such majority; (C) after such person has become a Related Person and prior to consummation of such Business Combinations (1) there shall have been no reduction in the annual rate of dividends, if any, paid per share on the Trust's Shares (adjusted as appropriate for recapitalizations and for Share splits, reverse Share splits and Share dividends) except any reduction in such rate that is made proportionately with any decline in the Trust's net Income for the period for which such dividends are declared and except as approved by a majority of the Continuing Trust Managers (as hereinafter defined), and (2) such Related Person shall not have received the benefit, directly or indirectly (except proportionately as a shareholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantages provided by the Trust prior to the consummation of such Business Combination (other than in connection with financing a Fair Tender Offer); and (D) a proxy statement that conforms in all respects with the provisions of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations thereunder (or any subsequent provisions replacing the Exchange Act or the rules or regulations thereunder) shall be mailed to holders of the Trust's Shares at least 30 days prior to the Consummation of the Business Combination for the purpose of soliciting shareholder approval of the Business Combination; or (v) The "Rights" (as defined in paragraph (b) of this Article Thirteen) shall have become exercisable. (b) If a person has become a Related Person and within one year after the date (the "Acquisition Date") of the transaction pursuant to which the Related Person became a Related Person (x) a Business Combination meeting all of the requirements of subparagraph (iv) of the proviso to paragraph (a) of this Article Thirteen regarding the applicability of the 80% voting requirement shall not have been consummated and (y) a Fair Tender Offer shall not have been consummated and (z) the Trust shall not have been dissolved and liquidated, then, in such event the 5 beneficial owner of each Share (not including Shares beneficially owned by the Related Person) (each such beneficial owner being hereinafter referred to as a "Holder") shall have the right (individually a "Right" and collectively the "Rights"), which may be exercised subject to the provisions of paragraph (d) of this Article Thirteen, commencing at the opening of business on the one-year anniversary date of the Acquisition Date and continuing for a period of 90 days thereafter, subject to extensions as provided in paragraph (d) of this article Thirteen (the "Exercise Period"), to sell to the Trust on the terms set forth herein one Share upon exercise of such Right. Within five business days after the commencement of the Exercise Period the Trust shall notify the Holders of the commencement of the Exercise Period, specifying therein the terms and conditions for exercise of the Rights. During the Exercise Period, each certificate representing Shares beneficially owned by a Holder (a "Certificate") shall also represent the number of Rights equal to the number of Shares represented thereby and the surrender for transfer of any Certificate shall also constitute the transfer of the Rights represented by such Shares. At 5:00 P.M., Houston, Texas time, on the last day of the Exercise Period, each Right not exercised shall become void, all rights in respect thereof shall cease as of such time and the Certificates shall no longer represent Rights. (c) The purchase price for a Share upon exercise of an accompanying Right shall be equal to the then-applicable Fair Price paid by the Related Person (plus, as an allowance for interest, an amount equal to the prime rate of interest of Chase Manhattan Bank as in effect from time to time from the Acquisition Date until the date of the payment for such Share but less the amount of any cash and the Fair Market Value of any property or securities distributed with respect to such Shares as dividends or otherwise during such time period), pursuant to the exercise of the Right relating thereto. In the event the Related Person shall have acquired any of its holdings of the Trust's Shares for a form of consideration other than cash, the value of such other consideration shall be the Fair Market Value thereof. (d) Notwithstanding the foregoing in paragraph (b) of this Article Thirteen, the Exercise period will be deferred in the event (a "Deferral Event") that the Trust is otherwise prohibited under applicable law from repurchasing Shares pursuant to the Rights. In the event the Exercise Period is deferred, or if at any time the Trust reasonably anticipates that a Deferral Event will exist, the Trust will, as soon as practicable, notify the Holders. If at the end of any fiscal quarter the Deferral Event ceases to exist, notice shall be given to the Holders of the commencement of the deferred Exercise Period, which Exercise Period shall commence no sooner than 15 days nor more than 45 days from the date of such notice and which shall continue in effect for a period of time equal in duration to the previously unexpired portion of the Exercise Period. Notwithstanding any other provision of this Declaration of Trust to the contrary, during the Exercise Period (including during the existence of any Deferral Event), neither the Trust no any subsidiary may declare or pay any dividend or make any distribution on its Shares or to its shareholders (other than dividends or distributions payable in its Shares or, in the case of any subsidiary, dividends payable to the Trust) or purchase, redeem or otherwise acquire or retire for value, or permit any subsidiary to purchase or otherwise acquire for value, any Shares of the Trust if, upon giving effect to such dividend, distribution, purchase, redemption, or other acquisition or retirement, the aggregate amount expended for all such purposes (the amount expended for such purposes, if other than in cash, to be 6 determined by a majority of the Continuing Trust Managers, whose determination shall be conclusive) would prejudice the ability of the Trust to satisfy its maximum obligation to purchase Shares upon exercise of the Rights. (e) Rights may be exercised upon surrender to the Trust's principal transfer agent (the "Transfer Agent") at its office in Houston, Texas of the Certificate or Certificates evidencing the Shares to be tendered for purchase by the Trust, together with the form on the reverse thereof completed and duly signed in accordance with the instructions thereon. In the event that a Holder shall tender a Certificate which represents greater than the number of Shares which the Holder elects to require the Trust to purchase upon exercise of the Rights, the Holder shall designate on the reverse side of such Certificate the number of Shares to be sold from such Certificate. The Transfer Agent shall thereupon issue a new Certificate or Certificates for the balance of the number of Shares not sold to the Trust, which new Certificate or Certificates shall also represent Rights for an equivalent number of Shares. (f) For the purposes of this Article: (i) The term "Business Combination" shall mean (A) any merger or consolidation, if and to the extent permitted by law, of the Trust or a subsidiary, with or into a Related Person, (B) any sale, lease, exchange, mortgage, pledge, transfer or other disposition, of all or any "Substantial Part" (as hereinafter defined) of the assets of the Trust and its subsidiaries (taken as a whole) (including, without limitation, any voting securities of a subsidiary) to or with a Related Person, (C) the issuance or transfer by the Trust or a subsidiary (other than by way of a pro rata distribution to all shareholders) of any securities of the Trust or a subsidiary of the Trust to a Related Person, (D) any reclassification of securities (including any reverse Share split) or recapitalization by the corporation, the effect of which would be to increase the voting power (whether or not currently exercisable) of the Related Person, (E) the adoption of any plan or proposal for the liquidation or dissolution of the Trust proposed by or on behalf of a Related Person which involves any transfer of assets, or any other transaction, in which the Related Person has any direct or indirect interest (except proportionately as a shareholder), (F) any series or combination of transactions having, directly or indirectly, the same or substantially the same effect as any of the foregoing, and (G) any agreement, contract or other arrangement providing, directly or indirectly, for any of the foregoing. (ii) The term "Continuing Trust Manager" shall mean (x) any Trust Manager of the Trust who is not affiliated with a Related Person and who was a Trust Manager immediately priori to the time that the Related Person became a Related Person, and (y) any other Trust Manager who is not affiliated with the Related Person and is recommended either by a majority of the persons described in clause (x) of this subparagraph (ii) or by persons described in this clause (y) who are then Trust Managers of the Trust to succeed such a person described in either the said clause (x) or clause (y) as a Trust Manager of the Trust. 7 (iii) The term "Fair market Value" shall mean: (A) in the case of stock, the highest closing sale price during the 30-day period immediately preceding the date in question of a Share on the Composite Tape for New York Stock Exchange-Listed Stocks, or, if such Shares is not quoted on the Composite Tape, on the New York Stock Exchange, or, if such Share is not listed on such Exchange, on the principal United States securities exchange registered under the Exchange Act on which such Share is listed, or, if such Share is not listed on any such exchange, the highest closing bid quotation with respect to a Share during the 30-day period preceding the date in question on the National Association of Securities Dealers, Inc. Automated Quotations System or any system then in use, or if no such quotations are available, the fair market value on the date in question of a Share as reasonably determined by an independent appraiser selected by a majority of the Continuing Trust Managers (or, if there are no Continuing Trust Managers, by Goldman, Sachs & Co.) in good faith; and (B) in the case of property other than cash or stock, the fair market value of such property on the date in question as reasonably determined by an independent appraiser selected by a majority of the Continuing Trust Managers (or, of there are no Continuing Trust Managers, by Goldman, Sachs & Co.) in good faith. In each case hereunder in which an independent appraiser is to be selected to determine Fair Market Value, (1) in the event (x) there are no Continuing Trust Managers, and (y) Goldman, Sachs & Co. is unable or elects not to serve as such appraiser, or (2) in the event there are Continuing Trust Managers that do not select an independent appraiser within 10 days of a request for such appointment made by a Related Person, such independent appraiser may be selected by such Related Person. (iv) The term "Fair Price" shall mean the highest per-Share price (which, to the extent not paid in cash, shall equal the Fair Market Value of any other consideration paid), with appropriate adjustments for recapitalizations and for Share splits, reverse Share splits and Share dividends, paid by a person in acquiring any of its holdings of the Trust's Shares. (v) The term "Fair Tender Offer" shall mean a bona fide tender offer for all of the Trust's Shares outstanding (and owned by persons other than a Related Person if the tender offer is made by the Related Person), whether or not such offer is conditional upon any minimum number of Shares being tendered, in which the aggregate amount of cash or the Fair Market Value of any securities or other property to be received by all holders who tender their Shares for each Share so tendered shall be at least equal to the then applicable Fair Price paid by a Related Person or paid by the person making the tender offer if such person is not a Related Person. In the event that at the time such tender offer is commenced the terms and conduct thereof are not directly regulated by Sections 14(d) or 13(e) of the Exchange Act and the general rules and regulations promulgated thereunder, then the terms of such tender offer regarding the time such offer is held open and regarding withdrawal rights shall conform in all respects with such terms applicable to tender offers regulated by such Sections of the Exchange Act. A Fair Tender Offer shall not be deemed to be "consummated" until Shares are purchased and payment in full has been made for all duly tendered Shares. 8 (vi) The term "Related Person" shall mean and include any individual, corporation, partnership or other "person" (as defined on January 1, 1987, in Section 13(d)(3) of the Exchange Act), and the "Affiliates" and "Associates" (as defined on January 1, 1987 in Rule 12b-2 of the Exchange Act) of any such individual, corporation, partnership or other person which individually or together is the "Beneficial Owner" (as defined on January 1, 1987 in Rule 13d-3 of the Exchange Act) in the aggregate of more than 50% of the Shares of the Trust, other than the Trust or any employee benefit plan(s) sponsored by the Trust. (vii) The term "Substantial Part" shall mean more than 35% of the book value of the total assets of the Trust and its subsidiaries (taken as a whole) as of the end of the fiscal year ending prior to the time the determination is being made. (viii) Any person (as such term is defined in subsection (vi) of this paragraph (f)) that has the right to acquire any Shares of the Trust pursuant to any agreement, or upon the exercise of conversion rights, warrants or options, or otherwise, shall be deemed a Beneficial Owner of such Shares for purposes of determining whether such person, individually or together with its Affiliates and Associates, is a Related Person. (ix) For purposes of subparagraph (iii) of paragraph (a) of this Article Thirteen, the term "other consideration to be received" shall include, without limitation, Shares of the Trust retained by its existing public shareholders in the event of a Business Combination in which the Trust is the surviving entity. (g) The affirmative vote of the holders of not less than 80% of the outstanding Shares of the Trust, including the affirmative vote of the holders of not less than 50% of the outstanding Shares not owned, directly or indirectly, by any Related Person (such 50% voting requirement shall not be applicable if such amendment, alteration, change, repeal or rescission is approved by the affirmative vote of not less than 90% of the outstanding Shares) shall be required to amend, alter, change, repeal or rescind, or adopt any provisions inconsistent with, this Article Thirteen. (h) The provisions of this Article Thirteen shall be subject to all valid and applicable laws, including, without limitation, the Texas REIT Act, and, in the event this Article Thirteen or any of the provisions hereof are found to be inconsistent with or contrary to any such valid laws, such laws shall be deemed to control and this Article Thirteen shall be regarded as modified accordingly, and, as so modified, to continue in full force and effect. 9 ARTICLE FOURTEEN The Trust Managers may from time to time declare, and the Trust may pay, dividends on its outstanding Shares in cash, in property or in its Shares, except that no dividend shall be declared or paid when the Trust is unable to pay its debts as they become due in the usual course of its business, or when the payment of such dividend would result in the Trust being unable to pay its debts as they become due in the usual course of business. ARTICLE FIFTEEN A holder of Shares shall not be personally or individually liable in any manner whatsoever for any debt, act, omission or obligation incurred by the Trust or the Trust Managers. All written contracts to which the Trust is a party shall include a provision that the shareholders shall not be personally liable thereon. A holder of Shares shall be under no obligation to the Trust or to its creditors with respect to such Shares other than the obligation to pay to the Trust the full amount of the consideration for which such Shares were issued or to be issued. Upon the payment of such consideration, such Shares shall be non- assessable by the Trust. ARTICLE SIXTEEN (a) In this Article: (i) "Indemnitee" means (A) any present or former Trust Manager or officer of the Trust or present or former director or officer of Weingarten Realty, Inc. (the "Company"), (B) any person who while serving in any of the capacities referred to in clause (A) hereof served at the Trust's or Company's request as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, and (C) any person nominated or designated by (or pursuant to authority granted by) the Trust Managers or any committee thereof or the Board of Directors of the Company or any committee thereof to serve in any of the capacities referred to in clauses (A) or (B) hereof. (ii) "Official Capacity" means (A) when used with respect to a Trust Manager, the office of Trust Manager of the Trust, (B) when used with respect to a director, the office of director of the Company and (C) when used with respect to a person other than a Trust Manager or Company director, the elective or appointive office of the Trust or Company held by such person or the employment or agency relationship undertaken by such person on behalf of the Trust or Company, but in each case does not include service for any other foreign or domestic corporation or any partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise. 10 (iii) "Proceeding" means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding, and any inquiry or investigation that could lead to such an action, suit or proceeding. (b) The Trust shall indemnify every Indemnitee against all judgments, penalties (including excise and similar taxes), fines, amounts paid in settlement and reasonable expenses actually incurred by the Indemnitee in connection with any Proceeding in which he was, is or is threatened to be named defendant or respondent, or in which he was or is a witness without being named a defendant or respondent, by reason, in whole or in part, of his serving or having served, or having been nominated or designated to serve, in any of the capacities referred to in paragraph (a)(i) of this Article Sixteen, if it is determined in accordance with paragraph (d) of this Article Sixteen that the Indemnitee (i) conducted himself in good faith, (ii) reasonably believed, in the case of conduct in his Official Capacity, that his conduct was in the Trust's or Company's best interests and, in all other cases, that his conduct was at least not opposed to the Trust's or Company's best interests, and (iii) in the case of any criminal proceeding, had no reasonable cause to believe that his conduct was unlawful; provided, however, that in the event that an Indemnitee is found liable to the Trust or Company or is found liable on the basis that personal benefit was improperly received by the Indemnitee the indemnification (A) is limited to reasonable expenses actually incurred by the Indemnitee in connection with the Proceeding and (B) shall not be made in respect of any Proceeding in which the Indemnitee shall have been found liable for willful or intentional misconduct in the performance of his duty to the Trust or Company. Except as provided in the immediately preceding proviso to the first sentence of this paragraph (b), no indemnification shall be made under this paragraph (b) in respect of any Proceeding in which such Indemnitee shall have been (x) found liable on the basis that personal benefit was improperly received by him, whether or not the benefit resulted from an action taken in the Indemnitee's Official Capacity, or (y) found liable to the Trust or Company. The termination of any Proceeding by judgment, order, settlement or conviction, or on a plea of nolo contendere or its equivalent, is not of itself determinative that the indemnitee did not meet the requirements set forth in clauses (i), (ii) or (iii) in the first sentence of this paragraph (b). An Indemnitee shall be deemed to have been found liable in respect of any claim, issue or matter only after the Indemnitee shall have been so adjudged by a court of competent jurisdiction after exhaustion of all appeals therefrom. Reasonable expenses shall include, without limitation, all court costs and all fees and disbursements of attorneys for the Indemnitee. The effect of Article Sixteen may be to indemnify Trust Managers and officers and Company directors and officers for their acts of negligence. (c) Without limitation of paragraph (b) of this Article Sixteen and in addition to the indemnification provided for in paragraph (b) of this Article Sixteen, the Trust shall indemnify every Indemnitee against reasonable expenses incurred by such person in connection with any Proceeding in which he is a witness or a named defendant or respondent because he served in any of the capacities referred to in paragraph (a)(i) of this Article Sixteen, if such person has been wholly successful, on the merits or otherwise, in defense of the Proceeding. 11 (d) Any indemnification under paragraph (b) of this Article Sixteen (unless ordered by a court of competent jurisdiction) shall be made by the Trust only upon a determination that indemnification of the Indemnitee is proper in the circumstances because he has met the applicable standard of conduct. Such determination shall be made (i) by the Trust Managers by a majority vote of a quorum consisting of Trust Managers who, at the time of such vote, are not named defendants or respondents in the Proceeding; (ii) if such a quorum cannot be obtained, then by a majority vote of a committee of the Trust Managers, duly designated to act in the matter by a majority vote of all Trust Managers (in which designation Trust Managers who are named defendants or respondents in the Proceeding may participate), such committee to consist solely of two (2) or more Trust Managers who, at the time of the committee vote, are not named defendants or respondents in the Proceeding; (iii) by special legal counsel selected by the Trust Managers or a committee thereof by vote as set forth in clauses (i) or (ii) of this paragraph (d) or, if the requisite quorum of all of the Trust Managers cannot be obtained therefor and such committee cannot be established, by a majority vote of all of the Trust Managers (in which Trust Managers who are named defendants or respondents in the Proceeding may participate); or (iv) by the shareholders in a vote that excludes the shares held by Trust Managers that are named defendants or respondents in the Proceeding. Determination as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination that indemnification is permissible is made by special legal counsel, determination as to reasonableness of expenses must be made in the manner specified in clause (iii) of the preceding sentence for the selection of special legal counsel. In the event a determination is made under this paragraph (d) that the Indemnitee has met the applicable standard of conduct as to some matters but not as to others, amounts to be indemnified may be reasonably prorated. (e) Reasonable expenses (including court costs and attorneys' fees) incurred by an Indemnitee who was or is a witness or was, is or is threatened to be made a named defendant or respondent in a Proceeding shall be paid by the Trust at reasonable intervals in advance of the final disposition of such Proceeding, and without making any of the determinations specified in paragraph (d) of this Article Sixteen, after receipt by the Trust of (i) a written affirmation by such Indemnitee of his good faith belief that he has met the standard of conduct necessary for indemnification by the Trust under this Article Sixteen and (ii) a written undertaking by or on behalf of such Indemnitee to repay the amount paid or reimbursed by the Trust if it shall ultimately be determined that he is not entitled to be indemnified by the Trust as authorized in this Article Sixteen. Such written undertaking shall be an unlimited obligation of the Indemnitee but need not be secured and it may be accepted without reference to financial ability to make repayment. Notwithstanding any other provision of this Article Sixteen, the Trust may pay or reimburse expenses incurred by an Indemnitee in connection with his appearance as a witness or other participation in a Proceeding at a time when he is not named a defendant or respondent in the Proceeding. (f) For purposes of this Article Sixteen, the Trust or Company shall be deemed to have requested an Indemnitee to serve an employee benefit plan whenever the performance by him of his duties to the Trust or Company also imposed or imposes duties on or otherwise involved or involves services by him to the plan or participants or beneficiaries of the plan. Excise taxes 12 assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall be deemed fines. Action taken or omitted by an Indemnitee with respect to an employee benefit plan in the performance of his duties for a purpose reasonably believed by him to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interest of the Trust or Company. (g) The indemnification provided by this Article Sixteen shall (i) not be deemed exclusive of, or to preclude, any other rights to which those seeking indemnification may at any time be entitled under the Trust's Bylaws, any law, agreement or vote of shareholders or disinterested Trust Managers, or otherwise, or under any policy or policies of insurance purchased and maintained by the Trust on behalf of any Indemnitee, both as to action in his Official Capacity and as to action in any other capacity, (ii) continue as to a person who has ceased to be in the capacity by reason of which he was an Indemnitee with respect to matters arising during the period he was in such capacity, and (iii) inure to the benefit of the heirs, executors and administrators of such a person. (h) Any indemnification of or advance of expenses to an Indemnitee in accordance with this Article Sixteen shall be reported in writing to the shareholders of the Trust with or before the notice or waiver of notice of the next shareholders' meeting or with or before the next submission to shareholders of a consent to action without a meeting and, in any case, within the twelve- month period immediately following the date of the indemnification or advance. (i) The provisions of this Article Sixteen (i) are for the benefit of, and may be enforced by, each Indemnitee of the Trust, the same as if set forth in their entirety in a written instrument duly executed and delivered by the Trust and such Indemnitee and (ii) constitute a continuing offer to all present and future Indemnities. The Trust, by its adoption of this Second Amended Declaration of Trust, (x) acknowledges and agrees that each Indemnitee of the Trust has relied upon and will continue to rely upon the provisions of this Article Sixteen in becoming, and serving in any of the capacities referred to in paragraph (a)(i) of this Article Sixteen, (y) waives reliance upon, and all notices of acceptance of, such provisions by such Indemnitee and (z) acknowledges and agrees that no present or future Indemnitee shall be prejudiced in his right to enforce the provisions of this Article Sixteen in accordance with their terms by any act or failure to act on the part of the Trust. (j) No amendment, modification or repeal of this Article Sixteen or any provision of this Article Sixteen shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Trust, nor the obligation of the Trust to indemnify any such Indemnitees, under and in accordance with the provisions of this Article Sixteen as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted. (k) If the indemnification provided in this Article Sixteen is either (i) insufficient to cover all costs and expenses incurred by any Indemnitee as a result of such Indemnitee being made 13 or threatened to be made a defendant or respondent in a Proceeding by reason of his holding or having held a position named in paragraph (a)(i) of this Article Sixteen or (ii) not permitted by Texas law, the Trust shall indemnify, to the fullest extent that indemnification is permitted by Texas law, every Indemnitee with respect to all costs and expenses incurred by such Indemnitee as a result of such Indemnitee being made or threatened to be made a defendant or respondent in a Proceeding by reason of his holding or having held a position named in paragraph (a)(i) of this Article Sixteen. (l) The Indemnification provided by this Article Sixteen shall be subject to all valid and applicable laws, including, without limitation, the Texas REIT Act, and, in the event this Article Sixteen or any of the provisions hereof or the indemnification contemplated hereby are found to be inconsistent with or contrary to any such valid laws, such laws shall be deemed to control and this Article Sixteen shall be regarded as modified accordingly, and, as so modified, to continue in full force and effect. (m) The indemnification provisions contained in this Article Sixteen may be amended only by the affirmative vote of the holders of at least two- thirds of the outstanding Shares. (n) Pursuant to Section 24 of the Texas REIT Act, and pursuant to Section 111.003(3) of the Texas Property Code, the Trust is a business trust for purposes of the Texas Property Code, and accordingly the officers and the Trust Managers of the Trust shall not be held to the standards for trust management and investment set forth in the Texas Trust Code. ARTICLE SEVENTEEN A Trust Manager may be removed by the vote or written consent of the holders of two-thirds of the outstanding Shares at a special meeting of the shareholders called for such purpose pursuant to the Trust's Bylaws. ARTICLE EIGHTEEN (a) No individual may own more than 9.8% of the outstanding Shares (the limitation on the ownership of outstanding Shares is referred to in this Article Eighteen as the "Ownership Limit" and the 9.8% threshold is referred to in this Article Eighteen as the "Percentage Limit"), and no Securities (as hereinafter defined) shall be accepted, purchased, or in any manner acquired by any person if such issuance or transfer would result in that person's ownership of Shares exceeding the Percentage Limit. For purposes of determining if the Ownership Limit is exceeded by an individual, Convertible Securities (as hereinafter defined) owned by such individual shall be treated as if the Convertible Securities owned by such individual had been converted into Shares if the effect of such treatment would be to increase the ownership percentage of such individual in the Trust. The Ownership Limit shall not apply (i) to acquisitions of Securities by any person that has made a tender offer for all outstanding Shares of the Trust (including Convertible Securities) in 14 conformity with applicable federal securities laws, (ii) to the acquisition of Securities of the Trust by an underwriter in a public offering of Securities of the Trust, or in any transaction involving the issuance of Securities by the Trust, in which a majority of the Trust Managers determines that the underwriter or other person or party initially acquiring such Securities will timely distribute such Securities to or among others so that, following such distribution, none of such Securities will be Excess Securities (as hereinafter defined), (iii) to the acquisition of Securities pursuant to the exercise of employee share options or (iv) to the ownership or acquisition of any Securities by Stanford Alexander by virtue of his ownership of the common stock of Weingarten Realty, Inc. in excess of the Percentage Limit on January 19, 1988. (b) If any Securities are accepted, purchased, or in any manner acquired by any person resulting in a violation of paragraph (a) hereof, such issuance or transfer shall be valid only with respect to such amount of Securities issued or transferred as does not result in a violation of paragraph (a) hereof, and such acceptance, purchase or acquisition shall be null and void with respect to the amount of Securities that results in a violation of paragraph (a) hereof (the "Excess Securities"). If the last clause of the foregoing sentence is determined to be invalid by virtue of any legal decision, statute, rule or regulation, such person shall be conclusively deemed to have acted as an agent on behalf of the Trust in acquiring the Excess Securities and to hold such Excess Securities on behalf of the Trust. As the equivalent of treasury securities for such purposes, the Excess Securities shall not be entitled to any voting rights, shall not be considered to be outstanding for quorum or voting purposes and shall not be entitled to receive dividends, interest or any other distribution with respect to the Securities. Any person who receives dividends, interest or any other distribution in respect to Excess Securities shall hold the same as agent for the Trust and (following a permitted transfer) for the transferee thereof. Notwithstanding the foregoing, the holder of Excess Securities may transfer the same (together with any distributions thereon) to any person whose ownership would not result in a violation of paragraph (a) hereof. Upon such permitted transfer, the Trust shall pay or distribute to the transferee any distributions on the Excess Securities not previously paid or distributed. (c) Ownership of Securities is conditional upon the owner or prospective owner having provided to the Trust definitive written information respecting his ownership of Securities. Failure to provide such information, upon reasonable request, shall result in the Securities so owned being treated as Excess Securities pursuant to paragraph (b) hereof for so long as such failure continues. (d) Notwithstanding the provisions of paragraph (a) hereof, a lower percentage (the "Temporary Limit") shall operate in place of the 9.8% Percentage Limit set forth in paragraph (a) hereof for so long as there are outstanding Securities owned by any individual in excess of the Percentage Limit which are excepted from the restrictions of this Article Eighteen pursuant to paragraph (a)(iv) hereof ("Exempt Securities"). The Temporary Limit shall be 6.5% on January 19, 1988, but upon the transfer of Exempt Securities, the Temporary Limit shall be fixed by the Trust Managers of the Trust from time to time but shall in no event exceed the product (expressed as a 15 percentage) of (i) the fraction obtained by dividing (w) the number one by (x) the remainder of five minus the number of individuals whose ownership exceeds the Percentage Limit pursuant to paragraph (a) hereof times (ii) the difference between (y) 49% (z) the percentage of the total number of Shares outstanding represented by the total number of Shares owned by all individuals who own Exempt Securities as of the date of such calculations. If, after calculating a Temporary Limit using the foregoing formula, however, any individual owns in excess of the newly calculated Temporary Limit, the Temporary Limit shall be recalculated and such individual shall also be treated as owning Exempt Securities for purposes of recalculating the Temporary Limit. For purposes of this calculation, Convertible Securities owned by any person shall be treated as if the Convertible Securities owned by such person had been converted into Shares, if the effect of such treatment would be to increase the ownership percentage of an individual in the Trust. (e) For purposes of this Article Eighteen: (i) The term "person" includes an individual, corporation, partnership, association, joint stock company, trust, unincorporated association or other entity and also includes a "group" as that term is defined in Section 13(d)(3) of the Exchange Act. (ii) The Term "Convertible Securities" means any securities of the Trust that are convertible into Shares. (iii) The term "Securities" means Shares and Convertible Securities. (iv) The term "Ownership" (including "own" or "owns") of Shares means beneficial ownership. Beneficial ownership, for this purpose shall be defined in accordance with or by reference to Sections 856, 542 and 544 of the Internal Revenue Code of 1986, as amended (the "Code"). (v) The term "individual" shall mean any natural person and those organizations treated as natural persons in Section 542(a) of the Code. (f) Nothing herein contained shall limit the ability of the Trust to impose or to seek judicial or other imposition of additional restrictions if deemed necessary or advisable to protect the Trust and the interests of its security holders by preservation of the Trust's status as a qualified real estate investment trust under the Code. (g) All persons who own 5% or more of the Trust's outstanding Shares during any taxable year of the corporation shall file with the Trust an affidavit setting forth the number of Shares during such taxable year (i) owned directly (held of record by such person or by a nominee or nominees of such person) and (ii) owned indirectly (by reason of Sections 542, 544 and 856 of the Code or for purposes of Rule 13(d) of the Exchange Act) by the person filing the affidavit. The affidavit to be filed with the Trust shall set forth all the information required to be reported (i) in returns of shareholders under income tax regulation 1.857-9 or similar provisions of any successor 16 regulations and (ii) in reports to be filed under Section 13(d) of the Exchange Act. The affidavit or an amendment to a previously filed affidavit shall be filed with the Trust annually within 60 days after the close of the Trust's taxable year. A person shall have satisfied the requirements of this paragraph (g) if the person furnishes to the Trust the information in such person's possession after such person has made a good faith effort to determine the Shares it indirectly owns and to acquire the information required by income tax regulations 1.857-9 or similar provisions of any successor regulation. (h) If any provision of this Article Eighteen or any application of any such provision is determined to be invalid by any federal or state court having jurisdiction over the issue, the validity of the remaining provisions shall not be affected and other applications of such provision shall be affected only to the extent necessary to comply with the determination of such court. (i) The affirmative vote of the holders of not less than 80% of all outstanding Shares of the Trust entitled to vote in the election of Trust Managers, considered for purposes of this Article Eighteen as one class, shall be required to amend, alter, change, repeal or rescind any provision of this Article Eighteen or to adopt any provisions inconsistent with this Article Eighteen. ARTICLE NINETEEN Upon resolution adopted by the Trust Managers, the Trust shall be entitled to purchase, directly or indirectly, its own Shares, provided that following such repurchase the Trust would continue to be able to pay its debts as they become due in the ordinary course of its business. ARTICLE TWENTY The Independent Trust Managers shall determine at least annually that the total fees and expenses of the Trust are reasonable and in accordance with the provisions of the Trust's Bylaws pertaining to such fees and expenses. ARTICLE TWENTY-ONE This Declaration of Trust may be amended from time to time by the affirmative vote of the holders of at least two-thirds of the Outstanding Shares, except that (i) Article Six hereof (relating to the duration of the Trust); (ii) Article Eleven hereof (relating to the prohibition against engaging in non-real estate investment trust businesses); (iii) Article Thirteen hereof (relating to the approval of Business Combinations) and (iv) Article Eighteen hereof (relating to Share ownership requirements) may not be amended or repealed, and provisions inconsistent therewith may not be adopted, except by the affirmative vote of the holders of at least 80% of the outstanding Shares. 17 IN WITNESS WHEREOF, the undersigned Restated Trust Managers do hereby execute this Restated Declaration of Trust as of the 23rd day of March, 1988. - ----------------------------------------------------------- /s/Stanford Alexander /s/Joseph W. Robertson, Jr. - ---------------------------- ---------------------------- Stanford Alexander Joseph W. Robertson, Jr. - ----------------------------------------------------------- /s/Andrew Alexander /s/Douglas W. Schnitzer - ---------------------------- ---------------------------- Andrew Alexander Douglas W. Schnitzer - ----------------------------------------------------------- /s/Martin Debrovner /s/Kenneth L. Schnitzer, Sr. - ---------------------------- ---------------------------- Martin Debrovner Kenneth L. Schnitzer, Sr. - ----------------------------------------------------------- /s/Melvin A. Dow /s/Marc J. Shapiro - ---------------------------- ---------------------------- Melvin A. Dow Marc J. Shapiro - ----------------------------------------------------------- /s/Stephen A. Lasher /s/J. T. Trotter - ---------------------------- ---------------------------- Stephen A. Lasher J. T. Trotter - ----------------------------------------------------------- 18 STATE OF TEXAS (S) (S) COUNTY OF HARRIS (S) BEFORE ME, the undersigned Notary Public, duly commissioned and qualified within and for the State and County aforesaid, personally came and appeared Stanford Alexander, in his capacity as Trust Manager of Weingarten Realty Investors, and acknowledged to me, Notary, in the presence of Shirley J. Gilbert and Ronald J. Mann, the undersigned competent witnesses, that he executed the above and foregoing instrument in the presence of the undersigned witnesses 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 Appearer has executed these presents together with me, Notary, and the undersigned competent witnesses, at my office in the County and State aforesaid, on this 21st day of March, 1988. WITNESS: /s/Shirley Gilbert /s/Stanford Alexander - ------------------------------- ------------------------------ Shirley Gilbert Stanford Alexander /s/Ronald J. Mann /s/Barbara Kennedy - ------------------------------- ------------------------------ Ronald J. Mann NOTARY PUBLIC My commission expires: 7/14/89 ------- 19 STATE OF TEXAS (S) (S) COUNTY OF HARRIS (S) BEFORE ME, the undersigned Notary Public, duly commissioned and qualified within and for the State and County aforesaid, personally came and appeared Andrew Alexander, in his capacity as Trust Manager of Weingarten Realty Investors, and acknowledged to me, Notary, in the presence of Shirley Gilbert and Ronald J. Mann, the undersigned competent witnesses, that he executed the above and foregoing instrument in the presence of the undersigned witnesses 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 Appearer has executed these presents together with me, Notary, and the undersigned competent witnesses, at my office in the County and State aforesaid, on this 21st day of March, 1988. WITNESS: /s/Shirley Gilbert /s/Stanford Alexander - ------------------------------- ------------------------------ Shirley Gilbert Stanford Alexander /s/Ronald J. Mann /s/Barbara Kennedy - ------------------------------- ------------------------------ Ronald J. Mann NOTARY PUBLIC My commission expires: ------- 20 STATE OF TEXAS (S) (S) COUNTY OF HARRIS (S) BEFORE ME, the undersigned Notary Public, duly commissioned and qualified within and for the State and County aforesaid, personally came and appeared Martin Debrovner, in his capacity as Trust Manager of Weingarten Realty Investors, and acknowledged to me, Notary, in the presence of Indecipherable and Shirley J. Gilbert, the undersigned competent witnesses, that he executed the above and foregoing instrument in the presence of the undersigned witnesses 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 Appearer has executed these presents together with me, Notary, and the undersigned competent witnesses, at my office in the County and State aforesaid, on this 23rd day of March, 1988. WITNESS: /s/Indecipherable /s/Martin Debrovner - ------------------------------- ------------------------------ Martin Debrovner /s/Shirley J. Gilbert /s/Barbara Kennedy - ------------------------------- ------------------------------ Shirley J. Gilbert NOTARY PUBLIC My commission expires: 7/14/89 ------- 21 STATE OF TEXAS (S) (S) COUNTY OF HARRIS (S) BEFORE ME, the undersigned Notary Public, duly commissioned and qualified within and for the State and County aforesaid, personally came and appeared Melvin A. Dow, in his capacity as Trust Manager of Weingarten Realty Investors, and acknowledged to me, Notary, in the presence of Indecipherable and Robert J. Mann, the undersigned competent witnesses, that he executed the above and foregoing instrument in the presence of the undersigned witnesses 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 Appearer has executed these presents together with me, Notary, and the undersigned competent witnesses, at my office in the County and State aforesaid, on the ______ day of March, 1988. WITNESS: /s/Indecipherable /s/Melvin A. Dow - ------------------------------- ------------------------------ Melvin A. Dow /s/Robert J. Mann /s/ Cindy Rompot - ------------------------------- ------------------------------ Robert J. Mann NOTARY PUBLIC My commission expires: 2/1/90 ------ 22 STATE OF TEXAS (S) (S) COUNTY OF HARRIS (S) BEFORE ME, the undersigned Notary Public, duly commissioned and qualified within and for the State and County aforesaid, personally came and appeared Stephen A. Lasher, in his capacity as Trust Manager of Weingarten Realty Investors, and acknowledged to me, Notary, in the presence of John E. Indecipherable and Pamela Mitchell, the undersigned competent witnesses, that he executed the above and foregoing instrument in the presence of the undersigned witnesses 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 Appearer has executed these presents together with me, Notary, and the undersigned competent witnesses, at my office in the County and State aforesaid, on this 15th day of March, 1988. WITNESS: /s/Indecipherable /s/Stephen A. Lasher - ------------------------------- ------------------------------ John E. Indecipherable Stephen A. Lasher /s/Pamela Mitchell /s/Indecipherable - ------------------------------- ------------------------------ Pamela Mitchell NOTARY PUBLIC My commission expires: 3/25/89 ------- 23 STATE OF TEXAS (S) (S) COUNTY OF HARRIS (S) BEFORE ME, the undersigned Notary Public, duly commissioned and qualified within and for the State and County aforesaid, personally came and appeared Joseph W. Robertson, Jr., in his capacity as Trust Manager of Weingarten Realty Investors, and acknowledged to me, Notary, in the presence of Shirley J. Gilbert and Ronald J. Mann, the undersigned competent witnesses, that he executed the above and foregoing instrument in the presence of the undersigned witnesses 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 Appearer has executed these presents together with me, Notary, and the undersigned competent witnesses, at my office in the County and State aforesaid, on this 21st day of March, 1988. WITNESS: /s/Shirley J. Gilbert /s/Joseph W. Robertson, Jr. - ------------------------------- ------------------------------ Shirley J. Gilbert Joseph W. Robertson, Jr. /s/Ronald J. Mann /s/Barbara Kennedy - ------------------------------- ------------------------------ Ronald J. Mann NOTARY PUBLIC My commission expires: 7/14/89 ------- 24 STATE OF TEXAS (S) (S) COUNTY OF HARRIS (S) BEFORE ME, the undersigned Notary Public, duly commissioned and qualified within and for the State and County aforesaid, personally came and appeared Douglas W. Schnitzer, in his capacity as Trust Manager of Weingarten Realty Investors, and acknowledged to me, Notary, in the presence of Indecipherable and Indecipherable, the undersigned competent witnesses, that he executed the above and foregoing instrument in the presence of the undersigned witnesses 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 Appearer has executed these presents together with me, Notary, and the undersigned competent witnesses, at my office in the County and State aforesaid, on this 21st day of March, 1988. WITNESS: /s/Indecipherable /s/Douglas W. Schnitzer - ------------------------------- ------------------------------ Douglas W. Schnitzer /s/Indecipherable /s/Betty Lou Haulon - ------------------------------- ------------------------------ NOTARY PUBLIC My commission expires: 4/13/89 ------- 25 STATE OF TEXAS (S) (S) COUNTY OF HARRIS (S) BEFORE ME, the undersigned Notary Public, duly commissioned and qualified within and for the State and County aforesaid, personally came and appeared Kenneth L. Schnitzer, Sr., in his capacity as Trust Manager of Weingarten Realty Investors, and acknowledged to me, Notary, in the presence of Indecipherable and Indecipherable, the undersigned competent witnesses, that he executed the above and foregoing instrument in the presence of the undersigned witnesses 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 Appearer has executed these presents together with me, Notary, and the undersigned competent witnesses, at my office in the County and State aforesaid, on this _______ day of March, 1988. WITNESS: /s/Indecipherable /s/Kenneth L. Schnitzer, Sr. - ------------------------------- ------------------------------ Kenneth L. Schnitzer, Sr. /s/Indecipherable /s/Betty Lou Haulon - ------------------------------- ------------------------------ NOTARY PUBLIC My commission expires: 4/11/89 ------- 26 STATE OF TEXAS (S) (S) COUNTY OF HARRIS (S) BEFORE ME, the undersigned Notary Public, duly commissioned and qualified within and for the State and County aforesaid, personally came and appeared Marc J. Shapiro, in his capacity as Trust Manager of Weingarten Realty Investors, and acknowledged to me, Notary, in the presence of Vicki Robertson and Gloria Aquilon, the undersigned competent witnesses, that he executed the above and foregoing instrument in the presence of the undersigned witnesses 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 Appearer has executed these presents together with me, Notary, and the undersigned competent witnesses, at my office in the County and State aforesaid, on this ______ day of March, 1988. WITNESS: /s/Vicki Robertson /s/Marc J. Shapiro - ------------------------------- ------------------------------ Vicki Robertson Marc J. Shapiro /s/Gloria Aquilon /s/Indecipherable - ------------------------------- ------------------------------ Gloria Aquilon NOTARY PUBLIC My commission expires: 12/25/89 -------- 27 STATE OF TEXAS (S) (S) COUNTY OF HARRIS (S) BEFORE ME, the undersigned Notary Public, duly commissioned and qualified within and for the State and County aforesaid, personally came and appeared J. T. Trotter, in his capacity as Trust Manager of Weingarten Realty Investors, and acknowledged to me, Notary, in the presence of Suzanne Rainey and Indecipherable, the undersigned competent witnesses, that he executed the above and foregoing instrument in the presence of the undersigned witnesses 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 Appearer has executed these presents together with me, Notary, and the undersigned competent witnesses, at my office in the County and State aforesaid, on this ____ day of March, 1988. WITNESS: /s/Suzanne Rainey /s/J. T. Trotter - ------------------------------- ------------------------------ Suzanne Rainey J. T. Trotter /s/Indecipherable /s/Indecipherable - ------------------------------- ------------------------------ NOTARY REPUBLIC My commission expires: _________ 28 EX-3.2 3 AMENDMENT OF THE RESTATED DECLARATION OF TRUST EXHIBIT 3.2 AMENDMENT OF THE RESTATED DECLARATION OF TRUST OF WEINGARTEN REALTY INVESTORS The undersigned, acting as the Trust Managers of Weingarten Realty Investors, a real estate investment trust under the Texas Real Estate Investment Trust Act (the "Texas REIT Act"), hereby adopt the following Amendments to the Restated Declaration of Trust for such trust which amendments replace in their entirety the following Articles of the Restated Declaration of Trust for such trust. ARTICLE FIVE The names and mailing addresses of the Trust Managers are as follows:
Name* Mailing Address ---- --------------- Stanford Alexander Weingarten Realty Investors 2600 Citadel Plaza Drive Suite 300 Houston, Texas 77008 Andrew M. Alexander Weingarten Realty Management Company 2600 Citadel Plaza Drive Suite 300 Houston, Texas 77008 Martin Debrovner Weingarten Realty Investors 2600 Citadel Plaza Drive Suite 300 Houston, Texas 77008 Melvin A. Dow Dow, Cogburn & Friedman P.C. Nine Greenway Plaza, Suite 2300 Houston, Texas 77046 Stephen A. Lasher The GulfStar Group, Inc. 3850 NCNB Center 700 Louisiana Houston, Texas 77002 Joseph W. Robertson, Jr. Weingarten Realty Investors 2600 Citadel Plaza Drive Suite 300 Houston, Texas 77008
1 Douglas W. Schnitzer Senterra Development Twelve Greenway Plaza Suite 1400 Houston, Texas 77046 Marc J. Shapiro Texas Commerce Bank 707 Travis, 2nd Floor Houston, Texas 77002 J.T. Trotter First Interstate Bank Plaza Suite 3600 1000 Louisiana at McKinney Houston, Texas 77002
* All of the Trust Managers qualify as "Resident Trust Managers" as that term is defined in the Texas REIT Act. ARTICLE SEVEN The aggregate number of shares of beneficial interest which the Trust shall have authority to issue is 30,000,000 common shares, $.03 par value ("Common Shares"), and 10,000,0000 preferred shares, $.03 par value ("Preferred Shares"). All of the Common Shares shall be equal in all respects to every other such Common Share, and shall have no preference, conversion, exchange or preemptive rights. For purposes of Articles Eight, Nine, Fifteen and Nineteen of this Declaration of Trust the term Shares shall be deemed to refer to both the Common Shares and the Preferred Shares. For purposes of Articles Six, Thirteen, Fourteen, Sixteen, Seventeen, Eighteen(i) and Twenty-One of this Declaration of Trust, the term Shares shall be deemed to refer (i) to the Common Shares and (ii) to the Preferred Shares solely to the extent specifically required by law or as specifically provided in any resolution or resolutions of the Trust Managers providing for the issue of any particular series of Preferred Shares. For purposes of Articles Ten and Eighteen (other than Article Eighteen(i)) of this Declaration of Trust the term Shares shall be deemed to refer to both the Common Shares and the Preferred Shares and, for purposes of such Articles Ten and Eighteen (other than Article Eighteen(i)) the number of outstanding Shares shall be deemed to be equal to the value of the Company's outstanding Shares as determined from time to time by resolution of the Trust Managers, such determination to include an allocation of relative value among the Common Shares and any outstanding series of Preferred Shares. The Trust may issue one or more series of Preferred Shares, each such series to consist of such number of shares as shall be determined by resolution of the Trust Managers creating such series. The Preferred Shares of each such series shall have such designations, preferences, conversion, exchange or other rights, participations, voting powers, options, restrictions, limitations, special 2 rights or relations, limitations as to dividends, qualifications, or terms or conditions of redemption thereof, as shall be stated and expressed by the Trust Managers in the resolution or resolutions providing for the issuance of such series of Preferred Shares pursuant to the authority to do so which is hereby expressly vested in the Trust Managers. Except as otherwise provided in any resolution or resolutions of the Trust Managers providing for the issue of any particular series of Preferred Shares, the number of shares of any such series so set forth in such resolution or resolutions may be increased or decreased (but not below the number of shares of such series then outstanding) by a resolution or resolutions likewise adopted by the Trust Managers. Except as otherwise provided in any resolution or resolutions of the Trust Managers providing for the issue of any particular series of Preferred Shares, Preferred Shares redeemed or otherwise acquired by the Trust shall assume the status of authorized but unissued Preferred Shares and shall be unclassified as to series and may thereafter, subject to the provisions of this Article Seven and to any restrictions contained in any resolution or resolutions of the Trust Managers providing for the issuance of any such series of Preferred Shares, be reissued in the same manner as other authorized but unissued Preferred Shares. Except as otherwise specifically required by law or this Declaration of Trust or as specifically provided in any resolution or resolutions of the Trust Managers providing for the issuance of any particular series of Preferred Shares, the exclusive voting power of the Trust shall be vested in the Common Shares of the Trust. Each Common Share entitles the holder thereof to one vote at all meeting of the shareholders of the Trust. IN WITNESS WHEREOF, the undersigned Trust Managers do hereby execute these Amendments to the Restated Declaration of Trust as of the 29th day of May, 1992. /s/ Stanford Alexander /s/ Joseph W. Robertson, Jr. - ----------------------------- ----------------------------- Stanford Alexander Joseph W. Robertson, Jr. /s/ Andrew Alexander /s/ Douglas W. Schnitzer - ----------------------------- ----------------------------- Andrew Alexander Douglas W. Schnitzer /s/ Martin Debrovner /s/ Marc J. Shapiro - ----------------------------- ----------------------------- Martin Debrovner Marc J. Shapiro /s/ Melvin A. Dow /s/ J. T. Trotter - ----------------------------- ----------------------------- Melvin A. Dow J. T. Trotter /s/ Stephen A. Lasher - ----------------------------- Stephen A. Lasher 3 STATE OF TEXAS (S) (S) COUNTY OF HARRIS (S) BEFORE ME, the undersigned Notary Public, duly commissioned and qualified within and for the State and County aforesaid, personally came and appeared Stanford Alexander, in his capacity as Trust Manager of Weingarten Realty Investors, and acknowledged to me, Notary, in the presence of Billie J. Vassar and Shirley Gilbert, the undersigned competent witnesses, that he executed the above and foregoing instrument in the presence of the undersigned witnesses 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 Appearer has executed these presents together with me, Notary, and the undersigned competent witnesses, at my office in the County and State aforesaid, on this 27th day of May, 1992. WITNESS: /s/ Billie J. Vassar /s/ Stanford Alexander - ------------------------ ----------------------- Billie J. Vassar Stanford Alexander /s/ Shirley Gilbert /s/ Jane B. Scott - ------------------------ ----------------------- Shirley Gilbert NOTARY PUBLIC My commission expires: 10/29/94 -------- 4 STATE OF TEXAS (S) (S) COUNTY OF HARRIS (S) BEFORE ME, the undersigned Notary Public, duly commissioned and qualified within and for the State and County aforesaid, personally came and appeared Andrew Alexander, in his capacity as Trust Manager of Weingarten Realty Investors, and acknowledged to me, Notary, in the presence of Billie J. Vassar and Shirley Gilbert, the undersigned competent witnesses, that he executed the above and foregoing instrument in the presence of the undersigned witnesses 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 Appearer has executed these presents together with me, Notary, and the undersigned competent witnesses, at my office in the County and State aforesaid, on this 27th day of May, 1992. WITNESS: /s/ Billie J. Vassar /s/ Andrew Alexander - ------------------------ ---------------------- Billie J. Vassar Andrew Alexander /s/ Shirley Gilbert /s/ Jane B. Scott - ------------------------ ---------------------- Shirley Gilbert NOTARY PUBLIC My commission expires: 10/29/94 -------- 5 STATE OF TEXAS (S) (S) COUNTY OF HARRIS (S) BEFORE ME, the undersigned Notary Public, duly commissioned and qualified within and for the State and County aforesaid, personally came and appeared Martin Debrovner, in his capacity as Trust Manager of Weingarten Realty Investors, and acknowledged to me, Notary, in the presence of Billie J. Vassar and Shirley Gilbert, the undersigned competent witnesses, that he executed the above and foregoing instrument in the presence of the undersigned witnesses 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 Appearer has executed these presents together with me, Notary, and the undersigned competent witnesses, at my office in the County and State aforesaid, on this 27th day of May, 1992. WITNESS: /s/ Billie J. Vassar /s/ Martin Debrovner - ------------------------ ---------------------- Billie J. Vassar Martin Debrovner /s/ Shirley Gilbert /s/ Jane B. Scott - ------------------------ ---------------------- Shirley Gilbert NOTARY PUBLIC My commission expires: 10/29/94 -------- 6 STATE OF TEXAS (S) (S) COUNTY OF HARRIS (S) BEFORE ME, the undersigned Notary Public, duly commissioned and qualified within and for the State and County aforesaid, personally came and appeared Melvin A. Dow, in his capacity as Trust Manager of Weingarten Realty Investors, and acknowledged to me, Notary, in the presence of Sharon Parker and Sarah East, the undersigned competent witnesses, that he executed the above and foregoing instrument in the presence of the undersigned witnesses 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 Appearer has executed these presents together with me, Notary, and the undersigned competent witnesses, at my office in the County and State aforesaid, on this 27th day of May, 1992. WITNESS: /s/ Sharon Parker /s/ Melvin A. Dow - --------------------- ---------------------- Sharon Parker Melvin A. Dow /s/ Sarah East /s/ Jane B. Scott - --------------------- ---------------------- Sarah East NOTARY PUBLIC My commission expires: 07/28/94 -------- 7 STATE OF TEXAS (S) (S) COUNTY OF HARRIS (S) BEFORE ME, the undersigned Notary Public, duly commissioned and qualified within and for the State and County aforesaid, personally came and appeared Stephen A. Lasher, in his capacity as Trust Manager of Weingarten Realty Investors, and acknowledged to me, Notary, in the presence of Christian Ibrahim and Janet M. Collins, the undersigned competent witnesses, that he executed the above and foregoing instrument in the presence of the undersigned witnesses 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 Appearer has executed these presents together with me, Notary, and the undersigned competent witnesses, at my office in the County and State aforesaid, on this 27th day of May, 1992. WITNESS: /s/ Christian Ibrahim /s/ Stephen A. Lasher - ------------------------- ---------------------- Christian Ibrahim Stephen A. Lasher /s/ Janet M. Collins /s/ Indecipherable - ------------------------- ---------------------- Janet M. Collins NOTARY PUBLIC My commission expires: 01/29/95 -------- 8 STATE OF TEXAS (S) (S) COUNTY OF HARRIS (S) BEFORE ME, the undersigned Notary Public, duly commissioned and qualified within and for the State and County aforesaid, personally came and appeared Joseph W. Robertson, Jr., in his capacity as Trust Manager of Weingarten Realty Investors, and acknowledged to me, Notary, in the presence of Billie Vassar and Shirley Gilbert, the undersigned competent witnesses, that he executed the above and foregoing instrument in the presence of the undersigned witnesses 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 Appearer has executed these presents together with me, Notary, and the undersigned competent witnesses, at my office in the County and State aforesaid, on this 27th day of May, 1992. WITNESS: /s/ Billie Vassar /s/ Joseph W. Robertson, Jr. - ----------------------- ----------------------------- Billie Vassar Joseph W. Robertson, Jr. /s/ Shirley Gilbert /s/ Jane B. Scott - ----------------------- ----------------------------- Shirley Gilbert NOTARY PUBLIC My commission expires: 10/29/94 -------- 9 STATE OF TEXAS (S) (S) COUNTY OF HARRIS (S) BEFORE ME, the undersigned Notary Public, duly commissioned and qualified within and for the State and County aforesaid, personally came and appeared Douglas W. Schnitzer, in his capacity as Trust Manager of Weingarten Realty Investors, and acknowledged to me, Notary, in the presence of J. Denise Turnage and Tammy Davis, the undersigned competent witnesses, that he executed the above and foregoing instrument in the presence of the undersigned witnesses 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 Appearer has executed these presents together with me, Notary, and the undersigned competent witnesses, at my office in the County and State aforesaid, on this 27th day of May, 1992. WITNESS: /s/ J. Denise Turnage /s/ Douglas W. Schnitzer - ------------------------- ------------------------- J. Denise Turnage Douglas W. Schnitzer /s/ Tammy Davis /s/ Deborah Rogers - ------------------------- ------------------------- Tammy Davis NOTARY PUBLIC My commission expires: 9-8-93 ------ 10 STATE OF TEXAS (S) (S) COUNTY OF HARRIS (S) BEFORE ME, the undersigned Notary Public, duly commissioned and qualified within and for the State and County aforesaid, personally came and appeared Marc J. Shapiro, in his capacity as Trust Manager of Weingarten Realty Investors, and acknowledged to me, Notary, in the presence of Ann S. Boor and Barry J. Caver, the undersigned competent witnesses, that he executed the above and foregoing instrument in the presence of the undersigned witnesses 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 Appearer has executed these presents together with me, Notary, and the undersigned competent witnesses, at my office in the County and State aforesaid, on this _____ day of May, 1992. WITNESS: /s/ Ann S. Boor /s/ Marc J. Shapiro - ---------------------- ---------------------- Ann S. Boor Marc J. Shapiro /s/ Barry J. Caver /s/ Indecipherable - ---------------------- ---------------------- Barry J. Caver NOTARY PUBLIC My commission expires: 03/20/94 -------- 11 STATE OF TEXAS (S) (S) COUNTY OF HARRIS (S) BEFORE ME, the undersigned Notary Public, duly commissioned and qualified within and for the State and County aforesaid, personally came and appeared J. T. Trotter, in his capacity as Trust Manager of Weingarten Realty Investors, and acknowledged to me, Notary, in the presence of Corrine Maldonado and Patricia L. Joliet, the undersigned competent witnesses, that he executed the above and foregoing instrument in the presence of the undersigned witnesses 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 Appearer has executed these presents together with me, Notary, and the undersigned competent witnesses, at my office in the County and State aforesaid, on this 27th day of May, 1992. WITNESS: /s/ Corrine Maldonado /s/ J. T. Trotter - -------------------------- ---------------------- Corrine Maldonado J. T. Trotter /s/ Patricia L. Joliet /s/ Kathy M. Kyle - -------------------------- ---------------------- Patricia L. Joliet NOTARY PUBLIC My commission expires: 04/22/96 -------- 12 EX-3.3 4 2ND AMEND. OF THE RESTATED DECLARATION TRUST EXHIBIT 3.3 SECOND AMENDMENT TO THE RESTATED DECLARATION OF TRUST OF WEINGARTEN REALTY INVESTORS The undersigned, acting as the Trust Managers of Weingarten Realty Investors, a real estate investment trust formed under the Texas Real Estate Investment Trust Act (the "Texas REIT Act"), hereby adopt the following amendment to the Restated Declaration of Trust for such trust which amendment replaces in its entirety the following Article of the Restated Declaration of Trust for such trust. ARTICLE FIVE The names and mailing addresses of the Trust Managers are as follows: Name Mailing Address --------------- ----------------------------------- Stanford Alexander Weingarten Realty Investors 2600 Citadel Plaza Drive, Suite 300 Houston, Texas 77008 Andrew M. Alexander Weingarten Realty Investors 2600 Citadel Plaza Drive, Suite 300 Houston, Texas 77008 Robert Cruikshank River Oaks Trust 2001 Kirby, Box 106 Houston, Texas 77019 Martin Debrovner Weingarten Realty Investors 2600 Citadel Plaza Drive, Suite 300 Houston, Texas 77008 Melvin A. Dow Dow, Cogburn & Freidman, P.C. Nine Greenway Plaza, Suite 2300 Houston, Texas 77046 Stephen A. Lasher The GulfStar Group 3850 NCNB Center 700 Louisiana Houston, Texas 77002 Joseph W. Robertson, Jr. Weingarten Realty Investors 2600 Citadel Plaza Drive, Suite 300 Houston, Texas 77008 Douglas W. Schnitzer Senterra Development Twelve Greenway Plaza Suite 1400 Houston, Texas 77046 Marc J. Shapiro Texas Commerce Bank 707 Travis, 2nd Floor Houston, Texas 77002 J. T. Trotter First Interstate Bank Plaza Suite 3600 1000 Louisiana at McKinney Houston, Texas 77002 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 2 IN WITNESS WHEREOF, the undersigned Trust Managers do hereby execute this Second Amendment to the Restated Declaration of Trust as of the 28th day of June, 1998. /s/ Stanford Alexander ---------------------- STANFORD ALEXANDER /s/ Andrew M. Alexander ----------------------- ANDREW M. ALEXANDER /s/ Robert Cruikshank --------------------- ROBERT CRUIKSHANK /s/ Martin Debrovner -------------------- MARTIN DEBROVNER /s/ Melvin A. Dow ----------------- MELVIN A. DOW /s/ Stephen A. Lasher --------------------- STEPHEN A. LASHER /s/ Joseph W. Robertson, Jr. ---------------------------- JOSEPH W. ROBERTSON, JR. /s/ Douglas W. Schnitzer ------------------------ DOUGLAS W. SCHNITZER /s/ Marc J. Shapiro ------------------- MARC J. SHAPIRO /s/ J. T. Trotter ----------------- J. T. TROTTER 3 THE STATE OF TEXAS (S) (S) COUNTY OF HARRIS (S) BEFORE ME, the undersigned Notary Public, duly commissioned and qualified within and for the State and County aforesaid, personally came and appeared STANFORD ALEXANDER, in his capacity as Trust Manager of Weingarten Realty Investors, and acknowledged to me, Notary, in the presence of Kim Stawicki and Edward Jones, the undersigned competent witnesses, that he executed the above and foregoing instrument in the presence of the undersigned witnesses 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 Appearer has executed these presents together with me, Notary, and the undersigned competent witnesses, at my office in the County and State aforesaid, on this 31st day of July, 1998. WITNESS: /s/ Kim Stawicki /s/ Marc Shapiro - ---------------- ---------------- STANFORD ALEXANDER /s/ Edward Jones /s/ Johanna Reichert - ---------------- -------------------- NOTARY PUBLIC My commission expires: December 31, 1998 ----------------- 4 THE STATE OF TEXAS (S) (S) COUNTY OF HARRIS (S) BEFORE ME, the undersigned Notary Public, duly commissioned and qualified within and for the State and County aforesaid, personally came and appeared ANDREW M. ALEXANDER, in his capacity as Trust Manager of Weingarten Realty Investors, and acknowledged to me, Notary, in the presence of Stephen C. Richter and Jose Shafer, the undersigned competent witnesses, that he executed the above and foregoing instrument in the presence of the undersigned witnesses 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 Appearer has executed these presents together with me, Notary, and the undersigned competent witnesses, at my office in the County and State aforesaid, on this 28th day of July, 1998. WITNESS: /s/ Stephen C. Richter /s/ Andrew M. Alexander - ---------------------- ----------------------- ANDREW M. ALEXANDER /s/ Joe Shafer /s/ Jane B. Scott - -------------- ----------------- NOTARY PUBLIC My commission expires: 10/29/98 -------- 5 THE STATE OF TEXAS (S) (S) COUNTY OF HARRIS (S) BEFORE ME, the undersigned Notary Public, duly commissioned and qualified within and for the State and County aforesaid, personally came and appeared ROBERT CRUIKSHANK, in his capacity as Trust Manager of Weingarten Realty Investors, and acknowledged to me, Notary, in the presence of Stephen C. Richter and Joe Shafer, the undersigned competent witnesses, that he executed the above and foregoing instrument in the presence of the undersigned witnesses 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 Appearer has executed these presents together with me, Notary, and the undersigned competent witnesses, at my office in the County and State aforesaid, on this 28th day of July, 1998. WITNESS: /s/ Stephen C. Richter /s/ Robert J. Cruikshank - ---------------------- ------------------------ ROBERT CRUIKSHANK /s/ Joe Shafer /s/ Jane B. Scott - -------------- ----------------- NOTARY PUBLIC My commission expires: 10/29/98 -------- 6 THE STATE OF TEXAS (S) (S) COUNTY OF HARRIS (S) BEFORE ME, the undersigned Notary Public, duly commissioned and qualified within and for the State and County aforesaid, personally came and appeared MARTIN DEBROVNER, in his capacity as Trust Manager of Weingarten Realty Investors, and acknowledged to me, Notary, in the presence of Stephen C. Richter and Joe Shafer, the undersigned competent witnesses, that he executed the above and foregoing instrument in the presence of the undersigned witnesses 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 Appearer has executed these presents together with me, Notary, and the undersigned competent witnesses, at my office in the County and State aforesaid, on this 28th day of July, 1998. WITNESS: /s/ Stephen C. Richter /s/ Martin Debrovner - ---------------------- -------------------- MARTIN DEBROVNER /s/ Joe Shafer /s/ Jane B. Scott - -------------- ----------------- NOTARY PUBLIC My commission expires: 10/29/98 -------- 7 THE STATE OF TEXAS (S) (S) COUNTY OF HARRIS (S) BEFORE ME, the undersigned Notary Public, duly commissioned and qualified within and for the State and County aforesaid, personally came and appeared MELVIN A. DOW, in his capacity as Trust Manager of Weingarten Realty Investors, and acknowledged to me, Notary, in the presence of Stephen C. Richter and Joe Shafer, the undersigned competent witnesses, that he executed the above and foregoing instrument in the presence of the undersigned witnesses 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 Appearer has executed these presents together with me, Notary, and the undersigned competent witnesses, at my office in the County and State aforesaid, on this 28th day of July, 1998. WITNESS: /s/ Stephen C. Richter /s/ Melvin A. Dow - ---------------------- ----------------- MELVIN A. DOW /s/ Joe Shafer /s/ Jane B. Scott - -------------- ----------------- NOTARY PUBLIC My commission expires: 10/29/98 -------- 8 THE STATE OF TEXAS (S) (S) COUNTY OF HARRIS (S) BEFORE ME, the undersigned Notary Public, duly commissioned and qualified within and for the State and County aforesaid, personally came and appeared STEPHEN A. LASHER, in his capacity as Trust Manager of Weingarten Realty Investors, and acknowledged to me, Notary, in the presence of Stephen C. Richter and Joe Shafer, the undersigned competent witnesses, that he executed the above and foregoing instrument in the presence of the undersigned witnesses 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 Appearer has executed these presents together with me, Notary, and the undersigned competent witnesses, at my office in the County and State aforesaid, on this 28th day of July, 1998. WITNESS: /s/ Stephen C. Richter /s/ Stephen A. Lasher - ---------------------- --------------------- STEPHEN A. LASHER /s/ Joe Shafer /s/ Jane B. Scott - -------------- ----------------- NOTARY PUBLIC My commission expires: 10/29/98 -------- 9 THE STATE OF TEXAS (S) (S) COUNTY OF HARRIS (S) BEFORE ME, the undersigned Notary Public, duly commissioned and qualified within and for the State and County aforesaid, personally came and appeared JOSEPH W. ROBERTSON, JR., in his capacity as Trust Manager of Weingarten Realty Investors, and acknowledged to me, Notary, in the presence of Stephen C. Richter and Joe Shafer, the undersigned competent witnesses, that he executed the above and foregoing instrument in the presence of the undersigned witnesses 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 Appearer has executed these presents together with me, Notary, and the undersigned competent witnesses, at my office in the County and State aforesaid, on this 28th day of July, 1998. WITNESS: /s/ Stephen C. Richter /s/ Joseph W. Robertson, Jr. - ---------------------- ---------------------------- JOSEPH W. ROBERTSON, JR. /s/ Joe Shafer /s/ Jane B. Scott - -------------- ----------------- NOTARY PUBLIC My commission expires: 10/29/98 -------- 10 THE STATE OF TEXAS (S) (S) COUNTY OF HARRIS (S) BEFORE ME, the undersigned Notary Public, duly commissioned and qualified within and for the State and County aforesaid, personally came and appeared DOUGLAS W. SCHNITZER, in his capacity as Trust Manager of Weingarten Realty Investors, and acknowledged to me, Notary, in the presence of Stephen C. Richter and Joe Shafer, the undersigned competent witnesses, that he executed the above and foregoing instrument in the presence of the undersigned witnesses 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 Appearer has executed these presents together with me, Notary, and the undersigned competent witnesses, at my office in the County and State aforesaid, on this 28th day of July, 1998. WITNESS: /s/ Stephen C. Richter /s/ Douglas W. Schnitzer - ---------------------- ------------------------ DOUGLAS W. SCHNITZER /s/ Joe Shafer /s/ Jane B. Scott - -------------- ----------------- NOTARY PUBLIC My commission expires: 10/29/98 -------- 11 THE STATE OF NEW YORK (S) (S) COUNTY OF NEW YORK (S) BEFORE ME, the undersigned Notary Public, duly commissioned and qualified within and for the State and County aforesaid, personally came and appeared MARC SHAPIRO, in his capacity as Trust Manager of Weingarten Realty Investors, and acknowledged to me, Notary, in the presence of Kim Stawicki and Edward Jones, the undersigned competent witnesses, that he executed the above and foregoing instrument in the presence of the undersigned witnesses 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 Appearer has executed these presents together with me, Notary, and the undersigned competent witnesses, at my office in the County and State aforesaid, on this 28th day of July, 1998. WITNESS: /s / Kim Stawicki /s/ Marc Shapiro - ----------------- ---------------- MARC SHAPIRO /s/ Edward Jones /s/ Johanna Reichert - ---------------- -------------------- NOTARY PUBLIC My commission expires: 12/31/98 -------- 12 THE STATE OF TEXAS (S) (S) COUNTY OF HARRIS (S) BEFORE ME, the undersigned Notary Public, duly commissioned and qualified within and for the State and County aforesaid, personally came and appeared J. T. TROTTER, in his capacity as Trust Manager of Weingarten Realty Investors, and acknowledged to me, Notary, in the presence of Stephen C. Richter and Joe Shafer, the undersigned competent witnesses, that he executed the above and foregoing instrument in the presence of the undersigned witnesses 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 Appearer has executed these presents together with me, Notary, and the undersigned competent witnesses, at my office in the County and State aforesaid, on this 28th day of July, 1998. WITNESS: /s/ Stephen C. Richter /s/ J. T. Trotter - ---------------------- ----------------- J. T. TROTTER /s/ Joe Shafer /s/ Jane B. Scott - -------------- ----------------- NOTARY PUBLIC My commission expires: 10/29/98 -------- 13 EX-3.4 5 3RD AMEND. OF THE RESTATED DECLARATION OF TRUST EXHIBIT 3.4 THIRD AMENDMENT TO THE RESTATED DECLARATION OF TRUST OF WEINGARTEN REALTY INVESTORS The undersigned, acting as the Trust Managers of Weingarten Realty Investors, a Texas real estate investment trust (the "Trust"), hereby adopt the following amendment to the Restated Declaration of Trust of the Trust which amendment shall replace in its entirety the first paragraph of Article Seven of the Restated Declaration of Trust: ARTICLE SEVEN The aggregate number of shares of beneficial interest which the Trust shall have authority to issue is 150,000,000 common shares, $0.03 par value ("Common Shares"), and 10,000,000 preferred shares, $0.03 par value ("Preferred Shares"). All of the Common Shares shall be equal in all respects to every other such Common Share, and shall have no preference, conversion, exchange or preemptive rights. IN WITNESS WHEREOF, the undersigned Trust Managers do hereby execute this Third Amendment to the Restated Declaration of Trust as of the 27th day of October, 1998. /s/ Stanford Alexander /s/ Joseph W. Robertson, Jr. - ---------------------- ---------------------------- STANFORD ALEXANDER JOSEPH W. ROBERTSON, JR. /s/ Andrew A. Alexander /s/ Douglas W. Schnitzer - ----------------------- ------------------------ ANDREW M. ALEXANDER DOUGLAS W. SCHNITZER /s/ Martin Debrovner /s/ Marc J. Shapiro - -------------------- ------------------- MARTIN DEBROVNER MARC J. SHAPIRO /s/ Melvin A. Dow /s/ J. T. Trotter - ----------------- ----------------- MELVIN A. DOW J. T. TROTTER /s/ Stephen A. Lasher /s/ Robert Cruikshank - --------------------- --------------------- STEPHEN A. LASHER ROBERT CRUIKSHANK THE STATE OF TEXAS (S) (S) COUNTY OF HARRIS (S) BEFORE ME, the undersigned Notary Public, duly commissioned and qualified within and for the State and County aforesaid, personally came and appeared STANFORD ALEXANDER, in his capacity as Trust Manager of Weingarten Realty Investors, and acknowledged to me, Notary, in the presence of Mary Donaldson and Sharon Biel, the undersigned competent witnesses, that he executed the above and foregoing instrument in the presence of the undersigned witnesses 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 Appearer has executed these presents together with me, Notary, and the undersigned competent witnesses, at my office in the County and State aforesaid, on this 27th day of October, 1998. WITNESS: /s/ Mary Donaldson /s/ Stanford Alexander - ------------------ ---------------------- STANFORD ALEXANDER /s/ Sharon Biel /s/ Jane B. Scott - --------------- ----------------- NOTARY PUBLIC My commission expires: 10/29/98 -------- THE STATE OF TEXAS (S) (S) COUNTY OF HARRIS (S) BEFORE ME, the undersigned Notary Public, duly commissioned and qualified within and for the State and County aforesaid, personally came and appeared ANDREW M. ALEXANDER, in his capacity as Trust Manager of Weingarten Realty Investors, and acknowledged to me, Notary, in the presence of Mary Donaldson and Sharon Biel, the undersigned competent witnesses, that he executed the above and foregoing instrument in the presence of the undersigned witnesses 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 Appearer has executed these presents together with me, Notary, and the undersigned competent witnesses, at my office in the County and State aforesaid, on this 27th day of October, 1998. WITNESS: /s/ Mary Donaldson /s/ Andrew M. Alexander - ------------------ ----------------------- ANDREW M. ALEXANDER /s/ Sharon Biel /s/ Jane B. Scott - --------------- ----------------- NOTARY PUBLIC My commission expires: 10/29/02 -------- THE STATE OF TEXAS (S) (S) COUNTY OF HARRIS (S) BEFORE ME, the undersigned Notary Public, duly commissioned and qualified within and for the State and County aforesaid, personally came and appeared ROBERT CRUIKSHANK, in his capacity as Trust Manager of Weingarten Realty Investors, and acknowledged to me, Notary, in the presence of Mary Donaldson and Sharon Biel, the undersigned competent witnesses, that he executed the above and foregoing instrument in the presence of the undersigned witnesses 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 Appearer has executed these presents together with me, Notary, and the undersigned competent witnesses, at my office in the County and State aforesaid, on this 27th day of October, 1998. WITNESS: /s/ Mary Donaldson /s/ Robert Cruikshank - ------------------ --------------------- ROBERT CRUIKSHANK /s/ Sharon Biel /s/ Jane B. Scott - --------------- ----------------- NOTARY PUBLIC My commission expires: 10/29/98 -------- THE STATE OF TEXAS (S) (S) COUNTY OF HARRIS (S) BEFORE ME, the undersigned Notary Public, duly commissioned and qualified within and for the State and County aforesaid, personally came and appeared MARTIN DEBROVNER, in his capacity as Trust Manager of Weingarten Realty Investors, and acknowledged to me, Notary, in the presence of Mary Donaldson and Sharon Biel, the undersigned competent witnesses, that he executed the above and foregoing instrument in the presence of the undersigned witnesses 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 Appearer has executed these presents together with me, Notary, and the undersigned competent witnesses, at my office in the County and State aforesaid, on this 27th day of October, 1998. WITNESS: /s/ Mary Donaldson /s/ Martin Debrovner - ------------------ -------------------- MARTIN DEBROVNER /s/ Sharon Biel /s/ Jane B. Scott - --------------- ----------------- NOTARY PUBLIC My commission expires: 10/20/02 -------- THE STATE OF TEXAS (S) (S) COUNTY OF HARRIS (S) BEFORE ME, the undersigned Notary Public, duly commissioned and qualified within and for the State and County aforesaid, personally came and appeared MELVIN A. DOW, in his capacity as Trust Manager of Weingarten Realty Investors, and acknowledged to me, Notary, in the presence of Mary Donaldson and Sharon Biel, the undersigned competent witnesses, that he executed the above and foregoing instrument in the presence of the undersigned witnesses 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 Appearer has executed these presents together with me, Notary, and the undersigned competent witnesses, at my office in the County and State aforesaid, on this 27th day of October, 1998. WITNESS: /s/ Mary Donaldson /s/ Melvin A. Dow - ------------------ ----------------- MELVIN A. DOW /s/ Sharon Biel /s/ Jane B. Scott - --------------- ----------------- NOTARY PUBLIC My commission expires: 10/29/98 -------- THE STATE OF TEXAS (S) (S) COUNTY OF HARRIS (S) BEFORE ME, the undersigned Notary Public, duly commissioned and qualified within and for the State and County aforesaid, personally came and appeared STEPHEN A. LASHER, in his capacity as Trust Manager of Weingarten Realty Investors, and acknowledged to me, Notary, in the presence of Mary Donaldson and Sharon Biel, the undersigned competent witnesses, that he executed the above and foregoing instrument in the presence of the undersigned witnesses 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 Appearer has executed these presents together with me, Notary, and the undersigned competent witnesses, at my office in the County and State aforesaid, on this 27th day of October, 1998. WITNESS: /s/ Mary Donaldson /s/ Stephen A. Lasher - ------------------ --------------------- STEPHEN A. LASHER ./s/ Sharon Biel /s/ Jane B. Scott - ---------------- ----------------- NOTARY PUBLIC My commission expires: 10/29/02 -------- THE STATE OF TEXAS (S) (S) COUNTY OF HARRIS (S) BEFORE ME, the undersigned Notary Public, duly commissioned and qualified within and for the State and County aforesaid, personally came and appeared JOSEPH W. ROBERTSON, JR., in his capacity as Trust Manager of Weingarten Realty Investors, and acknowledged to me, Notary, in the presence Mary Donaldson and Sharon Biel, he undersigned competent witnesses, that he executed the above and foregoing instrument in the presence of the undersigned witnesses 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 Appearer has executed these presents together with me, Notary, and the undersigned competent witnesses, at my office in the County and State aforesaid, on this 27th day of October, 1998. WITNESS: /s/ Mary Donaldson /s/ Joseph W. Robertson, Jr. - ------------------ ---------------------------- JOSEPH W. ROBERTSON, JR. /s/ Sharon Biel /s/ Jane B. Scott - --------------- ----------------- NOTARY PUBLIC My commission expires: 10/29/02 -------- THE STATE OF TEXAS (S) (S) COUNTY OF HARRIS (S) BEFORE ME, the undersigned Notary Public, duly commissioned and qualified within and for the State and County aforesaid, personally came and appeared DOUGLAS W. SCHNITZER, in his capacity as Trust Manager of Weingarten Realty Investors, and acknowledged to me, Notary, in the presence of the Jane Garcia and Sharon Biel, the undersigned competent witnesses, that he executed the above and foregoing instrument in the presence of the undersigned witnesses 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 Appearer has executed these presents together with me, Notary, and the undersigned competent witnesses, at my office in the County and State aforesaid, on this 27th day of October, 1998. WITNESS: /s/ Diane Garcia /s/ Douglas W. Schnitzer - ---------------- ------------------------ DOUGLAS W. SCHNITZER /s/ Sharon Biel /s/ Jane B. Scott - --------------- ----------------- NOTARY PUBLIC My commission expires: 10/20/02 -------- THE STATE OF NEW YORK (S) (S) COUNTY OF NEW YORK (S) BEFORE ME, the undersigned Notary Public, duly commissioned and qualified within and for the State and County aforesaid, personally came and appeared MARC SHAPIRO, in his capacity as Trust Manager of Weingarten Realty Investors, and acknowledged to me, Notary, in the presence of Kim Stawicki and Gloria Miranda, the undersigned competent witnesses, that he executed the above and foregoing instrument in the presence of the undersigned witnesses 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 Appearer has executed these presents together with me, Notary, and the undersigned competent witnesses, at my office in the County and State aforesaid, on this 27th day of October, 1998. WITNESS: /s/ Kim Stawicki /a/ Marc Shapiro - ---------------- ---------------- MARC SHAPIRO /s/ Gloria Miranda /s/ Johanna Reichert - ------------------ -------------------- NOTARY PUBLIC My commission expires: 12/31/98 -------- THE STATE OF TEXAS (S) (S) COUNTY OF HARRIS (S) BEFORE ME, the undersigned Notary Public, duly commissioned and qualified within and for the State and County aforesaid, personally came and appeared J. T. TROTTER, in his capacity as Trust Manager of Weingarten Realty Investors, and acknowledged to me, Notary, in the presence of Mary Donaldson and Sharon Biel, the undersigned competent witnesses, that he executed the above and foregoing instrument in the presence of the undersigned witnesses 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 Appearer has executed these presents together with me, Notary, and the undersigned competent witnesses, at my office in the County and State aforesaid, on this 27th day of October, 1998. WITNESS: /s/ Mary Donaldson /s/ J. T. Trotter - ------------------ ----------------- J. T. TROTTER /s/ Sharon Biel /s/ Jane B. Scott - --------------- ----------------- NOTARY PUBLIC My commission expires: 10/29/02 -------- EX-4.1 6 STATEMENT OF DESIGNATION EXHIBIT 4.1 STATEMENT OF DESIGNATION OF 7.00% SERIES C CUMULATIVE REDEEMABLE PREFERRED SHARES OF WEINGARTEN REALTY INVESTORS ARTICLE ONE WEINGARTEN REALTY INVESTORS (the "Company"), pursuant to the provisions of Section 3.30 of the Texas Real Estate Investment Trust Act (the "TREITA"), hereby files this Statement of Designation of 7.00% Series C Cumulative Redeemable Preferred Shares of the Company (the "Statement") prior to the issuance of any shares of 7.00% Series C Cumulative Redeemable Preferred Shares, such series of unissued shares having been established by a resolution duly adopted by all necessary action on the part of the Company and the Board of Trust Managers, as provided for in the Restated Declaration of Trust, as amended ("Declaration of Trust"). 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 and Section 3.30 of the TREITA, the Board of Trust Managers, pursuant to Section 10.20 of the TREITA, adopted a resolution establishing the 7.00% Series C Cumulative Redeemable Preferred Shares of the Company and designating the series 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 (the "Designating Resolution"). ARTICLE FOUR The Designating Resolution was adopted effective as of January 14, 1999. ARTICLE FIVE The Designating Resolution was duly adopted by all necessary action on the part of the Company. IN WITNESS WHEREOF, the undersigned officer has executed this Statement effective as of January 14, 1999. By: /s/ Stephen C. Richter --------------------------------------- Name: Stephen C. Richter --------------------------------------- Title: Senior Vice President and Treasurer ----------------------------------- THE STATE OF TEXAS (S) (S) COUNTY OF HARRIS (S) 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 Senior Vice President and Treasurer 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, and the undersigned competent witnesses, at my office in the County and State aforesaid, on this 14th day of January, 1999. /s/ Stephen C. Richter -------------------------------------- STEPHEN C. RICHTER /s/ Jane B. Scott -------------------------------------- NOTARY PUBLIC My commission expires: -------------------------------------- 2 EXHIBIT A DESIGNATING RESOLUTION BOARD OF TRUST MANAGERS WEINGARTEN REALTY INVESTORS JANUARY 14, 1999 AUTHORIZATION OF 7.00% SERIES C CUMULATIVE REDEEMABLE PREFERRED SHARES WHEREAS, the Board of Trust Managers of the Company has deemed it to be in the best interest 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 of the Company, a series of preferred shares, par value $.03 per share, is hereby established, and the terms of the same shall be as follows: (I) TITLE. The series of preferred shares is hereby designated as the "7.00% Series C Cumulative Redeemable Preferred Shares" (the "Series C Preferred Shares"). (II) NUMBER. The maximum number of authorized shares of the Series C Preferred Shares shall be 2,300,000. (III) RELATIVE SENIORITY. In respect of rights to receive dividends and to participate in distributions of payments in the event of any liquidation, dissolution or winding up of the Company, the Series C Preferred Shares shall rank on parity with the 7.44% Series A Cumulative Redeemable Preferred Shares (the "Series A Preferred Shares") and the 7.125% Series B Cumulative Redeemable Preferred Shares (the "Series B Preferred Shares") and senior to the common shares and any other class or series of shares of the Company ranking, as to dividends and upon liquidation, junior to the Series C Preferred Shares (collectively, "Junior Shares"). (IV) DIVIDENDS. (A) The holders of the then outstanding Series C Preferred Shares shall be entitled to receive, when and as declared by the Board of Trust Managers out of any funds legally available therefor, cumulative dividends at the rate of $3.50 per share per year, payable in equal amounts quarterly in cash on the 15th day of each March, June, September and December or, if not a Business Day (as hereinafter defined), the next succeeding Business Day (each such day being hereafter called a "Quarterly Dividend Date" and each period ending on a Quarterly Dividend Date being hereinafter 3 called a "Dividend Period"). Dividends shall begin to accrue on the date of issuance of the Series C Preferred Shares and shall first be paid on March 15, 1999. Dividends shall be payable to holders of record as they appear in the share records of the Company at the close of business on the applicable record date (the "Record Date"), which shall be the date designated by the Board of Trust Managers of the Company for the payment of dividends that is not more than 30 nor less than 10 days prior to such Quarterly Dividend Date. The amount of any dividend payable for any Dividend Period shorter than a full Dividend Period shall be prorated and computed on the basis of a 360-day year of twelve 30-day months. Dividends paid on the Series C Preferred Shares in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a per share basis among the Series C Preferred Shares. Except as provided in section (VI)(B)(v) and the last sentence of this paragraph, unless the full cumulative dividends on the Series C Preferred Shares have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for payment for all past dividend periods and the then current dividend period, no dividends (other than dividends payable solely in common shares or other capital shares of the Company ranking junior to the Series C Preferred Shares as to dividends and upon liquidation) shall be declared or paid or set aside for payment or other distribution made upon the common shares or any other capital shares of the Company ranking junior to or on a parity with the Series C Preferred Shares as to dividends or upon liquidation, nor shall any common shares, or any other capital shares of the Company ranking junior to or on parity with the Series C Preferred Shares as to dividends or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of such shares) by the Company or any subsidiary of the Company (except by conversion into or exchange for such capital shares of the Company ranking junior to the Series C Preferred Shares as to dividends and upon liquidation). If accrued dividends on the Series C Preferred Shares for all prior dividend periods have not been paid in full, then any dividend declared on the Series C Preferred Shares for any dividend period and on any series of preferred shares at the time outstanding ranking on a parity as to the dividends with the Series C Preferred Shares will be declared ratably in proportion to accrued and unpaid dividends on the Series C Preferred Shares and such series of preferred shares at the time outstanding ranking on a parity as to dividends with the Series C Preferred Shares. "Business Day" shall mean any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions in New York City are authorized or required by law, regulation or executive order to close. (B) The amount of any dividends accrued on any Series C Preferred Shares at any Quarterly Dividend Date shall be the amount of any unpaid dividends accumulated thereon, to and including such Quarterly Dividend Date, whether or not earned or declared, and the amount of dividends accrued on any shares of Series C Preferred Shares at any date other than a Quarterly Dividend Date shall be equal to the sum of the amount of any unpaid dividends accumulated thereon, to and including the last preceding Quarterly Dividend Date, whether or not earned or declared, plus an amount calculated on the basis of the annual dividend rate of $3.50 per share for the period after such last preceding Quarterly Dividend Date to and including the date as of which the calculation 4 is made based on a 360-day year of twelve 30-day months. (C) Except as provided in this resolution, the Series C Preferred Shares will not be entitled to any dividends in excess of full cumulative dividends as described above and shall not be entitled to participate in the earnings or assets of the Company, and no interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments on the Series C Preferred Shares which may be in arrears. (D) Any dividend payment made on the Series C Preferred Shares shall be first credited against the earliest accrued but unpaid dividend due with respect to such shares which remains payable. (E) If, for any taxable year, the Company elects to designate as "capital gain dividends" (as defined in Section 857 of the Internal Revenue Code of 1986, as amended (the "Code")), any portion (the "Capital Gains Amount") of the dividends paid or made available for the year to holders of all classes of shares (the "Total Dividends"), then the portion of the Capital Gains Amount that shall be allocated to the holders of the Series C Preferred Shares shall equal (i) the Capital Gains Amount multiplied by (ii) a fraction that is equal to (a) the total dividends paid or made available to the holders of the Series C Preferred Shares for the year over (b) the Total Dividends. Subject to the provisions of applicable law, the current and accumulated earnings and profits of the Company will be allocated first to distributions to the Series C Preferred Shares, the Series A Preferred Shares, the Series B Preferred Shares and such other series of preferred shares ranking on parity as to dividends on an equal basis and then to distributions with respect to common shares of the Company. (F) No dividends on the Series C Preferred Shares shall be authorized by the Board of Trust Managers or be paid or set apart for payment by the Company at such time as the terms and provisions of any agreement of the Company, including any agreement relating to its indebtedness, prohibit such authorization, payment or setting apart for payment or provide that such authorization, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such authorization or payment shall be restricted or prohibited by law. Notwithstanding the foregoing, dividends on the Series C Preferred Shares will accrue whether or not the Company has earnings, whether or not there are funds legally available for the payment of such dividends and whether or not such dividends are authorized. (V) LIQUIDATION RIGHTS. (A) Upon the voluntary or involuntary dissolution, liquidation or winding up of the Company, the holders of the Series C Preferred Shares then outstanding shall be entitled to receive and to have paid out of the assets of the Company available for distribution to its shareholders, before any payment or distribution shall be made on any Junior Shares, the amount of $50.00 per share, plus accrued and unpaid dividends thereon. (B) After the payment to the holders of the Series C Preferred Shares of the full 5 preferential amounts provided for in this resolution, the holders of the Series C Preferred Shares, as such, shall have no right or claim to any of the remaining assets of the Company. (C) If, upon any voluntary or involuntary dissolution, liquidation, or winding up of the Company, the amounts payable with respect to the preference value of the Series C Preferred Shares and any other shares of the Company ranking as to any such distribution on a parity with the Series C Preferred Shares are not paid in full, the holders of the Series C 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 preference amounts to which they are entitled. (D) Neither the sale, lease, transfer or conveyance of all or substantially all of the property or business of the Company, nor the merger or consolidation of the Company into or with any other entity or the merger or consolidation of any other entity into or with the Company, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes of this resolution. (VI) REDEMPTION. (A) OPTIONAL REDEMPTION BY THE COMPANY. On and after March 15, 2004, the Company may, at its option, redeem at any time all or, from time to time, part of the Series C Preferred Shares at a price per share (the "Redemption Price"), payable in cash, of $50.00, together with all accrued and unpaid dividends to and including the date fixed for redemption (the "Redemption Date"), without interest, to the full extent the Company has funds legally available therefor. The Series C Preferred Shares have no stated maturity and will not be subject to any sinking fund or mandatory redemption provisions, except as provided for in subparagraph (IX) below. (B) PROCEDURES OF COMPANY REDEMPTION. (i) Notice of redemption will be given by publication in a newspaper of general circulation in the City of New York, such publication to be made once a week for two successive weeks commencing not less than 30 nor more than 60 days prior to the Redemption Date. Notice of any redemption will also be mailed by the transfer agent, postage prepaid, not less than 30 nor more than 60 days prior to the Redemption Date, addressed to each holder of record of the Series C Preferred Shares to be redeemed at the address set forth in the share transfer records of the transfer agent. No failure to give such notice or any defect therein or in the mailing thereof shall affect the validity of the proceedings for the redemption of any Series C Preferred Shares except as to the holder to whom the Company has failed to give notice or except as to the holder to whom notice was defective. In addition to any information required by law or by the applicable rules of any exchange upon which Series C Preferred Shares may be listed or admitted to trading, such notice shall state: (a) the Redemption Date; (b) the Redemption Price; (c) the number of Series C Preferred Shares to be redeemed; (d) the place or places where certificates for such shares are to be surrendered for payment of the Redemption Price; and (e) that dividends on the shares to be redeemed will cease to accumulate on the Redemption Date. If fewer than all of the Series C Preferred Shares held by any 6 holder are to be redeemed, the notice mailed to such holder shall also specify the number of Series C Preferred Shares to be redeemed from such holder. (ii) If notice has been mailed in accordance with subparagraph (VI)(B)(i) above and provided that on or before the Redemption Date specified in such notice all funds necessary for such redemption shall have been irrevocably set aside by the Company, separate and apart from its other funds in trust for the pro rata benefit of the holders of the Series C Preferred Shares so called for redemption, so as to be, and to continue to be available therefor, then, from and after the Redemption Date, dividends on the Series C Preferred Shares so called for redemption shall cease to accumulate, and said shares shall no longer be deemed to be outstanding and shall not have the status of Series C Preferred Shares and all rights of the holders thereof as shareholders of the Company (except the right to receive the Redemption Price) shall cease. Upon surrender, in accordance with such notice, the certificate for any Series C Preferred Shares so redeemed (properly endorsed or assigned for transfer, if the Company shall so require and the notice shall so state), such Series C Preferred Shares shall be redeemed by the Company at the Redemption Price. In case fewer than all the Series C Preferred Shares represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed Series C Preferred Shares without cost to the holder thereof. (iii) Any funds deposited with a bank or trust company for the purpose of redeeming Series C Preferred Shares shall be irrevocable except that: (a) the Company shall be entitled to receive from such bank or trust company the interest or other earnings, if any, earned on any money so deposited in trust, and the holders of any shares redeemed shall have no claim to such interest or other earnings; and (b) any balance of monies so deposited by the Company and unclaimed by the holders of the Series C Preferred Shares entitled thereto at the expiration of two years from the applicable Redemption Date shall be repaid, together with any interest or other earnings earned thereon, to the Company, and after any such repayment, the holders of the shares entitled to the funds so repaid to the Company shall look only to the Company for payment without interest or other earnings. (iv) No Series C Preferred Shares may be redeemed except from proceeds from the sale of other capital stock of the Company, including but not limited to common shares, preferred shares, depositary shares, interests, participations or other ownership interests (however designated) and any rights (other than debt securities convertible into or exchangeable for equity securities) or options to purchase any of the foregoing. (v) Unless full accumulated dividends on all Series C Preferred Shares shall have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for payment for all past Dividend Periods and the then current Dividend Period, no Series C Preferred Shares shall be redeemed or purchased or otherwise acquired directly or indirectly by 7 the Company or any subsidiary of the Company (except by conversion into or exchange for capital shares of the company ranking junior to the Series C Preferred Shares as to dividends and upon liquidation) and no shares of any series of preferred shares of the Company shall be redeemed unless all outstanding Series C Preferred Shares are simultaneously redeemed; provided, however, that the foregoing shall not prevent the redemption of Series C Preferred Shares in accordance with the applicable provisions of Article XVIII of the Declaration of Trust of the Company or as may otherwise be necessary to preserve the Company's REIT status or the purchase or acquisition of Series C Preferred Shares pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding Series C Preferred Shares. (vi) If the Redemption Date is after a Record Date and before the related Quarterly Dividend Date, the dividend payable on such Quarterly Dividend Date shall be paid to the holder in whose name the Series C Preferred Shares to be redeemed are registered at the close of business on such Record Date notwithstanding the redemption thereof between such Record Date and the related Quarterly Dividend Date or the Company's default in the payment of the dividend due. (vii) In case of redemption of less than all Series C Preferred Shares at the time outstanding, the Series C Preferred Shares to be redeemed shall be selected pro rata from the holders of record of such shares in proportion to the number of Series C Preferred Shares held by such holders (with adjustments to avoid redemption of fractional shares) or by any other equitable method determined by the Company. Notwithstanding the foregoing, in the case of a Redemption Request (as defined below) which has not been fulfilled at the time the Company gives notice of its election to redeem all or any Series C Preferred Shares, the shares which are the subject of such pending Redemption Request shall be redeemed prior to any other Series C Preferred Shares. (C) OPTIONAL REDEMPTION UPON DEATH OF A HOLDER OF SERIES C PREFERRED SHARES. (i) Commencing on March 15, 1999, and on each June 15, September 15, December 15 and March 15 thereafter (each, a "Holder Redemption Date"), the Company will, upon the death of any registered owner of the Series C Preferred Shares, redeem such shares in exchange for cash or common shares of beneficial interest of the Company ("Common Shares"), at the Company's option. The Company shall redeem the Series C Preferred Shares subject to the limitations that the Company will not be obligated to redeem in any one year: (i) more than 69,000 outstanding Series C Preferred Shares during the period from March 15, 1999 through March 15, 2009; (ii) more than 46,000 outstanding Series C Preferred Shares during the period from March 16, 2009 through March 15, 2019; (iii) more than 23,000 outstanding Series C Preferred Shares at any time after March 16, 2019; and (iv) more than 500 Series C Preferred Shares per annum per deceased registered owner of Series C Preferred Shares (each a "Redemption Limitation" and collectively, the "Redemption Limitations"). The Redemption Limitations are cumulative; provided, however, that in any one year the amount of Series C Preferred Shares actually redeemed may not exceed 69,000 shares (the "Cumulative Annual Limitation"). Accordingly, the difference, if any, between a specific year's Redemption Limitation and the amount of Series C Preferred Shares actually redeemed in such year may be redeemed in a subsequent year, subject to the Cumulative Annual Limitation. The Cumulative Annual Limitation is also subject to quarterly redemption limitations. 8 The Company will redeem shares subject to the following cumulative limitation: (i) March 15 - up to 17,250 shares; (ii) June 15 - up to 34,500 shares; (iii) September 15 - up to 51,750 shares; and (iv) December 15 - up to 69,000 shares. (ii) A request for redemption of Series C Preferred Shares may be initiated by the personal representative or other person authorized to represent the estate of the deceased registered owner or from a surviving joint tenant(s) or tenant(s) by the entirety (each, a "Personal Representative"). At least 20 days prior to the Holder Redemption Date, the Personal Representative shall deliver: (a) a written request to the transfer agent, signed by the Personal Representative; (b) the Series C Preferred Shares to be redeemed if certificated, or if not, notice of the number of shares to be redeemed; (c) appropriate evidence of death and ownership of such Series C Preferred Shares at the time of death; and (d) appropriate evidence of the authority of such Personal Representative, all of which must be deemed acceptable by the transfer agent at least 10 days prior to the applicable Holder Redemption Date (collectively, the "Redemption Request"). A Redemption Request which exceeds any of the limitations set forth in Section (VI)(C)(i) will be held for redemption in subsequent years until redeemed in full. A Redemption Request will be applied in the order of receipt by the transfer agent to successive years, regardless of the number of years required to redeem such shares. All Redemption Requests will be redeemed in the order in which received by the transfer agent. (iii) The transfer agent may conclusively assume, without independent investigation, that the statements contained in each Redemption Request are true and correct and shall have no responsibility for reviewing any documents accompanying a Redemption Request or for determining whether the applicable decedent is in fact the registered owner of the Series C Preferred Shares to be redeemed or is in fact deceased and whether the Personal Representative is duly authorized to request redemption on behalf of the applicable registered owner. (iv) At the Company's option, the Series C Preferred Shares may be redeemed for either cash or Common Shares. If such shares are redeemed by the Company for cash, the redemption price of such shares is $50.00 per share (plus all accrued and unpaid dividends). If, however, such shares are redeemed by the Company for Common Shares, the redemption price will be $50.50 per Series C Preferred Share and the number of Common Shares received will be based on the closing price of the Series C Common Shares on the day prior to the Decedent Redemption Date (plus all accrued and unpaid dividends, which shall be paid in cash). No fractional Common Shares will be issued. In lieu of any fractional shares, the Company will pay cash in an amount equal to the product of such fraction multiplied by the closing price of one share on the day prior to the Decedent Redemption Date. (v) For purposes of this Section (VI)(C), Series C Preferred Shares held in tenancy by the entirety, joint tenancy or by tenants in common will be deemed to be held by a single registered owner and the death of a tenant by the entirety, joint tenant or tenant in common will be deemed the death of a registered owner. The death of a person who, during his lifetime, was entitled to substantially all of the rights of a registered owner of Series C Preferred Shares will be deemed the 9 death of the registered owner, regardless of the recordation of such shares on the records of the transfer agent, if such rights can be established to the satisfaction of the transfer agent and the Company. Such shares shall be deemed to exist in typical cases of nominee ownership, ownership under the Uniform Gifts to Minors Act or the Uniform Transfers to Minors Act, community property or other similar joint ownership arrangements, including individual retirement accounts or Keogh [H.R. 10] plans maintained solely by or for the decedent or by or for the decedent and any spouse, and trust and certain other arrangements where one person has substantially all of the rights of a registered owner during such person's lifetime. Series C Preferred Shares registered in the name of banks, trust companies or broker-dealers who are members of a national securities exchange or the National Association of Securities Dealers, Inc. ("Qualified Institutions"), are subject to the Redemption Limitations described above as applied to each Beneficial Owner (as defined herein) of such shares held by any Qualified Institution. In connection with the Redemption Request, each Qualified Institution must submit evidence, satisfactory to the transfer agent, that it holds the Series C Preferred Shares subject to request on behalf of such beneficial owner and must certify the aggregate amount of Redemption Requests made on behalf of such beneficial owner. A Beneficial Owner means the person who has the right to sell, transfer or otherwise dispose of the Series C Preferred Shares and the right to receive the proceeds therefrom payable to the registered owner thereof. In the case of any Redemption Request which is presented pursuant to Section (VI)(C) which has not been fulfilled at the time the Company gives notice of its election to redeem all, or part, of the Series C Preferred Shares pursuant to Sections (VI)(A) and (VI)(B) hereof, such shares shall be redeemed pursuant to such Sections (VI)(A) and (VI)(B) prior to any other shares of Series C Preferred Shares being redeemed. Any Redemption Request may be withdrawn by the Personal Representative presenting the same upon delivery of a written request for such withdrawal given to the transfer agent at least 10 days prior to payment for redemption of such shares pursuant to this Section (VI)(C). Any Personal Representative that withdraws its request for redemption shall no longer be entitled to exercise its rights under this Section (VI)(C). (VII) VOTING RIGHTS. Except as required by law, and as set forth below, the holders of the Series C Preferred Shares shall not be entitled to vote at any meeting of the shareholders for the election of Trust Managers or for any other purpose or otherwise to participate in any action taken by the Company or the shareholders thereof, or to receive notice of any meeting of shareholders. (A) Whenever dividends on any Series C Preferred Shares shall be in arrears for six or more quarterly periods, whether or not such quarterly periods are consecutive, the holders of such Series C 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) will be entitled to vote for the election of two additional Trust Managers of the Company at a special meeting called by the holders of record of at least ten percent (10%) of the Series C Preferred Shares 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) or at the next annual meeting of shareholders, and at each subsequent annual meeting until all dividends accumulated on such Series C Preferred Shares for the past dividend periods and the then current dividend period shall have been fully paid or declared and a sum sufficient for the payment thereof set aside for payment. In such case, the entire Board of Trust Managers of the Company will be increased by two Trust Managers. 10 (B) So long as any Series C Preferred Shares remain outstanding, the Company will not, without the affirmative vote or consent of the holders of at least two-thirds of the Series C Preferred Shares outstanding at the time, given in person or by proxy, either in writing or at a meeting (such series voting separately as a class), (i) authorize or create, or increase the authorized or issued amount of, any class or series of shares of capital stock ranking prior to the Series C Preferred Shares with respect to the payment of dividends or the distribution of assets upon liquidation, dissolution or winding up or reclassify any authorized shares of the Company into such shares, or create, authorize or issue any obligation or security convertible into or evidencing the right to purchase any such shares; or (ii) amend, alter or repeal the provisions of the Company's Declaration of Trust or this resolution, 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 C Preferred Shares or the holders thereof; provided, however, with respect to the occurrence of any of the Events set forth in (ii) above, so long as the Series C Preferred Shares remain outstanding with the terms thereof materially unchanged, taking into account that upon the occurrence of an Event, the Company may not be the surviving entity, the occurrence of any such Event shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting power of holders of Series C Preferred Shares and provided further that (x) any increase in the amount of the authorized Preferred Shares or the creating or issuance of any other series of preferred shares, or (y) any increase in the amount of authorized Series C Preferred Shares or any other series of preferred shares, in each case ranking on a parity with or junior to the Series C 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. The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required shall be effected, all outstanding Series C Preferred Shares shall have been redeemed or called for redemption and sufficient funds shall have been deposited in trust to effect such redemption. (C) On each matter submitted to a vote of the holders of Series C Preferred Shares in accordance with this resolution, or as otherwise required by law, each Series C Preferred Share shall be entitled to one vote. With respect to each Series C Preferred Share, the holder thereof may designate a proxy, with each such proxy having the right to vote on behalf of the holder. (VIII) CONVERSION. The Series C Preferred Shares are not convertible into or exchangeable for any other property or securities of the Company except (i) as necessary to preserve real estate investment trust status for federal income tax purposes, or (ii) with respect to the Company's right to redeem shares pursuant to Section VI (C) in either cash or Common Shares. (IX) RESTRICTIONS ON OWNERSHIP. The Series C Preferred Shares shall be subject in all respects to the provisions of Article XVIII of the Declaration of Trust of the Company. RATIFICATION AND AUTHORIZATION RESOLVED, that any and all acts and deeds of any officer or Trust Manager 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. 11 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 C Preferred Shares pursuant to Section 3.30 of TREITA, 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. 12 EX-4.2 7 FORM OF CERTIFICATE EXHIBIT 4.2 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OF PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. HAS ANY INTEREST HEREIN, TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE, AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE CERTIFICATE OF DESIGNATION REFERRED TO BELOW. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH REGISTRAR AND TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. 7.00% SERIES C CUMULATIVE 7.00% SERIES C CUMULATIVE REDEEMABLE PREFERRED SHARES REDEEMABLE PREFERRED SHARES WEINGARTEN REALTY INVESTORS A Texas Real Estate Investment Trust Number Shares P 1 2.300,000 - --------------------- --------------------- Cusip 948741 400 THIS CERTIFICATE IS TRANSFERABLE SEE REVERSE FOR IN NEW YORK, NEW YORK AND RIDGEFIELD PARK, N.J. CERTAIN DEFINITIONS THIS CERTIFIES THAT CEDE & CO. Is the owner of 2,300,000 FULLY-PAID AND NON-ASSESSABLE SHARES, PAR VALUE $.03 PER SHARE OF 7.00% SERIES C CUMULATIVE REDEEMABLE PREFERRED SHARES OF WEINGARTEN REALTY INVESTORS transferable on the books of the Company by the holder hereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar. Witness the facsimile seal of the Company and the facsimile signatures of its duly authorized officers.
DATED: January 21, 1999 COUNTERSIGNED AND REGISTERED CHASEMELLON SHAREHOLDER SERVICES, L.L.C., TRANSFER AGENT AND REGISTRAR --------------------------------------- SENIOR VICE PRESIDENT By: ------------------------------------- -------------------------------------- AUTHORIZED OFFICER SECRETARY
WEINGARTEN REALTY INVESTORS This Certificate and the shares represented hereby are subject in all respects to the laws of the State of Texas and to the Declaration of Trust and Bylaws of the Trust and any amendments thereto. The Declaration of Trust, as amended, provides that no shareholder shall have any preemptive rights to acquire unissued or treasury shares of the Trust. The Declaration of Trust also restricts the transfer of the shares and beneficial interest evidenced by this Certificate in connection with the qualification of the Trust as a real estate investment trust. Copies of the Trust's Declaration of Trust are on file with the Harris County, Texas, County Clerk and will be furnished to any shareholder of record without charge upon written request to the Trust at the principal place of business or registered office. The Trust will furnish a full statement of the designations and any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of the shares of each class which the Trust is authorized to issue and the difference in the relative rights and preferences between the shares of each series of any preferred class to the extent they have been set and the authority of the trust managers to set the relative rights and preferences of subsequent series to any holder of shares without charge on written request to the Trust at its principal place of business or registered office. For value received, ________________________________ hereby sell(s), assign(s) and transfer(s) unto - ------------------------------------------------------------------------------- Please print or type write name and address of assignee - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- Please insert Social Security or other identifying number of assignee ______________________________________ Shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint ______________________________________ Attorney, to transfer the said stock on the books of the within-named Company with full power of substitution in the premises. Dated _____________________ ---------------------------------------- NOTICE: THE SIGNATURE OF THE ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. SIGNATURE GUARANTEED: ________________________________ THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO RULE 17AD-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934. -----END PRIVACY-ENHANCED MESSAGE-----