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Seventh Renewal And Extension Agreement - WEINGARTEN REALTY INVESTORS /TX/ - 3-26-1996

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Seventh Renewal And Extension Agreement - WEINGARTEN REALTY INVESTORS /TX/ - 3-26-1996 Powered By Docstoc
					EXHIBIT 10.16.1 SEVENTH RENEWAL AND EXTENSION AGREEMENT
THE STATE OF TEXAS ) ) ) )

COUNTY OF MONTGOMERY

This SEVENTH RENEWAL AND EXTENSION AGREEMENT (the "Seventh Renewal") is executed this 7th day of February, 1996 (the "Execution Date"), but effective as of December 1, 1995, by and between PLAZA CONSTRUCTION, INC. ("Maker"), a Texas corporation, and WEINGARTEN REALTY INVESTORS ("Payee"), a Texas real estate investment trust. W I T N E S S E T H: WHEREAS, the Payee is the present legal owner and holder of that certain Promissory Note (the "Original Note") dated November 29, 1982, in the original principal sum of Twelve Million and No/100 Dollars ($12,000,000.00) executed by River Pointe Venture I ("River Pointe"), a Texas joint venture, payable to the order of Weingarten Realty, Inc. ("WRI"), a Texas corporation, payable as therein provided, which Note is secured by (i) a Deed of Trust and Security Agreement (the "Original Deed of Trust") dated November 29, 1982, executed by River Pointe to Melvin A. Dow, Trustee, filed under Clerk's File No. 8254156 and under Film Code Reference No. 000-00-0000 in the Real Property Records of Montgomery County, Texas, covering and affecting certain property situated in Montgomery County, Texas, more particularly described therein (the "Property"), and (ii) any and all other liens, security instruments, and documents executed by River Pointe and/or Maker, securing or governing the payment of the Original Note including, but not limited to, that certain Loan Agreement ("Original Loan Agreement") dated November 29, 1982 executed by WRI and River Pointe; and WHEREAS, by that certain River Pointe Venture I Assignment of Interest and Dissolution, dated October 16, 1987, filed on October 19, 1987, under Clerk's File No. 8747284, in the Real Property Records of Montgomery County, Texas, River Pointe was dissolved and Maker assumed all of the debts and obligations of River Pointe, and obtained ownership of all of the assets of River Pointe, including, but not limited to, the Property; and WHEREAS, WRI assigned and conveyed all of its property, both real and personal, to Payee, as evidenced by that certain Master Deed and General Conveyance, by and between WRI and Payee, a counterpart of which was filed under Clerk's File No. 8815730 and under Film Code Reference No. 000-00-0000, in the Real Property Records of Montgomery County, Texas; and WHEREAS, by instrument entitled Renewal and Extension Agreement (the "First Renewal") entered into as of November 1, 1989, executed by Maker and Payee, the Original Note, Original Deed of Trust, Original Loan Agreement, and all other documents evidencing, governing, or securing the payment of the Note were renewed and extended; and 1

WHEREAS, by instrument entitled Second Renewal and Extension Agreement (the "Second Renewal") dated March 12, 1991, but effective as of December 1, 1990, filed on March 21, 1991, under Clerk's File No. 9111519 and under Film Code Reference No. 000-00-0000 in the Official Public Records of Real Property of Montgomery County, Texas, Maker and Payee further modified and extended the Original Note, Original Deed of Trust, Original Loan Agreement, and all other documents evidencing, governing or securing payment of the Original Note; and WHEREAS, by instrument entitled Third Renewal and Extension Agreement (the "Third Renewal") dated February 28, 1992, but effective as of December 1, 1991, filed on May 14, 1992, under Clerk's File No.

WHEREAS, by instrument entitled Second Renewal and Extension Agreement (the "Second Renewal") dated March 12, 1991, but effective as of December 1, 1990, filed on March 21, 1991, under Clerk's File No. 9111519 and under Film Code Reference No. 000-00-0000 in the Official Public Records of Real Property of Montgomery County, Texas, Maker and Payee further modified and extended the Original Note, Original Deed of Trust, Original Loan Agreement, and all other documents evidencing, governing or securing payment of the Original Note; and WHEREAS, by instrument entitled Third Renewal and Extension Agreement (the "Third Renewal") dated February 28, 1992, but effective as of December 1, 1991, filed on May 14, 1992, under Clerk's File No. 9222962, and under Film Code Reference No. 000-00-0000 in the Official Public Records of Real Property of Montgomery County, Texas, Maker and Payee further modified and extended the Original Note, Original Deed of Trust, Original Loan Agreement, and all other documents evidencing, governing or securing payment of the Original Note; and WHEREAS, by instrument entitled Fourth Renewal and Extension Agreement (the "Fourth Renewal") dated February 19, 1993, but effective as of December 1, 1992, Maker and Payee further modified and extended the Original Note, Original Deed of Trust, Original Loan Agreement, and all other documents evidencing, governing or securing payment of the Original Note; and WHEREAS, by instrument entitled Fifth Renewal and Extension Agreement (the "Fifth Renewal") dated March 9, 1994, but effective as of December 1, 1993, filed on March 18, 1994 under Clerk's File No. 9415326 and under Film Code Reference No. 000-00-0000 in the Official Public Records of Real Property of Montgomery County, Texas, Maker and Payee further modified and extended the Original Note, Original Deed of Trust, Original Loan Agreement, and all other documents evidencing, governing, or securing payment of the Original Note; and WHEREAS, by instrument entitled Sixth Renewal and Extension Agreement (the "Sixth Renewal") dated February 22, 1995, but effective as of December 1, 1994, filed on March 1, 1995 under Clerk's File No. 09511049 and under Film Code Reference No. 000-00-0000 in the Official Public Records of Real Property of Montgomery County, Texas, Maker and Payee further modified and extended the Original Note, Original Deed of Trust, Original Loan Agreement, and all other documents evidencing, governing, or securing payment of the Original Note. The Original Note, the Original Deed of Trust, and Original Loan Agreement, together with any and all other liens, security interests, and documents evidencing, securing or governing payment of the Original Note, as modified by the First Renewal, Second Renewal, Third Renewal, Fourth Renewal, Fifth Renewal, and Sixth Renewal are herein referred to as the "Note" and "Security Instruments," respectively; and WHEREAS, Maker and Payee now propose to modify the Note in certain respects and to continue the lien and priority of the Security Instruments as security for the payment of the Note, as set forth more particularly herein. 2

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Maker and Payee hereby agree as follows: 1. The Maker reaffirms its promise to pay to the order of the Payee, at 2600 Citadel Plaza Drive, Suite 300, Houston, Texas 77008, the principal balance due and owing on the Note, with accrued interest thereon, as provided in the Note, except that the maturity date of the Note is hereby amended and extended until December 1, 1996, at which time the unpaid principal balance of the Note, together with all accrued but unpaid interest, shall be due and payable. All liens securing the Note, including, but not limited to, the lien created by the Original Deed of Trust, are hereby renewed, extended and carried forward to secure payment of the Note, as hereby amended, and the Original Deed of Trust is hereby amended to reflect that the maturity date of the Note is December 1, 1996. All other Security Instruments including, but not limited to, the Original Loan Agreement, are likewise hereby modified and amended to reflect the renewal and extension of the maturity date of the Note to December 1, 1996.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Maker and Payee hereby agree as follows: 1. The Maker reaffirms its promise to pay to the order of the Payee, at 2600 Citadel Plaza Drive, Suite 300, Houston, Texas 77008, the principal balance due and owing on the Note, with accrued interest thereon, as provided in the Note, except that the maturity date of the Note is hereby amended and extended until December 1, 1996, at which time the unpaid principal balance of the Note, together with all accrued but unpaid interest, shall be due and payable. All liens securing the Note, including, but not limited to, the lien created by the Original Deed of Trust, are hereby renewed, extended and carried forward to secure payment of the Note, as hereby amended, and the Original Deed of Trust is hereby amended to reflect that the maturity date of the Note is December 1, 1996. All other Security Instruments including, but not limited to, the Original Loan Agreement, are likewise hereby modified and amended to reflect the renewal and extension of the maturity date of the Note to December 1, 1996. 2. Maker hereby represents and warrants to Payee that (a) Maker is the sole legal and beneficial owner of the Property; (b) Maker has the full power and authority to make the agreements contained in this Seventh Renewal without joinder and consent of any other party; and (c) the execution, delivery and performance of this Seventh Renewal will not contravene or constitute an event which itself or which with the passing of time or giving of notice or both would constitute a default under any trust deed, deed of trust, loan agreement, indenture or other agreement to which Maker is a party or by which Maker or any of its property is bound. Maker hereby agrees to indemnify and hold harmless Payee against any loss, claim, damage, liability or expense (including, without limitation, attorneys' fees) incurred as a result of any representation or warranty made by Maker in this Section 2 proving to be untrue in any material respect. 3. To the extent that the Note is inconsistent with the terms of this Seventh Renewal, the Note is hereby modified and amended. Except as modified, renewed and extended by this Seventh Renewal, the Note and the Security Instruments remain unchanged and continue unabated and in full force and effect as the valid and binding obligation of the Maker. 4. In conjunction with the extension, renewal and modification of the Note and the Security Instruments, Maker hereby extends and renews the liens, security interests, and assignments created and granted in the Security Instruments until the indebtedness secured thereby, as so extended, renewed and modified, has been fully paid, and agrees that such extension, renewal and modification shall in no manner affect or impair the Note, the liens or security interests securing same, and that said liens, security interests, and assignments shall not in any manner be waived. The purpose of this Seventh Renewal is simply to extend the time of payment of the loan evidenced by the Note and any indebtedness secured by the Security Instruments, as modified by this Seventh Renewal, and to carry forward all liens and security interests securing the same, which are acknowledged by Maker to be valid and subsisting. 3

5. Maker covenants and warrants that the Payee is not in default under the Note or Security Instruments, each as modified by this Seventh Renewal (collectively referred to as the "Loan Instruments") that there are no defenses, counterclaims or offsets to such Loan Instruments; and that all of the provisions of the Loan Instruments, as amended hereby, are in full force and effect. 6. Maker agrees to pay all costs incurred in connection with the execution and consummation of this Seventh Renewal, including but not limited to, all recording costs, the premium for an endorsement to the Mortgagee Policy of Title Insurance insuring the validity and priority of the Original Deed of Trust in form satisfactory to Payee, and the reasonable fees and expenses of Payee's counsel. 7. If any covenant, condition, or provision herein contained is held to be invalid by final judgment of any court of competent jurisdiction, the invalidity of such covenant, condition, or provision shall not in any way affect any other covenant, condition, or provision herein contained.

5. Maker covenants and warrants that the Payee is not in default under the Note or Security Instruments, each as modified by this Seventh Renewal (collectively referred to as the "Loan Instruments") that there are no defenses, counterclaims or offsets to such Loan Instruments; and that all of the provisions of the Loan Instruments, as amended hereby, are in full force and effect. 6. Maker agrees to pay all costs incurred in connection with the execution and consummation of this Seventh Renewal, including but not limited to, all recording costs, the premium for an endorsement to the Mortgagee Policy of Title Insurance insuring the validity and priority of the Original Deed of Trust in form satisfactory to Payee, and the reasonable fees and expenses of Payee's counsel. 7. If any covenant, condition, or provision herein contained is held to be invalid by final judgment of any court of competent jurisdiction, the invalidity of such covenant, condition, or provision shall not in any way affect any other covenant, condition, or provision herein contained. 8. Payee is an unincorporated trust organized under the Texas Real Estate Investment Trust Act. Neither the shareholders of Payee, nor its Trust Managers, officers, employees, or other agents shall be personally, corporately, or individually liable, in any manner whatsoever, for any debt, act, omission, or obligation of Payee, and all persons having claims of any kind whatsoever against Payee shall look solely to the property of Payee for the enforcement of their rights (whether monetary or nonmonetary) against Payee. EXECUTED this day and year first above written, but effective for all purposes as of December 1, 1995. [END OF PAGE 4 - SIGNATURES ON FOLLOWING PAGE] 4

PLAZA CONSTRUCTION, INC., a Texas corporation By: [SIGNATURE APPEARS HERE] Stanford Alexander President "Maker" WEINGARTEN REALTY INVESTORS, a Texas real estate investment trust [SIGNATURE APPEARS HERE] By: ____________________________ Bill Robertson, Jr. Executive Vice President "Payee"
THE STATE OF TEXAS ) ) ) )

COUNTY OF HARRIS

This instrument was acknowledged before me on this 8th day of February, 1996, by Stanford Alexander, President of PLAZA CONSTRUCTION, INC., a Texas corporation, on behalf of said corporation.
[SIGNATURE APPEARS HERE] ____________________________ Notary Public, State of

[SEAL APPEARS HERE]

PLAZA CONSTRUCTION, INC., a Texas corporation By: [SIGNATURE APPEARS HERE] Stanford Alexander President "Maker" WEINGARTEN REALTY INVESTORS, a Texas real estate investment trust [SIGNATURE APPEARS HERE] By: ____________________________ Bill Robertson, Jr. Executive Vice President "Payee"
THE STATE OF TEXAS ) ) ) )

COUNTY OF HARRIS

This instrument was acknowledged before me on this 8th day of February, 1996, by Stanford Alexander, President of PLAZA CONSTRUCTION, INC., a Texas corporation, on behalf of said corporation.
[SIGNATURE APPEARS HERE] ____________________________ Notary Public, State of Texas

[SEAL APPEARS HERE]

THE STATE OF TEXAS

COUNTY OF HARRIS

) ) ) )

This instrument was acknowledged before me on this 8th day of February, 1996 by Bill Robertson, Jr., Executive Vice President of WEINGARTEN REALTY INVESTORS, a Texas real estate investment trust, on behalf of said real estate investment trust.
[SIGNATURE APPEARS HERE] ____________________________ Notary Public, State of Texas

[SEAL APPEARS HERE]

Record and return to: Janet J. Brown Weingarten Realty Management Company P. O. Box 924133 Houston, Texas 77292-4133

5

EXHIBIT 10.18.1

EXHIBIT 10.18.1 SECOND AMENDMENT TO CREDIT AGREEMENT THIS SECOND AMENDMENT TO CREDIT AGREEMENT (the "Amendment") dated and effective as of April 12, 1995, is by and among Weingarten Realty Investors, a Texas real estate investment trust (the "Borrower") and TEXAS COMMERCE BANK NATIONAL ASSOCIATION, a national banking association (in its individual capacity, "TCB"), First Interstate Bank of Texas, N.A., a national banking association ("First Interstate"), NationsBank of Texas, N.A. ("NationsBank") and Signet Bank/Virginia ("Signet"), and each other bank which is a party to the Credit Agreement (collectively, with TCB, First Interstate, NationsBank and Signet, the "Banks") and TCB as Agent for the Banks (in such capacity, the "Agent"). WHEREAS, the Agent, TCB, First Interstate and the Borrower have entered into that certain Credit Agreement dated and effective as of November 22, 1994 (as it has been and may be hereafter amended or otherwise modified and in effect from time to time, the "Credit Agreement"); WHEREAS, the Agent, TCB, First Interstate and the Borrower have entered into that certain First Amendment to Credit Agreement dated and effective as of January 31, 1995; and WHEREAS, the Banks and the Borrower wish to amend the Credit Agreement to increase the principal amount of the Commitments, and to add NationsBank and Signet as signatories and parties thereto; NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements hereinafter set forth, the Banks, the Agent and the Borrower agree as follows: SECTION 1. AMENDMENTS. (a) The definition of "Commitment" under Section 1.01 of the Credit Agreement is hereby amended by deleting the number $150,000,000 therefrom, and substituting in lieu thereof the number $200,000,000. (b) The definition of "Pro Rata Percentage" or "ratably" under Section 1.01 of the Credit Agreement is hereby amended by deleting the number $150,000,000 therefrom, and substituting in lieu thereof the number $200,000,000. (c) The definition of "Applicable Margin" under Section 1.01 of the Credit Agreement is hereby amended by 1

(i) deleting in its entirety from the interest rate calculation table immediately following the first full paragraph of such definition, the following:
AA- or better (a) LIBOR Rate Advance (b) Effective Federal Funds Rate Advance .35% .53%

and (ii) adding the words "or better", after the credit ratings "A+, A or A-" appearing in such interest rate calculation table. (d) The definition of "Note" and "Notes" under Section 1.01 of the Credit Agreement is amended to delete the reference to "Section 2.02(c)" appearing therein and to substitute "Section 2.02(d)" in lieu thereof. (e) The third sentence of Section 2.03(b) of the Credit Agreement is hereby amended to delete the phrase "International Chamber of Commerce Publication No. " and to insert the phrase "International Chamber of Commerce Publication No. 500" in lieu thereof; and the phrase "(Jan. 1, 1994 Revision)" is hereby amended to read "(1993 Revision)."

(i) deleting in its entirety from the interest rate calculation table immediately following the first full paragraph of such definition, the following:
AA- or better (a) LIBOR Rate Advance (b) Effective Federal Funds Rate Advance .35% .53%

and (ii) adding the words "or better", after the credit ratings "A+, A or A-" appearing in such interest rate calculation table. (d) The definition of "Note" and "Notes" under Section 1.01 of the Credit Agreement is amended to delete the reference to "Section 2.02(c)" appearing therein and to substitute "Section 2.02(d)" in lieu thereof. (e) The third sentence of Section 2.03(b) of the Credit Agreement is hereby amended to delete the phrase "International Chamber of Commerce Publication No. " and to insert the phrase "International Chamber of Commerce Publication No. 500" in lieu thereof; and the phrase "(Jan. 1, 1994 Revision)" is hereby amended to read "(1993 Revision)." (f) Section 2.04(a) of the Credit Agreement is hereby amended by (i) deleting in its entirety from the Unused Borrowing Commitment Fee calculation table immediately following the first full paragraph of such definition, the following: AA- or better .15% and (ii) adding the words "or better", after the credit ratings "A+, A or A-" appearing in such table. end thereof: (g) Section 2.04(c) is hereby amended to delete the references therein to "Sections 2.03(a) and (b)" and to substitute a reference to "Sections 2.04(a) and (B)" IN LIEU thereof. (h) Section 2.05(a) is hereby amended to add the following sentence at the end thereof: Any termination or reduction pursuant to this Section 2.05(a), shall be a permanent termination or reduction. 2

(i) The first sentence of Section 2.06(a) of the Credit Agreement is amended to delete the phrase . . . "and (ii) the Highest Lawful Rate, payable, together with additional interest due under Section 2.07 hereof, if any" .... and to insert the phrase . . . "together with additional interest due under Section 2.07 hereof, if any, and (ii) the Highest Lawful Rate, payable" . . . in lieu thereof. (j) Section 6.01(c) of the Credit Agreement is amended to delete the references in clause (iii) thereof to "Sections 7.02, 7.03, 7.04 and 7.07" and inserting references to "Sections 7.02, 7.03, 7.04, 7.07 and 7.13" in lieu thereof. (k) Section 8.01(c) of the Credit Agreement is hereby amended to delete the word "and" appearing in the second line thereof and to insert a comma in lieu thereof. (1) The second and third sentences of Section 9.05 of the Credit Agreement are hereby deleted and the following is inserted in lieu thereof: EACH BANK AGREES TO INDEMNIFY THE AGENT (TO THE EXTENT NOT REIMBURSED BY THE BORROWER), ACCORDING TO SUCH BANK'S PRO RATA PERCENTAGE, FROM AND AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES, AND DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER WHICH MAY BE IMPOSED ON, INCURRED BY, OR ASSERTED

(i) The first sentence of Section 2.06(a) of the Credit Agreement is amended to delete the phrase . . . "and (ii) the Highest Lawful Rate, payable, together with additional interest due under Section 2.07 hereof, if any" .... and to insert the phrase . . . "together with additional interest due under Section 2.07 hereof, if any, and (ii) the Highest Lawful Rate, payable" . . . in lieu thereof. (j) Section 6.01(c) of the Credit Agreement is amended to delete the references in clause (iii) thereof to "Sections 7.02, 7.03, 7.04 and 7.07" and inserting references to "Sections 7.02, 7.03, 7.04, 7.07 and 7.13" in lieu thereof. (k) Section 8.01(c) of the Credit Agreement is hereby amended to delete the word "and" appearing in the second line thereof and to insert a comma in lieu thereof. (1) The second and third sentences of Section 9.05 of the Credit Agreement are hereby deleted and the following is inserted in lieu thereof: EACH BANK AGREES TO INDEMNIFY THE AGENT (TO THE EXTENT NOT REIMBURSED BY THE BORROWER), ACCORDING TO SUCH BANK'S PRO RATA PERCENTAGE, FROM AND AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES, AND DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER WHICH MAY BE IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST THE AGENT IN ANY WAY RELATING TO OR ARISING OUT OF ANY LOAN DOCUMENT OR ANY ACTION TAKEN OR OMITTED BY THE AGENT UNDER ANY LOAN DOCUMENT IN ITS CAPACITY AS AGENT, PROVIDED THAT NO BANK SHALL BE LIABLE FOR ANY PORTION OF SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES, OR DISBURSEMENTS RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE PERSON BEING INDEMNIFIED; AND PROVIDED FURTHER, THAT IT IS THE INTENTION OF EACH BANK TO INDEMNIFY THE AGENT AGAINST THE CONSEQUENCES OF THE AGENT'S OWN NEGLIGENCE WHEN ACTING IN ITS CAPACITY AS AGENT, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT, OR CONCURRENT, ACTIVE OR PASSIVE. WITHOUT LIMITATION OF THE FOREGOING, EACH BANK AGREES TO REIMBURSE THE AGENT PROMPTLY UPON DEMAND FOR ITS PRO RATA 3

PERCENTAGE OF ANY OUT-OF-POCKET EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) INCURRED BY THE AGENT IN ITS CAPACITY AS AGENT IN CONNECTION WITH THE PREPARATION, ADMINISTRATION, OR ENFORCEMENT OF, OR LEGAL ADVICE IN RESPECT OF RIGHTS OR RESPONSIBILITIES UNDER, ANY LOAN DOCUMENT, TO THE EXTENT THAT THE AGENT IS NOT REIMBURSED FOR SUCH EXPENSES BY THE BORROWER. (m) Section 10.01 of the Credit Agreement is hereby amended to add the phrase .... "or (h) amend Article VII hereof" immediately after clause (g) in the first sentence thereof. In addition, Section 10.01 is further amended to add, immediately after the words "signed by" on the fourth line of the first sentence the phrase "Borrower and." (n) The third sentence of Section 10.08(d) is hereby amended to delete the reference to Exhibit 2.02(c) and to substitute a reference to Exhibit 2.02(d) in lieu thereof. (o) On and after the date of this Amendment, NationsBank of Texas, N.A. and Signet Bank/Virginia (together the "New Banks") shall be, and shall be deemed to be, parties to the Credit Agreement, and the term "Banks" shall include each such New Bank for all purposes of the Credit Agreement and each other Loan Document and, accordingly, each New Bank shall have the rights and obligations of a Bank under the Loan Documents. Since the New Banks are deemed to be parties to the Credit Agreement, the merchanism set out in Section 10.08 shall not be applicable to the addition of the New Banks; however, such mechanism shall be applicable as to any future assignment (or participation) of any Bank's rights or obligations under the Credit Agreement. Each Bank (including the Issuing Bank) shall be deemed, without further action by any party to this Amendment, to have sold to each other Bank, and each other Bank shall be deemed, without further action by any party to this Amendment, to have purchased from the other Banks, a participation, in each Note, Advance and Letter of Credit issued and outstanding as of the date of this Amendment, if any, to the effect that each Bank shall hold an interest in such Note, Advance and Letter of Credit equal to such Bank's Pro Rata Percentage in such Letter of

PERCENTAGE OF ANY OUT-OF-POCKET EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) INCURRED BY THE AGENT IN ITS CAPACITY AS AGENT IN CONNECTION WITH THE PREPARATION, ADMINISTRATION, OR ENFORCEMENT OF, OR LEGAL ADVICE IN RESPECT OF RIGHTS OR RESPONSIBILITIES UNDER, ANY LOAN DOCUMENT, TO THE EXTENT THAT THE AGENT IS NOT REIMBURSED FOR SUCH EXPENSES BY THE BORROWER. (m) Section 10.01 of the Credit Agreement is hereby amended to add the phrase .... "or (h) amend Article VII hereof" immediately after clause (g) in the first sentence thereof. In addition, Section 10.01 is further amended to add, immediately after the words "signed by" on the fourth line of the first sentence the phrase "Borrower and." (n) The third sentence of Section 10.08(d) is hereby amended to delete the reference to Exhibit 2.02(c) and to substitute a reference to Exhibit 2.02(d) in lieu thereof. (o) On and after the date of this Amendment, NationsBank of Texas, N.A. and Signet Bank/Virginia (together the "New Banks") shall be, and shall be deemed to be, parties to the Credit Agreement, and the term "Banks" shall include each such New Bank for all purposes of the Credit Agreement and each other Loan Document and, accordingly, each New Bank shall have the rights and obligations of a Bank under the Loan Documents. Since the New Banks are deemed to be parties to the Credit Agreement, the merchanism set out in Section 10.08 shall not be applicable to the addition of the New Banks; however, such mechanism shall be applicable as to any future assignment (or participation) of any Bank's rights or obligations under the Credit Agreement. Each Bank (including the Issuing Bank) shall be deemed, without further action by any party to this Amendment, to have sold to each other Bank, and each other Bank shall be deemed, without further action by any party to this Amendment, to have purchased from the other Banks, a participation, in each Note, Advance and Letter of Credit issued and outstanding as of the date of this Amendment, if any, to the effect that each Bank shall hold an interest in such Note, Advance and Letter of Credit equal to such Bank's Pro Rata Percentage in such Letter of Credit, the obligations thereunder and in the reimbursement obligations of Borrower due in respect of drawings made under such Letter of Credit. (p) On the date of this Amendment, each Bank's Commitment shall equal the principal amount shown on Exhibit A, attached hereto, and the Borrower shall issue to each Bank a Note in an original principal amount equal to the principal amount set forth on Exhibit A; provided that, Notes so issued to TCB and First Interstate shall be in substitution for existing Notes issued by the Borrower on November 22, 1994 to TCB and First Interstate (the "Original Notes"), and not in extinguishment of the obligations of the Borrower under the Original Notes, and all amounts outstanding or otherwise due and payable under such Original 4

Notes, including without limitation, principal of, accrued and unpaid interest on, and fees and expenses remaining unpaid, shall not be deemed to have been paid as a result of substitution of such Original Notes. (q) Section II of Exhibit 6.01(c) of the Credit Agreement is hereby amended to add the following: f. Assets Retained Section 7.13 Not less than 150% SECTION 2. CONDITIONS TO EFFECTIVENESS OF AMENDMENT. This Amendment shall become effective upon satisfaction of the following conditions: (a) Each Bank shall have received on or before the effective date of this Amendment (the "Effective Date") the Notes described in Section l(p) of this Amendment, executed by the Borrower, and the Amendment, duly executed by the Borrower, the Agent and the Banks; (b) Each Bank shall have received an Amendment to the Guaranty Agreement, executed by each Guarantor; (c) Each Bank shall have received a legal opinion from counsel for the Borrower, in form and substance satisfactory to the Banks.

Notes, including without limitation, principal of, accrued and unpaid interest on, and fees and expenses remaining unpaid, shall not be deemed to have been paid as a result of substitution of such Original Notes. (q) Section II of Exhibit 6.01(c) of the Credit Agreement is hereby amended to add the following: f. Assets Retained Section 7.13 Not less than 150% SECTION 2. CONDITIONS TO EFFECTIVENESS OF AMENDMENT. This Amendment shall become effective upon satisfaction of the following conditions: (a) Each Bank shall have received on or before the effective date of this Amendment (the "Effective Date") the Notes described in Section l(p) of this Amendment, executed by the Borrower, and the Amendment, duly executed by the Borrower, the Agent and the Banks; (b) Each Bank shall have received an Amendment to the Guaranty Agreement, executed by each Guarantor; (c) Each Bank shall have received a legal opinion from counsel for the Borrower, in form and substance satisfactory to the Banks. SECTION 3. REPRESENTATIONS OF BORROWER. The Borrower hereby represents and warrants to the Banks the following: (a) All of the representations and warranties contained in Article V of the Credit Agreement are true and correct on and as of the date hereof and will be true and correct after giving effect to this Amendment. (b) No event which constitutes a Default or an Event of Default under the Credit Agreement, as amended hereby, has occurred and is continuing, or would result from the execution and delivery of this Amendment. (c) The Borrower has the power and authority under the Act to execute and deliver this Amendment and to perform its obligations hereunder and under the Notes; and all such action has been duly authorized by all necessary proceeding on its part. Each of the Credit Agreement, this Amendment and each Note has been duly and validly executed and delivered by the Borrower and constitute a valid and legally binding obligation of the Borrower enforceable in accordance with its terms, except as limited by Debtor Laws. 5

(d) Attached hereto as Exhibit B is a complete listing of each Loan Document existing as of the date hereof and each amendment, if any, thereto. The Borrower has delivered to each of the New Banks true, correct and complete copies of each of the Loan Documents, the Interest Rate Agreements, the Syndication Letter referenced in Section 4.01(h) of the Credit Agreement, Borrower's Organizational Documents as delivered to Lenders in connection with the Credit Agreement, the Articles of Incorporation or other charter documents or bylaws of each Subsidiary as delivered to Lenders in connection with the Credit Agreement, each of the items furnished to the Agent under Section 6.01 of the Credit Agreement, and the audit letter referenced in item (3) of Exhibit 5.08 to the Credit Agreement. (e) The unpaid principal balance of the Notes as of the date hereof is $141,000,000, and all of such sums constitute LIBOR Rate Advances under the Credit Agreement. (f) All accrued interest has been paid under the Notes through March 30, 1995. (g) Borrower has paid in full all indebtedness evidenced by the TCB Existing Debt. (h) The only Letters of Credit issued and outstanding on the date hereof are those described on Exhibit C hereto. (i) Borrower has not furnished Agent any written documents, information or certificates pursuant to Section 5.10

(d) Attached hereto as Exhibit B is a complete listing of each Loan Document existing as of the date hereof and each amendment, if any, thereto. The Borrower has delivered to each of the New Banks true, correct and complete copies of each of the Loan Documents, the Interest Rate Agreements, the Syndication Letter referenced in Section 4.01(h) of the Credit Agreement, Borrower's Organizational Documents as delivered to Lenders in connection with the Credit Agreement, the Articles of Incorporation or other charter documents or bylaws of each Subsidiary as delivered to Lenders in connection with the Credit Agreement, each of the items furnished to the Agent under Section 6.01 of the Credit Agreement, and the audit letter referenced in item (3) of Exhibit 5.08 to the Credit Agreement. (e) The unpaid principal balance of the Notes as of the date hereof is $141,000,000, and all of such sums constitute LIBOR Rate Advances under the Credit Agreement. (f) All accrued interest has been paid under the Notes through March 30, 1995. (g) Borrower has paid in full all indebtedness evidenced by the TCB Existing Debt. (h) The only Letters of Credit issued and outstanding on the date hereof are those described on Exhibit C hereto. (i) Borrower has not furnished Agent any written documents, information or certificates pursuant to Section 5.10 of the Credit Agreement that have not been delivered by Borrower in writing to the New Banks. (j) No Event of Default (and no fact, circumstance or event which, with notice or lapse of time, or both, would become or give rise to an Event of Default) exists under the Interest Rate Agreements. (k) As of the date hereof, Borrower has not elected to terminate in whole or reduce ratably in part the unused portions of the Commitments or the Letter of Credit Commitments of the Banks pursuant to Section 2.05(a) of the Credit Agreement. As of the date hereof, the Commitment has not been reduced pursuant to Section 3.03(a) of the Credit Agreement. (l) No fact, circumstance or event has occurred or exists on or prior to the date hereof giving rise to any liability on the part of Agent, or giving rise to any claim by Borrower or any Subsidiary, in any way relating to or arising out of any Loan Document or any action taken or omitted by the Agent under any Loan Document. 6 SECTION 4. REPRESENTATIONS OF AGENT. Agent hereby represents and warrants to the New Banks the following: (a) To the knowledge of the Agent, attached hereto as Exhibit B is a complete listing of each Loan Document existing as of the date hereof and each amendment, if any, thereto. Agent agrees to promptly deliver to each of the Banks true, correct and complete copies of any items received from the Borrower under Section 6.01 of the Credit Agreement (as amended by this Amendment). (b) The unpaid principal balance of the Notes as of the date hereof is $141,000,000, and all of such sums constitute LIBOR Rate Advances under the Credit Agreement. (c) All accrued interest has been paid under the Notes through March 30, 1995. (d) Borrower has paid in full all indebtedness evidenced by the TCB Existing Debt. (e) The only Letters of Credit issued and outstanding on the date hereof are those described on Exhibit C hereto. (f) To the knowledge of the Agent, no Event of Default (and no fact, circumstance or event which, with notice or lapse of time, or both would become or give rise to an Event of Default) exists under the Interest Rate Agreements. (g) Agent has not incurred any out-of-pocket expenses (including attorneys' fees) in connection with the preparation, administration, or enforcement of, or legal advice in respect of rights or responsibilities under, any

SECTION 4. REPRESENTATIONS OF AGENT. Agent hereby represents and warrants to the New Banks the following: (a) To the knowledge of the Agent, attached hereto as Exhibit B is a complete listing of each Loan Document existing as of the date hereof and each amendment, if any, thereto. Agent agrees to promptly deliver to each of the Banks true, correct and complete copies of any items received from the Borrower under Section 6.01 of the Credit Agreement (as amended by this Amendment). (b) The unpaid principal balance of the Notes as of the date hereof is $141,000,000, and all of such sums constitute LIBOR Rate Advances under the Credit Agreement. (c) All accrued interest has been paid under the Notes through March 30, 1995. (d) Borrower has paid in full all indebtedness evidenced by the TCB Existing Debt. (e) The only Letters of Credit issued and outstanding on the date hereof are those described on Exhibit C hereto. (f) To the knowledge of the Agent, no Event of Default (and no fact, circumstance or event which, with notice or lapse of time, or both would become or give rise to an Event of Default) exists under the Interest Rate Agreements. (g) Agent has not incurred any out-of-pocket expenses (including attorneys' fees) in connection with the preparation, administration, or enforcement of, or legal advice in respect of rights or responsibilities under, any Loan Document on or prior to the date hereof that has not been reimbursed by the Borrower, except attorneys' fees in connection with the preparation of this Amendment. SECTION 5. NOTICES. New Banks hereby designate their current address for notices pursuant to Section 10.02 of the Credit Agreement as follows:
NationsBank: NationsBank of Texas, N.A. 700 Louisiana, 5th Floor Houston, Texas 77002 Attention: Real Estate Loan Administration 7

Signet Bank/ Virginia

Signet Bank/Virginia 7799 Leesburg Pike 4th Floor Falls Church, Virginia 22043

SECTION 6. CAPITALIZED TERMS. The capitalized terms used herein which are defined in the Credit Agreement and not otherwise defined herein shall have the meanings specified therein. SECTION 7. RATIFICATION. The Credit Agreement, as hereby amended, is in all respects ratified and confirmed, and all other rights and powers created thereby or thereunder shall be and remain in full force and effect. SECTION 8. COUNTERPARTS. This Amendment may be executed in several counterparts, and each counterpart, when so executed and delivered, shall constitute an original instrument, and all such separate counterparts shall constitute but one and the same instrument. SECTION 9. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS. SECTION 10. PRIOR AGREEMENTS. THE CREDIT AGREEMENT, THE NOTES, THIS AMENDMENT AND THE OTHER DOCUMENTS EXECUTED IN CONNECTION HEREWITH CONSTITUTE A "LOAN AGREEMENT" AS DEFINED IN SECTION 26.02(a) OF THE TEXAS

Signet Bank/ Virginia

Signet Bank/Virginia 7799 Leesburg Pike 4th Floor Falls Church, Virginia 22043

SECTION 6. CAPITALIZED TERMS. The capitalized terms used herein which are defined in the Credit Agreement and not otherwise defined herein shall have the meanings specified therein. SECTION 7. RATIFICATION. The Credit Agreement, as hereby amended, is in all respects ratified and confirmed, and all other rights and powers created thereby or thereunder shall be and remain in full force and effect. SECTION 8. COUNTERPARTS. This Amendment may be executed in several counterparts, and each counterpart, when so executed and delivered, shall constitute an original instrument, and all such separate counterparts shall constitute but one and the same instrument. SECTION 9. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS. SECTION 10. PRIOR AGREEMENTS. THE CREDIT AGREEMENT, THE NOTES, THIS AMENDMENT AND THE OTHER DOCUMENTS EXECUTED IN CONNECTION HEREWITH CONSTITUTE A "LOAN AGREEMENT" AS DEFINED IN SECTION 26.02(a) OF THE TEXAS BUSINESS & COMMERCE CODE, AND REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. 8

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the day and year first above written. BORROWER: WEINGARTEN REALTY INVESTORS By: [SIGNATURE APPEARS HERE] Title: Executive Vice President AGENT: TEXAS COMMERCE BANK NATIONAL ASSOCIATION, Agent By: [SIGNATURE APPEARS HERE] Title: Vice President BANKS: TEXAS COMMERCE BANK NATIONAL ASSOCIATION, in its individual capacity By: [SIGNATURE APPEARS HERE]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the day and year first above written. BORROWER: WEINGARTEN REALTY INVESTORS By: [SIGNATURE APPEARS HERE] Title: Executive Vice President AGENT: TEXAS COMMERCE BANK NATIONAL ASSOCIATION, Agent By: [SIGNATURE APPEARS HERE] Title: Vice President BANKS: TEXAS COMMERCE BANK NATIONAL ASSOCIATION, in its individual capacity By: [SIGNATURE APPEARS HERE] Title: FIRST INTERSTATE BANK OF TEXAS, N.A. [SIGNATURE APPEARS HERE] By: ____________________________ Title: Vice President NATIONSBANK OF TEXAS, N.A. By: [SIGNATURE APPEARS HERE] Title: Senior Vice President 9

SIGNET BANK/VIRGINIA By: [SIGNATURE APPEARS HERE] Title: Senior Vice President 10

Consent of Guarantors: WEINGARTEN/LUBBOCK, INC.

SIGNET BANK/VIRGINIA By: [SIGNATURE APPEARS HERE] Title: Senior Vice President 10

Consent of Guarantors: WEINGARTEN/LUBBOCK, INC. By: [SIGNATURE APPEARS HERE] Title: Vice President WEINGARTEN/SOUTHGATE, INC. (formerly WRI/DeVargas, Inc.) By: [SIGNATURE APPEARS HERE] Title: Vice President WEINGARTEN/LUFKIN, INC. (formerly WRI/Central Park North, Inc.) By: [SIGNATURE APPEARS HERE] Title: Vice President WEINGARTEN/TENNESSEE, INC. By: [SIGNATURE APPEARS HERE] Title: Vice President WEINGARTEN/ARKANSAS, INC. By: [SIGNATURE APPEARS HERE] Title: Vice President 11

WEINGARTEN/JONES ROAD COMPANY, INC. By: [SIGNATURE APPEARS HERE] Title: Vice President WEINGARTEN/MAINE,INC. By: [SIGNATURE APPEARS HERE] Title: Vice President

Consent of Guarantors: WEINGARTEN/LUBBOCK, INC. By: [SIGNATURE APPEARS HERE] Title: Vice President WEINGARTEN/SOUTHGATE, INC. (formerly WRI/DeVargas, Inc.) By: [SIGNATURE APPEARS HERE] Title: Vice President WEINGARTEN/LUFKIN, INC. (formerly WRI/Central Park North, Inc.) By: [SIGNATURE APPEARS HERE] Title: Vice President WEINGARTEN/TENNESSEE, INC. By: [SIGNATURE APPEARS HERE] Title: Vice President WEINGARTEN/ARKANSAS, INC. By: [SIGNATURE APPEARS HERE] Title: Vice President 11

WEINGARTEN/JONES ROAD COMPANY, INC. By: [SIGNATURE APPEARS HERE] Title: Vice President WEINGARTEN/MAINE,INC. By: [SIGNATURE APPEARS HERE] Title: Vice President WEINGARTEN/OKLAHOMA, INC. By: [SIGNATURE APPEARS HERE] Title: Vice President WRI/BAY CITY, INC.

WEINGARTEN/JONES ROAD COMPANY, INC. By: [SIGNATURE APPEARS HERE] Title: Vice President WEINGARTEN/MAINE,INC. By: [SIGNATURE APPEARS HERE] Title: Vice President WEINGARTEN/OKLAHOMA, INC. By: [SIGNATURE APPEARS HERE] Title: Vice President WRI/BAY CITY, INC. By: [SIGNATURE APPEARS HERE] Title: Vice President WEINGARTEN RAILSPUR, INC. By: [SIGNATURE APPEARS HERE] Title: Vice President AMARILLO CENTERS, INC. By: [SIGNATURE APPEARS HERE] Title: Vice President 12

CYPRESS/WESTFIELD, INC. By: [SIGNATURE APPEARS HERE] Title: Vice President WEINGARTEN/LUFKIN THEATRE, INC. By: [SIGNATURE APPEARS HERE] Title: Vice President WEINGARTEN/NEW YORK, INC. By: [SIGNATURE APPEARS HERE] Title: Vice President WEINGARTEN/VILLAGE ARCADE,INC.

CYPRESS/WESTFIELD, INC. By: [SIGNATURE APPEARS HERE] Title: Vice President WEINGARTEN/LUFKIN THEATRE, INC. By: [SIGNATURE APPEARS HERE] Title: Vice President WEINGARTEN/NEW YORK, INC. By: [SIGNATURE APPEARS HERE] Title: Vice President WEINGARTEN/VILLAGE ARCADE,INC. By: [SIGNATURE APPEARS HERE] Title: Vice President WRI/LATHROP,INC. By: [SIGNATURE APPEARS HERE] Title: Vice President WRI/NEDERLAND, INC. By: [SIGNATURE APPEARS HERE] Title: Vice President 13

WRI/PUCKETT,INC. By: [SIGNATURE APPEARS HERE] Title: Vice President WRI/SW PARK II,INC. By: [SIGNATURE APPEARS HERE] Title: Vice President MESQUITE/TOWN EAST,INC. By: [SIGNATURE APPEARS HERE] Title: Vice President WEINGARTEN REALTY MANAGEMENT COMPANY

WRI/PUCKETT,INC. By: [SIGNATURE APPEARS HERE] Title: Vice President WRI/SW PARK II,INC. By: [SIGNATURE APPEARS HERE] Title: Vice President MESQUITE/TOWN EAST,INC. By: [SIGNATURE APPEARS HERE] Title: Vice President WEINGARTEN REALTY MANAGEMENT COMPANY By: [SIGNATURE APPEARS HERE] Title: Vice President WEINGARTEN/ARIZONA, INC. By: [SIGNATURE APPEARS HERE] Title: Vice President WRI/BELL, INC. By: [SIGNATURE APPEARS HERE] Title: Vice President 14

WRI/MINISTORAGE, INC. By: [SIGNATURE APPEARS HERE] Title: Vice President WTSC, INC. By: [SIGNATURE APPEARS HERE] Title: Vice President WRI/POST OAK, INC. By: [SIGNATURE APPEARS HERE] Title: Vice President WEINGARTEN/VILLAGE ARCADE II, INC.

WRI/MINISTORAGE, INC. By: [SIGNATURE APPEARS HERE] Title: Vice President WTSC, INC. By: [SIGNATURE APPEARS HERE] Title: Vice President WRI/POST OAK, INC. By: [SIGNATURE APPEARS HERE] Title: Vice President WEINGARTEN/VILLAGE ARCADE II, INC. By: [SIGNATURE APPEARS HERE] Title: Vice President 15

EXHIBIT A
Texas Commerce Bank National Association First Interstate Bank of Texas, N.A. NationsBank of Texas, N.A. Signet Bank/Virginia Total $ 80MM $ 45MM $ 50MM $ 25MM -----$200MM

EXHIBIT B 1. Credit Agreement dated as of November 22, 1994, by and between Weingarten Realty Investors and Texas Commerce Bank National Association and First Interstate Bank of Texas N.A. dated as of January 31, 1995, together with First Amendment dated as of January 31, 1995. 2. Revolving Credit Note dated November 22, 1994, in the original principal sum of $110,000,000, executed by WRI, payable to the order of TCB. 3. Revolving Credit Note dated November 22, 1994, in the original principal sum of $40,000,000, executed by WRI, payable to the order of First Interstate Bank of Texas N.A. ("First Interstate"). 4. Guaranty dated November 22, 1994, executed by all subsidiaries. 5. Certified copy of Resolutions of the Trust Managers of Weingarten Realty Investors duly adopted November 17, 1994. 6. Officer's Certificate for Weingarten Realty Investors. 7. Opinion dated November 22, 1994, of Dow, Cogburn & Friedman, P.C.

EXHIBIT A
Texas Commerce Bank National Association First Interstate Bank of Texas, N.A. NationsBank of Texas, N.A. Signet Bank/Virginia Total $ 80MM $ 45MM $ 50MM $ 25MM -----$200MM

EXHIBIT B 1. Credit Agreement dated as of November 22, 1994, by and between Weingarten Realty Investors and Texas Commerce Bank National Association and First Interstate Bank of Texas N.A. dated as of January 31, 1995, together with First Amendment dated as of January 31, 1995. 2. Revolving Credit Note dated November 22, 1994, in the original principal sum of $110,000,000, executed by WRI, payable to the order of TCB. 3. Revolving Credit Note dated November 22, 1994, in the original principal sum of $40,000,000, executed by WRI, payable to the order of First Interstate Bank of Texas N.A. ("First Interstate"). 4. Guaranty dated November 22, 1994, executed by all subsidiaries. 5. Certified copy of Resolutions of the Trust Managers of Weingarten Realty Investors duly adopted November 17, 1994. 6. Officer's Certificate for Weingarten Realty Investors. 7. Opinion dated November 22, 1994, of Dow, Cogburn & Friedman, P.C. 8. Resolutions of the Board of Directors of each subsidiary adopted effective November 21, 1994: (a) Weingarten/Lubbock, Inc. (b) Weingarten/Southgate, Inc. (formerly WRI/DeVargas, Inc.) (c) Weingarten/Lufkin, Inc. (formerly WRI/Central Park North, Inc.) (d) Weingarten/Tennessee, Inc. (e) Weingarten/Arkansas, Inc. (f) Weingarten/Jones Road Company, Inc. (g) Weingarten/Maine, Inc. (h) Weingarten/Oklahoma, Inc. (i) WRI/Bay City, Inc. (j) Weingarten Railspur, Inc. (k) Amarillo Centers, Inc. (l) Cypress/Westfield, Inc. (m) Weingarten/Lufkin Theatre, Inc. (n) Weingarten/New York, Inc. (o) Weingarten/Village Arcade, Inc.

(p) WRI/Lathrop Inc. (q) WRI/Nederland, Inc. (r) WRI/Puckett, Inc. (s) WRI/SW Park II, Inc. (t) Mesquite/Town East, Inc. (u) Weingarten Realty Management Company

EXHIBIT B 1. Credit Agreement dated as of November 22, 1994, by and between Weingarten Realty Investors and Texas Commerce Bank National Association and First Interstate Bank of Texas N.A. dated as of January 31, 1995, together with First Amendment dated as of January 31, 1995. 2. Revolving Credit Note dated November 22, 1994, in the original principal sum of $110,000,000, executed by WRI, payable to the order of TCB. 3. Revolving Credit Note dated November 22, 1994, in the original principal sum of $40,000,000, executed by WRI, payable to the order of First Interstate Bank of Texas N.A. ("First Interstate"). 4. Guaranty dated November 22, 1994, executed by all subsidiaries. 5. Certified copy of Resolutions of the Trust Managers of Weingarten Realty Investors duly adopted November 17, 1994. 6. Officer's Certificate for Weingarten Realty Investors. 7. Opinion dated November 22, 1994, of Dow, Cogburn & Friedman, P.C. 8. Resolutions of the Board of Directors of each subsidiary adopted effective November 21, 1994: (a) Weingarten/Lubbock, Inc. (b) Weingarten/Southgate, Inc. (formerly WRI/DeVargas, Inc.) (c) Weingarten/Lufkin, Inc. (formerly WRI/Central Park North, Inc.) (d) Weingarten/Tennessee, Inc. (e) Weingarten/Arkansas, Inc. (f) Weingarten/Jones Road Company, Inc. (g) Weingarten/Maine, Inc. (h) Weingarten/Oklahoma, Inc. (i) WRI/Bay City, Inc. (j) Weingarten Railspur, Inc. (k) Amarillo Centers, Inc. (l) Cypress/Westfield, Inc. (m) Weingarten/Lufkin Theatre, Inc. (n) Weingarten/New York, Inc. (o) Weingarten/Village Arcade, Inc.

(p) WRI/Lathrop Inc. (q) WRI/Nederland, Inc. (r) WRI/Puckett, Inc. (s) WRI/SW Park II, Inc. (t) Mesquite/Town East, Inc. (u) Weingarten Realty Management Company (v) Weingarten/Arizona, Inc. (w) WRI/Bell, Inc. (x) WRl/Ministorage, Inc. (y) WTSC, Inc. (z) WRI/Post Oak, Inc. (aa) Weingarten/Village Arcade II, Inc. 9. (a) Amended and Restated Master Swap Agreement. (b) First Amendment to Amended and Restated Swap Agreement.

(p) WRI/Lathrop Inc. (q) WRI/Nederland, Inc. (r) WRI/Puckett, Inc. (s) WRI/SW Park II, Inc. (t) Mesquite/Town East, Inc. (u) Weingarten Realty Management Company (v) Weingarten/Arizona, Inc. (w) WRI/Bell, Inc. (x) WRl/Ministorage, Inc. (y) WTSC, Inc. (z) WRI/Post Oak, Inc. (aa) Weingarten/Village Arcade II, Inc. 9. (a) Amended and Restated Master Swap Agreement. (b) First Amendment to Amended and Restated Swap Agreement. (c) Interest Rate Swap Agreement dated as of May 15, 1992 ($20,000,000 Notional Amount). (d) Interest Rate Swap Agreement dated as of June 24, 1992 ($10,000,000 Notional Amount). (e) Interest Rate Swap Agreement dated as of July 2, 1992 ($10,000,000 Notional Amount). 10. Commitment/Syndication letter dated November 3, 1994, from TCB to WRI, including attached term sheet. 11. Audit letter dated February 25, 1994, from Dow, Cogburn & Friedman, P.C. to Deloitte & Touche (referenced in Exhibit 5.08 of Credit Agreement). 12. Letter dated November 22, 1994, from WRI to TCB re obligation to repurchase bonds still held by TCB at (i) par plus accrued interest and (ii) expenses incurred by TCB (including attached copy of letter). 13. Letters of Credit listed on Exhibit C.

EXHIBIT C Letter of Credit No. I-446203 - $ 500,000 Letter of Credit No. I-446204 $ 550,000 Letter of Credit No. I-451606 - $2,184,911

THIRD AMENDMENT TO CREDIT AGREEMENT THIS THIRD AMENDMENT TO CREDIT AGREEMENT (the "Amendment") effective as of June 1, l995, is by and among Weingarten Realty Investors, a Texas real estate investment trust (the "Borrower") and TEXAS COMMERCE BANK NATIONAL ASSOCIATION, a national banking association (in its individual capacity, "TCB"), First Interstate Bank of Texas, N.A., a national banking association ("First Interstate"), NationsBank of Texas, N.A. ("NationsBank") and Signet Bank/Virginia ("Signet"), and each other bank which is a party to the Credit Agreement (collectively, with TCB, First Interstate, NationsBank and Signet, the "Banks") and TCB as Agent for the Banks (in such capacity, the "Agent"). WHEREAS, the Agent, TCB, First Interstate and the Borrower have entered into that certain Credit Agreement dated and effective as of November 22, 1994 (as it has been and may be hereafter amended or otherwise

EXHIBIT C Letter of Credit No. I-446203 - $ 500,000 Letter of Credit No. I-446204 $ 550,000 Letter of Credit No. I-451606 - $2,184,911

THIRD AMENDMENT TO CREDIT AGREEMENT THIS THIRD AMENDMENT TO CREDIT AGREEMENT (the "Amendment") effective as of June 1, l995, is by and among Weingarten Realty Investors, a Texas real estate investment trust (the "Borrower") and TEXAS COMMERCE BANK NATIONAL ASSOCIATION, a national banking association (in its individual capacity, "TCB"), First Interstate Bank of Texas, N.A., a national banking association ("First Interstate"), NationsBank of Texas, N.A. ("NationsBank") and Signet Bank/Virginia ("Signet"), and each other bank which is a party to the Credit Agreement (collectively, with TCB, First Interstate, NationsBank and Signet, the "Banks") and TCB as Agent for the Banks (in such capacity, the "Agent"). WHEREAS, the Agent, TCB, First Interstate and the Borrower have entered into that certain Credit Agreement dated and effective as of November 22, 1994 (as it has been and may be hereafter amended or otherwise modified and in effect from time to time, the "Credit Agreement"); WHEREAS, the Banks and the Borrower wish to amend the Credit Agreement to require draws on two Letters of Credit to be issued at the Borrower's request on July 12, 1995 under Section 2.03 of the Credit Agreement to be reimbursed at times and on terms and conditions set forth in this Amendment, and in connection with the foregoing, to create a liquidity facility for the benefit of (i) the holders of the Series 1995 Lafayette Bonds (as defined below) issued pursuant to a Trust Indenture (the "Lafayette Indenture") of even date herewith among the Industrial Development Board of the Parish of Lafayette, Louisiana, Inc. (the "Lafayette Issuers"), Texas Commerce Bank National Association, as Trustee for the holders of the Series 1995 Lafayette Bonds under the Indenture and First Union National Bank of Florida, a national banking association ("First Union"), as Credit Facility Trustee thereunder, and (ii) the holders of the Series 1995 Calcasieu Bonds (as defined below) issued pursuant to a Trust Indenture (the "Calcasieu Indenture") of even date herewith among the Industrial Development Board of the Parish of Calcasieu, Louisiana, Inc. (the "Calcasieu Issuers"), Texas Commerce Bank National Association, as Trustee for the holders of the Series 1995 Calcasieu Bonds (as defined below), and First Union, as Credit Facility Trustee thereunder; NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements hereinafter set forth, the Banks, the Agent and the Borrower agree as follows: SECTION 1. AMENDMENTS. (a) Section 1.01 of the Credit Agreement is hereby amended by adding the following definitions to said Section 1.01 in alphabetical order: (i) "Bonds" means, together, the Series 1995 Lafayette Bonds and the Series 1995 Calcasieu Bonds. (ii) "Credit Facility Trustee" shall have the meaning assigned to that term in each Special Letter of Credit. (iii) "Full Drawing" shall have the meaning assigned to such term in the applicable Specia1 Letter of Credit. (iv) "Indenture" or "Indentures" means either or both of the Lafayette Indenture and the Calcasieu Indenture. (v) "Interest Differential" means, with respect to the principal amount of any Liquidity Bank Bond and for the

THIRD AMENDMENT TO CREDIT AGREEMENT THIS THIRD AMENDMENT TO CREDIT AGREEMENT (the "Amendment") effective as of June 1, l995, is by and among Weingarten Realty Investors, a Texas real estate investment trust (the "Borrower") and TEXAS COMMERCE BANK NATIONAL ASSOCIATION, a national banking association (in its individual capacity, "TCB"), First Interstate Bank of Texas, N.A., a national banking association ("First Interstate"), NationsBank of Texas, N.A. ("NationsBank") and Signet Bank/Virginia ("Signet"), and each other bank which is a party to the Credit Agreement (collectively, with TCB, First Interstate, NationsBank and Signet, the "Banks") and TCB as Agent for the Banks (in such capacity, the "Agent"). WHEREAS, the Agent, TCB, First Interstate and the Borrower have entered into that certain Credit Agreement dated and effective as of November 22, 1994 (as it has been and may be hereafter amended or otherwise modified and in effect from time to time, the "Credit Agreement"); WHEREAS, the Banks and the Borrower wish to amend the Credit Agreement to require draws on two Letters of Credit to be issued at the Borrower's request on July 12, 1995 under Section 2.03 of the Credit Agreement to be reimbursed at times and on terms and conditions set forth in this Amendment, and in connection with the foregoing, to create a liquidity facility for the benefit of (i) the holders of the Series 1995 Lafayette Bonds (as defined below) issued pursuant to a Trust Indenture (the "Lafayette Indenture") of even date herewith among the Industrial Development Board of the Parish of Lafayette, Louisiana, Inc. (the "Lafayette Issuers"), Texas Commerce Bank National Association, as Trustee for the holders of the Series 1995 Lafayette Bonds under the Indenture and First Union National Bank of Florida, a national banking association ("First Union"), as Credit Facility Trustee thereunder, and (ii) the holders of the Series 1995 Calcasieu Bonds (as defined below) issued pursuant to a Trust Indenture (the "Calcasieu Indenture") of even date herewith among the Industrial Development Board of the Parish of Calcasieu, Louisiana, Inc. (the "Calcasieu Issuers"), Texas Commerce Bank National Association, as Trustee for the holders of the Series 1995 Calcasieu Bonds (as defined below), and First Union, as Credit Facility Trustee thereunder; NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements hereinafter set forth, the Banks, the Agent and the Borrower agree as follows: SECTION 1. AMENDMENTS. (a) Section 1.01 of the Credit Agreement is hereby amended by adding the following definitions to said Section 1.01 in alphabetical order: (i) "Bonds" means, together, the Series 1995 Lafayette Bonds and the Series 1995 Calcasieu Bonds. (ii) "Credit Facility Trustee" shall have the meaning assigned to that term in each Special Letter of Credit. (iii) "Full Drawing" shall have the meaning assigned to such term in the applicable Specia1 Letter of Credit. (iv) "Indenture" or "Indentures" means either or both of the Lafayette Indenture and the Calcasieu Indenture. (v) "Interest Differential" means, with respect to the principal amount of any Liquidity Bank Bond and for the period commencing on the date that such Bond bears interest at the Liquidity Bank Rate and ending on a date thirty (30) days thereafter, the excess, if any, of (i) interest calculated on such Bond at the lesser of (x) the Prime Rate, or (y) the Highest Lawful Rate, over (ii) interest calculated on such Bond at the Liquidity Bank Rate. (vi) "Liquidity Bank Bonds" means the particular Bond (or Bonds) of the Series 1995 Lafayette Bonds or Series 1995 Calcasieu Bonds, as the case may be, which are actually required to be purchased due to the inability of the

(i) "Bonds" means, together, the Series 1995 Lafayette Bonds and the Series 1995 Calcasieu Bonds. (ii) "Credit Facility Trustee" shall have the meaning assigned to that term in each Special Letter of Credit. (iii) "Full Drawing" shall have the meaning assigned to such term in the applicable Specia1 Letter of Credit. (iv) "Indenture" or "Indentures" means either or both of the Lafayette Indenture and the Calcasieu Indenture. (v) "Interest Differential" means, with respect to the principal amount of any Liquidity Bank Bond and for the period commencing on the date that such Bond bears interest at the Liquidity Bank Rate and ending on a date thirty (30) days thereafter, the excess, if any, of (i) interest calculated on such Bond at the lesser of (x) the Prime Rate, or (y) the Highest Lawful Rate, over (ii) interest calculated on such Bond at the Liquidity Bank Rate. (vi) "Liquidity Bank Bonds" means the particular Bond (or Bonds) of the Series 1995 Lafayette Bonds or Series 1995 Calcasieu Bonds, as the case may be, which are actually required to be purchased due to the inability of the applicable Remarketing Agent (as that term is defined in the respective Indentures) to remarket such bonds, and as a result of the requirement that such bonds be delivered to the Tender Agent for the benefit of the Banks, pursuant to the provisions of the Indentures. (vii) "Long Rate Period" shall have the meaning assigned to such term in the applicable Indenture. (viii) "Maximum Rate" means 12% per annum. (ix) "Partial Drawing" shall have the meaning assigned to such term in the applicable Special Letter of Credit. (x) "Prime Rate" means, as of a particular date, the prime rate most recently announced by the Issuing Bank and thereafter entered in the minutes of the Issuing Bank's Loan and Discount Committee. Without notice to the -2 -

Borrower or any other Person, the Prime Rate shall change automatically from time to time as and in the amount by which said prime rate shall fluctuate, with each such change to be effective as of the date of each change in such prime rate. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. The Issuing Bank may, in its individual capacity, make commercial loans or other loans at rates of interest at, above or below the Prime Rate. (xi) "Purchase Price" shall have the meaning assigned to such term in Section 2.03(i) hereof. (xii) "Purchase Drawing" shall have the meaning assigned to such term in the applicable Special Letter of Credit. (xiii) "Remarketing Agreements" means that certain Remarketing Agreement dated as of June 1, 1995, among the Borrower, the Industrial Development Board of the Parish of Lafayette, Louisiana, Inc. and Rauscher Pierce Refsnes, Inc. in connection with the Series 1995 Lafayette Bonds, and that certain Remarketing Agreement dated as of June 1, 1995, among the Borrower, the Industrial Development Board of the Parish of Calcasieu, Louisiana, Inc. and Rauscher Pierce Refsnes, Inc. in connection with the Series 1995 Calcasieu Bonds. (xiv) "Series 1995 Calcasieu Bonds" means the $1,990,000 Industrial Development Board of the Parish of Calcasieu, Louisiana, Inc. Adjustable Rate Demand Industrial Development Revenue Refunding Bonds (Weingarten Realty Investors Project) Series 1995, issued by the Industrial Development Board of the Parish of Calcasieu, Louisiana, Inc.

Borrower or any other Person, the Prime Rate shall change automatically from time to time as and in the amount by which said prime rate shall fluctuate, with each such change to be effective as of the date of each change in such prime rate. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. The Issuing Bank may, in its individual capacity, make commercial loans or other loans at rates of interest at, above or below the Prime Rate. (xi) "Purchase Price" shall have the meaning assigned to such term in Section 2.03(i) hereof. (xii) "Purchase Drawing" shall have the meaning assigned to such term in the applicable Special Letter of Credit. (xiii) "Remarketing Agreements" means that certain Remarketing Agreement dated as of June 1, 1995, among the Borrower, the Industrial Development Board of the Parish of Lafayette, Louisiana, Inc. and Rauscher Pierce Refsnes, Inc. in connection with the Series 1995 Lafayette Bonds, and that certain Remarketing Agreement dated as of June 1, 1995, among the Borrower, the Industrial Development Board of the Parish of Calcasieu, Louisiana, Inc. and Rauscher Pierce Refsnes, Inc. in connection with the Series 1995 Calcasieu Bonds. (xiv) "Series 1995 Calcasieu Bonds" means the $1,990,000 Industrial Development Board of the Parish of Calcasieu, Louisiana, Inc. Adjustable Rate Demand Industrial Development Revenue Refunding Bonds (Weingarten Realty Investors Project) Series 1995, issued by the Industrial Development Board of the Parish of Calcasieu, Louisiana, Inc. (xv) "Series 1995 Lafayette Bonds" means the $3,735,000 Industrial Development Board of the Parish of Lafayette, Louisiana, Inc. Adjustable Rate Demand Industrial Development Revenue Refunding Bonds (Westwood Village Project) Series 1995, issued by the Industrial Development Board of the Parish of Lafayette, Louisiana, Inc. (xvi) "Short Rate" shall have the meaning assigned to such term in the applicable Indenture. (xvii) "Short Rate Period" shall have the meaning assigned to such term in the applicable Indenture. -3(xviii) "Special Letters of Credit" shall mean the Letters of Credit issued pursuant to Sections 2.03(h) and (i) hereof, each substantially in the form of Exhibits A and B, attached hereto. (xix) "Tender Agent" means initially, Texas Commerce Bank National Association and thereafter shall have the meaning assigned to such term in the Indenture (xx) "Weekly Rate" shall have the meaning assigned to such term in the applicable Indenture. (xxi) "Weekly Rate Period" shall have the meaning assigned to such term in the applicable Indenture. (b) Section 1.01 of the Credit Agreement is hereby further amended to delete the definition of "Letter of Credit", and to substitute in lieu thereof the following: "Letter of Credit" means the letters of credit provided for in Section 2.01(b) hereof, and shall include, without limitation, the Special Letters of Credit. (c) Section 2.03 of the Credit Agreement shall be amended by adding the following paragraphs (h), (i), (g) and (k) at the end of said Section 2.03. (h) In connection with the issuance of each of the Series 1995 Lafayette Bonds and the Series 1995 Calcasieu Bonds, on the terms and conditions set forth in subsections (a) through (c), and (e) through (k) of this Section 2.03, the Issuing Bank shall issue the Special Letters of Credit in favor of the Credit Facility Trustee for the benefit of holders of the Series 1995 Lafayette Bonds and the Series 1995 Calcasieu Bonds. The Special Letters of Credit shall authorize the Credit Facility Trustee to draw under the terms and conditions of each Special Letter of Credit thereunder an amount not to EXCEED THE applicable Letter of Credit Amount (as defined in each Special Letter of Credit) then in effect (as the same may be adjusted in accordance with the

(xviii) "Special Letters of Credit" shall mean the Letters of Credit issued pursuant to Sections 2.03(h) and (i) hereof, each substantially in the form of Exhibits A and B, attached hereto. (xix) "Tender Agent" means initially, Texas Commerce Bank National Association and thereafter shall have the meaning assigned to such term in the Indenture (xx) "Weekly Rate" shall have the meaning assigned to such term in the applicable Indenture. (xxi) "Weekly Rate Period" shall have the meaning assigned to such term in the applicable Indenture. (b) Section 1.01 of the Credit Agreement is hereby further amended to delete the definition of "Letter of Credit", and to substitute in lieu thereof the following: "Letter of Credit" means the letters of credit provided for in Section 2.01(b) hereof, and shall include, without limitation, the Special Letters of Credit. (c) Section 2.03 of the Credit Agreement shall be amended by adding the following paragraphs (h), (i), (g) and (k) at the end of said Section 2.03. (h) In connection with the issuance of each of the Series 1995 Lafayette Bonds and the Series 1995 Calcasieu Bonds, on the terms and conditions set forth in subsections (a) through (c), and (e) through (k) of this Section 2.03, the Issuing Bank shall issue the Special Letters of Credit in favor of the Credit Facility Trustee for the benefit of holders of the Series 1995 Lafayette Bonds and the Series 1995 Calcasieu Bonds. The Special Letters of Credit shall authorize the Credit Facility Trustee to draw under the terms and conditions of each Special Letter of Credit thereunder an amount not to EXCEED THE applicable Letter of Credit Amount (as defined in each Special Letter of Credit) then in effect (as the same may be adjusted in accordance with the terms of such Special Letter of Credit from time to time), which is initially, for the Series 1995 Lafayette Bonds, the sum of $3,735,000 in respect of the initial aggregate principal amount outstanding of such Series 1995 Lafayette Bonds plus 105 days of interest on the Bonds computed at the rate of twelve percent (12%) per annum calculated on the basis of a year of 365 days, initially -4being an amount equal to $128,934.25, for an aggregate amount of principal and interest initially equal to $3,863,934.25, and for the Series 1995 Calcasieu Bonds, the sum of $1,990,000 in respect of the initial aggregate principal amount outstanding of such Series 1995 Calcasieu Bonds plus 105 days of interest on the Bonds computed at the rate of twelve percent (12%) per annum calculated on the basis of a year of 365 days initially being an amount equal to $68,695.89, for an aggregate amount of principal and interest initially equal to $2,058,695.89, in each case, less all amounts drawn under such Special Letters of Credit prior to such time, plus all increases and minus all decreases in accordance with paragraph 2 of such Special Letters of Credit prior to such time. A Full Drawing or Partial Drawing under a Special Letter of Credit in respect of an optional redemption of the Bonds pursuant to the Indenture shall require the consent of all Banks, as evidenced to the Trustee and the Credit Facility Trustee by written consent of the Agent. The maximum amount that may be drawn under each Special Letter of Credit is the applicable Letter of Credit Amount as calculated hereunder. (i) Upon the presentment of any draft for honor in connection with a Purchase Drawing under any Special Letter of Credit by the beneficiary thereof which the Issuing Bank determines is in compliance with the conditions for payment thereunder, the Issuing Bank shall promptly notify the Borrower, the Agent, and each Bank of the intended date of honor of such draft. In the event of a Purchase Drawing under a Special Letter of Credit in accordance with the terms of such Letter of Credit, the Borrower hereby promises and agrees to pay to the Agent for the account of the Issuing Bank, notwithstanding paragraph (d) of this Section 2.03, by 9:00 A.M. (Houston, Texas time) on the 30th day after the date of honor of such Purchase Drawing (the "Payment Date"), the full amount of all principal of and accrued and unpaid interest on each Liquidity Bank Bond, plus the Interest Differential, if any, at such time (the "Purchase Price"), in immediately available funds, unless the Issuing Bank shall have been previously reimbursed for the amount thereof as a result of remarketing of such Liquidity Bank

being an amount equal to $128,934.25, for an aggregate amount of principal and interest initially equal to $3,863,934.25, and for the Series 1995 Calcasieu Bonds, the sum of $1,990,000 in respect of the initial aggregate principal amount outstanding of such Series 1995 Calcasieu Bonds plus 105 days of interest on the Bonds computed at the rate of twelve percent (12%) per annum calculated on the basis of a year of 365 days initially being an amount equal to $68,695.89, for an aggregate amount of principal and interest initially equal to $2,058,695.89, in each case, less all amounts drawn under such Special Letters of Credit prior to such time, plus all increases and minus all decreases in accordance with paragraph 2 of such Special Letters of Credit prior to such time. A Full Drawing or Partial Drawing under a Special Letter of Credit in respect of an optional redemption of the Bonds pursuant to the Indenture shall require the consent of all Banks, as evidenced to the Trustee and the Credit Facility Trustee by written consent of the Agent. The maximum amount that may be drawn under each Special Letter of Credit is the applicable Letter of Credit Amount as calculated hereunder. (i) Upon the presentment of any draft for honor in connection with a Purchase Drawing under any Special Letter of Credit by the beneficiary thereof which the Issuing Bank determines is in compliance with the conditions for payment thereunder, the Issuing Bank shall promptly notify the Borrower, the Agent, and each Bank of the intended date of honor of such draft. In the event of a Purchase Drawing under a Special Letter of Credit in accordance with the terms of such Letter of Credit, the Borrower hereby promises and agrees to pay to the Agent for the account of the Issuing Bank, notwithstanding paragraph (d) of this Section 2.03, by 9:00 A.M. (Houston, Texas time) on the 30th day after the date of honor of such Purchase Drawing (the "Payment Date"), the full amount of all principal of and accrued and unpaid interest on each Liquidity Bank Bond, plus the Interest Differential, if any, at such time (the "Purchase Price"), in immediately available funds, unless the Issuing Bank shall have been previously reimbursed for the amount thereof as a result of remarketing of such Liquidity Bank Bonds in accordance with the provisions of the applicable Remarketing Agreement before such date. Upon receipt of payment of an amount equal to the Purchase Price by the Agent for the account of the Issuing Bank, the Agent shall notify the Tender Agent to deliver the Liquidity Bank Bonds to the Borrower if such payment was made by -5or on behalf of the Borrower, and otherwise to the Remarketing Agent, in accordance with the provisions of the applicable Remarketing Agreement. Each Bank shall, notwithstanding any other provision of this Agreement (including the occurrence and continuance of a Default or an Event of Default), make available to the Agent for the benefit of the Issuing Bank an amount equal to its Pro Rata Percentage of the amount of the presented draft under the respective Special Letter of Credit on the date on which such draft shall have been honored by the Issuing Bank. If such amount is not in fact made available to the Agent by any such Bank on such date, then such Bank shall pay to the Agent for the account of the Issuing Bank, on demand made by the Issuing Bank, in addition to such amount, an amount equal to the product of (i) the average daily Effective Federal Funds Rate per annum during the period referred to in clause (iii) of this sentence times (ii) the amount of such Bank's Pro Rata Percentage of the amount of the presented draft times (iii) the number of days that elapse from the day the Issuing Bank has honored such draft to the date on which the amount equal to such Bank's Pro Rata Percentage of the amount of the presented draft becomes immediately available to the Issuing Bank divided (iv) by 360. The Liquidity Bank Bonds shall, in accordance with the applicable Indenture, as of the date of payment of such draft, bear interest at a rate per annum equal at all times to the lesser of (i) the Prime Rate per annum or (ii) the Maximum Rate. In the event that the Purchase Price for Liquidity Bank Bonds shall not have been paid by the Payment Date as required hereunder, and the Issuing Bank shall not have been otherwise reimbursed, the portion of the Purchase Price not paid or reimbursed, notwithstanding any other provision of this Agreement (including the occurrence and the continuance of a Default or an Event of Default), shall be deemed automatically and without any action by the Borrower to be an Advance in an amount equal to such portion of the Purchase Price not paid or reimbursed (including, without limitation, the Interest Differential, if any) which is immediately due and payable, bearing interest at a rate per annum equal to the lesser of the Prime Rate, plus 1.00% per annum, or the Highest Lawful Rate, and the Borrower shall be deemed to have purchased such Liquidity Bank Bonds. Such Advance shall be deemed a payment by Borrower of an amount equal to the Purchase Price to the Agent for the account of the Issuing Bank. The Agent shall promptly notify the Tender Agent to deliver the Liquidity Bank Bonds to the Agent for the benefit of Borrower to be held by the -6-

or on behalf of the Borrower, and otherwise to the Remarketing Agent, in accordance with the provisions of the applicable Remarketing Agreement. Each Bank shall, notwithstanding any other provision of this Agreement (including the occurrence and continuance of a Default or an Event of Default), make available to the Agent for the benefit of the Issuing Bank an amount equal to its Pro Rata Percentage of the amount of the presented draft under the respective Special Letter of Credit on the date on which such draft shall have been honored by the Issuing Bank. If such amount is not in fact made available to the Agent by any such Bank on such date, then such Bank shall pay to the Agent for the account of the Issuing Bank, on demand made by the Issuing Bank, in addition to such amount, an amount equal to the product of (i) the average daily Effective Federal Funds Rate per annum during the period referred to in clause (iii) of this sentence times (ii) the amount of such Bank's Pro Rata Percentage of the amount of the presented draft times (iii) the number of days that elapse from the day the Issuing Bank has honored such draft to the date on which the amount equal to such Bank's Pro Rata Percentage of the amount of the presented draft becomes immediately available to the Issuing Bank divided (iv) by 360. The Liquidity Bank Bonds shall, in accordance with the applicable Indenture, as of the date of payment of such draft, bear interest at a rate per annum equal at all times to the lesser of (i) the Prime Rate per annum or (ii) the Maximum Rate. In the event that the Purchase Price for Liquidity Bank Bonds shall not have been paid by the Payment Date as required hereunder, and the Issuing Bank shall not have been otherwise reimbursed, the portion of the Purchase Price not paid or reimbursed, notwithstanding any other provision of this Agreement (including the occurrence and the continuance of a Default or an Event of Default), shall be deemed automatically and without any action by the Borrower to be an Advance in an amount equal to such portion of the Purchase Price not paid or reimbursed (including, without limitation, the Interest Differential, if any) which is immediately due and payable, bearing interest at a rate per annum equal to the lesser of the Prime Rate, plus 1.00% per annum, or the Highest Lawful Rate, and the Borrower shall be deemed to have purchased such Liquidity Bank Bonds. Such Advance shall be deemed a payment by Borrower of an amount equal to the Purchase Price to the Agent for the account of the Issuing Bank. The Agent shall promptly notify the Tender Agent to deliver the Liquidity Bank Bonds to the Agent for the benefit of Borrower to be held by the -6-

Agent as collateral securing such Advance. The Borrower hereby grants to the Agent, for the benefit of each Bank, a Lien on and a security interest in such Liquidity Bank Bonds, until such time as such Advance shall have been paid in full. Each drawing on a Special Letter of Credit other than a Purchase Drawing and the reimbursement obligation of the Borrower in respect thereof, shall, notwithstanding the delivery of Bonds in respect thereof to the Tender Agent as custodian for the Banks, be governed by paragraph (d) of this Section 2.03. Nothing in this paragraph (i) or elsewhere in this Agreement shall diminish the Borrower's obligation under this Agreement to provide the funds for the payment of, or on demand to reimburse the Issuing Bank for payment of, any draft presented to, and duly honored by, the Issuing Bank under any Letter of Credit at the time and in the manner provided under this Section 2.03 for each Letter of Credit, including without limitation, the Special Letters of Credit, and the automatic funding of an Advance as in this paragraph provided shall not constitute a cure or waiver of the Event of Default for failure to timely provide such funds as in this paragraph agreed. (j) Other than for purposes of calculation of the principal amount of Letters of Credit issued and outstanding under Section 2.01 of this Agreement, each drawing honored in accordance with Section 2.03(i) shall automatically reduce the Letter of Credit Amount of the applicable Special Letter of Credit; provided that (i) with respect to any Partial Drawing, the Letter of Credit Amount shall be automatically increased immediately following such payment by the amount paid for accrued interest on the Bonds (other than such interest component attributable to the Bonds, the principal of which was paid with the proceeds of such drawing) in connection therewith (provided that such automatic reinstatement shall be revoked upon notice from the Agent to the Credit Facility Trustee, at the request of the Majority Banks, of such revocation within seven (7) calendar days from and after the date on which such drawing was honored), and (ii) with respect to any Purchase Drawing, the Letter of Credit Amount shall be automatically increased by an amount equal to (x) the amount drawn by such Purchase Drawing upon reimbursement of such amount to the Issuing Bank, less (y) the portion of the amount in clause (x) hereof representing principal and interest attributable to any Liquidity Bank Bonds, or Bonds held at such time in the name of the Borrower, the Issuer or the User. The Agent shall provide notice to the Credit Facility Trustee and the Trustee of receipt of funds in -7-

Agent as collateral securing such Advance. The Borrower hereby grants to the Agent, for the benefit of each Bank, a Lien on and a security interest in such Liquidity Bank Bonds, until such time as such Advance shall have been paid in full. Each drawing on a Special Letter of Credit other than a Purchase Drawing and the reimbursement obligation of the Borrower in respect thereof, shall, notwithstanding the delivery of Bonds in respect thereof to the Tender Agent as custodian for the Banks, be governed by paragraph (d) of this Section 2.03. Nothing in this paragraph (i) or elsewhere in this Agreement shall diminish the Borrower's obligation under this Agreement to provide the funds for the payment of, or on demand to reimburse the Issuing Bank for payment of, any draft presented to, and duly honored by, the Issuing Bank under any Letter of Credit at the time and in the manner provided under this Section 2.03 for each Letter of Credit, including without limitation, the Special Letters of Credit, and the automatic funding of an Advance as in this paragraph provided shall not constitute a cure or waiver of the Event of Default for failure to timely provide such funds as in this paragraph agreed. (j) Other than for purposes of calculation of the principal amount of Letters of Credit issued and outstanding under Section 2.01 of this Agreement, each drawing honored in accordance with Section 2.03(i) shall automatically reduce the Letter of Credit Amount of the applicable Special Letter of Credit; provided that (i) with respect to any Partial Drawing, the Letter of Credit Amount shall be automatically increased immediately following such payment by the amount paid for accrued interest on the Bonds (other than such interest component attributable to the Bonds, the principal of which was paid with the proceeds of such drawing) in connection therewith (provided that such automatic reinstatement shall be revoked upon notice from the Agent to the Credit Facility Trustee, at the request of the Majority Banks, of such revocation within seven (7) calendar days from and after the date on which such drawing was honored), and (ii) with respect to any Purchase Drawing, the Letter of Credit Amount shall be automatically increased by an amount equal to (x) the amount drawn by such Purchase Drawing upon reimbursement of such amount to the Issuing Bank, less (y) the portion of the amount in clause (x) hereof representing principal and interest attributable to any Liquidity Bank Bonds, or Bonds held at such time in the name of the Borrower, the Issuer or the User. The Agent shall provide notice to the Credit Facility Trustee and the Trustee of receipt of funds in -7-

respect of reimbursement for each drawing under a Special Letter of Credit which has been honored by the Issuing Bank, specifying the date and amount of such reimbursement, and of the related drawing; provided that, failure to provide such notice shall not diminish the obligations of the Borrower hereunder. (k) The obligations of the Borrower in respect of the Special Letters of Credit shall be governed in all respects by the terms and provisions of the Credit Agreement, as amended by this Third Amendment. (d) Section 3.01 of the Credit Agreement is hereby amended to add the following new subsection (d) to the end of said Section 3.01: (d) Notwithstanding anything in this Agreement to the contrary, proceeds of amounts paid to the Issuing Bank for reimbursement of a drawing under a Special Letter of Credit honored by the Issuing Bank shall be promptly thereafter distributed by the Agent to each Bank in accordance with such Bank's Pro Rata Percentage interest in such Special Letter of Credit for reduction of principal or interest outstanding, as the case may be, with respect to such Bank's participation in such drawing. (e) Section 7.12 of the Credit Agreement shall be amended by deleting the first sentence following clause (iv) in said Section 7.12, and substituting in lieu thereof the following: Notwithstanding the above, and in any event, except for (i) Guaranties by the Borrower of indebtedness or obligations of any Subsidiary, or (ii) Guaranties of any Subsidiary of indebtedness or obligations of the Borrower, or (iii) the Guaranty by the Borrower of the obligations of the Dugas Partnership In Commendam in respect of the Series 1995 Lafayette Bonds and the Special Letter of Credit issued in connection therewith, neither the Borrower nor any Subsidiary shall enter into any Guaranty (other than checks deposited and/or endorsed in the ordinary course of business of the Borrower or any Subsidiary) unless (A) liability incurred by the Borrower or such Subsidiary under such

respect of reimbursement for each drawing under a Special Letter of Credit which has been honored by the Issuing Bank, specifying the date and amount of such reimbursement, and of the related drawing; provided that, failure to provide such notice shall not diminish the obligations of the Borrower hereunder. (k) The obligations of the Borrower in respect of the Special Letters of Credit shall be governed in all respects by the terms and provisions of the Credit Agreement, as amended by this Third Amendment. (d) Section 3.01 of the Credit Agreement is hereby amended to add the following new subsection (d) to the end of said Section 3.01: (d) Notwithstanding anything in this Agreement to the contrary, proceeds of amounts paid to the Issuing Bank for reimbursement of a drawing under a Special Letter of Credit honored by the Issuing Bank shall be promptly thereafter distributed by the Agent to each Bank in accordance with such Bank's Pro Rata Percentage interest in such Special Letter of Credit for reduction of principal or interest outstanding, as the case may be, with respect to such Bank's participation in such drawing. (e) Section 7.12 of the Credit Agreement shall be amended by deleting the first sentence following clause (iv) in said Section 7.12, and substituting in lieu thereof the following: Notwithstanding the above, and in any event, except for (i) Guaranties by the Borrower of indebtedness or obligations of any Subsidiary, or (ii) Guaranties of any Subsidiary of indebtedness or obligations of the Borrower, or (iii) the Guaranty by the Borrower of the obligations of the Dugas Partnership In Commendam in respect of the Series 1995 Lafayette Bonds and the Special Letter of Credit issued in connection therewith, neither the Borrower nor any Subsidiary shall enter into any Guaranty (other than checks deposited and/or endorsed in the ordinary course of business of the Borrower or any Subsidiary) unless (A) liability incurred by the Borrower or such Subsidiary under such Guaranty is secured and is for a Primary Obligor's indebtedness or other obligation, and (B) upon payment by the Borrower or such Subsidiary on account of (or in connection with) its obligations under the Guaranty or, after compliance with -8-

applicable foreclosure proceedings specified by law or otherwise agreed upon, the Borrower or such Subsidiary will become subrogated to the right, title and interests of the beneficiary of the Guaranty or of the Primary Obligor, to all Property securing such liability. SECTION 2. CONDITIONS TO EFFECTIVENESS OF AMENDMENT. This Amendment shall become effective upon satisfaction of the following conditions: (a) Each Bank shall have received on or before the effective date of this Amendment (the "Effective Date") this Amendment, executed by the Borrower, the Agent and the Banks and each Guarantor: (b) The Agent shall have received copies of the executed Bond Documents, as that term is defined in the Refunding Agreements dated June 1, 1995 between the Lafayette Issuer and the Dugas Partnership In Commendam, and between the Calcasieu Issuer and the Borrower, respectively, certified by an officer of the Borrower as being true and correct copies of such Bond Documents; (c) The Agent shall have received a legal opinion from counsel for each of the Borrower, each Guarantor and the Trustee. in form and substance satisfactory to the Banks, and such other documents or instruments as the Agent may reasonably request. SECTION 3. Representations of Borrower. The Borrower hereby represents and warrants to the Banks the following: (a) All of the representations and warranties contained in Article V of the Credit Agreement are true and correct on and as of the date hereof and will be true and correct after giving effect to this Amendment; and

applicable foreclosure proceedings specified by law or otherwise agreed upon, the Borrower or such Subsidiary will become subrogated to the right, title and interests of the beneficiary of the Guaranty or of the Primary Obligor, to all Property securing such liability. SECTION 2. CONDITIONS TO EFFECTIVENESS OF AMENDMENT. This Amendment shall become effective upon satisfaction of the following conditions: (a) Each Bank shall have received on or before the effective date of this Amendment (the "Effective Date") this Amendment, executed by the Borrower, the Agent and the Banks and each Guarantor: (b) The Agent shall have received copies of the executed Bond Documents, as that term is defined in the Refunding Agreements dated June 1, 1995 between the Lafayette Issuer and the Dugas Partnership In Commendam, and between the Calcasieu Issuer and the Borrower, respectively, certified by an officer of the Borrower as being true and correct copies of such Bond Documents; (c) The Agent shall have received a legal opinion from counsel for each of the Borrower, each Guarantor and the Trustee. in form and substance satisfactory to the Banks, and such other documents or instruments as the Agent may reasonably request. SECTION 3. Representations of Borrower. The Borrower hereby represents and warrants to the Banks the following: (a) All of the representations and warranties contained in Article V of the Credit Agreement are true and correct on and as of the date hereof and will be true and correct after giving effect to this Amendment; and (b) No event which constitutes a Default or an Event of Default under the Credit Agreement, as amended hereby, has occurred and is continuing, or would result from the execution and delivery of this Amendment. SECTION 4. Capitalized Terms. The capitalized terms used herein which are defined in the Credit Agreement and not otherwise defined herein shall have the meanings specified therein. SECTION 5. Ratification. The Credit Agreement, as hereby amended, is in all respects ratified and confirmed, and all other rights and powers created thereby or thereunder shall be and remain in full force and effect. -9SECTION 6. Counterparts. This Amendment may be executed in several counterparts, and each counterpart, when so executed and delivered, shall constitute an original instrument, and all such separate counterparts shall constitute but one and the same instrument. SECTION 7. GOVERNING LAW THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS. SECTION 8. PRIOR AGREEMENTS. THE CREDIT AGREEMENT, THE NOTES, THIS AMENDMENT AND THE OTHER DOCUMENTS EXECUTED IN CONNECTION HEREWITH CONSTITUTE A "LOAN AGREEMENT" AS DEFINED IN SECTION 26.02(a) OF THE TEXAS BUSINESS & COMMERCE CODE, AND REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. -10-

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto, signed on July 12, 1995 but dated for identification purposes and effective as of June 1, 1995. BORROWER:

SECTION 6. Counterparts. This Amendment may be executed in several counterparts, and each counterpart, when so executed and delivered, shall constitute an original instrument, and all such separate counterparts shall constitute but one and the same instrument. SECTION 7. GOVERNING LAW THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS. SECTION 8. PRIOR AGREEMENTS. THE CREDIT AGREEMENT, THE NOTES, THIS AMENDMENT AND THE OTHER DOCUMENTS EXECUTED IN CONNECTION HEREWITH CONSTITUTE A "LOAN AGREEMENT" AS DEFINED IN SECTION 26.02(a) OF THE TEXAS BUSINESS & COMMERCE CODE, AND REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. -10-

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto, signed on July 12, 1995 but dated for identification purposes and effective as of June 1, 1995. BORROWER: WEINGARTEN REALTY INVESTORS By: [SIGNATURE APPEARS HERE] Title: AGENT: TEXAS COMMERCE BANK NATIONAL ASSOCIATION, Agent By: [SIGNATURE APPEARS HERE] Title: Executive Vice President BANKS: TEXAS COMMERCE BANK NATIONAL ASSOCIATION, in its individual capacity By: [SIGNATURE APPEARS HERE] Title: Executive Vice President FIRST INTERSTATE BANK OF TEXAS, N.A. [SIGNATURE APPEARS HERE] By: ____________________________ Title: David Anderson, Vice President -11-

NATIONSBANK OF TEXAS, N.A.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto, signed on July 12, 1995 but dated for identification purposes and effective as of June 1, 1995. BORROWER: WEINGARTEN REALTY INVESTORS By: [SIGNATURE APPEARS HERE] Title: AGENT: TEXAS COMMERCE BANK NATIONAL ASSOCIATION, Agent By: [SIGNATURE APPEARS HERE] Title: Executive Vice President BANKS: TEXAS COMMERCE BANK NATIONAL ASSOCIATION, in its individual capacity By: [SIGNATURE APPEARS HERE] Title: Executive Vice President FIRST INTERSTATE BANK OF TEXAS, N.A. [SIGNATURE APPEARS HERE] By: ____________________________ Title: David Anderson, Vice President -11-

NATIONSBANK OF TEXAS, N.A. By: [SIGNATURE APPEARS HERE] Title: Senior Vice President SIGNET BANK/VIRGINIA By: [SIGNATURE APPEARS HERE] Title: Senior Vice President BANKS: TEXAS COMMERCE BANK NATIONAL ASSOCIATION, in its individual capacity

NATIONSBANK OF TEXAS, N.A. By: [SIGNATURE APPEARS HERE] Title: Senior Vice President SIGNET BANK/VIRGINIA By: [SIGNATURE APPEARS HERE] Title: Senior Vice President BANKS: TEXAS COMMERCE BANK NATIONAL ASSOCIATION, in its individual capacity By: [SIGNATURE APPEARS HERE] Title: Executive Vice President FIRST INTERSTATE BANK OF TEXAS, N.A. [SIGNATURE APPEARS HERE] By: ____________________________ Title: David Anderson, Vice President -12Consent of Guarantors WEINGARTEN REALTY INVESTORS, as successor by merger to: WEINGARTEN/JONES ROAD COMPANY, INC. WEINGARTEN RAILSPUR, INC. WRI/BAY CITY, INC. WEINGARTEN/VILLAGE ARCADE, INC. AMARILLO CENTERS, INC. CYPRESS/WESTFIELD, INC. WEINGARTEN/NEW YORK, INC. WRI/PUCKETT, INC. WRI/SW PARK II, INC. MESQUITE/TOWN EAST, INC. WTSC, INC. WRI/BELL, INC. WEINGARTEN/VILLAGE ARCADE II, INC. WEINGARTEN/LUBBOCK, INC. WRI/NEDERLAND, INC. By: [SIGNATURE APPEARS HERE] Title: WEINGARTEN/LUFKIN, INC. (formerly WRI/Central Park North, Inc.), as successor by merger to:

Consent of Guarantors WEINGARTEN REALTY INVESTORS, as successor by merger to: WEINGARTEN/JONES ROAD COMPANY, INC. WEINGARTEN RAILSPUR, INC. WRI/BAY CITY, INC. WEINGARTEN/VILLAGE ARCADE, INC. AMARILLO CENTERS, INC. CYPRESS/WESTFIELD, INC. WEINGARTEN/NEW YORK, INC. WRI/PUCKETT, INC. WRI/SW PARK II, INC. MESQUITE/TOWN EAST, INC. WTSC, INC. WRI/BELL, INC. WEINGARTEN/VILLAGE ARCADE II, INC. WEINGARTEN/LUBBOCK, INC. WRI/NEDERLAND, INC. By: [SIGNATURE APPEARS HERE] Title: WEINGARTEN/LUFKIN, INC. (formerly WRI/Central Park North, Inc.), as successor by merger to: WEINGARTEN/LUFKIN THEATER, INC. WRI/LATHROP INC. WEINGARTEN/SOUTHGATE, INC. By: [SIGNATURE APPEARS HERE] Title:

WEINGARTEN/NOSTAT, INC. (formerly Weingarten/Arkansas, Inc.), as successor by merger to: WEINGARTEN/MAINE, INC. WEINGARTEN/TENNESSEE, INC. WEINGARTEN/OKLAHOMA, INC. WEINGARTEN/ARIZONA, INC. WRI/MINISTORAGE, INC. By: [SIGNATURE APPEARS HERE] Title: WEINGARTEN REALTY MANAGEMENT COMPANY By: [SIGNATURE APPEARS HERE] Title: WRI/POST OAK, INC. By: [SIGNATURE APPEARS HERE] Title:

WEINGARTEN/NOSTAT, INC. (formerly Weingarten/Arkansas, Inc.), as successor by merger to: WEINGARTEN/MAINE, INC. WEINGARTEN/TENNESSEE, INC. WEINGARTEN/OKLAHOMA, INC. WEINGARTEN/ARIZONA, INC. WRI/MINISTORAGE, INC. By: [SIGNATURE APPEARS HERE] Title: WEINGARTEN REALTY MANAGEMENT COMPANY By: [SIGNATURE APPEARS HERE] Title: WRI/POST OAK, INC. By: [SIGNATURE APPEARS HERE] Title:

FOURTH AMENDMENT TO CREDIT AGREEMENT THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (the "Amendment") dated as of September 20, 1995, is by and among Weingarten Realty Investors, a Texas real estate investment trust (the "BORROWER") AND TEXAS COMMERCE BANK NATIONAL ASSOCIATION, a national banking association (in its individual capacity, "TCB"), First Interstate Bank of Texas, N.A., a national banking association ("First Interstate"), NationsBank of Texas, N.A., a national banking association ("NationsBank"), Signet Bank/Virginia ("Signet',) and Commerzbank A.G., a domestic branch of a bank organized under the laws of Germany ("Commerzbank"), and each other bank which is a party to the Credit Agreement (collectively, with TCB, First Interstate, NationsBank, Signet and Comrnerzbank, the "Banks") and TCB as Agent for the Banks (in such capacity, the "Agent"). WHEREAS, the Agent, the Banks (excluding Commerzbank) and the Borrower are parties to that certain Credit Agreement dated and effective as of November 22, 1994 (as it has been and may be hereafter amended or otherwise modified and in effect from time to time, the "Credit Agreement"); WHEREAS, the Banks and the Borrower wish to amend the Credit Agreement to reduce the amount payable for the Unused Borrowing Commitment Fee, to add Commerzbank as a lender under the Credit Agreement, and to amend certain related provisions under the Credit Aareement: NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements hereinafter set forth, the Banks, the Agent and the Borrower agree as follows: SECTION 1. AMENDMENTS. (a) Section 2.04 (a) of the Credit Agreement is hereby amended solely for the period commencing retroactively on August 1, 1995, to and including November 21, 1996 by: (i) deleting from the first line of the Unused Borrowing Commitment Fee calculation table immediately following the first full paragraph of such definition, reference to the percentage ".20%, and substituting in lieu thereof, ".l65%"; and (ii) deleting from the reference table indicated for the Coverage Ratio following the proviso in said Section 2.04 (a), reference to the percentage ".20%", and substituting in lieu thereof ".165%".

FOURTH AMENDMENT TO CREDIT AGREEMENT THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (the "Amendment") dated as of September 20, 1995, is by and among Weingarten Realty Investors, a Texas real estate investment trust (the "BORROWER") AND TEXAS COMMERCE BANK NATIONAL ASSOCIATION, a national banking association (in its individual capacity, "TCB"), First Interstate Bank of Texas, N.A., a national banking association ("First Interstate"), NationsBank of Texas, N.A., a national banking association ("NationsBank"), Signet Bank/Virginia ("Signet',) and Commerzbank A.G., a domestic branch of a bank organized under the laws of Germany ("Commerzbank"), and each other bank which is a party to the Credit Agreement (collectively, with TCB, First Interstate, NationsBank, Signet and Comrnerzbank, the "Banks") and TCB as Agent for the Banks (in such capacity, the "Agent"). WHEREAS, the Agent, the Banks (excluding Commerzbank) and the Borrower are parties to that certain Credit Agreement dated and effective as of November 22, 1994 (as it has been and may be hereafter amended or otherwise modified and in effect from time to time, the "Credit Agreement"); WHEREAS, the Banks and the Borrower wish to amend the Credit Agreement to reduce the amount payable for the Unused Borrowing Commitment Fee, to add Commerzbank as a lender under the Credit Agreement, and to amend certain related provisions under the Credit Aareement: NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements hereinafter set forth, the Banks, the Agent and the Borrower agree as follows: SECTION 1. AMENDMENTS. (a) Section 2.04 (a) of the Credit Agreement is hereby amended solely for the period commencing retroactively on August 1, 1995, to and including November 21, 1996 by: (i) deleting from the first line of the Unused Borrowing Commitment Fee calculation table immediately following the first full paragraph of such definition, reference to the percentage ".20%, and substituting in lieu thereof, ".l65%"; and (ii) deleting from the reference table indicated for the Coverage Ratio following the proviso in said Section 2.04 (a), reference to the percentage ".20%", and substituting in lieu thereof ".165%". ; provided that, from and after November 21, 1996 Section 2.04(a) shall be in effect in its form immediately prior to the foregoing amendments. -1-

(b) Section 10.08(a)(i) of the Credit Agreement is hereby amended as of the Effective Date (as defined below) to delete the number "$80,000,000" in said clause (i), and to substitute in lieu thereof the number "$73,000,000". (c) Weingarten Nostat, Inc. ( in its capacity as successor by merger to Mesquite/Town East, Inc.) hereby ratifies and confirms the Consent of Guarantor contnined in the Third Amendment to Credit Agreement, dated effective as of June 1, 1995 but with an "Effective Date" stipulated by the parties to be July 12, 1995. Such Third Amendment inadvertently and erroneously indicated that the Borrower was successor by merger to Mesquite/Town East, Inc. (d) In connection with, and contemporaneously with, this Amendment, Commerzbank has purchased (or will purchase) from each of TCB, Signet, First Interstate and NationsBank, in accordance with Section 10.08 of the Credit Agreement, as amended hereby, a portion of the Commitments and the Notes held by such Banks, and of the interest of each such Bank in Letters of Credit which are issued and outstanding, and accordingly Comrnerzbank shall be, and shall be deemed to be, for all purposes a "Bank" under the Credit Agreement and the other Loan Documents. The requirement under Section 10.08(a) of the Credit Agreement that each assignment shall equal or exceed the lesser of $10,000,000 or the remaining Commitment held by an Assigning Bank is hereby waived for purposes of the purchases described in the foregoing sentence. After giving effect to

(b) Section 10.08(a)(i) of the Credit Agreement is hereby amended as of the Effective Date (as defined below) to delete the number "$80,000,000" in said clause (i), and to substitute in lieu thereof the number "$73,000,000". (c) Weingarten Nostat, Inc. ( in its capacity as successor by merger to Mesquite/Town East, Inc.) hereby ratifies and confirms the Consent of Guarantor contnined in the Third Amendment to Credit Agreement, dated effective as of June 1, 1995 but with an "Effective Date" stipulated by the parties to be July 12, 1995. Such Third Amendment inadvertently and erroneously indicated that the Borrower was successor by merger to Mesquite/Town East, Inc. (d) In connection with, and contemporaneously with, this Amendment, Commerzbank has purchased (or will purchase) from each of TCB, Signet, First Interstate and NationsBank, in accordance with Section 10.08 of the Credit Agreement, as amended hereby, a portion of the Commitments and the Notes held by such Banks, and of the interest of each such Bank in Letters of Credit which are issued and outstanding, and accordingly Comrnerzbank shall be, and shall be deemed to be, for all purposes a "Bank" under the Credit Agreement and the other Loan Documents. The requirement under Section 10.08(a) of the Credit Agreement that each assignment shall equal or exceed the lesser of $10,000,000 or the remaining Commitment held by an Assigning Bank is hereby waived for purposes of the purchases described in the foregoing sentence. After giving effect to this Amendment, each Bank's replacement Note, dated September 20, 1995, and each Bank's Commitment shall be in the principal amount set forth below:
Bank ---TCB NationsBank First Interstate Signet Commerzbank Total Principal Amount ---------------$ 73,000,000 $ 45,000,000 $ 40,000,000 $ 22,000,000 $ 20.000.000 -----------$200,000,000

SECTION 2. CONDITIONS TO EFFECTIVENESS OF AMENDMENT. This Amendment shall become effective upon satisfaction of the following conditions (which shall be evidenced by the signatures of all parties hereto; such date shall be deemed to be the "Effective Date", and such date shall be evidenced by a notice in writing from Agent to Borrower and Banks sent on the date on which the last signature has been received, or as soon as practical thereafter): (a) The Agent shall have received, on behalf of each Bank, this Amendment, executed by the Borrower, the Agent, the Banks and each Guarantor; (b) The Agent shall have received from each of Commerzbank, TCB, NationsBank, First Interstate and Signet an Assignment and Acceptance Agreement with respect to -2-

the purchase by COMMERZBANK OF THE Commitments, the Notes and interests in Letters of Credit held by TCB, NationsBank, First Interstate and Signet; (c) The Borrower shall have executed and delivered to the Agent for each of TCB, NationsBank, First Interstate, Signet and Commerzbank, new replacement Notes in the amount of each such Bank's Pro Rata Share of the Commitments, after giving effect to the purchases described in Section l(d) of this Amendment in exchange for executed copies of each of the Assignment and Acceptance Agreements and the old Notes; and (d) The Agent shall have received such other documents or instruments as the Agent may reasonably request. SECTION 3. REPRESENTATIONS OF BORROWER. The Borrower hereby represents and warrants to the Banks the following: (a) All of the representations and warranties contained in Article V of the Credit Agreement are true and correct

the purchase by COMMERZBANK OF THE Commitments, the Notes and interests in Letters of Credit held by TCB, NationsBank, First Interstate and Signet; (c) The Borrower shall have executed and delivered to the Agent for each of TCB, NationsBank, First Interstate, Signet and Commerzbank, new replacement Notes in the amount of each such Bank's Pro Rata Share of the Commitments, after giving effect to the purchases described in Section l(d) of this Amendment in exchange for executed copies of each of the Assignment and Acceptance Agreements and the old Notes; and (d) The Agent shall have received such other documents or instruments as the Agent may reasonably request. SECTION 3. REPRESENTATIONS OF BORROWER. The Borrower hereby represents and warrants to the Banks the following: (a) All of the representations and warranties contained in Article V of the Credit Agreement are true and correct on and as of the date hereof and will be true and correct after giving effect to this Amendment; and (b) No event which constitutes a Default or an Event of Default under the Credit Agreement, as amended hereby, has occurred and is continuing, or would result from the execution and delivery of this Amendment. SECTION 4. NOTICES. Agent and Commerzbank hereby designate their current address for notices pursuant to Section 10.02 ofthe Credit Agreement as follows:
Agent: Texas Commerce Bank National Association 712 Main Street Houston, Texas 77002 Attention: Mr. Stephen Oglesby 1111 Fannin Houston, Texas 77002 Attention: Manager, Loan Syndication Services Commerzbank, A.G. 1230 Peachtree Street, N.E. Suite 3500 Atlanta, Georgia 30309 Attention: Mr. John Hoyt Mr. Harry Yergey

With a copy to:

Commerzbank:

-3-

SECTION 5. CAPITALIZED TERMS. The capitalized terms used herein which are defined in the Credit Agreement and not otherwise defined herein shall have the meanings specified therein. SECTION 6. RATIFICATION. The Credit Agreement, as hereby amended, is in all respects ratified and confirmed, and all other rights and powers created thereby or thereunder shall be and remain in full force and effect. SECTION 7. COUNTERPARTS. This Amendment may be executed in several counterparts, and each counterpart, when so executed and delivered, shall constitute an original instrument, and all such separate counterparts shall constitute but one and the same instrument. SECTION 8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS. SECTION 9. PRIOR AGREEMENTS. THE CREDIT AGREEMENT, THE NOTES, THIS AMENDMENT AND THE OTHER DOCUMENTS EXECUTED IN CONNECTION HEREWITH CONSTITUTE A "LOAN AGREEMENT" AS DEFINED IN SECTION 26.02(a) OF THE TEXAS BUSINESS &

SECTION 5. CAPITALIZED TERMS. The capitalized terms used herein which are defined in the Credit Agreement and not otherwise defined herein shall have the meanings specified therein. SECTION 6. RATIFICATION. The Credit Agreement, as hereby amended, is in all respects ratified and confirmed, and all other rights and powers created thereby or thereunder shall be and remain in full force and effect. SECTION 7. COUNTERPARTS. This Amendment may be executed in several counterparts, and each counterpart, when so executed and delivered, shall constitute an original instrument, and all such separate counterparts shall constitute but one and the same instrument. SECTION 8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS. SECTION 9. PRIOR AGREEMENTS. THE CREDIT AGREEMENT, THE NOTES, THIS AMENDMENT AND THE OTHER DOCUMENTS EXECUTED IN CONNECTION HEREWITH CONSTITUTE A "LOAN AGREEMENT" AS DEFINED IN SECTION 26.02(a) OF THE TEXAS BUSINESS & COMMERCE CODE, AND REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. -4-

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto, dated as of the date and year first written above. BORROWER: WEINGARTEN REALTY INVESTORS By: [SIGNATURE APPEARS HERE] Title: Executive Vice President and Chief Financial Officer AGENT: TEXAS COMMERCE BANK NATIONAL ASSOCIATION, Agent By: [SIGNATURE APPEARS HERE] Title: Executive Vice President BANKS: TEXAS COMMERCE BANK NATIONAL ASSOCIATION, in its individual By: [SIGNATURE APPEARS HERE] Title: Executive to Vice President FIRST INTERSTATE BANK OF TEXAS, N.A. By: [SIGNATURE APPEARS HERE]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto, dated as of the date and year first written above. BORROWER: WEINGARTEN REALTY INVESTORS By: [SIGNATURE APPEARS HERE] Title: Executive Vice President and Chief Financial Officer AGENT: TEXAS COMMERCE BANK NATIONAL ASSOCIATION, Agent By: [SIGNATURE APPEARS HERE] Title: Executive Vice President BANKS: TEXAS COMMERCE BANK NATIONAL ASSOCIATION, in its individual By: [SIGNATURE APPEARS HERE] Title: Executive to Vice President FIRST INTERSTATE BANK OF TEXAS, N.A. By: [SIGNATURE APPEARS HERE] Title: Vice President -5Signature page of Fourth Amendment to Credit Agreement dated as of September 20, 1995

NATIONSBANK OF TEXAS, N.A. By: [SIGNATURE APPEARS HERE] Title: Senior Vice President SIGNET BANK/VIRGINIA By: [SIGNATURE APPEARS HERE] Title: Senior Vice President COMMERZBANK, A.G. By: [SIGNATURE OF ANDREAS K. BREMER

NATIONSBANK OF TEXAS, N.A. By: [SIGNATURE APPEARS HERE] Title: Senior Vice President SIGNET BANK/VIRGINIA By: [SIGNATURE APPEARS HERE] Title: Senior Vice President COMMERZBANK, A.G. By: [SIGNATURE OF ANDREAS K. BREMER APPEARS HERE] Title: Senior Vice President & Manager COMMERZBANK, A.G. By: [SIGNATURE OF ERIC R. KAGERER APPEARS HERE] Title: Assistant Vice President -6-

Consent of Guarators: WEINGARTEN REALTY INVESTORS, as successor by merger to: WEINGARTEN/JONES ROAD COMPANY, INC. WEINGARTEN RAILSPUR, INC. WRI/BAY CITY, INC. WEINGARTEN/VILLAGE ARCADE, INC. AMARILLO CENTERS, INC. CYPRESS/WESTFIELD, INC. WEINGARTEN/NEW YORK, INC. WRI/PUCKETT, INC. WRI/SW PARK II, INC. WTSC, INC. WRI/BELL, INC. WEINGARTEN/VILLAGE ARCADE II, INC. WEINGARTEN/LUBBOCK, INC. WRI/NEDERLAND, INC. By: [SIGNATURE APPEARS HERE] Title: Vice President WEINGARTEN/LUFKIN, INC. (formerly WRI/Central Park North, Inc.), as successor by merger to: WEINGARTEN/LUFKIN THEATER, INC. WRI/LATHROP INC. WEINGARTEN/SOUTHGATE, INC.

Consent of Guarators: WEINGARTEN REALTY INVESTORS, as successor by merger to: WEINGARTEN/JONES ROAD COMPANY, INC. WEINGARTEN RAILSPUR, INC. WRI/BAY CITY, INC. WEINGARTEN/VILLAGE ARCADE, INC. AMARILLO CENTERS, INC. CYPRESS/WESTFIELD, INC. WEINGARTEN/NEW YORK, INC. WRI/PUCKETT, INC. WRI/SW PARK II, INC. WTSC, INC. WRI/BELL, INC. WEINGARTEN/VILLAGE ARCADE II, INC. WEINGARTEN/LUBBOCK, INC. WRI/NEDERLAND, INC. By: [SIGNATURE APPEARS HERE] Title: Vice President WEINGARTEN/LUFKIN, INC. (formerly WRI/Central Park North, Inc.), as successor by merger to: WEINGARTEN/LUFKIN THEATER, INC. WRI/LATHROP INC. WEINGARTEN/SOUTHGATE, INC. By: [SIGNATURE APPEARS HERE] Title: Vice President -7Signature page of Fourth Amendment to Credit Agreement dated as of September 20, 1995

WEINGARTEN NOSTAT, INC. (formerly Weingarten/Arkansas, Inc.) as successor by merger to: WEINGARTEN/MAINE, INC. WEINGARTEN/TENNESSEE, INC. WEINGARTEN/OKLAHOMA,INC. WEINGARTEN/ARIZONA, INC. WRI/MINISTORAGE, INC. MESQUITE/TOWN EAST, INC. By: [SIGNATURE APPEARS HERE] Title: Vice President WEINGARTEN REALTY MANAGEMENT COMPANY By: [SIGNATURE APPEARS HERE]

WEINGARTEN NOSTAT, INC. (formerly Weingarten/Arkansas, Inc.) as successor by merger to: WEINGARTEN/MAINE, INC. WEINGARTEN/TENNESSEE, INC. WEINGARTEN/OKLAHOMA,INC. WEINGARTEN/ARIZONA, INC. WRI/MINISTORAGE, INC. MESQUITE/TOWN EAST, INC. By: [SIGNATURE APPEARS HERE] Title: Vice President WEINGARTEN REALTY MANAGEMENT COMPANY By: [SIGNATURE APPEARS HERE] Title: Vice President WRI/POST OAK, INC. By: [SIGNATURE APPEARS HERE] Title: Vice President -8Signature page of Fourth Amendment to Credit Agreement dated as of September 20, 1995

THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (the "Amendment") dated as of October 22, 1995, is by and among Weingarten Realty Investors, a Texas real estate investment trust ("Borrower") and TEXAS COMMERCE BANK NATIONAL ASSOCIATION, a national banking association (in its individual capacity, "TCB"), First Interstate Bank of Texas, N.A., a national banking association ("First Interstate"), NationsBank of Texas, N.A., a national banking association ("NationsBank"), Signet Bank/Virginia ("Signet") and Commerzbank, A.G., a domestic branch of a bank organized under the laws of Germany ("Commerzbank"), and each other bank which is a party to the Credit Agreement (collectively, with TCB, First Interstate, NationsBank, Signet and Commerzbank, the "Banks") and TCB as Agent for the Banks (in such capacity, the "Agent"). WHEREAS, the Agent, the Banks and the Borrower are parties to that certain Credit Agreement dated and effective as of November 22, 1994 (as it has been and may be hereafter amended or otherwise modified and in effect from time to time, the "Credit Agreement"); WHEREAS, pursuant to Section 2.11 ot the Credit Agreement, the Borrower has given timely notice in writing to the Agent reflecting the Borrower's desire to extend the Termination Date to a date which is the first anniversary of the current Termination Date, and the Banks have consented to such extension; WHEREAS, the Banks and the Borrower wish to amend the Credit Agreement to extend the Termination Date to a date which is the first anniversary of the current Termination Date; NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements hereinafter set forth, the Banks, the Agent and the Borrower agree as follows: SECTION 1. AMENDMENTS. (a) Section 2.11 of the Credit Agreement is hereby amended by deleting from the second line of the section the

THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (the "Amendment") dated as of October 22, 1995, is by and among Weingarten Realty Investors, a Texas real estate investment trust ("Borrower") and TEXAS COMMERCE BANK NATIONAL ASSOCIATION, a national banking association (in its individual capacity, "TCB"), First Interstate Bank of Texas, N.A., a national banking association ("First Interstate"), NationsBank of Texas, N.A., a national banking association ("NationsBank"), Signet Bank/Virginia ("Signet") and Commerzbank, A.G., a domestic branch of a bank organized under the laws of Germany ("Commerzbank"), and each other bank which is a party to the Credit Agreement (collectively, with TCB, First Interstate, NationsBank, Signet and Commerzbank, the "Banks") and TCB as Agent for the Banks (in such capacity, the "Agent"). WHEREAS, the Agent, the Banks and the Borrower are parties to that certain Credit Agreement dated and effective as of November 22, 1994 (as it has been and may be hereafter amended or otherwise modified and in effect from time to time, the "Credit Agreement"); WHEREAS, pursuant to Section 2.11 ot the Credit Agreement, the Borrower has given timely notice in writing to the Agent reflecting the Borrower's desire to extend the Termination Date to a date which is the first anniversary of the current Termination Date, and the Banks have consented to such extension; WHEREAS, the Banks and the Borrower wish to amend the Credit Agreement to extend the Termination Date to a date which is the first anniversary of the current Termination Date; NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements hereinafter set forth, the Banks, the Agent and the Borrower agree as follows: SECTION 1. AMENDMENTS. (a) Section 2.11 of the Credit Agreement is hereby amended by deleting from the second line of the section the date "November 21, 1997" therefrom, and substituting in lieu thereof the date "November 21, 1998". (b) The definition of "Termination Date" under Section 1.01 of the Credit Agreement is hereby amended by deleting the date "November 21, 1997" therefrom, and substituting in lieu thereof the date "November 21, 1998". SECTION 2. CONDITIONS TO EFFECTIVENESS OF AMENDMENT. This Amendment shall become effective upon satisfaction of the following conditions (which shall be evidenced by the signatures of all parties hereto; such date shall be deemed to be the "Effective Date"): -1-

(a) The Agent shall have received, on behalf of each Bank, this Amendment, executed by the Borrower, the Agent, the Banks and each Guarantor; (b) The Agent shall have received such other documents or instruments as the Agent may reasonably request. SECTION 3. REPRESENTATIONS OF BORROWER. The Borrower hereby represents and warrants to the Banks the following: (a) All of the representations and warranties contnined in Article V of the Credit Agreement are true and correct on and as of the date hereof and will be true and correct after giving effect to this Amendment; and (b) No event which constitutes a Default or an Event of Default under the Credit Agreement, as amended hereby, has occurred and is continuing, or would result from the execution and delivery of this Amendment. SECTION 4. CAPITALIZED TERMS. The capitalized terms used herein which are defined in the Credit Agreement and not otherwise defined herein shall have the meanings specified therein. SECTION 5. RATIFICATION. The Credit Agreement, as hereby amended, is in all respects ratified and confirmed, and all other rights and powers created thereby or thereunder shall be and remain in full force and effect.

(a) The Agent shall have received, on behalf of each Bank, this Amendment, executed by the Borrower, the Agent, the Banks and each Guarantor; (b) The Agent shall have received such other documents or instruments as the Agent may reasonably request. SECTION 3. REPRESENTATIONS OF BORROWER. The Borrower hereby represents and warrants to the Banks the following: (a) All of the representations and warranties contnined in Article V of the Credit Agreement are true and correct on and as of the date hereof and will be true and correct after giving effect to this Amendment; and (b) No event which constitutes a Default or an Event of Default under the Credit Agreement, as amended hereby, has occurred and is continuing, or would result from the execution and delivery of this Amendment. SECTION 4. CAPITALIZED TERMS. The capitalized terms used herein which are defined in the Credit Agreement and not otherwise defined herein shall have the meanings specified therein. SECTION 5. RATIFICATION. The Credit Agreement, as hereby amended, is in all respects ratified and confirmed, and all other rights and powers created thereby or thereunder shall be and remain in full force and effect. SECTION 6. COUNTERPARTS. This Amendment may be executed in several counterparts, and each counterpart, when so executed and delivered, shall constitute an original instrument, and all such separate counterparts shall constitute but one and the same instrument. SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS. SECTION 8. PRIOR AGREEMENTS. THE CREDIT AGREEMENT, THE NOTES, THIS AMENDMENT AND THE OTHER DOCUMENTS EXECUTED IN CONNECTION HEREWITH CONSTITUTE A "LOAN AGREEMENT" AS DEFINED IN SECTION 26.02(a) OF THE TEXAS BUSINESS & COMMERCE CODE, AND REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. -2-

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto, dated as of the date and year first written above. BORROWER: WEINGARTEN REALTY INVESTORS By: [SIGNATURE APPEARS HERE] Title: Executive Vice President AGENT: TEXAS COMMERCE BANK NATIONAL ASSOCIATION, Agent By: [SIGNATURE APPEARS HERE] Title: Vice President

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto, dated as of the date and year first written above. BORROWER: WEINGARTEN REALTY INVESTORS By: [SIGNATURE APPEARS HERE] Title: Executive Vice President AGENT: TEXAS COMMERCE BANK NATIONAL ASSOCIATION, Agent By: [SIGNATURE APPEARS HERE] Title: Vice President BANKS: TEXAS COMMERCE BANK NATIONAL ASSOCIATION, in its individual capacity By: [SIGNATURE APPEARS HERE] Title: Vice President FIRST INTERSTATE BANK OF TEXAS, N.A. By: [SIGNATURE APPEARS HERE] Title: Vice President -3Signature page of Fifth Amendment to Credit Agreement dated as of October 22, 1995

NATIONSBANK OF TEXAS, N.A. By: [SIGNATURE APPEARS HERE] Title: Senior Vice President SIGNET BANK/VIRGINIA

NATIONSBANK OF TEXAS, N.A. By: [SIGNATURE APPEARS HERE] Title: Senior Vice President SIGNET BANK/VIRGINIA By: [SIGNATURE APPEARS HERE] Title: Senior Vice President COMMERZBANK, A.G. By: [SIGNATURE OF ANDREAS K. BREMER APPEARS HERE] Title: Senior Vice President & Manager COMMERZBANK, A.G. By: [SIGNATURE OF HARRY P. YERGEY APPEARS HERE] Title: Vice President -4Signature page of Fifth Amendment to Credit Agreement dated as of October 22, 1995

Consent of Guarators: WEINGARTEN REALTY INVESTORS, as successor by merger to: WEINGARTEN/JONES ROAD COMPANY, INC. WEINGARTEN RAILSPUR, INC. WRI/BAY CITY, INC. WEINGARTEN/VILLAGE ARCADE, INC. AMARILLO CENTERS, INC. CYPRESS/WESTFIELD, INC. WEINGARTEN/NEW YORK, INC. WRI/PUCKETT, INC. WRI/SW PARK II, INC. WTSC, INC. WRI/BELL, INC. WEINGARTEN/VILLAGE ARCADE II, INC. WEINGARTEN/LUBBOCK, INC. WRI/NEDERLAND, INC. By: [SIGNATURE APPEARS HERE] Title: Vice President WEINGARTEN/LUFKIN, INC.

Consent of Guarators: WEINGARTEN REALTY INVESTORS, as successor by merger to: WEINGARTEN/JONES ROAD COMPANY, INC. WEINGARTEN RAILSPUR, INC. WRI/BAY CITY, INC. WEINGARTEN/VILLAGE ARCADE, INC. AMARILLO CENTERS, INC. CYPRESS/WESTFIELD, INC. WEINGARTEN/NEW YORK, INC. WRI/PUCKETT, INC. WRI/SW PARK II, INC. WTSC, INC. WRI/BELL, INC. WEINGARTEN/VILLAGE ARCADE II, INC. WEINGARTEN/LUBBOCK, INC. WRI/NEDERLAND, INC. By: [SIGNATURE APPEARS HERE] Title: Vice President WEINGARTEN/LUFKIN, INC. (formerly WRI/Central Park North, Inc.), as successor by merger to: WEINGARTEN/LUFKIN THEATER, INC. WRI/LATHROP INC. WEINGARTEN/SOUTHGATE, INC. By: [SIGNATURE APPEARS HERE] Title: Vice President -5SIGNATURE PAGE OF FIFTH AMENDMENT TO CREDIT AGREEMENT DATED AS OF OCTOBER 22, 1995

WEINGARTEN NOSTAT, INC. (formerly Weingarten/Arkansas, Inc.) as successor by merger to: WEINGARTEN/MAINE, INC. WEINGARTEN/TENNESSEE, INC. WEINGARTEN/OKLAHOMA,INC. WEINGARTEN/ARIZONA, INC. WRI/MINISTORAGE, INC. MESQUITE/TOWN EAST, INC. By: [SIGNATURE APPEARS HERE] Title: Vice President WEINGARTEN REALTY MANAGEMENT COMPANY By: [SIGNATURE APPEARS HERE] Title: Vice President

WEINGARTEN NOSTAT, INC. (formerly Weingarten/Arkansas, Inc.) as successor by merger to: WEINGARTEN/MAINE, INC. WEINGARTEN/TENNESSEE, INC. WEINGARTEN/OKLAHOMA,INC. WEINGARTEN/ARIZONA, INC. WRI/MINISTORAGE, INC. MESQUITE/TOWN EAST, INC. By: [SIGNATURE APPEARS HERE] Title: Vice President WEINGARTEN REALTY MANAGEMENT COMPANY By: [SIGNATURE APPEARS HERE] Title: Vice President WRI/POST OAK, INC. By: [SIGNATURE APPEARS HERE] Title: Vice President -6SIGNATURE PAGE OF FIFTH AMENDMENT TO CREDIT AGREEMENT DATED AS OF OCTOBER 22, 1995

SIXTH AMENDMENT TO CREDIT AGREEMENT THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (the "Amendment") dated as of November , 1995, is by and among Weingarten Realty Investors, a Texas real estate investment trust (the "Borrower") and TEXAS COMMERCE BANK NATIONAL ASSOCIATION, a national banking association (in its individual capacity, "TCB"), First Interstate Bank of Texas, N.A., a national banking association ("First Interstate"), NationsBank of Texas, N.A., a national banking association ("NationsBank"), Signet Bank/Virginia ("Signet,') and Commerzbank, A.G., a domestic branch of a bank organized under the laws of Germany ("Commerzbank"), and each other bank which is a party to the Credit Agreement (collectively, with TCB, First Interstate, NationsBank, Signet and Commerzbank, the "Banks") and TCB as Agent for the Banks (in such capacity, the "Agent"). WHEREAS, the Agent, the Banks and the Borrower are parties to that certain Credit Agreement dated and effective as of November 22, 1994 (as it has been and may be hereafter amended or otherwise modified and in effect from time to time, the "Credit Agreement"); WHEREAS, the Banks and the Borrower wish to amend the Credit Agreement to increase the principal amount of the Letter of Credit Commitments; NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements hereinafter set forth. the Banks, the Agent and the Borrower agree as follows: SECTION 1. AMENDMENT. (a) The definition of "Letter of Credit Commitment" under Section 1.01 of the Credit Agreement is hereby amended by deleting the number "$15,000,000" therefrom, and substituting in lieu thereof the number "$50,000,000".

SIXTH AMENDMENT TO CREDIT AGREEMENT THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (the "Amendment") dated as of November , 1995, is by and among Weingarten Realty Investors, a Texas real estate investment trust (the "Borrower") and TEXAS COMMERCE BANK NATIONAL ASSOCIATION, a national banking association (in its individual capacity, "TCB"), First Interstate Bank of Texas, N.A., a national banking association ("First Interstate"), NationsBank of Texas, N.A., a national banking association ("NationsBank"), Signet Bank/Virginia ("Signet,') and Commerzbank, A.G., a domestic branch of a bank organized under the laws of Germany ("Commerzbank"), and each other bank which is a party to the Credit Agreement (collectively, with TCB, First Interstate, NationsBank, Signet and Commerzbank, the "Banks") and TCB as Agent for the Banks (in such capacity, the "Agent"). WHEREAS, the Agent, the Banks and the Borrower are parties to that certain Credit Agreement dated and effective as of November 22, 1994 (as it has been and may be hereafter amended or otherwise modified and in effect from time to time, the "Credit Agreement"); WHEREAS, the Banks and the Borrower wish to amend the Credit Agreement to increase the principal amount of the Letter of Credit Commitments; NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements hereinafter set forth. the Banks, the Agent and the Borrower agree as follows: SECTION 1. AMENDMENT. (a) The definition of "Letter of Credit Commitment" under Section 1.01 of the Credit Agreement is hereby amended by deleting the number "$15,000,000" therefrom, and substituting in lieu thereof the number "$50,000,000". SECTION 2. CONDITIONS TO EFFECTIVENESS OF AMENDMENT. This Amendment shall become effective upon satisfaction of the following conditions (which shall be evidenced by the signatures of all parties hereto; such date shall be deemed to be the "Effective Date"): (a) The Agent shall have received, on behalf of each Bank, this Amendment, executed by the Borrower, the Agent, the Banks and each Guarantor; (b) The Agent shall have received such other documents or instruments as the Agent may reasonably request. SECTION 3. Representations of Borrower. The Borrower hereby represents and warrants to the Banks the following: -1-

(a) All of the representations and warranties contained in Article V of the Credit Agreement are true and correct on and as of the date hereof and will be true and correct after giving effect to this Amendment; and (b) No event which constitutes a Default or an Event of Default under the Credit Agreement, as amended hereby, has occurred and is continuing, or would result from the execution and delivery of this Amendment. SECTION 4. CAPITALIZED TERMS. The capitalized terms used herein which are defined in the Credit Agreement and not otherwise defined herein shall have the meanings specified therein. SECTION 5. RATIFICATION. The Credit Agreement, as hereby amended, is in all respects ratified and confirmed, and all other rights and powers created thereby or thereunder shall be and remain in full force and effect. SECTION 6. COUNTERPARTS. This Amendment may be executed in several counterparts, and each counterpart, when so executed and delivered, shall constitute an original instrument, and all such separate counterparts shall constitute but one and the same instrument.

(a) All of the representations and warranties contained in Article V of the Credit Agreement are true and correct on and as of the date hereof and will be true and correct after giving effect to this Amendment; and (b) No event which constitutes a Default or an Event of Default under the Credit Agreement, as amended hereby, has occurred and is continuing, or would result from the execution and delivery of this Amendment. SECTION 4. CAPITALIZED TERMS. The capitalized terms used herein which are defined in the Credit Agreement and not otherwise defined herein shall have the meanings specified therein. SECTION 5. RATIFICATION. The Credit Agreement, as hereby amended, is in all respects ratified and confirmed, and all other rights and powers created thereby or thereunder shall be and remain in full force and effect. SECTION 6. COUNTERPARTS. This Amendment may be executed in several counterparts, and each counterpart, when so executed and delivered, shall constitute an original instrument, and all such separate counterparts shall constitute but one and the same instrument. SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS. SECTION 8. PRIOR AGREEMENTS. THE CREDIT AGREEMENT, THE NOTES, THIS AMENDMENT AND THE OTHER DOCUMENTS EXECUTED IN CONNECTION HEREWITH CONSTITUTE A "LOAN AGREEMENT" AS DEFINED IN SECTION 26.02(a) OF THE TEXAS BUSINESS & COMMERCE CODE, AND REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto, dated as of the date and year first written above. BORROWER: WEINGARTEN REALTY INVESTORS By: [SIGNATURE APPEARS HERE] Title: Executive Vice President AGENT: TEXAS COMMERCE BANK NATIONAL ASSOCIATION, Agent By: [SIGNATURE APPEARS HERE] Title: Vice President BANKS: TEXAS COMMERCE BANK NATIONAL ASSOCIATION, in its individual capacity By: [SIGNATURE APPEARS HERE] Title: Vice President

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto, dated as of the date and year first written above. BORROWER: WEINGARTEN REALTY INVESTORS By: [SIGNATURE APPEARS HERE] Title: Executive Vice President AGENT: TEXAS COMMERCE BANK NATIONAL ASSOCIATION, Agent By: [SIGNATURE APPEARS HERE] Title: Vice President BANKS: TEXAS COMMERCE BANK NATIONAL ASSOCIATION, in its individual capacity By: [SIGNATURE APPEARS HERE] Title: Vice President FIRST INTERSTATE BANK OF TEXAS, N.A. By: [SIGNATURE APPEARS HERE] Title: Vice President -3SIGNATURE PAGE OF SIXTH AMENDMENT TO CREDIT AGREEMENT DATED AS NOVEMBER __, 1995

NATIONSBANK OF TEXAS, N.A. By: [SIGNATURE APPEARS HERE] Title: Senior Vice President SIGNET BANK/VIRGINIA By: [SIGNATURE APPEARS HERE] Title: Senior Vice President COMMERZBANK, A.G. Atlanta Agency

NATIONSBANK OF TEXAS, N.A. By: [SIGNATURE APPEARS HERE] Title: Senior Vice President SIGNET BANK/VIRGINIA By: [SIGNATURE APPEARS HERE] Title: Senior Vice President COMMERZBANK, A.G. Atlanta Agency By: [SIGNATURE OF ANDREAS BREMER APPEARS HERE] Title: Senior Vice President & Manager COMMERZBANK, A.G. Atlanta Agency By: [SIGNATURE OF HARRY YERGEY APPEARS HERE] Title: Vice President -4SIGNATURE PAGE OF SIXTH AMENDMENT TO CREDIT AGREEMENT DATED AS NOVEMBER __, 1995

Consent of Guarators: WEINGARTEN REALTY INVESTORS, as successor by merger to: WEINGARTEN/JONES ROAD COMPANY, INC. WEINGARTEN RAILSPUR, INC. WRI/BAY CITY, INC. WEINGARTEN/VILLAGE ARCADE, INC. AMARILLO CENTERS, INC. CYPRESS/WESTFIELD, INC. WEINGARTEN/NEW YORK, INC. WRI/PUCKETT, INC. WRI/SW PARK II, INC. WTSC, INC. WRI/BELL, INC. WEINGARTEN/VILLAGE ARCADE II, INC. WEINGARTEN/LUBBOCK, INC. WRI/NEDERLAND, INC. By: [SIGNATURE APPEARS HERE] Title: Vice President

Consent of Guarators: WEINGARTEN REALTY INVESTORS, as successor by merger to: WEINGARTEN/JONES ROAD COMPANY, INC. WEINGARTEN RAILSPUR, INC. WRI/BAY CITY, INC. WEINGARTEN/VILLAGE ARCADE, INC. AMARILLO CENTERS, INC. CYPRESS/WESTFIELD, INC. WEINGARTEN/NEW YORK, INC. WRI/PUCKETT, INC. WRI/SW PARK II, INC. WTSC, INC. WRI/BELL, INC. WEINGARTEN/VILLAGE ARCADE II, INC. WEINGARTEN/LUBBOCK, INC. WRI/NEDERLAND, INC. By: [SIGNATURE APPEARS HERE] Title: Vice President WEINGARTEN/LUFKIN, INC. (formerly WRI/Central Park North, Inc.), as successor by merger to: WEINGARTEN/LUFKIN THEATER, INC. WRI/LATHROP INC. WEINGARTEN/SOUTHGATE, INC. By: [SIGNATURE APPEARS HERE] Title: Vice President -5SIGNATURE PAGE OF SIXTH AMENDMENT TO CREDIT AGREEMENT DATED AS NOVEMBER __, 1995

WEINGARTEN NOSTAT, INC. (formerly Weingarten/Arkansas, Inc.) as successor by merger to: WEINGARTEN/MAINE, INC. WEINGARTEN/TENNESSEE, INC. WEINGARTEN/OKLAHOMA,INC. WEINGARTEN/ARIZONA, INC. WRI/MINISTORAGE, INC. MESQUITE/TOWN EAST, INC. By: [SIGNATURE APPEARS HERE] Title: Vice President WEINGARTEN REALTY MANAGEMENT COMPANY By: [SIGNATURE APPEARS HERE]

WEINGARTEN NOSTAT, INC. (formerly Weingarten/Arkansas, Inc.) as successor by merger to: WEINGARTEN/MAINE, INC. WEINGARTEN/TENNESSEE, INC. WEINGARTEN/OKLAHOMA,INC. WEINGARTEN/ARIZONA, INC. WRI/MINISTORAGE, INC. MESQUITE/TOWN EAST, INC. By: [SIGNATURE APPEARS HERE] Title: Vice President WEINGARTEN REALTY MANAGEMENT COMPANY By: [SIGNATURE APPEARS HERE] Title: Vice President WRI/POST OAK, INC. By: [SIGNATURE APPEARS HERE] Title: Vice President -6SIGNATURE PAGE OF SIXTH AMENDMENT TO CREDIT AGREEMENT DATED AS NOVEMBER __, 1995

EXHIBIT 10.28 UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (THE "DEPOSITARY") (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY./1/
REGISTERED No. FXR-----------------CUSIP No. 94874R AH 9 -----------PRINCIPAL AMOUNT $2,000,000 ----------

WEINGARTEN REALTY INVESTORS SENIOR MEDIUM-TERM NOTE, SERIES A

EXHIBIT 10.28 UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (THE "DEPOSITARY") (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY./1/
REGISTERED No. FXR-----------------CUSIP No. 94874R AH 9 -----------PRINCIPAL AMOUNT $2,000,000 ----------

WEINGARTEN REALTY INVESTORS SENIOR MEDIUM-TERM NOTE, SERIES A (Fixed Rate)
ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY DATE: 11/7/07 DEFAULT RATE: N/A

11/7/95 INTEREST PAYMENT DATE(S) [ x ] 3/15 and 9/15 [ ] Other:

6.84% RECORD DATE(S): [ x ] 3/1 and 9/1 [ ] Other:

- -------------------/1/ This paragraph applies to Global Securities only.

REDEMPTION COMMENCEMENT DATE: N/A

INITIAL REDEMPTION PERCENTAGE: N/A

ANNUAL REDEMPTION PERCENTAGE REDUCTION: N/A

OPTIONAL REPAYMENT DATE(S): N/A
[ ] Check if an Original Issue Discount Note Issue Price:

%

SPECIFIED CURRENCY: [ x ] [ ] EXCHANGE RATE AGENT: N/A AUTHORIZED DENOMINATION: U.S. dollars Other

REDEMPTION COMMENCEMENT DATE: N/A

INITIAL REDEMPTION PERCENTAGE: N/A

ANNUAL REDEMPTION PERCENTAGE REDUCTION: N/A

OPTIONAL REPAYMENT DATE(S): N/A
[ ] Check if an Original Issue Discount Note Issue Price:

%

SPECIFIED CURRENCY: [ x ] [ ] EXCHANGE RATE AGENT: N/A AUTHORIZED DENOMINATION: [ x ] [ ] U.S. dollars Other

$1,000 and integral multiples thereof Other:

ADDENDUM ATTACHED [ ] [ x ] Yes No

OTHER/ADDITIONAL PROVISIONS: -2-

WEINGARTEN REALTY INVESTORS (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of $2,000,000, on the Stated Maturity Date specified above (or any Redemption Date or Repayment Date, each as defined on the reverse hereof) (each such Stated Maturity Date, Redemption Date or Repayment Date being hereinafter referred to as the "Maturity Date") with respect to the principal repayable on such date) and to pay interest thereon, at the Interest Rate per annum specified above, until the principal hereof is paid or duly made available for payment, and (to the extent that the payment of such interest shall be legally enforceable) at the Default Rate per annum specified above on any overdue principal, premium and/or interest. The Company will pay interest in arrears on each Interest Payment Date, if any, specified above (each, an "Interest Payment Date"), commencing with the first Interest Payment Date next succeeding the Original Issue Date specified above, and on the Maturity Date; provided, however, that if the Original Issue Date occurs between a Regular Record Date (as defined below) and the next succeeding Interest Payment Date, interest payments will commence on the second Interest Payment Date next succeeding the Original Issue Date to the Holder of this Note on the Regular Record Date with respect to such second Interest Payment Date. Interest on this Note will be computed on the basis of a 360-day year of twelve 30-day months. Notwithstanding the foregoing, if an Addendum is attached hereto or "Other/Additional Provisions" apply to this Note as specified above, this Note shall be subject to the terms set forth in such Addendum or such "Other/Additional Provisions". Interest on this Note will accrue from, and including, the immediately preceding Interest Payment Date to which interest has been paid or duly provided for (or from, and including, the Original Issue Date if no interest has been paid or duly provided for with respect to this Note) to, but excluding, the applicable Interest Payment Date or the Maturity Date, as the case may be (each, an "Interest Period"). The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions described herein, be paid to

WEINGARTEN REALTY INVESTORS (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of $2,000,000, on the Stated Maturity Date specified above (or any Redemption Date or Repayment Date, each as defined on the reverse hereof) (each such Stated Maturity Date, Redemption Date or Repayment Date being hereinafter referred to as the "Maturity Date") with respect to the principal repayable on such date) and to pay interest thereon, at the Interest Rate per annum specified above, until the principal hereof is paid or duly made available for payment, and (to the extent that the payment of such interest shall be legally enforceable) at the Default Rate per annum specified above on any overdue principal, premium and/or interest. The Company will pay interest in arrears on each Interest Payment Date, if any, specified above (each, an "Interest Payment Date"), commencing with the first Interest Payment Date next succeeding the Original Issue Date specified above, and on the Maturity Date; provided, however, that if the Original Issue Date occurs between a Regular Record Date (as defined below) and the next succeeding Interest Payment Date, interest payments will commence on the second Interest Payment Date next succeeding the Original Issue Date to the Holder of this Note on the Regular Record Date with respect to such second Interest Payment Date. Interest on this Note will be computed on the basis of a 360-day year of twelve 30-day months. Notwithstanding the foregoing, if an Addendum is attached hereto or "Other/Additional Provisions" apply to this Note as specified above, this Note shall be subject to the terms set forth in such Addendum or such "Other/Additional Provisions". Interest on this Note will accrue from, and including, the immediately preceding Interest Payment Date to which interest has been paid or duly provided for (or from, and including, the Original Issue Date if no interest has been paid or duly provided for with respect to this Note) to, but excluding, the applicable Interest Payment Date or the Maturity Date, as the case may be (each, an "Interest Period"). The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions described herein, be paid to the person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the March 1 and September 1 next preceding the March 15 and September 15 (whether or not a Market Day, as defined below) Interest Payment Dates (the "Regular Record Date"); provided, however, that interest payable on the Maturity Date will be payable to the person to whom the principal hereof and premium, if any, hereon shall be payable. Any such interest not so punctually paid or duly provided for on any Interest Payment Date with respect to this Note ("Defaulted Interest") will forthwith cease to be payable to the Holder on the Regular Record Date, and shall be paid to the person in whose name this Note is registered at the close of business on a special record date (the "Special Record Date") for the payment of such Defaulted Interest to be fixed by the Trustee hereinafter referred to, notice whereof shall be given to the Holder of this Note by the Trustee not less than 10 calendar days -3-

prior to such Special Record Date, or shall be paid at any time in any other lawful manner, all as more completely described in the Indenture applicable to this Note. "Business Day", as used herein for any particular location, means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in such location are authorized or obligated by law or executive order to close. Payment of principal of (and premium, if any) and any interest in respect of this Note due on the Maturity Date to be made in U.S. dollars will be made in immediately available funds upon presentation and surrender of this Note (and, with respect to any applicable repayment of this Note, a duly completed election form as contemplated on the reverse hereof) at the Paying Agent Office as the Company may determine; provided, however, that if such payment is to be made in a Specified Currency other than U.S. dollars as set forth below, such payment will be made by wire transfer of immediately available funds to an account with a bank located in the Principal Financial Center of the country issuing the Specified Currency (or, for Notes denominated in European Currency Units ("ECUs"), to an ECU account) or other jurisdiction acceptable to the Company and the Paying Agent as shall have been designated by the Holder hereof at least five Business Days prior to the Maturity Date, provided that such bank has appropriate facilities therefor and that this Note (and, if applicable, a duly completed election form) is presented and surrendered at the aforementioned Paying Agent Office in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. Such designation shall be made by

prior to such Special Record Date, or shall be paid at any time in any other lawful manner, all as more completely described in the Indenture applicable to this Note. "Business Day", as used herein for any particular location, means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in such location are authorized or obligated by law or executive order to close. Payment of principal of (and premium, if any) and any interest in respect of this Note due on the Maturity Date to be made in U.S. dollars will be made in immediately available funds upon presentation and surrender of this Note (and, with respect to any applicable repayment of this Note, a duly completed election form as contemplated on the reverse hereof) at the Paying Agent Office as the Company may determine; provided, however, that if such payment is to be made in a Specified Currency other than U.S. dollars as set forth below, such payment will be made by wire transfer of immediately available funds to an account with a bank located in the Principal Financial Center of the country issuing the Specified Currency (or, for Notes denominated in European Currency Units ("ECUs"), to an ECU account) or other jurisdiction acceptable to the Company and the Paying Agent as shall have been designated by the Holder hereof at least five Business Days prior to the Maturity Date, provided that such bank has appropriate facilities therefor and that this Note (and, if applicable, a duly completed election form) is presented and surrendered at the aforementioned Paying Agent Office in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. Such designation shall be made by filing the appropriate information with the Paying Agent at the Paying Agent Office in The City of New York, and, unless revoked, any such designation made with respect to this Note by its registered Holder will remain in effect with respect to any further payments with respect to this Note payable to its Holder. If a payment with respect to this Note cannot be made by wire transfer because the required designation has not been received by the Paying Agent on or before the requisite date or for any other reason, a notice will be mailed to the Holder of this Note at its registered address requesting a designation pursuant to which such wire transfer can be made and, upon the Paying Agent's receipt of such a designation, such payment will be made within five Business Days of such receipt. The Company will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holder of this Note. Payments of interest due on any Interest Payment Date other than the Maturity Date to be made in U.S. dollars will be made by check mailed to the address of the person entitled thereto as such address shall appear in the Security Register maintained at the Payment Agent Office; provided, however, that a Holder of U.S. $10,000,000 (or, if the Specified Currency specified above is other than U.S. dollars, the equivalent thereof in the Specified Currency) or more in aggregate principal amount of Notes (whether having identical or different terms and provisions) will be entitled to receive interest payments on such Interest Payment Date by wire transfer of immediately available -4-

funds if appropriate wire transfer instructions have been received in writing by the Paying Agent not less than five calendar days prior to such Interest Payment Date. Any such wire transfer instructions received by the Paying Agent shall remain in effect until revoked by such Holder. If any Interest Payment Date or the Maturity Date falls on a day that is not a Market Day (as defined below), the required payment of principal, premium, if any, and/or interest need not be made on such day, but may be made on the next succeeding Market Day with the same force and effect as if made on the date such payment was due, and no interest shall accrue with respect to such payment for the period from and after such Interest Payment Date or the Maturity Date, as the case may be, to the date of such payment on the next succeeding Market Day. As used herein, "Market Day" means: (a) for any Note other than a Note the repayment in respect of which is to be made in a Specified Currency other than U.S. dollars, any Business Day in The City of New York; (b) for a Note the payment in respect of which is to be made in a Specified Currency other than U.S. dollars, any Business Day in the Principal Financial Center (as defined below) of the country issuing such Specified Currency

funds if appropriate wire transfer instructions have been received in writing by the Paying Agent not less than five calendar days prior to such Interest Payment Date. Any such wire transfer instructions received by the Paying Agent shall remain in effect until revoked by such Holder. If any Interest Payment Date or the Maturity Date falls on a day that is not a Market Day (as defined below), the required payment of principal, premium, if any, and/or interest need not be made on such day, but may be made on the next succeeding Market Day with the same force and effect as if made on the date such payment was due, and no interest shall accrue with respect to such payment for the period from and after such Interest Payment Date or the Maturity Date, as the case may be, to the date of such payment on the next succeeding Market Day. As used herein, "Market Day" means: (a) for any Note other than a Note the repayment in respect of which is to be made in a Specified Currency other than U.S. dollars, any Business Day in The City of New York; (b) for a Note the payment in respect of which is to be made in a Specified Currency other than U.S. dollars, any Business Day in the Principal Financial Center (as defined below) of the country issuing such Specified Currency which is also a Business Day in The City of New York; and (c) for a Note the payment in respect of which is to be made in ECUs, any Business Day in The City of New York that is also not a day that appears as an ECU non-settlement day on the display designated as "ISDE" on the Reuters Monitor Money Rates Service (or a day so designed by the ECU Banking Association) or, if the ECU non- settlement days do not appear on that page (and are not so designated), is not a day on which payments in ECUs cannot be settled in the international interbank market). "Principal Financial Center" means the capital city of the country issuing the Specified Currency in respect of which payment on the Notes is to be made, except that with respect to U.S. dollars, Australian dollars, German Marks, Dutch Guilders, Italian Lire, Swiss Francs and ECUs, the Principal Financial Center shall be The City of New York, Sydney, Frankfurt, Amsterdam, Milan, Zurich and Luxembourg, respectively. The Company is obligated to make payment of principal, premium, if any, and interest in respect of this Note in the Specified Currency (or, if the Specified Currency is not at the time of such payment legal tender for the payment of public and private debts, in such other coin or currency of the country which issued the Specified Currency as at the time of such payment is legal tender for the payment of such debts). If the Specified Currency is other than U.S. dollars, any such amounts so payable by the Company will be converted by the Exchange Rate Agent specified above into U.S. -5-

dollars for payment to the Holder of this Note; provided, however, that the Holder of this Note may elect to receive such amounts in the Specified Currency pursuant to the provisions set forth below. Payments of principal of (and premium, if any) and interest on any Note denominated in a Specified Currency other than U.S. dollars (a "Foreign Currency Note") will be made in U.S. dollars if the registered Holder of such Note on the relevant Regular Record Date, or at maturity, as the case may be, has transmitted a written request for such payment in U.S. dollars to the Paying Agent at the Paying Agent Office in The City of New York on or before such Regular Record Date, or the date 15 days before maturity, as the case may be. Such request may be in writing (mailed or hand delivered) or sent by cable, telex, or other form of facsimile transmission. Any such request made for any Note by a registered Holder will remain in effect for any further payments of principal of (and premium, if any) and interest on such Note payable to such Holder, unless such request is revoked on or before the relevant Regular Record Date or the date 15 days before maturity, as the case may be. Holders of Notes denominated in a Specified Currency other than U.S. dollars that are registered in the name of a broker or nominee should contact such broker or nominee to determine whether and how to elect to receive payments in U.S. dollars. The U.S. dollar amount to be received by a Holder of a Foreign Currency Note who elects to receive payment in U.S. dollars will be based on the highest bid quotation in The City of New York received by the Exchange Rate

dollars for payment to the Holder of this Note; provided, however, that the Holder of this Note may elect to receive such amounts in the Specified Currency pursuant to the provisions set forth below. Payments of principal of (and premium, if any) and interest on any Note denominated in a Specified Currency other than U.S. dollars (a "Foreign Currency Note") will be made in U.S. dollars if the registered Holder of such Note on the relevant Regular Record Date, or at maturity, as the case may be, has transmitted a written request for such payment in U.S. dollars to the Paying Agent at the Paying Agent Office in The City of New York on or before such Regular Record Date, or the date 15 days before maturity, as the case may be. Such request may be in writing (mailed or hand delivered) or sent by cable, telex, or other form of facsimile transmission. Any such request made for any Note by a registered Holder will remain in effect for any further payments of principal of (and premium, if any) and interest on such Note payable to such Holder, unless such request is revoked on or before the relevant Regular Record Date or the date 15 days before maturity, as the case may be. Holders of Notes denominated in a Specified Currency other than U.S. dollars that are registered in the name of a broker or nominee should contact such broker or nominee to determine whether and how to elect to receive payments in U.S. dollars. The U.S. dollar amount to be received by a Holder of a Foreign Currency Note who elects to receive payment in U.S. dollars will be based on the highest bid quotation in The City of New York received by the Exchange Rate Agent as of 11:00 a.m., New York City time, on the second Market Day next preceding the applicable payment date from three recognized foreign exchange dealers (one of which may be the Exchange Rate Agent) for the purchase by the quoting dealer of the Specified Currency for U.S. dollars for settlement on such payment date in the aggregate amount of the Specified Currency payable to all Holders of Notes electing to receive U.S. dollar payments and at which the applicable dealer commits to execute a contract. If three such bid quotations are not available on the second Market Day preceding the date of payment of principal (and premium, if any) or interest for any Note, such payment will be made in the Specified Currency. All currency exchange costs associated with any payment in U.S. dollars on any such Note will be borne by the Holder thereof by deductions from such payment. A Holder of a Foreign Currency Note may elect to receive payment of the principal of and premium, if any, and interest on such Note in the Specified Currency by submitting a written request for such payment to the Trustee at its Corporate Trust Office in The City of New York on or prior to the applicable record date or at least 15 calendar days prior to the Maturity Date, as the case may be. Such written request may be mailed or handdelivered or sent by cable, telex or other form of facsimile transmission. A Holder of a Foreign Currency Note may elect to receive payment in the applicable Specified Currency for all such principal, premium, if any, and interest payments and need not file a separate election for each payment. Such election will remain in effect until revoked by written notice to the Trustee, but written notice of any such revocation must be received by the Trustee on or prior to the applicable Record Date or at least 15 calendar days prior to the Maturity -6-

Date, as the case may be, Holders of Foreign Currency Notes whose Notes are to be held in the name of a broker or nominee should contact such broker or nominee to determine whether and how an election to receive payments in the applicable Specified Currency may be made. If the principal of (and premium, if any) or interest on any Note is payable in other than U.S. dollars and such Specified Currency (other than ECUs) is not available due to the imposition of exchange controls or other circumstances beyond the control of the Company, the Company will be entitled to satisfy its obligations to the Holder of such Note by making such payment (including any such payment at maturity) in U.S. dollars on the basis of the most recently available Exchange Rate. If the principal of (and premium, if any) and interest on any Note is payable in ECUs, and the ECU is not available due to the imposition of exchange controls or other circumstances beyond the control of the Company or the ECU is used neither as the unit of account of the European Communities nor as the currency of the European Union, the Company will be entitled to satisfy its obligations to the Holder of such Note by making such payment (including any such payment at maturity) in a component currency of the ECU chosen by the Exchange Rate Agent. Any U.S. dollar amount to be received by a Holder of a Foreign Currency Note will be based on the highest bid quotation in The City of New York received by the Exchange Rate Agent at approximately 11:00 A.M. New

Date, as the case may be, Holders of Foreign Currency Notes whose Notes are to be held in the name of a broker or nominee should contact such broker or nominee to determine whether and how an election to receive payments in the applicable Specified Currency may be made. If the principal of (and premium, if any) or interest on any Note is payable in other than U.S. dollars and such Specified Currency (other than ECUs) is not available due to the imposition of exchange controls or other circumstances beyond the control of the Company, the Company will be entitled to satisfy its obligations to the Holder of such Note by making such payment (including any such payment at maturity) in U.S. dollars on the basis of the most recently available Exchange Rate. If the principal of (and premium, if any) and interest on any Note is payable in ECUs, and the ECU is not available due to the imposition of exchange controls or other circumstances beyond the control of the Company or the ECU is used neither as the unit of account of the European Communities nor as the currency of the European Union, the Company will be entitled to satisfy its obligations to the Holder of such Note by making such payment (including any such payment at maturity) in a component currency of the ECU chosen by the Exchange Rate Agent. Any U.S. dollar amount to be received by a Holder of a Foreign Currency Note will be based on the highest bid quotation in The City of New York received by the Exchange Rate Agent at approximately 11:00 A.M. New York City time, on the second Market Day preceding the applicable payment date from three recognized foreign exchange dealers (one of whom may be the Exchange Rate Agent) selected by the Exchange Rate Agent and approved by the Company for the quoting dealer of the Specified Currency for U.S. dollars for settlement on such payment date in the aggregate amount of the Specified Currency payable to all Holders of Foreign Currency Notes scheduled to receive U.S. dollar payments and at which the applicable dealer commits to execute a contract. All currency exchange costs will be borne by the Holder of such Foreign Currency Note by deductions from such payments. If three such bid quotations are not available, payments will be made in the Specified Currency. If the applicable Specified Currency is not available for the payment of principal, premium, if any, or interest with respect to a Foreign Currency Note due to the imposition of exchange controls or other circumstances beyond the control of the Company, the Company will be entitled to satisfy its obligations to the Holder of such Foreign Currency Note by making such payment in U.S. dollars on the basis of the Market Exchange Rate on the second Market Day prior to such payment or, if such Market Exchange Rate is not then available, on the basis of the most recently available Market Exchange Rate or as otherwise specified in the applicable Pricing Supplement. The "Market Exchange Rate" for a Specified Currency other than U.S. dollars means the noon dollar buying rate in The City of New York for the cable transfer for such Specified Currency as certified for customs purposes by (or if not so certified, as otherwise determined by) the Federal Reserve Bank of New York. -7-

If payment in respect of a Foreign Currency Note is required to be made in any currency unit (e.g., ECU), and such currency unit is unavailable due to the imposition of exchange controls or other circumstances beyond the Company's control, then the Company will be entitled, but not required, to make any payments in respect of such Note in U.S. dollars until such currency unit is again available. The amount of each payment in U.S. dollars shall be computed on the basis of the equivalent of the currency unit in U.S. dollars, which shall be determined by the Company or its agent on the following basis. The component currencies of the currency unit for this purpose (collectively, the "Component Currencies" and each, a "Component Currency") shall be the currency amounts that were components of the currency unit as of the last day on which the currency unit was used. The equivalent of the currency unit in U.S. dollars shall be calculated by aggregating the U.S. dollar equivalent of the Component Currencies. The U.S. dollar equivalent of each of the Component Currencies shall be determined by the Company or its agent on the basis of the most recently available Market Exchange Rate for each such Component Currency. If the official unit of any Component Currency is altered by way of combination or subdivision, the number of units of the currency as a Component Currency shall be divided or multiplied in the same proportion. If two or more Component Currencies are consolidated into a single currency, the amounts of those currencies as Component Currencies shall be replaced by an amount in such single currency equal to the sum of the amounts of the consolidated Component Currencies expressed in such single currency. If any Component Currency is divided into two or more currencies, the amount of the original Component Currency shall be replaced by the

If payment in respect of a Foreign Currency Note is required to be made in any currency unit (e.g., ECU), and such currency unit is unavailable due to the imposition of exchange controls or other circumstances beyond the Company's control, then the Company will be entitled, but not required, to make any payments in respect of such Note in U.S. dollars until such currency unit is again available. The amount of each payment in U.S. dollars shall be computed on the basis of the equivalent of the currency unit in U.S. dollars, which shall be determined by the Company or its agent on the following basis. The component currencies of the currency unit for this purpose (collectively, the "Component Currencies" and each, a "Component Currency") shall be the currency amounts that were components of the currency unit as of the last day on which the currency unit was used. The equivalent of the currency unit in U.S. dollars shall be calculated by aggregating the U.S. dollar equivalent of the Component Currencies. The U.S. dollar equivalent of each of the Component Currencies shall be determined by the Company or its agent on the basis of the most recently available Market Exchange Rate for each such Component Currency. If the official unit of any Component Currency is altered by way of combination or subdivision, the number of units of the currency as a Component Currency shall be divided or multiplied in the same proportion. If two or more Component Currencies are consolidated into a single currency, the amounts of those currencies as Component Currencies shall be replaced by an amount in such single currency equal to the sum of the amounts of the consolidated Component Currencies expressed in such single currency. If any Component Currency is divided into two or more currencies, the amount of the original Component Currency shall be replaced by the amounts of such two or more currencies, the sum of which shall be equal to the amount of the original Component Currency. All determinations referred to above made by the Exchange Rate Agent shall be at its sole discretion and shall, in the absence of manifest error, be conclusive for all purposes and binding on the Holder of this Note. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof and, if so specified above, in the Addendum hereto, which further provisions shall have the same force and effect as if set forth on the face hereof. Unless the Certificate of Authentication hereon has been executed by the Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. -8-

IN WITNESS WHEREOF, Weingarten Realty Investors has caused this Note to be executed. WEINGARTEN REALTY INVESTORS By: Name: Title: Dated: November 7, 1995 -9-

TRUSTEE'S CERTIFICATE OF AUTHENTICATION: This is one of the Notes of the series designated therein referred to in the within-mentioned Indenture. TEXAS COMMERCE BANK NATIONAL ASSOCIATION, as Trustee

IN WITNESS WHEREOF, Weingarten Realty Investors has caused this Note to be executed. WEINGARTEN REALTY INVESTORS By: Name: Title: Dated: November 7, 1995 -9-

TRUSTEE'S CERTIFICATE OF AUTHENTICATION: This is one of the Notes of the series designated therein referred to in the within-mentioned Indenture. TEXAS COMMERCE BANK NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory for Chemical Bank, as Agent for Texas Commerce Bank National Association -10-

WEINGARTEN REALTY INVESTORS SENIOR MEDIUM-TERM NOTE, SERIES A (Fixed Rate) This Note is one of a duly authorized series of Debt Securities (the "Debt Securities") of the Company issued and to be issued under an Indenture, dated as of May 1, 1995, as amended, modified or supplemented from time to time (the "Indenture"), between the Company and Texas Commerce Bank National Association, as Trustee (the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Debt Securities, and of the terms upon which the Debt Securities are, and are to be, authenticated and delivered. This Note is one of the series of Debt Securities designated as "Medium-Term Notes, Series A Due 9 Months or more from Date of Issue" (the "Notes"). All terms used but not defined in this Note specified on the face hereof or in an Addendum hereto shall have the meanings assigned to such terms in the Indenture. This Note is issuable only in registered form without coupons. Notes denominated in U.S. dollars will be initially issued in denominations of $1,000 and integral multiples thereof, and Notes denominated in other than U.S. dollars will be initially issued in denominations of the amount of the Specified Currency for such Note equivalent, at the noon buying rate for cable transfers in The City of New York for such Specified Currency (the "Exchange Rate") on the first Market Day next preceding the date on which the Company accepts the offer to purchase such Note, to $1,000 and integral multiples thereof (or the equivalent thereof in the Specified Currency for such Note). Interest rates offered by the Company with respect to a Note may differ depending upon, among other things, the aggregate principal amount of the Notes purchased in any single transaction. This Note will not be subject to any sinking fund and, unless otherwise provided on the face hereof in accordance with the provisions of the following two paragraphs, will not be redeemable or repayable prior to the Stated Maturity Date.

TRUSTEE'S CERTIFICATE OF AUTHENTICATION: This is one of the Notes of the series designated therein referred to in the within-mentioned Indenture. TEXAS COMMERCE BANK NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory for Chemical Bank, as Agent for Texas Commerce Bank National Association -10-

WEINGARTEN REALTY INVESTORS SENIOR MEDIUM-TERM NOTE, SERIES A (Fixed Rate) This Note is one of a duly authorized series of Debt Securities (the "Debt Securities") of the Company issued and to be issued under an Indenture, dated as of May 1, 1995, as amended, modified or supplemented from time to time (the "Indenture"), between the Company and Texas Commerce Bank National Association, as Trustee (the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Debt Securities, and of the terms upon which the Debt Securities are, and are to be, authenticated and delivered. This Note is one of the series of Debt Securities designated as "Medium-Term Notes, Series A Due 9 Months or more from Date of Issue" (the "Notes"). All terms used but not defined in this Note specified on the face hereof or in an Addendum hereto shall have the meanings assigned to such terms in the Indenture. This Note is issuable only in registered form without coupons. Notes denominated in U.S. dollars will be initially issued in denominations of $1,000 and integral multiples thereof, and Notes denominated in other than U.S. dollars will be initially issued in denominations of the amount of the Specified Currency for such Note equivalent, at the noon buying rate for cable transfers in The City of New York for such Specified Currency (the "Exchange Rate") on the first Market Day next preceding the date on which the Company accepts the offer to purchase such Note, to $1,000 and integral multiples thereof (or the equivalent thereof in the Specified Currency for such Note). Interest rates offered by the Company with respect to a Note may differ depending upon, among other things, the aggregate principal amount of the Notes purchased in any single transaction. This Note will not be subject to any sinking fund and, unless otherwise provided on the face hereof in accordance with the provisions of the following two paragraphs, will not be redeemable or repayable prior to the Stated Maturity Date. This Note will be subject to redemption at the option of the Company on any date on and after the Redemption Commencement Date, if any, specified on the face hereof, in whole or from time to time in part in increments of U.S. $1,000 or the minimum authorized denomination (provided that any remaining principal amount hereof shall be at least U.S. $1,000 or such minimum authorized denomination, at the Redemption Price (as defined below), together with unpaid interest accrued thereon to the date fixed for redemption (each, a "Redemption Date"), on notice given no more than -11-

60 nor less than 30 calendar days prior to the Redemption Date and in accordance with the provisions of the Indenture. The "Redemption Price" shall initially be the Initial Redemption Percentage specified on the face hereof

WEINGARTEN REALTY INVESTORS SENIOR MEDIUM-TERM NOTE, SERIES A (Fixed Rate) This Note is one of a duly authorized series of Debt Securities (the "Debt Securities") of the Company issued and to be issued under an Indenture, dated as of May 1, 1995, as amended, modified or supplemented from time to time (the "Indenture"), between the Company and Texas Commerce Bank National Association, as Trustee (the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Debt Securities, and of the terms upon which the Debt Securities are, and are to be, authenticated and delivered. This Note is one of the series of Debt Securities designated as "Medium-Term Notes, Series A Due 9 Months or more from Date of Issue" (the "Notes"). All terms used but not defined in this Note specified on the face hereof or in an Addendum hereto shall have the meanings assigned to such terms in the Indenture. This Note is issuable only in registered form without coupons. Notes denominated in U.S. dollars will be initially issued in denominations of $1,000 and integral multiples thereof, and Notes denominated in other than U.S. dollars will be initially issued in denominations of the amount of the Specified Currency for such Note equivalent, at the noon buying rate for cable transfers in The City of New York for such Specified Currency (the "Exchange Rate") on the first Market Day next preceding the date on which the Company accepts the offer to purchase such Note, to $1,000 and integral multiples thereof (or the equivalent thereof in the Specified Currency for such Note). Interest rates offered by the Company with respect to a Note may differ depending upon, among other things, the aggregate principal amount of the Notes purchased in any single transaction. This Note will not be subject to any sinking fund and, unless otherwise provided on the face hereof in accordance with the provisions of the following two paragraphs, will not be redeemable or repayable prior to the Stated Maturity Date. This Note will be subject to redemption at the option of the Company on any date on and after the Redemption Commencement Date, if any, specified on the face hereof, in whole or from time to time in part in increments of U.S. $1,000 or the minimum authorized denomination (provided that any remaining principal amount hereof shall be at least U.S. $1,000 or such minimum authorized denomination, at the Redemption Price (as defined below), together with unpaid interest accrued thereon to the date fixed for redemption (each, a "Redemption Date"), on notice given no more than -11-

60 nor less than 30 calendar days prior to the Redemption Date and in accordance with the provisions of the Indenture. The "Redemption Price" shall initially be the Initial Redemption Percentage specified on the face hereof multiplied by the unpaid principal amount of this Note to be redeemed. The Initial Redemption Percentage shall decline at each anniversary of the Redemption Commencement Date by the Annual Redemption Percentage Reduction, if any, specified on the face hereof until the Redemption Price is 100% of unpaid principal amount to be redeemed. In the event of redemption of the Note in part only, a new Note of like tenor for the unredeemed portion hereof and otherwise having the same terms as this Note shall be issued in the name of the Holder hereof upon the presentation and surrender hereof. This Note will be subject to repayment by the Company at the option of the Holder hereof on the Optional Repayment Date(s), if any, specified on the face hereof, in whole or in part in increments of U.S. $1,000 or the minimum authorized denomination (provided that any remaining principal amount hereof shall be a minimum authorized denomination), at a repayment price equal to 100% of the unpaid principal amount to be repaid, together with unpaid interest accrued thereon to the date fixed for repayment (each, a "Repayment Date"). For this Note to be repaid, this Note must be received, together with the form herein entitled "Option to Elect Repayment" duly completed, by the Trustee at its corporate trust office not more than 60 nor less than 30 calendar days prior to the Repayment Date. Exercise of such repayment option by the Holder hereof will be irrevocable. In the event of repayment of this Note in part only, a new Note of like tenor for the unrepaid portion hereof and otherwise having the same terms as this Note shall be issued in the name of the Holder hereof upon the presentation and surrender hereof.

60 nor less than 30 calendar days prior to the Redemption Date and in accordance with the provisions of the Indenture. The "Redemption Price" shall initially be the Initial Redemption Percentage specified on the face hereof multiplied by the unpaid principal amount of this Note to be redeemed. The Initial Redemption Percentage shall decline at each anniversary of the Redemption Commencement Date by the Annual Redemption Percentage Reduction, if any, specified on the face hereof until the Redemption Price is 100% of unpaid principal amount to be redeemed. In the event of redemption of the Note in part only, a new Note of like tenor for the unredeemed portion hereof and otherwise having the same terms as this Note shall be issued in the name of the Holder hereof upon the presentation and surrender hereof. This Note will be subject to repayment by the Company at the option of the Holder hereof on the Optional Repayment Date(s), if any, specified on the face hereof, in whole or in part in increments of U.S. $1,000 or the minimum authorized denomination (provided that any remaining principal amount hereof shall be a minimum authorized denomination), at a repayment price equal to 100% of the unpaid principal amount to be repaid, together with unpaid interest accrued thereon to the date fixed for repayment (each, a "Repayment Date"). For this Note to be repaid, this Note must be received, together with the form herein entitled "Option to Elect Repayment" duly completed, by the Trustee at its corporate trust office not more than 60 nor less than 30 calendar days prior to the Repayment Date. Exercise of such repayment option by the Holder hereof will be irrevocable. In the event of repayment of this Note in part only, a new Note of like tenor for the unrepaid portion hereof and otherwise having the same terms as this Note shall be issued in the name of the Holder hereof upon the presentation and surrender hereof. If this Note is an Original Issue Discount Note as specified on the face hereof, the amount payable to the Holder of this Note in the event of redemption, repayment or acceleration of maturity will be equal to (i) the Amortized Face Amount (as defined below) as of the date of such event, plus (ii) with respect to any redemption, the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if any) minus 100% multiplied by the Issue Price specified on the face hereof, net of any portion of such Issue Price which has been paid prior to the Redemption Date, or the portion of the Issue Price (or the net amount) proportionate to the portion of the unpaid principal amount to be redeemed, plus (iii) any accrued interest to the date of such event the payment of which would constitute qualified stated interest payments within the meaning of Treasury Regulation 1.1273-1(c) under the Internal Revenue Code of 1986, as amended (the "Code"). The "Amortized Face Amount" shall mean an amount equal to (i) the Issue Price plus (ii) the aggregate portions of the original issue discount (the excess of the amounts considered as part of the "stated redemption price at maturity" of this Note within the meaning of Section 1273(a)(2) of the Code, whether denominated as principal or interest, over the Issue Price) which shall theretofore have accrued pursuant to Section 1272 of the Code (without regard to Section 1272(a)(7) of the Code) from the Original Issue Date to the date of determination, minus (iii) any amount considered as part -12-

of the "stated redemption price at maturity" of this Note which has been paid from the Original Issue Date to the date of determination. If an Event of Default, as defined in the Indenture, shall occur and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture contains provisions for defeasance of (i) the entire indebtedness of the Notes or (ii) certain covenants and Events of Default with respect to the Notes, in each case upon compliance with certain conditions set forth therein, which provisions apply to the Notes. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Debt Securities at any time by the Company and the Trustee with the consent of the Holders of not less than a majority of the aggregate principal amount of all Debt Securities at the time outstanding and affected thereby. The Indenture also contains provisions permitting the Holders of not less than a majority of the aggregate principal amount of the outstanding Debt Securities, on behalf of the Holders of all such Debt Securities, to waive compliance by the Company with certain provisions of the Indenture. Furthermore, provisions in the Indenture permit the Holders of not less than a majority of the aggregate principal amount of the outstanding Debt Securities, in certain instances, to waive, on

of the "stated redemption price at maturity" of this Note which has been paid from the Original Issue Date to the date of determination. If an Event of Default, as defined in the Indenture, shall occur and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture contains provisions for defeasance of (i) the entire indebtedness of the Notes or (ii) certain covenants and Events of Default with respect to the Notes, in each case upon compliance with certain conditions set forth therein, which provisions apply to the Notes. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Debt Securities at any time by the Company and the Trustee with the consent of the Holders of not less than a majority of the aggregate principal amount of all Debt Securities at the time outstanding and affected thereby. The Indenture also contains provisions permitting the Holders of not less than a majority of the aggregate principal amount of the outstanding Debt Securities, on behalf of the Holders of all such Debt Securities, to waive compliance by the Company with certain provisions of the Indenture. Furthermore, provisions in the Indenture permit the Holders of not less than a majority of the aggregate principal amount of the outstanding Debt Securities, in certain instances, to waive, on behalf of all of the Holders of Debt Securities of such series, certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and other Notes issued upon the registration of transfer hereof or in exchange heretofore or in lieu hereof, whether or not notation of such consent or waiver is made upon the Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay principal, premium, if any, and interest in respect of this Note at the times, places and rate or formula, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein and herein set forth, the transfer of this Note is registrable in the Security Register of the Company upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal hereof and any premium or interest hereon are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder hereof or by his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. -13-

As provided in the Indenture and subject to certain limitations therein and herein set forth, this Note is exchangeable for a like aggregate principal amount of Notes of different authorized denominations but otherwise having the same terms and conditions, as requested by the Holder hereof surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Holder in whose name this Note is registered as the owner thereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Indenture and this Note shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely in such State. -14-

ABBREVIATIONS

As provided in the Indenture and subject to certain limitations therein and herein set forth, this Note is exchangeable for a like aggregate principal amount of Notes of different authorized denominations but otherwise having the same terms and conditions, as requested by the Holder hereof surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Holder in whose name this Note is registered as the owner thereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Indenture and this Note shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely in such State. -14-

ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM TEN ENT JT TEN - as tenants in common UNIF GIFT MIN ACT - ______________ Custodian ______________ - as tenants by the entireties (Cust) (Minor) - as joint tenants with rights of survivorship and not as tenants in common Act ___________________________________ (State)

Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undesigned hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

(Please print or typewrite name and address including postal zip code of assignee) the within Note and all rights thereunder hereby irrevocably constituting and appointing ____________________________________________________________ Attorney to transfer said Note on the books of the Trustee, with full power of substitution in the premises. Date: __________________________________________ Notice: The signature(s) on this assignment must correspond with the name(s) as written upon the face of the within Note in every particular, without alteration or enlargement or any change whatsoever. -15-

OPTION TO ELECT REPAYMENT

ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM TEN ENT JT TEN - as tenants in common UNIF GIFT MIN ACT - ______________ Custodian ______________ - as tenants by the entireties (Cust) (Minor) - as joint tenants with rights of survivorship and not as tenants in common Act ___________________________________ (State)

Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undesigned hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

(Please print or typewrite name and address including postal zip code of assignee) the within Note and all rights thereunder hereby irrevocably constituting and appointing ____________________________________________________________ Attorney to transfer said Note on the books of the Trustee, with full power of substitution in the premises. Date: __________________________________________ Notice: The signature(s) on this assignment must correspond with the name(s) as written upon the face of the within Note in every particular, without alteration or enlargement or any change whatsoever. -15-

OPTION TO ELECT REPAYMENT The undersigned hereby irrevocably request(s) and instruct(s) the Company to repay this Note (or portion hereof specified below) pursuant to its terms at a price equal to 100% of the principal amount to be repaid, together with unpaid interest accrued hereon to the Repayment Date, to the undersigned, at ___________________________________________________________________________ (Please print or typewrite name and address of the undersigned) For this Note to be repaid, the Trustee must receive at its corporate trust office, not more than 60 nor less than 30 calendar days prior to the Repayment Date, this Note with this "Option to Elect Repayment" form duly completed. If less than the entire principal amount of this Note is to be repaid, specify the portion hereof (which shall be increments of U.S. $1,000 (or, if the Specified Currency is other than U.S. dollars, the minimum authorized denomination specified on the face hereof)) which the Holder elects to have repaid and specify the denomination or denominations (which shall be an authorized Denomination) of the Notes to be issued to the Holder for the portion of this Note not being repaid (in the absence of any such specification, one such Note will be issued for the portion not being repaid).

OPTION TO ELECT REPAYMENT The undersigned hereby irrevocably request(s) and instruct(s) the Company to repay this Note (or portion hereof specified below) pursuant to its terms at a price equal to 100% of the principal amount to be repaid, together with unpaid interest accrued hereon to the Repayment Date, to the undersigned, at ___________________________________________________________________________ (Please print or typewrite name and address of the undersigned) For this Note to be repaid, the Trustee must receive at its corporate trust office, not more than 60 nor less than 30 calendar days prior to the Repayment Date, this Note with this "Option to Elect Repayment" form duly completed. If less than the entire principal amount of this Note is to be repaid, specify the portion hereof (which shall be increments of U.S. $1,000 (or, if the Specified Currency is other than U.S. dollars, the minimum authorized denomination specified on the face hereof)) which the Holder elects to have repaid and specify the denomination or denominations (which shall be an authorized Denomination) of the Notes to be issued to the Holder for the portion of this Note not being repaid (in the absence of any such specification, one such Note will be issued for the portion not being repaid). Principal Amount to be Repaid: $____________________________ Date: ______________________________________ Notice: The signature(s) on this Option to Elect Repayment must correspond with the name(s) as written upon the face of the within Note in every particular, without alteration or enlargement or any change whatsoever. -16-

EXHIBIT 10.29 UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (THE "DEPOSITARY") (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY./1/
REGISTERED No. FXR---------------CUSIP No. 94874R AJ5 ---------PRINCIPAL AMOUNT $5,000,000 ----------

WEINGARTEN REALTY INVESTORS SENIOR MEDIUM-TERM NOTE, SERIES A (Fixed Rate)

EXHIBIT 10.29 UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (THE "DEPOSITARY") (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY./1/
REGISTERED No. FXR---------------CUSIP No. 94874R AJ5 ---------PRINCIPAL AMOUNT $5,000,000 ----------

WEINGARTEN REALTY INVESTORS SENIOR MEDIUM-TERM NOTE, SERIES A (Fixed Rate)
ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY DATE: 11/20/07 DEFAULT RATE: N/A

11/20/95 INTEREST PAYMENT DATE(S) [ x ] 3/15 and 9/15 [ ] Other:

6.84% RECORD DATE(S): [ x ] 3/1 and 9/1 [ ] Other:

- ------------------/1/ This paragraph applies to Global Securities only.

REDEMPTION COMMENCEMENT DATE: N/A

INITIAL REDEMPTION PERCENTAGE: N/A

ANNUAL REDEMPTION PERCENTAGE REDUCTION: N/A

OPTIONAL REPAYMENT DATE(S): N/A
[ ] Check if an Original Issue Discount Note Issue Price:

%

SPECIFIED CURRENCY: [ x ] [ ] EXCHANGE RATE AGENT: N/A AUTHORIZED DENOMINATION: U.S. dollars Other

REDEMPTION COMMENCEMENT DATE: N/A

INITIAL REDEMPTION PERCENTAGE: N/A

ANNUAL REDEMPTION PERCENTAGE REDUCTION: N/A

OPTIONAL REPAYMENT DATE(S): N/A
[ ] Check if an Original Issue Discount Note Issue Price:

%

SPECIFIED CURRENCY: [ x ] [ ] EXCHANGE RATE AGENT: N/A AUTHORIZED DENOMINATION: [ x ] [ ] U.S. dollars Other

$1,000 and integral multiples thereof Other:

ADDENDUM ATTACHED [ ] [ x ] Yes No

OTHER/ADDITIONAL PROVISIONS: -2-

WEINGARTEN REALTY INVESTORS (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO. , or registered assigns, the principal sum of $5,000,000 , on the Stated Maturity Date specified above (or any Redemption Date or Repayment Date, each as defined on the reverse hereof) (each such Stated Maturity Date, Redemption Date or Repayment Date being hereinafter referred to as the "Maturity Date") with respect to the principal repayable on such date) and to pay interest thereon, at the Interest Rate per annum specified above, until the principal hereof is paid or duly made available for payment, and (to the extent that the payment of such interest shall be legally enforceable) at the Default Rate per annum specified above on any overdue principal, premium and/or interest. The Company will pay interest in arrears on each Interest Payment Date, if any, specified above (each, an "Interest Payment Date"), commencing with the first Interest Payment Date next succeeding the Original Issue Date specified above, and on the Maturity Date; provided, however, that if the Original Issue Date occurs between a Regular Record Date (as defined below) and the next succeeding Interest Payment Date, interest payments will commence on the second Interest Payment Date next succeeding the Original Issue Date to the Holder of this Note on the Regular Record Date with respect to such second Interest Payment Date. Interest on this Note will be computed on the basis of a 360-day year of twelve 30-day months. Notwithstanding the foregoing, if an Addendum is attached hereto or "Other/Additional Provisions" apply to this Note as specified above, this Note shall be subject to the terms set forth in such Addendum or such "Other/Additional Provisions". Interest on this Note will accrue from, and including, the immediately preceding Interest Payment Date to which interest has been paid or duly provided for (or from, and including, the Original Issue Date if no interest has been paid or duly provided for with respect to this Note) to, but excluding, the applicable Interest Payment Date or the Maturity Date, as the case may be (each, an "Interest Period"). The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions described herein, be paid to

WEINGARTEN REALTY INVESTORS (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO. , or registered assigns, the principal sum of $5,000,000 , on the Stated Maturity Date specified above (or any Redemption Date or Repayment Date, each as defined on the reverse hereof) (each such Stated Maturity Date, Redemption Date or Repayment Date being hereinafter referred to as the "Maturity Date") with respect to the principal repayable on such date) and to pay interest thereon, at the Interest Rate per annum specified above, until the principal hereof is paid or duly made available for payment, and (to the extent that the payment of such interest shall be legally enforceable) at the Default Rate per annum specified above on any overdue principal, premium and/or interest. The Company will pay interest in arrears on each Interest Payment Date, if any, specified above (each, an "Interest Payment Date"), commencing with the first Interest Payment Date next succeeding the Original Issue Date specified above, and on the Maturity Date; provided, however, that if the Original Issue Date occurs between a Regular Record Date (as defined below) and the next succeeding Interest Payment Date, interest payments will commence on the second Interest Payment Date next succeeding the Original Issue Date to the Holder of this Note on the Regular Record Date with respect to such second Interest Payment Date. Interest on this Note will be computed on the basis of a 360-day year of twelve 30-day months. Notwithstanding the foregoing, if an Addendum is attached hereto or "Other/Additional Provisions" apply to this Note as specified above, this Note shall be subject to the terms set forth in such Addendum or such "Other/Additional Provisions". Interest on this Note will accrue from, and including, the immediately preceding Interest Payment Date to which interest has been paid or duly provided for (or from, and including, the Original Issue Date if no interest has been paid or duly provided for with respect to this Note) to, but excluding, the applicable Interest Payment Date or the Maturity Date, as the case may be (each, an "Interest Period"). The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions described herein, be paid to the person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the March 1 and September 1 next preceding the March 15 and September 15 (whether or not a Market Day, as defined below) Interest Payment Dates (the "Regular Record Date"); provided, however, that interest payable on the Maturity Date will be payable to the person to whom the principal hereof and premium, if any, hereon shall be payable. Any such interest not so punctually paid or duly provided for on any Interest Payment Date with respect to this Note ("Defaulted Interest") will forthwith cease to be payable to the Holder on the Regular Record Date, and shall be paid to the person in whose name this Note is registered at the close of business on a special record date (the "Special Record Date") for the payment of such Defaulted Interest to be fixed by the Trustee hereinafter referred to, notice whereof shall be given to the Holder of this Note by the Trustee not less than 10 calendar days -3-

prior to such Special Record Date, or shall be paid at any time in any other lawful manner, all as more completely described in the Indenture applicable to this Note. "Business Day", as used herein for any particular location, means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in such location are authorized or obligated by law or executive order to close. Payment of principal of (and premium, if any) and any interest in respect of this Note due on the Maturity Date to be made in U.S. dollars will be made in immediately available funds upon presentation and surrender of this Note (and, with respect to any applicable repayment of this Note, a duly completed election form as contemplated on the reverse hereof) at the Paying Agent Office as the Company may determine; provided, however, that if such payment is to be made in a Specified Currency other than U.S. dollars as set forth below, such payment will be made by wire transfer of immediately available funds to an account with a bank located in the Principal Financial Center of the country issuing the Specified Currency (or, for Notes denominated in European Currency Units ("ECUs"), to an ECU account) or other jurisdiction acceptable to the Company and the Paying Agent as shall have been designated by the Holder hereof at least five Business Days prior to the Maturity Date, provided that such bank has appropriate facilities therefor and that this Note (and, if applicable, a duly completed election form) is presented and surrendered at the aforementioned Paying Agent Office in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. Such designation shall be made by

prior to such Special Record Date, or shall be paid at any time in any other lawful manner, all as more completely described in the Indenture applicable to this Note. "Business Day", as used herein for any particular location, means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in such location are authorized or obligated by law or executive order to close. Payment of principal of (and premium, if any) and any interest in respect of this Note due on the Maturity Date to be made in U.S. dollars will be made in immediately available funds upon presentation and surrender of this Note (and, with respect to any applicable repayment of this Note, a duly completed election form as contemplated on the reverse hereof) at the Paying Agent Office as the Company may determine; provided, however, that if such payment is to be made in a Specified Currency other than U.S. dollars as set forth below, such payment will be made by wire transfer of immediately available funds to an account with a bank located in the Principal Financial Center of the country issuing the Specified Currency (or, for Notes denominated in European Currency Units ("ECUs"), to an ECU account) or other jurisdiction acceptable to the Company and the Paying Agent as shall have been designated by the Holder hereof at least five Business Days prior to the Maturity Date, provided that such bank has appropriate facilities therefor and that this Note (and, if applicable, a duly completed election form) is presented and surrendered at the aforementioned Paying Agent Office in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. Such designation shall be made by filing the appropriate information with the Paying Agent at the Paying Agent Office in The City of New York, and, unless revoked, any such designation made with respect to this Note by its registered Holder will remain in effect with respect to any further payments with respect to this Note payable to its Holder. If a payment with respect to this Note cannot be made by wire transfer because the required designation has not been received by the Paying Agent on or before the requisite date or for any other reason, a notice will be mailed to the Holder of this Note at its registered address requesting a designation pursuant to which such wire transfer can be made and, upon the Paying Agent's receipt of such a designation, such payment will be made within five Business Days of such receipt. The Company will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holder of this Note. Payments of interest due on any Interest Payment Date other than the Maturity Date to be made in U.S. dollars will be made by check mailed to the address of the person entitled thereto as such address shall appear in the Security Register maintained at the Payment Agent Office; provided, however, that a Holder of U.S. $10,000,000 (or, if the Specified Currency specified above is other than U.S. dollars, the equivalent thereof in the Specified Currency) or more in aggregate principal amount of Notes (whether having identical or different terms and provisions) will be entitled to receive interest payments on such Interest Payment Date by wire transfer of immediately available -4-

funds if appropriate wire transfer instructions have been received in writing by the Paying Agent not less than five calendar days prior to such Interest Payment Date. Any such wire transfer instructions received by the Paying Agent shall remain in effect until revoked by such Holder. If any Interest Payment Date or the Maturity Date falls on a day that is not a Market Day (as defined below), the required payment of principal, premium, if any, and/or interest need not be made on such day, but may be made on the next succeeding Market Day with the same force and effect as if made on the date such payment was due, and no interest shall accrue with respect to such payment for the period from and after such Interest Payment Date or the Maturity Date, as the case may be, to the date of such payment on the next succeeding Market Day. As used herein, "Market Day" means: (a) for any Note other than a Note the repayment in respect of which is to be made in a Specified Currency other than U.S. dollars, any Business Day in The City of New York; (b) for a Note the payment in respect of which is to be made in a Specified Currency other than U.S. dollars, any Business Day in the Principal Financial Center (as defined below) of the country issuing such Specified Currency

funds if appropriate wire transfer instructions have been received in writing by the Paying Agent not less than five calendar days prior to such Interest Payment Date. Any such wire transfer instructions received by the Paying Agent shall remain in effect until revoked by such Holder. If any Interest Payment Date or the Maturity Date falls on a day that is not a Market Day (as defined below), the required payment of principal, premium, if any, and/or interest need not be made on such day, but may be made on the next succeeding Market Day with the same force and effect as if made on the date such payment was due, and no interest shall accrue with respect to such payment for the period from and after such Interest Payment Date or the Maturity Date, as the case may be, to the date of such payment on the next succeeding Market Day. As used herein, "Market Day" means: (a) for any Note other than a Note the repayment in respect of which is to be made in a Specified Currency other than U.S. dollars, any Business Day in The City of New York; (b) for a Note the payment in respect of which is to be made in a Specified Currency other than U.S. dollars, any Business Day in the Principal Financial Center (as defined below) of the country issuing such Specified Currency which is also a Business Day in The City of New York; and (c) for a Note the payment in respect of which is to be made in ECUs, any Business Day in The City of New York that is also not a day that appears as an ECU non-settlement day on the display designated as "ISDE" on the Reuters Monitor Money Rates Service (or a day so designed by the ECU Banking Association) or, if the ECU non-settlement days do not appear on that page (and are not so designated), is not a day on which payments in ECUs cannot be settled in the international interbank market). "Principal Financial Center" means the capital city of the country issuing the Specified Currency in respect of which payment on the Notes is to be made, except that with respect to U.S. dollars, Australian dollars, German Marks, Dutch Guilders, Italian Lire, Swiss Francs and ECUs, the Principal Financial Center shall be The City of New York, Sydney, Frankfurt, Amsterdam, Milan, Zurich and Luxembourg, respectively. The Company is obligated to make payment of principal, premium, if any, and interest in respect of this Note in the Specified Currency (or, if the Specified Currency is not at the time of such payment legal tender for the payment of public and private debts, in such other coin or currency of the country which issued the Specified Currency as at the time of such payment is legal tender for the payment of such debts). If the Specified Currency is other than U.S. dollars, any such amounts so payable by the Company will be converted by the Exchange Rate Agent specified above into U.S. -5-

dollars for payment to the Holder of this Note; provided, however, that the Holder of this Note may elect to receive such amounts in the Specified Currency pursuant to the provisions set forth below. Payments of principal of (and premium, if any) and interest on any Note denominated in a Specified Currency other than U.S. dollars (a "Foreign Currency Note") will be made in U.S. dollars if the registered Holder of such Note on the relevant Regular Record Date, or at maturity, as the case may be, has transmitted a written request for such payment in U.S. dollars to the Paying Agent at the Paying Agent Office in The City of New York on or before such Regular Record Date, or the date 15 days before maturity, as the case may be. Such request may be in writing (mailed or hand delivered) or sent by cable, telex, or other form of facsimile transmission. Any such request made for any Note by a registered Holder will remain in effect for any further payments of principal of (and premium, if any) and interest on such Note payable to such Holder, unless such request is revoked on or before the relevant Regular Record Date or the date 15 days before maturity, as the case may be. Holders of Notes denominated in a Specified Currency other than U.S. dollars that are registered in the name of a broker or nominee should contact such broker or nominee to determine whether and how to elect to receive payments in U.S. dollars. The U.S. dollar amount to be received by a Holder of a Foreign Currency Note who elects to receive payment in U.S. dollars will be based on the highest bid quotation in The City of New York received by the Exchange Rate

dollars for payment to the Holder of this Note; provided, however, that the Holder of this Note may elect to receive such amounts in the Specified Currency pursuant to the provisions set forth below. Payments of principal of (and premium, if any) and interest on any Note denominated in a Specified Currency other than U.S. dollars (a "Foreign Currency Note") will be made in U.S. dollars if the registered Holder of such Note on the relevant Regular Record Date, or at maturity, as the case may be, has transmitted a written request for such payment in U.S. dollars to the Paying Agent at the Paying Agent Office in The City of New York on or before such Regular Record Date, or the date 15 days before maturity, as the case may be. Such request may be in writing (mailed or hand delivered) or sent by cable, telex, or other form of facsimile transmission. Any such request made for any Note by a registered Holder will remain in effect for any further payments of principal of (and premium, if any) and interest on such Note payable to such Holder, unless such request is revoked on or before the relevant Regular Record Date or the date 15 days before maturity, as the case may be. Holders of Notes denominated in a Specified Currency other than U.S. dollars that are registered in the name of a broker or nominee should contact such broker or nominee to determine whether and how to elect to receive payments in U.S. dollars. The U.S. dollar amount to be received by a Holder of a Foreign Currency Note who elects to receive payment in U.S. dollars will be based on the highest bid quotation in The City of New York received by the Exchange Rate Agent as of 11:00 a.m., New York City time, on the second Market Day next preceding the applicable payment date from three recognized foreign exchange dealers (one of which may be the Exchange Rate Agent) for the purchase by the quoting dealer of the Specified Currency for U.S. dollars for settlement on such payment date in the aggregate amount of the Specified Currency payable to all Holders of Notes electing to receive U.S. dollar payments and at which the applicable dealer commits to execute a contract. If three such bid quotations are not available on the second Market Day preceding the date of payment of principal (and premium, if any) or interest for any Note, such payment will be made in the Specified Currency. All currency exchange costs associated with any payment in U.S. dollars on any such Note will be borne by the Holder thereof by deductions from such payment. A Holder of a Foreign Currency Note may elect to receive payment of the principal of and premium, if any, and interest on such Note in the Specified Currency by submitting a written request for such payment to the Trustee at its Corporate Trust Office in The City of New York on or prior to the applicable record date or at least 15 calendar days prior to the Maturity Date, as the case may be. Such written request may be mailed or handdelivered or sent by cable, telex or other form of facsimile transmission. A Holder of a Foreign Currency Note may elect to receive payment in the applicable Specified Currency for all such principal, premium, if any, and interest payments and need not file a separate election for each payment. Such election will remain in effect until revoked by written notice to the Trustee, but written notice of any such revocation must be received by the Trustee on or prior to the applicable Record Date or at least 15 calendar days prior to the Maturity -6-

Date, as the case may be, Holders of Foreign Currency Notes whose Notes are to be held in the name of a broker or nominee should contact such broker or nominee to determine whether and how an election to receive payments in the applicable Specified Currency may be made. If the principal of (and premium, if any) or interest on any Note is payable in other than U.S. dollars and such Specified Currency (other than ECUs) is not available due to the imposition of exchange controls or other circumstances beyond the control of the Company, the Company will be entitled to satisfy its obligations to the Holder of such Note by making such payment (including any such payment at maturity) in U.S. dollars on the basis of the most recently available Exchange Rate. If the principal of (and premium, if any) and interest on any Note is payable in ECUs, and the ECU is not available due to the imposition of exchange controls or other circumstances beyond the control of the Company or the ECU is used neither as the unit of account of the European Communities nor as the currency of the European Union, the Company will be entitled to satisfy its obligations to the Holder of such Note by making such payment (including any such payment at maturity) in a component currency of the ECU chosen by the Exchange Rate Agent. Any U.S. dollar amount to be received by a Holder of a Foreign Currency Note will be based on the highest bid quotation in The City of New York received by the Exchange Rate Agent at approximately 11:00 A.M. New

Date, as the case may be, Holders of Foreign Currency Notes whose Notes are to be held in the name of a broker or nominee should contact such broker or nominee to determine whether and how an election to receive payments in the applicable Specified Currency may be made. If the principal of (and premium, if any) or interest on any Note is payable in other than U.S. dollars and such Specified Currency (other than ECUs) is not available due to the imposition of exchange controls or other circumstances beyond the control of the Company, the Company will be entitled to satisfy its obligations to the Holder of such Note by making such payment (including any such payment at maturity) in U.S. dollars on the basis of the most recently available Exchange Rate. If the principal of (and premium, if any) and interest on any Note is payable in ECUs, and the ECU is not available due to the imposition of exchange controls or other circumstances beyond the control of the Company or the ECU is used neither as the unit of account of the European Communities nor as the currency of the European Union, the Company will be entitled to satisfy its obligations to the Holder of such Note by making such payment (including any such payment at maturity) in a component currency of the ECU chosen by the Exchange Rate Agent. Any U.S. dollar amount to be received by a Holder of a Foreign Currency Note will be based on the highest bid quotation in The City of New York received by the Exchange Rate Agent at approximately 11:00 A.M. New York City time, on the second Market Day preceding the applicable payment date from three recognized foreign exchange dealers (one of whom may be the Exchange Rate Agent) selected by the Exchange Rate Agent and approved by the Company for the quoting dealer of the Specified Currency for U.S. dollars for settlement on such payment date in the aggregate amount of the Specified Currency payable to all Holders of Foreign Currency Notes scheduled to receive U.S. dollar payments and at which the applicable dealer commits to execute a contract. All currency exchange costs will be borne by the Holder of such Foreign Currency Note by deductions from such payments. If three such bid quotations are not available, payments will be made in the Specified Currency. If the applicable Specified Currency is not available for the payment of principal, premium, if any, or interest with respect to a Foreign Currency Note due to the imposition of exchange controls or other circumstances beyond the control of the Company, the Company will be entitled to satisfy its obligations to the Holder of such Foreign Currency Note by making such payment in U.S. dollars on the basis of the Market Exchange Rate on the second Market Day prior to such payment or, if such Market Exchange Rate is not then available, on the basis of the most recently available Market Exchange Rate or as otherwise specified in the applicable Pricing Supplement. The "Market Exchange Rate" for a Specified Currency other than U.S. dollars means the noon dollar buying rate in The City of New York for the cable transfer for such Specified Currency as certified for customs purposes by (or if not so certified, as otherwise determined by) the Federal Reserve Bank of New York. -7-

If payment in respect of a Foreign Currency Note is required to be made in any currency unit (e.g., ECU), and such currency unit is unavailable due to the imposition of exchange controls or other circumstances beyond the Company's control, then the Company will be entitled, but not required, to make any payments in respect of such Note in U.S. dollars until such currency unit is again available. The amount of each payment in U.S. dollars shall be computed on the basis of the equivalent of the currency unit in U.S. dollars, which shall be determined by the Company or its agent on the following basis. The component currencies of the currency unit for this purpose (collectively, the "Component Currencies" and each, a "Component Currency") shall be the currency amounts that were components of the currency unit as of the last day on which the currency unit was used. The equivalent of the currency unit in U.S. dollars shall be calculated by aggregating the U.S. dollar equivalent of the Component Currencies. The U.S. dollar equivalent of each of the Component Currencies shall be determined by the Company or its agent on the basis of the most recently available Market Exchange Rate for each such Component Currency. If the official unit of any Component Currency is altered by way of combination or subdivision, the number of units of the currency as a Component Currency shall be divided or multiplied in the same proportion. If two or more Component Currencies are consolidated into a single currency, the amounts of those currencies as Component Currencies shall be replaced by an amount in such single currency equal to the sum of the amounts of the consolidated Component Currencies expressed in such single currency. If any Component Currency is divided into two or more currencies, the amount of the original Component Currency shall be replaced by the

If payment in respect of a Foreign Currency Note is required to be made in any currency unit (e.g., ECU), and such currency unit is unavailable due to the imposition of exchange controls or other circumstances beyond the Company's control, then the Company will be entitled, but not required, to make any payments in respect of such Note in U.S. dollars until such currency unit is again available. The amount of each payment in U.S. dollars shall be computed on the basis of the equivalent of the currency unit in U.S. dollars, which shall be determined by the Company or its agent on the following basis. The component currencies of the currency unit for this purpose (collectively, the "Component Currencies" and each, a "Component Currency") shall be the currency amounts that were components of the currency unit as of the last day on which the currency unit was used. The equivalent of the currency unit in U.S. dollars shall be calculated by aggregating the U.S. dollar equivalent of the Component Currencies. The U.S. dollar equivalent of each of the Component Currencies shall be determined by the Company or its agent on the basis of the most recently available Market Exchange Rate for each such Component Currency. If the official unit of any Component Currency is altered by way of combination or subdivision, the number of units of the currency as a Component Currency shall be divided or multiplied in the same proportion. If two or more Component Currencies are consolidated into a single currency, the amounts of those currencies as Component Currencies shall be replaced by an amount in such single currency equal to the sum of the amounts of the consolidated Component Currencies expressed in such single currency. If any Component Currency is divided into two or more currencies, the amount of the original Component Currency shall be replaced by the amounts of such two or more currencies, the sum of which shall be equal to the amount of the original Component Currency. All determinations referred to above made by the Exchange Rate Agent shall be at its sole discretion and shall, in the absence of manifest error, be conclusive for all purposes and binding on the Holder of this Note. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof and, if so specified above, in the Addendum hereto, which further provisions shall have the same force and effect as if set forth on the face hereof. Unless the Certificate of Authentication hereon has been executed by the Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. -8-

IN WITNESS WHEREOF, Weingarten Realty Investors has caused this Note to be executed. WEINGARTEN REALTY INVESTORS By: Name: Title: Attest: By: Name: Title: Dated: November 20, 1995 -9-

TRUSTEE'S CERTIFICATE OF AUTHENTICATION: This is one of the Notes of the series

IN WITNESS WHEREOF, Weingarten Realty Investors has caused this Note to be executed. WEINGARTEN REALTY INVESTORS By: Name: Title: Attest: By: Name: Title: Dated: November 20, 1995 -9-

TRUSTEE'S CERTIFICATE OF AUTHENTICATION: This is one of the Notes of the series designated therein referred to in the within-mentioned Indenture. TEXAS COMMERCE BANK NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory for Chemical Bank, as Agent for Texas Commerce Bank National Association -10-

WEINGARTEN REALTY INVESTORS SENIOR MEDIUM-TERM NOTE, SERIES A (Fixed Rate) This Note is one of a duly authorized series of Debt Securities (the "Debt Securities") of the Company issued and to be issued under an Indenture, dated as of May 1, 1995, as amended, modified or supplemented from time to time (the "Indenture"), between the Company and Texas Commerce Bank National Association, as Trustee (the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Debt Securities, and of the terms upon which the Debt Securities are, and are to be, authenticated and delivered. This Note is one of the series of Debt Securities designated as "Medium-Term Notes, Series A Due 9 Months or more from Date of Issue" (the "Notes"). All terms used but not defined in this Note specified on the face hereof or in an Addendum hereto shall have the meanings assigned to such terms in the Indenture. This Note is issuable only in registered form without coupons. Notes denominated in U.S. dollars will be initially issued in denominations of $1,000 and integral multiples thereof, and Notes denominated in other than U.S. dollars will be initially issued in denominations of the amount of the Specified Currency for such Note equivalent, at the noon buying rate for cable transfers in The City of New York for such Specified Currency (the "Exchange Rate") on the first Market Day next preceding the date on which the Company accepts the offer to purchase such Note, to $1,000 and integral multiples thereof (or the equivalent thereof in the Specified Currency for such Note).

TRUSTEE'S CERTIFICATE OF AUTHENTICATION: This is one of the Notes of the series designated therein referred to in the within-mentioned Indenture. TEXAS COMMERCE BANK NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory for Chemical Bank, as Agent for Texas Commerce Bank National Association -10-

WEINGARTEN REALTY INVESTORS SENIOR MEDIUM-TERM NOTE, SERIES A (Fixed Rate) This Note is one of a duly authorized series of Debt Securities (the "Debt Securities") of the Company issued and to be issued under an Indenture, dated as of May 1, 1995, as amended, modified or supplemented from time to time (the "Indenture"), between the Company and Texas Commerce Bank National Association, as Trustee (the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Debt Securities, and of the terms upon which the Debt Securities are, and are to be, authenticated and delivered. This Note is one of the series of Debt Securities designated as "Medium-Term Notes, Series A Due 9 Months or more from Date of Issue" (the "Notes"). All terms used but not defined in this Note specified on the face hereof or in an Addendum hereto shall have the meanings assigned to such terms in the Indenture. This Note is issuable only in registered form without coupons. Notes denominated in U.S. dollars will be initially issued in denominations of $1,000 and integral multiples thereof, and Notes denominated in other than U.S. dollars will be initially issued in denominations of the amount of the Specified Currency for such Note equivalent, at the noon buying rate for cable transfers in The City of New York for such Specified Currency (the "Exchange Rate") on the first Market Day next preceding the date on which the Company accepts the offer to purchase such Note, to $1,000 and integral multiples thereof (or the equivalent thereof in the Specified Currency for such Note). Interest rates offered by the Company with respect to a Note may differ depending upon, among other things, the aggregate principal amount of the Notes purchased in any single transaction. This Note will not be subject to any sinking fund and, unless otherwise provided on the face hereof in accordance with the provisions of the following two paragraphs, will not be redeemable or repayable prior to the Stated Maturity Date. This Note will be subject to redemption at the option of the Company on any date on and after the Redemption Commencement Date, if any, specified on the face hereof, in whole or from time to time in part in increments of U.S. $1,000 or the minimum authorized denomination (provided that any remaining principal amount hereof shall be at least U.S. $1,000 or such minimum authorized denomination, at the Redemption Price (as defined below), together with unpaid interest accrued thereon to the date fixed for redemption (each, a "Redemption Date"), on notice given no more than -11-

60 nor less than 30 calendar days prior to the Redemption Date and in accordance with the provisions of the Indenture. The "Redemption Price" shall initially be the Initial Redemption Percentage specified on the face hereof

WEINGARTEN REALTY INVESTORS SENIOR MEDIUM-TERM NOTE, SERIES A (Fixed Rate) This Note is one of a duly authorized series of Debt Securities (the "Debt Securities") of the Company issued and to be issued under an Indenture, dated as of May 1, 1995, as amended, modified or supplemented from time to time (the "Indenture"), between the Company and Texas Commerce Bank National Association, as Trustee (the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Debt Securities, and of the terms upon which the Debt Securities are, and are to be, authenticated and delivered. This Note is one of the series of Debt Securities designated as "Medium-Term Notes, Series A Due 9 Months or more from Date of Issue" (the "Notes"). All terms used but not defined in this Note specified on the face hereof or in an Addendum hereto shall have the meanings assigned to such terms in the Indenture. This Note is issuable only in registered form without coupons. Notes denominated in U.S. dollars will be initially issued in denominations of $1,000 and integral multiples thereof, and Notes denominated in other than U.S. dollars will be initially issued in denominations of the amount of the Specified Currency for such Note equivalent, at the noon buying rate for cable transfers in The City of New York for such Specified Currency (the "Exchange Rate") on the first Market Day next preceding the date on which the Company accepts the offer to purchase such Note, to $1,000 and integral multiples thereof (or the equivalent thereof in the Specified Currency for such Note). Interest rates offered by the Company with respect to a Note may differ depending upon, among other things, the aggregate principal amount of the Notes purchased in any single transaction. This Note will not be subject to any sinking fund and, unless otherwise provided on the face hereof in accordance with the provisions of the following two paragraphs, will not be redeemable or repayable prior to the Stated Maturity Date. This Note will be subject to redemption at the option of the Company on any date on and after the Redemption Commencement Date, if any, specified on the face hereof, in whole or from time to time in part in increments of U.S. $1,000 or the minimum authorized denomination (provided that any remaining principal amount hereof shall be at least U.S. $1,000 or such minimum authorized denomination, at the Redemption Price (as defined below), together with unpaid interest accrued thereon to the date fixed for redemption (each, a "Redemption Date"), on notice given no more than -11-

60 nor less than 30 calendar days prior to the Redemption Date and in accordance with the provisions of the Indenture. The "Redemption Price" shall initially be the Initial Redemption Percentage specified on the face hereof multiplied by the unpaid principal amount of this Note to be redeemed. The Initial Redemption Percentage shall decline at each anniversary of the Redemption Commencement Date by the Annual Redemption Percentage Reduction, if any, specified on the face hereof until the Redemption Price is 100% of unpaid principal amount to be redeemed. In the event of redemption of the Note in part only, a new Note of like tenor for the unredeemed portion hereof and otherwise having the same terms as this Note shall be issued in the name of the Holder hereof upon the presentation and surrender hereof. This Note will be subject to repayment by the Company at the option of the Holder hereof on the Optional Repayment Date(s), if any, specified on the face hereof, in whole or in part in increments of U.S. $1,000 or the minimum authorized denomination (provided that any remaining principal amount hereof shall be a minimum authorized denomination), at a repayment price equal to 100% of the unpaid principal amount to be repaid, together with unpaid interest accrued thereon to the date fixed for repayment (each, a "Repayment Date"). For this Note to be repaid, this Note must be received, together with the form herein entitled "Option to Elect Repayment" duly completed, by the Trustee at its corporate trust office not more than 60 nor less than 30 calendar days prior to the Repayment Date. Exercise of such repayment option by the Holder hereof will be irrevocable. In the event of repayment of this Note in part only, a new Note of like tenor for the unrepaid portion hereof and otherwise having the same terms as this Note shall be issued in the name of the Holder hereof upon the presentation and surrender hereof.

60 nor less than 30 calendar days prior to the Redemption Date and in accordance with the provisions of the Indenture. The "Redemption Price" shall initially be the Initial Redemption Percentage specified on the face hereof multiplied by the unpaid principal amount of this Note to be redeemed. The Initial Redemption Percentage shall decline at each anniversary of the Redemption Commencement Date by the Annual Redemption Percentage Reduction, if any, specified on the face hereof until the Redemption Price is 100% of unpaid principal amount to be redeemed. In the event of redemption of the Note in part only, a new Note of like tenor for the unredeemed portion hereof and otherwise having the same terms as this Note shall be issued in the name of the Holder hereof upon the presentation and surrender hereof. This Note will be subject to repayment by the Company at the option of the Holder hereof on the Optional Repayment Date(s), if any, specified on the face hereof, in whole or in part in increments of U.S. $1,000 or the minimum authorized denomination (provided that any remaining principal amount hereof shall be a minimum authorized denomination), at a repayment price equal to 100% of the unpaid principal amount to be repaid, together with unpaid interest accrued thereon to the date fixed for repayment (each, a "Repayment Date"). For this Note to be repaid, this Note must be received, together with the form herein entitled "Option to Elect Repayment" duly completed, by the Trustee at its corporate trust office not more than 60 nor less than 30 calendar days prior to the Repayment Date. Exercise of such repayment option by the Holder hereof will be irrevocable. In the event of repayment of this Note in part only, a new Note of like tenor for the unrepaid portion hereof and otherwise having the same terms as this Note shall be issued in the name of the Holder hereof upon the presentation and surrender hereof. If this Note is an Original Issue Discount Note as specified on the face hereof, the amount payable to the Holder of this Note in the event of redemption, repayment or acceleration of maturity will be equal to (i) the Amortized Face Amount (as defined below) as of the date of such event, plus (ii) with respect to any redemption, the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if any) minus 100% multiplied by the Issue Price specified on the face hereof, net of any portion of such Issue Price which has been paid prior to the Redemption Date, or the portion of the Issue Price (or the net amount) proportionate to the portion of the unpaid principal amount to be redeemed, plus (iii) any accrued interest to the date of such event the payment of which would constitute qualified stated interest payments within the meaning of Treasury Regulation 1.1273-1(c) under the Internal Revenue Code of 1986, as amended (the "Code"). The "Amortized Face Amount" shall mean an amount equal to (i) the Issue Price plus (ii) the aggregate portions of the original issue discount (the excess of the amounts considered as part of the "stated redemption price at maturity" of this Note within the meaning of Section 1273(a)(2) of the Code, whether denominated as principal or interest, over the Issue Price) which shall theretofore have accrued pursuant to Section 1272 of the Code (without regard to Section 1272(a)(7) of the Code) from the Original Issue Date to the date of determination, minus (iii) any amount considered as part -12-

of the "stated redemption price at maturity" of this Note which has been paid from the Original Issue Date to the date of determination. If an Event of Default, as defined in the Indenture, shall occur and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture contains provisions for defeasance of (i) the entire indebtedness of the Notes or (ii) certain covenants and Events of Default with respect to the Notes, in each case upon compliance with certain conditions set forth therein, which provisions apply to the Notes. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Debt Securities at any time by the Company and the Trustee with the consent of the Holders of not less than a majority of the aggregate principal amount of all Debt Securities at the time outstanding and affected thereby. The Indenture also contains provisions permitting the Holders of not less than a majority of the aggregate principal amount of the outstanding Debt Securities, on behalf of the Holders of all such Debt Securities, to waive compliance by the Company with certain provisions of the Indenture. Furthermore, provisions in the Indenture permit the Holders of not less than a majority of the aggregate principal amount of the outstanding Debt Securities, in certain instances, to waive, on

of the "stated redemption price at maturity" of this Note which has been paid from the Original Issue Date to the date of determination. If an Event of Default, as defined in the Indenture, shall occur and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture contains provisions for defeasance of (i) the entire indebtedness of the Notes or (ii) certain covenants and Events of Default with respect to the Notes, in each case upon compliance with certain conditions set forth therein, which provisions apply to the Notes. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Debt Securities at any time by the Company and the Trustee with the consent of the Holders of not less than a majority of the aggregate principal amount of all Debt Securities at the time outstanding and affected thereby. The Indenture also contains provisions permitting the Holders of not less than a majority of the aggregate principal amount of the outstanding Debt Securities, on behalf of the Holders of all such Debt Securities, to waive compliance by the Company with certain provisions of the Indenture. Furthermore, provisions in the Indenture permit the Holders of not less than a majority of the aggregate principal amount of the outstanding Debt Securities, in certain instances, to waive, on behalf of all of the Holders of Debt Securities of such series, certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and other Notes issued upon the registration of transfer hereof or in exchange heretofore or in lieu hereof, whether or not notation of such consent or waiver is made upon the Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay principal, premium, if any, and interest in respect of this Note at the times, places and rate or formula, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein and herein set forth, the transfer of this Note is registrable in the Security Register of the Company upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal hereof and any premium or interest hereon are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder hereof or by his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. -13-

As provided in the Indenture and subject to certain limitations therein and herein set forth, this Note is exchangeable for a like aggregate principal amount of Notes of different authorized denominations but otherwise having the same terms and conditions, as requested by the Holder hereof surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Holder in whose name this Note is registered as the owner thereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Indenture and this Note shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely in such State. -14-

ABBREVIATIONS

As provided in the Indenture and subject to certain limitations therein and herein set forth, this Note is exchangeable for a like aggregate principal amount of Notes of different authorized denominations but otherwise having the same terms and conditions, as requested by the Holder hereof surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Holder in whose name this Note is registered as the owner thereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Indenture and this Note shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely in such State. -14-

ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM TEN ENT JT TEN - as tenants in common UNIF GIFT MIN ACT - ______________ Custodian ____________ - as tenants by the entireties (Cust) (Minor) - as joint tenants with rights of survivorship and not as tenants in common Act______________________________ (State)

Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undesigned hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

(Please print or typewrite name and address including postal zip code of assignee) the within Note and all rights thereunder hereby irrevocably constituting and appointing _______________________________________________________________________ Attorney to transfer said Note on the books of the Trustee, with full power of substitution in the premises. Date: __________________________________________ Notice: The signature(s) on this assignment must correspond with the name(s) as written upon the face of the within Note in every particular, without alteration or enlargement or any change whatsoever. -15-

OPTION TO ELECT REPAYMENT

ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM TEN ENT JT TEN - as tenants in common UNIF GIFT MIN ACT - ______________ Custodian ____________ - as tenants by the entireties (Cust) (Minor) - as joint tenants with rights of survivorship and not as tenants in common Act______________________________ (State)

Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undesigned hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

(Please print or typewrite name and address including postal zip code of assignee) the within Note and all rights thereunder hereby irrevocably constituting and appointing _______________________________________________________________________ Attorney to transfer said Note on the books of the Trustee, with full power of substitution in the premises. Date: __________________________________________ Notice: The signature(s) on this assignment must correspond with the name(s) as written upon the face of the within Note in every particular, without alteration or enlargement or any change whatsoever. -15-

OPTION TO ELECT REPAYMENT The undersigned hereby irrevocably request(s) and instruct(s) the Company to repay this Note (or portion hereof specified below) pursuant to its terms at a price equal to 100% of the principal amount to be repaid, together with unpaid interest accrued hereon to the Repayment Date, to the undersigned, at ____________________________________________________________________________ (Please print or typewrite name and address of the undersigned) For this Note to be repaid, the Trustee must receive at its corporate trust office, not more than 60 nor less than 30 calendar days prior to the Repayment Date, this Note with this "Option to Elect Repayment" form duly completed. If less than the entire principal amount of this Note is to be repaid, specify the portion hereof (which shall be increments of U.S. $1,000 (or, if the Specified Currency is other than U.S. dollars, the minimum authorized denomination specified on the face hereof)) which the Holder elects to have repaid and specify the denomination or denominations (which shall be an authorized Denomination) of the Notes to be issued to the Holder for the portion of this Note not being repaid (in the absence of any such specification, one such Note will be issued for the portion not being repaid).

OPTION TO ELECT REPAYMENT The undersigned hereby irrevocably request(s) and instruct(s) the Company to repay this Note (or portion hereof specified below) pursuant to its terms at a price equal to 100% of the principal amount to be repaid, together with unpaid interest accrued hereon to the Repayment Date, to the undersigned, at ____________________________________________________________________________ (Please print or typewrite name and address of the undersigned) For this Note to be repaid, the Trustee must receive at its corporate trust office, not more than 60 nor less than 30 calendar days prior to the Repayment Date, this Note with this "Option to Elect Repayment" form duly completed. If less than the entire principal amount of this Note is to be repaid, specify the portion hereof (which shall be increments of U.S. $1,000 (or, if the Specified Currency is other than U.S. dollars, the minimum authorized denomination specified on the face hereof)) which the Holder elects to have repaid and specify the denomination or denominations (which shall be an authorized Denomination) of the Notes to be issued to the Holder for the portion of this Note not being repaid (in the absence of any such specification, one such Note will be issued for the portion not being repaid). Principal Amount to be Repaid: $____________________________ Date: ______________________________________ Notice: The signature(s) on this Option to Elect Repayment must correspond with the name(s) as written upon the face of the within Note in every particular, without alteration or enlargement or any change whatsoever. -16-

EXHIBIT 10.30 UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (THE "DEPOSITARY") (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY./1/
REGISTERED No. FXR-010 - ----------CUSIP No. 94874R AK2 ----------PRINCIPAL AMOUNT $10,000,000 -----------

WEINGARTEN REALTY INVESTORS SENIOR MEDIUM-TERM NOTE, SERIES A (Fixed Rate)

EXHIBIT 10.30 UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (THE "DEPOSITARY") (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY./1/
REGISTERED No. FXR-010 - ----------CUSIP No. 94874R AK2 ----------PRINCIPAL AMOUNT $10,000,000 -----------

WEINGARTEN REALTY INVESTORS SENIOR MEDIUM-TERM NOTE, SERIES A (Fixed Rate)
ORIGINAL ISSUE DATE: 12/11/95 INTEREST RATE: 6.62% STATED MATURITY DATE: 12/11/07 DEFAULT RATE: N/A

INTEREST PAYMENT DATE(S) RECORD DATE(S): [ x ] 3/15 and 9/15 [ x ] 3/1 and 9/1 [ ] Other: [ ] Other: - -------------/1/ This paragraph applies to Global Securities only.

REDEMPTION COMMENCEMENT DATE: N/A

INITIAL REDEMPTION PERCENTAGE: N/A

ANNUAL REDEMPTION PERCENTAGE REDUCTION: N/A

OPTIONAL REPAYMENT DATE(S): N/A
[ ] Check if an Original Issue Discount Note Issue Price:

%

SPECIFIED CURRENCY: [ x ] [ ] EXCHANGE RATE AGENT: N/A AUTHORIZED DENOMINATION: [ x ] U.S. dollars Other

$1,000 and integral multiples thereof

REDEMPTION COMMENCEMENT DATE: N/A

INITIAL REDEMPTION PERCENTAGE: N/A

ANNUAL REDEMPTION PERCENTAGE REDUCTION: N/A

OPTIONAL REPAYMENT DATE(S): N/A
[ ] Check if an Original Issue Discount Note Issue Price:

%

SPECIFIED CURRENCY: [ x ] [ ] EXCHANGE RATE AGENT: N/A AUTHORIZED DENOMINATION: [ x ] [ ] U.S. dollars Other

$1,000 and integral multiples thereof Other:

ADDENDUM ATTACHED [ ] [ x ] Yes No

OTHER/ADDITIONAL PROVISIONS: N/A -2-

WEINGARTEN REALTY INVESTORS (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of $10,000,000, on the Stated Maturity Date specified above (or any Redemption Date or Repayment Date, each as defined on the reverse hereof) (each such Stated Maturity Date, Redemption Date or Repayment Date being hereinafter referred to as the "Maturity Date") with respect to the principal repayable on such date) and to pay interest thereon, at the Interest Rate per annum specified above, until the principal hereof is paid or duly made available for payment, and (to the extent that the payment of such interest shall be legally enforceable) at the Default Rate per annum specified above on any overdue principal, premium and/or interest. The Company will pay interest in arrears on each Interest Payment Date, if any, specified above (each, an "Interest Payment Date"), commencing with the first Interest Payment Date next succeeding the Original Issue Date specified above, and on the Maturity Date; provided, however, that if the Original Issue Date occurs between a Regular Record Date (as defined below) and the next succeeding Interest Payment Date, interest payments will commence on the second Interest Payment Date next succeeding the Original Issue Date to the Holder of this Note on the Regular Record Date with respect to such second Interest Payment Date. Interest on this Note will be computed on the basis of a 360-day year of twelve 30-day months. Notwithstanding the foregoing, if an Addendum is attached hereto or "Other/Additional Provisions" apply to this Note as specified above, this Note shall be subject to the terms set forth in such Addendum or such "Other/Additional Provisions". Interest on this Note will accrue from, and including, the immediately preceding Interest Payment Date to which interest has been paid or duly provided for (or from, and including, the Original Issue Date if no interest has been paid or duly provided for with respect to this Note) to, but excluding, the applicable Interest Payment Date or the

WEINGARTEN REALTY INVESTORS (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of $10,000,000, on the Stated Maturity Date specified above (or any Redemption Date or Repayment Date, each as defined on the reverse hereof) (each such Stated Maturity Date, Redemption Date or Repayment Date being hereinafter referred to as the "Maturity Date") with respect to the principal repayable on such date) and to pay interest thereon, at the Interest Rate per annum specified above, until the principal hereof is paid or duly made available for payment, and (to the extent that the payment of such interest shall be legally enforceable) at the Default Rate per annum specified above on any overdue principal, premium and/or interest. The Company will pay interest in arrears on each Interest Payment Date, if any, specified above (each, an "Interest Payment Date"), commencing with the first Interest Payment Date next succeeding the Original Issue Date specified above, and on the Maturity Date; provided, however, that if the Original Issue Date occurs between a Regular Record Date (as defined below) and the next succeeding Interest Payment Date, interest payments will commence on the second Interest Payment Date next succeeding the Original Issue Date to the Holder of this Note on the Regular Record Date with respect to such second Interest Payment Date. Interest on this Note will be computed on the basis of a 360-day year of twelve 30-day months. Notwithstanding the foregoing, if an Addendum is attached hereto or "Other/Additional Provisions" apply to this Note as specified above, this Note shall be subject to the terms set forth in such Addendum or such "Other/Additional Provisions". Interest on this Note will accrue from, and including, the immediately preceding Interest Payment Date to which interest has been paid or duly provided for (or from, and including, the Original Issue Date if no interest has been paid or duly provided for with respect to this Note) to, but excluding, the applicable Interest Payment Date or the Maturity Date, as the case may be (each, an "Interest Period"). The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions described herein, be paid to the person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the March 1 and September 1 next preceding the March 15 and September 15 (whether or not a Market Day, as defined below) Interest Payment Dates (the "Regular Record Date"); provided, however, that interest payable on the Maturity Date will be payable to the person to whom the principal hereof and premium, if any, hereon shall be payable. Any such interest not so punctually paid or duly provided for on any Interest Payment Date with respect to this Note ("Defaulted Interest") will forthwith cease to be payable to the Holder on the Regular Record Date, and shall be paid to the person in whose name this Note is registered at the close of business on a special record date (the "Special Record Date") for the payment of such Defaulted Interest to be fixed by the Trustee hereinafter referred to, notice whereof shall be given to the Holder of this Note by the Trustee not less than 10 calendar days -3-

prior to such Special Record Date, or shall be paid at any time in any other lawful manner, all as more completely described in the Indenture applicable to this Note. "Business Day", as used herein for any particular location, means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in such location are authorized or obligated by law or executive order to close. Payment of principal of (and premium, if any) and any interest in respect of this Note due on the Maturity Date to be made in U.S. dollars will be made in immediately available funds upon presentation and surrender of this Note (and, with respect to any applicable repayment of this Note, a duly completed election form as contemplated on the reverse hereof) at the Paying Agent Office as the Company may determine; provided, however, that if such payment is to be made in a Specified Currency other than U.S. dollars as set forth below, such payment will be made by wire transfer of immediately available funds to an account with a bank located in the Principal Financial Center of the country issuing the Specified Currency (or, for Notes denominated in European Currency Units ("ECUs"), to an ECU account) or other jurisdiction acceptable to the Company and the Paying Agent as shall have been designated by the Holder hereof at least five Business Days prior to the Maturity Date, provided that such bank has appropriate facilities therefor and that this Note (and, if applicable, a duly completed election form) is presented and surrendered at the aforementioned Paying Agent Office in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. Such designation shall be made by

prior to such Special Record Date, or shall be paid at any time in any other lawful manner, all as more completely described in the Indenture applicable to this Note. "Business Day", as used herein for any particular location, means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in such location are authorized or obligated by law or executive order to close. Payment of principal of (and premium, if any) and any interest in respect of this Note due on the Maturity Date to be made in U.S. dollars will be made in immediately available funds upon presentation and surrender of this Note (and, with respect to any applicable repayment of this Note, a duly completed election form as contemplated on the reverse hereof) at the Paying Agent Office as the Company may determine; provided, however, that if such payment is to be made in a Specified Currency other than U.S. dollars as set forth below, such payment will be made by wire transfer of immediately available funds to an account with a bank located in the Principal Financial Center of the country issuing the Specified Currency (or, for Notes denominated in European Currency Units ("ECUs"), to an ECU account) or other jurisdiction acceptable to the Company and the Paying Agent as shall have been designated by the Holder hereof at least five Business Days prior to the Maturity Date, provided that such bank has appropriate facilities therefor and that this Note (and, if applicable, a duly completed election form) is presented and surrendered at the aforementioned Paying Agent Office in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. Such designation shall be made by filing the appropriate information with the Paying Agent at the Paying Agent Office in The City of New York, and, unless revoked, any such designation made with respect to this Note by its registered Holder will remain in effect with respect to any further payments with respect to this Note payable to its Holder. If a payment with respect to this Note cannot be made by wire transfer because the required designation has not been received by the Paying Agent on or before the requisite date or for any other reason, a notice will be mailed to the Holder of this Note at its registered address requesting a designation pursuant to which such wire transfer can be made and, upon the Paying Agent's receipt of such a designation, such payment will be made within five Business Days of such receipt. The Company will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holder of this Note. Payments of interest due on any Interest Payment Date other than the Maturity Date to be made in U.S. dollars will be made by check mailed to the address of the person entitled thereto as such address shall appear in the Security Register maintained at the Payment Agent Office; provided, however, that a Holder of U.S. $10,000,000 (or, if the Specified Currency specified above is other than U.S. dollars, the equivalent thereof in the Specified Currency) or more in aggregate principal amount of Notes (whether having identical or different terms and provisions) will be entitled to receive interest payments on such Interest Payment Date by wire transfer of immediately available -4-

funds if appropriate wire transfer instructions have been received in writing by the Paying Agent not less than five calendar days prior to such Interest Payment Date. Any such wire transfer instructions received by the Paying Agent shall remain in effect until revoked by such Holder. If any Interest Payment Date or the Maturity Date falls on a day that is not a Market Day (as defined below), the required payment of principal, premium, if any, and/or interest need not be made on such day, but may be made on the next succeeding Market Day with the same force and effect as if made on the date such payment was due, and no interest shall accrue with respect to such payment for the period from and after such Interest Payment Date or the Maturity Date, as the case may be, to the date of such payment on the next succeeding Market Day. As used herein, "Market Day" means: (a) for any Note other than a Note the repayment in respect of which is to be made in a Specified Currency other than U.S. dollars, any Business Day in The City of New York; (b) for a Note the payment in respect of which is to be made in a Specified Currency other than U.S. dollars, any Business Day in the Principal Financial Center (as defined below) of the country issuing such Specified Currency

funds if appropriate wire transfer instructions have been received in writing by the Paying Agent not less than five calendar days prior to such Interest Payment Date. Any such wire transfer instructions received by the Paying Agent shall remain in effect until revoked by such Holder. If any Interest Payment Date or the Maturity Date falls on a day that is not a Market Day (as defined below), the required payment of principal, premium, if any, and/or interest need not be made on such day, but may be made on the next succeeding Market Day with the same force and effect as if made on the date such payment was due, and no interest shall accrue with respect to such payment for the period from and after such Interest Payment Date or the Maturity Date, as the case may be, to the date of such payment on the next succeeding Market Day. As used herein, "Market Day" means: (a) for any Note other than a Note the repayment in respect of which is to be made in a Specified Currency other than U.S. dollars, any Business Day in The City of New York; (b) for a Note the payment in respect of which is to be made in a Specified Currency other than U.S. dollars, any Business Day in the Principal Financial Center (as defined below) of the country issuing such Specified Currency which is also a Business Day in The City of New York; and (c) for a Note the payment in respect of which is to be made in ECUs, any Business Day in The City of New York that is also not a day that appears as an ECU non-settlement day on the display designated as "ISDE" on the Reuters Monitor Money Rates Service (or a day so designed by the ECU Banking Association) or, if the ECU non- settlement days do not appear on that page (and are not so designated), is not a day on which payments in ECUs cannot be settled in the international interbank market). "Principal Financial Center" means the capital city of the country issuing the Specified Currency in respect of which payment on the Notes is to be made, except that with respect to U.S. dollars, Australian dollars, German Marks, Dutch Guilders, Italian Lire, Swiss Francs and ECUs, the Principal Financial Center shall be The City of New York, Sydney, Frankfurt, Amsterdam, Milan, Zurich and Luxembourg, respectively. The Company is obligated to make payment of principal, premium, if any, and interest in respect of this Note in the Specified Currency (or, if the Specified Currency is not at the time of such payment legal tender for the payment of public and private debts, in such other coin or currency of the country which issued the Specified Currency as at the time of such payment is legal tender for the payment of such debts). If the Specified Currency is other than U.S. dollars, any such amounts so payable by the Company will be converted by the Exchange Rate Agent specified above into U.S. -5-

dollars for payment to the Holder of this Note; provided, however, that the Holder of this Note may elect to receive such amounts in the Specified Currency pursuant to the provisions set forth below. Payments of principal of (and premium, if any) and interest on any Note denominated in a Specified Currency other than U.S. dollars (a "Foreign Currency Note") will be made in U.S. dollars if the registered Holder of such Note on the relevant Regular Record Date, or at maturity, as the case may be, has transmitted a written request for such payment in U.S. dollars to the Paying Agent at the Paying Agent Office in The City of New York on or before such Regular Record Date, or the date 15 days before maturity, as the case may be. Such request may be in writing (mailed or hand delivered) or sent by cable, telex, or other form of facsimile transmission. Any such request made for any Note by a registered Holder will remain in effect for any further payments of principal of (and premium, if any) and interest on such Note payable to such Holder, unless such request is revoked on or before the relevant Regular Record Date or the date 15 days before maturity, as the case may be. Holders of Notes denominated in a Specified Currency other than U.S. dollars that are registered in the name of a broker or nominee should contact such broker or nominee to determine whether and how to elect to receive payments in U.S. dollars. The U.S. dollar amount to be received by a Holder of a Foreign Currency Note who elects to receive payment in U.S. dollars will be based on the highest bid quotation in The City of New York received by the Exchange Rate

dollars for payment to the Holder of this Note; provided, however, that the Holder of this Note may elect to receive such amounts in the Specified Currency pursuant to the provisions set forth below. Payments of principal of (and premium, if any) and interest on any Note denominated in a Specified Currency other than U.S. dollars (a "Foreign Currency Note") will be made in U.S. dollars if the registered Holder of such Note on the relevant Regular Record Date, or at maturity, as the case may be, has transmitted a written request for such payment in U.S. dollars to the Paying Agent at the Paying Agent Office in The City of New York on or before such Regular Record Date, or the date 15 days before maturity, as the case may be. Such request may be in writing (mailed or hand delivered) or sent by cable, telex, or other form of facsimile transmission. Any such request made for any Note by a registered Holder will remain in effect for any further payments of principal of (and premium, if any) and interest on such Note payable to such Holder, unless such request is revoked on or before the relevant Regular Record Date or the date 15 days before maturity, as the case may be. Holders of Notes denominated in a Specified Currency other than U.S. dollars that are registered in the name of a broker or nominee should contact such broker or nominee to determine whether and how to elect to receive payments in U.S. dollars. The U.S. dollar amount to be received by a Holder of a Foreign Currency Note who elects to receive payment in U.S. dollars will be based on the highest bid quotation in The City of New York received by the Exchange Rate Agent as of 11:00 a.m., New York City time, on the second Market Day next preceding the applicable payment date from three recognized foreign exchange dealers (one of which may be the Exchange Rate Agent) for the purchase by the quoting dealer of the Specified Currency for U.S. dollars for settlement on such payment date in the aggregate amount of the Specified Currency payable to all Holders of Notes electing to receive U.S. dollar payments and at which the applicable dealer commits to execute a contract. If three such bid quotations are not available on the second Market Day preceding the date of payment of principal (and premium, if any) or interest for any Note, such payment will be made in the Specified Currency. All currency exchange costs associated with any payment in U.S. dollars on any such Note will be borne by the Holder thereof by deductions from such payment. A Holder of a Foreign Currency Note may elect to receive payment of the principal of and premium, if any, and interest on such Note in the Specified Currency by submitting a written request for such payment to the Trustee at its Corporate Trust Office in The City of New York on or prior to the applicable record date or at least 15 calendar days prior to the Maturity Date, as the case may be. Such written request may be mailed or handdelivered or sent by cable, telex or other form of facsimile transmission. A Holder of a Foreign Currency Note may elect to receive payment in the applicable Specified Currency for all such principal, premium, if any, and interest payments and need not file a separate election for each payment. Such election will remain in effect until revoked by written notice to the Trustee, but written notice of any such revocation must be received by the Trustee on or prior to the applicable Record Date or at least 15 calendar days prior to the Maturity -6-

Date, as the case may be, Holders of Foreign Currency Notes whose Notes are to be held in the name of a broker or nominee should contact such broker or nominee to determine whether and how an election to receive payments in the applicable Specified Currency may be made. If the principal of (and premium, if any) or interest on any Note is payable in other than U.S. dollars and such Specified Currency (other than ECUs) is not available due to the imposition of exchange controls or other circumstances beyond the control of the Company, the Company will be entitled to satisfy its obligations to the Holder of such Note by making such payment (including any such payment at maturity) in U.S. dollars on the basis of the most recently available Exchange Rate. If the principal of (and premium, if any) and interest on any Note is payable in ECUs, and the ECU is not available due to the imposition of exchange controls or other circumstances beyond the control of the Company or the ECU is used neither as the unit of account of the European Communities nor as the currency of the European Union, the Company will be entitled to satisfy its obligations to the Holder of such Note by making such payment (including any such payment at maturity) in a component currency of the ECU chosen by the Exchange Rate Agent. Any U.S. dollar amount to be received by a Holder of a Foreign Currency Note will be based on the highest bid quotation in The City of New York received by the Exchange Rate Agent at approximately 11:00 A.M. New

Date, as the case may be, Holders of Foreign Currency Notes whose Notes are to be held in the name of a broker or nominee should contact such broker or nominee to determine whether and how an election to receive payments in the applicable Specified Currency may be made. If the principal of (and premium, if any) or interest on any Note is payable in other than U.S. dollars and such Specified Currency (other than ECUs) is not available due to the imposition of exchange controls or other circumstances beyond the control of the Company, the Company will be entitled to satisfy its obligations to the Holder of such Note by making such payment (including any such payment at maturity) in U.S. dollars on the basis of the most recently available Exchange Rate. If the principal of (and premium, if any) and interest on any Note is payable in ECUs, and the ECU is not available due to the imposition of exchange controls or other circumstances beyond the control of the Company or the ECU is used neither as the unit of account of the European Communities nor as the currency of the European Union, the Company will be entitled to satisfy its obligations to the Holder of such Note by making such payment (including any such payment at maturity) in a component currency of the ECU chosen by the Exchange Rate Agent. Any U.S. dollar amount to be received by a Holder of a Foreign Currency Note will be based on the highest bid quotation in The City of New York received by the Exchange Rate Agent at approximately 11:00 A.M. New York City time, on the second Market Day preceding the applicable payment date from three recognized foreign exchange dealers (one of whom may be the Exchange Rate Agent) selected by the Exchange Rate Agent and approved by the Company for the quoting dealer of the Specified Currency for U.S. dollars for settlement on such payment date in the aggregate amount of the Specified Currency payable to all Holders of Foreign Currency Notes scheduled to receive U.S. dollar payments and at which the applicable dealer commits to execute a contract. All currency exchange costs will be borne by the Holder of such Foreign Currency Note by deductions from such payments. If three such bid quotations are not available, payments will be made in the Specified Currency. If the applicable Specified Currency is not available for the payment of principal, premium, if any, or interest with respect to a Foreign Currency Note due to the imposition of exchange controls or other circumstances beyond the control of the Company, the Company will be entitled to satisfy its obligations to the Holder of such Foreign Currency Note by making such payment in U.S. dollars on the basis of the Market Exchange Rate on the second Market Day prior to such payment or, if such Market Exchange Rate is not then available, on the basis of the most recently available Market Exchange Rate or as otherwise specified in the applicable Pricing Supplement. The "Market Exchange Rate" for a Specified Currency other than U.S. dollars means the noon dollar buying rate in The City of New York for the cable transfer for such Specified Currency as certified for customs purposes by (or if not so certified, as otherwise determined by) the Federal Reserve Bank of New York. -7-

If payment in respect of a Foreign Currency Note is required to be made in any currency unit (e.g., ECU), and such currency unit is unavailable due to the imposition of exchange controls or other circumstances beyond the Company's control, then the Company will be entitled, but not required, to make any payments in respect of such Note in U.S. dollars until such currency unit is again available. The amount of each payment in U.S. dollars shall be computed on the basis of the equivalent of the currency unit in U.S. dollars, which shall be determined by the Company or its agent on the following basis. The component currencies of the currency unit for this purpose (collectively, the "Component Currencies" and each, a "Component Currency") shall be the currency amounts that were components of the currency unit as of the last day on which the currency unit was used. The equivalent of the currency unit in U.S. dollars shall be calculated by aggregating the U.S. dollar equivalent of the Component Currencies. The U.S. dollar equivalent of each of the Component Currencies shall be determined by the Company or its agent on the basis of the most recently available Market Exchange Rate for each such Component Currency. If the official unit of any Component Currency is altered by way of combination or subdivision, the number of units of the currency as a Component Currency shall be divided or multiplied in the same proportion. If two or more Component Currencies are consolidated into a single currency, the amounts of those currencies as Component Currencies shall be replaced by an amount in such single currency equal to the sum of the amounts of the consolidated Component Currencies expressed in such single currency. If any Component Currency is divided into two or more currencies, the amount of the original Component Currency shall be replaced by the

If payment in respect of a Foreign Currency Note is required to be made in any currency unit (e.g., ECU), and such currency unit is unavailable due to the imposition of exchange controls or other circumstances beyond the Company's control, then the Company will be entitled, but not required, to make any payments in respect of such Note in U.S. dollars until such currency unit is again available. The amount of each payment in U.S. dollars shall be computed on the basis of the equivalent of the currency unit in U.S. dollars, which shall be determined by the Company or its agent on the following basis. The component currencies of the currency unit for this purpose (collectively, the "Component Currencies" and each, a "Component Currency") shall be the currency amounts that were components of the currency unit as of the last day on which the currency unit was used. The equivalent of the currency unit in U.S. dollars shall be calculated by aggregating the U.S. dollar equivalent of the Component Currencies. The U.S. dollar equivalent of each of the Component Currencies shall be determined by the Company or its agent on the basis of the most recently available Market Exchange Rate for each such Component Currency. If the official unit of any Component Currency is altered by way of combination or subdivision, the number of units of the currency as a Component Currency shall be divided or multiplied in the same proportion. If two or more Component Currencies are consolidated into a single currency, the amounts of those currencies as Component Currencies shall be replaced by an amount in such single currency equal to the sum of the amounts of the consolidated Component Currencies expressed in such single currency. If any Component Currency is divided into two or more currencies, the amount of the original Component Currency shall be replaced by the amounts of such two or more currencies, the sum of which shall be equal to the amount of the original Component Currency. All determinations referred to above made by the Exchange Rate Agent shall be at its sole discretion and shall, in the absence of manifest error, be conclusive for all purposes and binding on the Holder of this Note. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof and, if so specified above, in the Addendum hereto, which further provisions shall have the same force and effect as if set forth on the face hereof. Unless the Certificate of Authentication hereon has been executed by the Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. -8-

IN WITNESS WHEREOF, Weingarten Realty Investors has caused this Note to be executed. WEINGARTEN REALTY INVESTORS By: Name: Title: Attest: By: Name: Title: Dated: December 11, 1995 -9-

TRUSTEE'S CERTIFICATE OF AUTHENTICATION: This is one of the Notes of the series

IN WITNESS WHEREOF, Weingarten Realty Investors has caused this Note to be executed. WEINGARTEN REALTY INVESTORS By: Name: Title: Attest: By: Name: Title: Dated: December 11, 1995 -9-

TRUSTEE'S CERTIFICATE OF AUTHENTICATION: This is one of the Notes of the series designated therein referred to in the within-mentioned Indenture. TEXAS COMMERCE BANK NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory for Chemical Bank, as Agent for Texas Commerce Bank National Association -10-

WEINGARTEN REALTY INVESTORS SENIOR MEDIUM-TERM NOTE, SERIES A (Fixed Rate) This Note is one of a duly authorized series of Debt Securities (the "Debt Securities") of the Company issued and to be issued under an Indenture, dated as of May 1, 1995, as amended, modified or supplemented from time to time (the "Indenture"), between the Company and Texas Commerce Bank National Association, as Trustee (the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Debt Securities, and of the terms upon which the Debt Securities are, and are to be, authenticated and delivered. This Note is one of the series of Debt Securities designated as "Medium-Term Notes, Series A Due 9 Months or more from Date of Issue" (the "Notes"). All terms used but not defined in this Note specified on the face hereof or in an Addendum hereto shall have the meanings assigned to such terms in the Indenture. This Note is issuable only in registered form without coupons. Notes denominated in U.S. dollars will be initially issued in denominations of $1,000 and integral multiples thereof, and Notes denominated in other than U.S. dollars will be initially issued in denominations of the amount of the Specified Currency for such Note equivalent, at the noon buying rate for cable transfers in The City of New York for such Specified Currency (the "Exchange Rate") on the first Market Day next preceding the date on which the Company accepts the offer to purchase such Note, to $1,000 and integral multiples thereof (or the equivalent thereof in the Specified Currency for such Note).

TRUSTEE'S CERTIFICATE OF AUTHENTICATION: This is one of the Notes of the series designated therein referred to in the within-mentioned Indenture. TEXAS COMMERCE BANK NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory for Chemical Bank, as Agent for Texas Commerce Bank National Association -10-

WEINGARTEN REALTY INVESTORS SENIOR MEDIUM-TERM NOTE, SERIES A (Fixed Rate) This Note is one of a duly authorized series of Debt Securities (the "Debt Securities") of the Company issued and to be issued under an Indenture, dated as of May 1, 1995, as amended, modified or supplemented from time to time (the "Indenture"), between the Company and Texas Commerce Bank National Association, as Trustee (the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Debt Securities, and of the terms upon which the Debt Securities are, and are to be, authenticated and delivered. This Note is one of the series of Debt Securities designated as "Medium-Term Notes, Series A Due 9 Months or more from Date of Issue" (the "Notes"). All terms used but not defined in this Note specified on the face hereof or in an Addendum hereto shall have the meanings assigned to such terms in the Indenture. This Note is issuable only in registered form without coupons. Notes denominated in U.S. dollars will be initially issued in denominations of $1,000 and integral multiples thereof, and Notes denominated in other than U.S. dollars will be initially issued in denominations of the amount of the Specified Currency for such Note equivalent, at the noon buying rate for cable transfers in The City of New York for such Specified Currency (the "Exchange Rate") on the first Market Day next preceding the date on which the Company accepts the offer to purchase such Note, to $1,000 and integral multiples thereof (or the equivalent thereof in the Specified Currency for such Note). Interest rates offered by the Company with respect to a Note may differ depending upon, among other things, the aggregate principal amount of the Notes purchased in any single transaction. This Note will not be subject to any sinking fund and, unless otherwise provided on the face hereof in accordance with the provisions of the following two paragraphs, will not be redeemable or repayable prior to the Stated Maturity Date. This Note will be subject to redemption at the option of the Company on any date on and after the Redemption Commencement Date, if any, specified on the face hereof, in whole or from time to time in part in increments of U.S. $1,000 or the minimum authorized denomination (provided that any remaining principal amount hereof shall be at least U.S. $1,000 or such minimum authorized denomination, at the Redemption Price (as defined below), together with unpaid interest accrued thereon to the date fixed for redemption (each, a "Redemption Date"), on notice given no more than -11-

60 nor less than 30 calendar days prior to the Redemption Date and in accordance with the provisions of the Indenture. The "Redemption Price" shall initially be the Initial Redemption Percentage specified on the face hereof

WEINGARTEN REALTY INVESTORS SENIOR MEDIUM-TERM NOTE, SERIES A (Fixed Rate) This Note is one of a duly authorized series of Debt Securities (the "Debt Securities") of the Company issued and to be issued under an Indenture, dated as of May 1, 1995, as amended, modified or supplemented from time to time (the "Indenture"), between the Company and Texas Commerce Bank National Association, as Trustee (the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Debt Securities, and of the terms upon which the Debt Securities are, and are to be, authenticated and delivered. This Note is one of the series of Debt Securities designated as "Medium-Term Notes, Series A Due 9 Months or more from Date of Issue" (the "Notes"). All terms used but not defined in this Note specified on the face hereof or in an Addendum hereto shall have the meanings assigned to such terms in the Indenture. This Note is issuable only in registered form without coupons. Notes denominated in U.S. dollars will be initially issued in denominations of $1,000 and integral multiples thereof, and Notes denominated in other than U.S. dollars will be initially issued in denominations of the amount of the Specified Currency for such Note equivalent, at the noon buying rate for cable transfers in The City of New York for such Specified Currency (the "Exchange Rate") on the first Market Day next preceding the date on which the Company accepts the offer to purchase such Note, to $1,000 and integral multiples thereof (or the equivalent thereof in the Specified Currency for such Note). Interest rates offered by the Company with respect to a Note may differ depending upon, among other things, the aggregate principal amount of the Notes purchased in any single transaction. This Note will not be subject to any sinking fund and, unless otherwise provided on the face hereof in accordance with the provisions of the following two paragraphs, will not be redeemable or repayable prior to the Stated Maturity Date. This Note will be subject to redemption at the option of the Company on any date on and after the Redemption Commencement Date, if any, specified on the face hereof, in whole or from time to time in part in increments of U.S. $1,000 or the minimum authorized denomination (provided that any remaining principal amount hereof shall be at least U.S. $1,000 or such minimum authorized denomination, at the Redemption Price (as defined below), together with unpaid interest accrued thereon to the date fixed for redemption (each, a "Redemption Date"), on notice given no more than -11-

60 nor less than 30 calendar days prior to the Redemption Date and in accordance with the provisions of the Indenture. The "Redemption Price" shall initially be the Initial Redemption Percentage specified on the face hereof multiplied by the unpaid principal amount of this Note to be redeemed. The Initial Redemption Percentage shall decline at each anniversary of the Redemption Commencement Date by the Annual Redemption Percentage Reduction, if any, specified on the face hereof until the Redemption Price is 100% of unpaid principal amount to be redeemed. In the event of redemption of the Note in part only, a new Note of like tenor for the unredeemed portion hereof and otherwise having the same terms as this Note shall be issued in the name of the Holder hereof upon the presentation and surrender hereof. This Note will be subject to repayment by the Company at the option of the Holder hereof on the Optional Repayment Date(s), if any, specified on the face hereof, in whole or in part in increments of U.S. $1,000 or the minimum authorized denomination (provided that any remaining principal amount hereof shall be a minimum authorized denomination), at a repayment price equal to 100% of the unpaid principal amount to be repaid, together with unpaid interest accrued thereon to the date fixed for repayment (each, a "Repayment Date"). For this Note to be repaid, this Note must be received, together with the form herein entitled "Option to Elect Repayment" duly completed, by the Trustee at its corporate trust office not more than 60 nor less than 30 calendar days prior to the Repayment Date. Exercise of such repayment option by the Holder hereof will be irrevocable. In the event of repayment of this Note in part only, a new Note of like tenor for the unrepaid portion hereof and otherwise having the same terms as this Note shall be issued in the name of the Holder hereof upon the presentation and surrender hereof.

60 nor less than 30 calendar days prior to the Redemption Date and in accordance with the provisions of the Indenture. The "Redemption Price" shall initially be the Initial Redemption Percentage specified on the face hereof multiplied by the unpaid principal amount of this Note to be redeemed. The Initial Redemption Percentage shall decline at each anniversary of the Redemption Commencement Date by the Annual Redemption Percentage Reduction, if any, specified on the face hereof until the Redemption Price is 100% of unpaid principal amount to be redeemed. In the event of redemption of the Note in part only, a new Note of like tenor for the unredeemed portion hereof and otherwise having the same terms as this Note shall be issued in the name of the Holder hereof upon the presentation and surrender hereof. This Note will be subject to repayment by the Company at the option of the Holder hereof on the Optional Repayment Date(s), if any, specified on the face hereof, in whole or in part in increments of U.S. $1,000 or the minimum authorized denomination (provided that any remaining principal amount hereof shall be a minimum authorized denomination), at a repayment price equal to 100% of the unpaid principal amount to be repaid, together with unpaid interest accrued thereon to the date fixed for repayment (each, a "Repayment Date"). For this Note to be repaid, this Note must be received, together with the form herein entitled "Option to Elect Repayment" duly completed, by the Trustee at its corporate trust office not more than 60 nor less than 30 calendar days prior to the Repayment Date. Exercise of such repayment option by the Holder hereof will be irrevocable. In the event of repayment of this Note in part only, a new Note of like tenor for the unrepaid portion hereof and otherwise having the same terms as this Note shall be issued in the name of the Holder hereof upon the presentation and surrender hereof. If this Note is an Original Issue Discount Note as specified on the face hereof, the amount payable to the Holder of this Note in the event of redemption, repayment or acceleration of maturity will be equal to (i) the Amortized Face Amount (as defined below) as of the date of such event, plus (ii) with respect to any redemption, the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if any) minus 100% multiplied by the Issue Price specified on the face hereof, net of any portion of such Issue Price which has been paid prior to the Redemption Date, or the portion of the Issue Price (or the net amount) proportionate to the portion of the unpaid principal amount to be redeemed, plus (iii) any accrued interest to the date of such event the payment of which would constitute qualified stated interest payments within the meaning of Treasury Regulation 1.1273-1(c) under the Internal Revenue Code of 1986, as amended (the "Code"). The "Amortized Face Amount" shall mean an amount equal to (i) the Issue Price plus (ii) the aggregate portions of the original issue discount (the excess of the amounts considered as part of the "stated redemption price at maturity" of this Note within the meaning of Section 1273(a)(2) of the Code, whether denominated as principal or interest, over the Issue Price) which shall theretofore have accrued pursuant to Section 1272 of the Code (without regard to Section 1272(a)(7) of the Code) from the Original Issue Date to the date of determination, minus (iii) any amount considered as part -12-

of the "stated redemption price at maturity" of this Note which has been paid from the Original Issue Date to the date of determination. If an Event of Default, as defined in the Indenture, shall occur and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture contains provisions for defeasance of (i) the entire indebtedness of the Notes or (ii) certain covenants and Events of Default with respect to the Notes, in each case upon compliance with certain conditions set forth therein, which provisions apply to the Notes. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Debt Securities at any time by the Company and the Trustee with the consent of the Holders of not less than a majority of the aggregate principal amount of all Debt Securities at the time outstanding and affected thereby. The Indenture also contains provisions permitting the Holders of not less than a majority of the aggregate principal amount of the outstanding Debt Securities, on behalf of the Holders of all such Debt Securities, to waive compliance by the Company with certain provisions of the Indenture. Furthermore, provisions in the Indenture permit the Holders of not less than a majority of the aggregate principal amount of the outstanding Debt Securities, in certain instances, to waive, on

of the "stated redemption price at maturity" of this Note which has been paid from the Original Issue Date to the date of determination. If an Event of Default, as defined in the Indenture, shall occur and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture contains provisions for defeasance of (i) the entire indebtedness of the Notes or (ii) certain covenants and Events of Default with respect to the Notes, in each case upon compliance with certain conditions set forth therein, which provisions apply to the Notes. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Debt Securities at any time by the Company and the Trustee with the consent of the Holders of not less than a majority of the aggregate principal amount of all Debt Securities at the time outstanding and affected thereby. The Indenture also contains provisions permitting the Holders of not less than a majority of the aggregate principal amount of the outstanding Debt Securities, on behalf of the Holders of all such Debt Securities, to waive compliance by the Company with certain provisions of the Indenture. Furthermore, provisions in the Indenture permit the Holders of not less than a majority of the aggregate principal amount of the outstanding Debt Securities, in certain instances, to waive, on behalf of all of the Holders of Debt Securities of such series, certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and other Notes issued upon the registration of transfer hereof or in exchange heretofore or in lieu hereof, whether or not notation of such consent or waiver is made upon the Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay principal, premium, if any, and interest in respect of this Note at the times, places and rate or formula, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein and herein set forth, the transfer of this Note is registrable in the Security Register of the Company upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal hereof and any premium or interest hereon are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder hereof or by his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. -13-

As provided in the Indenture and subject to certain limitations therein and herein set forth, this Note is exchangeable for a like aggregate principal amount of Notes of different authorized denominations but otherwise having the same terms and conditions, as requested by the Holder hereof surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Holder in whose name this Note is registered as the owner thereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Indenture and this Note shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely in such State. -14-

ABBREVIATIONS

As provided in the Indenture and subject to certain limitations therein and herein set forth, this Note is exchangeable for a like aggregate principal amount of Notes of different authorized denominations but otherwise having the same terms and conditions, as requested by the Holder hereof surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Holder in whose name this Note is registered as the owner thereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Indenture and this Note shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely in such State. -14-

ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM TEN ENT JT TEN - as tenants in common UNIF GIFT MIN ACT - ______________ Custodian ______________ - as tenants by the entireties (Cust) (Minor) - as joint tenants with rights of survivorship and not as tenants in common Act____________________________________ (State)

Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undesigned hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

(Please print or typewrite name and address including postal zip code of assignee) the within Note and all rights thereunder hereby irrevocably constituting and appointing ____________________________________________________________ Attorney to transfer said Note on the books of the Trustee, with full power of substitution in the premises. Date: __________________________________________ Notice: The signature(s) on this assignment must correspond with the name(s) as written upon the face of the within Note in every particular, without alteration or enlargement or any change whatsoever. -15-

OPTION TO ELECT REPAYMENT

ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM TEN ENT JT TEN - as tenants in common UNIF GIFT MIN ACT - ______________ Custodian ______________ - as tenants by the entireties (Cust) (Minor) - as joint tenants with rights of survivorship and not as tenants in common Act____________________________________ (State)

Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undesigned hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

(Please print or typewrite name and address including postal zip code of assignee) the within Note and all rights thereunder hereby irrevocably constituting and appointing ____________________________________________________________ Attorney to transfer said Note on the books of the Trustee, with full power of substitution in the premises. Date: __________________________________________ Notice: The signature(s) on this assignment must correspond with the name(s) as written upon the face of the within Note in every particular, without alteration or enlargement or any change whatsoever. -15-

OPTION TO ELECT REPAYMENT The undersigned hereby irrevocably request(s) and instruct(s) the Company to repay this Note (or portion hereof specified below) pursuant to its terms at a price equal to 100% of the principal amount to be repaid, together with unpaid interest accrued hereon to the Repayment Date, to the undersigned, at _____________________________________________________________________________ (Please print or typewrite name and address of the undersigned) For this Note to be repaid, the Trustee must receive at its corporate trust office, not more than 60 nor less than 30 calendar days prior to the Repayment Date, this Note with this "Option to Elect Repayment" form duly completed. If less than the entire principal amount of this Note is to be repaid, specify the portion hereof (which shall be increments of U.S. $1,000 (or, if the Specified Currency is other than U.S. dollars, the minimum authorized denomination specified on the face hereof)) which the Holder elects to have repaid and specify the denomination or denominations (which shall be an authorized Denomination) of the Notes to be issued to the Holder for the portion of this Note not being repaid (in the absence of any such specification, one such Note will be issued for the portion not being repaid).

OPTION TO ELECT REPAYMENT The undersigned hereby irrevocably request(s) and instruct(s) the Company to repay this Note (or portion hereof specified below) pursuant to its terms at a price equal to 100% of the principal amount to be repaid, together with unpaid interest accrued hereon to the Repayment Date, to the undersigned, at _____________________________________________________________________________ (Please print or typewrite name and address of the undersigned) For this Note to be repaid, the Trustee must receive at its corporate trust office, not more than 60 nor less than 30 calendar days prior to the Repayment Date, this Note with this "Option to Elect Repayment" form duly completed. If less than the entire principal amount of this Note is to be repaid, specify the portion hereof (which shall be increments of U.S. $1,000 (or, if the Specified Currency is other than U.S. dollars, the minimum authorized denomination specified on the face hereof)) which the Holder elects to have repaid and specify the denomination or denominations (which shall be an authorized Denomination) of the Notes to be issued to the Holder for the portion of this Note not being repaid (in the absence of any such specification, one such Note will be issued for the portion not being repaid). Principal Amount to be Repaid: $____________________________ Date: ____________________________________________ Notice: The signature(s) on this Option to Elect Repayment must correspond with the name(s) as written upon the face of the within Note in every particular, without alteration or enlargement or any change whatsoever. -16-

EXHIBIT 10.31 UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (THE "DEPOSITARY") (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY./1/
REGISTERED No. FXR-011 - ----------CUSIP No. 94874R AL 0 ----------WEINGARTEN REALTY INVESTORS SENIOR MEDIUM-TERM NOTE, SERIES A (Fixed Rate) PRINCIPAL AMOUNT $2,000,000 ----------

EXHIBIT 10.31 UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (THE "DEPOSITARY") (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY./1/
REGISTERED No. FXR-011 - ----------CUSIP No. 94874R AL 0 ----------WEINGARTEN REALTY INVESTORS SENIOR MEDIUM-TERM NOTE, SERIES A (Fixed Rate) PRINCIPAL AMOUNT $2,000,000 ----------

ORIGINAL ISSUE DATE:

INTEREST RATE:

STATED MATURITY DATE: 12/14/07 DEFAULT RATE: N/A

12/14/95 INTEREST PAYMENT DATE(S) [ x ] 3/15 and 9/15 [ ] Other:

6.65% RECORD DATE(S): [ x ] 3/1 and 9/1 [ ] Other:

- ------------------/1/ This paragraph applies to Global Securities only.

REDEMPTION COMMENCEMENT DATE: N/A

INITIAL REDEMPTION PERCENTAGE: N/A

ANNUAL REDEMPTION PERCENTAGE REDUCTION: N/A

OPTIONAL REPAYMENT DATE(S): N/A
[ ] Check if an Original Issue Discount Note Issue Price:

%

SPECIFIED CURRENCY: [ x ] [ ] EXCHANGE RATE AGENT: N/A AUTHORIZED DENOMINATION: [ x ] U.S. dollars Other

$1,000 and integral multiples thereof

REDEMPTION COMMENCEMENT DATE: N/A

INITIAL REDEMPTION PERCENTAGE: N/A

ANNUAL REDEMPTION PERCENTAGE REDUCTION: N/A

OPTIONAL REPAYMENT DATE(S): N/A
[ ] Check if an Original Issue Discount Note Issue Price:

%

SPECIFIED CURRENCY: [ x ] [ ] EXCHANGE RATE AGENT: N/A AUTHORIZED DENOMINATION: [ x ] [ ] U.S. dollars Other

$1,000 and integral multiples thereof Other:

ADDENDUM ATTACHED [ ] [ x ] Yes No

OTHER/ADDITIONAL PROVISIONS: N/A -2-

WEINGARTEN REALTY INVESTORS (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO. , or registered assigns, the principal sum of $2,000,000 , on the Stated Maturity Date specified above (or any Redemption Date or Repayment Date, each as defined on the reverse hereof) (each such Stated Maturity Date, Redemption Date or Repayment Date being hereinafter referred to as the "Maturity Date") with respect to the principal repayable on such date) and to pay interest thereon, at the Interest Rate per annum specified above, until the principal hereof is paid or duly made available for payment, and (to the extent that the payment of such interest shall be legally enforceable) at the Default Rate per annum specified above on any overdue principal, premium and/or interest. The Company will pay interest in arrears on each Interest Payment Date, if any, specified above (each, an "Interest Payment Date"), commencing with the first Interest Payment Date next succeeding the Original Issue Date specified above, and on the Maturity Date; provided, however, that if the Original Issue Date occurs between a Regular Record Date (as defined below) and the next succeeding Interest Payment Date, interest payments will commence on the second Interest Payment Date next succeeding the Original Issue Date to the Holder of this Note on the Regular Record Date with respect to such second Interest Payment Date. Interest on this Note will be computed on the basis of a 360-day year of twelve 30-day months. Notwithstanding the foregoing, if an Addendum is attached hereto or "Other/Additional Provisions" apply to this Note as specified above, this Note shall be subject to the terms set forth in such Addendum or such "Other/Additional Provisions". Interest on this Note will accrue from, and including, the immediately preceding Interest Payment Date to which interest has been paid or duly provided for (or from, and including, the Original Issue Date if no interest has been paid or duly provided for with respect to this Note) to, but excluding, the applicable Interest Payment Date or the

WEINGARTEN REALTY INVESTORS (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO. , or registered assigns, the principal sum of $2,000,000 , on the Stated Maturity Date specified above (or any Redemption Date or Repayment Date, each as defined on the reverse hereof) (each such Stated Maturity Date, Redemption Date or Repayment Date being hereinafter referred to as the "Maturity Date") with respect to the principal repayable on such date) and to pay interest thereon, at the Interest Rate per annum specified above, until the principal hereof is paid or duly made available for payment, and (to the extent that the payment of such interest shall be legally enforceable) at the Default Rate per annum specified above on any overdue principal, premium and/or interest. The Company will pay interest in arrears on each Interest Payment Date, if any, specified above (each, an "Interest Payment Date"), commencing with the first Interest Payment Date next succeeding the Original Issue Date specified above, and on the Maturity Date; provided, however, that if the Original Issue Date occurs between a Regular Record Date (as defined below) and the next succeeding Interest Payment Date, interest payments will commence on the second Interest Payment Date next succeeding the Original Issue Date to the Holder of this Note on the Regular Record Date with respect to such second Interest Payment Date. Interest on this Note will be computed on the basis of a 360-day year of twelve 30-day months. Notwithstanding the foregoing, if an Addendum is attached hereto or "Other/Additional Provisions" apply to this Note as specified above, this Note shall be subject to the terms set forth in such Addendum or such "Other/Additional Provisions". Interest on this Note will accrue from, and including, the immediately preceding Interest Payment Date to which interest has been paid or duly provided for (or from, and including, the Original Issue Date if no interest has been paid or duly provided for with respect to this Note) to, but excluding, the applicable Interest Payment Date or the Maturity Date, as the case may be (each, an "Interest Period"). The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions described herein, be paid to the person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the March 1 and September 1 next preceding the March 15 and September 15 (whether or not a Market Day, as defined below) Interest Payment Dates (the "Regular Record Date"); provided, however, that interest payable on the Maturity Date will be payable to the person to whom the principal hereof and premium, if any, hereon shall be payable. Any such interest not so punctually paid or duly provided for on any Interest Payment Date with respect to this Note ("Defaulted Interest") will forthwith cease to be payable to the Holder on the Regular Record Date, and shall be paid to the person in whose name this Note is registered at the close of business on a special record date (the "Special Record Date") for the payment of such Defaulted Interest to be fixed by the Trustee hereinafter referred to, notice whereof shall be given to the Holder of this Note by the Trustee not less than 10 calendar days -3-

prior to such Special Record Date, or shall be paid at any time in any other lawful manner, all as more completely described in the Indenture applicable to this Note. "Business Day", as used herein for any particular location, means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in such location are authorized or obligated by law or executive order to close. Payment of principal of (and premium, if any) and any interest in respect of this Note due on the Maturity Date to be made in U.S. dollars will be made in immediately available funds upon presentation and surrender of this Note (and, with respect to any applicable repayment of this Note, a duly completed election form as contemplated on the reverse hereof) at the Paying Agent Office as the Company may determine; provided, however, that if such payment is to be made in a Specified Currency other than U.S. dollars as set forth below, such payment will be made by wire transfer of immediately available funds to an account with a bank located in the Principal Financial Center of the country issuing the Specified Currency (or, for Notes denominated in European Currency Units ("ECUs"), to an ECU account) or other jurisdiction acceptable to the Company and the Paying Agent as shall have been designated by the Holder hereof at least five Business Days prior to the Maturity Date, provided that such bank has appropriate facilities therefor and that this Note (and, if applicable, a duly completed election form) is presented and surrendered at the aforementioned Paying Agent Office in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. Such designation shall be made by

prior to such Special Record Date, or shall be paid at any time in any other lawful manner, all as more completely described in the Indenture applicable to this Note. "Business Day", as used herein for any particular location, means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in such location are authorized or obligated by law or executive order to close. Payment of principal of (and premium, if any) and any interest in respect of this Note due on the Maturity Date to be made in U.S. dollars will be made in immediately available funds upon presentation and surrender of this Note (and, with respect to any applicable repayment of this Note, a duly completed election form as contemplated on the reverse hereof) at the Paying Agent Office as the Company may determine; provided, however, that if such payment is to be made in a Specified Currency other than U.S. dollars as set forth below, such payment will be made by wire transfer of immediately available funds to an account with a bank located in the Principal Financial Center of the country issuing the Specified Currency (or, for Notes denominated in European Currency Units ("ECUs"), to an ECU account) or other jurisdiction acceptable to the Company and the Paying Agent as shall have been designated by the Holder hereof at least five Business Days prior to the Maturity Date, provided that such bank has appropriate facilities therefor and that this Note (and, if applicable, a duly completed election form) is presented and surrendered at the aforementioned Paying Agent Office in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. Such designation shall be made by filing the appropriate information with the Paying Agent at the Paying Agent Office in The City of New York, and, unless revoked, any such designation made with respect to this Note by its registered Holder will remain in effect with respect to any further payments with respect to this Note payable to its Holder. If a payment with respect to this Note cannot be made by wire transfer because the required designation has not been received by the Paying Agent on or before the requisite date or for any other reason, a notice will be mailed to the Holder of this Note at its registered address requesting a designation pursuant to which such wire transfer can be made and, upon the Paying Agent's receipt of such a designation, such payment will be made within five Business Days of such receipt. The Company will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Holder of this Note. Payments of interest due on any Interest Payment Date other than the Maturity Date to be made in U.S. dollars will be made by check mailed to the address of the person entitled thereto as such address shall appear in the Security Register maintained at the Payment Agent Office; provided, however, that a Holder of U.S. $10,000,000 (or, if the Specified Currency specified above is other than U.S. dollars, the equivalent thereof in the Specified Currency) or more in aggregate principal amount of Notes (whether having identical or different terms and provisions) will be entitled to receive interest payments on such Interest Payment Date by wire transfer of immediately available -4-

funds if appropriate wire transfer instructions have been received in writing by the Paying Agent not less than five calendar days prior to such Interest Payment Date. Any such wire transfer instructions received by the Paying Agent shall remain in effect until revoked by such Holder. If any Interest Payment Date or the Maturity Date falls on a day that is not a Market Day (as defined below), the required payment of principal, premium, if any, and/or interest need not be made on such day, but may be made on the next succeeding Market Day with the same force and effect as if made on the date such payment was due, and no interest shall accrue with respect to such payment for the period from and after such Interest Payment Date or the Maturity Date, as the case may be, to the date of such payment on the next succeeding Market Day. As used herein, "Market Day" means: (a) for any Note other than a Note the repayment in respect of which is to be made in a Specified Currency other than U.S. dollars, any Business Day in The City of New York; (b) for a Note the payment in respect of which is to be made in a Specified Currency other than U.S. dollars, any Business Day in the Principal Financial Center (as defined below) of the country issuing such Specified Currency

funds if appropriate wire transfer instructions have been received in writing by the Paying Agent not less than five calendar days prior to such Interest Payment Date. Any such wire transfer instructions received by the Paying Agent shall remain in effect until revoked by such Holder. If any Interest Payment Date or the Maturity Date falls on a day that is not a Market Day (as defined below), the required payment of principal, premium, if any, and/or interest need not be made on such day, but may be made on the next succeeding Market Day with the same force and effect as if made on the date such payment was due, and no interest shall accrue with respect to such payment for the period from and after such Interest Payment Date or the Maturity Date, as the case may be, to the date of such payment on the next succeeding Market Day. As used herein, "Market Day" means: (a) for any Note other than a Note the repayment in respect of which is to be made in a Specified Currency other than U.S. dollars, any Business Day in The City of New York; (b) for a Note the payment in respect of which is to be made in a Specified Currency other than U.S. dollars, any Business Day in the Principal Financial Center (as defined below) of the country issuing such Specified Currency which is also a Business Day in The City of New York; and (c) for a Note the payment in respect of which is to be made in ECUs, any Business Day in The City of New York that is also not a day that appears as an ECU non-settlement day on the display designated as "ISDE" on the Reuters Monitor Money Rates Service (or a day so designed by the ECU Banking Association) or, if the ECU non-settlement days do not appear on that page (and are not so designated), is not a day on which payments in ECUs cannot be settled in the international interbank market). "Principal Financial Center" means the capital city of the country issuing the Specified Currency in respect of which payment on the Notes is to be made, except that with respect to U.S. dollars, Australian dollars, German Marks, Dutch Guilders, Italian Lire, Swiss Francs and ECUs, the Principal Financial Center shall be The City of New York, Sydney, Frankfurt, Amsterdam, Milan, Zurich and Luxembourg, respectively. The Company is obligated to make payment of principal, premium, if any, and interest in respect of this Note in the Specified Currency (or, if the Specified Currency is not at the time of such payment legal tender for the payment of public and private debts, in such other coin or currency of the country which issued the Specified Currency as at the time of such payment is legal tender for the payment of such debts). If the Specified Currency is other than U.S. dollars, any such amounts so payable by the Company will be converted by the Exchange Rate Agent specified above into U.S. -5-

dollars for payment to the Holder of this Note; provided, however, that the Holder of this Note may elect to receive such amounts in the Specified Currency pursuant to the provisions set forth below. Payments of principal of (and premium, if any) and interest on any Note denominated in a Specified Currency other than U.S. dollars (a "Foreign Currency Note") will be made in U.S. dollars if the registered Holder of such Note on the relevant Regular Record Date, or at maturity, as the case may be, has transmitted a written request for such payment in U.S. dollars to the Paying Agent at the Paying Agent Office in The City of New York on or before such Regular Record Date, or the date 15 days before maturity, as the case may be. Such request may be in writing (mailed or hand delivered) or sent by cable, telex, or other form of facsimile transmission. Any such request made for any Note by a registered Holder will remain in effect for any further payments of principal of (and premium, if any) and interest on such Note payable to such Holder, unless such request is revoked on or before the relevant Regular Record Date or the date 15 days before maturity, as the case may be. Holders of Notes denominated in a Specified Currency other than U.S. dollars that are registered in the name of a broker or nominee should contact such broker or nominee to determine whether and how to elect to receive payments in U.S. dollars. The U.S. dollar amount to be received by a Holder of a Foreign Currency Note who elects to receive payment in U.S. dollars will be based on the highest bid quotation in The City of New York received by the Exchange Rate

dollars for payment to the Holder of this Note; provided, however, that the Holder of this Note may elect to receive such amounts in the Specified Currency pursuant to the provisions set forth below. Payments of principal of (and premium, if any) and interest on any Note denominated in a Specified Currency other than U.S. dollars (a "Foreign Currency Note") will be made in U.S. dollars if the registered Holder of such Note on the relevant Regular Record Date, or at maturity, as the case may be, has transmitted a written request for such payment in U.S. dollars to the Paying Agent at the Paying Agent Office in The City of New York on or before such Regular Record Date, or the date 15 days before maturity, as the case may be. Such request may be in writing (mailed or hand delivered) or sent by cable, telex, or other form of facsimile transmission. Any such request made for any Note by a registered Holder will remain in effect for any further payments of principal of (and premium, if any) and interest on such Note payable to such Holder, unless such request is revoked on or before the relevant Regular Record Date or the date 15 days before maturity, as the case may be. Holders of Notes denominated in a Specified Currency other than U.S. dollars that are registered in the name of a broker or nominee should contact such broker or nominee to determine whether and how to elect to receive payments in U.S. dollars. The U.S. dollar amount to be received by a Holder of a Foreign Currency Note who elects to receive payment in U.S. dollars will be based on the highest bid quotation in The City of New York received by the Exchange Rate Agent as of 11:00 a.m., New York City time, on the second Market Day next preceding the applicable payment date from three recognized foreign exchange dealers (one of which may be the Exchange Rate Agent) for the purchase by the quoting dealer of the Specified Currency for U.S. dollars for settlement on such payment date in the aggregate amount of the Specified Currency payable to all Holders of Notes electing to receive U.S. dollar payments and at which the applicable dealer commits to execute a contract. If three such bid quotations are not available on the second Market Day preceding the date of payment of principal (and premium, if any) or interest for any Note, such payment will be made in the Specified Currency. All currency exchange costs associated with any payment in U.S. dollars on any such Note will be borne by the Holder thereof by deductions from such payment. A Holder of a Foreign Currency Note may elect to receive payment of the principal of and premium, if any, and interest on such Note in the Specified Currency by submitting a written request for such payment to the Trustee at its Corporate Trust Office in The City of New York on or prior to the applicable record date or at least 15 calendar days prior to the Maturity Date, as the case may be. Such written request may be mailed or handdelivered or sent by cable, telex or other form of facsimile transmission. A Holder of a Foreign Currency Note may elect to receive payment in the applicable Specified Currency for all such principal, premium, if any, and interest payments and need not file a separate election for each payment. Such election will remain in effect until revoked by written notice to the Trustee, but written notice of any such revocation must be received by the Trustee on or prior to the applicable Record Date or at least 15 calendar days prior to the Maturity -6-

Date, as the case may be, Holders of Foreign Currency Notes whose Notes are to be held in the name of a broker or nominee should contact such broker or nominee to determine whether and how an election to receive payments in the applicable Specified Currency may be made. If the principal of (and premium, if any) or interest on any Note is payable in other than U.S. dollars and such Specified Currency (other than ECUs) is not available due to the imposition of exchange controls or other circumstances beyond the control of the Company, the Company will be entitled to satisfy its obligations to the Holder of such Note by making such payment (including any such payment at maturity) in U.S. dollars on the basis of the most recently available Exchange Rate. If the principal of (and premium, if any) and interest on any Note is payable in ECUs, and the ECU is not available due to the imposition of exchange controls or other circumstances beyond the control of the Company or the ECU is used neither as the unit of account of the European Communities nor as the currency of the European Union, the Company will be entitled to satisfy its obligations to the Holder of such Note by making such payment (including any such payment at maturity) in a component currency of the ECU chosen by the Exchange Rate Agent. Any U.S. dollar amount to be received by a Holder of a Foreign Currency Note will be based on the highest bid quotation in The City of New York received by the Exchange Rate Agent at approximately 11:00 A.M. New

Date, as the case may be, Holders of Foreign Currency Notes whose Notes are to be held in the name of a broker or nominee should contact such broker or nominee to determine whether and how an election to receive payments in the applicable Specified Currency may be made. If the principal of (and premium, if any) or interest on any Note is payable in other than U.S. dollars and such Specified Currency (other than ECUs) is not available due to the imposition of exchange controls or other circumstances beyond the control of the Company, the Company will be entitled to satisfy its obligations to the Holder of such Note by making such payment (including any such payment at maturity) in U.S. dollars on the basis of the most recently available Exchange Rate. If the principal of (and premium, if any) and interest on any Note is payable in ECUs, and the ECU is not available due to the imposition of exchange controls or other circumstances beyond the control of the Company or the ECU is used neither as the unit of account of the European Communities nor as the currency of the European Union, the Company will be entitled to satisfy its obligations to the Holder of such Note by making such payment (including any such payment at maturity) in a component currency of the ECU chosen by the Exchange Rate Agent. Any U.S. dollar amount to be received by a Holder of a Foreign Currency Note will be based on the highest bid quotation in The City of New York received by the Exchange Rate Agent at approximately 11:00 A.M. New York City time, on the second Market Day preceding the applicable payment date from three recognized foreign exchange dealers (one of whom may be the Exchange Rate Agent) selected by the Exchange Rate Agent and approved by the Company for the quoting dealer of the Specified Currency for U.S. dollars for settlement on such payment date in the aggregate amount of the Specified Currency payable to all Holders of Foreign Currency Notes scheduled to receive U.S. dollar payments and at which the applicable dealer commits to execute a contract. All currency exchange costs will be borne by the Holder of such Foreign Currency Note by deductions from such payments. If three such bid quotations are not available, payments will be made in the Specified Currency. If the applicable Specified Currency is not available for the payment of principal, premium, if any, or interest with respect to a Foreign Currency Note due to the imposition of exchange controls or other circumstances beyond the control of the Company, the Company will be entitled to satisfy its obligations to the Holder of such Foreign Currency Note by making such payment in U.S. dollars on the basis of the Market Exchange Rate on the second Market Day prior to such payment or, if such Market Exchange Rate is not then available, on the basis of the most recently available Market Exchange Rate or as otherwise specified in the applicable Pricing Supplement. The "Market Exchange Rate" for a Specified Currency other than U.S. dollars means the noon dollar buying rate in The City of New York for the cable transfer for such Specified Currency as certified for customs purposes by (or if not so certified, as otherwise determined by) the Federal Reserve Bank of New York. -7-

If payment in respect of a Foreign Currency Note is required to be made in any currency unit (e.g., ECU), and such currency unit is unavailable due to the imposition of exchange controls or other circumstances beyond the Company's control, then the Company will be entitled, but not required, to make any payments in respect of such Note in U.S. dollars until such currency unit is again available. The amount of each payment in U.S. dollars shall be computed on the basis of the equivalent of the currency unit in U.S. dollars, which shall be determined by the Company or its agent on the following basis. The component currencies of the currency unit for this purpose (collectively, the "Component Currencies" and each, a "Component Currency") shall be the currency amounts that were components of the currency unit as of the last day on which the currency unit was used. The equivalent of the currency unit in U.S. dollars shall be calculated by aggregating the U.S. dollar equivalent of the Component Currencies. The U.S. dollar equivalent of each of the Component Currencies shall be determined by the Company or its agent on the basis of the most recently available Market Exchange Rate for each such Component Currency. If the official unit of any Component Currency is altered by way of combination or subdivision, the number of units of the currency as a Component Currency shall be divided or multiplied in the same proportion. If two or more Component Currencies are consolidated into a single currency, the amounts of those currencies as Component Currencies shall be replaced by an amount in such single currency equal to the sum of the amounts of the consolidated Component Currencies expressed in such single currency. If any Component Currency is divided into two or more currencies, the amount of the original Component Currency shall be replaced by the

If payment in respect of a Foreign Currency Note is required to be made in any currency unit (e.g., ECU), and such currency unit is unavailable due to the imposition of exchange controls or other circumstances beyond the Company's control, then the Company will be entitled, but not required, to make any payments in respect of such Note in U.S. dollars until such currency unit is again available. The amount of each payment in U.S. dollars shall be computed on the basis of the equivalent of the currency unit in U.S. dollars, which shall be determined by the Company or its agent on the following basis. The component currencies of the currency unit for this purpose (collectively, the "Component Currencies" and each, a "Component Currency") shall be the currency amounts that were components of the currency unit as of the last day on which the currency unit was used. The equivalent of the currency unit in U.S. dollars shall be calculated by aggregating the U.S. dollar equivalent of the Component Currencies. The U.S. dollar equivalent of each of the Component Currencies shall be determined by the Company or its agent on the basis of the most recently available Market Exchange Rate for each such Component Currency. If the official unit of any Component Currency is altered by way of combination or subdivision, the number of units of the currency as a Component Currency shall be divided or multiplied in the same proportion. If two or more Component Currencies are consolidated into a single currency, the amounts of those currencies as Component Currencies shall be replaced by an amount in such single currency equal to the sum of the amounts of the consolidated Component Currencies expressed in such single currency. If any Component Currency is divided into two or more currencies, the amount of the original Component Currency shall be replaced by the amounts of such two or more currencies, the sum of which shall be equal to the amount of the original Component Currency. All determinations referred to above made by the Exchange Rate Agent shall be at its sole discretion and shall, in the absence of manifest error, be conclusive for all purposes and binding on the Holder of this Note. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof and, if so specified above, in the Addendum hereto, which further provisions shall have the same force and effect as if set forth on the face hereof. Unless the Certificate of Authentication hereon has been executed by the Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. -8-

IN WITNESS WHEREOF, Weingarten Realty Investors has caused this Note to be executed. WEINGARTEN REALTY INVESTORS By: Name: Title: Attest: By: Name: Title: Dated: December 14, 1995 -9-

TRUSTEE'S CERTIFICATE OF AUTHENTICATION: This is one of the Notes of the series

IN WITNESS WHEREOF, Weingarten Realty Investors has caused this Note to be executed. WEINGARTEN REALTY INVESTORS By: Name: Title: Attest: By: Name: Title: Dated: December 14, 1995 -9-

TRUSTEE'S CERTIFICATE OF AUTHENTICATION: This is one of the Notes of the series designated therein referred to in the within-mentioned Indenture. TEXAS COMMERCE BANK NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory for Chemical Bank, as Agent for Texas Commerce Bank National Association -10-

WEINGARTEN REALTY INVESTORS SENIOR MEDIUM-TERM NOTE, SERIES A (Fixed Rate) This Note is one of a duly authorized series of Debt Securities (the "Debt Securities") of the Company issued and to be issued under an Indenture, dated as of May 1, 1995, as amended, modified or supplemented from time to time (the "Indenture"), between the Company and Texas Commerce Bank National Association, as Trustee (the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Debt Securities, and of the terms upon which the Debt Securities are, and are to be, authenticated and delivered. This Note is one of the series of Debt Securities designated as "Medium-Term Notes, Series A Due 9 Months or more from Date of Issue" (the "Notes"). All terms used but not defined in this Note specified on the face hereof or in an Addendum hereto shall have the meanings assigned to such terms in the Indenture. This Note is issuable only in registered form without coupons. Notes denominated in U.S. dollars will be initially issued in denominations of $1,000 and integral multiples thereof, and Notes denominated in other than U.S. dollars will be initially issued in denominations of the amount of the Specified Currency for such Note equivalent, at the noon buying rate for cable transfers in The City of New York for such Specified Currency (the "Exchange Rate") on the first Market Day next preceding the date on which the Company accepts the offer to purchase such Note, to $1,000 and integral multiples thereof (or the equivalent thereof in the Specified Currency for such Note).

TRUSTEE'S CERTIFICATE OF AUTHENTICATION: This is one of the Notes of the series designated therein referred to in the within-mentioned Indenture. TEXAS COMMERCE BANK NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory for Chemical Bank, as Agent for Texas Commerce Bank National Association -10-

WEINGARTEN REALTY INVESTORS SENIOR MEDIUM-TERM NOTE, SERIES A (Fixed Rate) This Note is one of a duly authorized series of Debt Securities (the "Debt Securities") of the Company issued and to be issued under an Indenture, dated as of May 1, 1995, as amended, modified or supplemented from time to time (the "Indenture"), between the Company and Texas Commerce Bank National Association, as Trustee (the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Debt Securities, and of the terms upon which the Debt Securities are, and are to be, authenticated and delivered. This Note is one of the series of Debt Securities designated as "Medium-Term Notes, Series A Due 9 Months or more from Date of Issue" (the "Notes"). All terms used but not defined in this Note specified on the face hereof or in an Addendum hereto shall have the meanings assigned to such terms in the Indenture. This Note is issuable only in registered form without coupons. Notes denominated in U.S. dollars will be initially issued in denominations of $1,000 and integral multiples thereof, and Notes denominated in other than U.S. dollars will be initially issued in denominations of the amount of the Specified Currency for such Note equivalent, at the noon buying rate for cable transfers in The City of New York for such Specified Currency (the "Exchange Rate") on the first Market Day next preceding the date on which the Company accepts the offer to purchase such Note, to $1,000 and integral multiples thereof (or the equivalent thereof in the Specified Currency for such Note). Interest rates offered by the Company with respect to a Note may differ depending upon, among other things, the aggregate principal amount of the Notes purchased in any single transaction. This Note will not be subject to any sinking fund and, unless otherwise provided on the face hereof in accordance with the provisions of the following two paragraphs, will not be redeemable or repayable prior to the Stated Maturity Date. This Note will be subject to redemption at the option of the Company on any date on and after the Redemption Commencement Date, if any, specified on the face hereof, in whole or from time to time in part in increments of U.S. $1,000 or the minimum authorized denomination (provided that any remaining principal amount hereof shall be at least U.S. $1,000 or such minimum authorized denomination, at the Redemption Price (as defined below), together with unpaid interest accrued thereon to the date fixed for redemption (each, a "Redemption Date"), on notice given no more than -11-

60 nor less than 30 calendar days prior to the Redemption Date and in accordance with the provisions of the Indenture. The "Redemption Price" shall initially be the Initial Redemption Percentage specified on the face hereof

WEINGARTEN REALTY INVESTORS SENIOR MEDIUM-TERM NOTE, SERIES A (Fixed Rate) This Note is one of a duly authorized series of Debt Securities (the "Debt Securities") of the Company issued and to be issued under an Indenture, dated as of May 1, 1995, as amended, modified or supplemented from time to time (the "Indenture"), between the Company and Texas Commerce Bank National Association, as Trustee (the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Debt Securities, and of the terms upon which the Debt Securities are, and are to be, authenticated and delivered. This Note is one of the series of Debt Securities designated as "Medium-Term Notes, Series A Due 9 Months or more from Date of Issue" (the "Notes"). All terms used but not defined in this Note specified on the face hereof or in an Addendum hereto shall have the meanings assigned to such terms in the Indenture. This Note is issuable only in registered form without coupons. Notes denominated in U.S. dollars will be initially issued in denominations of $1,000 and integral multiples thereof, and Notes denominated in other than U.S. dollars will be initially issued in denominations of the amount of the Specified Currency for such Note equivalent, at the noon buying rate for cable transfers in The City of New York for such Specified Currency (the "Exchange Rate") on the first Market Day next preceding the date on which the Company accepts the offer to purchase such Note, to $1,000 and integral multiples thereof (or the equivalent thereof in the Specified Currency for such Note). Interest rates offered by the Company with respect to a Note may differ depending upon, among other things, the aggregate principal amount of the Notes purchased in any single transaction. This Note will not be subject to any sinking fund and, unless otherwise provided on the face hereof in accordance with the provisions of the following two paragraphs, will not be redeemable or repayable prior to the Stated Maturity Date. This Note will be subject to redemption at the option of the Company on any date on and after the Redemption Commencement Date, if any, specified on the face hereof, in whole or from time to time in part in increments of U.S. $1,000 or the minimum authorized denomination (provided that any remaining principal amount hereof shall be at least U.S. $1,000 or such minimum authorized denomination, at the Redemption Price (as defined below), together with unpaid interest accrued thereon to the date fixed for redemption (each, a "Redemption Date"), on notice given no more than -11-

60 nor less than 30 calendar days prior to the Redemption Date and in accordance with the provisions of the Indenture. The "Redemption Price" shall initially be the Initial Redemption Percentage specified on the face hereof multiplied by the unpaid principal amount of this Note to be redeemed. The Initial Redemption Percentage shall decline at each anniversary of the Redemption Commencement Date by the Annual Redemption Percentage Reduction, if any, specified on the face hereof until the Redemption Price is 100% of unpaid principal amount to be redeemed. In the event of redemption of the Note in part only, a new Note of like tenor for the unredeemed portion hereof and otherwise having the same terms as this Note shall be issued in the name of the Holder hereof upon the presentation and surrender hereof. This Note will be subject to repayment by the Company at the option of the Holder hereof on the Optional Repayment Date(s), if any, specified on the face hereof, in whole or in part in increments of U.S. $1,000 or the minimum authorized denomination (provided that any remaining principal amount hereof shall be a minimum authorized denomination), at a repayment price equal to 100% of the unpaid principal amount to be repaid, together with unpaid interest accrued thereon to the date fixed for repayment (each, a "Repayment Date"). For this Note to be repaid, this Note must be received, together with the form herein entitled "Option to Elect Repayment" duly completed, by the Trustee at its corporate trust office not more than 60 nor less than 30 calendar days prior to the Repayment Date. Exercise of such repayment option by the Holder hereof will be irrevocable. In the event of repayment of this Note in part only, a new Note of like tenor for the unrepaid portion hereof and otherwise having the same terms as this Note shall be issued in the name of the Holder hereof upon the presentation and surrender hereof.

60 nor less than 30 calendar days prior to the Redemption Date and in accordance with the provisions of the Indenture. The "Redemption Price" shall initially be the Initial Redemption Percentage specified on the face hereof multiplied by the unpaid principal amount of this Note to be redeemed. The Initial Redemption Percentage shall decline at each anniversary of the Redemption Commencement Date by the Annual Redemption Percentage Reduction, if any, specified on the face hereof until the Redemption Price is 100% of unpaid principal amount to be redeemed. In the event of redemption of the Note in part only, a new Note of like tenor for the unredeemed portion hereof and otherwise having the same terms as this Note shall be issued in the name of the Holder hereof upon the presentation and surrender hereof. This Note will be subject to repayment by the Company at the option of the Holder hereof on the Optional Repayment Date(s), if any, specified on the face hereof, in whole or in part in increments of U.S. $1,000 or the minimum authorized denomination (provided that any remaining principal amount hereof shall be a minimum authorized denomination), at a repayment price equal to 100% of the unpaid principal amount to be repaid, together with unpaid interest accrued thereon to the date fixed for repayment (each, a "Repayment Date"). For this Note to be repaid, this Note must be received, together with the form herein entitled "Option to Elect Repayment" duly completed, by the Trustee at its corporate trust office not more than 60 nor less than 30 calendar days prior to the Repayment Date. Exercise of such repayment option by the Holder hereof will be irrevocable. In the event of repayment of this Note in part only, a new Note of like tenor for the unrepaid portion hereof and otherwise having the same terms as this Note shall be issued in the name of the Holder hereof upon the presentation and surrender hereof. If this Note is an Original Issue Discount Note as specified on the face hereof, the amount payable to the Holder of this Note in the event of redemption, repayment or acceleration of maturity will be equal to (i) the Amortized Face Amount (as defined below) as of the date of such event, plus (ii) with respect to any redemption, the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if any) minus 100% multiplied by the Issue Price specified on the face hereof, net of any portion of such Issue Price which has been paid prior to the Redemption Date, or the portion of the Issue Price (or the net amount) proportionate to the portion of the unpaid principal amount to be redeemed, plus (iii) any accrued interest to the date of such event the payment of which would constitute qualified stated interest payments within the meaning of Treasury Regulation 1.1273-1(c) under the Internal Revenue Code of 1986, as amended (the "Code"). The "Amortized Face Amount" shall mean an amount equal to (i) the Issue Price plus (ii) the aggregate portions of the original issue discount (the excess of the amounts considered as part of the "stated redemption price at maturity" of this Note within the meaning of Section 1273(a)(2) of the Code, whether denominated as principal or interest, over the Issue Price) which shall theretofore have accrued pursuant to Section 1272 of the Code (without regard to Section 1272(a)(7) of the Code) from the Original Issue Date to the date of determination, minus (iii) any amount considered as part -12-

of the "stated redemption price at maturity" of this Note which has been paid from the Original Issue Date to the date of determination. If an Event of Default, as defined in the Indenture, shall occur and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture contains provisions for defeasance of (i) the entire indebtedness of the Notes or (ii) certain covenants and Events of Default with respect to the Notes, in each case upon compliance with certain conditions set forth therein, which provisions apply to the Notes. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Debt Securities at any time by the Company and the Trustee with the consent of the Holders of not less than a majority of the aggregate principal amount of all Debt Securities at the time outstanding and affected thereby. The Indenture also contains provisions permitting the Holders of not less than a majority of the aggregate principal amount of the outstanding Debt Securities, on behalf of the Holders of all such Debt Securities, to waive compliance by the Company with certain provisions of the Indenture. Furthermore, provisions in the Indenture permit the Holders of not less than a majority of the aggregate principal amount of the outstanding Debt Securities, in certain instances, to waive, on

of the "stated redemption price at maturity" of this Note which has been paid from the Original Issue Date to the date of determination. If an Event of Default, as defined in the Indenture, shall occur and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture contains provisions for defeasance of (i) the entire indebtedness of the Notes or (ii) certain covenants and Events of Default with respect to the Notes, in each case upon compliance with certain conditions set forth therein, which provisions apply to the Notes. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Debt Securities at any time by the Company and the Trustee with the consent of the Holders of not less than a majority of the aggregate principal amount of all Debt Securities at the time outstanding and affected thereby. The Indenture also contains provisions permitting the Holders of not less than a majority of the aggregate principal amount of the outstanding Debt Securities, on behalf of the Holders of all such Debt Securities, to waive compliance by the Company with certain provisions of the Indenture. Furthermore, provisions in the Indenture permit the Holders of not less than a majority of the aggregate principal amount of the outstanding Debt Securities, in certain instances, to waive, on behalf of all of the Holders of Debt Securities of such series, certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and other Notes issued upon the registration of transfer hereof or in exchange heretofore or in lieu hereof, whether or not notation of such consent or waiver is made upon the Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay principal, premium, if any, and interest in respect of this Note at the times, places and rate or formula, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein and herein set forth, the transfer of this Note is registrable in the Security Register of the Company upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal hereof and any premium or interest hereon are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder hereof or by his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. -13-

As provided in the Indenture and subject to certain limitations therein and herein set forth, this Note is exchangeable for a like aggregate principal amount of Notes of different authorized denominations but otherwise having the same terms and conditions, as requested by the Holder hereof surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Holder in whose name this Note is registered as the owner thereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Indenture and this Note shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely in such State. -14-

ABBREVIATIONS

As provided in the Indenture and subject to certain limitations therein and herein set forth, this Note is exchangeable for a like aggregate principal amount of Notes of different authorized denominations but otherwise having the same terms and conditions, as requested by the Holder hereof surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Holder in whose name this Note is registered as the owner thereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Indenture and this Note shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely in such State. -14-

ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM TEN ENT JT TEN - as tenants in common UNIF GIFT MIN ACT - ______________ Custodian ________________ - as tenants by the entireties (Cust) (Minor) - as joint tenants with rights of survivorship and not as tenants in common Act_________________________________ (State)

Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undesigned hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

(Please print or typewrite name and address including postal zip code of assignee) the within Note and all rights thereunder hereby irrevocably constituting and appointing _______________________________________________________________________ Attorney to transfer said Note on the books of the Trustee, with full power of substitution in the premises. Date: __________________________________________ Notice: The signature(s) on this assignment must correspond with the name(s) as written upon the face of the within Note in every particular, without alteration or enlargement or any change whatsoever. -15-

OPTION TO ELECT REPAYMENT

ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM TEN ENT JT TEN - as tenants in common UNIF GIFT MIN ACT - ______________ Custodian ________________ - as tenants by the entireties (Cust) (Minor) - as joint tenants with rights of survivorship and not as tenants in common Act_________________________________ (State)

Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undesigned hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

(Please print or typewrite name and address including postal zip code of assignee) the within Note and all rights thereunder hereby irrevocably constituting and appointing _______________________________________________________________________ Attorney to transfer said Note on the books of the Trustee, with full power of substitution in the premises. Date: __________________________________________ Notice: The signature(s) on this assignment must correspond with the name(s) as written upon the face of the within Note in every particular, without alteration or enlargement or any change whatsoever. -15-

OPTION TO ELECT REPAYMENT The undersigned hereby irrevocably request(s) and instruct(s) the Company to repay this Note (or portion hereof specified below) pursuant to its terms at a price equal to 100% of the principal amount to be repaid, together with unpaid interest accrued hereon to the Repayment Date, to the undersigned, at ____________________________________________________________________________ (Please print or typewrite name and address of the undersigned) For this Note to be repaid, the Trustee must receive at its corporate trust office, not more than 60 nor less than 30 calendar days prior to the Repayment Date, this Note with this "Option to Elect Repayment" form duly completed. If less than the entire principal amount of this Note is to be repaid, specify the portion hereof (which shall be increments of U.S. $1,000 (or, if the Specified Currency is other than U.S. dollars, the minimum authorized denomination specified on the face hereof)) which the Holder elects to have repaid and specify the denomination or denominations (which shall be an authorized Denomination) of the Notes to be issued to the Holder for the portion of this Note not being repaid (in the absence of any such specification, one such Note will be issued for the portion not being repaid).

OPTION TO ELECT REPAYMENT The undersigned hereby irrevocably request(s) and instruct(s) the Company to repay this Note (or portion hereof specified below) pursuant to its terms at a price equal to 100% of the principal amount to be repaid, together with unpaid interest accrued hereon to the Repayment Date, to the undersigned, at ____________________________________________________________________________ (Please print or typewrite name and address of the undersigned) For this Note to be repaid, the Trustee must receive at its corporate trust office, not more than 60 nor less than 30 calendar days prior to the Repayment Date, this Note with this "Option to Elect Repayment" form duly completed. If less than the entire principal amount of this Note is to be repaid, specify the portion hereof (which shall be increments of U.S. $1,000 (or, if the Specified Currency is other than U.S. dollars, the minimum authorized denomination specified on the face hereof)) which the Holder elects to have repaid and specify the denomination or denominations (which shall be an authorized Denomination) of the Notes to be issued to the Holder for the portion of this Note not being repaid (in the absence of any such specification, one such Note will be issued for the portion not being repaid). Principal Amount to be Repaid: $____________________________ Date: ______________________________________ Notice: The signature(s) on this Option to Elect Repayment must correspond with the name(s) as written upon the face of the within Note in every particular, without alteration or enlargement or any change whatsoever. -16-

EXHIBIT 10.32 WEINGARTEN REALTY INVESTORS REVOLVING CREDIT NOTE $73,000,000 September 20, 1995 FOR VALUE RECEIVED, the undersigned, Weingarten Realty Investors, a Texas real estate investment trust, hereby promises to pay to the order of TEXAS COMMERCE BANK NATIONAL ASSOCIATION (the "Bank") the principal sum of SEVENTY-THREE MILLION AND 00/100 DOLLARS ($73,000,000) or the aggregate principal amount of Advances made pursuant to the Credit Agreement hereinafter mentioned and outstanding as of the maturity hereof, whether by acceleration or otherwise, whichever may be the lesser, on or before the Termination Date, together with interest on any and all amounts remaining unpaid hereon from time to time from the date hereof until maturity, payable as described in the Credit Agreement, and at maturity, in the manner and at the rates per annum as set forth in the Credit Agreement dated as of November 22,1994, between the undersigned, the Bank in its own capacity and as Agent, and the other banks which are party thereto, as such agreement has been heretofore amended, as amended by that certain Fourth Amendment to Credit Agreement, dated as of even date herewith between the undersigned, the Bank in its own capacity and as Agent, and the other banks which are party thereto, and as hereafter amended or otherwise modified from time to time (the "Credit Agreement"). Capitalized terms used but not otherwise defined hereinafter shall have the same respective meanings ascribed to them as in the Credit Agreement. If any payment of principal or interest on this Note shall become due on a day which is not a Business Day, such payment shall be made in the next succeeding business day, and such extension of time shall in such case be

EXHIBIT 10.32 WEINGARTEN REALTY INVESTORS REVOLVING CREDIT NOTE $73,000,000 September 20, 1995 FOR VALUE RECEIVED, the undersigned, Weingarten Realty Investors, a Texas real estate investment trust, hereby promises to pay to the order of TEXAS COMMERCE BANK NATIONAL ASSOCIATION (the "Bank") the principal sum of SEVENTY-THREE MILLION AND 00/100 DOLLARS ($73,000,000) or the aggregate principal amount of Advances made pursuant to the Credit Agreement hereinafter mentioned and outstanding as of the maturity hereof, whether by acceleration or otherwise, whichever may be the lesser, on or before the Termination Date, together with interest on any and all amounts remaining unpaid hereon from time to time from the date hereof until maturity, payable as described in the Credit Agreement, and at maturity, in the manner and at the rates per annum as set forth in the Credit Agreement dated as of November 22,1994, between the undersigned, the Bank in its own capacity and as Agent, and the other banks which are party thereto, as such agreement has been heretofore amended, as amended by that certain Fourth Amendment to Credit Agreement, dated as of even date herewith between the undersigned, the Bank in its own capacity and as Agent, and the other banks which are party thereto, and as hereafter amended or otherwise modified from time to time (the "Credit Agreement"). Capitalized terms used but not otherwise defined hereinafter shall have the same respective meanings ascribed to them as in the Credit Agreement. If any payment of principal or interest on this Note shall become due on a day which is not a Business Day, such payment shall be made in the next succeeding business day, and such extension of time shall in such case be considered in computing interest in connection with such payment. Payments of both principal and interest are to be made in immediately available funds at the office of the Agent, 712 Main Street, Houston, Texas, or such other place as the holder shall designate in writing to the maker. If default is made in the payment of this Note and it is placed in the hands of an attorney for collection, or collected through bankruptcy proceedings, or if suit is brought on this Note, the maker agrees to pay reasonable attorneys' fees in addition to all other amounts owing hereunder. This Note is the Note provided for in, and is entitled to the benefits of, the Credit Agreement, which, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain stated events, for prepayments of principal hereof prior to the maturity

hereof upon terms and conditions therein specified, and to the effect that no provision of the Credit Agreement or this Note shall require the payment or permit the collection of interest in excess of the Highest Lawful Rate. It is contemplated that by reason of prepayments hereon there may be times when no indebtedness is owing hereunder, but notwithstanding such occurrences this Note shall remain valid and shall be in full force and effect as to Advances made pursuant to the Credit Agreement subsequent to each such occurrence. Except as expressly provided in the Credit Agreement, the maker and any and all endorsers, guarantors and sureties severally waive grace, notice of intent to accelerate, notice of acceleration, demand, presentment for payment, notice of dishonor or default, protest and notice of protest and diligence in collecting and bringing of suit against any party hereto, and agree to all renewals, extensions or partial payments hereon and to any release or substitution of security herefor, in whole or in part, with or without notice, before or after maturity. With respect to the incurrence of certain liabilities hereunder and the making of certain agreements by the Borrower as herein stated, such incurrence of liabilities and such agreements shall be binding upon the Borrower only as a trust formed under the Texas Real Estate Investment Trust Act pursuant to that certain Restated Declaration of Trust dated March 23, 1988 (as it is amended from time to time), and only upon the assets of such Borrower. No Trust Manager or officer or other holder of any beneficial interest in the Borrower shall have any personal liability for the payment of any indebtedness or other liabilities incurred by the Borrower hereunder or

hereof upon terms and conditions therein specified, and to the effect that no provision of the Credit Agreement or this Note shall require the payment or permit the collection of interest in excess of the Highest Lawful Rate. It is contemplated that by reason of prepayments hereon there may be times when no indebtedness is owing hereunder, but notwithstanding such occurrences this Note shall remain valid and shall be in full force and effect as to Advances made pursuant to the Credit Agreement subsequent to each such occurrence. Except as expressly provided in the Credit Agreement, the maker and any and all endorsers, guarantors and sureties severally waive grace, notice of intent to accelerate, notice of acceleration, demand, presentment for payment, notice of dishonor or default, protest and notice of protest and diligence in collecting and bringing of suit against any party hereto, and agree to all renewals, extensions or partial payments hereon and to any release or substitution of security herefor, in whole or in part, with or without notice, before or after maturity. With respect to the incurrence of certain liabilities hereunder and the making of certain agreements by the Borrower as herein stated, such incurrence of liabilities and such agreements shall be binding upon the Borrower only as a trust formed under the Texas Real Estate Investment Trust Act pursuant to that certain Restated Declaration of Trust dated March 23, 1988 (as it is amended from time to time), and only upon the assets of such Borrower. No Trust Manager or officer or other holder of any beneficial interest in the Borrower shall have any personal liability for the payment of any indebtedness or other liabilities incurred by the Borrower hereunder or for the performance of any agreements made by the Borrower hereunder, nor for any other act, omission or obligation incurred by the Borrower or by the Trust Managers except, in the case of a Trust Manager, any liability arising from his own wilful misfeasance ro malfeasance or gross negligence. WEINGARTEN REALTY INVESTORS By: [SIGNATURE APPEARS HERE] Name: Joseph William Robertson, Jr. Title: Executive Vice President 2 Page 2 of Revolving Credit Note dated September 20, 1995, in the original principal sum of $73,000,000, payable to the order of Texas Commerce Bank National Association

EXHIBIT 10.33 WEINGARTEN REALTY INVESTORS REVOLVING CREDIT NOTE $45,000,000 September 20, 1995 FOR VALUE RECEIVED, the undersigned, Weingarten Realty Investors, a Texas real estate investment trust, hereby promises to pay to the order of NATIONSBANK OF TEXAS, N.A. (the "Bank") the principal sum of FORTY-FIVE MILLION AND 00/100 DOLLARS ($45,000,000) or the aggregate principal amount of Advances made pursuant to the Credit Agreement hereinafter mentioned and outstanding as of the maturity hereof, whether by acceleration or otherwise, whichever may be the lesser, on or before the Termination Date, together with interest on any and all amounts remaining unpaid hereon from time to time from the date hereof until maturity, payable as described in the Credit Agreement, and at maturity, in the manner and at the rates per annum as set forth in the Credit Agreement dated as of November 22, 1994, between the undersigned, Texas Commerce Bank National Association, as Agent, and the banks which are party thereto, as such agreement has been heretofore amended, as amended by that certain Fourth Amendment to Credit Agreement, dated as of even date herewith between the undersigned, the Agent, and the banks which are party thereto, and as hereafter amended or otherwise modified from time to time (the "Credit Agreement"). Capitalized terms used but not

EXHIBIT 10.33 WEINGARTEN REALTY INVESTORS REVOLVING CREDIT NOTE $45,000,000 September 20, 1995 FOR VALUE RECEIVED, the undersigned, Weingarten Realty Investors, a Texas real estate investment trust, hereby promises to pay to the order of NATIONSBANK OF TEXAS, N.A. (the "Bank") the principal sum of FORTY-FIVE MILLION AND 00/100 DOLLARS ($45,000,000) or the aggregate principal amount of Advances made pursuant to the Credit Agreement hereinafter mentioned and outstanding as of the maturity hereof, whether by acceleration or otherwise, whichever may be the lesser, on or before the Termination Date, together with interest on any and all amounts remaining unpaid hereon from time to time from the date hereof until maturity, payable as described in the Credit Agreement, and at maturity, in the manner and at the rates per annum as set forth in the Credit Agreement dated as of November 22, 1994, between the undersigned, Texas Commerce Bank National Association, as Agent, and the banks which are party thereto, as such agreement has been heretofore amended, as amended by that certain Fourth Amendment to Credit Agreement, dated as of even date herewith between the undersigned, the Agent, and the banks which are party thereto, and as hereafter amended or otherwise modified from time to time (the "Credit Agreement"). Capitalized terms used but not otherwise defined herein shall have the same respective meanings ascribed to them as in the Credit Agreement. If any payment of principal or interest on this Note shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding business day, and such extension of time shall in such case be considered in computing interest in connection with such payment. Payments of both principal and interest are to be made in immediately available funds at the office of the Agent, 712 Main Street, Houston, Texas, or such other place as the holder shall designate in writing to the maker. If default is made in the payment of this Note and it is placed in the hands of an attorney for collection, or collected through bankruptcy proceedings, or if suit is brought on this Note, the maker agrees to pay reasonable attorneys' fees in addition to all other amounts owing hereunder. This Note is the Note provided for in, and is entitled to the benefits of, the Credit Agreement, which, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain stated events, for prepayments of principal hereof prior to the maturity hereof upon terms and conditions therein specified, and to the effect that no provision of the Credit 1

Agreement or this Note shall require the payment or permit the collection of interest in excess of the Highest Lawful Rate. It is contemplated that by reason of prepayments hereon there may be times when no indebtedness is owing hereunder; but notwithstanding such occurrences this Note shall remain valid and shall be in full force and effect as to Advances made pursuant to the Credit Agreement subsequent to each such occurrence. Except as expressly provided in the Credit Agreement, the maker and any and all endorsers, guarantors and sureties severally waive grace, notice of intent to accelerate, notice of acceleration, demand, presentment for payment, notice of dishonor or default, protest and notice of protest and diligence in collecting and bringing of suit against any party hereto, and agree to all renewals, extensions or partial payments hereon and to any release or substitution of security herefor, in whole or in part, with or without notice, before or after maturity. With respect to the incurrence of certain liabilities hereunder and the making of certain agreements by the Borrower as herein stated, such incurrence of liabilities and such agreements shall be binding upon the Borrower only as a trust formed under the Texas Real Estate Investment Trust Act pursuant to that certain Restated Declaration of Trust dated March 23, 1988 (as it is amended from time to time), and only upon the assets of such Borrower. No Trust Manager or officer or other holder of any beneficial interest in the Borrower shall have any personal liability for the payment of any indebtedness or other liabilities incurred by the Borrower hereunder or

Agreement or this Note shall require the payment or permit the collection of interest in excess of the Highest Lawful Rate. It is contemplated that by reason of prepayments hereon there may be times when no indebtedness is owing hereunder; but notwithstanding such occurrences this Note shall remain valid and shall be in full force and effect as to Advances made pursuant to the Credit Agreement subsequent to each such occurrence. Except as expressly provided in the Credit Agreement, the maker and any and all endorsers, guarantors and sureties severally waive grace, notice of intent to accelerate, notice of acceleration, demand, presentment for payment, notice of dishonor or default, protest and notice of protest and diligence in collecting and bringing of suit against any party hereto, and agree to all renewals, extensions or partial payments hereon and to any release or substitution of security herefor, in whole or in part, with or without notice, before or after maturity. With respect to the incurrence of certain liabilities hereunder and the making of certain agreements by the Borrower as herein stated, such incurrence of liabilities and such agreements shall be binding upon the Borrower only as a trust formed under the Texas Real Estate Investment Trust Act pursuant to that certain Restated Declaration of Trust dated March 23, 1988 (as it is amended from time to time), and only upon the assets of such Borrower. No Trust Manager or officer or other holder of any beneficial interest in the Borrower shall have any personal liability for the payment of any indebtedness or other liabilities incurred by the Borrower hereunder or for the performance of any agreements made by the Borrower hereunder, nor for any other act, omission or obligation incurred by the Borrower or by the Trust Managers except, in the case of a Trust Manager, any liability arising from his own wilful misfeasance or malfeasance or gross negligence. WEINGARTEN REALTY INVESTORS By: [SIGNATURE APPEARS HERE] Name: Joseph William Robertson, Jr. Title: Executive Vice President 2 Page 2 of Revolving Credit Note dated September 20, 1995, in the original principal sum of $45,000,000, payable to the order of NationsBank of Texas, N.A.

EXHIBIT 10.34 WEINGARTEN REALTY INVESTORS REVOLVING CREDIT NOTE $40,000,000 September 20, 1995 FOR VALUE RECEIVED, the undersigned, Weingarten Realty Investors, a Texas real estate investment trust, hereby promises to pay to the order of FIRST INTERSTATE BANK OF TEXAS, N.A. (the "Bank") the principal sum of FORTY MILLION AND 00/100 DOLLARS ($40,000,000) or the aggregate principal amount of Advances made pursuant to the Credit Agreement hereinafter mentioned and outstanding as of the maturity hereof, whether by acceleration or otherwise, whichever may be the lesser, on or before the Termination Date, together with interest on any and all amounts remaining unpaid hereon from time to time from the date hereof until maturity, payable as described in the Credit Agreement, and at maturity, in the manner and at the rates per annum as set forth in the Credit Agreement dated as of November 22, 1994, between the undersigned, Texas Commerce Bank National Association, as Agent, and the banks which are party thereto (including the Bank), as such agreement has been heretofore amended, as amended by that certain Fourth Amendment to Credit Agreement, dated as of even date herewith between the undersigned, the Agent, and the banks which are party thereto, and as hereafter amended or otherwise modified from time to time (the "Credit Agreement"). Capitalized terms used but not otherwise defined herein shall have the same respective meanings ascribed to them as in the Credit Agreement.

EXHIBIT 10.34 WEINGARTEN REALTY INVESTORS REVOLVING CREDIT NOTE $40,000,000 September 20, 1995 FOR VALUE RECEIVED, the undersigned, Weingarten Realty Investors, a Texas real estate investment trust, hereby promises to pay to the order of FIRST INTERSTATE BANK OF TEXAS, N.A. (the "Bank") the principal sum of FORTY MILLION AND 00/100 DOLLARS ($40,000,000) or the aggregate principal amount of Advances made pursuant to the Credit Agreement hereinafter mentioned and outstanding as of the maturity hereof, whether by acceleration or otherwise, whichever may be the lesser, on or before the Termination Date, together with interest on any and all amounts remaining unpaid hereon from time to time from the date hereof until maturity, payable as described in the Credit Agreement, and at maturity, in the manner and at the rates per annum as set forth in the Credit Agreement dated as of November 22, 1994, between the undersigned, Texas Commerce Bank National Association, as Agent, and the banks which are party thereto (including the Bank), as such agreement has been heretofore amended, as amended by that certain Fourth Amendment to Credit Agreement, dated as of even date herewith between the undersigned, the Agent, and the banks which are party thereto, and as hereafter amended or otherwise modified from time to time (the "Credit Agreement"). Capitalized terms used but not otherwise defined herein shall have the same respective meanings ascribed to them as in the Credit Agreement. If any payment of principal or interest on this Note shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding business day, and such extension of time shall in such case be considered in computing interest in connection with such payment. Payments of both principal and interest are to be made in immediately available funds at the office of the Agent, 712 Main Street, Houston, Texas, or such other place as the holder shall designate in writing to the maker. If default is made in the payment of this Note and it is placed in the hands of an attorney for collection, or collected through bankruptcy proceedings, or if suit is brought on this Note, the maker agrees to pay reasonable attorneys' fees in addition to all other amounts owing hereunder. This Note is the Note provided for in, and is entitled to the benefits of, the Credit Agreement, which, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain stated events, for prepayments of principal hereof prior to the maturity hereof upon terms and conditions therein specified, and to the effect that no provision of the Credit 1

Agreement or this Note shall require the payment or permit the collection of interest in excess of the Highest Lawful Rate. It is contemplated that by reason of prepayments hereon there may be times when no indebtedness is owing hereunder; but notwithstanding such occurrences this Note shall remain valid and shall be in full force and effect as to Advances made pursuant to the Credit Agreement subsequent to each such occurrence. Except as expressly provided in the Credit Agreement, the maker and any and all endorsers, guarantors and sureties severally waive grace, notice of intent to accelerate, notice of acceleration, demand, presentment for payment, notice of dishonor or default, protest and notice of protest and diligence in collecting and bringing of suit against any party hereto, and agree to all renewals, extensions or partial payments hereon and to any release or substitution of security herefor, in whole or in part, with or without notice, before or after maturity. With respect to the incurrence of certain liabilities hereunder and the making of certain agreements by the Borrower as herein stated, such incurrence of liabilities and such agreements shall be binding upon the Borrower only as a trust formed under the Texas Real Estate Investment Trust Act pursuant to that certain Restated Declaration of Trust dated March 23, 1988 (as it is amended from time to time), and only upon the assets of such Borrower. No Trust Manager or officer or other holder of any beneficial interest in the Borrower shall have any

Agreement or this Note shall require the payment or permit the collection of interest in excess of the Highest Lawful Rate. It is contemplated that by reason of prepayments hereon there may be times when no indebtedness is owing hereunder; but notwithstanding such occurrences this Note shall remain valid and shall be in full force and effect as to Advances made pursuant to the Credit Agreement subsequent to each such occurrence. Except as expressly provided in the Credit Agreement, the maker and any and all endorsers, guarantors and sureties severally waive grace, notice of intent to accelerate, notice of acceleration, demand, presentment for payment, notice of dishonor or default, protest and notice of protest and diligence in collecting and bringing of suit against any party hereto, and agree to all renewals, extensions or partial payments hereon and to any release or substitution of security herefor, in whole or in part, with or without notice, before or after maturity. With respect to the incurrence of certain liabilities hereunder and the making of certain agreements by the Borrower as herein stated, such incurrence of liabilities and such agreements shall be binding upon the Borrower only as a trust formed under the Texas Real Estate Investment Trust Act pursuant to that certain Restated Declaration of Trust dated March 23, 1988 (as it is amended from time to time), and only upon the assets of such Borrower. No Trust Manager or officer or other holder of any beneficial interest in the Borrower shall have any personal liability for the payment of any indebtedness or other liabilities incurred by the Borrower hereunder or for the performance of any agreements made by the Borrower hereunder, nor for any other act, omission or obligation incurred by the Borrower or by the Trust Managers except, in the case of a Trust Manager, any liability arising from his own wilful misfeasance or malfeasance or gross negligence. WEINGARTEN REALTY INVESTORS By: [SIGNATURE APPEARS HERE] Name: Joseph William Robertson, Jr. Title: Executive Vice President 2 Page 2 of Revolving Credit Note dated September 20, 1995, in the original principal sum of $40,000,000, payable to the order of First Interstate Bank of Texas, N.A.

EXHIBIT 10.35 WEINGARTEN REALTY INVESTORS REVOLVING CREDIT NOTE $22,000,000 September 20, 1995 FOR VALUE RECEIVED, the undersigned, Weingarten Realty Investors, a Texas real estate investment trust, hereby promises to pay to the order of SIGNET BANK/VIRGINIA (the "Bank") the principal sum of TWENTY-TWO MILLION AND 00/100 DOLLARS ($22,000,000) or the aggregate principal amount of Advances made pursuant to the Credit Agreement hereinafter mentioned and outstanding as of the maturity hereof, whether by acceleration or otherwise, whichever may be the lesser, on or before the Termination Date, together with interest on any and all amounts remaining unpaid hereon from time to time from the date hereof until maturity, payable as described in the Credit Agreement, and at maturity, in the manner and at the rates per annum as set forth in the Credit Agreement dated as of November 22, 1994, between the undersigned, Texas Commerce Bank National Association, as Agent, and the other banks which are party thereto, as such agreement has been heretofore amended, as amended by that certain Fourth Amendment to Credit Agreement, dated as of even date herewith between the undersigned, the Agent and the banks which are party thereto, and as hereafter amended or otherwise modified from time to time (the "Credit Agreement"). Capitalized terms used but not otherwise defined herein shall have the same respective meanings ascribed to them as in the Credit Agreement.

EXHIBIT 10.35 WEINGARTEN REALTY INVESTORS REVOLVING CREDIT NOTE $22,000,000 September 20, 1995 FOR VALUE RECEIVED, the undersigned, Weingarten Realty Investors, a Texas real estate investment trust, hereby promises to pay to the order of SIGNET BANK/VIRGINIA (the "Bank") the principal sum of TWENTY-TWO MILLION AND 00/100 DOLLARS ($22,000,000) or the aggregate principal amount of Advances made pursuant to the Credit Agreement hereinafter mentioned and outstanding as of the maturity hereof, whether by acceleration or otherwise, whichever may be the lesser, on or before the Termination Date, together with interest on any and all amounts remaining unpaid hereon from time to time from the date hereof until maturity, payable as described in the Credit Agreement, and at maturity, in the manner and at the rates per annum as set forth in the Credit Agreement dated as of November 22, 1994, between the undersigned, Texas Commerce Bank National Association, as Agent, and the other banks which are party thereto, as such agreement has been heretofore amended, as amended by that certain Fourth Amendment to Credit Agreement, dated as of even date herewith between the undersigned, the Agent and the banks which are party thereto, and as hereafter amended or otherwise modified from time to time (the "Credit Agreement"). Capitalized terms used but not otherwise defined herein shall have the same respective meanings ascribed to them as in the Credit Agreement. If any payment of principal or interest on this Note shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding business day, and such extension of time shall in such case be considered in computing interest in connection with such payment. Payments of both principal and interest are to be made in immediately available funds at the office of the Agent, 712 Main Street, Houston, Texas, or such other place as the holder shall designate in writing to the maker. If default is made in the payment of this Note and it is placed in the hands of an attorney for collection, or collected through bankruptcy proceedings, or if suit is brought on this Note, the maker agrees to pay reasonable attorneys' fees in addition to all other amounts owing hereunder. This Note is the Note provided for in, and is entitled to the benefits of, the Credit Agreement, which, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain stated events, for prepayments of principal hereof prior to the maturity hereof upon terms and conditions therein specified, and to the effect that no provision of the Credit 1

Agreement or this Note shall require the payment or permit the collection of interest in excess of the Highest Lawful Rate. It is contemplated that by reason of prepayments hereon there may be times when no indebtedness is owing hereunder; but notwithstanding such occurrences this Note shall remain valid and shall be in full force and effect as to Advances made pursuant to the Credit Agreement subsequent to each such occurrence. Except as expressly provided in the Credit Agreement, the maker and any and all endorsers, guarantors and sureties severally waive grace, notice of intent to accelerate, notice of acceleration, demand, presentment for payment, notice of dishonor or default, protest and notice of protest and diligence in collecting and bringing of suit against any party hereto, and agree to all renewals, extensions or partial payments hereon and to any release or substitution of security herefor, in whole or in part, with or without notice, before or after maturity. With respect to the incurrence of certain liabilities hereunder and the making of certain agreements by the Borrower as herein stated, such incurrence of liabilities and such agreements shall be binding upon the Borrower only as a trust formed under the Texas Real Estate Investment Trust Act pursuant to that certain Restated Declaration of Trust dated March 23, 1988 (as it is amended from time to time), and only upon the assets of such Borrower. No Trust Manager or officer or other holder of any beneficial interest in the Borrower shall have any

Agreement or this Note shall require the payment or permit the collection of interest in excess of the Highest Lawful Rate. It is contemplated that by reason of prepayments hereon there may be times when no indebtedness is owing hereunder; but notwithstanding such occurrences this Note shall remain valid and shall be in full force and effect as to Advances made pursuant to the Credit Agreement subsequent to each such occurrence. Except as expressly provided in the Credit Agreement, the maker and any and all endorsers, guarantors and sureties severally waive grace, notice of intent to accelerate, notice of acceleration, demand, presentment for payment, notice of dishonor or default, protest and notice of protest and diligence in collecting and bringing of suit against any party hereto, and agree to all renewals, extensions or partial payments hereon and to any release or substitution of security herefor, in whole or in part, with or without notice, before or after maturity. With respect to the incurrence of certain liabilities hereunder and the making of certain agreements by the Borrower as herein stated, such incurrence of liabilities and such agreements shall be binding upon the Borrower only as a trust formed under the Texas Real Estate Investment Trust Act pursuant to that certain Restated Declaration of Trust dated March 23, 1988 (as it is amended from time to time), and only upon the assets of such Borrower. No Trust Manager or officer or other holder of any beneficial interest in the Borrower shall have any personal liability for the payment of any indebtedness or other liabilities incurred by the Borrower hereunder or for the performance of any agreements made by the Borrower hereunder, nor for any other act, omission or obligation incurred by the Borrower or by the Trust Managers except, in the case of a Trust Manager, any liability arising from his own wilful misfeasance or malfeasance or gross negligence. WEINGARTEN REALTY INVESTORS
By: /s/ Joseph William Robertson, Jr. -----------------------------------Name: Joseph William Robertson, Jr. Title: Executive Vice President

2 Page 2 of Revolving Credit Note dated September 20, 1995, in the original principal sum of $22,000,000, payable to the order of Signet Bank/Virginia

EXHIBIT 10.36 WEINGARTEN REALTY INVESTORS Revolving Credit Note $20,000,000 September 20, 1995 FOR VALUE RECEIVED, the undersigned, Weingarten Realty Investors, a Texas real estate investment trust, hereby promises to pay to the order of COMMERZBANK, A.G. (the "Bank") the principal sum of TWENTY MILLION AND 00/100 DOLLARS ($20,000,000) or the aggregate principal amount of Advances made pursuant to the Credit Agreement hereinafter mentioned and outstanding as of the maturity hereof, whether by acceleration or otherwise, whichever may be the lesser, on or before the Termination Date, together with interest on any and all amounts remaining unpaid hereon from time to time from the date hereof until maturity, payable as described in the Credit Agreement, and at maturity, in the manner and at the rates per annum as set forth in the Credit Agreement dated as of November 22, 1994, between the undersigned, Texas Commerce Bank National Association, as Agent, and the other banks which are party thereto, as such agreement has been heretofore amended, as amended by that certain Fourth Amendment to Credit Agreement, dated as of even date herewith between the undersigned, the Agent and the banks which are party thereto, and as hereafter amended or otherwise modified from time to time (the "Credit Agreement"). Capitalized terms used but not otherwise defined herein shall have the same respective meanings ascribed to them as in the Credit Agreement.

EXHIBIT 10.36 WEINGARTEN REALTY INVESTORS Revolving Credit Note $20,000,000 September 20, 1995 FOR VALUE RECEIVED, the undersigned, Weingarten Realty Investors, a Texas real estate investment trust, hereby promises to pay to the order of COMMERZBANK, A.G. (the "Bank") the principal sum of TWENTY MILLION AND 00/100 DOLLARS ($20,000,000) or the aggregate principal amount of Advances made pursuant to the Credit Agreement hereinafter mentioned and outstanding as of the maturity hereof, whether by acceleration or otherwise, whichever may be the lesser, on or before the Termination Date, together with interest on any and all amounts remaining unpaid hereon from time to time from the date hereof until maturity, payable as described in the Credit Agreement, and at maturity, in the manner and at the rates per annum as set forth in the Credit Agreement dated as of November 22, 1994, between the undersigned, Texas Commerce Bank National Association, as Agent, and the other banks which are party thereto, as such agreement has been heretofore amended, as amended by that certain Fourth Amendment to Credit Agreement, dated as of even date herewith between the undersigned, the Agent and the banks which are party thereto, and as hereafter amended or otherwise modified from time to time (the "Credit Agreement"). Capitalized terms used but not otherwise defined herein shall have the same respective meanings ascribed to them as in the Credit Agreement. If any payment of principal or interest on this Note shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding business day, and such extension of time shall in such case be considered in computing interest in connection with such payment. Payments of both principal and interest are to be made in immediately available funds at the office of the Agent, 712 Main Street, Houston, Texas, or such other place as the holder shall designate in writing to the maker. If default is made in the payment of this Note and it is placed in the hands of an attorney for collection, or collected through bankruptcy proceedings, or if suit is brought on this Note, the maker agrees to pay reasonable attorneys' fees in addition to all other amounts owing hereunder. This Note is the Note provided for in, and is entitled to the benefits of, the Credit Agreement, which, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain stated events, for prepayments of principal hereof prior to the maturity hereof upon terms and conditions therein specified, and to the effect that no provision of the Credit 1

Agreement or this Note shall require the payment or permit the collection of interest in excess of the Highest Lawful Rate. It is contemplated that by reason of prepayments hereon there may be times when no indebtedness is owing hereunder; but notwithstanding such occurrences this Note shall remain valid and shall be in full force and effect as to Advances made pursuant to the Credit Agreement subsequent to each such occurrence. Except as expressly provided in the Credit Agreement, the maker and any and all endorsers, guarantors and sureties severally waive grace, notice of intent to accelerate, notice of acceleration, demand, presentment for payment, notice of dishonor or default, protest and notice of protest and diligence in collecting and bringing of suit against any party hereto, and agree to all renewals, extensions or partial payments hereon and to any release or substitution of security herefor, in whole or in part, with or without notice, before or after maturity. With respect to the incurrence of certain liabilities hereunder and the making of certain agreements by the Borrower as herein stated, such incurrence of liabilities and such agreements shall be binding upon the Borrower only as a trust formed under the Texas Real Estate Investment Trust Act pursuant to that certain Restated Declaration of Trust dated March 23, 1998 (as it is amended from time to time), and only upon the assets of such Borrower. No Trust Manager or officer or other holder of any beneficial interest in the Borrower shall have any personal liability for the payment of any indebtedness or other liabilities incurred by the Borrower hereunder or

Agreement or this Note shall require the payment or permit the collection of interest in excess of the Highest Lawful Rate. It is contemplated that by reason of prepayments hereon there may be times when no indebtedness is owing hereunder; but notwithstanding such occurrences this Note shall remain valid and shall be in full force and effect as to Advances made pursuant to the Credit Agreement subsequent to each such occurrence. Except as expressly provided in the Credit Agreement, the maker and any and all endorsers, guarantors and sureties severally waive grace, notice of intent to accelerate, notice of acceleration, demand, presentment for payment, notice of dishonor or default, protest and notice of protest and diligence in collecting and bringing of suit against any party hereto, and agree to all renewals, extensions or partial payments hereon and to any release or substitution of security herefor, in whole or in part, with or without notice, before or after maturity. With respect to the incurrence of certain liabilities hereunder and the making of certain agreements by the Borrower as herein stated, such incurrence of liabilities and such agreements shall be binding upon the Borrower only as a trust formed under the Texas Real Estate Investment Trust Act pursuant to that certain Restated Declaration of Trust dated March 23, 1998 (as it is amended from time to time), and only upon the assets of such Borrower. No Trust Manager or officer or other holder of any beneficial interest in the Borrower shall have any personal liability for the payment of any indebtedness or other liabilities incurred by the Borrower hereunder or for the performance of any agreements made by the Borrower hereunder, nor for any other act, omission or obligation incurred by the Borrower or by the Trust Managers except, in the case of a Trust Manager, any liability arising from his own wilful misfeasance or malfeasance or gross negligence. WEINGARTEN REALTY INVESTORS
By: /s/ Joseph William Robertson, Jr. -----------------------------------Name: Joseph William Robertson, Jr. Title: Executive Vice President

2 Page 2 of Revolving Credit Note dated September 20, 1995, in the original principal sum of $20,000,000 payable to the order of Commerzbank, A.G.

EXHIBIT 11.1 WEINGARTEN REALTY INVESTORS COMPUTATION OF NET INCOME PER COMMON AND COMMON EQUIVALENT SHARE (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
1995 ---------SIMPLE EARNINGS PER SHARE: WEIGHTED AVERAGE COMMON SHARES OUTSTANDING...................... 26,464 ========== SIMPLE EARNINGS PER SHARE.......... $ 1.69 ========== 1994 -------26,190 ======== $ 1.67 ======== 1993 -------24,211 ======== $ 1.50 ========

PRIMARY EARNINGS PER SHARE (NOTE A): WEIGHTED AVERAGE COMMON SHARES OUTSTANDING...................... SHARES ISSUABLE FROM ASSUMED CONVERSION OF COMMON SHARE OPTIONS GRANTED AND OUTSTANDING......................

26,464

26,190

24,211

29 ----------

55 --------

77 --------

EXHIBIT 11.1 WEINGARTEN REALTY INVESTORS COMPUTATION OF NET INCOME PER COMMON AND COMMON EQUIVALENT SHARE (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
1995 ---------SIMPLE EARNINGS PER SHARE: WEIGHTED AVERAGE COMMON SHARES OUTSTANDING...................... 26,464 ========== SIMPLE EARNINGS PER SHARE.......... $ 1.69 ========== 1994 -------26,190 ======== $ 1.67 ======== 1993 -------24,211 ======== $ 1.50 ========

PRIMARY EARNINGS PER SHARE (NOTE A): WEIGHTED AVERAGE COMMON SHARES OUTSTANDING...................... SHARES ISSUABLE FROM ASSUMED CONVERSION OF COMMON SHARE OPTIONS GRANTED AND OUTSTANDING...................... WEIGHTED AVERAGE COMMON SHARES OUTSTANDING, AS ADJUSTED.........

26,464

26,190

24,211

29 ----------

55 -------26,245 ======== $ 1.67 ========

77 -------24,288 ======== $ 1.49 ========

26,493 ========== $ 1.69 ==========

PRIMARY EARNINGS PER SHARE......

FULLY DILUTED EARNINGS PER SHARE: (NOTE A - 1995 & 1994) (NOTE B - 1993): WEIGHTED AVERAGE COMMON SHARES OUTSTANDING...................... 26,464 SHARES ISSUABLE FROM ASSUMED CONVERSION OF: COMMON SHARES OPTIONS GRANTED AND OUTSTANDING................... 52 CONVERTIBLE DEBENTURES......... ---------WEIGHTED AVERAGE COMMON SHARES OUTSTANDING, AS ADJUSTED......... 26,516 ========== FULLY DILUTED EARNINGS PER SHARE.........................

26,190

24,211

55 -------26,245 ========

77 1,153 -------25,441 ========

$ 1.69 ==========

$ 1.67 ========

$ 1.55 ========

EARNINGS FOR SIMPLE, PRIMARY AND FULLY DILUTED COMPUTATION: EARNINGS (SIMPLE AND PRIMARY EARNINGS PER SHARE COMPUTATION)............ INTEREST ON CONVERTIBLE DEBENTURES.

$44,802

$43,788

$36,249 3,120 -------$39,369 ========

---------EARNINGS (FULLY DILUTED EARNINGS PER SHARE COMPUTATION)................ $44,802 ==========

-------$43,788 ========

NOTE A--THIS CALCULATION IS SUBMITTED IN ACCORDANCE WITH REGULATION S-K ITEM 601 (B)(11) ALTHOUGH NOT REQUIRED BY FOOTNOTE 2 TO PARAGRAPH 14 OF APB OPINION NO. 15 BECAUSE IT RESULTS IN DILUTION OF LESS THAN 3%. NOTE B--THIS CALCULATION IS SUBMITTED IN ACCORDANCE WITH REGULATION S-K

ITEM 601 (B)(11) ALTHOUGH IT IS CONTRARY TO PARAGRAPH 40 OF APB OPINION NO. 15 BECAUSE IT PRODUCES AN ANTI-DILUTIVE RESULT.

EXHIBIT 12.1 WEINGARTEN REALTY INVESTORS COMPUTATION OF FIXED CHARGES RATIOS THE FOLLOWING TABLE SETS FORTH THE COMPANY'S CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES AND OF FUNDS FROM OPERATIONS BEFORE INTEREST EXPENSE TO FIXED CHARGES FOR THE PERIODS SHOWN:
YEARS ENDED DECEMBER 31, -----------------------------------1995 1994 1993 1992 1991 ------- ------ ----- ----- ----RATIO OF EARNINGS TO FIXED CHARGES........................ RATIO OF FUNDS FROM OPERATIONS BEFORE INTEREST EXPENSE TO FIXED CHARGES........................ 3.05X 4.16X 3.94X 1.89X 1.72X

4.48X

6.10X

5.83X

2.82X

2.52X

The ratios of earnings to fixed charges were computed by dividing earnings by fixed charges. The ratios of funds from operations before interest expense to fixed charges were computed by dividing funds from operations before interest expense by fixed charges. For these purposes, earnings is defined as income before extraordinary charge plus fixed charges (excluding interest costs capitalized). Funds from operations before interest expense is defined as net income plus depreciation and amortization of real estate assets and extraordinary charge, less gains (loss) on sales of property and securities plus interest on indebtedness. Fixed charges consist of interest on indebtedness (including interest costs capitalized), amortization of debt costs and the portion of rent expense representing an interest factor.

EXHIBIT 21.1 WEINGARTEN REALTY INVESTORS LIST OF SUBSIDIARIES OF THE REGISTRANT
SUBSIDIARY ---------WEINGARTEN REALTY MANAGEMENT COMPANY... WEINGARTEN/NOSTAT, INC................. WEINGARTEN/LUFKIN, INC................. WRI/POST OAK, INC...................... WEINGARTEN PROPERTIES TRUST............ MAIN/O.S.T., LTD....................... PHELAN BOULEVARD VENTURE............... NORTHWEST HOLLISTER VENTURE............ WRI/INTERPAK VENTURE................... EAST TOWN LAKE CHARLES CO.............. ALABAMA-SHEPHERD SHOPPING CENTER....... SHELDON CENTER, LTD.................... JACINTO CITY, LTD...................... WEINGARTEN/FINGER VENTURE.............. ROSENBERG, LTD......................... EASTEX VENTURE......................... STATE OF INCORPORATION ---------------------TEXAS TEXAS TEXAS TEXAS N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A

EXHIBIT 12.1 WEINGARTEN REALTY INVESTORS COMPUTATION OF FIXED CHARGES RATIOS THE FOLLOWING TABLE SETS FORTH THE COMPANY'S CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES AND OF FUNDS FROM OPERATIONS BEFORE INTEREST EXPENSE TO FIXED CHARGES FOR THE PERIODS SHOWN:
YEARS ENDED DECEMBER 31, -----------------------------------1995 1994 1993 1992 1991 ------- ------ ----- ----- ----RATIO OF EARNINGS TO FIXED CHARGES........................ RATIO OF FUNDS FROM OPERATIONS BEFORE INTEREST EXPENSE TO FIXED CHARGES........................ 3.05X 4.16X 3.94X 1.89X 1.72X

4.48X

6.10X

5.83X

2.82X

2.52X

The ratios of earnings to fixed charges were computed by dividing earnings by fixed charges. The ratios of funds from operations before interest expense to fixed charges were computed by dividing funds from operations before interest expense by fixed charges. For these purposes, earnings is defined as income before extraordinary charge plus fixed charges (excluding interest costs capitalized). Funds from operations before interest expense is defined as net income plus depreciation and amortization of real estate assets and extraordinary charge, less gains (loss) on sales of property and securities plus interest on indebtedness. Fixed charges consist of interest on indebtedness (including interest costs capitalized), amortization of debt costs and the portion of rent expense representing an interest factor.

EXHIBIT 21.1 WEINGARTEN REALTY INVESTORS LIST OF SUBSIDIARIES OF THE REGISTRANT
SUBSIDIARY ---------WEINGARTEN REALTY MANAGEMENT COMPANY... WEINGARTEN/NOSTAT, INC................. WEINGARTEN/LUFKIN, INC................. WRI/POST OAK, INC...................... WEINGARTEN PROPERTIES TRUST............ MAIN/O.S.T., LTD....................... PHELAN BOULEVARD VENTURE............... NORTHWEST HOLLISTER VENTURE............ WRI/INTERPAK VENTURE................... EAST TOWN LAKE CHARLES CO.............. ALABAMA-SHEPHERD SHOPPING CENTER....... SHELDON CENTER, LTD.................... JACINTO CITY, LTD...................... WEINGARTEN/FINGER VENTURE.............. ROSENBERG, LTD......................... EASTEX VENTURE......................... GJR/WEINGARTEN RIVER POINTE VENTURE.... GJR/WEINGARTEN LITTLE YORK VENTURE..... WRI/PALANS JOINT VENTURE............... SOUTH LOOP LONG WAYSIDE COMPANY........ LISBON ST. SHOPPING TRUST.............. WRI/CROSBY............................. WRI/DICKINSON.......................... STATE OF INCORPORATION ---------------------TEXAS TEXAS TEXAS TEXAS N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A

EXHIBIT 21.1 WEINGARTEN REALTY INVESTORS LIST OF SUBSIDIARIES OF THE REGISTRANT
SUBSIDIARY ---------WEINGARTEN REALTY MANAGEMENT COMPANY... WEINGARTEN/NOSTAT, INC................. WEINGARTEN/LUFKIN, INC................. WRI/POST OAK, INC...................... WEINGARTEN PROPERTIES TRUST............ MAIN/O.S.T., LTD....................... PHELAN BOULEVARD VENTURE............... NORTHWEST HOLLISTER VENTURE............ WRI/INTERPAK VENTURE................... EAST TOWN LAKE CHARLES CO.............. ALABAMA-SHEPHERD SHOPPING CENTER....... SHELDON CENTER, LTD.................... JACINTO CITY, LTD...................... WEINGARTEN/FINGER VENTURE.............. ROSENBERG, LTD......................... EASTEX VENTURE......................... GJR/WEINGARTEN RIVER POINTE VENTURE.... GJR/WEINGARTEN LITTLE YORK VENTURE..... WRI/PALANS JOINT VENTURE............... SOUTH LOOP LONG WAYSIDE COMPANY........ LISBON ST. SHOPPING TRUST.............. WRI/CROSBY............................. WRI/DICKINSON.......................... STATE OF INCORPORATION ---------------------TEXAS TEXAS TEXAS TEXAS N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A

EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS Weingarten Realty Investors: We consent to the incorporation by reference in Registration Statements No. 33-20964, No. 33-24364, No. 33-41604, No. 33-52473, No. 33-54402 and No. 33- 54404 on Form S-8, in Post-Effective Amendment No. 1 to Registration Statement No. 33-25581 on Form S-8 and in Registration Statements No. 33-57659 and No. 33- 54529 on Form S-3 of our report dated February 22, 1996 appearing in this Annual Report on Form 10-K of Weingarten Realty Investors for the year ended December 31, 1995. DELOITTE & TOUCHE LLP Houston, Texas March 26,1996

ARTICLE 5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM WEINGARTEN REALTY INVESTORS' ANNUAL REPORT FOR THE PERIOD ENDED DECEMBER 31, 1995. MULTIPLIER: 1,000

PERIOD TYPE FISCAL YEAR END

12 MOS DEC 31 1995

EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS Weingarten Realty Investors: We consent to the incorporation by reference in Registration Statements No. 33-20964, No. 33-24364, No. 33-41604, No. 33-52473, No. 33-54402 and No. 33- 54404 on Form S-8, in Post-Effective Amendment No. 1 to Registration Statement No. 33-25581 on Form S-8 and in Registration Statements No. 33-57659 and No. 33- 54529 on Form S-3 of our report dated February 22, 1996 appearing in this Annual Report on Form 10-K of Weingarten Realty Investors for the year ended December 31, 1995. DELOITTE & TOUCHE LLP Houston, Texas March 26,1996

ARTICLE 5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM WEINGARTEN REALTY INVESTORS' ANNUAL REPORT FOR THE PERIOD ENDED DECEMBER 31, 1995. MULTIPLIER: 1,000

PERIOD TYPE FISCAL YEAR END PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS PRIMARY EPS DILUTED

12 MOS DEC 31 1995 DEC 31 1995 3,355 16,262 14,793 1,436 0 0 849,894 (216,657) 734,824 0 0 796 0 0 410,803 734,824 0 134,197 0 37,666 30,060 0 16,707 44,802 0 44,802 0 0 0 44,802 1.69 0

ARTICLE 5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM WEINGARTEN REALTY INVESTORS' ANNUAL REPORT FOR THE PERIOD ENDED DECEMBER 31, 1995. MULTIPLIER: 1,000

PERIOD TYPE FISCAL YEAR END PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS PRIMARY EPS DILUTED

12 MOS DEC 31 1995 DEC 31 1995 3,355 16,262 14,793 1,436 0 0 849,894 (216,657) 734,824 0 0 796 0 0 410,803 734,824 0 134,197 0 37,666 30,060 0 16,707 44,802 0 44,802 0 0 0 44,802 1.69 0