Exhibit 4.1



                            FORM OF DEPOSIT AGREEMENT

     THIS DEPOSIT AGREEMENT, dated as of April ___, 2003, is entered into by and
among WEINGARTEN REALTY INVESTORS, a Texas real estate investment trust (the
"Company"), Mellon Investor Services LLC ("MIS"), as Depositary, and all holders
from time to time of Receipts (as hereinafter defined) issued hereunder.

                                   WITNESSETH:

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

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

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

                                    ARTICLE I
                                   DEFINITIONS

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

     SECTION 1.01.  "Amendment to theDeclaration" shall mean the Statement of
                     ---------------------------
Designation to the Declaration of Trust of the Company, as amended from time to
time, establishing the 6.75% Series D Cumulative Redeemable Preferred Shares of
the Company.

     SECTION 1.02. "Declaration of Trust" shall mean the Restated Declaration of
                    --------------------
Trust, as amended from time to time, of the Company.

     SECTION 1.03.  "Common Shares" shall mean the Company's Common Shares,
                     -------------
 $0.03 par value per share.

     SECTION 1.04.  "Company" shall mean Weingarten Realty Investors, a Texas
                     -------
real estate investment trust, and its successors.


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     SECTION 1.05.  "Office" shall mean the office of the Depositary at which at
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any particular time its business in respect of matters governed by this Deposit
Agreement shall be administered, which at the date of this Deposit Agreement is
located at 65 Challenger Road, Ridgefield Park, NJ 07660.

     SECTION 1.06.  "Deposit Agreement" shall mean this agreement, as the same
                     -----------------
may be amended, modified or supplemented from time to time.

     SECTION 1.07.  "Depositary" shall mean Mellon Investor Services LLC
                     ----------
("MIS")having its principal office in the United States.

     SECTION 1.08.  "Depositary Share" shall mean a fractional interest of 1/30
                     ----------------
of a Preferred Share deposited with the Depositary hereunder and the same
proportionate interest in any and all other property received by the Depositary
in respect of such Preferred Share and held under this Deposit Agreement, all as
evidenced by the Receipts issued hereunder.  Subject to the terms of this
Deposit Agreement, each owner of a Depositary Share is entitled,
proportionately, to all the rights, preferences and privileges of the Preferred
Share represented by such Depositary Share, including the dividend, voting,
redemption, conversion and liquidation rights contained in the Statement of
Designation to the Declaration of Trust.

     SECTION 1.09.  "Depositary's Agent" shall mean an agent appointed by the
                     ------------------
Depositary as provided, and for the purposes specified, in Section 7.05.

     SECTION 1.10.  "Preferred Shares" shall mean the Company's 6.75% Series D
                     ----------------
Cumulative Redeemable Preferred Shares, $0.03 par value per share, heretofore
validly issued, fully paid and nonassessable.

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

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

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

     SECTION 1.14.  "Registrar" shall mean MIS.
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     SECTION 1.15.  "Securities Act" shall mean the Securities Act of 1933, as
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amended.

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

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

     SECTION 2.01.  Form and Transferability of Receipts.
                    ------------------------------------

     (a)Definitive Receipts shall be engraved or printed or lithographed with
steel-engraved borders and underlying tint and shall be substantially in the
form set forth in Exhibit A annexed to this Deposit Agreement, with appropriate
insertions, modifications and omissions, as hereinafter provided. Pending the
preparation of definitive


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Receipts, the Depositary, upon the written order of the Company, delivered in
compliance with Section 2.02, shall execute and deliver temporary Receipts which
may be printed, lithographed, typewritten, mimeographed or otherwise
substantially of the tenor of the definitive Receipts in lieu of which they are
issued and with such appropriate insertions, omissions, substitutions and other
variations as the persons executing such Receipts may determine, as evidenced by
their execution of such Receipts.  If temporary Receipts are issued, the Company
will cause definitive Receipts to be prepared without unreasonable delay.  After
the preparation of definitive Receipts, the temporary Receipts shall be
exchangeable for definitive Receipts upon surrender of the temporary Receipts at
the  Office or such other offices, if any, as the Depositary may designate,
without charge to the holder.  Upon surrender for cancellation of any one or
more temporary Receipts, the Depositary shall execute and deliver in exchange
therefor definitive Receipts representing the same number of Depositary Shares
as represented by the surrendered temporary Receipt or Receipts.  Such exchange
shall be made at the Company's expense and without any charge therefor.  Until
so exchanged, the temporary Receipts shall in all respects be entitled to the
same benefits under this Deposit Agreement, and with respect to the Preferred
Shares deposited, as definitive Receipts.

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

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

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

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


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purpose of determining the person entitled to (i) distribution of dividends or
other distributions, (ii) the exercise of any conversion rights or (iii) any
notice provided for in this Deposit Agreement and for all other purposes.

     SECTION 2.02.  Deposit of Preferred Shares; Execution and Delivery of
                    ------------------------------------------------------
Receipts in Respect Thereof.     (a)     Concurrently with the execution of this
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Deposit Agreement, the Company is delivering to the Depositary a certificate or
certificates, registered in the name of the Depositary and evidencing 100,000
Preferred Shares, properly endorsed or accompanied, if required by the
Depositary, by a duly executed instrument of transfer or endorsement, in form
satisfactory to the Depositary, together with (i) all such certifications as may
be required by the Depositary in accordance with the provisions of this Deposit
Agreement and (ii) a written order of the Company directing the Depositary to
execute and deliver to, or upon the written order of, the person or persons
stated in such order a Receipt or Receipts for the Depositary Shares
representing such deposited Preferred Shares.  The Depositary acknowledges
receipt of the deposited Preferred Shares and related documentation and agrees
to hold such deposited Preferred Shares in an account to be established by the
Depositary at the  Office or at such other  office as the Depositary shall
determine.  The Company hereby appoints the Depositary as the Registrar and
Transfer Agent for the Preferred Shares deposited hereunder, and the Depositary
hereby accepts such appointment and, as such, will reflect changes in the number
of deposited Preferred Shares (including any fractional shares) held by it by
notation, book-entry or other appropriate method.

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

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

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


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

     SECTION 2.03.  Optional Redemption of Preferred Shares For Cash.
                    ------------------------------------------------
Whenever the Company shall elect to redeem deposited Preferred Shares for cash
in accordance with the provisions of the Amendment to the Declaration, it shall
(unless otherwise agreed in writing with the Depositary) give the Depositary not
less than 30 days' prior written notice of the date of such proposed redemption
and of the number of such Preferred Shares held by the Depositary to be redeemed
and the applicable redemption price, determined pursuant to the Amendment to the
Declaration, including the amount, if any, of accrued and unpaid dividends to
the date of such redemption.  The Depositary shall mail, first-class postage
prepaid, notice of the redemption of Preferred Shares and the proposed
simultaneous redemption of the Depositary Shares representing the Preferred
Shares to be redeemed, not less than 30 and not more than 60 days prior to the
date fixed for redemption of such Preferred Shares and Depositary Shares (the
"cash redemption date"), to the holders of record on the record date fixed for
such redemption pursuant to Section 4.04 of the Receipts evidencing the
Depositary Shares to be so redeemed, at the addresses of such holders as the
same appear on the records of the Depositary; but neither failure to mail any
such notice to one or more such holders nor any defect in any such notice shall
affect the sufficiency of the proceedings for redemption as to other holders.
The Company shall provide the Depositary with such notice, and each such notice
shall state:  the cash redemption date; the cash redemption price; the number of
deposited Preferred Shares and Depositary Shares to be redeemed; if fewer than
all the Depositary Shares held by any holder are to be redeemed, the number of
such Depositary Shares held by such holder to be so redeemed; the place or
places where Receipts evidencing Depositary Shares to be redeemed are to be
surrendered for payment of the cash redemption price; and that from and after
the cash redemption date dividends in respect of the Preferred Shares
represented by the Depositary Shares to be redeemed will cease to accrue.  If
fewer than all the outstanding Depositary Shares are to be redeemed the
Depositary Shares to be redeemed shall be selected pro rata (as nearly as may be
practicable without creating fractional Depositary Shares) or by any other
equitable method determined by the Company.  The Company shall also cause notice
of redemption to be published in a newspaper of general circulation in the City
of New York at least once a week for two successive weeks commencing not less
than 30 days nor more than 60 days prior to the cash redemption date.

     (b)     In the event that notice of redemption has been made as described
in Section 2.03(a) and the Company shall then have paid in full to the
Depositary the cash redemption price (determined pursuant to the Amendment to
the Declaration) of the Preferred Shares deposited with the Depositary to be
redeemed (including any accrued and unpaid dividends to the date of redemption),
the Depositary shall redeem the number of Depositary Shares representing such
Preferred Shares so called for redemption by the Company and from and after the
cash redemption date (unless the Company shall have failed to redeem the
Preferred Shares to be redeemed by it as set forth in the Company's notice
provided for in Section 2.03(a)), all dividends in respect of the Preferred
Shares called for redemption shall cease to accrue, the Depositary Shares called
for redemption shall be deemed no longer to be outstanding and all rights of the
holders of Receipts evidencing such Depositary Shares (except the right to
receive the cash redemption price and any money or other property to which


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holders of such Receipts were entitled upon such redemption) shall, to the
extent of such Depositary Shares, cease and terminate.  Upon surrender in
accordance with said notice of the Receipts evidencing such Depositary Shares
(properly endorsed or assigned for transfer, if the Depositary shall so
require), such Depositary Shares shall be redeemed at a cash redemption price of
$25.00 per Depositary Share plus any other money and other property payable in
respect of such Preferred Shares.  The foregoing shall be further subject to the
terms and conditions of the Amendment to the Declaration.

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

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

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

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


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

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

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

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

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


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     SECTION 2.08.  Lost Receipts, etc.  In case any Receipt or Preferred Shares
                    ------------------
shall be mutilated or destroyed or lost or stolen, the Depositary in its
discretion may execute and deliver a Receipt or Preferred Share of like form and
tenor in exchange and substitution for such mutilated Receipt or in lieu of and
in substitution for such destroyed, lost or stolen Receipt or Preferred Share,
provided that the holder thereof provides the Depositary with (i) evidence
 -------
reasonably satisfactory to the Depositary of such destruction, loss or theft of
 ----
such Receipt or Preferred Share of the authenticity thereof and of his ownership
thereof and (ii) reasonable indemnification satisfactory to the Depositary and
the Company.

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

                                   ARTICLE III
           CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE COMPANY

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

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

     SECTION 3.03.  Representations and Warranties as to Preferred Shares.  In
                    -----------------------------------------------------
the case of the initial deposit of the Preferred Shares hereunder, the Company
and, in the case of subsequent deposits thereof, each person so depositing
Preferred Shares under this Deposit Agreement shall be deemed thereby to
represent and warrant that such Preferred Shares and each certificate therefor
are valid and that the person making such deposit is duly authorized to do so.
The Company hereby further represents and warrants that such Preferred Shares,


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when issued, will be validly issued, fully paid and nonassessable. Such
representations and warranties shall survive the deposit of the Preferred Shares
and the issuance of Receipts.

     SECTION 3.04.  Representation and Warranties as to Receipts and Depositary
                    -----------------------------------------------------------
Shares.  The Company hereby represents and warrants that the Receipts, when
------
issued, will evidence legal and valid interests in the Depositary Shares and
each Depositary Share will represent a legal and valid 1/30 fractional interest
in a deposited Preferred Share.  Such representation and warranty shall survive
the deposit of the Preferred Shares and the issuance of Receipts evidencing the
Depositary Shares.

                                   ARTICLE IV
                          THE PREFERRED SHARES; NOTICES

     SECTION 4.01.  Cash Distributions.  Whenever the Depositary shall receive
                    ------------------
any cash dividend or other cash distribution on the deposited Preferred Shares,
including any cash received upon redemption of any Preferred Shares pursuant to
Section 2.03, the Depositary shall, subject to Section 3.02, distribute to
record holders of Receipts on the record date fixed pursuant to Section 4.04
such amounts of such dividend or distribution as are, as nearly as practicable,
in proportion to the respective numbers of Depositary Shares evidenced by the
Receipts held by such holders; provided, however, that in case the Company or
                               --------  -------
the Depositary shall be required to and shall withhold from any cash dividend or
other cash distribution in respect of the Preferred Shares represented by the
Receipts held by any holder an amount on account of taxes, the amount made
available for distribution or distributed in respect of Depositary Shares
represented by such Receipts subject to such withholding shall be reduced
accordingly.  The Depositary shall distribute or make available for
distribution, as the case may be, such amount as can be distributed without
attributing to any holder of Receipts a fraction of one cent, and any balance
not so distributable shall be held by the Depositary (without liability for
interest thereon) and shall be added to and be treated as part of the next sum
received by the Depositary for distribution to record holders of Receipts then
outstanding.

     SECTION 4.02.  Distributions Other Than Cash.  Whenever the Depositary
                    -----------------------------
shall receive any distribution other than cash on the deposited Preferred
Shares, the Depositary shall, subject to Section 3.02, distribute to record
holders of Receipts on the record date fixed pursuant to Section 4.04 such
amounts of the securities or property received by it as are, as nearly as
practicable, in proportion to the respective numbers of Depositary Shares
evidenced by the Receipts held by such holders, in any manner that the
Depositary and the Company may deem equitable and practicable for accomplishing
such distribution. If, in the opinion of the Depositary after consultation with
the Company, such distribution cannot be made proportionately among such record
holders, or if for any other reason (including any requirement that the Company
or the Depositary withhold an amount on account of taxes), the Depositary deems,
after consultation with the Company, such distribution not to be feasible, the
Depositary may, with the approval of the Company, adopt such method as it deems
equitable and practicable for the purpose of effecting such distribution,
including the sale (at public or private sale) of the securities or property
thus received, or any part thereof, at such place or places and upon such terms
as it may deem proper. The net proceeds of any such sale shall, subject to
Section 3.02, be distributed or made available for distribution, as the case may
be, by the Depositary to record holders of Receipts as provided by Section 4.01


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in the case of a distribution received in cash.  The Company shall not make any
distribution of such securities or property to the holders of Receipts unless
the Company shall have provided to the Depositary an opinion of counsel stating
that the distribution of such securities or property has been registered under
the Securities Act or that registration is not required.  The Company shall
advise the Depositary of the nature of any property, and if the Depositary in
its reasonable judgment determines that it may incur liability by reason of
being deemed an owner thereof, the Depositary shall have the right to refuse
such property, but the Depositary shall assist the Company in determining an
appropriate means of distributing such property.

     SECTION 4.03.  Subscription Rights, Preferences or Privileges.  If the
                    ----------------------------------------------
Company shall at any time offer or cause to be offered to the persons in whose
names deposited Preferred Shares are registered on the books of the Company any
rights, preferences or privileges to subscribe for or to purchase any securities
or any rights, preferences or privileges of any other nature, such rights,
preferences or privileges shall in each such instance be made available by the
Depositary to the record holders of Receipts in such manner as the Company shall
instruct (including by the issue to such record holders of warrants representing
such rights, preferences or privileges); provided, however, that (a) if at the
                                         --------  -------
time of issue or offer of any such rights, preferences or privileges the Company
determines upon advice of its legal counsel that it is not lawful or feasible to
make such rights, preferences or privileges available to the holders of Receipts
(by the issue of warrants or otherwise) or (b) if and to the extent instructed
by holders of Receipts who do not desire to exercise such rights, preferences or
privileges, the Depositary shall then, if so instructed by the Company, and if
applicable laws or the terms of such rights, preferences or privileges so
permit, sell such rights, preferences or privileges of such holders at public or
private sale, at such place or places and upon such terms as it may deem proper.
The net proceeds of any such sale shall, subject to Section 3.01 and Section
3.02, be distributed by the Depositary to the record holders of Receipts
entitled thereto as provided by Section 4.01 in the case of a distribution
received in cash.  The Company shall not make any distribution of such rights,
preferences or privileges, unless the Company shall have provided to the
Depositary an opinion of counsel stating that the distribution of such rights,
preferences or privileges has been registered under the Securities Act or that
registration is not required.

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

     (c)     If any other action under the law of any jurisdiction or any
governmental or administrative authorization, consent or permit is required in


                                     PAGE 10
<PAGE>



order for such rights, preferences or privileges to be made available to holders
of Receipts, the Company agrees to use its reasonable best efforts to take such
action or obtain such authorization, consent or permit sufficiently in advance
of the expiration of such rights, preferences or privileges to enable such
holders to exercise such rights, preferences or privileges.

     SECTION 4.04.  Notice of Dividends; Fixing of Record Date for Holders of
                    ---------------------------------------------------------
Receipts.  Whenever any cash dividend or other cash distribution shall become
--------
payable, any distribution other than cash shall be made, or any rights,
preferences or privileges shall at any time be offered, with respect to the
deposited Preferred Shares, or whenever the Depositary shall receive notice of
(i) any meeting at which holders of such Preferred Shares are entitled to vote
or of which holders of such Preferred Shares are entitled to notice or (ii) any
election on the part of the Company to redeem any such Preferred Shares, the
Depositary shall in each such instance fix a record date (which shall be the
same date as the record date fixed by the Company with respect to the Preferred
Shares) for the determination of the holders of Receipts who shall be entitled
to receive such dividend, distribution, rights, preferences or privileges or the
net proceeds of the sale thereof, to give instructions for the exercise of
voting rights at any such meeting or to receive notice of such meeting or the
determination of which Depositary Shares are to be so redeemed.

     SECTION 4.05.  Voting Rights.  Upon receipt of notice of any meeting at
                    -------------
which the holders of deposited Preferred Shares are entitled to vote, the
Depositary shall, as soon as practicable thereafter, mail to the record holders
of Receipts a notice, which shall be provided by the Company and which shall
contain (i) such information as is contained in such notice of meeting, (ii) a
statement that the holders of Receipts at the close of business on a specified
record date fixed pursuant to Section 4.04 will be entitled, subject to any
applicable provision of law, to instruct the Depositary as to the exercise of
the voting rights pertaining to the amount of Preferred Shares represented by
their respective Depositary Shares and (iii) a brief statement as to the manner
in which such instructions may be given. Upon the written request of a holder of
a Receipt on such record date, the Depositary shall vote or cause to be voted
the amount of Preferred Shares represented by the Depositary Shares evidenced by
such Receipt in accordance with the instructions set forth in such request. To
the extent any such instructions request the voting of a fractional interest of
a share of deposited Preferred Shares, the Depositary shall aggregate such
interest with all other fractional interests resulting from requests with the
same voting instructions and shall vote the number of whole votes resulting from
such aggregation in accordance with the instructions received in such requests.
Each Preferred Share is entitled to one vote on all matters as to which the
Preferred Shares vote and, accordingly, each Depositary Share is entitled to
1/10 of a vote on such matters. The Company hereby agrees to take all reasonable
action that may be deemed necessary by the Depositary in order to enable the
Depositary to vote such Preferred Shares or cause such Preferred Shares to be
voted. In the absence of specific instructions from the holder of a Receipt, the
Depositary will abstain from voting to be extent of the Preferred Shares
represented by the Depositary Shares evidenced by such Receipt. The Depositary
shall not be required to exercise discretion in voting any Preferred Shares
represented by the Depositary Shares evidenced by such Receipt.

     SECTION 4.06.  Changes Affecting Preferred Shares and Reclassifications,
                    ---------------------------------------------------------
Recapitalizations, etc.  Upon any change in par or stated value, split-up,
----------------------
combination or any other reclassification of Preferred Shares, or upon any
recapitalization, reorganization, merger or consolidation affecting the Company


                                     PAGE 11
<PAGE>



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

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

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

     SECTION 4.09.  Tax and Regulatory Compliance.  The Depositary shall be
                    -----------------------------
responsible for (i) preparation and mailing of 1099 forms for all open and


                                     PAGE 12
<PAGE>



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

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

                                    ARTICLE V
                         THE DEPOSITARY AND THE COMPANY

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

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

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

     SECTION 5.02.  Prevention or Delay in Performance by the Depositary, the
                    ---------------------------------------------------------
Depositary's Agents, the Registrar or the Company.  Neither the Depositary, any
  -----------------------------------------------


                                     PAGE 13
<PAGE>



Depositary's Agent, any Registrar nor the Company shall incur any liability to
any holder of any Receipt, if by reason of any provision of any present or
future law or regulation thereunder of the United States of America or of any
other governmental authority or, in the case of the Company, the Depositary, the
Depositary's Agent or the Registrar, by reason of any provision, present or
future, of the Declaration of Trust or the Amendment to the Declaration or, in
the case of the Company, the Depositary, the Depositary's Agent or the
Registrar, by reason of any act of God or war or other circumstance beyond the
control of the relevant party, the Depositary, any Depositary's Agent, the
Registrar or the Company shall be prevented or forbidden from doing or
performing any act or thing that the terms of this Deposit Agreement provide
shall be done or performed; nor shall the Depositary, any Depositary's Agent,
any Registrar or the Company incur any liability to any holder of a Receipt by
reason of any nonperformance or delay, caused as aforesaid, in the performance
of any act or thing that the terms of this Deposit Agreement provide shall or
may be done or performed, or by reason of any exercise of, or failure to
exercise, any discretion provided for in this Deposit Agreement.

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

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

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

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


                                     PAGE 14
<PAGE>



(e)     The Depositary shall not be responsible for any failure to carry out any
instruction to vote any of the deposited Preferred Shares or for the manner or
effect of any such vote made, as long as any such action or non-action is in
good faith and does not result from gross negligence or willful misconduct of
the Depositary.  The Depositary undertakes, and any Registrar shall be required
to undertake, to perform such duties and only such duties as are specifically
set forth in this Deposit Agreement, and no implied covenants or obligations
shall be read into this Agreement or imposed upon the Depositary or any
Registrar.

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

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

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

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

     SECTION 5.03a.  Protections.

     Depositary hereunder:

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

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


                                     PAGE 15
<PAGE>



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

     (d)     may rely on and shall be authorized and protected in acting or
failing to act upon any certificate, instrument, opinion, notice, letter,
telegram, telex, facsimile transmission, or other document or security delivered
to Depositary and believed by Depositary to be genuine and to have been signed
by the proper party or parties;

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

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

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

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

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

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


                                     PAGE 16
<PAGE>



hereunder, shall duly assign, transfer and deliver all rights, title and
interest in the deposited Preferred Shares and any moneys or property held
hereunder to such successor and shall deliver to such successor a list of the
record holders of all outstanding Receipts.  Any successor depositary shall
promptly mail notice of its appointment to the record holders of Receipts.

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

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

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

     SECTION 5.07.  Fees, Charges and Expenses.  No charges and expenses of the
                    --------------------------
Depositary or any Depositary's Agent hereunder shall be payable by any person,
except as provided in this Section 5.07.  The Company shall pay all transfer and
other taxes and governmental charges arising solely from the existence of this
Deposit Agreement.  The Company shall also pay all fees and expenses of the
Depositary in connection with the initial deposit of the Preferred Shares and
the initial issuance of the Depositary Shares evidenced by the Receipts, any
redemption of the Preferred Shares at the option of the Company and all
withdrawals of the Preferred Shares by holders of Depositary Shares.  If a
holder of Receipts requests the Depositary to perform duties not required under
this Deposit Agreement, the Depositary shall notify the holder of the cost of
the performance of such duties prior to the performance thereof.  Such holder


                                     PAGE 17
<PAGE>



will be liable for the charges and expenses related to such performance.  All
other fees and expenses of the Depositary and any Depositary's Agent hereunder
and of any Registrar (including, in each case, fees and expenses of counsel)
incident to the performance of their respective obligations hereunder will be
promptly paid as previously agreed between the Depositary and the Company.  The
Depositary shall present its statement for fees and expenses to the Company
every quarter or at such other intervals as the Company and the Depositary may
agree.

                                   ARTICLE VI
                            AMENDMENT AND TERMINATION

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

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


                                     PAGE 18
<PAGE>



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

                                   ARTICLE VII
                                  MISCELLANEOUS

     SECTION 7.01.  Counterparts.  This Deposit Agreement may be executed in any
                    ------------
number of counterparts and by each of the parties hereto on separate
counterparts, each of which counterparts, when so executed and delivered, shall
be deemed an original, but all such counterparts taken together shall constitute
one and the same instrument.  Copies of this Deposit Agreement shall be filed
with the Depositary and the Depositary's Agents and shall be open to inspection
during business hours at the Office and the respective officer of the
Depositary's Agents, if any, by any holder of a Receipt.

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

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

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

     WEINGARTEN REALTY INVESTORS
     2600 Citadel Plaza Drive
     Suite 300
     Houston, Texas 77008
     Attention:  Corporate Secretary
     Telephone Number:  (713) 866-6000

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

     (b)     Any notices to be given to the Depositary hereunder or under the
Receipts shall be in writing and shall be deemed to have been duly given if
personally delivered or sent by mail, or by telegram or telex or telecopier
(once receipt of such notice by mail, telegram or facsimile is confirmed by the
Depositary), addressed to the Depositary at the  Office.

     (c)     Any notices given to any record holder of a Receipt hereunder or
under the Receipts shall be in writing and shall be deemed to have been duly
given if personally delivered or sent by mail, or by telegram or telex or
telecopier confirmed by letter, addressed to such record holder at the address
of such


                                     PAGE 19
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record holder as it appears on the books of the Depositary or, if such holder
shall have filed with the Depositary in a timely manner a written request that
notices intended for such holder be mailed to some other address, at the address
designated in such request.

     (d)     Delivery of a notice to the Company or the Depositary sent by mail,
or by telegram or telex or telecopier shall be deemed to be effected at the time
when verbal or written confirmation is received by the person or entity
delivering such notice. The Depositary or the Company may, however, act upon any
notice sent by mail, telegram, telex or telecopier received by it from the other
or from any holder of a Receipt, notwithstanding that such notice shall not
subsequently be confirmed as aforesaid.

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

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

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

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

     SECTION 7.09.  Headings.  The headings of articles and sections in this
                    --------
Deposit Agreement and in the form of the Receipt set forth in Exhibit A hereto
have been inserted for convenience only and are not to be regarded as a part of
this Deposit Agreement or to have any bearing upon the meaning or interpretation
of any provision contained herein or in the Receipts.


                                     PAGE 20
<PAGE>



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


                                   WEINGARTEN REALTY INVESTORS




                                   By:
                                       --------------------------------
                                          Authorized Officer







                                   MELLON INVESTOR SERVICES LLC




                                   By:
                                       --------------------------------
                                        Authorized Signatory









                                     PAGE 21
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