Exhibit 10.21 to 2Q2005 Form 10-Q Trust Under the Weingarten Realty Investors
      Deferred Compensation Plan


    
      

      

    

    

      Exhibit
        10.21

      


      TRUST
        UNDER THE 

      


      WEINGARTEN
        REALTY INVESTORS

       

      DEFERRED
        COMPENSATION PLAN

       

      


       

      THIS
        AGREEMENT is made this 21 day of October, 2003, by and between
        Weingarten Realty Investors, a real estate investment trust organized under
        the
        laws of the State of Texas and having its principal office and place of business
        in Houston, Texas (the "Company") and Reliance Trust Company, a trust
        organization under the laws of the United States of America and having its
        principal office and place of business in Atlanta, Georgia, as trustee (the
        “Trustee”).

      
      

       

      RECITALS

       

      WHEREAS,
        the Company previously has adopted the Weingarten Realty Investors Deferred
        Compensation Plan which is an  unfunded executive benefit plan
        providing deferred compensation benefits to a select group of its management
        or
        highly compensated employees (collectively, the “Plan”); and

       

      WHEREAS,
        the Plan provides for participation by certain identified employees of the
        Company and contemplates that other employees of the Company may become
        participants in the Plan; and

       

      WHEREAS,
        the Company has incurred and expects to incur liability under the terms of
        the
        Plan with respect to the employees who participate in the Plan (the
“Participants”); and

       

      WHEREAS,
        the Company previously has established a trust (the "Trust") and now wishes
        to
        amend and restate the Trust to hold the Trust assets and to receive subsequent
        contributions by the Company to be held therein, subject to the claims of
        the
        Company's creditors in the event of the Company's insolvency, as herein defined,
        until paid to the Plan participants and their beneficiaries in such manner
        and
        at such times as specified in the Plan or paid to the Company in accordance
        herewith; and

       

      WHEREAS,
        it is the intention of the parties that the Trust shall constitute an unfunded
        arrangement and shall not affect the status of the Plan as an unfunded Plan
        maintained for the purpose of providing deferred compensation for a select
        group
        of management or highly compensated employees according to Title I of the
        Employee Retirement Income Security Act of 1974 as amended; and

       

      WHEREAS,
        it is the intention of the Company to make contributions to the Trust to
        provide
        a source of funds to assist it in the meeting of its liabilities under the
        Plan.

       

      NOW,
        THEREFORE, the parties do hereby amend and restate the Trust and agree that
        the
        Trust shall be comprised, held and disposed of as follows:

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
SECTION
        1.  ESTABLISHMENT
        OF TRUST

       

      (a)  The
        Company hereby deposits with Trustee in trust $100.00, which shall become
        part
        of the principal of the Trust to be held, administered and disposed of by
        the
        Trustee as provided in this Trust Agreement. The predecessor trustee shall
        transfer to the Trustee the amounts currently held in Trust hereunder prior
        to
        the appointment of the Trustee. The Company shall have the right to make
        additional deposits from time to time in its sole discretion.

       

      (b)  The
        Trust
        as amended and restated hereunder shall be irrevocable.

       

      (c)  The
        Trust
        is intended to be a grantor trust, of which the Company is the grantor, within
        the meaning of Subpart E, part I, subchapter J, chapter I, subtitle A of
        the
        Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and
        shall be construed accordingly.

       

      (d)  The
        Participants and their beneficiaries shall have no preferred claim on, or
        any
        beneficial ownership interest in, any assets of the Trust. Any rights created
        under the Plan and this Trust Agreement shall be mere unsecured contractual
        rights of the Participants and their beneficiaries against their Employer.
        Any
        assets held by the Trust will be subject to the claims of the Company's general
        creditors under federal and state law in the event of Insolvency, as defined
        in
        Section 3(a) herein.

       

      (e)  The
        Trustee agrees to accept additional deposits made by the Company pursuant
        to
        Section 1 (a) hereof, and contributions that are paid to it by the Company
        in
        accordance with the terms of this Trust Agreement. Such additional deposits
        and
        contributions shall be in cash or in such other form that may be acceptable
        to
        the Trustee, including but not limited to policies of life insurance. The
        Trustee shall have no duty to determine or collect contributions under the
        Plan
        and shall have no responsibility for any property until it is received and
        accepted by the Trustee. The Company shall have the sole duty and responsibility
        for the determination of the accuracy and sufficiency of the deposits and
        contributions to be made under the Plan, the transmittal of the same to the
        Trustee and compliance with any statute, regulation or rule applicable to
        contributions.

       

      SECTION
        2.  PAYMENTS
        TO PARTICIPANTS AND THEIR BENEFICIARIES

       

      (a)  From
        time
        to time, the Company may deliver to the Trustee a schedule (the “Payment
        Schedule”) that indicates the amounts payable in respect of each Participant
        (and his or her beneficiaries), that provides a formula or other instructions
        for determining the amounts payable, the form in which such amounts are to
        be
        paid (as provided for or available under the Plan), and the time of commencement
        for payment of such amounts. Except as otherwise provided herein, the Trustee
        shall make payments to the Participants and their beneficiaries in accordance
        with such Payment Schedule. The Trustee shall make provision for the reporting
        and withholding of any federal, state or local taxes that may be required
        to be
        withheld with respect to the payment of benefits pursuant to the terms of
        the
        Payment Schedule and shall pay amounts withheld to the appropriate taxing
        authorities or determine that such amount have been reported, withheld and
        paid
        by the Company. If the principal of the Trust, and any earnings thereon,
        are not
        sufficient to make payments of benefits in accordance with the terms of the
        Payment Schedule, the Company shall make the balance of each such payment
        as it
        falls due. The Trustee shall notify the Company where principal and earnings
        are
        not sufficient.

       

      (b)  Upon
        the
        receipt by the Trustee of (i) a written notice from the Company, indicating
        that
        the Plan has been completely terminated and (ii) a Payment Schedule, indicating
        how payments shall be made as a result of the termination of the Plan, the
        Trustee shall pay to each Participant his or her account balance under the
        Plan
        in accordance with the terms of such Payment Schedule. Notwithstanding the
        foregoing, upon the termination of the Plan the Company shall be entitled
        to
        make payment of benefits directly to the Participant or their beneficiaries
        in
        accordance with subsection (f) below.

       

      (c)  The
        Company hereby agrees that the Authorized Party (as defined below) shall
        have
        the exclusive responsibility, and the Trustee shall not have any responsibility
        or duty under this Trust Agreement for determining that the Payment Schedule
        is
        in accordance with the terms of the Plan and applicable law, including without
        limitation, the amount, timing or method of payment and the identity of each
        person to whom such payments shall be made. The Trustee shall have no
        responsibility or duty to determine the tax effect of any payment or to see
        to
        the application of any payment.

       

       

      
        
          
          

        

        
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      (d)  The
        entitlement of a Participant or his or her beneficiaries to the benefits
        under
        the Plan shall be determined by the Company or such party as it shall designate
        under the Plan, and any claim for such benefits shall be considered and reviewed
        under the procedures set out in the Plan.

       

      (e)  The
        Company may make payment of benefits directly to the Participants or their
        beneficiaries as they become due under the terms of the Plan. The Company
        shall
        notify the Trustee of its decision to make payment of benefits directly to
        Participants or their beneficiaries. If the Company makes payments according
        to
        this subsection the Company shall make provision for the reporting and
        withholding of any federal, state or local taxes that may be required to
        be
        withheld with respect to the payment of benefits pursuant to the terms of
        the
        Plan and shall pay amounts withheld to the appropriate taxing authorities.
        

       

      (f)  Company
        shall furnish the Trustee with a written list of the names, signatures and
        extent of authority of all persons authorized to direct Trustee and otherwise
        act on behalf of the Company and the Participants under the terms of this
        Trust
        Agreement (“Authorized Party”). The Trustee shall be entitled to rely on and
        shall be fully protected in acting upon direction from an Authorized Party
        until
        notified in writing by the Company, as appropriate, of a change of the identity
        of an Authorized Party.

       

      (g)  In
        accordance with the procedures mutually acceptable to the Company and Trustee,
        all directions and instructions to the Trustee from an Authorized Party,
        including but not limited to the Payment Schedule, shall be in writing,
        transmitted by mail or by facsimile or shall be an electronic transmission,
        provided the Trustee may, in its discretion, accept oral directions and
        instructions and may require confirmation in writing (“Authorized
        Instructions”). 

       

      SECTION
        3.  TRUSTEE
        RESPONSIBILITY REGARDING PAYMENT TO TRUST BENEFICIARY WHEN COMPANY IS
        INSOLVENT

       

      (a)  The
        Trustee shall cease payment of benefits to the Participants who are current
        or
        former employees of the Company and their beneficiaries if it receives notice
        that the Company is Insolvent. The Company shall be considered “Insolvent” for
        purposes of this Trust Agreement if (i) the Company is unable to pay its
        debts
        as they become due, or (ii) the Company is subject to a pending proceeding
        as a
        debtor under the United States Bankruptcy Code.

       

      (b)  At
        all
        times during the continuance of this Trust, as provided in Section 1(d) hereof,
        the principal and income of the Trust shall be subject to claims of general
        creditors of the Company under federal and state law as set forth
        below.

       

      (1)  The
        Board
        of Directors and the Chief Executive Officer of the Company shall have the
        duty
        to inform the Trustee in writing of the Company's Insolvency. If a person
        claiming to be a creditor of the Company alleges in writing to the Trustee
        that
        the Company has become Insolvent, the Trustee shall determine whether the
        Company is Insolvent and, pending such determination, the Trustee may
        discontinue payment of benefits to the Participants or their
        beneficiaries.

       

      (2)  Unless
        the Trustee has actual knowledge of the Company's Insolvency, or has received
        notice from the Company or a person claiming to be a creditor alleging that
        the
        Company is Insolvent, the Trustee shall have no duty to inquire whether the
        Company is Insolvent. The Trustee may in all events rely on such evidence
        concerning the Company's solvency as may be furnished to the Trustee and
        that
        provides the Trustee with a reasonable basis for making a determination
        concerning the Company's solvency.

       

      (3)  If
        at any
        time the Trustee has determined that the Company is Insolvent, the Trustee
        shall
        discontinue payments of benefits to the Participants and their beneficiaries
        and
        shall hold the assets of the Trust for the benefit of the Company's general
        creditors. Nothing in this Trust Agreement shall in any way diminish any
        rights
        of the Participants or their beneficiaries to pursue their rights as general
        creditors of the Company with respect to benefits due under the Plan or
        otherwise.

       

      (4)  The
        Trustee shall resume the payment of benefits to the Participants or their
        beneficiaries in accordance with Section 2 of this Trust Agreement only after
        the Trustee has determined that the Company is not Insolvent (or is no longer
        Insolvent). The Trustee may rely on evidence concerning Insolvency as may
        be
        furnished to the Trustee and that provides the Trustee with a reasonable
        basis
        for making a determination concerning Insolvency. If there is a dispute about
        Insolvency, the Trustee shall have the right to require the Company to employ
        and pay for the services of an independent expert to render a written opinion
        to
        the Trustee addressing the question of Insolvency.

       

      (c)  Provided
        that there are sufficient assets, if the Trustee discontinues the payment
        of
        benefits from the Trust pursuant to Section 3(a) and (b) hereof and subsequently
        resumes such payments, the first payment following such discontinuance shall
        include the aggregate amount of all payments due to the Participants or their
        beneficiaries according to the terms of the Plan for the period of such
        discontinuance, less the aggregate amount of any payments made to Participants
        or their beneficiaries by the Company in lieu of the payments provided for
        hereunder during any such period of discontinuance. The Trustee may require
        a
        new Payment Schedule from the Company in such event.

       

       

      
        
          
          

        

        
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      SECTION
        4.  PAYMENTS
        TO COMPANY

       

      (a)  Except
        as
        provided in Sections 3 and in this Section 4 (b), because the Trust is
        irrevocable, in accordance with Section 1(b) hereof, the Company shall not
        have
        the right or the power to direct the Trustee to return to the Company or
        to
        divert to others any of the Trust assets before all payment of benefits have
        been made to Participants or their beneficiaries pursuant to the terms of
        the
        Plan. 

       

      (b)  In
        the
        event the Company makes payment of benefits directly pursuant to Section
        1 (e)
        hereof, the Company may file proof of such payment with the Trustee and request
        to be reimbursed for said payment. The Trustee shall reimburse the Company
        for
        amounts not exceeding the Company’s costs of making Plan payments. The Trustee
        shall not be obligated to verify the amount of payment beyond receipt of
        reasonable proof (e.g. cancelled check).

       

      SECTION
        5.  INVESTMENT
        AUTHORITY

       

      (a)  The
        Trustee shall invest and reinvest the principal and income of the Trust as
        directed by Company or its properly designated agent which directions may
        be
        changed from time to time. To the maximum extent permitted by law, the Trustee
        shall have no duty or responsibility (i) to advise with respect to, or inquire
        as to the propriety of, any such investment direction or (ii) for any investment
        decisions made with respect to the Trust by the Company. In the absence of
        investment direction, the Trustee shall have no obligation to invest Trust
        assets, but may invest Trust assets in any manner permitted under Section
        5(d).

       

      (b)  The
        Trustee may invest in securities (including stock or rights to acquire stock)
        or
        obligations issued by the Company. All rights associated with assets of the
        Trust shall be exercised by the Trustee and shall in no event be exercised
        by or
        rest with Plan participants, except that voting rights with respect to Trust
        assets will be exercised by the Company, unless an investment adviser has
        been
        appointed pursuant to Section 5(a) and voting authority has been delegated
        to
        such investment adviser.

       

      (c)  The
        Company shall have the right at any time, and from time to time in its sole
        discretion, to substitute assets of equal fair market value, for any asset
        held
        by the Trust. This right is exercisable by the Company in a non-fiduciary
        capacity without the approval or consent of any person in a fiduciary
        capacity.

       

      (d)  In
        administering the Trust and carrying out the instructions of the Company
        in
        accordance with Section 5(a) above, the Trustee shall be specifically authorized
        to:

       

      (1)  To
        invest
        and reinvest the Trust assets, together with the income therefrom, in common
        stock, preferred stock, convertible preferred stock, bonds, debentures,
        convertible debentures and bonds, mortgages, notes, commercial paper and
        other
        evidences of indebtedness (including those issued by the Trustee), shares
        of
        mutual funds, guaranteed investment contracts, bank investment contracts,
        other
        securities, policies of life insurance, other insurance contracts, annuity
        contracts, options, options to buy or sell securities or other assets, and
        all
        other property of any type (personal, real or mixed, and tangible or
        intangible);

       

      (2)  To
        deposit or invest all or any part of the assets of the Trust in savings accounts
        or certificates of deposit or other deposits in a bank or savings and loan
        association or other depository institution, provided such deposits bear
        a
        reasonable interest rate;

       

      (3)  To
        submit
        or cause to be submitted to the Company, all information received by the
        Trustee
        regarding ownership rights pertaining to property held in the
        Trust;

       

      (4)  To
        hold,
        manage, improve, repair and control all property, real or personal, forming
        part
        of the Trust; to sell, convey, transfer, exchange, partition, lease for any
        term, even extending beyond the duration of this Trust, and otherwise dispose
        of
        the same from time to time;

       

      (5)  To
        make,
        execute and deliver any and all documents, agreements or other instruments
        in
        writing as are necessary or desirable for the accomplishment of any of the
        powers and duties set forth in this Trust Agreement;

       

      (6)  To
        hold
        in cash, without liability for interest, such portion of the Trust as is
        pending
        investment, or payment of expenses, or the distribution of
        benefits;

       

      (7)  To
        take
        such actions as may be necessary or desirable to protect the Trust from loss
        due
        to the default on mortgages held in the Trust including with the consent
        of an
        Authorized Party the appointment of agents or trustees in such other
        jurisdictions as may seem desirable, the transfer of property to such agents
        or
        trustees as is necessary, or the grant to such agents such powers as are
        necessary or desirable to protect the Trust.

       

       

      
        
          
          

        

        
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      (8)  To
        vote
        in person or by general or limited proxy, as directed by an Authorized Party,
        any securities in which the Trust is invested and similarly to exercise,
        personally or by general or limited power of attorney, as directed by an
        Authorized Party, any right appurtenant to any authorized investment held
        in the
        Trust.

       

      (9)  To
        maintain accounts at, execute transactions through, and lend on an adequately
        secured basis stocks, bonds or other securities to, any brokerage or other
        firm,
        including any firm which is an affiliate of Trustee;

       

      (10)  To
        exercise all of the further rights, powers, options and privileges granted,
        provided for, or vested in trustees generally under the laws of the state
        in
        which the Trustee has its principal place of business so that the powers
        conferred upon the Trustee herein shall not be in limitation of any authority
        conferred by law, but shall be in addition thereto.

       

      (e) The
        Trustee may exercise the powers described in this Section 5(d) with or without
        Authorized Instructions, but where the Trustee acts on Authorized Instructions,
        the Trustee shall be fully protected as described in Section 9. 

       

      SECTION
        6.  ADDITIONAL
        POWERS OF TRUSTEE.

       

      (a)  To
        the
        extent necessary or which it deems appropriate to implement its powers under
        Section 5 or otherwise to fulfill any of its duties and responsibilities
        as
        Trustee of the Trust, the Trustee shall have the following additional powers
        and
        authority:

       

      (1)  To
        register securities, or any other property, in its name or in the name of
        any
        nominee, including the name of any affiliate or the nominee name designated
        by
        any affiliate, with or without indication of the capacity in which property
        shall be held, or to hold securities in bearer form and to deposit any
        securities or other property in a depository or clearing
        corporation;

       

      (2)  Upon
        receiving the consent of an Authorized Party, to designate and engage the
        services of, and to delegate powers and responsibilities to, such agents,
        representatives, advisers, counsel and accountants as the Trustee considers
        necessary or appropriate and, as part of its expenses under this Trust
        Agreement, to pay their reasonable expenses and compensation;

       

      (3)  To
        make,
        execute and deliver, as Trustee, any and all deeds, leases, mortgages,
        conveyances, waivers, releases or other instruments in writing necessary
        or
        appropriate for the accomplishment of any of the powers listed in this Trust
        Agreement; and

       

      (4)  Generally
        to do all other acts which the Trustee deems necessary or appropriate for
        the
        protection of the Trust.

       

      (5)  The
        Trustee at the direction of the Company may appoint a Custodian, acceptable
        to
        the Company, to safeguard the assets of the Trust. The Company hereby authorizes
        and directs the Trustee to enter into such agreements with the Custodian
        as may
        be necessary to establish an account with the Custodian. For administrative
        purposes, contributions deposited to the appointed Custodian shall be deemed
        as
        contributions deposited with the Trustee on behalf of the Trust.

       

      SECTION
        7.  DISPOSITION
        OF INCOME.

       

      During
        the term of this Trust, all income received by the Trust, net of expenses
        and
        taxes, shall be accumulated and reinvested.

       

      SECTION
        8.  ACCOUNTING
        BY TRUSTEE.

       

      (a)  The
        Trustee shall keep accurate and detailed records of all investments, receipts,
        disbursements, and all other transactions required to be made, including
        such
        specific records as shall be agreed upon in writing between the Company and
        the
        Trustee. Within 90 days following the close of each calendar quarter, or
        at such
        other additional times as may be reasonably requested by the Company, and
        within
        90 days after removal or resignation of the Trustee, the Trustee shall deliver
        to the Company a written account of its administration of the Trust during
        such
        year or during the period from the close of the last preceding year to the
        date
        of such removal or resignation, setting forth all investments, receipts,
        disbursements and other transactions effected by it, including a description
        of
        all securities and investments purchased and sold with the cost or net proceeds
        of such purchases or sales (accrued interest paid or receivable being shown
        separately), and showing all cash, securities and other property held in
        the
        Trust at the end of such year or as of the date of such removal or resignation,
        as the case may be. 

       

      (b)  The
        Trustee shall be entitled to rely on the Recordkeeper (the provider of
        recordkeeping services for the Plan Administrator) or the Custodial Agent
        (the
        custodian of investments), if any other than Trustee, for the maintenance
        and
        provision of all records specified in this Section 8.

       

       

      
        
          
          

        

        
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      SECTION
        9.  RESPONSIBILITY
        AND INDEMNITY OF THE TRUSTEE.

       

      (a)  The
        Trustee shall act with the care, skill, prudence and diligence under the
        circumstances then prevailing that a prudent person acting in like capacity
        and
        familiar with such matters would use in the conduct of an enterprise of a
        like
        character and with like aims, provided, however, that the Trustee shall incur
        no
        liability to any person for any action taken pursuant to a direction, request
        or
        approval given by the Company which is contemplated by, and in conformity
        with,
        the terms of the Plan(s) and this Trust and is given in writing by the Company
        or in such other manner prescribed by the Trustee. In the absence of direction,
        request or approval from the Company, the Trustee shall also incur no liability
        to any person for any failure to perform an act not contemplated by or in
        conformity with, the terms of this Trust. In the event of a dispute between
        the
        Company and a party, the Trustee may apply to a court of competent jurisdiction
        to resolve the dispute.

       

      (b)  The
        Company hereby indemnifies the Trustee and each of its affiliates (collectively,
        the "Indemnified Parties") against, and shall hold them harmless from, any
        and
        all loss, claims, liability, and expense, including reasonable attorneys'
        fees,
        imposed upon or incurred by any Indemnified Party as a result of any acts
        taken,
        or any failure to act, in accordance with the directions from the Company
        or any
        designee of the Company, or by reason of the Indemnified Party's good faith
        execution of its duties with respect to the Trust, including, but not limited
        to, its holding of assets of the Trust, except the Trustee’s right of
        indemnification shall not extend to any and all loss, claims, liability or
        expense arising from its own negligence or willful misconduct. The Company's
        obligations in the foregoing regard shall be satisfied promptly by the Company,
        provided that in the event the loss, claim, liability or expense involved
        is
        determined by a no longer appealable final judgment entered in a lawsuit
        or
        proceeding to have resulted from the negligence or misconduct of the Trustee,
        the Trustee shall promptly on request thereafter return to the Company any
        amount previously received by the Trustee under this Section 9(b) with respect
        to such loss, claim, liability or expense. If the Company does not pay such
        costs, expenses and liabilities in a reasonably timely manner, the Trustee
        may
        obtain payment from the Trust without direction from the Company.

       

      (c)  The
        Trustee shall incur no liability to anyone for any action that it or the
        Custodian as its delegate takes pursuant to a direction, request or approval
        given by the Company, Participants, the Investment Committee, the Administrator
        or by any other party (including, without limitation, the Recordkeeper and
        any
        of its agents) to whom authority to give such directions, requests or approvals
        is delegated under the powers conferred upon the Company, Participants, the
        Investment Committee, the Administrator or such other party under this
        Agreement.

       

      (d)  The
        Trustee, upon receipt of the consent of an Authorized Party, at the expense
        of
        the Trust or the Company, may consult with legal counsel (who may also be
        counsel for Company generally) with respect to any of its duties or obligations
        hereunder.

       

      (e)  The
        Trustee, upon receipt of the consent of an Authorized Party, may hire agents,
        accountants, actuaries, investment advisers, financial consultants or other
        professionals to assist it in performing any of its duties or obligations
        hereunder.

       

      (f)  The
        Trustee shall have, without exclusion, all powers conferred on the Trustee
        by
        applicable law, unless expressly provided herein, provided, however, that
        if an
        insurance policy is held as an asset of the Trust, the Trustee shall not
        have
        the power to name a beneficiary of the policy other than the Trust, to assign
        the policy (as distinct from conversion of the policy to a different form)
        other
        than to a successor trustee, or to loan to any person the proceeds of any
        borrowing against such policy.

       

      (g)  Notwithstanding
        any powers granted to the Trustee pursuant to this Trust Agreement or applicable
        law, the Trustee shall not have any power that could give this Trust the
        objective of carrying on a business and dividing the gains therefrom, within
        the
        meaning of section 301.7701-2 of the Procedure and Administrative Regulations
        promulgated pursuant to the Internal Revenue Code.

       

      (h)  The
        Trustee shall not be liable for any expense, loss, claim or damage (including
        counsel fees) suffered by the Participants arising out of or caused by any
        delay
        in, or failure of, performance by the Trustee, in whole or in part, arising
        out
        of, or caused by, circumstances beyond the Trustee’s control, including without
        limitation: acts of God, interruption, delay in, or loss (partial or complete)
        of electrical power or external computer (hardware or software) or communication
        services (including access to book-entry securities systems maintained by
        Federal Reserve Bank of New York and/or any clearing corporation); act of
        civil
        or military authority; sabotage; natural emergency; epidemic; war or other
        government actions; civil disturbance; flood, earthquake, fire, other
        catastrophe; strike or other labor disturbance by employees of nonaffiliates;
        governmental, judicial, or self regulatory organization order, rule or
        regulation; riot; energy or natural resource difficulty or shortage; and
        inability to obtain materials, equipment or transportation except to the
        extent
        any such expense, loss, claim or damage (including counsel fees) arises from
        Trustee’s failure to take commercially reasonable precautions then prevailing
        with respect to any or all of the foregoing.

       

       

      
        
          
          

        

        
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      (i)  If
        (1)
        there is any disagreement or dispute in connection with the Trust or the
        subject
        matter hereof, including any dispute between the Trustee, the Company or
        any
        Participant, or between the Company, any Participant or any person not a
        party
        to the Trust or (2) there are adverse or inconsistent claims or demands upon,
        or
        inconsistent with instructions to the Trustee, or (3) the Trustee in good
        faith
        is in doubt as to what action to take pursuant to the Trust, the Trustee
        may at
        its election refuse to comply with any such claims, demands or instructions,
        or
        refuse to take any other action pursuant to this Trust until (i) the rights
        of
        all persons involved in the dispute have been fully and finally adjudicated
        by a
        court of competent jurisdiction or the Trustee has resolved any such doubts
        to
        its good faith satisfaction; or (ii) all disputes have been resolved between
        the
        persons involved and the Trustee has received written notice thereof
        satisfactory to it from all such persons. Without limiting the generality
        of the
        foregoing, the Trustee may at its election interplead the subject matter
        of this
        Trust Agreement with a court of competent jurisdiction, or commence judicial
        proceedings for a declaratory judgment, and the Trustee shall be entitled
        to
        recover from the Company or the Trust, both collectively and individually,
        the
        Trustee’s attorneys’ fees, expenses and costs in connection with any such
        interpleader or declaratory judgment action

       

      (j)  The
        Trustee is not a party to, and has no duties or responsibilities under, the
        Plan
        other than those that may be expressly contained in this Trust Agreement.
        In any
        case in which a provision of this Trust Agreement conflicts with any provision
        of the Plan, the Plan shall control. The Trustee shall have no duties,
        responsibilities or liability with respect to the acts or omissions of any
        prior
        or successor trustee.

       

      SECTION
        10.  COMPENSATION
        AND EXPENSES OF TRUSTEE

       

      (a)  The
        Company shall pay all administrative and Trustee's fees and expenses under
        this
        Trust Agreement as mutually agreed and, if not so paid, such fees and expenses
        may be withdrawn from the Trust by the Trustee. If the Trustee advances cash
        or
        securities for any purpose, including the purchase or sale of foreign exchange
        or of contracts for foreign exchange, or in the event that the Trustee shall
        incur or be assessed taxes, interest, charges, expenses, assessments, or
        other
        liabilities in connection with the performance of this Trust Agreement, except
        such as may arise from its own negligent action, negligent failure to act
        or
        misconduct, any property at any time held for the Trust shall be security
        therefor and the Trustee shall be entitled to collect from the Company or,
        if
        not paid, from the Trust sufficient cash for reimbursement of such taxes,
        interest, charges, expenses, assessments or other liabilities. If cash is
        insufficient, the Trustee may dispose of the assets of the Trust to the extent
        necessary to obtain the aforesaid reimbursement. To the extent the Trustee
        advances funds to the Trust for disbursements or to effect the settlement
        of
        purchase transactions, the Trustee shall be entitled to collect from the
        Company
        or, if not so paid, from the Trust either (i) with respect to domestic assets,
        an amount equal to what would have been earned on the sums advanced (an amount
        approximating the “federal funds” interest rate) or (ii) with respect to
        non-domestic assets, the rate applicable to the appropriate foreign
        market.

       

      SECTION
        11.  RESIGNATION
        AND REMOVAL OF TRUSTEE

       

      (a)  The
        Trustee may resign at any time by written notice to the Company, which shall
        be
        effective sixty (60) days after receipt of such notice unless the Company
        and
        the Trustee agree otherwise. 

       

      (b)  The
        Trustee may be removed by the Company on sixty (60) days notice or upon shorter
        notice accepted by the Trustee. However, upon a Change of Control, as defined
        herein, the Trustee may not be removed by the Company for four years after
        the
        Change of Control unless the persons who are then Participants agree to the
        removal.

       

      (c)  If
        the
        Trustee resigns within four years after a Change of Control, as defined herein,
        the Company shall apply to a court of competent jurisdiction for the appointment
        of a successor Trustee or for instructions, unless the then Participants
        and the
        Company agree to the selection of a successor trustee. 

       

      (d)  Upon
        resignation or removal of the Trustee and appointment of a successor trustee,
        all assets shall subsequently be transferred to the successor trustee. The
        transfer shall be completed within one hundred twenty (120) days after receipt
        of notice of resignation, removal or transfer, unless the Company extends
        the
        time limit. 

       

      (e)  If
        Trustee resigns or is removed, a successor shall be appointed, in accordance
        with Section 12 hereof, by the effective date of resignation or removal under
        paragraphs (a) or (b) of this Section. If no such appointment has been made,
        the
        Trustee may apply to a court of competent jurisdiction for appointment of
        a
        successor or for instructions. All expenses of the Trustee in connection
        with
        the proceeding shall be allowed as administrative expenses of the
        Trust.

       

       

      
        
          
          

        

        
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      SECTION
        12.  APPOINTMENT
        OF SUCCESSOR.

       

      (a)  If
        the
        Trustee resigns or is removed in accordance with Section 11(a) or (b) hereof,
        subject to the requirements of Section 11, the Company may appoint any third
        party, such as a bank trust department or other entity that may be granted
        corporate trustee powers under state law, as a successor to replace the Trustee
        upon resignation or removal. The appointment shall be effective when accepted
        in
        writing by the new trustee, who shall have all of the rights and powers of
        the
        former trustee, including ownership rights in the Trust assets. The former
        trustee shall execute any instrument necessary or reasonably requested by
        the
        Company or the successor trustee to evidence the transfer.

       

      (b)  The
        successor trustee need not examine the records and acts of any prior trustee
        and
        may retain or dispose of existing Trust assets, subject to Sections 8 and
        9
        hereof. The successor trustee shall not be responsible for and the Company
        shall
        indemnify and defend the successor trustee from any claim or liability resulting
        from any action or inaction of any prior trustee or from any other past event,
        or any condition existing at the time it becomes successor trustee.

       

      SECTION
        13.  AMENDMENT
        OR TERMINATION

       

      (a)  This
        Trust Agreement may be amended by a written instrument executed by the Trustee
        and the Company. Notwithstanding the foregoing, no such amendment shall conflict
        with the terms of the Plan or shall make the Trust revocable.

       

      (b)  The
        Trust
        shall not terminate until the date on which the Participants and their
        beneficiaries are no longer entitled to benefits pursuant to the terms of
        the
        Plan. Upon termination of the Trust, any assets remaining in the Trust shall
        be
        returned to the Company.

       

      (c)  Upon
        written approval of the Participants or beneficiaries entitled to payment
        of
        benefits pursuant to the terms of the Plan, the Company may terminate this
        Trust
        prior to the time all benefit payments under the Plan have been made. All
        assets
        in the Trust at termination shall be returned to the Company.

       

      SECTION
        14.  MISCELLANEOUS.

       

      (a)  Any
        provision of this Trust Agreement prohibited by law shall be ineffective
        to the
        extent of any such prohibition, without invalidating the remaining provisions
        hereof.

       

      (b)  Benefits
        payable to Participants and their beneficiaries under this Trust Agreement
        may
        not be anticipated, assigned (either at law or in equity), alienated, pledged,
        encumbered or subjected to attachment, garnishment, levy, execution or other
        legal equitable process.

       

      (c)  This
        Trust Agreement shall be governed by and construed in accordance with the
        laws
        of the State of Georgia.

       

      (d)  For
        purposes of this Trust Agreement, a Change of Control is determined pursuant
        to
        Section 2.6 of the Plan.

       

      (e)  Neither
        the Company nor the Trustee may assign this Trust Agreement without the prior
        written consent of the other. This Trust Agreement shall be binding upon,
        and
        inure to the benefit of, the Company, the Trustee and their respective
        successors and permitted assigns. Any entity, which shall by merger,
        consolidation, purchase, or otherwise, succeed to substantially all the trust
        business of the Trustee shall, upon each succession and without any appointment
        or other action by the Company, be and become successor trustee hereunder,
        upon
        notification to Company.

       

      (f)  The
        provisions of this Trust Agreement are intended to benefit only the parties
        hereto, their respective successors and assigns, and the Participants and
        their
        beneficiaries under the Plan. There are no other third party
        beneficiaries.

       

      (g)  The
        Company and the Trustee hereby each represents and warrants to the other
        that it
        has full authority to enter into this Trust Agreement upon the terms and
        conditions hereof and that the individual executing this Trust Agreement
        on its
        behalf has the requisite authority to bind the Company or the Trustee to
        this
        Trust Agreement.

       

      (h)  This
        Trust Agreement may be executed in any number of counterparts, each of which
        shall be deemed an original, and such counterparts shall constitute but one
        and
        the same instrument and may be sufficiently evidenced by one
        counterpart.

       

      SECTION
        15.  EFFECTIVE
        DATE

       

      (a)  The
        effective date of this Trust Agreement shall be November 1, 2003.

       


      
        
          
          

        

        
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      IN
        WITNESS WHEREOF, the Company and the Trustee have executed this Trust Agreement
        each by action of a duly authorized person.

       

      


       

      Weingarten
        Realty Investors 

       

      By:
        /s/ Stephen
        Richter

       

      Name/Title:
        Stephen Richter, Sr. VP, CFO

       

      Date:
        10/21/2003

       

      


       

      Reliance
        Trust Company

       

      By:
        /s/ Kimberly Lowe

       

      Name/Title:
        Kimberly Lowe, AVP

       

      Date: 
        11/03/2003