Exhibit 10.22 to 2Q2005 Form 10-Q Trust Under the Weingarten Realty Investors
      Retirement Benefit Restoration Plan


    
      
        

        

      

      

        Exhibit
          10.22

        


        TRUST
          UNDER THE 

        


        WEINGARTEN
          REALTY INVESTORS

         

        RETIREMENT
          BENEFIT RESTORATION 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 Retirement
          Benefit Restoration 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.

         

         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

         

        (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.

         

         

        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

         

        (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.

         

         

        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        

         

        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.

         


        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        


        


         

        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: 
          11/3/2003