Exhibit 10.23 to 2Q2005 Form 10-Q Trust Under the Weingarten Realty Investors
      Supplemental Executive Retirement Plan


    
      
        
          

          

        

        

          Exhibit
            10.23

          


          TRUST
            UNDER THE 

          


          WEINGARTEN
            REALTY INVESTORS

           

          SUPPLEMENTAL
            EXECUTIVE RETIREMENT 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 Supplemental
            Executive Retirement 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