EX-4.1


 Exhibit 4.1 
 [Face of Security] 
  

					
	REGISTERED	 		  	PRINCIPAL AMOUNT
	No. 1	 		  	$300,000,000
	CUSIP No. 948741 AJ2	 		  	

 WEINGARTEN REALTY INVESTORS 
 3.50% Note due 2023 
 WEINGARTEN REALTY INVESTORS, a real estate investment trust
organized under the Texas Business Organizations Code (herein referred to as the “Company,” which term includes any successor corporation under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to
Cede & Co., or registered assigns, the principal sum of Three Hundred Million Dollars ($300,000,000) on April 15, 2023 (the “Stated Maturity Date”) or the date fixed for earlier redemption (the “Redemption Date,”
and together with the Stated Maturity Date with respect to principal repayable on such date, the “Maturity Date”), and to pay interest thereon from March 22, 2013 or from the most recent interest payment date to which interest has
been paid or duly provided for, semi-annually on April 15 and October 15 of each year (each, an “Interest Payment Date”), commencing October 15, 2013, at the rate of 3.50% per annum, until the principal hereof is paid
or duly provided for. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture referred to on the reverse hereof, be paid to the Holder in whose name this Note is registered
at the close of business on the regular record date for such interest, which shall be April 1 or October 1 (whether or not a Business Day) (each, a “Regular Record Date”), as the case may be, next preceding such Interest Payment
Date by transfer of funds to an account maintained by such Holder within the United States. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date, and may be paid
to the Holder in whose name this Note is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee referred to on the reverse hereof, notice whereof shall be given to Holders
of Notes of this series not less than 10 days prior to such Special Record Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. All terms used in this Note which are defined in the Indenture shall have the meanings
assigned to them in the Indenture. 
 The principal of this Note payable on the Stated Maturity Date or the principal of,
premium, if any, and, if the Redemption Date is not an Interest Payment Date, interest on this Note payable on the Redemption Date will be paid against presentation of this Note at the office or agency of the Company maintained for that purpose in
the Borough of Manhattan, The City of New York, currently the office of The Bank of New York Mellon Trust Company, N.A., Trustee, located at c/o The Bank of New York Mellon, 101 Barclay Street, New York, New York 10286, in such coin or currency of
the United States of America as at the time of payment is legal tender for the payment of public and private debts. 
 Interest
payable on this Note on any Interest Payment Date and on the Stated Maturity Date or Redemption Date, as the case may be, will include interest accrued from and including the next preceding Interest Payment Date in respect of which interest has been
paid or duly provided 






 
for (or from and including March 22, 2013, if no interest has been paid on this Note) to but excluding such Interest Payment Date or the Stated Maturity Date or Redemption Date, as the case
may be. If any Interest Payment Date or the Stated Maturity Date or Redemption Date falls on a day that is not a Business Day, as defined below, principal, premium, if any, and/or interest payable with respect to such Interest Payment Date or Stated
Maturity Date or Redemption Date, as the case may be, will be paid on the next succeeding Business Day with the same force and effect as if it were paid on the date such payment was due, and no interest shall accrue on the amount so payable for the
period from and after such Interest Payment Date or Stated Maturity Date or Redemption Date, as the case may be. “Business Day” means any day, other than a Saturday, Sunday or any other day on which banking institutions in the City of New
York are authorized or obligated by law or executive order to close. 
 All payments of principal, premium, if any, and interest
in respect of this Note will be made by the Company in immediately available funds. 
 Reference is hereby made to the further
provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 
 Unless the Certificate of Authentication hereon has been executed by the Trustee by manual signature of one of its authorized signatories, this Note shall not be entitled to any benefit under the
Indenture, or be valid or obligatory for any purpose. 

  
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 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
facsimile corporate seal. 
 Dated: March 22, 2013 
  

									
	(SEAL)	 		 	WEINGARTEN REALTY INVESTORS.
					
		 		 		 	By:	 	 
		 		 		 		 	Name: Andrew M. Alexander
		 		 		 		 	 Title:   Chief Executive Officer and President

					
		 		 		 	By:	 	 
		 		 		 		 	Name: Stephen C. Richter
		 		 		 		 	 Title:   Executive Vice President and Chief Financial Officer


  

	
	Attest:
	
	  
	Mark Stout, Assistant Secretary

 TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

This is one of the Notes of the series designated therein referred to in the within-mentioned Indenture. 

 

			
	The Bank of New York Mellon Trust Company, N.A., as Trustee
		
	By:	 	 
		 	Authorized Signatory


  
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 [Reverse of Security] 

WEINGARTEN REALTY INVESTORS 
 3.50% Note due 2023 
 This Note is one of a duly authorized issue of securities of
the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of May 1, 1995, as amended by the First Supplemental Indenture, dated as of August 2, 2006, and the Second
Supplemental Indenture, dated as of October 9, 2012 (herein, as so amended, the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A. (successor in interest to J.P. Morgan Trust Company, National
Association), as trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture with respect to the series of which this Note is a part), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Note is one of the duly authorized series of Securities designated as “3.50% Notes due 2023” (collectively, the “Notes”), and the aggregate principal amount of the Notes to be issued under such
series is limited to $300,000,000 (except for Notes authenticated and delivered upon transfer of, or in exchange for, or in lieu of other Notes). 
 If an Event of Default, as defined in the Indenture, shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect
provided in the Indenture. 
 This Note will not be subject to any sinking fund and, except in accordance with the provisions of
the following paragraphs, will not be redeemable or repayable prior to the Stated Maturity Date. 
 This Note is subject to
redemption at any time or from time to time prior to maturity, as a whole or in part, at the election of the Company, at a redemption price equal to the greater of (i) 100% of the principal amount of the Note to be redeemed or (ii) the sum
of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed discounted to the date of redemption (the “Redemption Date”) on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate plus 25 basis points; plus, in either case, accrued and unpaid interest on the principal amount being redeemed to, but excluding, the Redemption Date. If this Note is redeemed on or after January 15,
2023, the Company may redeem this Note at a redemption price equal to 100% of the principal amount of this Note plus accrued and unpaid interest on the principal amount being redeemed to, but excluding, the Redemption Date. 

“Treasury Rate” means, with respect to any redemption date for the notes, 

 

	 	•	 	 the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical
release published by the Board of Governors of the Federal Reserve System designated as 









	 	 
“Statistical Release H.15 (519)” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively
traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after
the maturity date, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis,
rounding to the nearest month), or 


  

	 	•	 	 if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate
per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Price (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price
for such Redemption Date. The Treasury Rate shall be calculated on the third business day preceding the Redemption Date. 


 “Comparable Treasury Issue” means the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the remaining term of this Note that
would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of this Note. 

“Independent Investment Banker” means Merrill Lynch, Pierce, Fenner & Smith Incorporated or its successor, or
if such firm is unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Company. 
 “Comparable Treasury Price” means with respect to any Redemption Date (1) the average of four Reference Treasury Dealer Quotations as determined by the Company for such Redemption
Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (2) if the Company obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations. 

“Reference Treasury Dealer” means (1) Merrill Lynch, Pierce, Fenner & Smith Incorporated and a Primary
Treasury Dealer (as defined below) selected by each of Wells Fargo Securities, LLC and U.S. Bancorp Investments, Inc. or their successors and (2) at the Company’s option, up to two other primary U.S. Government securities dealers in New
York City (each, a “Primary Treasury Dealer”); provided, however, that if any of the foregoing shall cease to be a Primary Treasury Dealer, the Company will substitute therefor another Primary Treasury Dealer. 

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date,
the average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Company by such Reference Treasury Dealer at 5:00
p.m., New York City time, on the third business day preceding such Redemption Date. 

  
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 Notice of redemption will be given by mail to Holders of Securities, not less than 30 nor
more than 60 days prior to the Redemption Date, all as provided in the Indenture. 
 In the event of redemption of this Note in
part only, a new Note or Notes for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. 
 The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities
under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority of the aggregate principal amount of all Securities issued under the Indenture at the time Outstanding and affected thereby.
The Indenture also contains provisions permitting the Holders of not less than a majority of the aggregate principal amount of the Outstanding Securities, on behalf of the Holders of all such Securities, to waive compliance by the Company with
certain provisions of the Indenture. Furthermore, provisions in the Indenture permit the Holders of not less than a majority of the aggregate principal amount, in certain instances, of the Outstanding Securities of any series to waive, on behalf of
all of the Holders of Securities of such series, certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of
this Note and other Notes issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. 

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Note at the times, places and rate, and in the coin or currency, herein prescribed. 

This Note is issuable only in registered form without coupons in denominations of $1,000 and integral multiples of $1,000 in excess
thereof. 
 As provided in the Indenture and subject to certain limitations therein and herein set forth, the transfer of this
Note is registrable in the Security Register of the Company upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any) and interest on this Note are
payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or by his attorney duly authorized in writing, and thereupon one or more
new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 
 As provided in the Indenture and subject to certain limitations therein and herein set forth, this Note is exchangeable for a like aggregate principal amount of Notes of different authorized denominations
but otherwise having the same terms and conditions, as requested by the Holder hereof surrendering the same. 

  
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 No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 

Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. 

This Note shall be subject to all the terms of the Indenture and all of the terms, provisions and conditions of the Indenture shall
continue in full force and effect. 
 THE INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY IN SUCH STATE. 

  
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 ASSIGNMENT FORM 
 FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto 
  

 
 Please insert social security number or other
identifying number of assignee: 
  

	
	  

 Please print or type name and address (including zip code) of assignee: 

 

	
	
	  
	
	  
	
	  
	
	  

 the within Note and all rights thereunder, hereby irrevocably constituting and appointing
                             attorney to transfer said Note of Weingarten Realty Investors on the books of
Weingarten Realty Investors, with full power of substitution in the premises. 
  

	
	  

  

			
		
	Dated:	 	 
		 	

 NOTICE: The signature to this assignment must correspond with the name as written upon the face of this
Note in every particular without alteration or enlargement or any change whatsoever. 

  
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