ex4_1.htm


    
      

      

    

     

            EXHIBIT
      4.1      

     

    


    DEPOSIT
      AGREEMENT

     

    THIS
      DEPOSIT AGREEMENT, dated as of September 25, 2007, is entered into by and among
      WEINGARTEN REALTY INVESTORS, a Texas real estate investment trust (the
      "Company"), Mellon Investor Services LLC ("MIS"), as Depositary,
      and all holders from time to time of Receipts (as hereinafter defined) issued
      hereunder.

     

    WITNESSETH:

     

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

     

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

     

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

     

    ARTICLE
      I

    DEFINITIONS

     

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

     

    SECTION
      1.01.  "Amendment
      to the Declaration" shall mean the Statement of Designation to the
      Declaration of Trust of the Company, as amended from time to time, establishing
      the Adjustable Rate Series G Cumulative Redeemable Preferred Shares of the
      Company.

     

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION
      1.07.  "Depositary
      Share" shall mean a fractional interest of 1/100 of a Preferred Share
      deposited with the Depositary hereunder and the same proportionate interest
      in
      any and all other property received by the Depositary in respect of such
      Preferred Share and held under this Deposit Agreement, all as evidenced by
      the
      Receipts issued hereunder.  Subject to the terms of this Deposit
      Agreement, each owner of a Depositary Share is entitled, proportionately, to
      all
      the rights, preferences and privileges of the Preferred Share represented by
      such Depositary Share, including the dividend, voting, redemption, conversion
      and liquidation rights contained in the Statement of Designation to the
      Declaration of Trust.

     

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

     

    SECTION
      1.09.  "Office"
      shall mean the office of the Depositary at which at any particular time its
      business in respect of matters governed by this Deposit Agreement shall be
      administered, which at the date of this Deposit Agreement is located at Newport
      Office Center VII, 480 Washington Boulevard, Jersey City, NJ 07310.

     

    SECTION
      1.10.  "Preferred
      Shares" shall mean the Company's Adjustable Rate Series G Cumulative
      Redeemable Preferred Shares, $0.03 par value per share, heretofore validly
      issued, fully paid and non-assessable, and as more fully described in Exhibit
      A hereto.

     

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

     

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

     

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

     

    SECTION
      1.14.  "Registrar"
      shall mean MIS.

     

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

     

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

     

    ARTICLE
      II

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

     

    SECTION
      2.01.  Form
      and Transferability of Receipts.  (a)  Definitive
      Receipts shall be substantially in the form set forth in Exhibit B
annexed to this Deposit Agreement, with appropriate insertions,
      modifications and omissions, as hereinafter provided.  Pending the
      preparation of definitive Receipts, the Depositary, upon the written order
      of
      the Company, delivered in compliance with Section 2.02, shall execute and
      deliver temporary Receipts which 

     

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
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    exercise
      of any redemption or voting rights or (iii) any notice provided for in this
      Deposit Agreement and for all other purposes.

     

    SECTION
      2.02.  Deposit
      of Preferred Shares; Execution and Delivery of Receipts in Respect
      Thereof.  (a)  Concurrently with the execution of this
      Deposit Agreement, the Company is delivering to the Depositary a certificate
      or
      certificates, registered in the name of the Depositary and evidencing 80,000
      Preferred Shares, properly endorsed or accompanied, if required by the
      Depositary, by a duly executed instrument of transfer or endorsement, in form
      satisfactory to the Depositary, together with (i) all such certifications and
      other documents as may be required by the Depositary in accordance with the
      provisions of this Deposit Agreement and (ii) a written order of the Company
      directing the Depositary to execute and deliver to, or upon the written order
      of, the person or persons stated in such order a Receipt or Receipts for the
      Depositary Shares representing such deposited Preferred Shares.  The
      Depositary acknowledges receipt of the deposited Preferred Shares and related
      documentation and agrees to hold such deposited Preferred Shares in an account
      to be established by the Depositary at the  Office or at such
      other  office as the Depositary shall determine.  The
      Company hereby appoints the Depositary as the Company's Registrar and Transfer
      Agent for the Preferred Shares deposited hereunder, and the Depositary hereby
      accepts such appointment and, as such, will reflect changes in the number of
      deposited Preferred Shares (including any fractional shares) held by it by
      notation, book-entry or other appropriate method.

     

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

     

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

     

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

     

     

    
      
        
        

      

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

     

    (f)           The
      Company shall deliver to the Depositary the documentation and notifications
      listed in Exhibit C hereto with respect to the Preferred Shares and the
      Receipts according to the requirements set forth therein.

     

    SECTION
      2.03.  Optional
      Redemption of Preferred Shares For Cash.  (a)  Whenever
      the Company shall elect to redeem deposited Preferred Shares for cash, it shall
      (unless otherwise agreed in writing with the Depositary) give the Depositary
      not
      less than 30 days' prior written notice of the date of such proposed redemption
      and of the number of such Preferred Shares held by the Depositary to be redeemed
      and the applicable redemption price, including the amount, if any, of accrued
      and unpaid dividends to the date of such redemption.  The Depositary
      shall mail, first-class postage prepaid, notice of the redemption of Preferred
      Shares and the proposed simultaneous redemption of the Depositary Shares
      representing the Preferred Shares to be redeemed, not less than 30 and not
      more
      than 60 days prior to the date fixed for redemption of such Preferred Shares
      and
      Depositary Shares (the "cash redemption date"), to the holders of record on
      the
      record date fixed for such redemption pursuant to Section 4.04 of the Receipts
      evidencing the Depositary Shares to be so redeemed, at the addresses of such
      holders as the same appear on the records of the Depositary; but neither failure
      to mail any such notice to one or more such holders nor any defect in any such
      notice shall affect the sufficiency of the proceedings for redemption as to
      other holders.  The Company shall provide the Depositary with such
      notice, and each such notice shall state:  the cash redemption date;
      the cash redemption price; the number of deposited Preferred Shares and
      Depositary Shares to be redeemed; if fewer than all the Depositary Shares held
      by any holder are to be redeemed, the number of such Depositary Shares held
      by
      such holder to be so redeemed; the place or places where Receipts evidencing
      Depositary Shares to be redeemed are to be surrendered for payment of the cash
      redemption price; and that from and after the cash redemption date dividends
      in
      respect of the Preferred Shares represented by the Depositary Shares to be
      redeemed will cease to accrue.  If fewer than all the outstanding
      Depositary Shares are to be redeemed the Depositary Shares to be redeemed shall
      be selected by lot.  In selecting the Depositary Shares to redeemed by
      lot, the Company will conduct a lottery to determine which Depositary Shares
      will be redeemed and will communicate the results of such lottery to the
      Depositary.  The Company shall also cause notice of redemption to be
      published in a newspaper of general circulation in the City of New York at
      least
      once a week for two successive weeks commencing not less than 30 days nor more
      than 60 days prior to the cash redemption date.

     

    (b)  In
      the
      event that notice of redemption has been made as described in Section 2.03(a)
      and the Company shall then have paid in full to the Depositary the cash
      redemption price of the Preferred Shares deposited with the Depositary to be
      redeemed (including any accrued and unpaid dividends to the date of redemption),
      the Depositary shall redeem the number of Depositary Shares representing such
      Preferred Shares so called for redemption by the Company and from and after
      the
      cash redemption date (unless the Company shall have failed to redeem the
      Preferred Shares to be redeemed by it as set forth in the Company's notice
      provided for in Section 2.03(a)), all dividends in respect of the Preferred
      Shares called for redemption shall cease to accrue, the Depositary Shares called
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    shall
      be
      deemed no longer to be outstanding and all rights of the holders of Receipts
      evidencing such Depositary Shares (except the right to receive the cash
      redemption price and any money or other property to which holders of such
      Receipts were entitled upon such redemption) shall, to the extent of such
      Depositary Shares, cease and terminate.  Upon surrender in accordance
      with said notice of the Receipts evidencing such Depositary Shares (properly
      endorsed or assigned for transfer, if the Depositary shall so require), such
      Depositary Shares shall be redeemed at a cash redemption price of $25.00 per
      Depositary Share plus any other money and other property payable in respect
      of
      such Preferred Shares.

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
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    SECTION
      2.08.  Lost
      Receipts, etc.  In case any Receipt or Preferred Shares shall be
      mutilated or destroyed or lost or stolen, the Depositary in its discretion
      may
      execute and deliver a Receipt or Preferred Share of like form and tenor in
      exchange and substitution for such mutilated Receipt or in lieu of and in
      substitution for such destroyed, lost or stolen Receipt or Preferred Share,
      provided that the holder thereof provides the Depositary with (i)
      evidence reasonably satisfactory to the Depositary of such destruction, loss
      or
      theft of such Receipt or Preferred Share, of the authenticity thereof and of
      his
      ownership thereof, (ii) a bond of indemnity or other form of indemnity in
      form and substance satisfactory to MIS and (iii) payment of all applicable
      fees.  Such holders may obtain such a bond of indemnity from a surety
      company of the holder's choice, provided the surety company satisfies MIS's
      minimum requirements

     

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

     

    ARTICLE
      III

    CERTAIN
      OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE COMPANY

     

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

     

    SECTION
      3.02.  Payment
      of Fees and Expenses.  Holders of Receipts shall be obligated to
      make payments to the Depositary of certain fees and expenses, as provided in
      Sections 2.08 and 5.07, or provide evidence reasonably satisfactory to the
      Depositary that such fees and expenses have been paid.  Until such
      payment is made, transfer of any Receipt or any withdrawal of the Preferred
      Shares or money or other property, if any, represented by the Depositary Shares
      evidenced by such Receipt may be refused, any dividend or other distribution
      may
      be withheld, and any part or all of the Preferred Shares or other property
      represented by the Depositary Shares evidenced by such Receipt may be sold
      for
      the account of the holder thereof (after attempting by reasonable means to
      notify such holder a reasonable number of days prior to such
      sale).  Any dividend or other distribution so withheld and the
      proceeds of any such sale may be applied to any payment of such fees or
      expenses, the holder of such Receipt remaining liable for any
      deficiency.

     

    SECTION
      3.03.  Representations
      and Warranties as to Preferred Shares.  In the case of the initial
      deposit of the Preferred Shares hereunder, the Company and, in the case of
      subsequent deposits thereof, each person so depositing Preferred Shares under
      this Deposit Agreement shall be deemed thereby to represent and warrant that
      such Preferred Shares and each 

     

     

    
      
        
        

      

      
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    certificate
      therefor are valid and that the person making such deposit is duly authorized
      to
      do so.  The Company hereby further represents and warrants that: (a)
      such Preferred Shares, when issued, will be duly authorized, validly issued,
      fully paid and non-assessable; and (b) such Preferred Shares, when issued,
      will
      be duly registered under the Securities Act or will be exempt from such
      registration and will be duly registered under the Securities Exchange Act
      of
      1934, as amended (the "Exchange Act") or will be exempt from such
      registration.  Such representations and warranties shall survive the
      deposit of the Preferred Shares and the issuance of Receipts.

     

    SECTION
      3.04.  Representation
      and Warranties as to Receipts and Depositary Shares.  The Company
      hereby represents and warrants that the Receipts, when issued, will evidence
      legal and valid interests in the Depositary Shares and each Depositary Share
      will represent a legal and valid 1/100 fractional interest in a deposited
      Preferred Share.  The Company hereby further represents and warrants
      that: (a) such Depositary Shares, when issued, will be duly authorized, validly
      issued, fully paid and non-assessable; and (b) such Depositary Shares, when
      issued, will be duly registered under the Securities Act or will be exempt
      from
      such registration and will be duly registered under the Exchange Act or will
      be
      exempt from such registration.  Such representation and warranty shall
      survive the deposit of the Preferred Shares and the issuance of Receipts
      evidencing the Depositary Shares.

     

    SECTION
      3.05.  Other
      Representations and Warranties of the Company.  The Company hereby
      represents and warrants that the execution and delivery of this Deposit
      Agreement, and the issuance and any subsequent transfer of the Preferred Shares
      or Receipts in accordance with this Deposit Agreement, do not and will not
      conflict with, violate, or result in a breach of, the terms, conditions or
      provisions of, or constitute a default under, the charter or the by-laws of
      the
      Company, any law or regulation, any order or decree of any court or public
      authority having jurisdiction, or any mortgage, indenture, contract, agreement
      or undertaking to which the Company is a party or by which it is
      bound.  This Deposit Agreement is enforceable against the Company in
      accordance with its terms, except as may be limited by bankruptcy, insolvency,
      moratorium, reorganization and other similar laws affecting the enforcement
      of
      creditors' rights generally.

     

     

    SECTION
      3.06.  Representations and Warranties of MIS.  MIS
      hereby represents and warrants that:  (a) MIS is, and for the term of
      this Deposit Agreement shall remain, duly registered as a transfer agent under
      the Exchange Act and (b) MIS shall comply with its obligations as a transfer
      agent under the Exchange Act and the rules and regulations
      thereunder.  This Deposit Agreement is enforceable against MIS in
      accordance with its terms, except as may be limited by bankruptcy, insolvency,
      moratorium, reorganization and other similar laws affecting the enforcement
      of
      creditors' rights generally.

     

    


    ARTICLE
      IV

    THE
      PREFERRED SHARES; NOTICES

     

    SECTION
      4.01.  Cash
      Distributions.  Whenever the Depositary shall receive any cash
      dividend or other cash distribution on the deposited Preferred Shares, including
      any cash received upon redemption of any Preferred Shares pursuant to Section
      2.03, the Depositary shall, subject to Section 3.02, distribute to record
      holders of Receipts on the record date fixed pursuant 

     

     

    
      
        
        

      

      
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    to
      Section 4.04 such amounts of such dividend or distribution as are, as nearly
      as
      practicable, in proportion to the respective numbers of Depositary Shares
      evidenced by the Receipts held by such holders; provided, however,
      that in case the Company or the Depositary shall be required to and shall
      withhold from any cash dividend or other cash distribution in respect of the
      Preferred Shares represented by the Receipts held by any holder an amount on
      account of taxes, the amount made available for distribution or distributed
      in
      respect of Depositary Shares represented by such Receipts subject to such
      withholding shall be reduced accordingly.  The Depositary shall
      distribute or make available for distribution, as the case may be, such amount
      as can be distributed without attributing to any holder of Receipts a fraction
      of one cent, and any balance not so distributable shall be held by the
      Depositary (without liability for interest thereon) and shall be added to and
      be
      treated as part of the next sum received by the Depositary for distribution
      to
      record holders of Receipts then outstanding.  Each holder of a Receipt
      shall provide the Depositary with its certified tax identification number on
      a
      properly completed Form W-8 or W-9, as may be applicable.  Each holder
      of a Receipt acknowledges that, in the event of non-compliance with the
      preceding sentence the Internal Revenue Code of 1986 as amended, may require
      withholding by the Depositary of a portion of any of the distribution to be
      made
      hereunder.

     

    SECTION
      4.02.  Distributions
      Other Than Cash.  Whenever the Depositary shall receive any
      distribution other than cash on the deposited Preferred Shares, the Depositary
      shall, subject to Section 3.02, distribute to record holders of Receipts on
      the
      record date fixed pursuant to Section 4.04 such amounts of the securities or
      property received by it as are, as nearly as practicable, in proportion to
      the
      respective numbers of Depositary Shares evidenced by the Receipts held by such
      holders, in any manner that the Depositary and the Company may deem equitable
      and practicable for accomplishing such distribution.  If, in the
      opinion of the Depositary after consultation with the Company, such distribution
      cannot be made proportionately among such record holders, or if for any other
      reason (including any requirement that the Company or the Depositary withhold
      an
      amount on account of taxes), the Depositary deems, after consultation with
      the
      Company, such distribution not to be feasible, the Depositary may, with the
      written approval of the Company, adopt such method as it deems equitable and
      practicable for the purpose of effecting such distribution, including the sale
      (at public or private sale) of the securities or property thus received, or
      any
      part thereof, at such place or places and upon such terms as it may deem
      proper.  The net proceeds of any such sale shall, subject to Section
      3.02, be distributed or made available for distribution, as the case may be,
      by
      the Depositary to record holders of Receipts as provided by Section 4.01 in
      the
      case of a distribution received in cash.  The Company shall not make
      any distribution of such securities or property to the holders of Receipts
      unless the Company shall have provided to the Depositary an opinion of counsel
      stating that the distribution of such securities or property has been registered
      under the Securities Act or that registration is not required.  The
      Company shall advise the Depositary of the nature of any property, and if the
      Depositary in its reasonable judgment determines that it may incur liability
      by
      reason of being deemed an owner thereof, the Depositary shall have the right
      to
      refuse such property, but the Depositary shall assist the Company in determining
      an appropriate means of distributing such property.

     

    SECTION
      4.03.  Subscription
      Rights, Preferences or Privileges.  (a)  If the Company
      shall at any time offer or cause to be offered to the persons in whose names
      deposited Preferred Shares are registered on the books of the Company any
      rights, preferences or privileges 

     

     

    
      
        
        

      

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

     

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

     

    (c)  If
      any
      other action under the law of any jurisdiction or any governmental or
      administrative authorization, consent or permit is required in order for such
      rights, preferences or privileges to be made available to holders of Receipts,
      the Company agrees that it will promptly notify the Depositary of such
      requirement and will to use its reasonable best efforts to take such action
      or
      obtain such authorization, consent or permit sufficiently in advance of the
      expiration of such rights, preferences or privileges to enable such holders
      to
      exercise such rights, preferences or privileges.

     

    The
      Depositary will not be deemed to have any knowledge of any item for which it
      is
      supposed to receive notification under any Section of this Deposit Agreement
      unless and until it has received such notification.

     

    SECTION
      4.04.  Notice
      of Dividends; Fixing of Record Date for Holders of
      Receipts.  Whenever any cash dividend or other cash distribution
      shall become payable, any 

     

     

    
      
        
        

      

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

     

    SECTION
      4.05.  Voting
      Rights.  Upon receipt of written notice of any meeting at which
      the holders of deposited Preferred Shares are entitled to vote, the Depositary
      shall, as soon as practicable thereafter, mail to the record holders of Receipts
      a notice, which shall be provided by the Company and which shall contain (i)
      such information as is contained in such notice of meeting, (ii) a statement
      that the holders of Receipts at the close of business on a specified record
      date
      fixed pursuant to Section 4.04 will be entitled, subject to any applicable
      provision of law, to instruct the Depositary as to the exercise of the voting
      rights pertaining to the amount of Preferred Shares represented by their
      respective Depositary Shares and (iii) a brief statement as to the manner in
      which such instructions may be given.  Upon the written request of a
      holder of a Receipt on such record date, the Depositary shall vote or cause
      to
      be voted the amount of Preferred Shares represented by the Depositary Shares
      evidenced by such Receipt in accordance with the instructions set forth in
      such
      request.  To the extent any such instructions request the voting of a
      fractional interest of a share of deposited Preferred Shares, the Depositary
      shall aggregate such interest with all other fractional interests resulting
      from
      requests with the same voting instructions and shall vote the number of whole
      votes resulting from such aggregation in accordance with the instructions
      received in such requests.  Each Preferred Share is entitled to one
      vote on all matters as to which the Preferred Shares vote and, accordingly,
      each
      Depositary Share is entitled to 1/100 of a vote on such matters.  The
      Company hereby agrees to take all such action that may be deemed necessary
      by
      the Depositary in order to enable the Depositary to vote such Preferred Shares
      or cause such Preferred Shares to be voted.  In the absence of
      specific instructions from the holder of a Receipt, the Depositary will abstain
      from voting (but, at its discretion, not from appearing at any meeting with
      respect to the applicable Preferred Shares unless directed to the contrary
      by
      the record holders of all the related Receipts) to the extent of the Preferred
      Shares represented by the Depositary Shares evidenced by such
      Receipt.  The Depositary shall not be required to exercise discretion
      in voting any Preferred Shares represented by the Depositary Shares evidenced
      by
      such Receipt.

     

    SECTION
      4.06.  Changes
      Affecting Preferred Shares and Reclassifications, Recapitalizations,
      etc.  Upon any change in par or stated value, split-up,
      combination or any other reclassification of Preferred Shares, or upon any
      recapitalization, reorganization, merger or consolidation affecting the Company
      or to which it is a party or sale of all or substantially all of the Company's
      assets, the Depositary shall, upon the written instructions of the Company,
      (i)
      make such adjustments in (a) the fraction of an interest represented by one
      Depositary Share in one Preferred Share and (b) the ratio of the redemption
      price per Depositary Share to the redemption price of a Preferred Share, in
      each
      case to fully reflect the effects of such change in 

     

     

    
      
        
        

      

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

     

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

     

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

     

    SECTION
      4.09.  Tax
      and Regulatory Compliance.  The Depositary shall be responsible
      for (i) preparation and mailing of 1099 forms for all open and closed accounts,
      (ii) foreign tax withholding, (iii) withholding 31% (or any withholding as
      may be required at the then applicable rate) of dividends from holders of
      Receipts subject to back-up withholding, (iv) mailing W-9 forms to new
      holders of Receipts without a certified taxpayer identification number, (v)
      processing certified W-9 forms, (vi) preparation and filing of state information
      returns and (vii) escheatment services.

     

     

    
      
        
        

      

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

     

    ARTICLE
      V

    THE
      DEPOSITARY AND THE COMPANY

     

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

     

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

     

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

     

    SECTION
      5.02.  Prevention
      or Delay in Performance by the Depositary, the Depositary's Agents, the
      Registrar or the Company.  Neither the Depositary, any
      Depositary's Agent, any Registrar nor the Company shall incur any liability
      to
      any holder of any Receipt, if by reason of any provision of any present or
      future law or regulation thereunder of the United States of America or of any
      other governmental authority or, in the case of the Company, the Depositary,
      the
      Depositary's Agent or the Registrar, by reason of any provision, present or
      future, of the Declaration of Trust or the Amendment to the Declaration or,
      in
      the case of the Company, the Depositary, the Depositary's Agent or the
      Registrar, by reason of any act of God 

     

     

    
      
        
        

      

      
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    or
      war or
      other circumstance beyond the control of the relevant party, the Depositary,
      any
      Depositary's Agent, the Registrar or the Company shall be prevented or forbidden
      from doing or performing any act or thing that the terms of this Deposit
      Agreement provide shall be done or performed; nor shall the Depositary, any
      Depositary's Agent, any Registrar or the Company incur any liability to any
      holder of a Receipt by reason of any nonperformance or delay, caused as
      aforesaid, in the performance of any act or thing that the terms of this Deposit
      Agreement provide shall or may be done or performed, or by reason of any
      exercise of, or failure to exercise, any discretion provided for in this Deposit
      Agreement.

     

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

     

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

     

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

     

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

     

    (e)  In
      the
      event any question or dispute arises with respect to the Depositary's duties
      hereunder, the Depositary shall not be required to act or be held liable or
      responsible for its failure or refusal to act until the question or dispute
      has
      been (i) judicially settled (and, if 

     

     

    
      
        
        

      

      
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    appropriate,
      the Depositary may file a suit in interpleader or for a declaratory judgment
      for
      such purpose) by final judgment rendered by a court of competent jurisdiction
      that is binding on all parties interested in the matter and is no longer subject
      to review or appeal, or (ii) settled by a written document in form and substance
      satisfactory to the Depositary and executed by the Company.  In
      addition, the Depositary may require for such purpose, but shall not be
      obligated to require, the execution of such written settlement by parties that
      may have an interest in the settlement.

     

    (f)  The
      Depositary shall not be responsible for any failure to carry out any instruction
      to vote any of the deposited Preferred Shares or for the manner or effect of
      any
      such vote made, as long as any such action or non-action does not result from
      bad faith, gross negligence or willful misconduct (which bad faith, gross
      negligence or willful misconduct must be determined by a final, non-appealable
      order, judgment, decree or ruling of a court of competent jurisdiction) of
      the
      Depositary.  The Depositary undertakes, and any Registrar shall be
      required to undertake, to perform such duties and only such duties as are
      specifically set forth in this Deposit Agreement, and no implied covenants
      or
      obligations shall be read into this Agreement or imposed upon the Depositary
      or
      any Registrar.

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    (k)  Any
      instructions given by the Company to the Depositary orally shall be confirmed
      in
      writing by the Company as soon as practical.  The Depositary shall not
      be liable for responsible and shall be fully authorized and protected for
      acting, or failing to act, in accordance with any oral instructions that do
      not
      conform with the written confirmation received in accordance with this Section
      5.03(k).

     

    (l)  In
      the
      event the Depositary, the Depositary’s Agent or any Registrar believes any
      ambiguity or uncertainty exists in any notice, instruction, direction, request
      or other communication, paper or document received by it pursuant to this
      Deposit Agreement, the Depositary, the Depositary’s Agent or Registrar shall
      promptly notify the Company of the details of such alleged ambiguity or
      uncertainty, and may, in its sole discretion, refrain from taking any action,
      and the Depositary, the Depositary’s Agent or Registrar shall be fully protected
      and shall incur no liability to any person from refraining from taking such
      action, absent gross negligence or willful misconduct (which gross negligence
      or
      willful misconduct must be determined by a final, non-appealable order,
      judgment, decree or ruling of a court of competent jurisdiction), unless and
      until (i) the rights of all parties have been fully and finally adjudicated
      by a
      court of appropriate jurisdiction or (ii) the Depositary, the Depositary’s Agent
      or Registrar receives written instructions with respect to such matter signed
      by
      the Company that eliminates such ambiguity or uncertainty to the satisfaction
      of
      the Depositary, the Depositary’s Agent or Registrar.

     

    SECTION
      5.03a.  Protections.

     

    Depositary
      hereunder:

     

    (a)           shall
      only act solely as agent for the Company under this Deposit Agreement and owes
      no duties hereunder to any other person;

     

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

     

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

     

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

     

    (e)           may
      rely on and shall be authorized and protected in acting or failing to act upon
      any certificate, instrument, opinion, notice, letter, telegram, telex, facsimile
      transmission, or other document or security delivered to Depositary and believed
      by Depositary to be genuine and to have been signed by the proper party or
      parties and shall have no responsibility for the accuracy thereof;

     

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    SECTION
      5.07.  Fees,
      Charges and Expenses.  No charges and expenses of the Depositary
      or any Depositary's Agent hereunder shall be payable by any person, except
      as
      provided in this Section 5.07.  The Company shall pay all transfer and
      other taxes and governmental charges arising solely from the existence of this
      Deposit Agreement.  The Company shall also pay all fees and expenses
      of the Depositary in connection with the initial deposit of the Preferred Shares
      and the initial issuance of the Depositary Shares evidenced by the Receipts,
      any
      redemption of the Preferred Shares at the option of the Company and all
      withdrawals of the Preferred Shares by holders of Depositary
      Shares.  All other fees and expenses of the Depositary and any
      Depositary's Agent hereunder and of any Registrar (including, in each case,
      fees
      and expenses of counsel) incident to the performance of their respective
      obligations hereunder including those incurred in the preparation, delivery,
      amendment and execution of this Deposit Agreement will be promptly paid as
      previously agreed between the Depositary and the Company.  The
      Depositary shall present its statement for fees and expenses to the Company
      every quarter or at such other intervals as the Company and the Depositary
      may
      agree.

     

    ARTICLE
      VI

    AMENDMENT
      AND TERMINATION

     

    SECTION
      6.01.  Amendment.  The
      form of the Receipts and any provision of this Deposit Agreement may at any
      time
      and from time to time be amended by agreement between the Company and upon
      the
      delivery of a certificate from an appropriate officer of the Company


     

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

    ARTICLE
      VII

    MISCELLANEOUS

     

    SECTION
      7.01.  Counterparts.  This
      Deposit Agreement may be executed in any number of counterparts and by each
      of
      the parties hereto on separate counterparts, each of which counterparts, when
      so
      executed and delivered, shall be deemed an original, but all such counterparts
      taken together shall constitute one and the same instrument.

     

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

    WEINGARTEN
      REALTY INVESTORS

    2600
      Citadel Plaza Drive

    Suite
      300

    Houston,
      Texas 77008

    Attention:  Corporate
      Secretary

    Telephone
      Number:  (713) 866-6000

    Facsimile:  (713)
      866-6072

    


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

     

    (b)  Any
      notices to be given to the Depositary hereunder or under the Receipts shall
      be
      in writing and shall be deemed to have been duly given if personally delivered
      or sent by mail, or by telegram or telex or telecopier (once receipt of such
      notice by mail, telegram or facsimile is confirmed by the Depositary), addressed
      to the Depositary at the Office to the attention of the Legal Department
      (telephone: (201) 680-2198; facsimile: (201) 680-4610) with a copy
      to:  Mellon Investor Services LLC, 600 North Pearl St., Suite 1010,
      Dallas, TX 75201, Attention: Mona Vorhees (telephone: (214) 922-4436; facsimile:
      (214) 922-4455).

     

    (c)  Any
      notices given to any record holder of a Receipt hereunder or under the Receipts
      shall be in writing and shall be deemed to have been duly given if personally
      delivered or sent by mail, or by telegram or telex or telecopier confirmed
      by
      letter, addressed to such record holder at the address of such record holder
      as
      it appears on the books of the Depositary or, if such holder shall have filed
      with the Depositary in a timely manner a written request that notices intended
      for such holder be mailed to some other address, at the address designated
      in
      such request.

     

    (d)  Delivery
      of a notice to the Company or the Depositary sent by mail, or by telegram or
      telex or telecopier shall be deemed to be effected at the time when verbal
      or
      written confirmation is received by the person or entity delivering such
      notice.  The Depositary or the Company may, however, act upon any
      notice sent by mail, telegram, telex or telecopier received 

     

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    by
      it
      from the other or from any holder of a Receipt, notwithstanding that such notice
      shall not subsequently be confirmed as aforesaid.

     

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

     

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

     

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

     

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

     

    SECTION
      7.09.  Assignment.  This
      Deposit Agreement may not be assigned, or otherwise transferred, in whole or
      in
      part, by either party without the prior written consent of the other party,
      which the other party will not unreasonably withhold, condition or delay; except
      that consent will not be required for an assignment to an MIS affiliate. Any
      attempted assignment in violation of the foregoing will be void.

     

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

     

     

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    


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

     

     

    
      


       

      
        	
                WEINGARTEN
                  REALTY INVESTORS

              
	 	 
	
                By:

              	/s/
                Stephen C. Richter
	 	
                Stephen
                  C. Richter

              
	 	Executive
                VP/CFO


      

      


       

      
        	
                MELLON
                  INVESTOR SERVICES LLC

              
	 	 
	
                By:

              	/s/
                Mona Voorhees
	 	
                Authorized
                  Signatory

              
	 	 


      

    

    


     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

     

    EXHIBIT
      A

     

     

    STOCK
      SUBJECT TO THE AGREEMENT

     

    
      
      

      
        	
                
                  Class
                    of Stock

                

              	 	
                
                  Number
                    of Authorized Shares/Receipts

                

              	 	
                
                  Number
                    of Authorized Shares/Receipts Issued and Outstanding (including
                    Treasury
                    Shares/Receipts)

                

              	 	
                
                  Number
                    of Authorized Shares/Receipts Reserved for Future Issuance Under
                    Existing
                    Agreements

                

              
	 	 	 	 	 	 	 
	
                Adjustable
                  Rate Series G Cumulative Redeemable Preferred Shares

              	 	
                80,000

              	 	
                80,000

              	 	
                0

              
	 	 	 	 	 	 	 
	
                Depositary
                  Shares

              	 	
                8,000,000

              	 	
                8,000,000

              	 	
                0

              


      

      


      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      B

    


    Form
      of Depositary Receipt

    


    


    Attached.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    EXHIBIT
      C

     

    DOCUMENTS
      AND NOTIFICATIONS TO BE DELIVERED TO MIS

     

    Concurrently
      with the execution of this Deposit Agreement, to the extent not previously
      provided by the Company to MIS, the Company shall provide MIS with the
      following:

     

    


    1.                 An
      adequate supply of Preferred Share certificates and Receipts.

     

    2.                 A
      copy of the resolutions adopted by the Board of Trust Managers of the Company
      appointing or authorizing the appointment of MIS as Registrar, Transfer Agent
      and Registrar and Dividend Disbursing Agent for the Preferred Shares and the
      Receipts, duly certified by the Secretary or Assistant Secretary of the Company
      under the corporate seal.

     

    3.                 A
      certificate of the Secretary or an Assistant Secretary of the Company, under
      its
      corporate seal, stating as follows:

     

     

    a)           this
      Deposit Agreement has been executed and delivered pursuant to the authority
      of  the Company's Board of Trust Managers;

     

    b)           the
      attached specimen Preferred Share certificate(s) and Receipt(s) are in
      substantially the form submitted to and approved by the Company's Board of
      Trust
      Managers for current use;

     

    c)           no
      Preferred Shares or Receipts have been reserved for future issuance except
      as
      set forth on the attached list of existing agreements pursuant to which
      Preferred Shares or Receipts have been reserved for future issuance, which
      list
      specifies the number of reserved Preferred Shares and Receipts subject to each
      such existing agreement and the substantive provisions thereof.

     

    d)           no
      Preferred Shares or Receipts are outstanding;

     

    e)           the
      name of each stock exchange upon which any of the Preferred Shares or Receipts
      are listed and the number and identity of the Preferred Shares or Receipts
      so
      listed;

     

    f)           the
      name and address of each co-Transfer Agent, Registrar (other than MIS) or
      co-Registrar for any of the Preferred Shares or Receipts and the extent of
      its
      appointment, or there are no co-Transfer Agents, Registrars (other than MIS)
      or
      co-Registrars for any of the Preferred Shares or Receipts; and

     

    g)           the
      officer(s) of the Company, who executed this Deposit Agreement as well as any
      certificates or papers delivered to MIS pursuant to this Deposit Agreement,
      were
      validly elected or appointed to, and are the incumbents of, the offices they
      purported to hold at the time of such execution and delivery, are authorized
      to
      execute this Deposit Agreement as well as all other certificates or papers
      delivered hereunder, and that their signatures on all such documentation are
      genuine.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Such
      Secretary's certificate shall contain a certificate of an officer of the
      Company, other than the officer executing the Secretary's certificate, stating
      that the person executing the Secretary's certificate was validly elected to,
      and is the Secretary or an Assistant Secretary of the Company and that his
      signature on the certificate is genuine.

     

    


    4.                 Opinion
      of counsel for the Company, addressed to MIS, to the effect that:

     

     

    a)           the
      Preferred Shares and Receipts issued and outstanding on the date hereof have
      been duly authorized, validly issued and are fully paid and are
      non-assessable;

     

    b)           the
      Preferred Shares and Receipts issued and outstanding on the date hereof have
      been duly registered under the Securities Act of 1933, as amended, and such
      registration has become effective, or are exempt from such registration; and
      have been duly registered under the Securities Exchange Act of 1934, as amended,
      or are exempt from such registration; and

     

    c)           the
      execution and delivery of this Deposit Agreement do not and will not conflict
      with, violate, or result in a breach of, the terms, conditions or provisions
      of,
      or constitute a default under, the charter or the by-laws of the Company, any
      law or regulation, any order or decree of any court or public authority having
      jurisdiction, or any mortgage, indenture, contract, agreement or undertaking
      to
      which the Company is a party or by which it is bound and this Agreement is
      enforceable against the Company in accordance with it terms, except as limited
      by bankruptcy, insolvency, moratorium, reorganization and other similar laws
      affecting the enforcement of creditors' rights generally.

    


     

    The
      Company further agrees to deliver an opinion of counsel as provided in this
      Exhibit C, Sections 4(a) and (b), upon any future original issuance of Preferred
      Shares or Receipts for which MIS will act as transfer agent
      hereunder.