ex10_1.htm


    
      

      

    

    EXHIBIT
      10.1


    
 

    Up
      to 8,000,000 Shares

     

    


     

    WEINGARTEN
      REALTY INVESTORS

     

    


     

    


     

    Series
      G Depositary Shares

     

    


     

    PURCHASE
      AGREEMENT

     

    September
      24, 2007

    Wachovia
      Investment Holdings, LLC

    301
      South
      College Street, DC-7

    One
      Wachovia Center

    Charlotte,
      North Carolina  28288

    


    Ladies
      and Gentlemen:

    


    Weingarten
      Realty Investors, a Texas real estate investment trust (the “Company”),
      proposes to issue and sell to Wachovia Investment Holdings, LLC, a Delaware
      limited liability company (the “Initial Purchaser”), up to 8,000,000
      Series G Depositary Shares, liquidation preference $25.00 per share (the
“Shares” or the “Series G Depositary Shares”).  Subject
      to the terms and conditions, representations and warranties set forth in this
      Purchase Agreement (this “Agreement”), Wachovia Investment Holdings, LLC
      has agreed to act as the Initial Purchaser in connection with the potential
      offering and sale of the Shares (as defined in Section
      1(a)).

     

    As
      provided in Section 7 of this Agreement, if the
      Company has not issued an irrevocable notice of redemption of the Shares by
      August 25, 2008, the Company shall be obligated to deliver to the Initial
      Purchaser by September 25, 2008 copies of an Offering Memorandum (the
“Offering Memorandum”) describing the Company and the terms of an
      offering of the Shares.  The Offering Memorandum shall be for the use
      of the Initial Purchaser in connection with its solicitation of offers to
      purchase the Shares, including purchases made pursuant to Rule 144A (“Rule
      144A”) under the Securities Act of 1933, as amended (the “Securities
      Act,” which term, as used in this Agreement, includes the rules and
      regulations of the Securities and Exchange Commission (the “Commission”)
      promulgated thereunder).  As used in this Agreement, the term
“Offering Memorandum” shall mean, with respect to any date or time referred to
      in this Agreement, any such Offering Memorandum, as amended or supplemented
      through such date and the Incorporated Documents (as defined in Section 2(B)(f)) in the then-most-recent form
      delivered by the Company to the Initial Purchaser in connection with its
      solicitation of offers to purchase the Shares.  Further, any reference
      to the Offering Memorandum shall be deemed to refer to and include any
      Additional Issuer Information (defined in Section
      7(A)(a)) furnished by the Company prior to the completion of the Initial
      Purchaser’s placement of the Shares to the Subsequent Purchasers (as defined
      below).

     

    As
      provided in Section 7(A) of this Agreement, the
      Company might become obligated to file with the Commission not later than
      September 25, 2008, and have declared 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    effective
      not later than October 27, 2008, a registration statement (the “Resale Shelf
      Registration Statement”) registering the resale of the Shares under the
      Securities Act by the holders, and the holders of the Shares might become
      entitled to the benefits of a related registration rights agreement (the
“Registration Rights Agreement”) to be negotiated between the Company and
      the Initial Purchaser.

     

    All
      references in this Agreement to financial statements and schedules and other
      information which is “contained,” “included” or “stated” in the Offering
      Memorandum (or other references of like import) shall be deemed also to refer
      to
      and include all such financial statements and schedules and other information
      which are incorporated by reference in the Offering Memorandum; and all
      references in this Agreement to amendments or supplements to the Offering
      Memorandum shall be deemed to mean and include the filing of any document under
      the Securities Exchange Act of 1934, as amended (the “Exchange Act,”
which term, as used in this Agreement, includes the rules and regulations
      of the
      Commission promulgated thereunder), which is incorporated by reference in the
      Offering Memorandum.

     

    The
      Shares are being offered and sold to the Initial Purchaser without being
      registered with the Commission under the Securities Act, in reliance upon the
      Section 4(2) private placement exemption therefrom.  The Company
      understands that, at any time on or after March 25, 2008, the Initial Purchaser
      might, but is under no obligation to, make an offering of the Shares on the
      terms and in the manner set forth in this Agreement and agrees that from and
      after such date the Initial Purchaser may resell, subject to the conditions
      set
      forth in this Agreement, all or a portion of the Shares to purchasers as
      described in this Agreement (the “Subsequent Purchasers”).  In
      that case, the Shares may be offered and sold to the Subsequent Purchasers
      without being registered with the Commission under the Securities Act in
      reliance upon exemptions therefrom, including sales to “qualified institutional
      buyers” under Rule 144A, or in transactions not subject
      thereto.  Further, the Company understands that, with respect to an
      offering of Shares at any time on or after March 25, 2008, the Initial Purchaser
      shall be permitted to transfer without restriction the Shares to Wachovia
      Capital Markets, LLC, or another affiliate for the purposes of offering such
      Shares.  From and after any such transfer, references herein to the
“Initial Purchaser” shall be deemed to refer to the Initial Purchaser and/or the
      Initial Purchaser’s transferee as applicable.

     

    The
      Company hereby confirms its agreement with the Initial Purchaser as
      follows:

     

    Section
      1.  Purchase,
      Sale and Delivery of the Shares.

     

    (a)  Purchase
      and Sale.  On the basis of the representations, warranties and
      agreements contained in this Agreement, and upon the terms but subject to the
      conditions set forth in this Agreement, the Initial Purchaser shall purchase
      from the Company, and the Company shall sell to the Initial Purchaser, 8,000,000
      Series G Depositary Shares (the “Shares”) each representing 1/100 of an
      Adjustable Rate Series G Cumulative Redeemable Preferred Share of the Company
      (the “Series G Preferred Shares”) pursuant to a Deposit Agreement in form
      and substance satisfactory to the Initial Purchaser (the “Deposit
      Agreement”) on the Closing Date (as defined in Section 1(c)(i) of this
      

     

     

    
      
        
        

      

      
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    Agreement),
      for the consideration specified in Section
      1(b).  On or before the Closing (as defined in Section 1(b)), the Company shall file with the County
      Clerk of Harris County, Texas, the Statement of Designation in the form attached
      hereto as Exhibit A (except for any changes proposed by the Company as
      are approved by the Initial Purchaser in its sole and absolute discretion)
      (the
“Statement”).

     

    (b)  Payment
      of Purchase Price and Delivery of Shares.  The purchase and sale
      of the Shares contemplated by this Agreement shall take place as set forth
      in
      Section 1(b)(i).

     

    (i)  At
      the closing (the “Closing”)
      on the Closing Date (as defined below), in addition to the other deliveries
      required by this Agreement, (x) the Initial Purchaser shall pay to the Company,
      by wire transfer of immediately available funds, $200,000,000.00 (the
“Purchase Price”), and (ii) the Company shall deposit with Mellon
      Investor Services, LLC, as depositary (the “Depositary”), a certificate
      representing 80,000 Series G Preferred Shares and shall deliver to the Initial
      Purchaser Series G Depositary Receipts (the “Depositary Receipts”)
      evidencing 8,000,000 Shares, registered in the name of Wachovia Investment
      Holdings, LLC or such other name(s) as the Initial Purchaser shall have
      specified no less than two business days prior to the Closing.

     

    (c)  Closing
      Date.

     

    (i)  The
      Closing shall take place at the
      offices of Locke, Liddell & Sapp LLP, Dallas, Texas, on September 25, 2007
      at 9:00 a.m. Dallas, Texas time, or such other date and time as is mutually
      agreeable to the Company and the Initial Purchaser (the “Closing
      Date”).

     

    (d)  Fee.

     

    (i)  At
      the Closing, the Company shall pay
      the Initial Purchaser by wire transfer of immediately available funds a fee
      equal to $6,300,000.00, which fee shall be paid other than from the proceeds
      of
      the sale of the Shares.

     

    (e)  Restriction
      on Transfer of Shares.

     

    (i)  Basic
      Restriction.  Until March 25, 2008, the Initial Purchaser shall
      not transfer any of the Shares without the prior written approval of the
      Company, which approval may be withheld in the Company’s sole and absolute
      discretion.  Thereafter, the Initial Purchaser may transfer any or all
      of the Shares without any approval from the Company, subject to the requirements
      of Rule 144A and any other applicable securities laws.

     

     

     

    
      
        
        

      

      
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    (ii)  REIT-Related
      Transfer Restrictions.  The Initial Purchaser acknowledges that
      Article XVIII of the Company’s Restated Declaration of Trust (the “Declaration”)
      prohibits certain transfers of Shares in order to preserve the Company’s status
      as a real estate investment trust (“REIT”)  under the Internal
      Revenue Code of 1986, as amended (the “Code”), and that the Company
      intends to disclose such transfer restrictions in the Offering
      Memorandum.

     

    Section
      2.  Representations
      and Warranties.

     

    (A)  Representations
      and Warranties of the Initial Purchaser.  The Initial Purchaser
      represents and warrants to and agrees with the Company as of the date hereof
      and
      as of the Closing Date as follows:

     

    (a)  Organization
      of the Initial Purchaser.  The Initial Purchaser has been
      incorporated and is validly existing as a limited liability company in good
      standing under the laws of Delaware.

     

    (b)  Authorization
      of Transaction.  The Initial Purchaser has, and at the Closing
      Date will have, full entity power to execute and deliver this Agreement and
      to
      perform its obligations hereunder.  This Agreement constitutes the
      valid and legally binding obligation of the Initial Purchaser, enforceable
      in
      accordance with its terms and conditions, subject to (i) the effect of
      bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or
      other similar laws now or hereafter in effect relating to or affecting the
      rights and remedies of creditors and (ii) the effect of general principles
      of
      equity, whether enforcement is considered in a proceeding in equity or at law,
      and the discretion of the court before which any proceeding therefor may be
      brought.  The Initial Purchaser need not give any notice to, make any
      filing with, or obtain any authorization, consent, or approval of any government
      or governmental agency in order to consummate the transactions contemplated
      by
      this Agreement, except for such as have been obtained and except for such as
      would not materially impede the transactions contemplated by this
      Agreement.

     

    (c)  Noncontravention.  Neither
      the execution and the delivery of this Agreement, nor the consummation of the
      transactions contemplated hereby, will violate any constitution, statute,
      regulation, rule, injunction, judgment, order, decree, ruling, charge, or other
      restriction of any government, governmental agency, or court to which the
      Initial Purchaser is subject or any provision of its organizational documents,
      except for such violations as would not materially impede the transactions
      contemplated by this Agreement.

     

    (d)  Disclosure
      of Information.  The Initial Purchaser represents that it and its
      representatives have (i) had an opportunity to ask questions and receive answers
      from the Company regarding the terms and conditions of the sale of the Shares
      and the business, properties, prospects and financial condition of the


     

     

    
      
        
        

      

      
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    Company
      and (ii) reviewed copies of the SEC Filings (as defined in Section 2(B)(d)).

     

    (e)  Investment
      Experience.  The Initial Purchaser has substantial experience as
      a purchaser of shares of companies similar to the Company and acknowledges
      that
      it is able to fend for itself, can bear the economic risk of its investment
      and
      could afford a complete loss of such investment, and has such knowledge and
      experience in financial or business matters that it is capable of evaluating
      the
      merits and risks of the investment in the Shares.  The Initial
      Purchaser acknowledges that in purchasing the Shares it must be prepared to
      continue to bear the economic risk of such investment for an indefinite period
      of time because (i) the Shares have not been registered under the Securities
      Act
      and cannot be sold unless they are subsequently registered under the Securities
      Act and applicable state securities laws, or unless exemptions from such
      registrations are available, and (ii) the Shares are subject to the restrictions
      on transfer set forth in Section 1(e) above and in
      Article XVIII of the Declaration.

     

    (f)  Initial
      Purchaser as Qualified Institutional Buyer.  The Initial
      Purchaser represents and warrants to the Company that it is a “qualified
      institutional buyer” within the meaning of Rule 144A under the Securities Act (a
“Qualified Institutional Buyer”) and an “accredited investor” within the
      meaning of Rule 501(a) under the Securities Act (an “Accredited
      Investor”).

     

    (g)  Restricted
      Shares.  The Initial Purchaser understands that the Shares are
      characterized as “restricted shares” under the federal securities laws inasmuch
      as they are being acquired from the Company in a transaction not involving
      a
      public offering and that under such laws and applicable regulations such shares
      may be resold without registration under the Securities Act only in certain
      limited circumstances.

     

    (h)  Legends.  It
      is understood that the certificates evidencing the Shares shall initially bear
      substantially the following legend (in addition to any legend otherwise required
      under applicable federal or state securities laws):

     

    “THE
      SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES
      LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR
      HYPOTHECATED UNLESS AND UNTIL REGISTERED IN THE ABSENCE OF SUCH REGISTRATION
      OR
      UNLESS SUCH TRANSACTION IS EXEMPT FROM OR NOT SUBJECT TO SUCH REGISTRATION
      REQUIREMENTS.

     

    THE
      HOLDER OF THIS SECURITY, BY ITS ACQUISITION HEREOF, AGREES THAT IT WILL NOT,
      PRIOR TO THE DATE THAT IS TWO YEARS AFTER THE LATER OF THE

     

     

    
      
        
        

      

      
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    ORIGINAL
      ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF
      THE
      COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY),
      RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY EXCEPT (a) TO THE
      COMPANY; (b) TO A PERSON THE HOLDER REASONABLY BELIEVES IS A QUALIFIED
      INSTITUTIONAL BUYER, AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (A “QIB”),
      IN COMPLIANCE WITH RULE 144A, (c) PURSUANT TO THE EXEMPTION FROM
      REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE AND
      ON
      THE UNDERSTANDING THAT THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL BEFORE
      REGISTERING ANY SUCH TRANSFER ON ITS SHARE TRANSFER RECORDS), (d) PURSUANT
      TO A
      SECURITIES ACT REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE AND
      THAT
      CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER, OR (e) PURSUANT TO
      ANOTHER AVAILABLE EXEMPTION, IF ANY, FROM SUCH REGISTRATION REQUIREMENTS OR
      IN A
      TRANSACTION NOT SUBJECT TO SUCH REGISTRATION REQUIREMENTS; AND AGREES THAT
      IT
      SHALL DELIVER TO EACH PERSON TO WHOM THE SECURITY EVIDENCED HEREBY IS
      TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.”

     

    (B)  Representations
      and Warranties of the Company.  The Company represents and warrants to
      and agrees with the Initial Purchaser as of the date hereof and as of the
      Closing Date (it being understood that such representations, warranties and
      agreements at the Closing Date shall be deemed to relate to the SEC Filings
      as
      amended or supplemented to such time) as follows:

     

    (a)  No
      Registration Required.  Subject to compliance by the Initial
      Purchaser with the representations and warranties set forth in Section 2(A)(e) and (f)
      and Section 8 of this Agreement and with the
      procedures set forth in Section 8 of this Agreement,
      it is not necessary in connection with the offer, sale and delivery of the
      Shares to the Initial Purchaser and to each Subsequent Purchaser in the manner
      contemplated by this Agreement to register the Shares under the Securities
      Act.

     

    (b)  No
      Integration of Offerings or General Solicitation.  The Company
      has not, directly or indirectly, solicited any offer to buy or offered to sell,
      and will not, directly or indirectly, solicit any offer to buy or offer to
      sell,
      in the United States or to any United States citizen or resident, any security
      which is or would be integrated with the sale of the Shares in a manner that
      would require the Shares to be registered under the Securities
      Act.  None of the Company, its affiliates (as 

     

     

    
      
        
        

      

      
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    such
      term
      is defined in Rule 501(b) under the Securities Act (each, an
“Affiliate”), or any person acting on its or any of their behalf (other
      than the Initial Purchaser, as to whom the Company makes no representation
      or
      warranty) has engaged or will engage, in connection with the offering of the
      Shares, in any form of general solicitation or general advertising within the
      meaning of Rule 502(c) under the Securities Act with respect to the Shares,
      other than maintaining the effectiveness of the Company’s current shelf
      registration statements.

     

    (c)  Eligibility
      for Resale.  The Shares are eligible for resale pursuant to Rule
      144A and are not of the same class as shares listed on a national securities
      exchange registered under Section 6 of the Exchange Act or quoted in a United
      States automated interdealer quotation system or shares of an open-end
      investment company, unit investment trust or face-amount certificate company
      that is or is required to be registered under Section 8 of the Investment
      Company Act of 1940 (the “Investment Company Act,” which term, as used in
      this Agreement, includes the rules and regulations of the Commission promulgated
      thereunder).

     

    (d)  SEC
      Filings.  The Annual Report of the Company on Form 10-K for the
      year ended December 31, 2006 filed by the Company with the Commission (including
      the portions of the Company’s proxy statement incorporated by reference therein)
      as supplemented by each Quarterly Report of the Company on Form 10-Q, each
      Current Report of the Company on Form 8-K filed or to be filed by the Company
      with the Commission since January 1, 2007, but not including any Current Reports
      on Form 8-K furnished to the Commission pursuant to Item 7.01 or Item 2.02
      (or
      any comparable provisions adopted by the Commission) of Form 8-K (collectively,
      the “SEC Filings”), do not include an untrue statement of any material
      fact or omit to state a material fact necessary in order to make the statements
      therein, in the light of the circumstances under which they were made, not
      misleading.

     

    (e)  The
      Offering Memorandum.  If delivered by the Company to the Initial
      Purchaser, the Offering Memorandum shall not, on the date of its delivery or
      thereafter through the completion of the Initial Purchaser’s placement of the
      Shares, include an untrue statement of a material fact or omit to state a
      material fact necessary in order to make the statements therein, in the light
      of
      the circumstances under which they were made, not misleading;
provided, however, that this representation, warranty and
      agreement shall not apply to any statements in, or omissions from, the Offering
      Memorandum made in reliance upon and in conformity with information furnished
      in
      writing to the Company by the Initial Purchaser expressly for inclusion in
      the
      Offering Memorandum or any amendment or supplement thereto.  The
      Company has not distributed and will not distribute, prior to the earlier of
      the
      Redemption Date (as defined in the Statement) and the completion of the Initial
      Purchaser’s placement of the Shares, any offering material in connection with
      the offering and sale of the Shares other than the Offering
      Memorandum.

     

     

    
      
        
        

      

      
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    (f)  Incorporated
      Documents.  If delivered by the Company to the Initial Purchaser,
      the Offering Memorandum shall incorporate by reference those filings by the
      Company pursuant to the Exchange Act that would be permitted to be incorporated
      by reference in a Registration Statement on Form S-3 filed by the Company
      pursuant to the Securities Act.  Any documents that are incorporated
      or deemed to be incorporated by reference in the Offering Memorandum at the
      time
      they were or hereafter are filed with the Commission (collectively, the
“Incorporated Documents”) complied and will comply in all material
      respects with the requirements of the Exchange Act and, when read together
      with
      the other information in the Offering Memorandum, do not and will not include
      an
      untrue statement of a material fact or omit to state a material fact required
      to
      be stated therein or necessary to make the statements therein, in the light
      of
      the circumstances under which they were made, not misleading.  The
      foregoing representation and warranties in this Section
      2(B)(f) shall not apply to any statements or omissions made in reliance on
      and in conformity with information relating to the Initial Purchaser furnished
      in writing to the Company by the Initial Purchaser expressly for inclusion
      in
      the Offering Memorandum or any amendment or supplement thereto;

     

    (g)  The
      Company is a real estate investment trust duly formed and validly existing
      under
      the laws of the State of Texas, with full power and authority to own, lease
      and
      operate its properties and to conduct its business as described in the SEC
      Filings; the Company is duly qualified to transact business and is in good
      standing in each other jurisdiction in which it owns or leases properties,
      or
      conducts any business, so as to require such qualification, or is subject to
      no
      material liability or disability by reason of the failure to be so qualified
      in
      any such jurisdiction, and holds all authorizations, approvals, orders,
      licenses, certificates and permits from all governmental authorities which
      are
      material to the conduct of its business.

     

    (h)  Each
      subsidiary of the Company has been duly formed and is validly existing as a
      corporation, trust, partnership, limited partnership or limited liability
      company, as the case may be, in good standing under the laws of the jurisdiction
      of its formation, has full power and authority to own, lease and operate its
      properties and to conduct its business as described in the SEC Filings and
      is
      duly qualified to transact business and is in good standing in each jurisdiction
      in which such qualification is required, whether by reason of the ownership
      or
      leasing of property or the conduct of business, except where the failure to
      so
      qualify would not have a material adverse effect or a prospective material
      adverse effect, on the condition, financial or otherwise, or the earnings or
      business affairs of the Company and its subsidiaries considered as one
      enterprise; all of the issued and outstanding capital stock or other ownership
      interests of each such subsidiary has been duly authorized and validly issued,
      is fully paid and non-assessable and is owned by the Company, directly or
      through subsidiaries, free and clear of any security interest, mortgage, pledge,
      lien, encumbrance, claim or equity.

     

     

    
      
        
        

      

      
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    (i)  Neither
      the Company nor any of its subsidiaries has sustained since the date of the
      latest audited financial statements included or incorporated by reference in
      the
      SEC Filings any material loss or interference with its business from fire,
      explosion, flood or other calamity, whether or not covered by insurance, or
      from
      any labor dispute or court or governmental action, order or decree, otherwise
      than as set forth or contemplated in the SEC Filings; and, since the respective
      dates as of which information is given in the SEC Filings, there has not been
      any change in the consolidated capital shares of the Company (except for
      issuances of the Company’s common shares of beneficial interest pursuant to the
      Company’s employee benefit and shares option plans, the Company’s Dividend
      Reinvestment and Share Purchase Plan and exchanges of operating partnership
      units) or any material change in the consolidated debt of the Company or any
      of
      its subsidiaries or any material decrease in consolidated net current assets
      or
      net assets or any material adverse change, or any development involving a
      prospective material adverse change, in or affecting the general affairs,
      management, financial position, shareholders’ equity or results of operations of
      the Company and its subsidiaries, otherwise than as set forth or contemplated
      in
      the SEC Filings, and there has been no material adverse change in the condition,
      financial or otherwise, or in the earnings, business affairs or business
      prospects of the Company and its subsidiaries considered as one enterprise,
      whether or not arising in the ordinary course of business.

     

    (j)  This
      Agreement has been duly and validly authorized, executed and delivered by the
      Company.

     

    (k)  The
      Company has an authorized capitalization as set forth in or incorporated by
      reference in the SEC Filings, and all of the issued capital shares of the
      Company have been duly and validly authorized and issued and are fully paid
      and
      non-assessable.

     

    (l)  The
      Series G Preferred Shares and the Shares have been duly and validly authorized,
      and, when the Series G Preferred Shares are issued and delivered pursuant to
      this Agreement, and when the Series G Preferred Shares have been deposited
      by
      the Company with the Depositary in accordance with the provisions of the Deposit
      Agreement, and the Depositary Receipts have been issued and delivered by the
      Depositary and paid for by the Initial Purchaser pursuant to this Agreement,
      such Series G Preferred Shares will be duly and validly issued and fully paid
      and non-assessable.

     

    (m)  If
      applicable, upon execution and delivery thereof pursuant to the terms of the
      Deposit Agreement, the persons in whose names the Depositary Receipts are
      registered will be entitled to the rights specified therein and in the Deposit
      Agreement, subject to (i) the effect of bankruptcy, insolvency, fraudulent
      conveyance, reorganization, moratorium or other similar laws now or hereafter
      in
      effect relating to or affecting the rights and remedies of creditors and (ii)
      the effect of general principles of equity, whether enforcement is considered
      in
      a 

     

     

    
      
        
        

      

      
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    proceeding
      in equity or at law, and the discretion of the court before which any proceeding
      therefor may be brought.

     

    (n)  The
      issue
      and sale of the Series G Preferred Shares and the compliance by the Company
      with
      all of the provisions of this Agreement and the Deposit Agreement, and the
      consummation of the transactions herein and therein contemplated will not
      conflict with or result in a breach or violation of any of the terms or
      provisions of, or constitute a default under, any indenture, mortgage, deed
      of
      trust, loan agreement or other agreement or instrument to which the Company
      or
      any of its subsidiaries is a party or by which the Company or any of its
      subsidiaries is bound or to which any of the property or assets of the Company
      or any of its subsidiaries is subject, nor will such action result in any
      violation of the provisions of the declaration of trust or by-laws of the
      Company or any statute or any order, rule or regulation of any court or
      governmental agency or body having jurisdiction over the Company or any of
      its
      subsidiaries or any of their respective properties; and no consent, approval,
      authorization, order, registration or qualification of or with any such court
      or
      governmental agency or body is required for the issue and sale of the Series
      G
      Preferred Shares or the consummation by the Company of the transactions
      contemplated by this Agreement or the Deposit Agreement, except such as have
      been, or will have been prior to the Closing Date, obtained under the Securities
      Act.

     

    (o)  Neither
      the Company nor any of its subsidiaries is in violation of its declaration
      of
      trust, charter or other governing instrument, as applicable, or by-laws or
      in
      default in the performance or observance of any material obligation, agreement,
      covenant or condition contained in any indenture, mortgage, deed of trust,
      loan
      agreement, lease or other agreement or instrument to which it is a party or
      by
      which it or its properties may be bound.

     

    (p)  Other
      than as set forth in the SEC Filings, there are no legal or governmental
      proceedings pending to which the Company or any of its subsidiaries is a party
      or of which any property of the Company or any of its subsidiaries is the
      subject which, if determined adversely to the Company or any of its
      subsidiaries, would individually or in the aggregate have a material adverse
      effect on the current or future consolidated financial position, shareholders’
equity or results of operations of the Company and its subsidiaries; and, to
      the
      best of the Company’s knowledge, no such proceedings are threatened or
      contemplated by governmental authorities or threatened by others.

     

    (q)  The
      consolidated financial statements together with related notes and schedules
      as
      set forth or incorporated by reference in the SEC Filings present fairly the
      financial position and the results of operations of the Company and its
      subsidiaries at the indicated dates and for the indicated
      periods.  Except as otherwise stated in the SEC Filings, such
      financial statements have been prepared in accordance with generally accepted
      accounting principles, applied on a consistent basis; and the supporting
      schedules included in the SEC Filings present fairly the information required
      to
      be stated therein.

     

     

    
      
        
        

      

      
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    (r)  The
      Company and its subsidiaries have good and marketable title to all real property
      and interests in its real property and good and marketable title to all its
      personal property, in each case free and clear of all pledges, liens,
      encumbrances, claims, security interests and defects, except as are described
      in
      the SEC Filings and except for property owned in the joint ventures,
      partnerships and bankruptcy-remote subsidiaries set forth in Exhibit B
      hereto or such as do not materially affect the value of such property and
      interests in the aggregate and do not interfere with the use made and proposed
      to be made of such property and interests by the Company and its subsidiaries
      taken as a whole; in the case of real property and interests in real property,
      the Company and its subsidiaries have obtained satisfactory confirmation
      (consisting of policies of title insurance or binders therefor or opinions
      of
      counsel based upon the examination of abstracts) confirming, except as is
      otherwise described in the SEC Filings, (a) that the Company and its
      subsidiaries have the foregoing title to such real property and interests in
      real property; provided, however, that in those cases in which such information
      is not current, the Company and its subsidiaries do not have notice of any
      material claim of any sort which has been asserted by anyone adverse to the
      Company’s or its subsidiaries challenging the Company’s or its subsidiaries’
title to such real property and interests in real property, and (b) that the
      instruments securing the indebtedness of third parties to the Company or its
      subsidiaries create valid liens upon the real properties described in such
      instruments enjoying the priorities intended, subject only to exceptions to
      title which have no materially adverse effect on the value of such real
      properties and interests; and any real property and buildings held under lease
      by the Company or its subsidiaries or leased by the Company or its subsidiaries
      to a third party are held or leased by them under valid, binding and enforceable
      leases conforming to the description thereof set forth in the SEC Filings,
      with
      such exceptions as are not material and do not interfere with the use made
      and
      proposed to be made of such property and buildings by the Company or its
      subsidiaries or such third party.

     

    (s)  The
      Company and its subsidiaries have filed all federal, state, local and foreign
      income tax returns which have been required to be filed on or before the due
      date (taking into account all extensions of time to file) and have paid or
      provided for all taxes indicated by said returns and all assessments received
      by
      them to the extent that taxes have become due.

     

    (t)  With
      respect to all tax periods regarding which the Internal Revenue Service is
      or
      will be entitled to assert any claim, the Company has met the requirements
      for
      qualification as a real estate investment trust under Sections 856 through
      860
      of the Internal Revenue Code of 1986, as amended (the “Code”), and the Company’s
      present and contemplated operations, assets and income continue to meet such
      requirements.

     

    (u)  The
      Company is not and, after giving effect to the offering and sale of the Series
      G
      Preferred Shares, will not be an “investment company” or an entity “controlled”
by an “investment company,” as such terms are defined in the Investment Company
      Act.

     

     

    
      
        
        

      

      
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    (v)  Deloitte
      & Touche llp (the “Accountants”), who have audited certain financial
      statements of the Company and its subsidiaries filed with the Commission as
      part
      of, or incorporated by reference in, the SEC Filings, and have audited the
      Company’s internal control over financial reporting and management’s assessment
      thereof are independent public accountants as required by the Securities Act
      and
      the rules and regulations of the Commission promulgated thereunder and the
      Public Company Accounting Oversight Board (United States).

     

    (w)  Although
      the Company is aware of the presence of hazardous substances, hazardous
      materials, toxic substances or waste materials (“Hazardous Materials”) on
      certain of its properties, nothing has come to the attention of the Company
      which, at this time, would lead the Company to believe that the presence of
      such
      Hazardous Materials, when considered in the aggregate, would materially and
      adversely affect the financial condition of the Company.  In
      connection with the construction on or operation and use of the properties
      owned
      or leased by the Company or any of its subsidiaries, the Company represents
      that, as of the date of this Agreement, it has no knowledge of any material
      failure by the Company or any of its subsidiaries to comply with all applicable
      local, state and federal environmental laws, regulations, ordinances and
      administrative and judicial orders relating to the generation, recycling, reuse,
      sale, storage, handling, transport and disposal of any Hazardous
      Materials.

     

    (x)  The
      Company and its subsidiaries carry or are entitled to the benefits of insurance,
      with financially sound and reputable insurers, in such amounts and covering
      such
      risks as is generally maintained by companies of established repute engaged
      in
      the same or similar business, and all such insurance is in full force and
      effect.

     

    (y)  The
      Company has established and maintains “disclosure controls and procedures” (as
      such term is defined in Rules 13a-15 and 15d-15 under the Exchange Act) that
      (A)
      are designed to ensure that material information relating to the Company,
      including its subsidiaries, is made known to the Company’s Chief Executive
      Officer and its Chief Financial Officer by others within those entities,
      particularly during the periods in which the filings made by the Company with
      the Commission which it may make under Section 13(a), 13(c), 14 or 15(d) of
      the
      Exchange Act are being prepared, (B) have been evaluated by the Chief Executive
      Officer and Chief Financial Officer for effectiveness as of a date within 90
      days prior to the filing of the Company’s most recent annual report filed with
      the Commission, and (C) are effective to perform the functions for which they
      were established.  The Company’s independent accountants and the audit
      committee of the board of trust managers of the Company have been advised of
      (x)
      any significant deficiencies in the design or operation of internal controls
      which could adversely affect the Company’s ability to record, process,
      summarize, and report financial data and (y) any fraud, whether or not material,
      that involves management or other employees who have a role in the Company’s
      internal controls.  Any material weaknesses in internal controls has
      been 

     

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    identified
      for the Company’s independent accountants.  Since the date of the most
      recent evaluation of such disclosure controls and procedures, there have been
      no
      significant changes in internal controls or in other factors that could
      significantly affect internal controls, including any corrective actions with
      regard to significant deficiencies and material weaknesses.

     

    (z)  No
      Limits on Redemption of Shares.  The redemption by the Company of
      the Shares in accordance with the Declaration would not constitute a breach
      or
      violation of, or a default under, or conflict with, or give any other party
      a
      right to terminate any of its obligations under, or result in the acceleration
      of any obligation under, or result in the creation or imposition of any lien,
      charge or encumbrance upon any assets of the Company or any of its subsidiaries
      pursuant to the terms or provisions of the Declaration or Bylaws of the Company,
      the declaration or certificate of incorporation or bylaws or partnership
      agreement or operating agreement of any of the subsidiaries or any material
      contract, lease or other instrument to which the Company or any of the
      subsidiaries is a party or by which any of their property may be bound or any
      judgment, ruling, decree, order, law, statute, rule or regulation of any court
      or other governmental agency or body applicable to the business or properties
      of
      the Company or any of the subsidiaries.

     

    (aa)  Certificates
      and Documents.  Any certificate or other document signed by any
      officer or authorized representative of the Company or any subsidiary, and
      delivered to the Initial Purchaser or to counsel for the Initial Purchaser
      in
      connection with the sale of the Shares shall be deemed a representation and
      warranty by such entity, as the case may be, to the Initial Purchaser as to
      the
      matters covered thereby.

     

    (bb)  No
      Brokers.  There are no contracts, agreements or understandings
      between the Company or any of its subsidiaries and any person that would give
      rise to a valid claim against the Company or the Initial Purchaser for a
      brokerage commission, finder’s fee or other like payment in connection with the
      offering, issuance and sale of the Shares, other than the fee payable to the
      Initial Purchaser pursuant to this Agreement.

     

    Section
      3.  Additional
      Covenants of the Company.  The Company further covenants and agrees
      with the Initial Purchaser as follows:

     

    (a)  Future
      Reports to the Initial Purchaser.  For so long as the Shares are
      outstanding and are held by the Initial Purchaser, the Company shall furnish
      to
      Wachovia Investment Holdings, LLC at the address set forth below as soon as
      available, copies of any report or communication of the Company mailed generally
      to holders of its capital shares or debt instruments, except for any such
      reports or communications available through the Commission’s EDGAR
      system.

     

    (b)  No
      Integration.  The Company agrees that it shall not make any offer
      or sale of securities if, as a result of the doctrine of “integration” referred
      to in Rule 502 under the Securities Act, such offer or sale would render
      unavailable 

     

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

     

    (for
      the
      purpose of (i) the sale of the Shares by the Company to the Initial Purchaser
      or
      (ii) the resale of the Shares by the Initial Purchaser to Subsequent Purchasers)
      the exemption from the registration requirements of the Securities Act provided
      by Section 4(2) thereof, including the provisions of Regulation D under the
      Securities Act, or by Rule 144A thereunder or otherwise.

     

    (c)  Due
      Diligence.  In connection with the original placement of the
      Shares, from the date hereof to the Closing Date, the Company agrees that the
      Initial Purchaser and counsel for the Initial Purchaser shall have the right
      to
      make reasonable inquiries into the business of the Company, and the Company
      also
      agrees to provide answers to such inquiries (to the extent that such information
      is available or can be acquired and made available without extraordinary effort
      or expense and to the extent the provision thereof is not prohibited by
      applicable law).

     

    (d)  Investment
      Company Act.  The Company agrees to take such steps as shall be
      necessary to ensure that neither the Company nor any subsidiary shall become
      an
“investment company” within the meaning of such term under the Investment
      Company Act.

     

    (e)  Payment
      of Company Expenses.  The Company agrees to pay all costs, fees
      and expenses incurred in connection with the performance of its obligations
      under this Agreement and in connection with the transactions contemplated by
      this Agreement and by the Offering Memorandum, including, without limitation,
      (i) all expenses incident to the issuance and delivery of the Shares (including
      all printing and engraving costs), (ii) all fees and expenses of the registrar
      and transfer agent of the Shares, (iii) all necessary issue, transfer and other
      stamp taxes in connection with the issuance and sale of the Shares to the
      Initial Purchaser, (iv) all fees and expenses of the Company’s counsel,
      independent public or certified public accountants and other advisors, (v)
      all
      costs and expenses incurred in connection with the preparation, printing,
      filing, shipping and distribution of the Offering Memorandum (including
      financial statements), and all amendments and supplements thereto, (vi) all
      filing fees, attorneys’ fees and expenses reasonably incurred by the Company or
      the Initial Purchaser in connection with qualifying or registering (or obtaining
      exemptions from the qualification or registration of) all or any part of the
      Shares for offer and sale or placement, as the case may be, under the Blue
      Sky
      laws and, if requested by the Initial Purchaser, preparing and printing a “Blue
      Sky Survey” or memorandum, and any supplements thereto, provided that
      in the case of the Initial Purchaser, such filing fees, attorneys’ fees and
      expenses shall not exceed $10,000, and (vii) the fees payable in connection
      with
      the inclusion of the Shares in The PORTAL Market (as hereinafter
      defined).  Except as provided in this Section
      3(e), Section 6 and Section 9 of this Agreement,
      the Initial Purchaser
      shall pay its own expenses.

     

    (f)  Registration
      Rights Agreement.  Unless the Shares have been redeemed, no later
      than September 25, 2008, the Company shall authorize the 

     

     

    
      
        
        

      

      
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    execution,
      delivery and performance of the Registration Rights Agreement (including
      provisions for Registration Default liquidated damages similar to those set
      forth in Section 7(A)(e) of this
      Agreement).

     

    (g)  No
      Limits on Redemption of Shares.  The Company will not, and will
      cause its subsidiaries not to, amend the Declaration or Bylaws of the Company,
      the declaration of trust or certificate of incorporation or bylaws or
      partnership agreement or operating agreement of any of the subsidiaries or
      amend
      or enter into any contract, lease or other instrument or suffer to exist any
      judgment, ruling, decree, or order of any court or other governmental agency
      or
      body applicable to the Company or any of its subsidiaries that would prohibit
      or
      restrict in any material manner the ability of the Company to redeem the
      Shares.

     

    The
      Initial Purchaser may, in its sole discretion, but shall not be required to,
      waive in writing the performance by the Company of any one or more of the
      foregoing covenants or extend the time for their performance.

     

    Section
      4.  Appointment
      of Wachovia Investment Holdings, LLC, as Initial Dividend Rate Calculation
      Agent.  The initial Dividend Rate Calculation Agent under the
      Statement of Designation for the Company is appointed as follows:

     

    (a)  Appointment
      of Calculation Agent.  Upon the terms and subject to the
      conditions set forth in this Section 4, effective
      from and after each Closing, the Company hereby appoints Wachovia Investment
      Holdings, LLC as its Dividend Rate Calculation Agent under the Statement (in
      such capacity, the “Calculation Agent”), and Wachovia Investment
      Holdings, LLC hereby accepts such appointment.

     

    (b)  Duties
      of Calculation Agent.  In acting under this Section 4, the Calculation Agent shall be obligated
      to
      perform only such duties as are set forth specifically herein and in the
      Statement as duties of the Dividend Rate Calculation Agent.  In acting
      under this Agreement, the Calculation Agent (in its capacity as such) assumes
      no
      obligation towards, or any relationship of agency or trust for or with, the
      holders of the Shares.

     

    (c)  Expenses.  The
      Company shall reimburse the Calculation Agent for all reasonable expenses,
      disbursements and advances incurred or made by the Calculation Agent in
      connection with the services rendered by it as Calculation Agent under this
      Agreement (including reasonable legal fees and expenses) upon receiving an
      accounting therefor from the Calculation Agent; provided,
      however, until March 25, 2008, the Calculation Agent shall pay its expenses
      incurred in its role as Calculation Agent.

     

    (d)  Rights
      and Liabilities of Calculation Agent.  The Calculation Agent
      shall incur no liability for, or in respect of, any action taken, omitted to
      be
      taken or suffered by it in reliance upon any certificate, affidavit,
      instruction, notice, request, direction, order, statement or other paper,
      document or 

     

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

     

    communication
      reasonably believed by it to be genuine and correct.  Any certificate,
      affidavit, instruction, notice, request, direction, order, statement or other
      paper, document or communication from the Company made or given by it and sent,
      delivered or directed to the Calculation Agent under, pursuant to or as
      permitted by any provision of this Agreement shall be sufficient for purposes
      of
      this Agreement if such communication is in writing and signed by any officer
      of
      the Company.  The Calculation Agent may consult with counsel
      satisfactory to it and, as to legal matters,  the opinion of such
      counsel shall constitute full and complete authorization and protection of
      the
      Calculation Agent with respect to any action taken, omitted to be taken or
      suffered by it hereunder in good faith and in accordance with and in reliance
      upon the opinion of such counsel.

     

    (e)  Right
      of Calculation Agent to Own Shares.  The Calculation Agent may
      act as Calculation Agent and it and its officers, employees and shareholders
      may
      become owners of, or acquire any interest in, Series G Preferred Shares, with
      the same rights as if the Calculation Agent were not the Calculation Agent,
      and
      may engage in, or have an interest in, any financial or other transaction with
      the Company or any of its affiliates as if the Calculation Agent were not the
      Calculation Agent hereunder.

     

    (f)  Termination,
      Resignation or Removal of Calculation Agent.  Wachovia Investment
      Holdings, LLC may at any time terminate its agreement to act as Calculation
      Agent by giving no less than 90 days’ written notice to the Company (which
      notice shall specify the date or event upon which such termination is to become
      effective) unless (i) the Company consents in writing to a shorter time or
      (ii)
      such termination is in connection with the sale of the Shares to a party not
      affiliated with the Initial Purchaser, in which case only 30 days’ prior written
      notice shall be required.  The Company may terminate its appointment
      of Wachovia Investment Holdings, LLC as Calculation Agent at any time by giving
      written notice to Wachovia Investment Holdings, LLC and specifying the date
      on
      which the termination shall become effective; provided,
      however, that no termination by the Calculation Agent or by the Company
      shall become effective prior to the date of the appointment of a successor
      Calculation Agent by the Company as provided in Section
      4(g) hereof and the acceptance of such appointment by such successor
      Calculation Agent.  Upon the receipt of written notice from Wachovia
      Investment Holdings, LLC that it will terminate its agreement to act as
      Calculation Agent, the Company shall use its reasonable best efforts to appoint
      a successor Calculation Agent within fifteen (15) days.  If an
      instrument of acceptance by a successor Calculation Agent shall not have been
      delivered to the resigning or terminated Calculation Agent within 30 days after
      the giving of such notice of resignation and the Company shall not have informed
      the Calculation Agent that it does not intend to appoint a successor Calculation
      Agent, the resigning Calculation Agent may petition any court of competent
      jurisdiction for the appointment of a successor Calculation
      Agent.  Upon termination by either party pursuant to the provisions of
      this Section 4(f), the Calculation Agent with
      respect to which this Agreement has been terminated shall be entitled to the
      reimbursement of all reasonable expenses, disbursements and 

     

     

    
      
        
        

      

      
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    advances
      incurred in connection with the services rendered by it hereunder, as provided
      by Section 4(c) hereof.

     

    (g)  Appointment
      of Successor Calculation Agent.  Any successor Calculation Agent
      appointed by the Company shall execute and deliver to the Calculation Agent
      and
      to the Company an instrument accepting such appointment, and thereupon such
      successor Calculation Agent shall, without any further act or instrument, become
      vested with all the rights, immunities, duties and obligations of the
      Calculation Agent, with like effect as if originally named as Calculation Agent
      hereunder, and the Calculation Agent shall thereupon be obligated to transfer
      and deliver, and such successor Calculation Agent shall be entitled to receive
      and accept copies of any available records maintained by the Calculation Agent
      in connection with the performance of its obligations hereunder.

     

    (h)  Indemnification.  The
      Company shall indemnify and hold harmless the Calculation Agent and its officers
      and employees from and against all actions claims, damages, liabilities, losses
      and expenses (including reasonable legal fees and expenses) relating to or
      arising out of actions or omissions in its capacity as Calculation Agent, except
      actions, claims, damages, liabilities, losses and expenses caused by the gross
      negligence or willful misconduct of the Calculation Agent or its officers or
      employees.  The indemnification provided by this Section 4(g) shall survive the redemption or exchange
      of the Shares and the termination of this Agreement.  The Company will
      not be liable for any settlement of any action or claim effected without its
      written consent.

     

    (i)  Merger,
      Consolidation or Sale of Business by Calculation Agent.  Any
      corporation into which the Calculation Agent may be merged, converted or
      consolidated, or any corporation resulting from any merger, conversion or
      consolidation to which the Calculation Agent may be a party, or any corporation
      to which the Calculation Agent may sell or otherwise transfer all or
      substantially all of its corporate trust business shall, to the extent permitted
      by applicable law, become the Calculation Agent under this Agreement without
      the
      execution of any document or any further act by the parties hereto.

     

    (j)  Consequential
      Damages.  In no event shall the Calculation Agent be liable for
      special, indirect or consequential loss or damage of any kind whatsoever
      (including but not limited to lost profits), even if the Calculation Agent
      has
      been advised of the likelihood of such loss or damage and regardless of the
      form
      of action.

     

    Section
      5.  Conditions
      to Closing

     

    (A)  Conditions
      to the Obligations of the Initial Purchaser.  The obligations of the
      Initial Purchaser to purchase and pay for the Shares as provided in this
      Agreement on the Closing Date shall be subject to the accuracy of the
      representations and warranties on the part of the Company as of the date of
      this
      Agreement and the Closing Date, as though then made, and to

     

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

     

    the
      timely performance by the Company of its covenants and other obligations under
      this Agreement to be performed at or prior to such date, and to each of the
      following additional conditions:

     

    (a)  Opinions
      of Company Counsel.  On the Closing Date, the Initial Purchaser
      shall have received the opinion of Locke Liddell & Sapp PLLC, securities and
      tax counsel for the Company, dated the Closing Date, in form and substance
      satisfactory to the Initial Purchaser.

     

    (b)  Company
      Certificate.  On the Closing Date the Initial Purchaser shall
      have received from the Company a certificate, dated the date of its delivery,
      signed by two officers of the Company holding the offices of (x) Chief Executive
      Officer and (y) Chief Financial Officer, or superior officers, in form and
      substance satisfactory to the Initial Purchaser, to the effect
      that:

     

    (i)  Either
      no request for information
      regarding the Shares or this private placement on the part of the staff of
      the
      Commission or any state “Blue Sky” authorities has been received, or if any such
      request has been received, it has been complied with to the satisfaction of
      the
      staff of the Commission or such authorities;

     

    (ii)  Each
      signer of such certificate has carefully examined the SEC Filings and, as of
      the
      date of such certificate, the SEC Filings do not contain any untrue statement
      of
      a material fact or omit to state any material fact required to be stated therein
      or necessary to make the statements therein, in the light of the circumstances
      in which they were made, not misleading.  All documents required to be
      filed under the Exchange Act since January 1, 2007 have been filed as
      required;

     

    (iii)  Each
      of
      the representations and warranties of the Company contained in this Agreement
      was, when originally made, and is, at the time such certificate is delivered,
      true and correct;

     

    (iv)  Each
      of
      the covenants required to be performed by the Company herein on or prior to
      the
      delivery of such certificate has been duly, timely and fully performed in all
      material respects, and each condition herein required to be complied with by
      the
      Company on or prior to the date of such certificate has been duly, timely and
      fully complied with;

     

    (v)  Except
      as
      set forth in the SEC Filings, as contemplated by this Agreement and the
      transactions referred to herein and as relating to or resulting from the
      issuance of the Company’s Series G Preferred Shares for the period from and
      after the date of this Agreement through the date of such certificate, (A)
      the
      Company and its subsidiaries, taken as a whole, have not incurred 

     

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

     

    any
      liabilities or obligations, direct or contingent, or entered into any
      transactions (other than, in each case, in the ordinary course of business
      consistent with past practice), that are material to the Company and its
      subsidiaries, taken as a whole, (B) there has not been any material change
      in the shares of beneficial interest, total debt of the Company and
      (C) there has not been any material adverse change, or any development
      involving a prospective material adverse change, in the financial condition,
      business, prospects, net worth or results of operations of the Company and
      its
      subsidiaries, taken as a whole.

     

    (c)  Other
      Documents.  At the Closing, counsel to the Initial Purchaser
      shall have been furnished with such other documents as such counsel may
      reasonably require in order to evidence the accuracy and completeness of any
      of
      the representations and warranties, or the fulfillment of any of the conditions,
      contained in this Agreement; and all proceedings taken by the Company in
      connection with the issuance and sale of the Shares as contemplated in this
      Agreement shall be satisfactory in form and substance to the Initial Purchaser
      and to counsel to the Initial Purchaser.

     

    (d)  No
      Unmet Commission Requests.  Any request for additional
      information on the part of the staff of the Commission or any state securities
      authorities regarding the Shares or this private placement shall have been
      complied with to the satisfaction of the staff of the Commission or such
      authorities.

     

    (e)  No
      Material Adverse Change.  Except as set forth in the SEC Filings,
      as contemplated by this Agreement and the transactions referred to herein and
      as
      relating to or resulting from the issuance of the Company’s Series G Preferred
      Shares since the date of this Agreement, (i) the Company and its subsidiaries,
      taken as a whole, shall not have incurred any liabilities or obligations, direct
      or contingent, or entered into any transactions (other than, in each case,
      in
      the ordinary course of business consistent with past practice), that are
      material to the Company and its subsidiaries taken as a whole, and (ii) there
      shall not have occurred any material change in the shares of beneficial
      interest, total debt of the Company, (iii) there shall not have occurred any
      material adverse change, or any development involving a prospective material
      adverse change, in the financial condition, business, prospects, net worth
      or
      results of operations of the Company and its subsidiaries, taken as a whole,
      and
      (iv) neither the Company nor any of its subsidiaries shall have sustained any
      material loss or interference with its business or properties from fire,
      explosion, flood or other casualty not covered by insurance if, in the
      reasonable judgment of the Initial Purchaser, any such loss or interference
      causes a material adverse effect.

     

    (f)  No
      Material Litigation Commenced.  Since the respective dates as of
      which information is given in the SEC Filings, there shall have been no
      litigation or other proceeding instituted against the Company or any of its
      

     

     

    
      
        
        

      

      
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    subsidiaries
      or any of their respective officers, directors or trust managers in their
      capacities as such, before or by any Federal, state or local court, commission,
      regulatory body, administrative agency or other governmental body, domestic
      or
      foreign, in which litigation or proceeding an unfavorable ruling, decision
      or
      finding would be reasonably expected to result in a material adverse
      effect.

     

    All
      such
      opinions, certificates, letters and other documents will be in compliance with
      the provisions hereof only if they are reasonably satisfactory in form and
      substance to the Initial Purchaser and its counsel.  If any condition
      specified in this Section 5(A) shall not have been
      fulfilled when and as required to be fulfilled, this Agreement may be terminated
      by the Initial Purchaser by notice to the Company at any time, and any such
      termination shall be without liability of any party to any other party, except
      that the indemnity and contribution agreements set forth in Section 4(h) and Section
      9 hereof, the provisions concerning payment of expenses under Section 3(e), and Section 6
      and the provisions relating to governing law shall remain in
      effect.

     

    (B)  Conditions
      to the Obligations of the Company.

     

    (a)  The
      obligations of the Company to sell the Shares as provided in this Agreement
      on
      the Closing Date shall be subject to the accuracy of the representations and
      warranties on the part of the Initial Purchaser as of the date of this Agreement
      and as of such Closing Date, as though then made, and to the timely performance
      by the Initial Purchaser of its covenants and other obligations under this
      Agreement to be performed at or prior to such date, and to the condition that
      there shall not be any injunction, judgment, order, decree, ruling or charge
      in
      effect preventing, or any litigation seeking to prevent or interfere with,
      the
      consummation of any of the transactions contemplated by this
      Agreement.

     

    (b)  If
      any
      condition specified in this Section 5(B) shall not
      have been fulfilled when and as required to be fulfilled, this Agreement may
      be
      terminated by the Company by notice to the Initial Purchaser at any time and
      any
      such termination shall be without liability of any party to any other party,
      except that the indemnity and contribution agreements set forth in Section 4(h) and Section
      9 hereof, the provisions concerning payment of expenses under Section 3(e) and Section 6
      and the provisions relating to governing law shall remain in
      effect.

     

    Section
      6.  Reimbursement
      of Initial Purchaser’s Expenses.  The Company agrees to pay the
      reasonable fees and expenses of counsel to the Initial Purchaser in connection
      with all of the transactions contemplated herein.  In addition, if the
      sale to the Initial Purchaser of the Shares on the Closing Date is not
      consummated because of any refusal, inability or failure on the part of the
      Company to perform any agreement herein or to comply with any provision of
      this
      Agreement, the Company agrees to reimburse the Initial Purchaser upon demand
      for
      all reasonable out-of-pocket expenses that shall have been incurred by the
      Initial Purchaser in connection with the proposed purchase and the offering
      and
      sale of the Shares to have been delivered at such Closing Date, including,
      but
      not limited to, fees and disbursements of advisors, travel expenses, postage,
      facsimile and telephone charges.

     

     

    
      
        
        

      

      
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    Section
      7.  Contingent
      Obligations of the Company if the Company Fails to Issue a Redemption Notice
      for
      the Shares by August 25, 2008.  If by 5:00 p.m. New York time on
      August 25, 2008 the Company has not delivered to the Initial Purchaser an
      irrevocable notice of redemption of all of the Shares with a Redemption Date
      on
      or before September 25, 2008, then the Company shall be obligated as set forth
      below in this Section 7; provided,
      however, that each and every such obligation shall terminate upon the
      redemption of all the Series G Preferred Shares by the Company; provided
      further, however, that such termination shall not relieve the
      Company from any liability for damages suffered by the Initial Purchaser as
      a
      result of any breach of such obligations by the Company prior to such
      termination.  Time shall be of the essence with respect to the
      Company’s compliance with the deadlines set forth in this Section 7.

     

    (A)  Creating
      a Marketable Security.

     

    (a)  Additional
      Issuer Information.  In order to render the Shares eligible for
      resale pursuant to Rule 144A under the Securities Act for the benefit of holders
      and beneficial owners from time to time of the Shares, the Company shall furnish
      at its expense upon request, while any of the Shares remain outstanding, to
      any
      holder of Shares or prospective purchasers of Shares the information specified
      in Rule 144A(d)(4) (such information, whether made available to holders or
      prospective purchasers or furnished to the Commission, is herein referred to
      as
“Additional Issuer Information”), unless the Company is then subject to
      Section 13 or 15(d) of the Exchange Act or exempt from reporting pursuant to
      Rule 12g3-2(b) of the Exchange Act.

     

    (b)  Offering
      Memorandum.  The Company shall prepare an Offering Memorandum of
      the sort customary in Rule 144A offerings (including all disclosures required
      by
      Rule 144A) for use by the Initial Purchaser in connection with resale of the
      Shares to Subsequent Purchasers, which shall be in final form no later than
      September 25, 2008.  The Offering Memorandum shall also disclose the
      REIT-related transfer limitations referred to in Section
      1(e) of this Agreement and other restrictions on transfer contained in the
      Declaration.  The Company agrees to furnish to the Initial Purchaser,
      without charge, as many copies of the Offering Memorandum and any amendments
      and
      supplements thereto as the Initial Purchaser shall reasonably request from
      time
      to time for use in connection with resales of the Shares.

     

    (c)  Resale
      Shelf Registration Statement.  If the Shares have not been
      redeemed, the Company shall, no later than September 25, 2008, file with the
      Commission the Resale Shelf Registration Statement, including a prospectus
      for
      use by the holders of the Shares, as selling shareholders of their Shares,
      and
      shall use its reasonable best efforts to have the Resale Shelf Registration
      Statement and a companion Form 8-A registration statement, if any, for the
      Shares declared effective no later October 27, 2008 and thereafter to keep
      such
      registrations continuously effective with respect to the Shares other than
      (i) Shares that have been exchanged or disposed of pursuant to the Resale
      Shelf Registration Statement, (ii)  Shares that are eligible to be sold
      pursuant to Rule 144(k) (or any similar provision then in force, but not Rule
      144A) under the Securities Act and 

     

     

    
      
        
        

      

      
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    (iii) 
      Shares that have ceased to be outstanding.  To the extent they are
      eligible, the Company shall use its reasonable best efforts to list the Shares
      on the New York Stock Exchange (“NYSE”) commencing upon the effective
      date of such Form 8-A.

     

    (d)  Registration
      Rights Agreement.  The Company shall in good faith negotiate with
      the Initial Purchaser and no later than September 25, 2008 shall sign the
      Registration Rights Agreement for the benefit of the holders of the Shares
      from
      time to time.  The Registration Rights Agreement may provide
      additional terms regarding the Resale Shelf Registration
      Statement.  The Registration Rights Agreement shall require the
      Company, upon the request of 20% in interest of the holders of the Shares,
      to
      file a demand registration statement (the “Demand Registration Statement”
and, together with the Resale Registration Statement, the “Registration
      Statements”) in connection with an underwritten offering of the Shares,
provided that the Company shall not be required to file more than one
      such demand registration.  In such underwritten offering, the Company
      and the Initial Purchaser shall cause its officers, attorneys and auditors
      to
      supply customary certificates, opinions and comfort letters at the
      closing.  The Registration Rights Agreement shall include customary
      indemnification and contribution agreements by each the Company and the Initial
      Purchaser for the benefit of each other under both Registration
      Statements.

     

    (e)  Liquidated
      Damages.  If the Shares have not been redeemed and (i) the Resale
      Shelf Registration Statement has not been filed with the Commission by September
      25, 2008, (ii) by October 27, 2008 such Resale Shelf Registration Statement
      has
      not been declared effective by the Commission, or (iii) after the Resale Shelf
      Registration Statement has been declared effective, it ceases to be effective
      or
      otherwise becomes unusable by the holders of Shares who are selling shareholders
      thereunder for any reason, and the aggregate number of calendar days in any
      consecutive twelve (12) month period for which the Resale Shelf Registration
      Statement shall not be usable exceeds 30 days in the aggregate (each such event
      referred to in clauses (i) through (iii), inclusive, a “Registration
      Default”), a cash payment which the Company acknowledges shall constitute
      liquidated damages for any such Registration Default (a “Default
      Payment”) shall be payable quarterly in arrears on each Dividend Payment
      Date (as defined in the Statement) to all record holders of the Shares other
      than (i) shares that have been exchanged or disposed of pursuant to the
      Resale Shelf Registration Statement, (ii)  Shares that are eligible to be
      sold pursuant to Rule 144(k) (or any similar provision then in force, but not
      Rule 144A) under the Securities Act and (iii)  Shares that have ceased to
      be outstanding (in addition to any regular distribution accruing or payable
      on
      such Shares) and will accrue beginning on (and including) the date on which
      any
      such Registration Default shall occur and ending on (but excluding) the date
      on
      which all Registration Defaults have been cured.  Default Payments
      shall accrue at a rate of $0.25 (equivalent to 1.00% of the $25.00 liquidation
      preference) per annum per Share.  The Company shall cause the Default
      Payments to be paid on the regular Dividend Payment Date, whether or


     

     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

     

    not
      the
      Company shall have declared a dividend or other distribution on the Shares
      for
      such quarter.

     

    The
      parties to this Agreement agree that the record holders of the Shares may suffer
      damages in the event that a Registration Default has occurred and is continuing,
      and that it would not be possible to ascertain the amount of such
      damages.  The parties to this Agreement further agree that the Default
      Payments shall be liquidated damages provided for in this Section 7(A)(e) of this Agreement and constitute a
      reasonable estimate of the damages that may be incurred by the holders by reason
      of a Registration Default.

     

    (f)  DTC
      Eligibility.  No later than September 25, 2008, the Company shall
      cause the Shares to be eligible for clearance and settlement through the
      facilities of The Depository Trust Company, including, if necessary and to
      the
      extent appropriate for a security intended to be traded under Rule 144A and
      to
      the extent allowed by applicable law, removal of the legends referred to in
Section 2(A)(h).

     

    (g)  PORTAL
      Market Inclusion.  Upon the request of the Initial Purchaser, the
      Company shall use its reasonable best efforts to cause the Shares to be eligible
      for trading in the Private Offering, Resales and Trading through Automated
      Linkages Market of the National Association of Securities Dealers, Inc. (the
      “PORTAL Market”).

     

    (h)  Ratings.  The
      Company shall use its commercially reasonable efforts to cause the Rating
      Agencies to issue ratings with respect to the Shares not later than September
      25, 2008, or as soon thereafter as practicable.

     

    (i)  Initial
      Purchaser’s Review of Final Offering Memorandum and Proposed Amendments and
      Supplements.  Prior to the delivery of any proposed Offering
      Memorandum or any proposed amendment or supplement thereto by the Company to
      the
      Initial Purchaser, the Company shall furnish to the Initial Purchaser for review
      a copy of such proposed Offering Memorandum or proposed amendment or supplement
      thereto, as the case may be, prior to printing such Offering Memorandum or
      any
      such amendment or supplement thereto, and the Company shall not print the
      Offering Memorandum or issue any proposed amendment or supplement containing
      any
      provision to which the Initial Purchaser or its counsel reasonably objects
      (with
      reasonable prior notice in writing to the Company).

     

    (j)  Amendments
      and Supplements to the Offering Memorandum, Registration Statements and Other
      Securities Law Matters.

     

    (i)  If,
      prior to the completion of the
      placement of the Shares by the Initial Purchaser with the Subsequent Purchasers,
      any event shall have occurred or condition exists as a result of which the
      Offering Memorandum or either Registration Statement, in each case 

     

     

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

     

    as
      then
      amended or supplemented, would include an untrue statement of a material fact
      or
      omit to state any material fact necessary in order to make the statements
      therein, in the light of the circumstances under which they were made when
      such
      document is delivered, not misleading, or if in the reasonable opinion of
      counsel for the Initial Purchaser it is otherwise necessary to amend or
      supplement the Offering Memorandum or either Registration Statement to comply
      with applicable law, the Company agrees promptly to prepare (subject to this
Section 7(A)), file with the Commission (with respect
      to any Registration Statement amendment or any documents incorporated by
      reference) and furnish at its own expense to the Initial Purchaser, such number
      of copies of amendments or supplements to the Offering Memorandum or a
      Registration Statement, as the case may be, as are reasonably requested by
      the
      Initial Purchaser containing such information as is necessary so that the
      statements therein as so amended or supplemented will not, in the light of
      the
      circumstances when such document is delivered to a purchaser, be misleading
      or
      so that such document, as amended or supplemented, will comply with applicable
      law.

     

    (ii)  Following
      the effectiveness of either Registration Statement and for so long as the Shares
      are outstanding if, in the judgment of the Initial Purchaser, the Initial
      Purchaser or any of its Affiliates is required to deliver a prospectus in
      connection with sales of, or market-making activities with respect to, the
      Shares, the Company agrees (A) periodically to amend the applicable Registration
      Statement so that the information contained therein complies with the
      requirements of Section 10(a) of the Securities Act, (B) to amend the applicable
      registration statement or supplement the related prospectus or the documents
      incorporated therein when necessary to reflect any material changes in the
      information provided therein so that the registration statement and the
      prospectus will not contain any untrue statement of a material fact or omit
      to
      state any material fact necessary in order to make the statements therein,
      in
      the light of the circumstances existing as of the date the prospectus is so
      delivered, not misleading and (C) to provide the Initial Purchaser with copies
      of each amendment or supplement filed and such other documents as the Initial
      Purchaser may reasonably request.

     

    (iii)  The
      Company hereby expressly acknowledges that the indemnification and contribution
      provisions of Section 9 of this Agreement are
      specifically applicable and relate to each offering memorandum, registration
      statement, prospectus, amendment or supplement referred to in this Section 7(A).

     

    (k)  Blue
      Sky Compliance.  The Company (i) shall cooperate with the Initial
      Purchaser and counsel for the Initial Purchaser to qualify or register the
      

     

     

    
      
        
        

      

      
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    Shares
      for sale under (or obtain exemptions from the application of) the Blue Sky
      or
      state or other securities laws of those jurisdictions (both domestic and
      foreign) as may be designated by the Initial Purchaser or its counsel, (ii)
      shall comply with such laws and (iii) shall continue such qualifications,
      registrations and exemptions in effect so long as required for the Initial
      Purchaser’s placement of the Shares to the Subsequent Purchasers;
provided, however, that the Company shall not be required to
      qualify as a foreign corporation or to take any action that would subject it
      to
      general service of process in any such jurisdiction where it is not presently
      qualified or where it would be subject to taxation as a foreign corporation;
      and
provided, further, that the Company may require that offers
      and sales in one or more jurisdictions must be made through brokers licensed
      in
      that jurisdiction.  The Company will advise the Initial Purchaser
      promptly of its knowledge of the suspension of the qualification or registration
      of (or any such exemption relating to) the Shares for offering, sale or trading
      in any jurisdiction or any initiation or threat of any proceeding for any such
      purpose, and, in the event of the issuance of any order suspending such
      qualification, registration or exemption, the Company shall use its best efforts
      to obtain the withdrawal thereof at the earliest possible moment.

     

    (l)  Exchange
      Act Filings.  Prior to the completion of the placement of the
      Shares by the Initial Purchaser with the Subsequent Purchasers, the Company
      shall file, on a timely basis, with the Commission and the NYSE all reports
      and
      documents required to be filed under Section 13 or 15(d) of the Exchange
      Act.

     

    (B)  Offering
      Commencement Date/Customary Rule 144A Deliveries.  If the Company
      fails to redeem all the Shares on or before September 25, 2008, then the Company
      shall deliver, and shall cause its attorneys, accountants and officers, as
      applicable, to deliver the following documents to the Initial Purchaser at
      the
      offices of Hunton & Williams LLP, Richmond, Virginia no later than 5:00 p.m.
      New York time on September 25, 2008, (the “Offering Commencement
      Date”).

     

    (a)  Opinions
      of Counsel.  On the Offering Commencement Date, the Initial
      Purchaser shall receive the corporate and federal income tax opinions of Locke
      Liddell & Sapp, securities and tax counsel for the Company, each dated the
      date of its delivery, in substantially the form set forth in Exhibit
      C.

     

    (b)  Accountant’s
      Comfort Letter.  On the Offering Commencement Date, the Initial
      Purchaser shall receive from the Accountants (who shall be independent public
      accountants within the meaning of Regulation S-X under the Securities Act and
      the Exchange Act) a letter dated as of such date addressed to the Initial
      Purchaser, containing statements and information of the type ordinarily included
      in an accountants’ “comfort letter” to underwriters of public offerings,
      delivered according to Statement of Auditing Standards No. 72 (or any successor
      bulletin), with respect to the audited, unaudited and pro forma, if any,
      financial statements and certain financial information contained, or
      incorporated by reference, in the Offering Memorandum in form and substance
      reasonably satisfactory to the Initial Purchaser.

     

     

    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    

     

    (c)  Officers’
      Certificate.  On the Offering Commencement Date, the Initial
      Purchaser shall receive from the Company a certificate, dated the date of its
      delivery, signed by each of the Chief Executive Officer and the Chief Financial
      Officer of the Company, in form and substance satisfactory to the Initial
      Purchaser, to the effect that:

     

    (i)  Any
      request for information regarding
      the Shares or the Rule 144A offering on the part of the staff of the Commission
      or any such authorities has been complied with to the satisfaction of the staff
      of the Commission or such authorities;

     

    (ii)  Each
      signer of such certificate has carefully examined the Offering Memorandum (which
      term includes the Incorporated Documents) and (A) as of the date of such
      certificate, such documents, taken together, do not include an untrue statement
      of any material fact or omit to state a material fact necessary in order to
      make
      the statements therein, in the light of the circumstances under which they
      were
      made, not misleading and (B) no event has occurred as a result of which it
      would
      be necessary to amend or supplement the Offering Memorandum in order to make
      the
      statements therein not untrue or misleading in any material
      respect.  All documents required to be filed under the Exchange Act
      since January 1, 2007 have been filed as required;

     

    (iii)  Each
      of
      the representations and warranties of the Company contained in this Agreement
      was, when originally made, and is, at the time such certificate is delivered,
      true and correct in all material respects;

     

    (iv)  Each
      of
      the covenants required to be performed by the Company herein on or prior to
      the
      delivery of such certificate has been duly, timely and fully performed in all
      material respects, and each condition herein required to be complied with by
      the
      Company on or prior to the date of such certificate has been duly, timely and
      fully complied with;

     

    (v)  Except
      as
      set forth in the SEC Filings, as contemplated by this Agreement and the
      transactions referred to herein and as relating to or resulting from the
      issuance of the Company’s Series G Preferred Shares for the period from and
      after the date of this Agreement through the date of such certificate, (A)
      the
      Company and its subsidiaries, taken as a whole, have not incurred any
      liabilities or obligations, direct or contingent, or entered into any
      transactions (other than, in each case, in the ordinary course of business
      consistent with past practice), that are material to the Company and its
      subsidiaries, taken as a whole, (B) there has not occurred any material
      change in the shares of beneficial interest, total

     

     

    
      
        
        

      

      
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    debt
      of
      the Company and (C) there has not occurred any material adverse change, or
      any development involving a prospective material adverse change, in the
      financial condition, business, prospects, net worth or results of operations
      of
      the Company and its subsidiaries, taken as a whole.

     

    (vi)  Other
      Documents.  On the Offering Commencement Date, counsel to the
      Initial Purchaser shall be furnished with such other documents as such counsel
      may reasonably require in order to evidence the accuracy and completeness of
      any
      of the representations and warranties, or the fulfillment of any of the
      conditions, contained in this Agreement.

     

    All
      such
      opinions, certificates, letters and other documents will be in compliance with
      the provisions hereof only if they are reasonably satisfactory in form and
      substance to the Initial Purchaser and its counsel.  The Initial
      Purchaser may, in its sole discretion, but shall not be required to, waive
      in
      writing the performance by the Company of any one or more of the foregoing
      covenants or extend the time for their performance.

     

    Section
      8.  Offer,
      Sale and Resale Procedures.  The Initial Purchaser and the Company
      hereby establish and agree to observe the following procedures in connection
      with the offer and sale of the Shares:

     

    (a)  Offers
      and Sales only to Qualified Institutional Buyers or Institutional Accredited
      Investors.  Offers and sales of the Shares will be made only by
      the Initial Purchaser or Affiliates thereof qualified or registered to do so
      in
      the jurisdictions in which such offers or sales are made.  Each such
      offer or sale shall be made only:

     

    (i)  to
      persons whom the offeror or seller,
      or any person acting on behalf of them, reasonably believes to be qualified
      institutional buyers (as defined in Rule 144A under the Securities Act);
      or

     

    (ii)  to
      a
      limited number of other institutional accredited investors (as such term is
      defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities
      Act) that the offeror or seller reasonably believes to be and, with respect
      to
      sales and deliveries, that are Accredited Investors (“Institutional
      Accredited Investors”).

     

    (b)  No
      General Solicitation.  The Shares will be offered by approaching
      prospective Subsequent Purchasers on an individual basis.  No general
      solicitation or general advertising (within the meaning of Rule 502(c) under
      the
      Securities Act) will be used in connection with the offering of the
      Shares.

     

    (c)  Purchases
      by Non-Bank Fiduciaries.  In the case of a non-bank Subsequent
      Purchaser of Shares acting as a fiduciary for one or more third parties,


     

     

    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

      

    

     

    in
      connection with an offer and sale to such purchaser pursuant to Section 8(a) above, each third party shall, in the
      reasonable judgment of the Initial Purchaser, be a Qualified Institutional
      Buyer.

     

    (d)  Rule
      144A Reliance and Restrictions on Transfer.  The Offering
      Memorandum shall make prospective offerees aware of the reliance by the offeror
      and/or seller on the exemption provided by Rule 144A and shall provide that
      investors that acquire any Shares shall be deemed to have agreed that such
      Shares may only be resold or otherwise transferred if such Shares are registered
      for sale under the Securities Act, or pursuant to an available exemption from
      the registration requirements of the Securities Act (including Rule 144A),
      or in
      a transaction not otherwise subject to the Securities Act.

     

    (e)  No
      Liability of Initial Purchaser Following the Sale of the
      Shares.  Following the sale of the Shares by the Initial
      Purchaser to Subsequent Purchasers pursuant to the terms of this Agreement,
      the
      Initial Purchaser shall not be liable or responsible to the Company for any
      losses, damages or liabilities suffered or incurred by the Company including
      any
      losses, damages or liabilities under the Securities Act, arising from or
      relating to any subsequent resale or transfer of any Shares other than by the
      Initial Purchaser.

     

    Section
      9.  Indemnification
      and Contribution.

     

    The
      Company agrees to indemnify and hold harmless the Initial Purchaser, its
      officers and directors, and each person, if any, who controls the Initial
      Purchaser within the meaning or either Section 15 of the Securities Act or
      Section 20 of the Exchange Act, from and against any and all losses, claims,
      damages and liabilities (including without limitation the legal fees and other
      expenses incurred in connection with any suit, action or proceeding or any
      claim
      asserted) caused by any untrue statement or alleged untrue statement of a
      material fact contained in any Offering Memorandum (as amended or supplemented
      if the Company shall have furnished any amendments or supplements thereto),
      or
      caused by any omission or alleged omission to state therein a material fact
      required to be stated therein or necessary to make the statements therein,
      in
      light of the circumstances under which they were made, not misleading except
      insofar as such losses, claims, damages or liabilities are caused by any untrue
      statement or omission or alleged untrue statement or omission made in reliance
      upon and in conformity with information relating to the Initial Purchaser
      furnished to the Company in writing by the Initial Purchaser expressly for
      use
      therein.  The foregoing indemnity agreement shall be in addition to
      any liability which the Company may otherwise have.

     

    The
      Initial Purchaser agrees to indemnify and hold harmless the Company and the
      Company’s officers and trust managers and each person who controls the Company
      within the meaning of Section 15 of the Securities Act and Section 20 of the
      Exchange Act, to the same extent as the foregoing indemnity from the Company
      to
      the Initial Purchaser, but only with reference to information relating to the
      Initial Purchaser furnished to the Company in writing by the Initial Purchaser
      expressly for use in the Offering Memorandum or any amendment or supplement
      thereto.  Notwithstanding the preceding, in no case shall the Initial
      Purchaser be 

     

     

    
      
        
        

      

      
        -28-

        
          

        

      

      
        
        

      

    

     

    liable
      or
      responsible for any amount in excess of the fee specified in Section 1(d) received by such Initial Purchaser in
      connection with the purchase of the Shares pursuant to this
      Agreement.

     

    If
      any
      suit, action, proceeding (including any governmental or regulatory
      investigation), claim or demand shall be brought or asserted against any person
      in respect of which indemnity may be sought pursuant to either of the two
      preceding paragraphs, such person (the “Indemnified Person”) shall
      promptly notify the person against whom such indemnity may be sought (the
“Indemnifying Person”) in writing, and the Indemnifying Person, upon
      request of the Indemnified Person, shall retain counsel reasonably satisfactory
      to the Indemnified Person to represent the Indemnified Person and any others
      the
      Indemnifying Person may designate in such proceeding and shall pay the fees
      and
      expenses of such counsel related to such proceeding.  In any such
      proceeding, any Indemnified Person shall have the right to retain its own
      counsel, but the fees and expenses of such counsel shall be at the expense
      of
      such Indemnified Person unless (i) the Indemnifying Person and the Indemnified
      Person shall have mutually agreed to the contrary, (ii) the Indemnifying Person
      has failed within a reasonable time to retain counsel reasonably satisfactory
      to
      the Indemnified Person or (iii) the named parties in any such proceeding
      (including any impleaded parties) include both the Indemnifying Person and
      the
      Indemnified Person and representation of both parties by the same counsel would
      be inappropriate due to actual or potential differing interests between
      them.  It is understood that the Indemnifying Person shall not, in
      connection with any proceeding or related proceeding in the same jurisdiction,
      be liable for the fees and expenses of more than one separate firm (in addition
      to any local counsel) for all Indemnified Persons, and that all such fees and
      expenses shall be reimbursed as they are incurred.  Any such separate
      firm for the Initial Purchaser and such control persons of Initial Purchaser
      shall be designated in writing by Wachovia Capital Markets, LLC and any such
      separate firm for the Company, their directors, their officers and such control
      persons of the Company or authorized representatives shall be designated in
      writing by the Company.  The Indemnifying Person shall not be liable
      for any settlement of any proceeding effected without its written consent,
      but
      if settled with such consent or if there be a final judgment for the plaintiff,
      the Indemnifying Person agrees to indemnify any Indemnified Person from and
      against any loss or liability by reason of such settlement or
      judgment.  Notwithstanding the foregoing sentence, if at any time an
      Indemnified Person shall have requested an Indemnifying Person to reimburse
      the
      Indemnified Person for fees and expenses of counsel as contemplated by the
      third
      sentence of this paragraph, the Indemnifying Person agrees that it shall be
      liable for any settlement of any proceeding effected without its written consent
      if (i) such settlement is entered into more than 30 days after receipt by such
      Indemnifying Person of the aforesaid request and (ii) such Indemnifying
      Person shall not have reimbursed the Indemnified Person in accordance with
      such
      request prior to the date of such settlement.  If it is ultimately
      determined that an Indemnified Person was not entitled to indemnification
      hereunder, such Indemnified Person shall be responsible for repaying or
      reimbursing the Indemnifying Person for any amounts so paid or incurred by
      such
      Indemnifying Person pursuant to this paragraph.  No Indemnifying
      Person shall, without the prior written consent of the Indemnified Person,
      effect any settlement of any pending or threatened proceeding in respect of
      which any Indemnified Person is or could have been a party and indemnity could
      have been sought hereunder by such Indemnified Person, unless such settlement
      (i) includes an unconditional release of such Indemnified Person from all
      liability on claims that are the subject matter of such proceeding and (ii)
      does
      not include a statement as to, or an admission of, fault, culpability or a
      failure to act by or on behalf of an Indemnified Person.  In no event
      shall any Indemnifying Person have any 

     

     

    
      
        
        

      

      
        -29-

        
          

        

      

      
        
        

      

    

     

    liability
      or responsibility in respect of the settlement or compromise of, or consent
      to
      the entry of any judgment with respect to any pending or threatened action
      or
      claim effected without its prior written consent.

     

    If
      the
      indemnification provided for in the first and second paragraphs of this Section 9 is unavailable or insufficient to hold
      harmless an Indemnified Person in respect of any losses, claims, damages or
      liabilities referred to therein, then each Indemnifying Person under such
      paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall
      contribute to the amount paid or payable by such Indemnified Person as a result
      of such losses, claims, damages or liabilities (a) in such proportion as is
      appropriate to reflect the relative benefits received by the Company on the
      one
      hand and the Initial Purchaser on the other hand from the offering of the Shares
      or (b) if the allocation provided by clause (a) above is not permitted by
      applicable law, in such proportion as is appropriate to reflect not only the
      relative benefits referred to in clause (a) above but also the relative fault
      of
      the Company on the one hand and the Initial Purchaser on the other in connection
      with the statements or omissions that resulted in such losses, claims, damages
      or liabilities, as well as any other relevant equitable
      considerations.  The relative benefits received by the Company on the
      one hand and the Initial Purchaser on the other shall be deemed to be in the
      same respective proportions as the net proceeds from the offering of such Shares
      (before deducting expenses other than fees payable pursuant to Section 1(d) herein) received by the Company and the
      total underwriting discounts and the commissions received by the Initial
      Purchaser bear to the aggregate public offering price of the
      Shares.  The relative fault of the Company on the one hand and the
      Initial Purchaser on the other shall be determined by reference to, among other
      things, whether the untrue or alleged untrue statement of a material fact or
      the
      omission or alleged omission to state a material fact relates to information
      supplied by the Company on the one hand or by the Initial Purchaser on the
      other
      and the parties’ relative intent, knowledge, access to information and
      opportunity to correct or prevent such statement or omission.

     

    The
      Company and the Initial Purchaser agree that it would not be just and equitable
      if contribution  pursuant to this Section
      9 were determined by pro rata allocation or by any other method of
      allocation that does not take account of the equitable considerations referred
      to in the immediately preceding paragraph.  The amount paid or payable
      by an Indemnified Person as a result of the losses, claims, damages and
      liabilities referred to in the immediately preceding paragraph shall be deemed
      to include, subject to the limitations set forth above, any legal or other
      expenses incurred by such Indemnified Person in connection with investigating
      or
      defending any such action or claim.  Notwithstanding the provisions of
      this Section 9, in no event shall the Initial
      Purchaser be required to contribute any amount in excess of the fee, specified
      in Section 1(d), received by the Initial Purchaser
      in connection with the purchase of the Shares pursuant to this
      Agreement.  No person guilty of fraudulent misrepresentation (within
      the meaning of Section 11(f) of the Securities Act) shall be entitled to
      contribution from any person who was not guilty of such fraudulent
      misrepresentation.

     

    The
      remedies provided for in this Section 9 are not
      exclusive and shall not limit any rights or remedies which may otherwise be
      available to any indemnified party at law or in equity.

     

     

    
      
        
        

      

      
        -30-

        
          

        

      

      
        
        

      

    

     

    The
      indemnity and contribution agreements contained in this Section 9 and the representations, warranties and
      covenants of the Company and the Initial Purchaser set forth in this Agreement
      shall remain operative and in full force and effect regardless of (a) any
      termination of this Agreement, (b) any investigation made by or on behalf of
      the
      Initial Purchaser or any person controlling the Initial Purchaser or by or
      on
      behalf of the Company, its officers or directors or any other person controlling
      the Company and (c) acceptance of and payment for any of the
      Shares.

     

    Section
      10.  Representations
      and Agreements to Survive Delivery.  The agreements set forth in Section 6, Section 7, Section
      8 and Section 9
      shall remain operative and in full force and effect, regardless of any
      investigation made by or on behalf of the Initial Purchasers or any controlling
      person of the Initial Purchaser, or by or on behalf of the Company or of any
      of
      its subsidiaries, and shall survive delivery of and payment for the
      Shares.

     

    Section
      11.  Notices.  All
      notices or communications hereunder shall be in writing and shall be mailed,
      delivered or telecopied and confirmed (including confirmation by email if so
      indicated):

     

    (a)  if
      to the
      Company, to:

     

    Weingarten
      Realty Investors

    2600
      Citadel Plaza Drive

    P.O.
      Box
      924133

    Houston,
      Texas  77292-4133

    Attention:  Chief
      Executive Officer

    Telecopy:  (713)
      866-6072

    E-mail:  dalexander@weingarten.com

    


    with
      a copy to:

    


    Locke
      Liddell & Sapp

    2200
      Ross
      Avenue,

    Suite
      2200

    Dallas,
      Texas  75201-6776

    Attention:  Gina
      Belts, Esq.

    Telecopy:  (214)
      740-8000

    E-mail:  gbetts@lockeliddell.com

    


    (b)  and
      if to
      the Initial Purchaser to:

     

    Wachovia
      Investment Holdings, LLC

    301
      South
      College Street, DC-7

    One
      Wachovia Center

    Charlotte,
      North Carolina  28288

    Attention:  Ms.
      Teresa Hee

    Telecopy:  (704)
      383-9165

    E-Mail:  teresa.hee@wachovia.com

     

     

    
      
        
        

      

      
        -31-

        
          

        

      

      
        
        

      

    

    


    with
      a copy to:

    


    Hunton
      & Williams LLP

    Riverfront
      Plaza, East Tower

    951
      East
      Byrd Street

    Richmond,
      Virginia  23219-4074

    Attention:  James
      S. Seevers, Jr., Esq.

    Telecopy:  (804)
      788-8200

    E-Mail:
      jseevers@hunton.com

    


    Any
      party
      to this Agreement may change such address for notices by sending to the other
      parties to this Agreement written notice of a new address for such
      purpose.

     

     

    
      
        
        

      

      
        -32-

        
          

        

      

      
        
        

      

    

     

    Section
      12.  Parties.  This
      Agreement shall inure to the benefit of and be binding upon the Initial
      Purchaser and the Company and their respective successors.  Nothing
      expressed or mentioned in this Agreement is intended, or shall be construed,
      to
      give any person, firm or corporation, other than the parties hereto and their
      respective successors and the controlling persons and officers, trust managers
      and directors referred to in Section 4(h) and Section 9 hereof and their
      heirs and legal
      representatives, any legal or equitable right, remedy or claim under or in
      respect of this Agreement or any provision herein contained.  This
      Agreement and all conditions and provisions hereof are intended to be for the
      sole and exclusive benefit of the parties hereto and respective successors
      and
      said controlling persons and officers, trust managers and directors and their
      heirs and legal representatives, and for the benefit of no other person, firm
      or
      corporation.  No purchaser of Shares shall be deemed to be a successor
      by reason merely of such purchase.

     

    Section
      13.  Governing
      Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
      WITH, THE LAWS OF THE STATE OF NEW YORK.

     

    Section
      14.  Counterparts.  This
      Agreement may be executed in one or more counterparts, signature pages may
      be
      detached from such separately executed counterparts and reattached to other
      counterparts and, in each such case, the executed counterparts hereof shall
      constitute a single instrument.  Signature pages may be delivered by
      telecopy.

     

    Section
      15.  Enforceability.  In
      case any provision of this Agreement shall be invalid, illegal or unenforceable,
      the validity, legality and enforceability of the remaining provisions shall
      not
      in any way be affected or impaired thereby.

     

    Section
      16.  Waiver
      of
      Rights to Trial by Jury.  The Company and the Initial Purchaser each
      hereby irrevocably waive any right they may have to a trial by jury in respect
      of any claim based upon or arising out of this Agreement or the transactions
      contemplated hereby.

     

    Section
      17.  Amendments
      and Modifications.  This Agreement may not be amended or otherwise
      modified or any provision hereof waived except by an instrument in writing
      signed by the Initial Purchaser and the Company.

     

    [SIGNATURE
      PAGE FOLLOWS.]

     


    
      
        
        

      

      
        -33-

        
          

        

      

      
        
        

      

    


    


     

    If
      the
      foregoing correctly sets forth the understanding between the Company and the
      Initial Purchaser, please so indicate in the space provided below for that
      purpose, whereupon this letter shall constitute a binding agreement between
      the
      Initial Purchaser and the Company.

     

    


     

    
      	
              WEINGARTEN
                REALTY INVESTORS

            
	
              By:

            	 /s/
              Stephen C. Richter
	 	
              Name:

            	 Stephen
              C. Richter
	 	
              Title:

            	 Executive
              VP/CFO


    

    


     

    
      	
              ACCEPTED
                as of the date first written above:

            
	
              WACHOVIA
                INVESTMENT HOLDINGS, LLC

            
	
              By:

            	 /s/
              Cathy Casey
	
              Name:

            	 Cathy
              Casey
	
              Title

            	 Managing
              Director


    

    



    
      
        
        

      

      
        -34-

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    State
      of
      Designations

    


    [attached]

    


    


    



    
      
              

                 
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

     

    
      	
              
                Entity

              

            	 	
              
                Type

              

            	 	
              
                Ownership

              

            
	
              AN/WRI
                DEVCO #1, Ltd. (3)

            	 	
              Limited
                Partnership

            	 	
              20%

            
	
              AN/WRI
                Partnership, Ltd. (2)

            	 	
              Limited
                Partnership

            	 	
              20%

            
	
              Cumberland
                Potranco Joint Venture (1)

            	 	
              Joint
                Venture

            	 	
              50%

            
	
              Eastex
                Venture (1)

            	 	
              Joint
                Venture

            	 	
              50%

            
	
              Fenton
                Market Place Venture (3)

            	 	
              Joint
                Venture

            	 	
              50%

            
	
              GDC
                River Hill Tower, LLC (15)

            	 	
              Limited
                Liability Company

            	 	
              51%

            
	
              GVR
                SPE I LLC (18)

            	 	
              Limited
                Liability Company

            	 	
              100%

            
	
              Heritage
                HT #1, LLC (3)

            	 	
              Limited
                Liability Company

            	 	
              100%

            
	
              Jacinto
                City, Ltd. (1)

            	 	
              Limited
                Partnership

            	 	
              50%

            
	
              Main/O.S.T.,
                Ltd. (1)

            	 	
              Limited
                Partnership

            	 	
              70%

            
	
              Markham
                West Shopping Center, L.P. (1)

            	 	
              Limited
                Partnership

            	 	
              99.5%

            
	
              NOBSIL,
                L.L.C. (3)

            	 	
              Limited
                Liability Company

            	 	
              75%

            
	
              North
                Towne Plaza Joint Venture (1)

            	 	
              Joint
                Venture

            	 	
              75%

            
	
              Northwest
                Hollister Venture (1)

            	 	
              Joint
                Venture

            	 	
              75%

            
	
              Palm
                Coast Center, LLC (1)

            	 	
              Limited
                Liability Company

            	 	
              50%

            
	
              Phelan
                Boulevard Venture (1)

            	 	
              Joint
                Venture

            	 	
              67%

            
	
              RGC
                Starr Retail, Ltd. (3)

            	 	
              Limited
                Partnership

            	 	
              45%

            
	
              Sheldon
                Center, Ltd. (1)

            	 	
              Limited
                Partnership

            	 	
              50%

            
	
              South
                Loop-Long Wayside Company (1)

            	 	
              Joint
                Venture

            	 	
              50%

            
	
              Strategic
                Retail Partners, L.L.C. (3)

            	 	
              Limited
                Liability Company

            	 	
              40%

            
	
              Strategic
                Retail Partners II, L.L.C. (16)

            	 	
              Limited
                Liability Company

            	 	
              25%

            
	
              SPM/WRI
                College Station, L.P. (3)

            	 	
              Limited
                Partnership

            	 	
              100%

            
	
              SPM/WRI
                Rockwall, L.P. (3)

            	 	
              Limited
                Partnership

            	 	
              100%

            
	
              S/W
                Albuquerque, L.P. (3)

            	 	
              Limited
                Partnership

            	 	
              100%

            
	
              Utah-WRI
                Holdings, L.L.C. (12)

            	 	
              Limited
                Liability Company

            	 	
              20%

            
	
              Weingarten
                – Fulton, LLC (1)

            	 	
              Limited
                Liability Company

            	 	
              81.3%

            
	
              Weingarten
                1815 S. 10th JV (1)

            	 	
              Joint
                Venture

            	 	
              50%

            
	
              Weingarten
                Herndon Plaza JV (1)

            	 	
              Joint
                Venture

            	 	
              50%

            
	
              Weingarten
                Hughes Waterford Venture (1)

            	 	
              Joint
                Venture

            	 	
              75%

            
	
              Weingarten
                I-4 Clermont Landing TRS, LLC (1)

            	 	
              Limited
                Liability Company

            	 	
              55%

            
	
              Weingarten
                I-4 Clermont Landing, LLC (1)

            	 	
              Limited
                Liability Company

            	 	
              55%

            
	
              Weingarten
                Las Tiendas Joint Venture (1)

            	 	
              Joint
                Venture

            	 	
              50%

            
	
              Weingarten
                Maya Tropicana, LLC (3)

            	 	
              Limited
                Liability Company

            	 	
              50%

            
	
              Weingarten
                Miller Buckingham LLC (1)

            	 	
              Limited
                Liability Company

            	 	
              50%

            
	
              Weingarten
                Miller Aurora II, LLC (18)

            	 	
              Limited
                Liability Company

            	 	
              100%

            
	
              Weingarten
                Miller Glenwood, LLC (3)

            	 	
              Limited
                Liability Company

            	 	
              41%

            
	
              Weingarten
                Miller Sheridan LLC (1)

            	 	
              Limited
                Liability Company

            	 	
              50%

            
	
              Weingarten
                Newquist, LLC (1)

            	 	
              Limited
                Liability Company

            	 	
              50%

            
	
              Weingarten
                Miller Lowry II, LLC (18)

            	 	
              Limited
                Liability Company

            	 	
              100%

            
	
              Weingarten
                Nolana JV (1)

            	 	
              Joint
                Venture

            	 	
              50%

            
	
              Weingarten
                Northcross Joint Venture (1)

            	 	
              Joint
                Venture

            	 	
              50%

            
	
              Weingarten
                Nostat, Inc. (10)

            	 	
              Corporate
                Subsidiary

            	 	
              100%

            
	
              Weingarten
                Shary Crossing JV (1)

            	 	
              Joint
                Venture

            	 	
              50%

            
	
              Weingarten
                Shary North JV (1)

            	 	
              Joint
                Venture

            	 	
              50%

            
	
              Weingarten
                Shary South JV (1)

            	 	
              Joint
                Venture

            	 	
              50%

            
	
              Weingarten
                Tenth-Jackson West Joint Venture (1)

            	 	
              Joint
                Venture

            	 	
              50%

            
	
              Weingarten/Bridges
                at Smoky Hill (1)

            	 	
              Joint
                Venture

            	 	
              50%

            
	
              Weingarten/Finger
                Venture (1)

            	 	
              Joint
                Venture

            	 	
              50%

            
	
              Weingarten/Miller/American
                Fork LLC (3)

            	 	
              Limited
                Liability Company

            	 	
              33%

            
	
              Weingarten/Miller/GVR
                LLC (1)

            	 	
              Limited
                Liability Company

            	 	
              36.9%

            
	
              Weingarten/Monvis
                LLC (1)

            	 	
              Limited
                Liability Company

            	 	
              70%

            
	
              WNI/Tennessee,
                L.P. (8)

            	 	
              Limited
                Partnership

            	 	
              100%

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              Entity

            	 	
              Type

            	 	
              Ownership

            
	
              WRI
                151 Ingram LP (1)

            	 	
              Limited
                Partnership

            	 	
              66.7%

            
	
              WRI
                Alliance Riley Venture (1)

            	 	
              Joint
                Venture

            	 	
              50%

            
	
              WRI
                Alliance Riley Venture III (1)

            	 	
              Joint
                Venture

            	 	
              50%

            
	
              WRI
                Best in the West, LLC (3)

            	 	
              Limited
                Liability Company

            	 	
              100%

            
	
              WRI
                Brookwood Square, LLC (3)

            	 	
              Limited
                Liability Company

            	 	
              100%

            
	
              WRI
                Charleston Commons, LLC (3)

            	 	
              Limited
                Liability Company

            	 	
              100%

            
	
              WRI
                Cottonwood, LLC (3)

            	 	
              Limited
                Liability Company

            	 	
              100%

            
	
              WRI
                Countryside Centre, LLC (3)

            	 	
              Limited
                Liability Company

            	 	
              100%

            
	
              WRI
                El Camino, LP (3)

            	 	
              Limited
                Partnership

            	 	
              100%

            
	
              WRI
                Fiesta Trails, LP (3)

            	 	
              Limited
                Partnership

            	 	
              100%

            
	
              WRI
                Flamingo Pines, LLC (3)

            	 	
              Limited
                Liability Company

            	 	
              100%

            
	
              WRI
                Freedom Centre, L.P. (3)

            	 	
              Limited
                Partnership

            	 	
              100%

            
	
              WRI
                Galleria, LLC (3)

            	 	
              Limited
                Liability Company

            	 	
              100%

            
	
              WRI
                Gateway Station, LP (1)

            	 	
              Limited
                Partnership

            	 	
              70%

            
	
              WRI
                Golden State, LLC (4)

            	 	
              Limited
                Liability Company

            	 	
              100%

            
	
              WRI
                Greenhouse LP (3)

            	 	
              Limited
                Partnership

            	 	
              99%

            
	
              WRI
                Hopewell, LLC (3)

            	 	
              Limited
                Liability Company

            	 	
              100%

            
	
              WRI
                Johnston Road Plaza, LLC (3)

            	 	
              Limited
                Liability Company

            	 	
              99%

            
	
              WRI
                Kennesaw, LLC (3)

            	 	
              Limited
                Liability Company

            	 	
              100%

            
	
              WRI
                Laguna Isles, LLC (3)

            	 	
              Limited
                Liability Company

            	 	
              100%

            
	
              WRI
                Lakeland, LLC (3)

            	 	
              Limited
                Liability Company

            	 	
              100%

            
	
              WRI
                LLA Venture (1)

            	 	
              Joint
                Venture

            	 	
              50%

            
	
              WRI
                Madera Village, LLC (3)

            	 	
              Limited
                Liability Company

            	 	
              100%

            
	
              WRI
                Marshalls Plaza, LP (3)

            	 	
              Limited
                Partnership

            	 	
              100%

            
	
              WRI
                North American Properties, L.P (17)

            	 	
              Limited
                Partnership

            	 	
              98%

            
	
              WRI
                Northtown I, LP (3)

            	 	
              Limited
                Partnership

            	 	
              100%

            
	
              WRI
                Northtown II, LP (3)

            	 	
              Limited
                Partnership

            	 	
              100%

            
	
              WRI
                Oak Grove Market Center, LLC (3)

            	 	
              Limited
                Liability Company

            	 	
              100%

            
	
              WRI
                Overton Plaza, LP (3)

            	 	
              Limited
                Partnership

            	 	
              100%

            
	
              WRI
                Parkland, LLC (3)

            	 	
              Limited
                Liability Company

            	 	
              100%

            
	
              WRI
                Pinecrest Plaza, LLC (3)

            	 	
              Limited
                Liability Company

            	 	
              100%

            
	
              WRI
                Ravenstone, LLC (3)

            	 	
              Limited
                Liability Company

            	 	
              100%

            
	
              WRI
                Regency Centre, LLC (3)

            	 	
              Limited
                Liability Company

            	 	
              100%

            
	
              WRI
                River Marketplace, LLC (9)

            	 	
              Limited
                Liability Company

            	 	
              100%

            
	
              WRI
                Roswell Corners LLC (3)

            	 	
              Limited
                Liability Company

            	 	
              100%

            
	
              WRI
                Sandy Plains, LLC (3)

            	 	
              Limited
                Liability Company

            	 	
              100%

            
	
              WRI
                Shoppes at Bears Path, LLC (3)

            	 	
              Limited
                Liability Company

            	 	
              100%

            
	
              WRI
                Shoppes of South Semoran, LLC (3)

            	 	
              Limited
                Liability Company

            	 	
              100%

            
	
              WRI
                Steele Creek, LLC (3)

            	 	
              Limited
                Liability Company

            	 	
              99%

            
	
              WRI
                Strom, L.P. (1)

            	 	
              Limited
                Partnership

            	 	
              100%

            
	
              WRI
                Thompson Bridge, LLC (3)

            	 	
              Limited
                Liability Company

            	 	
              100%

            
	
              WRI
                Trautmann, L.P. (7)

            	 	
              Limited
                Partnership

            	 	
              99%

            
	
              WRI
                Uintah Gardens, LLC (3)

            	 	
              Limited
                Liability Company

            	 	
              100%

            
	
              WRI
                University Place, LLC (9)

            	 	
              Limited
                Liability Company

            	 	
              100%

            
	
              WRI
                West Jordan LLC (3)

            	 	
              Limited
                Liability Company

            	 	
              99%

            
	
              WRIJV,
                LP (14)

            	 	
              Limited
                Partnership

            	 	
              20%

            
	
              WRI/Atlanta
                Park, L.P. (3)

            	 	
              Limited
                Partnership

            	 	
              99%

            
	
              WRI/BIT
                Retail JV, LP (13)

            	 	
              Limited
                Partnership

            	 	
              20%

            
	
              WRI/Chino
                Hills, LLC (3)

            	 	
              Limited
                Liability Company

            	 	
              100%

            
	
              WRI/Falls
                Pointe, LLC (3)

            	 	
              Limited
                Liability Company

            	 	
              100%

            
	
              WRI/High
                House LLC (3)

            	 	
              Limited
                Liability Company

            	 	
              68%

            
	
              WRI/Hollywood
                Hills, LLC (3)

            	 	
              Limited
                Liability Company

            	 	
              100%

            
	
              WRI/Miller
                Westminster I, LLC (3)

            	 	
              Limited
                Liability Company

            	 	
              50%

            
	
              WRI/Pitman
                Corners, Inc. (5)

            	 	
              Corporate
                Subsidiary

            	 	
              100%

            
	
              WRI/Raleigh
                L.P. (6)

            	 	
              Limited
                Partnership

            	 	
              68%

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              Entity

            	 	
              Type

            	 	
              Ownership

            
	
              WRI/Rancho
                San Marcos, LLC (3)

            	 	
              Limited
                Liability Company

            	 	
              100%

            
	
              WRI/Utah
                Properties L.P. (3)

            	 	
              Limited
                Partnership

            	 	
              99%

            
	
              WT
                Florida Ventures, LLC (11)

            	 	
              Limited
                Liability Company

            	 	
              20%

            
	 	 	 	 	 


    

    
      	
               

            	
              Footnotes:

            


    

     

    
      	
              (1)

            	
              Entity
                is a joint venture, limited partnership or limited liability company
                that
                owns a single real estate asset.

            


    

     

    
      	
              (2)

            	
              Entity
                is a limited partnership that owns seven industrial properties, which
                are
                collateral for borrowings from a third
                party.

            


    

     

    
      	
              (3)

            	
              Entity
                is a joint venture, limited partnership or limited liability company
                that
                owns a single real estate asset that is collateral for borrowings
                from a
                third party.

            


    

     

    
      	
              (4)

            	
              Entity
                is a limited liability company that owns 19 retail properties, which
                are
                collateral for borrowings from a third
                party.

            


    

     

    
      	
              (5)

            	
              Entity
                is a corporate subsidiary that owns a single real estate asset, which
                is
                collateral for borrowings from a third
                party.

            


    

     

    
      	
              (6)

            	
              Entity
                is a limited partnership that owns nine properties of which three
                properties serve as collateral for borrowings from a third
                party.

            


    

     

    
      	
              (7)

            	
              Entity
                is a limited partnership that owns two properties that serve as collateral
                for borrowings from a third party.

            


    

     

    
      	
              (8)

            	
              Entity
                is a limited partnership that owns six properties of which one serves
                as
                collateral for borrowings from a third
                party.

            


    

     

    
      	
              (9)

            	
              Entity
                is a limited liability company with a 20% interest in a tenancy-in-common
                arrangement which holds a property that serves as collateral for
                a
                borrowing from a third party.

            


    

     

    
      	
              (10)

            	
              Entity
                is a corporate subsidiary that owns 54 properties of which four properties
                serve as collateral for borrowings from a third
                party.

            


    

     

    
      	
              (11)

            	
              Entity
                is a limited liability company that owns seven
                properties.

            


    

     

    
      	
              (12)

            	
              Entity
                is a limited liability company that owns six properties, which serve
                as
                collateral for borrowings from a third
                party.

            


    

     

    
      	
              (13)

            	
              Entity
                is a limited partnership that owns three
                properties.

            


    

     

    
      	
              (14)

            	
              Entity
                is a limited partnership that owns 12 properties of which four properties
                serve as collateral for borrowings from a third
                party.

            


    

     

    
      	
              (15)

            	
              Entity
                is a limited liability company that owns three properties, which
                serve as
                collateral for borrowings from a third
                party.

            


    

     

    
      	
              (16)

            	
              Entity
                is a limited liability company that owns nine properties of which
                eight
                properties serve as collateral for borrowings from a third
                party.

            


    

     

    
      	
              (17)

            	
              Entity
                is a limited partnership that owns six properties of which five properties
                serve as collateral for borrowings from a third
                party.

            


    

     

    
      	
              (18)

            	
              Entity
                is a limited liability company with a 50% interest in a tenancy-in-common
                arrangement which holds a property that serves as collateral for
                a
                borrowing from a third party.

            


    

     

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

    


    Form
      of
      Legal Opinion

    


    [attached]