----

----

| (Mark One)                                                                |
|---------------------------------------------------------------------------|
| x                                                                         | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|                                                                      |   |
| For the quarter ended June 30, 2009                                       |
|                                                                      |   |
| OR                                                                        |
|                                                                      |   |
| ¨                                                                    | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|                                                                      |   |
| For the transition period from [__________________] to [________________] |
|                                                                      |
| Commission file number 1-9876                                             |

| TEXAS                                                          |   | 74-1464203                        |
|----------------------------------------------------------------|--------|-----------------------------------|
| (State or other jurisdiction of incorporation or organization) |   | (IRS Employer Identification No.) |
|                                                           |   |                              |
| 2600 Citadel Plaza Drive                                       |   |                              |
| P.O. Box 924133                                                |   |                              |
| Houston, Texas                                                 |   | 77292-4133                        |
| (Address of principal executive offices)                       |   | (Zip Code)                        |
| (713) 866-6000                                                 |
| (Registrant's telephone number)                                |

| (Former name, former address and former fiscal year, if changed since last report) |
|------------------------------------------------------------------------------------|

| Large accelerated filer x                                                                                                                | Accelerated filer ¨         |
|------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------|
|                                                                                                                                     |                             |
| Non-accelerated filer ¨                                                                                                             | Smaller reporting company ¨ |
|                 (Do not check if a smaller reporting company) |                             |

----

|   TABLE OF CONTENTS |
|--------------------------|
|                     |   |   |   |
|                     |   |   |   |
| PART I.                  |   | Financial Information: | Page Number |
|                     |   |   |   |
|                     | Item 1. | Financial Statements (unaudited): |   |
|                     |   |   |   |
|                     |   | Condensed Consolidated Statements of Income and Comprehensive Income for the Three and Six Months Ended June 30, 2009 and 2008 | 3 |
|                     |   |   |   |
|                     |   | Condensed Consolidated Balance Sheets as of June 30, 2009 and December 31, 2008 | 4 |
|                     |   |   |   |
|                     |   | Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2009 and 2008 | 5 |
|                     |   |   |   |
|                     |   | Condensed Consolidated Statements of Equity for the Six Months Ended June 30, 2009 and 2008 | 6 |
|                     |   |   |   |
|                     |   | Notes to Condensed Consolidated Financial Statements | 7 |
|                     |   |   |   |
|                     | Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 32 |
|                     |   |   |   |
|                     | Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 47 |
|                     |   |   |   |
|                     | Item 4. | Controls and Procedures | 47 |
|                     |   |   |   |
|                     |   |   |   |
| PART II.                 |   | Other Information: |   |
|                     |   |   |   |
|                     | Item 1. | Legal Proceedings | 48 |
|                     |   |   |   |
|                     | Item 1A. | Risk Factors | 48 |
|                     |   |   |   |
|                     | Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 50 |
|                     |   |   |   |
|                     | Item 3. | Defaults Upon Senior Securities | 50 |
|                     |   |   |   |
|                     | Item 4. | Submission of Matters to a Vote of Shareholders | 50 |
|                     |   |   |   |
|                     | Item 5. | Other Information | 51 |
|                     |   |   |   |
|                     | Item 6. | Exhibits | 51 |
|                     |   |   |   |
| Signatures               |   |   | 52 |
|                     |   |   |   |
| Exhibit Index            |   | 53 |

----

| PART I-FINANCIAL INFORMATION                                                      |   |
|-----------------------------------------------------------------------------------|--------|
|                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |
| ITEM 1. Financial Statements                                                 |   |
|                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |
| WEINGARTEN REALTY INVESTORS                                                       |   |
| CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME    |   |
| (Unaudited)                                                                       |   |
| (In thousands, except per share amounts)                                          |   |
|                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                              |   | Three Months Ended |   |   | Six Months Ended |   |
|                                                                              |   | June 30, |   |   | June 30, |   |
|                                                                              |   | 2009 |   |   | 2008 |   |   | 2009 |   |   | 2008 |   |
|                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |
| Revenues:                                                                         |   |   |   |   |   |   |   |   |   |   |   |   |
|   Rentals, net                                                          |   | $ | 143,569 |   |   | $ | 148,891 |   |   | $ | 287,987 |   |   | $ | 296,865 |   |
|   Other                                                                 |   |   | 3,371 |   |   |   | 3,393 |   |   |   | 7,434 |   |   |   | 6,103 |   |
|       Total                                         |   |   | 146,940 |   |   |   | 152,284 |   |   |   | 295,421 |   |   |   | 302,968 |   |
|                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Expenses:                                                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   Depreciation and amortization                                         |   |   | 38,408 |   |   |   | 38,971 |   |   |   | 77,045 |   |   |   | 81,269 |   |
|   Operating                                                             |   |   | 27,569 |   |   |   | 26,209 |   |   |   | 51,458 |   |   |   | 52,247 |   |
|   Ad valorem taxes, net                                                 |   |   | 18,808 |   |   |   | 17,372 |   |   |   | 37,158 |   |   |   | 35,044 |   |
|   General and administrative                                            |   |   | 7,020 |   |   |   | 7,104 |   |   |   | 13,020 |   |   |   | 13,958 |   |
|       Total                                         |   |   | 91,805 |   |   |   | 89,656 |   |   |   | 178,681 |   |   |   | 182,518 |   |
|                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Operating Income                                                                  |   |   | 55,135 |   |   |   | 62,628 |   |   |   | 116,740 |   |   |   | 120,450 |   |
| Interest Expense, net                                                             |   |   | (39,496 | ) |   |   | (40,552 | ) |   |   | (79,053 | ) |   |   | (78,090 | ) |
| Interest and Other Income, net                                                    |   |   | 3,645 |   |   |   | 1,699 |   |   |   | 4,909 |   |   |   | 2,748 |   |
| Gain on Redemption of Convertible Senior Unsecured Notes                          |   |   | 8,858 |   |   |   |   |   |   |   | 8,858 |   |   |   |   |   |
| Equity in Earnings of Real Estate Joint Ventures and Partnerships, net       |   |   | 3,884 |   |   |   | 5,139 |   |   |   | 7,546 |   |   |   | 10,386 |   |
| Gain on Merchant Development Sales                                                |   |   | 4,006 |   |   |   | 6,303 |   |   |   | 18,128 |   |   |   | 6,822 |   |
| Benefit (Provision) for Income Taxes                                              |   |   | 2,257 |   |   |   | (1,543 | ) |   |   | (2,707 | ) |   |   | (2,290 | ) |
|       Income from Continuing Operations             |   |   | 38,289 |   |   |   | 33,674 |   |   |   | 74,421 |   |   |   | 60,026 |   |
| Operating (Loss) Income from Discontinued Operations                              |   |   | (237 | ) |   |   | 1,749 |   |   |   | 208 |   |   |   | 4,177 |   |
| Gain on Sale of Property from Discontinued Operations                             |   |   | 6,248 |   |   |   | 41,093 |   |   |   | 6,987 |   |   |   | 49,463 |   |
|       Income from Discontinued Operations           |   |   | 6,011 |   |   |   | 42,842 |   |   |   | 7,195 |   |   |   | 53,640 |   |
| Gain on Sale of Property                                                          |   |   | 4,886 |   |   |   | 132 |   |   |   | 11,380 |   |   |   | 144 |   |
| Net Income                                                                        |   |   | 49,186 |   |   |   | 76,648 |   |   |   | 92,996 |   |   |   | 113,810 |   |
| Less:  Net Income Attributable to Noncontrolling Interests              |   |   | (1,079 | ) |   |   | (2,627 | ) |   |   | (2,874 | ) |   |   | (4,453 | ) |
| Net Income Adjusted for Noncontrolling Interests                                  |   |   | 48,107 |   |   |   | 74,021 |   |   |   | 90,122 |   |   |   | 109,357 |   |
| Dividends on Preferred Shares                                                     |   |   | (8,869 | ) |   |   | (8,110 | ) |   |   | (17,738 | ) |   |   | (16,728 | ) |
| Redemption Costs of Preferred Shares                                              |   |   |   |   |   |   | (990 | ) |   |   |   |   |   |   | (990 | ) |
| Net Income Available to Common Shareholders                                       |   | $ | 39,238 |   |   | $ | 64,921 |   |   | $ | 72,384 |   |   | $ | 91,639 |   |
|                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Earnings Per Common Share - Basic:                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   Income from continuing operations attributable to common shareholders |   | $ | 0.30 |   |   | $ | 0.27 |   |   | $ | 0.66 |   |   | $ | 0.45 |   |
|   Income from discontinued operations                                   |   |   | 0.05 |   |   |   | 0.51 |   |   |   | 0.07 |   |   |   | 0.64 |   |
|   Net income available to common shareholders                           |   | $ | 0.35 |   |   | $ | 0.78 |   |   | $ | 0.73 |   |   | $ | 1.09 |   |
|                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Earnings Per Common Share - Diluted:                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   Income from continuing operations attributable to common shareholders |   | $ | 0.30 |   |   | $ | 0.27 |   |   | $ | 0.65 |   |   | $ | 0.45 |   |
|   Income from discontinued operations                                   |   |   | 0.05 |   |   |   | 0.49 |   |   |   | 0.07 |   |   |   | 0.63 |   |
|   Net income available to common shareholders                           |   | $ | 0.35 |   |   | $ | 0.76 |   |   | $ | 0.72 |   |   | $ | 1.08 |   |
|                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Comprehensive Income:                                                             |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net Income                                                                        |   | $ | 49,186 |   |   | $ | 76,648 |   |   | $ | 92,996 |   |   | $ | 113,810 |   |
| Other Comprehensive Income (Loss):                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   Loss on derivatives                                                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   | (7,204 | ) |
|   Amortization of loss on derivatives                                   |   |   | 623 |   |   |   | 645 |   |   |   | 1,242 |   |   |   | 864 |   |
|       Total                                         |   |   | 623 |   |   |   | 645 |   |   |   | 1,242 |   |   |   | (6,340 | ) |
| Comprehensive Income                                                              |   |   | 49,809 |   |   |   | 77,293 |   |   |   | 94,238 |   |   |   | 107,470 |   |
| Comprehensive Income Attributable to Noncontrolling Interests                     |   |   | (1,079 | ) |   |   | (2,627 | ) |   |   | (2,874 | ) |   |   | (4,453 | ) |
| Comprehensive Income Adjusted for Noncontrolling Interests                        |   | $ | 48,730 |   |   | $ | 74,666 |   |   | $ | 91,364 |   |   | $ | 103,017 |   |
|                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| See Notes to Condensed Consolidated Financial Statements.                         |   |

----

| WEINGARTEN REALTY INVESTORS                                                                                       |
|-------------------------------------------------------------------------------------------------------------------|
| CONDENSED CONSOLIDATED BALANCE SHEETS                                                                             |
| (Unaudited)                                                                                                       |
| (In thousands, except per share amounts)                                                                          |
|                                                                                                              |   |   |   |   |   |   |
|                                                                                                              |   | June 30, |   |   | December 31, |   |
|                                                                                                              |   | 2009 |   |   | 2008 |   |
| ASSETS                                                                                                            |   |   |   |   |   |   |
| Property                                                                                                          |   | $ | 4,906,527 |   |   | $ | 4,915,472 |   |
| Accumulated Depreciation                                                                                          |   |   | (853,023 | ) |   |   | (812,323 | ) |
| Property Held for Sale, net                                                                                       |   |   | 3,469 |   |   |   |   |   |
| Property, net                                                                                                     |   |   | 4,056,973 |   |   |   | 4,103,149 |   |
| Investment in Real Estate Joint Ventures and Partnerships, net                                                    |   |   | 367,717 |   |   |   | 357,634 |   |
| Total                                                                                                             |   |   | 4,424,690 |   |   |   | 4,460,783 |   |
| Notes Receivable from Real Estate Joint Ventures and Partnerships                                                 |   |   | 262,896 |   |   |   | 232,544 |   |
| Unamortized Debt and Lease Costs, net                                                                             |   |   | 113,697 |   |   |   | 119,464 |   |
| Accrued Rent and Accounts Receivable (net of allowance for doubtful                                               |   |   |   |   |   |   |   |   |
| accounts of $10,063 in 2009 and $12,412 in 2008)                                                                  |   |   | 80,636 |   |   |   | 103,873 |   |
| Cash and Cash Equivalents                                                                                         |   |   | 94,370 |   |   |   | 58,946 |   |
| Restricted Deposits and Mortgage Escrows                                                                          |   |   | 14,899 |   |   |   | 33,252 |   |
| Other, net                                                                                                        |   |   | 92,475 |   |   |   | 105,350 |   |
| Total                                                                                                             |   | $ | 5,083,663 |   |   | $ | 5,114,212 |   |
|                                                                                                              |   |   |   |   |   |   |   |   |
| LIABILITIES AND EQUITY                                                                                            |   |   |   |   |   |   |   |   |
| Debt, net                                                                                                         |   | $ | 2,659,147 |   |   | $ | 3,148,636 |   |
| Accounts Payable and Accrued Expenses                                                                             |   |   | 213,915 |   |   |   | 179,432 |   |
| Other, net                                                                                                        |   |   | 92,340 |   |   |   | 90,461 |   |
| Total                                                                                                             |   |   | 2,965,402 |   |   |   | 3,418,529 |   |
|                                                                                                              |   |   |   |   |   |   |   |   |
| Commitments and Contingencies                                                                                     |   |   |   |   |   |   | 41,000 |   |
|                                                                                                              |   |   |   |   |   |   |   |   |
| Equity:                                                                                                           |   |   |   |   |   |   |   |   |
| Shareholders' Equity:                                                                                             |   |   |   |   |   |   |   |   |
| Preferred Shares of Beneficial Interest - par value, $.03 per share;                                              |   |   |   |   |   |   |   |   |
| shares authorized: 10,000                                                                                         |   |   |   |   |   |   |   |   |
| 6.75% Series D cumulative redeemable preferred shares of                                                          |   |   |   |   |   |   |   |   |
| beneficial interest; 100 shares issued and outstanding                                                            |   |   |   |   |   |   |   |   |
| in 2009 and 2008; liquidation preference $75,000                                                                  |   |   | 3 |   |   |   | 3 |   |
| 6.95% Series E cumulative redeemable preferred shares of                                                          |   |   |   |   |   |   |   |   |
| beneficial interest; 29 shares issued and outstanding in 2009                                                     |   |   |   |   |   |   |   |   |
| and 2008; liquidation preference $72,500                                                                          |   |   | 1 |   |   |   | 1 |   |
| 6.5% Series F cumulative redeemable preferred shares of                                                           |   |   |   |   |   |   |   |   |
| beneficial interest; 140 shares issued and outstanding in 2009                                                    |   |   |   |   |   |   |   |   |
| and 2008; liquidation preference $350,000                                                                         |   |   | 4 |   |   |   | 4 |   |
| Common Shares of Beneficial Interest - par value, $.03 per share;                                                 |   |   |   |   |   |   |   |   |
| shares authorized: 150,000; shares issued and outstanding:                                                        |   |   |   |   |   |   |   |   |
| 119,740 in 2009 and 87,102 in 2008                                                                                |   |   | 3,604 |   |   |   | 2,625 |   |
| Accumulated Additional Paid-In Capital                                                                            |   |   | 1,962,133 |   |   |   | 1,514,940 |   |
| Net Income Less Than Accumulated Dividends                                                                        |   |   | (40,684 | ) |   |   | (37,245 | ) |
| Accumulated Other Comprehensive Loss                                                                              |   |   | (28,434 | ) |   |   | (29,676 | ) |
| Shareholders' Equity                                                                                              |   |   | 1,896,627 |   |   |   | 1,450,652 |   |
| Noncontrolling Interests                                                                                          |   |   | 221,634 |   |   |   | 204,031 |   |
| Total Equity                                                                                                      |   |   | 2,118,261 |   |   |   | 1,654,683 |   |
|                   Total |   | $ | 5,083,663 |   |   | $ | 5,114,212 |   |
|                                                                                                              |   |   |   |   |   |   |   |   |
| See Notes to Condensed Consolidated Financial Statements.                                                         |   |

----

| WEINGARTEN REALTY INVESTORS                                                       |   |
|-----------------------------------------------------------------------------------|--------|
| CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS                                   |   |
| (Unaudited)                                                                       |   |
| (In thousands)                                                                    |   |
|                                                                              |   |   |   |   |   |   |
|                                                                              |   | Six Months Ended |   |
|                                                                              |   | June 30, |   |
|                                                                              |   | 2009 |   |   | 2008 |   |
| Cash Flows from Operating Activities:                                             |   |   |   |   |   |   |
| Net Income                                                                        |   | $ | 92,996 |   |   | $ | 113,810 |   |
| Adjustments to reconcile net income to net cash provided by operating activities: |   |   |   |   |   |   |   |   |
| Depreciation and amortization                                                     |   |   | 77,512 |   |   |   | 83,520 |   |
| Amortization of deferred financing costs and debt discounts                       |   |   | 7,074 |   |   |   | 6,516 |   |
| Impairment loss                                                                   |   |   | 731 |   |   |   |   |   |
| Equity in earnings of real estate joint ventures and partnerships, net            |   |   | (7,546 | ) |   |   | (10,386 | ) |
| Gain on merchant development sales                                                |   |   | (18,128 | ) |   |   | (6,822 | ) |
| Gain on sale of property                                                          |   |   | (18,367 | ) |   |   | (49,607 | ) |
| Gain on redemption of convertible senior unsecured notes                          |   |   | (8,858 | ) |   |   |   |   |
| Distributions of income from real estate joint ventures                           |   |   |   |   |   |   |   |   |
| and partnerships                                                                  |   |   | 1,802 |   |   |   | 1,204 |   |
| Changes in accrued rent and accounts receivable, net                              |   |   | 17,630 |   |   |   | 6,091 |   |
| Changes in other assets, net                                                      |   |   | (245 | ) |   |   | (17,854 | ) |
| Changes in accounts payable and accrued expenses                                  |   |   | (15,907 | ) |   |   | (29,039 | ) |
| Other, net                                                                        |   |   | 5,343 |   |   |   | 1,522 |   |
| Net cash provided by operating activities                                         |   |   | 134,037 |   |   |   | 98,955 |   |
|                                                                              |   |   |   |   |   |   |   |   |
| Cash Flows from Investing Activities:                                             |   |   |   |   |   |   |   |   |
| Investment in property                                                            |   |   | (62,901 | ) |   |   | (161,100 | ) |
| Proceeds from sale and disposition of property, net                               |   |   | 105,331 |   |   |   | 174,986 |   |
| Change in restricted deposits and mortgage escrows                                |   |   | 18,353 |   |   |   | 5,001 |   |
| Notes receivable from real estate joint ventures and partnerships                 |   |   |   |   |   |   |   |   |
| and other receivables:                                                            |   |   |   |   |   |   |   |   |
| Advances                                                                          |   |   | (32,396 | ) |   |   | (77,391 | ) |
| Collections                                                                       |   |   | 4,444 |   |   |   | 5,963 |   |
| Real estate joint ventures and partnerships:                                      |   |   |   |   |   |   |   |   |
| Investments                                                                       |   |   | (1,987 | ) |   |   | (2,522 | ) |
| Distributions of capital                                                          |   |   | 7,647 |   |   |   | 11,529 |   |
| Net cash provided by (used in) investing activities                               |   |   | 38,491 |   |   |   | (43,534 | ) |
|                                                                              |   |   |   |   |   |   |   |   |
| Cash Flows from Financing Activities:                                             |   |   |   |   |   |   |   |   |
| Proceeds from issuance of:                                                        |   |   |   |   |   |   |   |   |
| Debt                                                                              |   |   | 137,750 |   |   |   | 205,030 |   |
| Common shares of beneficial interest, net                                         |   |   | 439,097 |   |   |   | 1,681 |   |
| Preferred shares of beneficial interest, net                                      |   |   |   |   |   |   | 118,146 |   |
| Repurchase of preferred shares of beneficial interest, net                        |   |   |   |   |   |   | (117,171 | ) |
| Principal payments of debt                                                        |   |   | (618,142 | ) |   |   | (179,108 | ) |
| Common and preferred dividends paid                                               |   |   | (92,249 | ) |   |   | (107,075 | ) |
| Debt issuance costs paid                                                          |   |   | (3,332 | ) |   |   | (934 | ) |
| Other, net                                                                        |   |   | (228 | ) |   |   | (1,340 | ) |
| Net cash used in financing activities                                             |   |   | (137,104 | ) |   |   | (80,771 | ) |
|                                                                              |   |   |   |   |   |   |   |   |
| Net increase (decrease) in cash and cash equivalents                              |   |   | 35,424 |   |   |   | (25,350 | ) |
| Cash and cash equivalents at January 1                                            |   |   | 58,946 |   |   |   | 65,777 |   |
| Cash and cash equivalents at June 30                                              |   | $ | 94,370 |   |   | $ | 40,427 |   |
|                                                                              |   |   |   |   |   |   |   |   |
| See Notes to Condensed Consolidated Financial Statements.                         |   |

----

|                                                   |   | Preferred Shares of Beneficial Interest |   |   | Common Shares of Beneficial Interest |   |   | Treasury Shares of Beneficial Interest |   |   | Accumulated Additional Paid-In Capital |   |   | Net Income in Excess of Accumulated Dividends |      |   | Accumulated Other Comprehensive Loss |   |    | Noncontrolling Interests |   |   | Total   |   |
|--------------------------------------------------------|--------|-----------------------------------------|--------|--------|--------------------------------------|--------|--------|----------------------------------------|--------|--------|----------------------------------------|--------|--------|-----------------------------------------------|-----------|--------|--------------------------------------|--------|---------|--------------------------|--------|--------|---------|--------|
|                                                   |   |                                    |   |   |                                 |   |   |                                   |   |   |                                   |   |   |                                          |      |   |                                 |   |    |                     |   |   |    |   |
| Balance, January 1, 2008                               |   | $                                       | 8      |   |                                 | $      | 2,565  |                                   |   | $      | (41                                    | )      |   | $                                             | 1,485,496 |   |                                 | $      | 31,639  |                     |   | $      | (15,475 | )      |   | $ | 96,885 |   |   | $ | 1,601,077 |   |
| Net income                                             |   |                                    |   |   |                                 |   |   |                                   |   |   |                                   |   |   |                                          |      |   |                                 |   | 109,357 |                     |   |   |    |   |   |   | 4,453 |   |   |   | 113,810 |   |
| Issuance of Series F preferred shares                  |   |                                    | 2      |   |                                 |   |   |                                   |   |   |                                   |   |   |                                          | 115,851   |   |                                 |   | 2,196   |                     |   |   |    |   |   |   |   |   |   |   | 118,049 |   |
| Redemption of Series G preferred shares                |   |                                    | (1     | )      |                                 |   |   |                                   |   |   |                                   |   |   |                                          | (116,129  | )      |                                 |   | (990    | )                        |   |   |    |   |   |   |   |   |   |   | (117,120 | ) |
| Shares issued in exchange for noncontrolling interests |   |                                    |   |   |                                 |   |   |                                   |   |   |                                   |   |   |                                          | 322       |   |                                 |   |    |                     |   |   |    |   |   |   | (322 | ) |   |   | - |   |
| Shares issued under benefit plans                      |   |                                    |   |   |                                 |   | 7      |                                   |   |   |                                   |   |   |                                          | 6,091     |   |                                 |   |    |                     |   |   |    |   |   |   |   |   |   |   | 6,098 |   |
| Dividends declared – common shares (1)           |   |                                    |   |   |                                 |   |   |                                   |   |   |                                   |   |   |                                          |      |   |                                 |   | (88,151 | )                        |   |   |    |   |   |   |   |   |   |   | (88,151 | ) |
| Dividends declared – preferred shares (2)        |   |                                    |   |   |                                 |   |   |                                   |   |   |                                   |   |   |                                          |      |   |                                 |   | (18,924 | )                        |   |   |    |   |   |   |   |   |   |   | (18,924 | ) |
| Sale of properties with noncontrolling interests       |   |                                    |   |   |                                 |   |   |                                   |   |   |                                   |   |   |                                          |      |   |                                 |   |    |                     |   |   |    |   |   |   | 65,359 |   |   |   | 65,359 |   |
| Treasury shares cancelled (3)                          |   |                                    |   |   |                                 |   | (41    | )                                      |   |   | 41                                     |   |   |                                          |      |   |                                 |   |    |                     |   |   |    |   |   |   |   |   |   |   | - |   |
| Distributions to noncontrolling interests              |   |                                    |   |   |                                 |   |   |                                   |   |   |                                   |   |   |                                          |      |   |                                 |   |    |                     |   |   |    |   |   |   | (6,195 | ) |   |   | (6,195 | ) |
| Contributions from noncontrolling interests            |   |                                    |   |   |                                 |   |   |                                   |   |   |                                   |   |   |                                          |      |   |                                 |   |    |                     |   |   |    |   |   |   | 634 |   |   |   | 634 |   |
| Other comprehensive loss                               |   |                                    |   |   |                                 |   |   |                                   |   |   |                                   |   |   |                                          |      |   |                                 |   |    |                     |   |   | (6,340  | )      |   |   |   |   |   |   | (6,340 | ) |
| Other, net                                             |   |                                    |   |   |                                 |   |   |                                   |   |   |                                   |   |   |                                          |      |   |                                 |   |    |                     |   |   |    |   |   |   | (2,325 | ) |   |   | (2,325 | ) |
| Balance, June 30, 2008                                 |   | $                                       | 9      |   |                                 | $      | 2,531  |                                   |   | $      | -                                      |   |   | $                                             | 1,491,631 |   |                                 | $      | 35,127  |                     |   | $      | (21,815 | )      |   | $ | 158,489 |   |   | $ | 1,665,972 |   |

| (1) | Common dividends per share were $1.05 for the six months ended June 30, 2008.                                                                    |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | Series D, E, F and G preferred dividends per share were $25.31, $86.88, $77.49 and $63.93, respectively, for the six months ended June 30, 2008. |
| (3) | A total of 1.4 million common shares of beneficial interest were purchased in 2007 and subsequently retired on January 11, 2008.                 |

|                                                            |   | Preferred Shares of Beneficial Interest |   |   | Common Shares of Beneficial Interest |   |   | Accumulated Additional Paid-In Capital |   |   | Net Income Less Than Accumulated Dividends |   |   | Accumulated Other Comprehensive Loss |    |   | Noncontrolling Interests |   |    | Total  |   |
|-----------------------------------------------------------------|--------|-----------------------------------------|--------|--------|--------------------------------------|--------|--------|----------------------------------------|--------|--------|--------------------------------------------|--------|--------|--------------------------------------|---------|--------|--------------------------|--------|---------|--------|--------|
|                                                            |   |                                    |   |   |                                 |   |   |                                   |   |   |                                       |   |   |                                 |    |   |                     |   |    |   |   |
| Balance, January 1, 2009                                        |   | $                                       | 8      |   |                                 | $      | 2,625  |                                   |   | $      | 1,514,940                                  |   |   | $                                    | (37,245 | )      |                     | $      | (29,676 | )      |   | $ | 204,031 |   |   | $ | 1,654,683 |   |
| Net income                                                      |   |                                    |   |   |                                 |   |   |                                   |   |   |                                       |   |   |                                 | 90,122  |   |                     |   |    |   |   |   | 2,874 |   |   |   | 92,996 |   |
| Shares issued in exchange for noncontrolling interests          |   |                                    |   |   |                                 |   | 5      |                                   |   |   | 4,741                                      |   |   |                                 |    |   |                     |   |    |   |   |   | (4,746 | ) |   |   | - |   |
| Issuance of common shares                                       |   |                                    |   |   |                                 |   | 966    |                                   |   |   | 438,089                                    |   |   |                                 |    |   |                     |   |    |   |   |   |   |   |   |   | 439,055 |   |
| Shares issued under benefit plans                               |   |                                    |   |   |                                 |   | 8      |                                   |   |   | 3,133                                      |   |   |                                 |    |   |                     |   |    |   |   |   |   |   |   |   | 3,141 |   |
| Dividends declared – common shares (1)                    |   |                                    |   |   |                                 |   |   |                                   |   |   |                                       |   |   |                                 | (75,823 | )      |                     |   |    |   |   |   |   |   |   |   | (75,823 | ) |
| Dividends declared – preferred shares (2)                 |   |                                    |   |   |                                 |   |   |                                   |   |   |                                       |   |   |                                 | (16,426 | )      |                     |   |    |   |   |   |   |   |   |   | (16,426 | ) |
| Sale of properties with noncontrolling interests                |   |                                    |   |   |                                 |   |   |                                   |   |   |                                       |   |   |                                 |    |   |                     |   |    |   |   |   | 23,521 |   |   |   | 23,521 |   |
| Distributions to noncontrolling interests                       |   |                                    |   |   |                                 |   |   |                                   |   |   |                                       |   |   |                                 |    |   |                     |   |    |   |   |   | (8,421 | ) |   |   | (8,421 | ) |
| Contributions from noncontrolling interests                     |   |                                    |   |   |                                 |   |   |                                   |   |   |                                       |   |   |                                 |    |   |                     |   |    |   |   |   | 4,414 |   |   |   | 4,414 |   |
| Purchase and cancellation of convertible senior unsecured notes |   |                                    |   |   |                                 |   |   |                                   |   |   | (71                                        | )      |   |                                 |    |   |                     |   |    |   |   |   |   |   |   |   | (71 | ) |
| Other comprehensive income                                      |   |                                    |   |   |                                 |   |   |                                   |   |   |                                       |   |   |                                 |    |   |                     |   | 1,242   |   |   |   |   |   |   |   | 1,242 |   |
| Other, net                                                      |   |                                    |   |   |                                 |   |   |                                   |   |   | 1,301                                      |   |   |                                 | (1,312  | )      |                     |   |    |   |   |   | (39 | ) |   |   | (50 | ) |
| Balance, June 30, 2009                                          |   | $                                       | 8      |   |                                 | $      | 3,604  |                                   |   | $      | 1,962,133                                  |   |   | $                                    | (40,684 | )      |                     | $      | (28,434 | )      |   | $ | 221,634 |   |   | $ | 2,118,261 |   |

| (1) | Common dividends per share were $.775 for the six months ended June 30, 2009.                                                         |
|-----|---------------------------------------------------------------------------------------------------------------------------------------|
| (2) | Series D, E and F preferred dividends per share were $25.31, $86.88 and $81.25, respectively, for the six months ended June 30, 2009. |

----

----

|                                                                                                |   | Three Months Ended |    |   | Six Months Ended |   |
|-----------------------------------------------------------------------------------------------------|--------|--------------------|---------|--------|------------------|--------|
|                                                                                                |   | June 30,           |    |   | June 30,         |   |
|                                                                                                |   | 2009               |    |   | 2008             |   |   | 2009 |   |   | 2008 |   |
|                                                                                                |   |               |    |   |             |   |   |   |   |   |   |   |
| Numerator:                                                                                          |   |               |    |   |             |   |   |   |   |   |   |   |
| Net income available to common shareholders – basic                                           |   | $                  | 39,238  |   |             | $      | 64,921 |   |   | $ | 72,384 |   |   | $ | 91,639 |   |
| Income attributable to operating partnership units                                                  |   |               | 489     |   |             |   | 1,147 |   |   |   |   |   |   |   | 2,299 |   |
| Net income available to common shareholders – diluted                                         |   | $                  | 39,727  |   |             | $      | 66,068 |   |   | $ | 72,384 |   |   | $ | 93,938 |   |
|                                                                                                |   |               |    |   |             |   |   |   |   |   |   |   |   |   |   |   |
| Denominator:                                                                                        |   |               |    |   |             |   |   |   |   |   |   |   |   |   |   |   |
| Weighted average shares outstanding – basic                                                   |   |               | 111,840 |   |             |   | 83,742 |   |   |   | 99,478 |   |   |   | 83,710 |   |
| Effect of dilutive securities:                                                                      |   |               |    |   |             |   |   |   |   |   |   |   |   |   |   |   |
|             Share options and awards         |   |               | 486     |   |             |   | 663 |   |   |   | 455 |   |   |   | 577 |   |
|             Operating partnership units |   |               | 2,102   |   |             |   | 2,361 |   |   |   |   |   |   |   | 2,381 |   |
|         Weighted average shares outstanding – diluted      |   |               | 114,428 |   |             |   | 86,766 |   |   |   | 99,933 |   |   |   | 86,668 |   |

----

----

----

----

| Income Statement Classification   |   | Gain (Loss) on Swaps |   |   | Gain (Loss) on Borrowings |   |
|-----------------------------------|--------|----------------------|--------|--------|---------------------------|--------|
|                              |   |                 |   |   |                      |   |
| Three Months Ended June 30, 2009: |   |                 |   |   |                      |   |
| Interest expense, net             |   | $                    | (1,280 | )      |                      | $      | 1,280 |   |
|                              |   |                 |   |   |                      |   |   |   |
| Six Months Ended June 30, 2009:   |   |                 |   |   |                      |   |   |   |
| Interest expense, net             |   | $                    | (1,820 | )      |                      | $      | 1,820 |   |

| Derivatives Hedging Relationships  |   | Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income |   | Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion) |   | Location of Gain (Loss) Recognized in Income on Derivative |                  | Amount of Gain (Loss) Recognized in Income on Derivative |   |
|------------------------------------|--------|--------------------------------------------------------------------------------------------|--------|--------------------------------------------------------------------------------------------------------------|--------|------------------------------------------------------------|-----------------------|----------------------------------------------------------|--------|
|                               |   |                                                                                       |   |                                                                                                         |   |                                                       |                  |                                                     |   |
| Three Months Ended June 30, 2009:  |   |                                                                                       |   |                                                                                                         |   |                                                       |                  |                                                     |   |
| Cash Flow Interest Rate Contracts  |   | Interest expense, net                                                                      |   | $                                                                                                            | (623   | )                                                          |                  |                                                     |   |   |
| Fair Value Interest Rate Contracts |   |                                                                                       |   |                                                                                                         |   |                                                       | Interest expense, net |                                                     | $      | (1,280 | ) |
|                               |   |                                                                                       |   |                                                                                                         |   |                                                       |                  |                                                     |   |   |   |
| Six Months Ended June 30, 2009:    |   |                                                                                       |   |                                                                                                         |   |                                                       |                  |                                                     |   |   |   |
| Cash Flow Interest Rate Contracts  |   | Interest expense, net                                                                      |   | $                                                                                                            | (1,242 | )                                                          |                  |                                                     |   |   |   |
| Fair Value Interest Rate Contracts |   |                                                                                       |   |                                                                                                         |   |                                                       | Interest expense, net |                                                     | $      | (1,820 | ) |

----

|                                                      |   | June 30, |      |   | December 31, |   |
|-----------------------------------------------------------|--------|----------|-----------|--------|--------------|--------|
|                                                      |   | 2009     |      |   | 2008         |   |
|                                                      |   |     |      |   |         |   |
| Debt payable to 2030 at 4.5% to 8.8%                      |   | $        | 2,626,222 |   |         | $      | 2,732,574 |   |
| Unsecured notes payable under revolving credit agreements |   |     |      |   |         |   | 383,000 |   |
| Obligations under capital leases                          |   |     | 29,725    |   |         |   | 29,725 |   |
| Industrial revenue bonds payable to 2015 at 0.5% to 2.4%  |   |     | 3,200     |   |         |   | 3,337 |   |
|                                                      |   |     |      |   |         |   |   |   |
| Total                                                     |   | $        | 2,659,147 |   |         | $      | 3,148,636 |   |

|                                                                |   | June 30, |      |   | December 31, |   |
|---------------------------------------------------------------------|--------|----------|-----------|--------|--------------|--------|
|                                                                |   | 2009     |      |   | 2008         |   |
|                                                                |   |     |      |   |         |   |
| As to interest rate (including the effects of interest rate swaps): |   |     |      |   |         |   |
| Fixed-rate debt                                                     |   | $        | 2,590,726 |   |         | $      | 2,699,609 |   |
| Variable-rate debt                                                  |   |     | 68,421    |   |         |   | 449,027 |   |
|                                                                |   |     |      |   |         |   |   |   |
| Total                                                               |   | $        | 2,659,147 |   |         | $      | 3,148,636 |   |
|                                                                |   |     |      |   |         |   |   |   |
| As to collateralization:                                            |   |     |      |   |         |   |   |   |
| Unsecured debt                                                      |   | $        | 1,541,316 |   |         | $      | 2,116,491 |   |
| Secured debt                                                        |   |     | 1,117,831 |   |         |   | 1,032,145 |   |
|                                                                |   |     |      |   |         |   |   |   |
| Total                                                               |   | $        | 2,659,147 |   |         | $      | 3,148,636 |   |

----

----

| 2009 remaining |   | $      | 61,376    |   |
|----------------|--------|--------|-----------|--------|
| 2010           |   |   | 114,119   |   |
| 2011           |   |   | 217,893   |   |
| 2012           |   |   | 336,686   |   |
| 2013           |   |   | 415,578   |   |
| 2014           |   |   | 385,337   |   |
| 2015           |   |   | 252,169   |   |
| 2016           |   |   | 149,338   |   |
| 2017           |   |   | 118,042   |   |
| 2018           |   |   | 54,007    |   |
| Thereafter     |   |   | 527,358   |   |
| Total          |   | $      | 2,631,903 |   |

----

|                       |   | June 30, |      |   | December 31, |   |
|----------------------------|--------|----------|-----------|--------|--------------|--------|
|                       |   | 2009     |      |   | 2008         |   |
|                       |   |     |      |   |         |   |
| Land                       |   | $        | 947,894   |   |         | $      | 964,982 |   |
| Land held for development  |   |     | 119,167   |   |         |   | 118,078 |   |
| Land under development     |   |     | 93,798    |   |         |   | 101,587 |   |
| Buildings and improvements |   |     | 3,537,068 |   |         |   | 3,488,385 |   |
| Construction in-progress   |   |     | 208,600   |   |         |   | 242,440 |   |
|                       |   |     |      |   |         |   |   |   |
| Total                      |   | $        | 4,906,527 |   |         | $      | 4,915,472 |   |

----

|             |   | Three Months Ended |   |   | Six Months Ended |   |
|------------------|--------|--------------------|--------|--------|------------------|--------|
|             |   | June 30,           |   |   | June 30,         |   |
|             |   | 2009               |   |   | 2008             |   |   | 2009 |   |   | 2008 |   |
|             |   |               |   |   |             |   |   |   |   |   |   |   |
| Interest         |   | $                  | 2,822  |   |             | $      | 4,962 |   |   | $ | 6,019 |   |   | $ | 10,140 |   |
| Ad valorem taxes |   |               | 515    |   |             |   | 831 |   |   |   | 988 |   |   |   | 1,405 |   |
|             |   |               |   |   |             |   |   |   |   |   |   |   |   |   |   |   |
| Total            |   | $                  | 3,337  |   |             | $      | 5,793 |   |   | $ | 7,007 |   |   | $ | 11,545 |   |

----

|                                           |   | June 30, |      |   | December 31, |   |
|------------------------------------------------|--------|----------|-----------|--------|--------------|--------|
|                                           |   | 2009     |      |   | 2008         |   |
|                                           |   |     |      |   |         |   |
| Combined Condensed Balance Sheets              |   |     |      |   |         |   |
|                                           |   |     |      |   |         |   |
| Property                                       |   | $        | 1,964,852 |   |         | $      | 1,951,771 |   |
| Accumulated depreciation                       |   |     | (148,278  | )      |         |   | (129,227 | ) |
| Property, net                                  |   |     | 1,816,574 |   |         |   | 1,822,544 |   |
|                                           |   |     |      |   |         |   |   |   |
| Other assets, net                              |   |     | 238,216   |   |         |   | 256,688 |   |
|                                           |   |     |      |   |         |   |   |   |
| Total                                          |   | $        | 2,054,790 |   |         | $      | 2,079,232 |   |
|                                           |   |     |      |   |         |   |   |   |
|                                           |   |     |      |   |         |   |   |   |
|                                           |   |     |      |   |         |   |   |   |
| Debt, net (primarily mortgage payables)        |   | $        | 439,462   |   |         | $      | 472,486 |   |
| Amounts payable to Weingarten Realty Investors |   |     | 278,189   |   |         |   | 248,969 |   |
| Other liabilities, net                         |   |     | 146,955   |   |         |   | 149,265 |   |
| Total                                          |   |     | 864,606   |   |         |   | 870,720 |   |
|                                           |   |     |      |   |         |   |   |   |
| Accumulated equity                             |   |     | 1,190,184 |   |         |   | 1,208,512 |   |
|                                           |   |     |      |   |         |   |   |   |
| Total                                          |   | $        | 2,054,790 |   |         | $      | 2,079,232 |   |

----

|                                      |   | Three Months Ended |   |   | Six Months Ended |   |
|-------------------------------------------|--------|--------------------|--------|--------|------------------|--------|
|                                      |   | June 30,           |   |   | June 30,         |   |
|                                      |   | 2009               |   |   | 2008             |   |   | 2009 |   |   | 2008 |   |
|                                      |   |               |   |   |             |   |   |   |   |   |   |   |
| Combined Statements of Income             |   |               |   |   |             |   |   |   |   |   |   |   |
|                                      |   |               |   |   |             |   |   |   |   |   |   |   |
| Revenues, net                             |   | $                  | 43,122 |   |             | $      | 39,650 |   |   | $ | 86,024 |   |   | $ | 78,323 |   |
|                                      |   |               |   |   |             |   |   |   |   |   |   |   |   |   |   |   |
| Expenses:                                 |   |               |   |   |             |   |   |   |   |   |   |   |   |   |   |   |
| Depreciation and amortization             |   |               | 13,422 |   |             |   | 10,613 |   |   |   | 26,498 |   |   |   | 19,231 |   |
| Interest, net                             |   |               | 7,580  |   |             |   | 5,396 |   |   |   | 14,599 |   |   |   | 9,317 |   |
| Operating                                 |   |               | 8,006  |   |             |   | 6,665 |   |   |   | 15,105 |   |   |   | 12,928 |   |
| Ad valorem taxes, net                     |   |               | 5,268  |   |             |   | 4,566 |   |   |   | 10,831 |   |   |   | 9,354 |   |
| General and administrative                |   |               | 1,269  |   |             |   | 712 |   |   |   | 2,563 |   |   |   | 977 |   |
|                                      |   |               |   |   |             |   |   |   |   |   |   |   |   |   |   |   |
| Total                                     |   |               | 35,545 |   |             |   | 27,952 |   |   |   | 69,596 |   |   |   | 51,807 |   |
|                                      |   |               |   |   |             |   |   |   |   |   |   |   |   |   |   |   |
| (Loss) gain on merchant development sales |   |               |   |   |             |   | (5 | ) |   |   |   |   |   |   | 490 |   |
| Gain on sale of property                  |   |               |   |   |             |   |   |   |   |   | 11 |   |   |   | 38 |   |
|                                      |   |               |   |   |             |   |   |   |   |   |   |   |   |   |   |   |
| Net income                                |   | $                  | 7,577  |   |             | $      | 11,693 |   |   | $ | 16,439 |   |   | $ | 27,044 |   |

----

|                        |   | June 30, |   |   | December 31, |   |
|-----------------------------|--------|----------|--------|--------|--------------|--------|
|                        |   | 2009     |   |   | 2008         |   |
|                        |   |     |   |   |         |   |
| Deferred Tax Assets:        |   |     |   |   |         |   |
| Impairment loss             |   | $        | 9,936  |   |         | $      | 9,936 |   |
| Allowance on other assets   |   |     | 1,436  |   |         |   | 1,363 |   |
| Interest expense            |   |     | 217    |   |         |   | 861 |   |
| Other                       |   |     | 97     |   |         |   | 174 |   |
|                        |   |     |   |   |         |   |   |   |
| Total                       |   | $        | 11,686 |   |         | $      | 12,334 |   |
|                        |   |     |   |   |         |   |   |   |
| Deferred Tax Liabilities:   |   |     |   |   |         |   |   |   |
| Straight-line rentals       |   | $        | 439    |   |         | $      | 152 |   |
| Book-tax basis differential |   |     | 333    |   |         |   |   |   |
|                        |   |     |   |   |         |   |   |   |
| Total                       |   | $        | 772    |   |         | $      | 152 |   |

----

----

----

|                                                                             |   | June 30, |    |   | December 31, |   |
|----------------------------------------------------------------------------------|--------|----------|---------|--------|--------------|--------|
|                                                                             |   | 2009     |    |   | 2008         |   |
|                                                                             |   |     |    |   |         |   |
| Identified Intangible Assets:                                                    |   |     |    |   |         |   |
| Above-Market Leases (included in Other Assets, net)                              |   | $        | 17,782  |   |         | $      | 17,921 |   |
| Above-Market Leases – Accumulated Amortization                             |   |     | (10,764 | )      |         |   | (9,771 | ) |
| Below-Market Assumed Mortgages (included in Debt, net)                           |   |     | 2,072   |   |         |   | 2,072 |   |
| Below-Market Assumed Mortgages – Accumulated Amortization                  |   |     | (665    | )      |         |   | (525 | ) |
| Valuation of In Place Leases (included in Unamortized Debt and Lease Costs, net) |   |     | 61,458  |   |         |   | 64,027 |   |
| Valuation of In Place Leases – Accumulated Amortization                    |   |     | (31,456 | )      |         |   | (29,104 | ) |
|                                                                             |   |     |    |   |         |   |   |   |
|                                                                             |   | $        | 38,427  |   |         | $      | 44,620 |   |
|                                                                             |   |     |    |   |         |   |   |   |
| Identified Intangible Liabilities:                                               |   |     |    |   |         |   |   |   |
| Below-Market Leases (included in Other Liabilities, net)                         |   | $        | 38,507  |   |         | $      | 38,712 |   |
| Below-Market Leases – Accumulated Amortization                             |   |     | (20,595 | )      |         |   | (18,265 | ) |
| Above-Market Assumed Mortgages (included in Debt, net)                           |   |     | 53,895  |   |         |   | 53,895 |   |
| Above-Market Assumed Mortgages – Accumulated Amortization                  |   |     | (30,653 | )      |         |   | (28,284 | ) |
|                                                                             |   |     |    |   |         |   |   |   |
|                                                                             |   | $        | 41,154  |   |         | $      | 46,058 |   |

| 2009 remaining |   | $      | 1,349 |   |
|----------------|--------|--------|-------|--------|
| 2010           |   |   | 1,858 |   |
| 2011           |   |   | 1,361 |   |
| 2012           |   |   | 1,113 |   |
| 2013           |   |   | 966   |   |

| 2009 remaining |   | $      | 3,229 |   |
|----------------|--------|--------|-------|--------|
| 2010           |   |   | 5,698 |   |
| 2011           |   |   | 4,443 |   |
| 2012           |   |   | 3,567 |   |
| 2013           |   |   | 2,750 |   |

----

| 2009 remaining |   | $      | 2,108 |   |
|----------------|--------|--------|-------|--------|
| 2010           |   |   | 3,713 |   |
| 2011           |   |   | 2,416 |   |
| 2012           |   |   | 1,242 |   |
| 2013           |   |   | 798   |   |

----

|                               |   | Quoted Prices in Active Markets for Identical Assets and Liabilities(Level 1) |   |   | Significant Other Observable Inputs(Level 2) |   | Significant Unobservable Inputs(Level 3) |   | Fair Value atJune 30, 2009 |   |
|------------------------------------|--------|-------------------------------------------------------------------------------|--------|--------|----------------------------------------------|--------|------------------------------------------|--------|----------------------------|--------|
|                               |   |                                                                          |   |   |                                         |   |                                     |   |                       |   |
| Assets:                            |   |                                                                          |   |   |                                         |   |                                     |   |                       |   |
| Derivative instruments             |   |                                                                          |   |   | $                                            | 2,620  |                                     |   |                       | $      | 2,620 |   |
| Investments held in grantor trusts |   | $                                                                             | 11,766 |   |                                         |   |                                     |   |                       |   |   | 11,766 |   |
| Total                              |   | $                                                                             | 11,766 |   |                                         | $      | 2,620                                    |   | -                          |   | $ | 14,386 |   |

|                               |   | Quoted Prices in Active Markets for Identical Assets and Liabilities(Level 1) |   |   | Significant Other Observable Inputs(Level 2) |   |   | Significant Unobservable Inputs(Level 3) |   |   | Fair Value at December 31, 2008 |   |
|------------------------------------|--------|-------------------------------------------------------------------------------|--------|--------|----------------------------------------------|--------|--------|------------------------------------------|--------|--------|---------------------------------|--------|
|                               |   |                                                                          |   |   |                                         |   |   |                                     |   |   |                            |   |
| Assets:                            |   |                                                                          |   |   |                                         |   |   |                                     |   |   |                            |   |
| Derivative instruments             |   |                                                                          |   |   | $                                            | 4,625  |   |                                     |   |   |                            | $      | 4,625 |   |
| Investments held in grantor trusts |   | $                                                                             | 25,595 |   |                                         |   |   |                                     |   |   |                            |   |   | 25,595 |   |
| Total                              |   | $                                                                             | 25,595 |   |                                         | $      | 4,625  |                                     |   |   | -                               |   |   | $ | 30,220 |   |
|                               |   |                                                                          |   |   |                                         |   |   |                                     |   |   |                            |   |   |   |   |   |

----

|                   |   | Quoted Prices in Active Markets for Identical Assets and Liabilities(Level 1) |   |   | Significant Other Observable Inputs(Level 2) |   |   | Significant Unobservable Inputs(Level 3) |   |   | Fair Value at June 30, 2009 |   |   | Total Gains (Losses) |   |
|------------------------|--------|-------------------------------------------------------------------------------|--------|--------|----------------------------------------------|--------|--------|------------------------------------------|--------|--------|-----------------------------|--------|--------|----------------------|--------|
|                   |   |                                                                          |   |   |                                         |   |   |                                     |   |   |                        |   |   |                 |   |
| Property Held for Sale |   |                                                                          | -      |   |                                         | $      | 3,600  |                                     |   |   | -                           |   |   | $                    | 3,600  |   |   | $ | (327 | ) |

----

|                     |   | Six Months Ended |   |
|--------------------------|--------|------------------|--------|
|                     |   | June 30,         |   |
|                     |   | 2009             |   |   | 2008 |   |
|                     |   |             |   |   |   |   |
| Fair value per share     |   | $                | 1.99   |   |   | $ | 3.07 |   |
| Dividend yield           |   |             | 5.2    | % |   |   | 5.1 | % |
| Expected volatility      |   |             | 31.3   | % |   |   | 18.8 | % |
| Expected life (in years) |   |             | 6.2    |   |   |   | 6.2 |   |
| Risk-free interest rate  |   |             | 1.7    | % |   |   | 2.8 | % |

|                         |   |   |      |   | Weighted |   |
|------------------------------|--------|--------|-----------|--------|----------|--------|
|                         |   | Shares |      |   | Average  |   |
|                         |   | Under  |      |   | Exercise |   |
|                         |   | Option |      |   | Price    |   |
|                         |   |   |      |   |     |   |
| Outstanding, January 1, 2009 |   |   | 3,317,655 |   |     | $      | 32.96 |   |
| Granted                      |   |   | 1,182,252 |   |     |   | 11.85 |   |
| Forfeited or expired         |   |   | (12,930   | )      |     |   | 31.29 |   |
| Outstanding, June 30, 2009   |   |   | 4,486,977 |   |     | $      | 27.41 |   |

----

|            |           |   | Outstanding |      |        | Exercisable |      |
|-----------------|----------------|--------|-------------|-----------|-------------|-------------|-----------|
|            |           |   |        |      | Weighted    |        |      |   |   |   |   |   |   |   |   |   |   | Weighted |   |   |   |
|            |           |   |        |      | Average     |        | Weighted  |   |   | Aggregate |   |   |   |   |   | Weighted |   | Average |   | Aggregate |   |
|            |           |   |        |      | Remaining   |        | Average   |   |   | Intrinsic |   |   |   |   |   | Average |   | Remaining |   | Intrinsic |   |
| Range of        |           |   |        |      | Contractual |        | Exercise  |   |   | Value |   |   |   |   |   | Exercise |   | Contractual |   | Value |   |
| Exercise Prices |           |   | Number      |      | Life        |        | Price     |   |   |   | (000’s) |   |   | Number |   |   | Price |   | Life |   |   | (000’s) |   |
|            |           |   |        |      |        |        |      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| $               | 11.85 - $17.78 |   |        |      | 1,180,013   |        | 9.7 years |   | $ | 11.85 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|            |           |   |        |      |        |        |      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| $               | 17.79 - $26.69 |   |        |      | 882,917     |        | 2.5 years |   | $ | 22.11 |   |   |   |   |   |   |   | 822,163 |   |   | $ | 21.93 |   | 2.5 years |   |   |   |   |
|            |           |   |        |      |        |        |      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| $               | 26.70 - $40.05 |   |        |      | 1,937,934   |        | 6.8 years |   | $ | 34.26 |   |   |   |   |   |   |   | 1,131,432 |   |   | $ | 34.68 |   | 5.8 years |   |   |   |   |
|            |           |   |        |      |        |        |      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| $               | 40.06 - $49.62 |   |        |      | 486,113     |        | 7.4 years |   | $ | 47.46 |   |   |   |   |   |   |   | 212,758 |   |   | $ | 47.47 |   | 7.4 years |   |   |   |   |
|            |           |   |        |      |        |        |      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Total           |           |   |        | 4,486,977 |        | 6.8 years   |      | $ | 27.41 |   |   | $ | - |   |   |   | 2,166,353 |   |   | $ | 31.10 |   | 4.7 years |   | $ | - |   |

|                         |   | Unvested   |    |   |            |   |
|------------------------------|--------|------------|---------|--------|-----------------|--------|
|                         |   | Restricted |    |   | Weighted        |   |
|                         |   | Share      |    |   | Average Grant   |   |
|                         |   | Awards     |    |   | Date Fair Value |   |
|                         |   |       |    |   |            |   |
| Outstanding, January 1, 2009 |   |       | 167,402 |   |            | $      | 36.54 |   |
| Granted                      |   |       | 288,979 |   |            |   | 12.20 |   |
| Vested                       |   |       | (56,212 | )      |            |   | 20.94 |   |
| Forfeited                    |   |       | (1,895  | )      |            |   | 26.78 |   |
| Outstanding, June 30, 2009   |   |       | 398,274 |   |            | $      | 21.13 |   |

|                           |   | Three Months Ended |   |   | Six Months Ended |   |
|--------------------------------|--------|--------------------|--------|--------|------------------|--------|
|                           |   | June 30,           |   |   | June 30,         |   |
|                           |   | 2009               |   |   | 2008             |   |   | 2009 |   |   | 2008 |   |
|                           |   |               |   |   |             |   |   |   |   |   |   |   |
| Service cost                   |   | $                  | 935    |   |             | $      | 638 |   |   | $ | 1,755 |   |   | $ | 1,538 |   |
| Interest cost                  |   |               | 796    |   |             |   | 730 |   |   |   | 1,423 |   |   |   | 1,695 |   |
| Expected return on plan assets |   |               | (331   | )      |             |   | (469 | ) |   |   | (529 | ) |   |   | (951 | ) |
| Prior service cost             |   |               | (33    | )      |             |   | (30 | ) |   |   | (53 | ) |   |   | (61 | ) |
| Recognized (gain) loss         |   |               | 286    |   |             |   | (33 | ) |   |   | 457 |   |   |   | (62 | ) |
|                           |   |               |   |   |             |   |   |   |   |   |   |   |   |   |   |   |
| Total                          |   | $                  | 1,653  |   |             | $      | 836 |   |   | $ | 3,053 |   |   | $ | 2,159 |   |

----

|                                                                                                         |   | Six Months Ended |   |
|--------------------------------------------------------------------------------------------------------------|--------|------------------|--------|
|                                                                                                         |   | June 30,         |   |
|                                                                                                         |   | 2009             |   |   | 2008 |   |
|                                                                                                         |   |             |   |   |   |   |
| Net income adjusted for noncontrolling interests                                                             |   | $                | 90,122 |   |   | $ | 109,357 |   |
| Transfers from the noncontrolling interests:                                                                 |   |             |   |   |   |   |   |   |
| Increase in equity for operating partnership units                                                           |   |             | 4,746  |   |   |   | 322 |   |
| Change from net income adjusted for noncontrolling interests and transfers from the noncontrolling interests |   | $                | 94,868 |   |   | $ | 109,679 |   |

----

|                                                                                             |   | Shopping |      |   |       |   |    |   |   |   |      |   |
|--------------------------------------------------------------------------------------------------|--------|----------|-----------|--------|------------|--------|---------|--------|--------|--------|-----------|--------|
|                                                                                             |   | Center   |      |   | Industrial |   |    | Other  |   |   | Total     |   |
|                                                                                             |   |     |      |   |       |   |    |   |   |   |      |   |
| Three Months Ended June 30, 2009:                                                                |   |     |      |   |       |   |    |   |   |   |      |   |
| Revenues                                                                                         |   | $        | 131,021   |   |       | $      | 14,417  |   |   | $      | 1,502     |   |   | $ | 146,940 |   |
| Net Operating Income (Loss)                                                                      |   |     | 90,526    |   |       |   | 10,039  |   |   |   | (2        | )      |   |   | 100,563 |   |
|     Equity in Earnings (Loss) of Real Estate Joint Ventures and Partnerships, net |   |     | 3,869     |   |       |   | 140     |   |   |   | (125      | )      |   |   | 3,884 |   |
|                                                                                             |   |     |      |   |       |   |    |   |   |   |      |   |   |   |   |   |
| Three Months Ended June 30, 2008:                                                                |   |     |      |   |       |   |    |   |   |   |      |   |   |   |   |   |
| Revenues                                                                                         |   | $        | 136,061   |   |       | $      | 13,925  |   |   | $      | 2,298     |   |   | $ | 152,284 |   |
| Net Operating Income                                                                             |   |     | 97,881    |   |       |   | 9,955   |   |   |   | 867       |   |   |   | 108,703 |   |
|     Equity in Earnings (Loss) of Real Estate Joint Ventures and Partnerships, net |   |     | 4,926     |   |       |   | 265     |   |   |   | (52       | )      |   |   | 5,139 |   |
|                                                                                             |   |     |      |   |       |   |    |   |   |   |      |   |   |   |   |   |
| Six Months Ended June 30, 2009:                                                                  |   |     |      |   |       |   |    |   |   |   |      |   |   |   |   |   |
| Revenues                                                                                         |   | $        | 263,276   |   |       | $      | 28,390  |   |   | $      | 3,755     |   |   | $ | 295,421 |   |
| Net Operating Income                                                                             |   |     | 186,380   |   |       |   | 19,961  |   |   |   | 464       |   |   |   | 206,805 |   |
|     Equity in Earnings (Loss) of Real Estate Joint Ventures and Partnerships, net |   |     | 7,151     |   |       |   | 462     |   |   |   | (67       | )      |   |   | 7,546 |   |
|                                                                                             |   |     |      |   |       |   |    |   |   |   |      |   |   |   |   |   |
| Six Months Ended June 30, 2008:                                                                  |   |     |      |   |       |   |    |   |   |   |      |   |   |   |   |   |
| Revenues                                                                                         |   | $        | 270,676   |   |       | $      | 27,945  |   |   | $      | 4,347     |   |   | $ | 302,968 |   |
| Net Operating Income                                                                             |   |     | 194,051   |   |       |   | 19,821  |   |   |   | 1,805     |   |   |   | 215,677 |   |
|     Equity in Earnings (Loss) of Real Estate Joint Ventures and Partnerships, net |   |     | 9,689     |   |       |   | 706     |   |   |   | (9        | )      |   |   | 10,386 |   |
|                                                                                             |   |     |      |   |       |   |    |   |   |   |      |   |   |   |   |   |
| As of June 30, 2009:                                                                             |   |     |      |   |       |   |    |   |   |   |      |   |   |   |   |   |
|     Investment in Real Estate Joint Ventures and Partnerships, net                |   | $        | 344,219   |   |       | $      | 39,248  |   |   | $      | -         |   |   | $ | 383,467 |   |
| Total Assets                                                                                     |   |     | 3,713,318 |   |       |   | 367,724 |   |   |   | 1,002,621 |   |   |   | 5,083,663 |   |
|                                                                                             |   |     |      |   |       |   |    |   |   |   |      |   |   |   |   |   |
| As of December 31, 2008:                                                                         |   |     |      |   |       |   |    |   |   |   |      |   |   |   |   |   |
|     Investment in Real Estate Joint Ventures and Partnerships, net                |   | $        | 318,003   |   |       | $      | 39,631  |   |   | $      | -         |   |   | $ | 357,634 |   |
| Total Assets                                                                                     |   |     | 3,747,037 |   |       |   | 348,691 |   |   |   | 1,018,484 |   |   |   | 5,114,212 |   |

----

|                                                   |   | Three Months Ended |    |   | Six Months Ended |   |
|--------------------------------------------------------|--------|--------------------|---------|--------|------------------|--------|
|                                                   |   | June 30,           |    |   | June 30,         |   |
|                                                   |   | 2009               |    |   | 2008             |   |   | 2009 |   |   | 2008 |   |
|                                                   |   |               |    |   |             |   |   |   |   |   |   |   |
| Total Segment Net Operating Income                     |   | $                  | 100,563 |   |             | $      | 108,703 |   |   | $ | 206,805 |   |   | $ | 215,677 |   |
| Depreciation and Amortization                          |   |               | (38,408 | )      |             |   | (38,971 | ) |   |   | (77,045 | ) |   |   | (81,269 | ) |
| General and Administrative                             |   |               | (7,020  | )      |             |   | (7,104 | ) |   |   | (13,020 | ) |   |   | (13,958 | ) |
| Interest Expense, net                                  |   |               | (39,496 | )      |             |   | (40,552 | ) |   |   | (79,053 | ) |   |   | (78,090 | ) |
| Interest and Other Income, net                         |   |               | 3,645   |   |             |   | 1,699 |   |   |   | 4,909 |   |   |   | 2,748 |   |
| Equity in Earnings of Real Estate Joint                |   |               |    |   |             |   |   |   |   |   |   |   |   |   |   |   |
|     Ventures and Partnerships, net |   |               | 3,884   |   |             |   | 5,139 |   |   |   | 7,546 |   |   |   | 10,386 |   |
| Gain on Redemption of Convertible Senior               |   |               |    |   |             |   |   |   |   |   |   |   |   |   |   |   |
|     Unsecured Notes                |   |               | 8,858   |   |             |   |   |   |   |   | 8,858 |   |   |   |   |   |
| Gain on Merchant Development Sales                     |   |               | 4,006   |   |             |   | 6,303 |   |   |   | 18,128 |   |   |   | 6,822 |   |
| Benefit (Provision) for Income Taxes                   |   |               | 2,257   |   |             |   | (1,543 | ) |   |   | (2,707 | ) |   |   | (2,290 | ) |
|                                                   |   |               |    |   |             |   |   |   |   |   |   |   |   |   |   |   |
| Income from Continuing Operations                      |   | $                  | 38,289  |   |             | $      | 33,674 |   |   | $ | 74,421 |   |   | $ | 60,026 |   |

----

----

----

----

|             |   | June 30, |   |
|------------------|--------|----------|--------|
|             |   | 2009     |   |   | 2008 |   |
|             |   |     |   |   |   |   |
| Shopping Centers |   |     | 92.1   | % |   |   | 94.2 | % |
| Industrial       |   |     | 87.7   | % |   |   | 91.9 | % |
| Total            |   |     | 90.9   | % |   |   | 93.6 | % |

----

|                                                   |   | Three Months Ended |   |
|--------------------------------------------------------|--------|-------------------------|--------|
|                                                   |   | June 30,                |   |
|                                                   |   | 2009                    |   |   | 2008 |   |
|                                                   |   |                    |   |   |   |   |
| Gross interest expense                                 |   | $                       | 41,648 |   |   | $ | 45,067 |   |
| Amortization of convertible bond discount              |   |                    | 1,810  |   |   |   | 2,122 |   |
| Over-market mortgage adjustment of acquired properties |   |                    | (1,140 | ) |   |   | (1,675 | ) |
| Capitalized interest                                   |   |                    | (2,822 | ) |   |   | (4,962 | ) |
|                                                   |   |                    |   |   |   |   |   |   |
| Total                                                  |   | $                       | 39,496 |   |   | $ | 40,552 |   |

----

|             |   | June 30, |   |
|------------------|--------|----------|--------|
|             |   | 2009     |   |   | 2008 |   |
|             |   |     |   |   |   |   |
| Shopping Centers |   |     | 92.1   | % |   |   | 94.2 | % |
| Industrial       |   |     | 87.7   | % |   |   | 91.9 | % |
| Total            |   |     | 90.9   | % |   |   | 93.6 | % |

|                                                   |   | Six Months Ended |   |
|--------------------------------------------------------|--------|-----------------------|--------|
|                                                   |   | June 30,              |   |
|                                                   |   | 2009                  |   |   | 2008 |   |
|                                                   |   |                  |   |   |   |   |
| Gross interest expense                                 |   | $                     | 83,441 |   |   | $ | 87,282 |   |
| Amortization of convertible bond discount              |   |                  | 3,888  |   |   |   | 4,224 |   |
| Over-market mortgage adjustment of acquired properties |   |                  | (2,257 | ) |   |   | (3,276 | ) |
| Capitalized interest                                   |   |                  | (6,019 | ) |   |   | (10,140 | ) |
|                                                   |   |                  |   |   |   |   |   |   |
| Total                                                  |   | $                     | 79,053 |   |   | $ | 78,090 |   |

----

----

| 2010       |   | $      | 43.9  |   |
|------------|--------|--------|-------|--------|
| 2011       |   |   | 13.2  |   |
| 2012       |   |   | 15.3  |   |
| 2013       |   |   | 47.4  |   |
| 2014       |   |   | 53.6  |   |
| Thereafter |   |   | 190.3 |   |

----

----

| Covenant                    |   | Restriction      |   | Actual |
|-----------------------------|--------|------------------|--------|--------|
| Debt to Asset Ratio         |   | Less than 60.0%  |   | 45.10% |
| Secured Debt to Asset Ratio |   | Less than 30.0%  |   | 19.21% |
| Fixed Charge Ratio          |   | Greater than 1.5 |   | 1.92   |
| Unencumbered Interest Ratio |   | Greater than 2.0 |   | 2.81   |

----

|                      |   | Remaining |    |   |   |   |    |   |   |   |    |   |   |   |    |   |       |   |    |   |   |
|---------------------------|--------|-----------|---------|--------|--------|--------|---------|--------|--------|--------|---------|--------|--------|--------|---------|--------|------------|--------|---------|--------|--------|
|                      |   | 2009      |    |   | 2010   |   |    | 2011   |   |   | 2012    |   |   | 2013   |    |   | Thereafter |   |    | Total  |   |
| Mortgages and Notes       |   |      |    |   |   |   |    |   |   |   |    |   |   |   |    |   |       |   |    |   |   |
| Payable: (1)              |   |      |    |   |   |   |    |   |   |   |    |   |   |   |    |   |       |   |    |   |   |
| Unsecured Debt (2)        |   | $         | 386,862 |   |   | $      | 110,107 |   |   | $      | 187,271 |   |   | $      | 247,845 |   |       | $      | 214,298 |   |   | $ | 790,920 |   |   | $ | 1,937,303 |   |
| Secured Debt              |   |      | 73,369  |   |   |   | 135,195 |   |   |   | 149,568 |   |   |   | 189,433 |   |       |   | 182,173 |   |   |   | 718,526 |   |   |   | 1,448,264 |   |
|                      |   |      |    |   |   |   |    |   |   |   |    |   |   |   |    |   |       |   |    |   |   |   |   |   |   |   |   |   |
| Ground Lease Payments     |   |      | 1,787   |   |   |   | 3,528   |   |   |   | 3,439   |   |   |   | 3,251   |   |       |   | 3,222   |   |   |   | 129,400 |   |   |   | 144,627 |   |
|                      |   |      |    |   |   |   |    |   |   |   |    |   |   |   |    |   |       |   |    |   |   |   |   |   |   |   |   |   |
| Litigation Settlement (3) |   |      | 52,033  |   |   |   |    |   |   |   |    |   |   |   |    |   |       |   |    |   |   |   |   |   |   |   | 52,033 |   |
|                      |   |      |    |   |   |   |    |   |   |   |    |   |   |   |    |   |       |   |    |   |   |   |   |   |   |   |   |   |
| Other Obligations (4)     |   |      | 41,969  |   |   |   | 32,186  |   |   |   |    |   |   |   |    |   |       |   |    |   |   |   |   |   |   |   | 74,155 |   |
|                      |   |      |    |   |   |   |    |   |   |   |    |   |   |   |    |   |       |   |    |   |   |   |   |   |   |   |   |   |
| Total Contractual         |   |      |    |   |   |   |    |   |   |   |    |   |   |   |    |   |       |   |    |   |   |   |   |   |   |   |   |   |
| Obligations               |   | $         | 556,020 |   |   | $      | 281,016 |   |   | $      | 340,278 |   |   | $      | 440,529 |   |       | $      | 399,693 |   |   | $ | 1,638,846 |   |   | $ | 3,656,382 |   |

|   | (1) | Includes principal and interest with interest on variable-rate debt calculated using rates at June 30, 2009 excluding the effect of interest rate swaps, as they are currently in a net receivable position. |
|--------|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (2) | Remaining 2009 includes our settlement of the tender offer subsequent to June 30, 2009.  We repurchased $319.5 million face value of our 3.95% convertible senior unsecured notes for approximately $311.1 million. |
|--------|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (3) | See “Off Balance Sheet Arrangements” below for additional information. |
|--------|-----|------------------------------------------------------------------------------------|

|   | (4) | Other obligations include current year income and ad valorem tax payments, contributions to our retirement plan and other employee payments.  Severance and change in control agreements have not been included as the amounts and payouts are not anticipated. |
|--------|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

----

----

|                                                                                        |   | Three Months Ended |    |   | Six Months Ended |   |
|---------------------------------------------------------------------------------------------|--------|--------------------|---------|--------|------------------|--------|
|                                                                                        |   | June 30,           |    |   | June 30,         |   |
|                                                                                        |   | 2009               |    |   | 2008             |   |   | 2009 |   |   | 2008 |   |
|                                                                                        |   |               |    |   |             |   |   |   |   |   |   |   |
| Net income available to common shareholders                                                 |   | $                  | 39,238  |   |             | $      | 64,921 |   |   | $ | 72,384 |   |   | $ | 91,639 |   |
| Depreciation and amortization                                                               |   |               | 36,637  |   |             |   | 37,951 |   |   |   | 73,800 |   |   |   | 80,253 |   |
| Depreciation and amortization of unconsolidated real estate joint ventures and partnerships |   |               | 4,425   |   |             |   | 3,021 |   |   |   | 8,565 |   |   |   | 5,561 |   |
| Gain on sale of property                                                                    |   |               | (11,124 | )      |             |   | (41,231 | ) |   |   | (18,353 | ) |   |   | (48,967 | ) |
| Gain on sale of property of unconsolidated real estate joint ventures and partnerships      |   |               |    |   |             |   |   |   |   |   | (4 | )  |   |   | (14 | )  |
| Funds from operations                                                                       |   |               | 69,176  |   |             |   | 64,662 |   |   |   | 136,392 |   |   |   | 128,472 |   |
| Funds from operations attributable to operating partnership units                           |   |               | 489     |   |             |   | 1,147 |   |   |   |   |   |   |   | 2,299 |   |
|                                                                                        |   |               |    |   |             |   |   |   |   |   |   |   |   |   |   |   |
| Funds from operations assuming conversion of OP units                                       |   | $                  | 69,665  |   |             | $      | 65,809 |   |   | $ | 136,392 |   |   | $ | 130,771 |   |
|                                                                                        |   |               |    |   |             |   |   |   |   |   |   |   |   |   |   |   |
| Weighted average shares outstanding - basic                                                 |   |               | 111,840 |   |             |   | 83,742 |   |   |   | 99,478 |   |   |   | 83,710 |   |
| Effect of dilutive securities:                                                              |   |               |    |   |             |   |   |   |   |   |   |   |   |   |   |   |
| Share options and awards                                                                    |   |               | 486     |   |             |   | 663 |   |   |   | 455 |   |   |   | 577 |   |
| Operating partnership units                                                                 |   |               | 2,102   |   |             |   | 2,361 |   |   |   |   |   |   |   | 2,381 |   |
|                                                                                        |   |               |    |   |             |   |   |   |   |   |   |   |   |   |   |   |
| Weighted average shares outstanding - diluted                                               |   |               | 114,428 |   |             |   | 86,766 |   |   |   | 99,933 |   |   |   | 86,668 |   |

----

----

----

|   | § | Actual or anticipated quarterly fluctuations in our operating results and financial condition; |
|--------|--------|------------------------------------------------------------------------------------------------|

|   | § | Changes in revenues or earnings estimates or publication of research reports and recommendations by financial analysts or actions taken by rating agencies with respect to our securities or those of other REITs; |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | § | The ability of our tenants to pay rent to us and meet their other obligations to us under current lease; |
|--------|--------|----------------------------------------------------------------------------------------------------------|

|   | § | Our ability to re-lease space as leases expire; |
|--------|--------|-------------------------------------------------|

|   | § | Our ability to refinance our indebtedness as it matures; |
|--------|--------|----------------------------------------------------------|

|   | § | Any changes in our distribution policy; |
|--------|--------|-----------------------------------------|

|   | § | Any future issuances of equity securities; |
|--------|--------|--------------------------------------------|

|   | § | Speculation in the press or investment community; |
|--------|--------|---------------------------------------------------|

|   | § | Strategic actions by us or our competitors, such as acquisitions or restructurings; |
|--------|--------|-------------------------------------------------------------------------------------|

|   | § | General market conditions and, in particular, developments related to market conditions for the real estate industry; and |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------|

|   | § | Domestic and international economic factors unrelated to our performance. |
|--------|--------|---------------------------------------------------------------------------|

----

----

| (1) | The shareholders elected each of the nine nominees to the Board of Trust Managers for a one-year term: |
|-----|--------------------------------------------------------------------------------------------------------|

| TRUST MANAGER        |   | FOR    |        |   | WITHHELD |   |
|----------------------|--------|--------|-------------|--------|----------|--------|
|                 |   |   |        |   |     |   |
| Stanford Alexander   |   |   | 75,936,778  |   |     |   | 2,010,322 |   |
| Andrew M. Alexander  |   |   | 76,179,864  |   |     |   | 1,767,235 |   |
| James W. Crownover   |   |   | 76,370,375  |   |     |   | 1,576,724 |   |
| Robert J. Cruikshank |   |   | 75,972,524  |   |     |   | 1,974,576 |   |
| Melvin A. Dow        |   |   | 74,779,180  |   |     |   | 3,167,920 |   |
| Stephen A. Lasher    |   |   | 76,234,669  |   |     |   | 1,712,430 |   |
| Douglas W. Schnitzer |   |   | 76,231,318  |   |     |   | 1,715,782 |   |
| C. Park Shaper       |   |   | 76,183,749  |   |     |   | 1,763,351 |   |
| Marc J. Shapiro      |   |   | 75,825,356  |   |     |   | 2,121,744 |   |
|                 |   |   |        |   |     |   |   |   |
| TOTAL                |   |   | 683,713,813 |   |     |   | 17,810,084 |   |

| FOR     |   |   | 76,860,262 |   |
|---------|--------|--------|------------|--------|
| AGAINST |   |   | 911,697    |   |
| ABSTAIN |   |   | 175,138    |   |
|    |   |   |       |   |
| TOTAL   |   |   | 77,947,097 |   |

----

----

|   | WEINGARTEN REALTY INVESTORS |
|--------|-----------------------------|
|   | (Registrant)                |
|   |                        |   |
|   |                        |   |
|   | By:                         | /s/ Andrew M. Alexander |
|   |                        | Andrew M. Alexander |
|   |                        | Chief Executive Officer |
|   |                        |   |
|   |                        |   |
|   | By:                         | /s/ Joe D. Shafer |
|   |                        | Joe D. Shafer |
|   |                        | Vice President/Chief Accounting Officer |
|   |                        | (Principal Accounting Officer) |

----

|   |    |                                                                                                                                                                                                                                                                                   |
|--------|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (a)    |    | Exhibits:                                                                                                                                                                                                                                                                              |
|   |    |                                                                                                                                                                                                                                                                                   |
| 3.1    | — | Restated Declaration of Trust (filed as Exhibit 3.1 to WRI's Registration Statement on Form 8-A dated January 19, 1999 and incorporated herein by reference).                                                                                                                          |
| 3.2    | — | Amendment of the Restated Declaration of Trust (filed as Exhibit 3.2 to WRI's Registration Statement on Form 8-A dated January 19, 1999 and incorporated herein by reference).                                                                                                         |
| 3.3    | — | Second Amendment of the Restated Declaration of Trust (filed as Exhibit 3.3 to WRI's Registration Statement on Form 8-A dated January 19, 1999 and incorporated herein by reference).                                                                                                  |
| 3.4    | — | Third Amendment of the Restated Declaration of Trust (filed as Exhibit 3.4 to WRI's Registration Statement on Form 8-A dated January 19, 1999 and incorporated herein by reference).                                                                                                   |
| 3.5    | — | Fourth Amendment of the Restated Declaration of Trust dated April 28, 1999 (filed as Exhibit 3.5 to WRI's Annual Report on Form 10-K for the year ended December 31, 2001 and incorporated herein by reference).                                                                       |
| 3.6    | — | Fifth Amendment of the Restated Declaration of Trust dated April 20, 2001 (filed as Exhibit 3.6 to WRI's Annual Report on Form 10-K for the year ended December 31, 2001 and incorporated herein by reference).                                                                        |
| 3.7    | — | Amended and Restated Bylaws of WRI (filed as Exhibit 99.2 to WRI's Registration Statement on Form 8-A dated February 23, 1998 and incorporated herein by reference).                                                                                                                   |
| 3.8    | — | Amendment of Bylaws-Direct Registration System, Section 7.2(a) dated May 3, 2007 (filed as Exhibit 3.8 to WRI’s Form 10-Q for the quarter ended June 30, 2007 and incorporated herein by reference).                                                                             |
| 4.1    | — | Subordinated Indenture dated as of May 1, 1995 between WRI and Chase Bank of Texas, National Association (formerly, Texas Commerce Bank National Association) (filed as Exhibit 4(a) to WRI's Registration Statement on Form S-3 (No. 33-57659) and incorporated herein by reference). |
| 4.2    | — | Subordinated Indenture dated as of May 1, 1995 between WRI and Chase Bank of Texas, National Association (formerly, Texas Commerce Bank National Association) (filed as Exhibit 4(b) to WRI's Registration Statement on Form S-3 (No. 33-57659) and incorporated herein by reference). |
| 4.3    | — | Form of Fixed Rate Senior Medium Term Note (filed as Exhibit 4.19 to WRI’s Annual Report on Form 10-K for the year ended December 31, 1998 and incorporated herein by reference).                                                                                                |
| 4.4    | — | Form of Floating Rate Senior Medium Term Note (filed as Exhibit 4.20 to WRI’s Annual Report on Form 10-K for the year ended December 31, 1998 and incorporated herein by reference).                                                                                             |
| 4.5    | — | Form of Fixed Rate Subordinated Medium Term Note (filed as Exhibit 4.21 to WRI’s Annual Report on Form 10-K for the year ended December 31, 1998 and incorporated herein by reference).                                                                                          |
| 4.6    | — | Form of Floating Rate Subordinated Medium Term Note (filed as Exhibit 4.22 to WRI’s Annual Report on Form 10-K for the year ended December 31, 1998 and incorporated herein by reference).                                                                                       |
| 4.7    | — | Statement of Designation of 6.75% Series D Cumulative Redeemable Preferred Shares (filed as Exhibit 3.1 to WRI’s Registration Statement on Form 8-A dated April 17, 2003 and incorporated herein by reference).                                                                  |
| 4.8    | — | Statement of Designation of 6.95% Series E Cumulative Redeemable Preferred Shares (filed as Exhibit 3.1 to WRI’s Registration Statement on Form 8-A dated July 8, 2004 and incorporated herein by reference).                                                                    |
| 4.9    | — | Statement of Designation of 6.50% Series F Cumulative Redeemable Preferred Shares (filed as Exhibit 3.1 to WRI’s Registration Statement on Form 8-A dated January 29, 2007 and incorporated herein by reference).                                                                |
| 4.10   | — | 6.75% Series D Cumulative Redeemable Preferred Share Certificate (filed as Exhibit 4.2 to WRI’s Registration Statement on Form 8-A dated April 17, 2003 and incorporated herein by reference).                                                                                   |
| 4.11   | — | 6.95% Series E Cumulative Redeemable Preferred Share Certificate (filed as Exhibit 4.2 to WRI’s Registration Statement on Form 8-A dated July 8, 2004 and incorporated herein by reference).                                                                                     |

----

| 4.12         | — | 6.50% Series F Cumulative Redeemable Preferred Share Certificate (filed as Exhibit 4.2 to WRI’s Registration Statement on Form 8-A dated January 29, 2007 and incorporated herein by reference).                                                                                                                                                           |   |
|--------------|---------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
| 4.13         | — | Form of Receipt for Depositary Shares, each representing 1/30 of a share of 6.75% Series D Cumulative Redeemable Preferred Shares, par value $.03 per share (filed as Exhibit 4.3 to WRI’s Registration Statement on Form 8-A dated April 17, 2003 and incorporated herein by reference).                                                                  |   |
| 4.14         | — | Form of Receipt for Depositary Shares, each representing 1/100 of a share of 6.95% Series E Cumulative Redeemable Preferred Shares, par value $.03 per share (filed as Exhibit 4.3 to WRI’s Registration Statement on Form 8-A dated July 8, 2004 and incorporated herein by reference).                                                                   |   |
| 4.15         | — | Form of Receipt for Depositary Shares, each representing 1/100 of a share of 6.50% Series F Cumulative Redeemable Preferred Shares, par value $.03 per share (filed as Exhibit 4.3 to WRI’s Registration Statement on Form 8-A dated January 29, 2007 and incorporated herein by reference).                                                               |   |
| 4.16         | — | Form of 7% Notes due 2011 (filed as Exhibit 4.17 to WRI’s Annual Report on Form 10-K for the year ended December 31, 2001 and incorporated herein by reference).                                                                                                                                                                                           |   |
| 4.17         | — | Form of 3.95% Convertible Senior Notes due 2026 (filed as Exhibit 4.2 to WRI’s Form 8-K on August 2, 2006 and incorporated herein by reference).                                                                                                                                                                                                           |   |
| 10.1†  | — | The Savings and Investment Plan for Employees of Weingarten Realty Investors dated December 17, 2003 (filed as Exhibit 10.34 on WRI’s Annual Report on Form 10-K for the year ended December 31, 2005 and incorporated herein by reference).                                                                                                               |   |
| 10.2†  | — | The Savings and Investment Plan for Employees of WRI, as amended (filed as Exhibit 4.1 to WRI’s Registration Statement on Form S-8 (No. 33-25581) and incorporated herein by reference).                                                                                                                                                                   |   |
| 10.3†  | — | First Amendment to the Savings and Investment Plan for Employees of Weingarten Realty Investors dated August 1, 2005 (filed as Exhibit 10.25 on WRI’s Form 10-Q for the quarter ended September 30, 2005 and incorporated herein by reference).                                                                                                            |   |
| 10.4†  | — | The Fifth Amendment to Savings and Investment Plan for Employees of WRI (filed as Exhibit 4.1.1 to WRI’s Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (No. 33-25581) and incorporated herein by reference).                                                                                                                        |   |
| 10.5†  | — | Mandatory Distribution Amendment for the Savings and Investment Plan for Employees of Weingarten Realty Investors dated August 1, 2005 (filed as Exhibit 10.26 on WRI’s Form 10-Q for the quarter ended September 30, 2005 and incorporated herein by reference).                                                                                          |   |
| 10.6†  | — | The 1993 Incentive Share Plan of WRI (filed as Exhibit 4.1 to WRI’s Registration Statement on Form S-8 (No. 33-52473) and incorporated herein by reference).                                                                                                                                                                                               |   |
| 10.7†  | — | 1999 WRI Employee Share Purchase Plan (filed as Exhibit 10.6 to WRI’s Annual Report on Form 10-K for the year ended December 31, 1999 and incorporated herein by reference).                                                                                                                                                                               |   |
| 10.8†  | — | 2001 Long Term Incentive Plan (filed as Exhibit 10.7 to WRI’s Annual Report on Form 10-K for the year ended December 31, 2001 and incorporated herein by reference).                                                                                                                                                                                       |   |
| 10.9         | — | Master Promissory Note in the amount of $20,000,000 between WRI, as payee, and Chase Bank of Texas, National Association (formerly, Texas Commerce Bank National Association), as maker, effective December 30, 1998 (filed as Exhibit 4.15 to WRI’s Annual Report on Form 10-K for the year ended December 31, 1999 and incorporated hereinby reference). |   |
| 10.10† | — | Weingarten Realty Retirement Plan restated effective April 1, 2002 (filed as Exhibit 10.29 on WRI’s Annual Report on Form 10-K for the year ended December 31, 2005 and incorporated herein by reference).                                                                                                                                                 |   |
| 10.11† | — | First Amendment to the Weingarten Realty Retirement Plan, dated December 31, 2003 (filed as Exhibit 10.33 on WRI’s Annual Report on Form 10-K for the year ended December 31, 2005 and incorporated herein by reference).                                                                                                                                  |   |
| 10.12† | — | First Amendment to the Weingarten Realty Pension Plan, dated August 1, 2005 (filed as Exhibit 10.27 on WRI’s Form 10-Q for the quarter ended September 30, 2005 and incorporated herein by reference).                                                                                                                                                     |
| 10.13† | — | Mandatory Distribution Amendment for the Weingarten Realty Retirement Plan dated August 1, 2005 (filed as Exhibit 10.28 on WRI’s Form 10-Q for the quarter ended September 30, 2005 and incorporated herein by reference).                                                                                                                                 |

----

| 10.14† | — | Weingarten Realty Investors Supplemental Executive Retirement Plan amended and restated effective September 1, 2002 (filed as Exhibit 10.10 on WRI’s Form 10-Q for the quarter ended June 30, 2005 and incorporated herein by reference).                                                                                      |
|--------------|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.15† | — | First Amendment to the Weingarten Realty Investors Supplemental Executive Retirement Plan amended on November 3, 2003 (filed as Exhibit 10.11 on WRI’s Form 10-Q for the quarter ended June 30, 2005 and incorporated herein by reference).                                                                                    |
| 10.16† | — | Second Amendment to the Weingarten Realty Investors Supplemental Executive Retirement Plan amended October 22, 2004 (filed as Exhibit 10.12 on WRI’s Form 10-Q for the quarter ended June 30, 2005 and incorporated herein by reference).                                                                                      |
| 10.17† | — | Third Amendment to the Weingarten Realty Investors Supplemental Executive Retirement Plan amended October 22, 2004 (filed as Exhibit 10.13 on WRI’s Form 10-Q for the quarter ended June 30, 2005 and incorporated herein by reference).                                                                                       |
| 10.18† | — | Weingarten Realty Investors Retirement Benefit Restoration Plan adopted effective September 1, 2002 (filed as Exhibit 10.14 on WRI’s Form 10-Q for the quarter ended June 30, 2005 and incorporated herein by reference).                                                                                                      |
| 10.19† | — | First Amendment to the Weingarten Realty Investors Retirement Benefit Restoration Plan amended on November 3, 2003 (filed as Exhibit 10.15 on WRI’s Form 10-Q for the quarter ended June 30, 2005 and incorporated herein by reference).                                                                                       |
| 10.20† | — | Second Amendment to the Weingarten Realty Investors Retirement Benefit Restoration Plan amended October 22, 2004 (filed as Exhibit 10.16 on WRI’s Form 10-Q for the quarter ended June 30, 2005 and incorporated herein by reference).                                                                                         |
| 10.21† | — | Third Amendment to the Weingarten Realty Pension Plan dated December 23, 2005 (filed as Exhibit 10.30 on WRI’s Annual Report on Form 10-K for the year ended December 31, 2005 and incorporated herein by reference).                                                                                                          |
| 10.22† | — | Weingarten Realty Investors Deferred Compensation Plan amended and restated as a separate and independent plan effective September 1, 2002 (filed as Exhibit 10.17 on WRI’s Form 10-Q for the quarter ended June 30, 2005 and incorporated herein by reference).                                                               |
| 10.23† | — | Supplement to the Weingarten Realty Investors Deferred Compensation Plan amended on April 25, 2003 (filed as Exhibit 10.18 on WRI’s Form 10-Q for the quarter ended June 30, 2005 and incorporated herein by reference).                                                                                                       |
| 10.24† | — | First Amendment to the Weingarten Realty Investors Deferred Compensation Plan amended on November 3, 2003 (filed as Exhibit 10.19 on WRI’s Form 10-Q for the quarter ended June 30, 2005 and incorporated herein by reference).                                                                                                |
| 10.25† | — | Second Amendment to the Weingarten Realty Investors Deferred Compensation Plan, as amended, dated October 13, 2005 (filed as Exhibit 10.29 on WRI’s Form 10-Q for the quarter ended September 30, 2005 and incorporated herein by reference).                                                                                  |
| 10.26† | — | Trust Under the Weingarten Realty Investors Deferred Compensation Plan amended and restated effective October 21, 2003 (filed as Exhibit 10.21 on WRI’s Form 10-Q for the quarter ended June 30, 2005 and incorporated herein by reference).                                                                                   |
| 10.27† | — | Fourth Amendment to the Weingarten Realty Investors Deferred Compensation Plan, dated December 23, 2005 (filed as Exhibit 10.31 on WRI’s Annual Report on Form 10-K for the year ended December 31, 2005 and incorporated herein by reference).                                                                                |
| 10.28† | — | Trust Under the Weingarten Realty Investors Retirement Benefit Restoration Plan amended and restated effective October 21, 2003 (filed as Exhibit 10.22 on WRI’s Form 10-Q for the quarter ended June 30, 2005 and incorporated herein by reference).                                                                          |
| 10.29† | — | Trust Under the Weingarten Realty Investors Supplemental Executive Retirement Plan amended and restated effective October 21, 2003 (filed as Exhibit 10.23 on WRI’s Form 10-Q for the quarter ended June 30, 2005 and incorporated herein by reference).                                                                       |
| 10.30† | — | First Amendment to the Trust Under the Weingarten Realty Investors Deferred Compensation Plan, Supplemental Executive Retirement Plan, and Retirement Benefit Restoration Plan amended on March 16, 2004 (filed as Exhibit 10.24 on WRI’s Form 10-Q for the quarter ended June 30, 2005 and incorporated herein by reference). |
| 10.31† | — | Third Amendment to the Weingarten Realty Investors Deferred Compensation Plan dated August 1, 2005 (filed as Exhibit 10.30 on WRI’s Form 10-Q for the quarter ended September 30, 2005 and incorporated herein by reference).                                                                                                  |

----

| 10.32        | — | Amended and Restated Credit Agreement dated February 22, 2006 among Weingarten Realty Investors, the Lenders Party Hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (filed as Exhibit 10.32 on WRI’s Form 10-K for the year ended December 31, 2005 and incorporated herein by reference). |
|--------------|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.33        | — | Amendment Agreement dated November 7, 2007 to the Amended and Restated Credit Agreement (filed as Exhibit 10.34 on WRI’s Form 10-Q for the quarter ended September 30, 2007 and incorporated herein by reference).                                                                                      |
| 10.34† | — | Fifth Amendment to the Weingarten Realty Investors Deferred Compensation Plan (filed as Exhibit 10.34 to WRI’s Form 10-Q for quarter ended June 30, 2006 and incorporated herein by reference).                                                                                                         |
| 10.35† | — | Restatement of the Weingarten Realty Investors Supplemental Executive Retirement Plan dated August 4, 2006 (filed as Exhibit 10.35 to WRI’s Form 10-Q for the quarter ended September 30, 2006 and incorporated herein by reference).                                                                   |
| 10.36† | — | Restatement of the Weingarten Realty Investors Deferred Compensation Plan dated August 4, 2006 (filed as Exhibit 10.36 to WRI’s Form 10-Q for the quarter ended September 30, 2006 and incorporated herein by reference).                                                                               |
| 10.37† | — | Restatement of the Weingarten Realty Investors Retirement Benefit Restoration Plan dated August 4, 2006 (filed as Exhibit 10.37 to WRI’s Form 10-Q for the quarter ended September 30, 2006 and incorporated herein by reference).                                                                      |
| 10.38† | — | Amendment No. 1 to the Weingarten Realty Investors Supplemental Executive Retirement Plan dated December 15, 2006 (filed as Exhibit 10.38 on WRI’s Form 10-K for the year ended December 31, 2006 and incorporated herein by reference).                                                                |
| 10.39† | — | Amendment No. 1 to the Weingarten Realty Investors Retirement Benefit Restoration Plan dated December 15, 2006 (filed as Exhibit 10.39 on WRI’s Form 10-K for the year ended December 31, 2006 and incorporated herein by reference).                                                                   |
| 10.40† | — | Amendment No. 1 to the Weingarten Realty Investors Deferred Compensation Plan dated December 15, 2006 (filed as Exhibit 10.40 on WRI’s Form 10-K for the year ended December 31, 2006 and incorporated herein by reference).                                                                            |
| 10.41† | — | Final 401(k)/401(m) Regulations Amendment dated December 15, 2006 (filed as Exhibit 10.41 on WRI’s Form 10-K for the year ended December 31, 2006 and incorporated herein by reference).                                                                                                                |
| 10.42† | — | Amendment No. 2 to the Weingarten Realty Investors Retirement Benefit Restoration Plan dated November 9, 2007 (filed as Exhibit 10.43 on WRI’s Form 10-K for the year ended December 31, 2007 and incorporated herein by reference).                                                                    |
| 10.43† | — | Amendment No. 2 to the Weingarten Realty Investors Deferred Compensation Plan dated November 9, 2007 (filed as Exhibit 10.44 on WRI’s Form 10-K for the year ended December 31, 2007 and incorporated herein by reference).                                                                             |
| 10.44† | — | Amendment No. 2 to the Weingarten Realty Investors Supplemental Executive Retirement Plan dated November 9, 2007 (filed as Exhibit 10.45 on WRI’s Form 10-K for the year ended December 31, 2007 and incorporated herein by reference).                                                                 |
| 10.45† | — | Severance Benefit and Stay Pay Bonus Plan dated September 20, 2007 (filed as Exhibit 10.46 on WRI’s Form 10-K for the year ended December 31, 2007 and incorporated herein by reference).                                                                                                               |
| 10.46† | — | 2007 Reduction in Force Severance Pay Plan dated November 6, 2007 (filed as Exhibit 10.47 on WRI’s Form 10-K for the year ended December 31, 2007 and incorporated herein by reference).                                                                                                                |
| 10.47† | — | Fifth Amendment to the Weingarten Realty Retirement Plan, dated August 1, 2008 (filed as Exhibit 10.48 on WRI’s Form 10-Q for the quarter ended September 30, 2008 and incorporated herein by reference).                                                                                               |
| 10.48† | — | Amendment No. 3 to the Weingarten Realty Investors Retirement Benefit Restoration Plan dated November 17, 2008 (filed as Exhibit 10.1 on WRI’s Form 8-K on December 4, 2008 and incorporated herein by reference).                                                                                      |
| 10.49† | — | Amendment No. 3 to the Weingarten Realty Investors Deferred Compensation Plan dated November 17, 2008 (filed as Exhibit 10.2 on WRI’s Form 8-K on December 4, 2008 and incorporated herein by reference).                                                                                               |

----

| 10.50† | — | Amendment No. 3 to the Weingarten Realty Investors Supplemental Executive Retirement Plan dated November 17, 2008 (filed as Exhibit 10.3 on WRI’s Form 8-K on December 4, 2008 and incorporated herein by reference).                                                                                                                                         |
|--------------|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.51† | — | Amendment No. 1 to the Weingarten Realty Investors 2001 Long Term Incentive Plan dated November 17, 2008 (filed as Exhibit 10.4 on WRI’s Form 8-K on December 4, 2008 and incorporated herein by reference).                                                                                                                                                  |
| 10.52† | — | The Savings and Investment Plan for Employees of Weingarten Realty Investors Amendment for the Final 415 Regulations dated November 17, 2008 (filed as Exhibit 10.5 on WRI’s Form 8-K on December 4, 2008 and incorporated herein by reference).                                                                                                              |
| 10.53† | — | Severance and Change to Control Agreement for Johnny Hendrix dated November 11, 1998 (filed as Exhibit 10.54 on WRI’s Form 10-K for the year ended December 31, 2008 and incorporated herein by reference).                                                                                                                                                   |
| 10.54† | — | Severance and Change to Control Agreement for Steven C. Richter dated November 11, 1998 (filed as Exhibit 10.54 on WRI’s Form 10-K for the year ended December 31, 2008 and incorporated herein by reference).                                                                                                                                                |
| 10.55† | — | Amendment No. 1 to Severance and Change to Control Agreement for Johnny Hendrix dated December 20, 2008 (filed as Exhibit 10.54 on WRI’s Form 10-K for the year ended December 31, 2008 and incorporated herein by reference).                                                                                                                                |
| 10.56† | — | Amendment No. 1 to Severance and Change to Control Agreement for Steven Richter dated December 31, 2008 (filed as Exhibit 10.54 on WRI’s Form 10-K for the year ended December 31, 2008 and incorporated herein by reference).                                                                                                                                |
| 10.57† |    | Promissory Note with Reliance Trust Company, Trustee of the Trust under the Weingarten Realty Investors Deferred Compensation Plan, Supplemental Executive Retirement Plan and Retirement Benefit Restoration Plan dated March 12, 2009 (filed as Exhibit 10.57 on WRI’s Form 10-Q for the quarter ended March 31, 2009 and incorporated hereinby reference). |
| 31.1*        | — | Certification pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).                                                                                                                                                                                                                                                               |
| 31.2*        | — | Certification pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).                                                                                                                                                                                                                                                               |
| 32.1**       | — | Certification pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).                                                                                                                                                                                                                         |
| 32.2**       | — | Certification pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).                                                                                                                                                                                                                         |

| * | Filed with this report. |
|---|-------------------------|

| ** | Furnished with this report. |
|----|-----------------------------|

| † | Management contract or compensation plan or arrangement. |
|---------|----------------------------------------------------------|

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