0000828916-06-000097 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 2nd, 2006 • Weingarten Realty Investors /Tx/ • Real estate investment trusts • New York

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement” ) is made and entered into as of August 2, 2006 among WEINGARTEN REALTY INVESTORS, a Texas real estate investment trust (the “Company”) and the several initial purchasers (the “Initial Purchasers”) named in Schedule A to the Purchase Agreement (as defined below), for whom Citigroup Global Markets Inc., is acting as representative (the “Representative”).

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WEINGARTEN REALTY INVESTORS, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (FORMERLY, TEXAS COMMERCE BANK NATIONAL ASSOCIATION), Trustee
First Supplemental Indenture • August 2nd, 2006 • Weingarten Realty Investors /Tx/ • Real estate investment trusts • New York

THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”) is entered into as of August 2, 2006 between WEINGARTEN REALTY INVESTORS, a Texas real estate investment trust (the “Company”), having its principal place of business at 2600 Citadel Plaza Drive, Suite 300, Houston, Texas 77008, and JPMorgan Chase Bank, National Association (formerly Texas Commerce Bank National Association), a national banking association duly organized and existing under the laws of the United States, as Trustee hereunder (the “Trustee”), having its Corporate Trust Office at 600 Travis, Suite 1150, Houston, Texas 77002.

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