WEINGARTEN REALTY INVESTORS

                             REVOLVING CREDIT NOTE

$40,000,000                                                  November 22, 1994

  FOR VALUE RECEIVED, the undersigned, Weingarten Realty Investors, A Texas real
estate investment trust, hereby promises to pay to the order of FIRST INTERSTATE
BANK OF TEXAS, N.A. (the "Bank") the principal sum of FORTY MILLION AND 00/100
DOLLARS ($40,000,000) or the aggregate principal amount of Advances made
pursuant to the Credit Agreement hereinafter mentioned and outstanding as of the
maturity hereof, whether by acceleration or otherwise, whichever may be the
lesser, on or before the Termination Date, together with interest on any and all
amounts remaining unpaid l1ereon from time to time from the date hereof until
maturity, payable as described in the Credit Agreement, and at maturity, in the
manner and at the rates per annum as set forth in the Credit Agreement dated as
of even date herewith, between the undersigned, the Bank Texas Commerce Bank
National Association. individually and as Agent, and the other banks which are
party thereto, as amended from time to time (the "Credit Agreement").
Capitalized terms used but not otherwise defined herein shall have the same
respective meanings ascribed to them as in the Credit Agreement.

  If any payment of principal or interest on this Note shall become due on a day
which is not a Business Day, such payment shall be made on the next succeeding
business day, and such extension of time shall in such case be considered in
computing interest in connection with such payment.

  Payments of both principal and interest are to be made in immediately
available funds at the office of the Agent, 712 Main Street, Houston, Texas, or
such other place as the holder shall designate in writing to the maker.

  If default is made in the payment of this Note and it is placed in the hands
of an attorney for collection, or collected through bankruptcy proceedings, or
if suit is brought on this Note, the maker agrees to pay reasonable attorneys'
fees in addition to all other amounts owing hereunder.

  This Note is the Note provided for in, and is entitled to the benefits of, the
Credit Agreement, which among other things, contains provisions for acceleration
of the maturity hereof upon the happening of certain stated events, for
prepayments of principal hereof prior to the maturity hereof upon terms and
conditions therein specified, and to the effect that no provision of the Credit
Agreement or this Note shall require the payment or permit the collection of
interest in excess of the Highest Lawful Rate. It is contemplated that

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by reason of prepayments hereon there may be times when no indebtedness is owing
hereunder; but notwithstanding such occurrences this Note shall remain valid
and shall be in full force and effect as to Advances made pursuant to the
Credit Agreement subsequent to each such occurrence.

  Except as expressly provided in the Credit Agreement, the maker and any and
all endorsers, guarantors and sureties severally waive grace, notice of intent
to accelerate, notice of acceleration, demand, presentment for payment, notice
of dishonor or default, protest and notice of protest and diligence in
collecting and bringing of suit against any party hereto, and agree to all
renewals, extensions or partial payments hereon and to any release or
substitution of security herefor, in whole or in part, with or without notice,
before or after maturity.

  With respect to the incurrence of certain liabilities hereunder and the making
of certain agreements by the Borrower as herein stated, such incurrence of
liabilities and such agreements shall be binding upon the Borrower only as a
trust formed under the Texas Real Estate Investment Trust Act pursuant to that
certain Restated Declaration of Trust dated March 23, 1988 (as it is amended
from time to time), and only upon the assets of such Borrower. No Trust Manager
or officer or other holder of any beneficial interest in the Borrower shall have
any personal liability for the payment of any indebtedness or other liabilities
incurred by the Borrower hereunder or for the performance of any agreements made
by the Borrower hereunder, nor for any other act, omission or obligation
incurred by the Borrower or by the Trust Managers except, in the case of a Trust
Manager, any liability arising from his own wilful misfeasance or malfeasance or
gross negligence.

                                      WEINGARTEN REALTY INVESTORS

                                      By: /s/ Joseph William Robertson, Jr.
                                          --------------------------------- 
                                      Name: Joseph William Robertson, Jr. 
                                      Title: Executive Vice President

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