EXHIBIT 4.1
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO
THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OF PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO. HAS ANY INTEREST HEREIN, TRANSFERS OF THIS GLOBAL SECURITY
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR
TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE, AND TRANSFERS OF PORTIONS OF
THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE CERTIFICATE OF DESIGNATION REFERRED TO BELOW. IN
CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND
TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH REGISTRAR AND
TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH
THE FOREGOING RESTRICTIONS.
7.125% SERIES B CUMULATIVE 7.125% SERIES B CUMULATIVE
REDEEMABLE PREFERRED SHARES REDEEMABLE PREFERRED SHARES
WEINGARTEN REALTY INVESTORS
A Texas Real Estate Investment Trust
Number Shares
P 1 3,600,000
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Cusip 948741 301
THIS CERTIFICATE IS TRANSFERABLE IN
IN NEW YORK, NEW YORK AND RIDGEFIELD PARK, N.J.
THIS CERTIFIES THAT CEDE & CO.
Is the owner of 3,600,000
FULLY-PAID AND NON-ASSESSABLE SHARES, PAR VALUE $.03 PER SHARE OF 7.125%
SERIES B CUMULATIVE REDEEMABLE PREFERRED SHARES OF
WEINGARTEN REALTY INVESTORS
transferable on the books of the Company by the holder hereof in person or by
duly authorized attorney upon surrender of this certificate properly endorsed.
This certificate is not valid unless countersigned by the Transfer Agent and
registered by the Registrar.
Witness the facsimile seal of the Company and the facsimile signatures of
its duly authorized officers.
DATED: October 28, 1998
COUNTERSIGNED AND REGISTERED
CHASEMELLON SHAREHOLDER SERVICES, L.L.C., TRANSFER AGENT AND REGISTRAR
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SENIOR VICE PRESIDENT
By:
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AUTHORIZED OFFICER SECRETARY
WEINGARTEN REALTY INVESTORS
This Certificate and the shares represented hereby are subject in all
respects to the laws of the State of Texas and to the Declaration of Trust and
Bylaws of the Trust and any amendments thereto. The Declaration of Trust, as
amended, provides that no shareholder shall have any preemptive rights to
acquire unissued or treasury shares of the Trust. The Declaration of Trust also
restricts the transfer of the shares and beneficial interest evidenced by this
Certificate in connection with the qualification of the Trust as a real estate
investment trust. Copies of the Trust's Declaration of Trust are on file with
the Harris County, Texas, County Clerk and will be furnished to any shareholder
of record without charge upon written request to the Trust at the principal
place of business or registered office.
The Trust will furnish a full statement of the designations and any
preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications, and terms and conditions of
redemption of the shares of each class which the Trust is authorized to issue
and the difference in the relative rights and preferences between the shares of
each series of any preferred class to the extent they have been set and the
authority of the trust managers to set the relative rights and preferences of
subsequent series to any holder of shares without charge on written request to
the Trust at its principal place of business or registered office.
For value received, hereby sell(s),
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assign(s) and transfer(s) unto
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Please print or type write name and address of assignee
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Please insert Social Security or other identifying number of assignee
______________________________________ Shares of the capital stock represented
by the within Certificate, and do hereby irrevocably constitute and appoint
______________________________________ Attorney, to transfer the said stock on
the books of the within-named Company with full power of substitution in the
premises.
Dated
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NOTICE: THE SIGNATURE OF THE ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON THE
FACE OF THE CERTIFICATE IN EVERY PARTICULAR
WITHOUT ALTERATION OR ENLARGEMENT OR ANY
CHANGE WHATEVER.
SIGNATURE GUARANTEED:
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THE SIGNATURE(S) SHOULD
BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS
WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION
PROGRAM), PURSUANT TO RULE 17AD-15
UNDER THE SECURITIES EXCHANGE
ACT OF 1934.