WEINGARTEN REALTY INVESTORS /TX/
2001 LONG TERM INCENTIVE PLAN
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>7
<FILENAME>doc6.txt
<DESCRIPTION>2001 LONG TERM INCENTIVE PLAN
<TEXT>


                           WEINGARTEN REALTY INVESTORS
                          2001 LONG TERM INCENTIVE PLAN


                                 I.     GENERAL
     1.1     Purpose.  The  Weingarten Realty Investors 2001 Long Term Incentive
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Plan  (the  "Plan") has been established by Weingarten Realty Investors, a Texas
real  estate  investment  trust  (the  "Company"),  to:

(a)     attract  and  retain  key  employees  of  the  Company;

(b)     attract  and  retain  trust managers and Consultants (as defined below);

(c)     motivate  Participants  (as  defined  below)  by  means  of  appropriate
incentives  to  achieve  long-range  goals;

(d)     provide  incentive  compensation opportunities that are competitive with
those  of  comparable  enterprises;  and

(e)     further  align Participants' interests with those of the Company's other
shareholders  through  compensation  alternatives  based on the Company's common
shares  of  beneficial  interest;

and  thereby  promote  the  long-term  financial interest of the Company and its
Subsidiaries  (as  defined  below), if any, including the growth in value of the
Company's  equity  and  enhancement  of  long-term  shareholder  return.

     1.2     Effective  Date.  Subject  to  the ratification and approval of the
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holders  of a majority of the voting common shares of beneficial interest of the
Company,  the  Plan  shall be effective as of April 20, 2001, provided, however,
that  awards  made  under  the  Plan  prior  to  such  approval  of  the Plan by
shareholders  of  the Company are contingent on such approval of the Plan by the
shareholders  of  the Company and shall be null and void if such approval of the
shareholders  of  the Company is withheld. The Plan shall terminate on April 20,
2011,  the  tenth  anniversary  of  the  Effective  Date.

     1.3     Definitions.  The following definitions are applicable to the Plan.
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     (a)     "Award"  shall mean the grant of Share Options or Restricted Shares
pursuant  to  the  Plan.

     (b)     "Award  Agreement"  shall  mean  a  written  agreement  between the
Company  and  a  Participant  documenting  an  Award  under  the  Plan.

     (c)     "Board"  shall  mean  the  Board  of Trust Managers of the Company.

     (d)     "Cause"  shall  mean termination of a Participant's employment with
the  Company or a Subsidiary upon the occurrence of one or more of the following
events:

          (1)     The  Participant's  failure  to  substantially  perform  such
Participant's  duties  with  the  Company or any Subsidiary as determined by the
Committee or the Board following receipt by the Participant of written notice of
such  failure and the Participant's failure to remedy such failure within thirty
(30)  days after receipt of such notice (other than a failure resulting from the
Participant's  incapacity  during  physical  or  mental  illness);

          (2)     The  Participant's  willful  failure  or  refusal  to  perform
specific directives of the Board, which directives are consistent with the scope
and  nature  of the Participant's duties and responsibilities, and which are not
remedied  by  the  Participant  within  thirty (30) days after being notified in
writing  of  such  Participant's  failure  by  the  Board;

          (3)     The  Participant's  conviction  of  a  felony;  or

          (4)     A breach of the Participant's fiduciary duty to the Company or
any  Subsidiary  or  willful  violation  in  the  course  of  performing  the
Participant's  duties  for  the  Company  or  any Subsidiary of any law, rule or
regulation  (other  than  traffic violations or other minor offenses). No act or
failure to act on the Participant's part shall be considered willful unless done
or omitted to be done in bad faith and without reasonable belief that the action
or  omission  was  in  the  best  interest  of  the  Company;

provided, however, that for each employee of the Company who has entered into an
employment  agreement  with the Company, "cause" shall have the meaning provided
in  such  employment  agreement.

     (e)     "Change  in  Control"  shall  mean, after the Effective Date, (i) a
Corporate  Transaction  is  consummated, other than a Corporate Transaction that
would  result  in  substantially  all of the holders of voting securities of the
Company outstanding immediately prior thereto owning (directly or indirectly and
in  substantially  the  same  proportions  relative to each other) not less than
fifty percent (50%) of the combined voting power of the voting securities of the
issuing/surviving/resulting  entity outstanding immediately after such Corporate
Transaction  or  (ii)  an  agreement for the sale or other disposition of all or
substantially  all  of  the Company's assets (evaluated on a consolidated basis,
without  regard  to  whether  the  sale or disposition is effected via a sale or
disposition  of assets of the Company, the sale or disposition of the securities
of  one  or more Subsidiaries or the sale or disposition of the assets of one or
more  Subsidiaries)  is  consummated.

     (f)     "Code"  shall  mean  the  Internal Revenue Code of 1986, as amended
from  time  to  time  (or  any  successor  to  such  legislation).

     (g)     "Committee"  shall mean the Executive Compensation Committee of the
Board  as  such Executive Compensation Committee may be constituted from time to
time;  provided,  however,  membership  on  the  Committee  shall  be limited to
Non-Employee Trust Managers; and provided further, the Committee will consist of
not  less  than  two  (2)  trust  managers.

     (h)  "Consultant"  shall  mean  any  Person  who or which is engaged by the
Company  or  any  Subsidiary to render consulting services pursuant to a written
agreement.

     (i)     "Corporate Transaction" shall mean any recapitalization (other than
a transaction contemplated by Section 1.10 of the Plan) merger, consolidation or
conversion  involving  the  Company  or any exchange of securities involving the
Shares  (other  than  a  transaction  contemplated by Section 1.10 of the Plan),
provided  that  an issuance of Shares by the Company shall not be deemed to be a
"Corporate  Transaction."

     (j)     "Disabled"  shall mean the inability of a Participant, by reason of
a  physical  or mental impairment, to engage in any substantial gainful activity
on  behalf  of  the  Company,  of  which  the  Board  shall  be  the sole judge.

     (k)     "Fair  Market  Value" of any Share shall mean (i) if the Shares are
listed on a national securities exchange or the Nasdaq stock market, the closing
price  of  a Share on a given date; (ii) if the Shares are traded on an exchange
or  market  in  which prices are reported on a bid and asked prices, the closing
price  for  a  Share on a given date; or (iii) if the Shares are not listed on a
national  securities  exchange  nor  traded on the over-the-counter market, such
value  as  the  Committee,  in  good  faith,  shall  determine.

(l)     "Incentive  Share  Option"  shall  mean  any  option  to purchase Shares
awarded  pursuant  to  the  Plan  which qualifies as an "Incentive Share Option"
pursuant  to  Code  Section  422.

     (m)     "Non-Employee Trust Manager" shall have the meaning set forth for a
non-employee  director in Rule 16b-3 (or any successor to such rule) promulgated
under  the Securities Exchange Act of 1934, as amended (the "Exchange Act"), who
are  also  "outside  directors," as required pursuant to Code Section 162(m) and
such  Treasury  regulations  as  may  be  promulgated  thereunder.

(n)     "Non-Qualified  Share  Option"  shall mean any option to purchase Shares
awarded  pursuant to the Plan that does not qualify as an Incentive Share Option
(including,  without  limitation,  any  option  to  purchase  Shares  originally
designated  as  or  intended  to qualify as an Incentive Share Option) but which
does  not  (for  whatever  reason)  qualify  as  an  Incentive  Share  Option.

(o)     "Option  Date" shall mean, with respect to any Share Option, the date on
which  the  Share  Option  is  awarded  under  the  Plan.

     (p)     "Participant"  shall mean (i) any regular full-time employee of the
Company  or  any  Subsidiary (meaning an employee who works at least thirty (30)
hours  or  more per week) who is selected by the Committee to participate in the
Plan,  or (ii) any Consultant or trust manager of the Company or any Subsidiary.

     (q)     "Permitted  Modification" shall be deemed to be any modification of
an  Award  which  is  made  in connection with a Corporate Transaction and which
provides  in connection with a Share Option, that subsequent to the consummation
of the Corporate Transaction (i) the exercise price of such Share Option will be
proportionately  adjusted  to  reflect  the  exchange  ratio  applicable  to the
particular  Corporate  Transaction  and/or  (ii)  the  nature  and  amount  of
consideration  to be received upon exercise of the Share Option will be the same
(on  a per share basis) as was received by Persons who were holders of shares of
Common Stock immediately prior to the consummation of the Corporate Transaction.

(r)     "Permitted Transferees" shall mean a member of a Participant's immediate
family,  trusts  for  the  benefit  of  such  immediate  family  members,  and
partnerships  in  which the Participant and/or such immediate family members are
the  only partners, provided that no consideration is provided for the transfer.
Immediate  family  members  shall  include  a  Participant's spouse, descendants
(children,  grandchildren  and  more  remote  descendants),  and  shall  include
step-children  and  relationships  arising  from  legal  adoption.

     (s)     "Person"  shall  mean an individual, partnership, limited liability
company,  corporation,  joint  stock  company,  trust,  estate,  joint  venture,
association  or  unincorporated  organization  or  any  other  form  of business
organization.

     (t)     "Restricted  Period"  has the meaning ascribed to it in Article IV.

     (u)     "Restricted  Shares"  has the meaning ascribed to it in Article IV.

     (v)     "Securities  Act" shall mean the Securities Act of 1933, as amended
from  time  to  time  (or  any  successor  to  such  legislation).

(w)     "Shares"  shall  mean  the  common  shares of beneficial interest of the
Company,  $.03  par  value  per  share,  of  the  Company.

     (x)     "Share  Option"  shall  mean the right of a Participant to purchase
Shares  pursuant  to  an  Incentive Share Option or a Non-Qualified Share Option
awarded  pursuant  to  the  provisions  of  the  Plan.

     (y)     "Subsidiary"  shall mean any corporation during any period of which
fifty percent (50%) or more of the total combined voting power of all classes of
securities  entitled  to  vote is owned, directly or indirectly, by the Company.

     (z)     "Transactional  Consideration"  shall have the meaning set forth in
Section  1.11(a)  of  the  Plan.

     1.4     Administration.
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     (a)     The  authority  to  manage  and  control  the  operation  and
administration  of  the  Plan  shall  be vested in the Committee. Subject to the
provisions  of  the  Plan,  the  Committee  will  have  authority  to:

     (1)     select  employees, Consultants or trust managers to receive Awards;

     (2)     to determine the time or times of receipt of Shares issued pursuant
to  an  Award;

     (3)     to  determine  the types of Awards and the number of Shares covered
by  the  Awards;

     (4)     to  establish  the  terms,  conditions,  performance  criteria,
restrictions,  and  other  provisions  of  Awards;

     (5)     to  amend,  modify  or  suspend  Awards;

     (6)     to  interpret  the  Plan;

     (7)     to establish, amend, and rescind any rules and regulations relating
to  the  Plan;

     (8)     to  determine the terms and provisions of any Award Agreements and,
as  provided  in  the  Plan,  to  modify  such  Award  Agreements;  and

     (9)     to make all other determinations that may be necessary or advisable
for  the  administration  of  the  Plan.

(b)     In  making  Award  determinations under the Plan, the Committee may take
into  account  the  nature  of  services  rendered  by  the respective employee,
Consultant,  independent  contractor  or  trust  manager  of  the Company or any
Subsidiary,  his  or  her present and potential contribution to the Company's or
any  Subsidiary's  success  and  such other factors as the Board deems relevant.

     (c)     With  respect  to  persons  subject to Section 16 of the Securities
Act,  transactions  under  the  Plan  are intended to comply with all applicable
conditions  of  Rule  16b-3  or its successor rule or statute under the Exchange
Act.  To  the  extent  any  provision  of the Plan or action by the Board or the
Committee  fails  to  so comply, it shall be deemed null and void, to the extent
permitted  by  law.

     (d)     The  Committee  shall  consist  solely  of two or more Non-Employee
Trust  Managers  until  such  time  as such other requirements are imposed or as
otherwise  permitted  by  Rule  16b-3 or its successor rule or statute under the
Exchange  Act.  The  Committee  shall  function  as  follows:  a majority of the
Committee  shall  constitute a quorum, and the acts of a majority of the members
present at any meeting at which a quorum is present, or acts approved in writing
by  all  members  of  the  Committee, shall be the acts of the Committee, unless
provisions  to  the contrary are embodied in the Company's Bylaws or resolutions
duly  adopted  by  the Board. All actions taken and decisions and determinations
made  by  the  Committee pursuant to the Plan shall be binding and conclusive on
all  persons  interested  in  the  Plan. No member of the Board or the Committee
shall be liable for any action or determination taken or made in good faith with
respect  to  the  Plan.

     (e)     Notwithstanding  any  provision  hereof, the Board, in its sole and
exclusive  discretion,  may  vest  any  or  all  of  the  authority,  powers and
discretion  provided to the Committee under this Section or any provision of the
Plan  to  the Board.  All members of the Committee will serve at the pleasure of
the  Board.

     1.5     Participation. Subject to the terms and conditions of the Plan, the
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Committee shall determine and designate, from time to time, (i) the employees of
the  Company  and/or its Subsidiaries who will participate in the Plan, and (ii)
any  Consultants  or  trust  managers of the Company and/or its Subsidiaries who
will  participate in the Plan. In the discretion of the Committee, a Participant
may  be  awarded  Share Options or Restricted Shares or any combination thereof,
and more than one award may be granted to a Participant; provided, however, that
Incentive  Share  Options  shall  not  be  awarded  to  Participants who are not
employees  of  the Company. Except as otherwise agreed to by the Company and the
Participant, any award under the Plan shall not affect any previous award to the
Participant  under  the  Plan or any other plan maintained by the Company or its
Subsidiaries.

     1.6     Shares Subject to the Plan. The Shares with respect to which awards
             --------------------------
may  be  made  under  the Plan shall be either authorized and unissued shares or
issued  and  outstanding  shares (including, in the discretion of the Committee,
shares  purchased in the market). Subject to the provisions of Section 1.10, the
number  of  Shares  available  under the Plan for the grant of Share Options and
Restricted  Shares  shall  not exceed 1,000,000 shares in the aggregate. If, for
any  reason, any award under the Plan or any portion of the award, shall expire,
terminate  or  be  forfeited or cancelled, or be settled in cash pursuant to the
terms  of  the  Plan and, therefore, any such shares are no longer distributable
under  the award, such Shares shall again be available for award under the Plan.

     1.7     Compliance  With  Applicable  Laws  and  Withholding  of  Taxes.
             ---------------------------------------------------------------

     (a)     Notwithstanding  any other provision of the Plan, the Company shall
have  no liability to issue any Shares under the Plan unless such issuance would
comply  with  all  applicable  laws  and  the  applicable  requirements  of  any
securities exchange or similar entity. Prior to the issuance of any Shares under
the  Plan,  the  Company  may  require a written statement that the recipient is
acquiring  the  shares  for  investment  and  not  for  the  purpose or with the
intention of distributing the shares. As a condition to the issuance or transfer
of  any  Shares issuable in connection with an award under the Plan, the Company
may  require  an  opinion of counsel, satisfactory to the Company, to the effect
that  (i)  such  issuance  and/or  transfer  will  not  be  in  violation of the
Securities  Act  or  any other applicable securities laws and (ii) such issuance
and/or  transfer  will  not  be in violation of the rules and regulations of any
securities exchange or automated quotation system on which the Shares are listed
or  admitted  to  trading.

     (b)     All  awards  and payments under the Plan are subject to withholding
of  all  applicable  taxes, which withholding obligations may be satisfied, with
the  consent  of  the  Committee,  through  the  surrender  of  Shares  that the
Participant  already owns, or to which a Participant is otherwise entitled under
the  Plan.  The Company shall have the right to deduct from the number of Shares
constituting part of the exercised award paid in cash, if any, in consequence of
the  exercise  of  a  Share  Option or in connection with an award of Restricted
Shares  under the Plan, any taxes required by law to be withheld with respect to
such  cash  payments.  Where  an employee or other person is entitled to receive
Shares  pursuant  to  the  exercise  of a Share Option pursuant to the Plan, the
Company shall have the right to require the employee or such other person to pay
to  the Company the amount of any taxes that the Company is required to withhold
with  respect  to  such  shares, or, in lieu thereof, to retain, or sell without
notice,  a  sufficient  number of such shares to cover the amount required to be
withheld.

     (c)     Upon the disposition (within the meaning of Code Section 424(c)) of
Shares  acquired  pursuant to the exercise of an Incentive Share Option prior to
the expiration of the holding period requirements of Code Section 422(a)(1), the
employee shall be required to give notice to the Company of such disposition and
the  Company  shall have the right to require the employee to pay to the Company
the  amount of any taxes that are required by law to be withheld with respect to
such  disposition.

     (d)     Upon  termination of the Restricted Period with respect to an award
of  Restricted  Shares  (or such earlier time, if any, as an election is made by
the  employee  under Code Section 83(b), or any successor provisions thereto, to
include  the value of such shares in taxable income), the Company shall have the
right  to require the Participant or other person receiving Shares in respect of
such  Restricted Shares award to pay to the Company the amount of taxes that the
Company is required to withhold with respect to such Shares or, in lieu thereof,
to  retain  or  sell  without notice a sufficient number of Shares held by it to
cover  the  amount  required to be withheld. The Company shall have the right to
deduct  from  all dividends paid with respect to Restricted Shares the amount of
taxes  that  the  Company  is required to withhold with respect to such dividend
payments.

(e)     The  Company  shall  not  be  liable  for  damages  due  to delay in the
issuance,  delivery  or  transfer  of  any Shares issuable in connection with an
award under the Plan for any reason whatsoever, including, but not limited to, a
delay caused by the listing requirements of any securities exchange or automated
quotation  system  or  any registration requirements under the Securities Act or
under  any  other  state  or  federal  law, rule or regulation. Furthermore, the
Company  will  have no liability to any person for refusing to issue, deliver or
transfer  any Shares issuable in connection with an award under the Plan if such
refusal  is  based  upon  the  foregoing  provisions  of  this  Section.

     1.8     Transferability.  Incentive Share Options and, during the period of
             ---------------
restriction,  Restricted  Shares,  awarded  under the Plan are not assignable or
transferable  except  to the Company or as designated by the Participant by will
or  by  the  laws  of  descent  and distribution. Incentive Share Options may be
exercised  during the lifetime of the Participant only by the Participant or his
or  her  guardian  or legal representative. If provided in the option agreement,
Non-Qualified  Share  Options  may  be transferred by a Participant to Permitted
Transferees,  and  may  be  exercised either by the Participant, his guardian or
legal  representative,  or  by  a  Permitted  Transferee.

     1.9     Employee  and  Shareholder  Status.  The Plan does not constitute a
             ----------------------------------
contract  of  employment,  and  selection  as  a  Participant  will not give any
employee the right to be retained in the employ of the Company or any Subsidiary
or  any trust manager or Consultant the right to continue to provide services to
the  Company  or  any  Subsidiary. No award under the Plan shall confer upon the
holder  thereof  any  right as a shareholder of the Company prior to the date on
which  he  or  she  fulfills  all  service requirements and other conditions for
receipt  of  Shares.  If  the redistribution of Shares is restricted pursuant to
Section  1.7,  certificates representing such Shares may bear a legend referring
to  such  restrictions.

     1.10     Adjustments  to Number of Shares Subject to the Plan. In the event
              ----------------------------------------------------
of  any  change  in the outstanding Shares of the Company by reason of any stock
dividend,  split, spinoff, recapitalization, merger, consolidation, combination,
extraordinary  dividend,  exchange  of  shares  or  other  similar  change,  the
aggregate  number  of  Shares with respect to which awards may be made under the
Plan,  the  terms  and the number of Shares of any outstanding Share Options and
Restricted  Shares,  and  the purchase price of a Share under any Share Options,
may  be  equitably  adjusted  by  the  Board  in  its  sole  discretion.

     1.11     Corporate  Transactions.
              -----------------------

     (a)     If a Corporate Transaction is consummated and immediately following
the  consummation  of such Corporate Transaction the Persons who were holders of
Shares  immediately  prior  to the consummation of such Corporate Transaction do
not  receive any securities or other property (hereinafter collectively referred
to  as  "Transactional Consideration") as a result of such Corporate Transaction
and  substantially  all of such Persons continue to hold the Shares held by them
immediately  prior  to  the  consummation  of  such  Corporate  Transaction  (in
substantially  the  same  proportions  relative  to each other), the Awards will
remain outstanding and will continue in full force and effect in accordance with
its terms (without any modification) following the consummation of the Corporate
Transaction.

     (b)     If a Corporate Transaction is consummated and immediately following
the  consummation  of such Corporate Transaction the Persons who were holders of
Shares  immediately  prior  to  the  consummation  of such Corporate Transaction
receive Transactional Consideration as a result of such Corporate Transaction or
substantially  all  of  such  Persons do not continue to hold the Shares held by
them  immediately  prior  to  the consummation of such Corporate Transaction (in
substantially  the  same  proportions  relative  to  each  other), the terms and
conditions  of  the  Awards  will  be  modified  as  follows:

     (1)     If the documentation pursuant to which a Corporate Transaction will
be  consummated provides for the assumption (by the entity issuing Transactional
Consideration to the Persons who were the holders of Shares immediately prior to
the  consummation  of such Corporate Transaction) of the Awards granted pursuant
to  the Plan without any modification or amendment other  than the issuer of the
shares  covered  by  the  Award,  such  Awards  will remain outstanding and will
continue  in  full force and effect in accordance with their terms following the
consummation  of  such  Corporate  Transaction.

(2)     If  the  documentation pursuant to which a Corporate Transaction will be
consummated  does  not  provide  for  the  assumption  by  the  entity  issuing
Transactional  Consideration  to  the  Persons  who  were  the holders of Shares
immediately  prior  to  the  consummation  of  such Corporate Transaction of the
Awards  granted  pursuant to the Plan without any modification or amendment, all
vesting restrictions (performance based or otherwise) applicable to Awards which
will  not  be  so  assumed  will  accelerate  and the holders of such Awards may
(subject  to  the  expiration  of  the term of such Awards) exercise/receive the
benefits  of  such Awards without regard to such vesting restrictions during the
ten  (10)  day  period  immediately preceding the consummation of such Corporate
Transaction. For purposes of the immediately preceding sentence, all performance
based  goals  will  be  deemed  to have been satisfied in full. The Company will
provide  each  Participant  holding  Awards  that  will  not  be so assumed with
reasonable  notice  of  the  termination  of  such  vesting restrictions and the
impending  termination of such Awards. Upon the consummation of such a Corporate
Transaction,  all  unexercised  Awards  which  are  not  to  be  so assumed will
automatically  terminate  and  cease  to  be  outstanding.

     (c)     Nothing contained in this Section will be deemed to extend the term
of  an  Award  or  to  revive  any  Award  which  has  previously lapsed or been
cancelled,  terminated  or  surrendered.

     1.12     Agreement  With Company. At the time of any Awards under the Plan,
              -----------------------
the  Committee  will require a Participant to enter into an Award Agreement with
the  Company  in  a  form  specified by the Committee, agreeing to the terms and
conditions  of  the  Plan  and  to  such  additional  terms  and conditions, not
inconsistent  with  the  Plan,  as  the  Committee  may, in its sole discretion,
prescribe.

     1.13     Amendment  and  Termination  of  Plan.  Subject  to  the following
              -------------------------------------
provisions of this Section 1.13, the Board may at any time and in any way amend,
suspend  or terminate the Plan. No amendment of the Plan and, except as provided
in  Section  1.10, no action by the Board shall, without further approval of the
shareholders of the Company, increase the total number of Shares with respect to
which  awards  may  be  made  under  the  Plan, materially increase the benefits
accruing to Participants under the Plan or materially modify the requirements as
to  eligibility  for  participation in the Plan, if shareholder approval of such
amendment  is  a  condition  of Rule 16b-3 or its successor rule or statute, the
Code or any exchange or market system on which the Shares are listed at the time
such  amendment  is adopted. No amendment, suspension or termination of the Plan
shall  alter  or impair any Share Option or Restricted Shares previously awarded
under  the  Plan  without  the  consent  of  the  holder  thereof.

1.14     Amendments  and  Adjustments To Awards. The Committee may amend, modify
         --------------------------------------
or  terminate  any  outstanding Award with the Participant's consent at any time
prior  to  payment  or exercise in any manner not inconsistent with the terms of
the Plan, including, without limitation, to change the date or dates as of which
and/or  the  terms  and  conditions pursuant to which (a) a Share Option becomes
exercisable or (b) to amend the terms of any outstanding Share Option to provide
an  exercise  price  per  share  which  is higher or lower than the then current
exercise price per share of such outstanding Award or (c) to cancel an Award and
grant  a  new  Award  in  substitution  therefore under such different terms and
conditions  as the Committee determines in its sole discretion to be appropriate
including,  but  not limited to, having an exercise price per share which may be
higher  or  lower  than the exercise price per share of the cancelled Award. The
Committee  may  also  make  adjustments  in the terms and conditions of, and the
criteria  included  in agreements evidencing Awards in recognition of unusual or
nonrecurring  events  (including,  without  limitation,  the events described in
Section  1.11 of the Plan) affecting the Company, or the financial statements of
the  Company or any Subsidiary, or of changes in applicable laws, regulations or
accounting  principles,  whenever the Committee determines that such adjustments
are appropriate to prevent reduction or enlargement of the benefits or potential
benefits  intended  to  be made available pursuant to the Plan. Any provision of
the  Plan  or any Award Agreement to the contrary notwithstanding, the Committee
may  cause  any Award granted to be cancelled in consideration of a cash payment
or  alternative  Award made to the holder of such cancelled Award equal in value
to  the  Fair Market Value of such cancelled Award.  The determinations of value
pursuant  to this Section shall be made by the Committee in its sole discretion.

     1.15     Liability  of  the  Company.  By  accepting any benefits under the
              ---------------------------
Plan,  each  Participant  and  each  person  claiming  under  or  through  such
Participant  shall  be  conclusively  deemed  to  have  indicated acceptance and
ratification  of, and consented to, any action taken or made to be taken or made
under  the  Plan by the Company, the Board, the Committee or any other committee
appointed  by  the Board. No Participant or any person claiming under or through
him or her shall have any right or interest, whether vested or otherwise, in the
Plan or in any Share Option hereunder, contingent or otherwise, unless and until
such  Participant  shall  have  complied  with  all of the terms, conditions and
provisions  of  the  Plan  and the Award Agreement relating thereto. Neither the
Company,  its  trust  managers,  officers  or  employees, nor any of the Related
Companies  which  are  in  existence  or hereafter come into existence, shall be
liable  to any Participant or other person if it is determined for any reason by
the Internal Revenue Service or any court having jurisdiction that any incentive
Share  Options  granted  hereunder do not qualify for tax treatment as incentive
Share  Options under Section 422 of the Code. Neither the Company, the Board nor
the Committee shall be required to give any security or bond for the performance
of  any  obligation  which  may  be  created  by  the  Plan.

1.16     Unfunded  Plan.  Insofar  as  it provides for Awards, the Plan shall be
         --------------
unfunded.  Although  bookkeeping  accounts  may  be  established with respect to
Participants  who are granted Awards of Shares under the Plan, any such accounts
will  be  used  merely  as  a bookkeeping convenience. Except for the holding of
Restricted Shares in escrow pursuant to Article IV hereof, the Company shall not
be  required  to  segregate  any  assets which may at any time be represented by
Awards  under  the  Plan,  nor shall the Plan be construed as providing for such
segregation,  nor shall the Company, the Board nor the Committee be deemed to be
a  trustee  of Shares or cash to be awarded under the Plan. Any liability of the
Company  to  any  Participant  with  respect to an Award under the Plan shall be
based  solely upon any contractual obligations which may be created by the Plan;
no such obligation of the Company shall be deemed to be secured by any pledge or
other  encumbrance  on  any  property  of  the  Company.

1.17     Date  of  Grant  of  an  Award.  Except  as  noted in this Section, the
         ------------------------------
granting  of  an  Award shall take place only upon the execution and delivery by
the  Company  and  the  Participant  of an Award Agreement and neither any other
action taken by the Committee or the Board nor anything contained in the Plan or
in  any  resolution  adopted or to be adopted by the Committee, the Board or the
shareholders  of  the Company shall constitute the granting of an Award pursuant
to  this Plan.  Solely, for purposes of determining the Fair Market Value of the
Shares subject to an Award, such Award will be deemed to have been granted as of
the date specified by the Committee or the Board notwithstanding any delay which
may  elapse  in  executing  and  delivering  the  applicable  Award  Agreement.

1.18     Governing  Law.  The  validity, construction and effect of the Plan and
         --------------
any rules and regulations relating to the Plan shall be determined in accordance
with  the  laws  of  the  State of Texas, without giving effect to the choice of
laws,  rules  and  principles.

                           II. INCENTIVE SHARE OPTIONS
     2.1     Definition.  The  award of an Incentive Share Option under the Plan
             ----------
entitles  the  Participant  to  purchase Shares at a price fixed at the time the
option  is  awarded,  subject  to  the  following  terms  of  this  Article  II.

     2.2     Eligibility. The Committee shall designate the Participants to whom
             -----------
Incentive  Share  Options,  as described in Code Section 422(b) or any successor
section thereto, are to be awarded under the Plan and shall determine the number
of  option  shares to be offered to each of them. Incentive Share Options may be
awarded  only  to  employees.  In no event shall the aggregate Fair Market Value
(determined  at  the time the option is awarded) of Shares with respect to which
Incentive  Share  Options  are  exercisable  for the first time by an individual
during  any  calendar  year  (under  all  plans  of  the Company and all Related
Companies)  exceed  $100,000.

     2.3     Price.  The  purchase  price  of  a  Share under an Incentive Share
             -----
Option shall be determined by the Committee, provided, however, that in no event
shall  such  price be less than the greater of (i) 100% of the Fair Market Value
of  a  Share  as  of  the  Option Date (or 110% of such Fair Market Value if the
holder  of  the option owns shares possessing more than ten percent (10%) of the
combined voting power of all classes of shares of the Company or any Subsidiary)
or  (ii)  the  par  value  of  a  share  on  such  date.

     2.4     Exercise.
             --------

     (a)     Each Incentive Share Option shall become and be exercisable at such
time  or  times  and  during  such  period  or  periods,  in  full  or  in  such
installments,  as  may  be  determined  by  the  Committee  at  the Option Date.

(b)     Unless  otherwise  provided  in  the  Award  Agreement  evidencing  such
Incentive  Share  Option,  Participants  may  elect to pay the purchase price of
Shares purchased upon the exercise of Incentive Share Options in cash or through
delivery  at the time of such exercise of Shares (valued at Fair Market Value as
of  the  date  of exercise) already owned by the Participant, or any combination
thereof,  equivalent  to  the  purchase price of such Incentive Share Options. A
Participant's  payment  of the purchase price in connection with the exercise of
an  Incentive  Share  Option through delivery of Shares ("ISO Shares") that were
acquired  through  the  exercise  of an Incentive Share Option and that have not
been  held  for  more than one year will be considered a disposition (within the
meaning of Code Section 422(c)) of ISO Shares, resulting in the disqualification
of the ISO Shares from treatment as an Incentive Share Option under Code Section
422,  and  the Participant's recognition of ordinary income. Participants should
consult with their tax advisors prior to electing to exercise an Incentive Share
Option  by  this  method.

(c)     As  soon  as  practicable following the time of exercise of an Incentive
Share  Option,  a  certificate  representing  the  Shares  so purchased shall be
delivered  to  the  Participant.

     2.5     Option  Expiration  Date.  Unless  otherwise  provided by the Award
             ------------------------
Agreement,  the  "Expiration  Date" with respect to an Incentive Share Option or
any  portion  thereof awarded to a Participant under the Plan means the earliest
of:

     (a)     the  date  that  is  (10)  ten  years  after  the date on which the
Incentive Share Option is awarded (or, if the Participant owns shares possessing
more  than  ten  percent  (10%)  of  the combined voting power of all classes of
shares  of  the Company or any Subsidiary, the date that is five (5) years after
the  date  on  which  the  Incentive  Share  Option  is  awarded);

     (b)     the  date  that  is one (1) year after the Participant's employment
with  the  Company  and  all  Related  Companies  is terminated by reason of the
Participant  becoming  Disabled  or  by  reason  of  the  Participant's  death;

     (c)     thirty  (30)  days  following  the  date  that  the  Participant's
employment  with  the Company and all Related Companies is terminated for reason
other than death or becoming Disabled. All rights to purchase Shares pursuant to
an  Incentive  Share  Option shall cease as of such option's Expiration Date; or

(d)     the  date  the  Participant  is  terminated  for  Cause.

All  rights to purchase Shares pursuant to an Incentive Share Option shall cease
as  of  such  option's  Expiration  Date.

                        III. NON-QUALIFIED SHARE OPTIONS
     3.1     Definition.  The  award  of  a Non-Qualified Share Option under the
             ----------
Plan  entitles  the  Participant to purchase Shares at a price fixed at the time
the  option  is  awarded,  subject  to  the following terms of this Article III.

     3.2     Eligibility. The Committee shall designate the Participants to whom
             -----------
Non-Qualified Share Options are to be awarded under the Plan and shall determine
the  number  of  option  shares  to  be  offered  to  each  of  them.

     3.3     Price.  The  purchase  price of a Share under a Non-Qualified Share
             -----
Option shall be determined by the Committee; provided, however, that in no event
shall such price be less than 100% of the Fair Market Value of a Share as of the
Option  Date.

     3.4     Exercise.
             --------

     (a)     Each  Non-Qualified Share Option shall become and be exercisable at
such  time  or  times  and  during  such  period  or periods, in full or in such
installments,  as  may  be  determined  by  the  Committee  at  the Option Date.

(b)     Unless  otherwise  provided  in  the  Award  Agreement  evidencing  such
Non-Qualified  Share Option, Participants may elect to pay the purchase price of
Shares  purchased  upon  the  exercise of Non-Qualified Share Options in cash or
through  delivery  at the time of such exercise of Shares (valued at Fair Market
Value  as  of  the  date  of  exercise) already owned by the Participant, or any
combination  thereof,  equivalent  to  the  purchase price of such Non-Qualified
Share  Options.  Participants  also  may  elect to pay, unless restricted by the
Committee or the terms of the Participant's Award Agreement, the purchase price,
in  whole  or  in  part,  in Shares purchased upon the exercise of Non-Qualified
Share Options through the Company's withholding of Shares (valued at Fair Market
Value as of the date of exercise) that would otherwise be issuable upon exercise
of  such  options  equivalent  to the purchase price of such Non-Qualified Share
Options  and,  as soon as practicable thereafter, a certificate representing the
net  number  of  shares  so  purchased shall be delivered to the person entitled
thereto.

(c)     As soon as practicable following the time of exercise of a Non-Qualified
Share  Option,  a  certificate  representing  the  Shares  so purchased shall be
delivered  to  the  Participant.

     3.5     Option  Expiration  Date.  Unless  otherwise  provided  in  a
             ------------------------
Participant's  Award  Agreement,  the  "Expiration  Date"  with  respect  to  a
Non-Qualified Share Option or any portion thereof awarded to a Participant under
the  Plan  means  the  earliest  of:

     (a)     the  date  that  is  (10)  ten  years  after  the date on which the
Non-Qualified  Share  Option  is  awarded;

(b)     the  date  that  is one (1) year after the Participant's employment with
the Company and all Related Companies is terminated by reason of the Participant
becoming  Disabled  or  by  reason  of  the  Participant's  death;

     (c)     thirty  (30)  days  following  the  date  that  the  Participant's
employment  with  the Company and all Related Companies is terminated by reasons
other  than  death  or  becoming  Disabled;  or

(d)     the  date  the  Participant  is  terminated  for  Cause.

All  rights  to  purchase  Shares pursuant to a Non-Qualified Share Option shall
cease  as  of  such  option's  Expiration  Date.

                              IV. RESTRICTED SHARES
     4.1     Definition.  Restricted  Share  Awards  are  grants  of  Shares  to
             ----------
Participants, the vesting of which is subject to a required period of employment
and  any  other  conditions  established  by  the  Committee.

     4.2     Eligibility. The Committee shall designate the Participants to whom
             -----------
Restricted Shares are to be awarded and the number of Shares that are subject to
the  award.

     4.3     Terms  and  Conditions  of Awards. All Restricted Shares awarded to
             ---------------------------------
Participants  under  the  Plan  shall  be  subject  to  the  following terms and
conditions  and  to  such  other terms and conditions, not inconsistent with the
Plan,  as  shall  be  prescribed  by the Committee in its sole discretion and as
shall  be  contained  in  the  Participant's  Award  Agreement.

     (a)     Restricted  Shares  awarded  to  Participants  may  not  be  sold,
assigned,  transferred,  pledged  or otherwise encumbered, except as hereinafter
provided,  for  a  period of years as the Committee may determine on the date of
grant  of  the  Award of Restricted Shares (the "Restricted Period"). Except for
such  restrictions,  the  Participant as owner of such shares shall have all the
rights  of  a  shareholder,  including but not limited to the right to vote such
shares  and, except as otherwise provided by the Committee, the right to receive
all dividends paid on such shares (including any non-vested shares subject to an
Award).

     (b)     The  Committee may in its discretion, at any time after the date of
the  award  of  Restricted Shares, adjust the length of the Restricted Period to
account  for individual circumstances of a Participant or group of Participants.

     (c)     Except  as  otherwise  determined  by  the  Committee  in  its sole
discretion,  a  Participant  whose  employment  with the Company and all Related
Companies  terminates  prior  to the end of the Restricted Period for any reason
shall  forfeit  Restricted  Shares  remaining subject to any outstanding vesting
requirements  under  the  Restricted  Share  Award.

     (d)     Each  certificate  issued  in  respect of Restricted Shares awarded
under  the  Plan  shall be registered in the name of the Participant and, at the
discretion  of  the  Committee,  each such certificate may be deposited with the
Company's  transfer  agent  or  an  agent  of  the  Company as designated by the
Committee. Each such certificate shall bear the following (or a similar) legend:

"The  transferability  of this certificate and the Shares represented hereby are
subject  to  the  terms  and  conditions (including forfeiture) contained in the
Weingarten  Realty  Investors  2001  Long  Term  Incentive Plan and an agreement
entered  into  between  the  registered owner and Weingarten Realty Investors. A
copy  of  such  plan  and agreement is on file in the office of the Secretary of
Weingarten  Realty  Investors,  2600  Citadel  Plaza  Drive #300, Houston, Texas
77008.

(e)     At  the  end  of  the  Restricted  Period  for  Restricted  Shares, such
Restricted Shares will be transferred free of all restrictions (other than those
imposed  by  law)  to  a  Participant  (or  his  or  her  legal  representative,
beneficiary  or  heir).




</TEXT>
</DOCUMENT>
