Exhibit 10.40


    
      

      

    

     

    EXHIBIT
      10.40

    


    


    Amendment
      No. 1 to the 

    Weingarten
      Realty Investors 

    Deferred
      Compensation Plan

    


    


    WHEREAS,
      Weingarten Realty Investors (the “Employer”) sponsors the Weingarten Realty
      Investors Deferred Compensation Plan (the “Plan”) under the terms of which
      eligible participants are entitled to defer a portion of their compensation;
      and


     

    WHEREAS,
      the
      Employer desires to amend certain Plan provisions relating to the payment of
      Plan benefits; 

    


    NOW
      THEREFORE,
      the
      Employer amends the Plan as follows, effective as of January 1,
      2005.

    


    1. Article
      I of the Plan is hereby amended by deleting Sections 1.14 and 1.15 therefrom
      in
      their entirety. 

    


    2. Article
      VII of the Plan is hereby amended to be and read as follows, effective January
      1, 2005:

    


    Article
      VII - Distributions

     

    7.1 Distribution
      Election. 

     

    	(a)  	
            General
              Rule.
              Distribution of the Participant’s Accounts shall be made in accordance
              with the Participant’s election with respect to the form of payment. The
              Participant may make a separate election as to the form of distribution
              in
              the event of death and the time at which distribution is to commence
              following death. Such elections shall be made by the Participant at
              the
              time the Participant makes his or her initial Deferral Election. A
              Participant may modify his or her previously-made elections relating
              to
              the form of distribution and may modify the time at which distribution
              would otherwise commence under Sections 7.2 or 7.3 hereof in accordance
              with Section 7.1(b). Notwithstanding the preceding, if an Eligible
              Employee is participating in the Plan in 2005 or 2006 and has not
              previously designated the form of distribution of his or her Accounts
              or
              desires to modify a previously-filed distribution election, he or she
              must
              make or modify such an election, as the case may be, and file it with
              the
              Administrator on or before December 31, 2006; provided, however, that
              a
              Participant may not file a modified distribution election in 2006 that
              has
              the effect of deferring payment of amounts the Participant would otherwise
              receive in 2006 or cause payments to be made in 2006 that would otherwise
              be made subsequent to 2006. The elections referred to in the immediately
              preceding sentence shall not be required to meet the requirements of
              Section 7.1(b). If the Administrator separately accounts for Deferrals
              in
              each Plan Year, the Participant may make separate distribution elections
              with respect to each Plan Year’s Deferral Election, in which case each
              separate distribution election shall be effective with respect to the
              Deferrals to which the election relates. 

          


     

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    	(b)  	
            Modification
              To Distribution Date or Form of Payment.
              Except as may be permitted in Section 7.1(a) hereof, any election by
              a
              Participant to modify a previously-filed distribution election or to
              modify the time distribution would otherwise commence under Section
              7.2 or
              7.3 hereof is ineffective unless all of the following requirements
              are
              satisfied:

          


     

    	(i)  	
            Such
              modification may not be effective for at least twelve (12) months after
              the date on which the modification is filed with the
              Administrator.

          


     

    	(ii)  	
            Except
              in the case of modifications relating to distributions on account of
              death
              or Disability, the modification must provide that payment will not
              commence for at least five (5) years from the date payment would otherwise
              have been made or commenced.

          


     

    	(iii)  	
            A
              modification related to distribution to be made at a specified time
              or
              under a fixed schedule may not be made less than twelve (12) months
              prior
              to the date of the first otherwise scheduled payment.
              

          


     

    	(iv)  	
            Such
              modification may not permit acceleration of the time or schedule of
              any
              payment under the Plan, except as may be permitted pursuant to applicable
              Treasury Regulations.

          


     

    	(c)  	
            Distribution
              to Key Employees.
              Notwithstanding anything contained herein to the contrary, if a
              Participant is a Key Employee and separates from service for a reason
              other than death or Disability, distribution of such Participant’s
              Accounts may not commence earlier than six (6) months from the date
              of his
              or her separation from service. Any payment that would have been made
              within the first six months following the date on which the Participant
              separated from service without regard to this subsection (c) shall
              be made
              on the first day of the month following the date that is six months
              following the date on which the Participant separated from
              service.

          


     

    7.2 Payment
      of Retirement, Education, and Fixed Period Accounts.

     

    	(a)  	
            Retirement
              Accounts.
              

          


     

    	(i)  	
            Form
              of Payment.
              Retirement Accounts are payable in one of the following forms, as elected
              by the Participant: (i) in a lump sum payment or (ii) in annual
              installments over a period of up to twenty (20) years. If the Participant
              has not made a valid election as to the form of payment of his Retirement
              Account, payment shall be made in one lump
              sum.

          


     

    	(ii)  	
            Commencement
              of Payment.
              Retirement Account payments shall be made or commence as of the first
              day
              of the month immediately following the month in which the Participant
              Retires (or as soon as administratively feasible thereafter); provided,
              however, that the Participant may elect, in accordance with Section
              7.1(b), to defer payment to a later date. If an installment form of
              distribution is elected, annual installment payments subsequent to
              the
              first payment shall be made on each succeeding anniversary of the date
              the
              first payment was made. 

          


     

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    	(b)  	
            Education
              Accounts.
              

          


     

    Education
      Account distributions shall be paid in four annual installments commencing
      on
      January 1 (or as soon as administratively feasible thereafter) of the calendar
      year in which the Student reaches age eighteen (18) and subsequently on the
      three anniversaries thereof in the following amounts:

     

    
      	
              Year
                1

            	
              25%
                of the account balance

            
	
              Year
                2

            	
              33%
                of the remaining account balance

            
	
              Year
                3

            	
              50%
                of the remaining account balance

            
	
              Year
                4

            	
              100%
                of the remaining account balance

            


    

    


    Distribution
      of an Education Account will commence as scheduled without regard to whether
      the
      Student dies prior to attaining age eighteen (18) or whether the Student attends
      college or incurs any post-secondary educational costs; provided, however,
      that
      the Participant may elect, in accordance with Section 7.1(b), to defer payment
      to a later date.

     

    
      	 	
              (c)  
                

            	
              Fixed
                Period Accounts.
                Fixed Period Account distributions shall be paid in one lump sum
                payment
                on January 1 (or as soon as administratively feasible thereafter)
                of the
                calendar year designated by the Participant on his or her Deferral
                Election; provided, however, that the Participant may elect, in accordance
                with Section 7.1(b), to defer payment to a later date.
                

            


    

     

    7.3 Payment
      upon Death, Disability or Termination for Reason Other Than
      Retirement.

     

    	(a)  	
            General
              Rule.
              Payment of a Participant’s Account(s) shall be made or commence in
              accordance with this Section 7.3 if payment has not been made or commenced
              under Section 7.2 at the time the Participant separates from service
              due
              to death, Disability, or any other reason other than
              Retirement.

          


     

    	(b)  	
            Form
              of Payment.
              The Participant’s vested Account(s) are payable under this Section 7.3 in
              one of the following forms, as elected by the Participant: (i) in a
              lump
              sum payment or (ii) in annual installments over a period of up to twenty
              (20) years. If the Participant has not made a valid election as to
              the
              form of payment, payment shall be made in one lump sum.
              

          


     

    	(c)  	
            Commencement
              of Distribution.
              Payment under this Section 7.3 shall commence as of the first day of
              the
              month (or as soon as administratively feasible thereafter) following
              the
              month in which the Participant dies, separates from service due to
              Disability, or separates from service for any other reason other than
              Retirement; provided, however, that the Participant may elect, in
              accordance with Section 7.1(b), to defer payment to a later date. If
              an
              installment form of distribution is elected, annual installment payments
              subsequent to the first payment shall be made on each succeeding
              anniversary of the date the first payment was
              made.

          


     

     

    
      
         

      

      
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    7.4 Minimum
      Distribution.

     

    	(a)  	
            Subject
              to Section 7.1(c) but notwithstanding any other provision in the Plan
              to
              the contrary, if the balance of a Participant’s Account upon his
              separation from service is less than $50,000, the Participant shall
              be
              paid such balance on the first of the month following the month in
              which
              the Participant separates from service.

          


     

    	(b)  	
            Subject
              to Section 7.1(c), if the balance in a Participant’s Education Account is
              less than $4,000 at the time the first scheduled payment from such
              Account
              would otherwise be made, the Participant shall be paid such balance
              as a
              single lump sum on the date the first scheduled payment would have
              otherwise been made.

          


     

    ********

    


    


    IN
      WITNESS WHEREOF, WEINGARTEN REALTY INVESTORS has caused this instrument to
      be
      executed by its duly authorized officer this 15th day of December, 2006,
      effective as of January 1, 2005, or as otherwise stated herein.

     

    


    


    WEINGARTEN
      REALTY INVESTORS

    


    


    
      	
              By:

            	
              /s/
                Stephen C. Richter

            
	 	 
	
              Its
                (Title):

            	
              Chief
                Financial Officer

            


    

     

    
 

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