Exhibit 10.39


    
      

      

    

     

    EXHIBIT
      10.39

    


    Amendment
      No. 1 to the 

    Weingarten
      Realty Investors 

    Retirement
      Benefit Restoration Plan

    


    WHEREAS,
      Weingarten
      Realty Investors (the “Employer”) sponsors the Weingarten Realty Investors
      Retirement Benefit Restoration Plan (the “Plan”); and 

    


    WHEREAS,
      a
      restatement of the Plan was adopted on August 4, 2006, effective January 1,
      2005; and

    


    WHEREAS,
      the
      purpose of the Plan is to supplement the retirement benefit provided under
      the
      terms of the Weingarten Realty Pension Plan, as amended (the “Pension Plan”) for
      selected eligible employees; and

    


    WHEREAS,
      the
      Employer desires to clarify certain provisions relating to the payment of Plan
      benefits and revise the Plan’s vesting provisions, as hereafter
      provided;

    


    NOW,
      THEREFORE, the
      Employer amends the Plan as follows, effective as stated herein:

    
      


      
        	
                1.

              	
                Section
                  4.1 of the Plan is hereby amended as underlined to be and read
                  as follows,
                  effective with respect to individuals commencing Plan participation
                  on and
                  January 1, 2007:

              


      

      
        


        
          	
                  4.1

                	
                  Vesting
                    of Account.
                    A
                    Participant’s Account shall be 0% vested until a Participant has completed
                    ten
                    (10)
                    Vesting Years of Service, at which time his
                    or
                    her
                    Account
                    shall be 100% vested.

                


        

        
          


          
            	
                    2.

                  	
                    Article
                      VI of the Plan is hereby amended to be and read as follows,
                      effective
                      January 1, 2005 and as otherwise provided
                      herein:

                  


          

          
             

          

        

      

    

    Article
      VI - Distributions

    


    
      	
              6.1

            	
              Entitlement
                to Distribution.
                A
                Participant shall be entitled to distribution due to separation from
                service on account of death, Disability, Early Retirement, Retirement
                or
                any other reason, provided the Participant is vested in his
                Account.

            


    

     

    
      
        	
                6.2

              	
                Distribution
                  Election. 

              


      

       

    

    
      	(a)
               	
              General
                Rule.
                Distribution of the vested balance of a Participant’s Accounts shall be
                made in accordance with his or her election which indicates the
                Participant’s choice with respect to the form of distribution among the
                options available under Section 6.3 hereof. 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
                distribution elections must be made at the time the Participant completes
                his or her initial Participation Agreement in accordance with Section
                2.1.
                

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
       

      
        	
              	
                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 Section 6.4 hereof in accordance
                  with
                  Section 6.2(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 payment 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 6.2(b). 

              


      

       

    

    
      	(b)  	
              Modification
                to the Time or Form of Distribution.
                Except as may be permitted under 6.2(a) hereof, any election by a
                Participant to modify a previously-filed distribution election or
                to
                modify the time at which distribution would otherwise commence under
                Section 6.4 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
                made.

            


    

     

    
      	(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 a 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.

            


    

     

    
      	
              6.3

            	
              Form
                of Payment. A
                Participant entitled to distribution shall receive such distribution
                in
                one of the following forms, as previously elected by the Participant
                in
                accordance with Section 6.2 and commencing in accordance with Section
                6.4:
                (i)
                a single life annuity; (ii)
                a joint and
                50%, 75% or 100% survivor annuity; (iii) a ten-year certain and life
                annuity; (iv) a five-year certain and life annuity; (v) one lump
                sum; and
                (vi) annual installments over a period elected by the Participant
                (up to
                twenty (20) years). If
                payment is to be made in the
                form of an annuity, the amount payable to a Participant (and if
                applicable, the 

            


    

    
       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
         

        
          	
                  6.3

                	
                  survivor
                    annuitant) as an annuity shall be determined, in the sole discretion
                    of
                    the Administrator,
                    by reference to a commercial annuity which could be purchased
from
                    an insurer with the Participant's vested Account at the time
                    such payments
                    are
                    to commence. Under
                    no circumstances shall the Participant have any preferential
                    or secured right to or interest in any annuity contract purchased
                    from
                    an
                    insurer by the Employer or Trustee, and the rights of such Participant
                    (and if applicable,
                    the survivor annuitant) shall remain that of a general
                    creditor.
                    If
                    the Participant has not made a valid election in accordance with
                    Section
                    6.2 regarding the form of distribution of his Plan benefit, distribution
                    shall be made in the form of one lump sum
                    payment.

                


        

        
           

        

      

      
        	
                6.4

              	
                Commencement
                  of Payment.
                  

              


      

       

    

    
      	 	
              (a)

            	
              For
                purposes of this Section 6.4, the “Earliest Distribution Date” shall mean
                the earliest date on which distribution could be made or commence
                to the
                Participant under the Pension Plan, determined with regard to each
                Participant as of the date the Participant commenced participation
                under
                this Plan, without regard to any applicable amendments to the Pension
                Plan
                effective subsequent to the date the Participant commenced participation
                under this Plan. 

            


    

    


    
      	 	
              (b)

            	
              Effective
                for distributions payable on and after August 4, 2006, subject to
                paragraph (c) of this Section 6.4, payment to a Participant shall
                be made
                or commence on the Earliest Distribution Date; provided, however,
                that the
                Participant may elect, in accordance with Section 6.2, to defer payment
                to
                a date subsequent to the Earliest Distribution Date. In the case
                of
                distribution in the event of death, if a Participant previously made
                an
                election as to the time benefits commence following death, distribution
                shall be made at the time elected. Effective with respect to distributions
                payable on and after January 1, 2005 and prior to August 4, 2006,
                subject
                to paragraph (c) of this Section 6.4, payment to a Participant shall
                be
                made or commence as soon as administratively feasible after the
                Participant’s death, Disability, separation from service, or Retirement.
                

            


    

    
      


      
        	 	
                (c)

              	
                
                  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, such Participant’s distribution 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 six (6) months of the
                    Participant’s separation from service without regard to the foregoing
                    sentence 

                

              


      

       

    

    
      	
              6.5

            	
              Minimum
                Distribution.
                Notwithstanding
                any provision to the contrary, but subject to Section 6.4(c), if
                the
                balance of a Participant's Account at the time of separation from
                service
                is less than $50,000, then the Participant shall be paid his
                

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
       

      
        	
                 

              	
                or
                  her benefits as a single lump sum thirty (30) days following the
                  Participant’s separation from
                  service.

              


      

       

      

        IN
          WITNESS WHEREOF, the
          Employer has executed this instrument this 15th day of December, 2006,
          effective
          as stated herein.

        


        Weingarten
          Realty Investors

        


        


        
          	
                  By:

                	
                  /s/
                    Stephen C. Richter

                
	 	 
	
                  Its
                    (Title):

                	
                  Chief
                    Financial Officer