ex10_48.htm


    
      
        

        

      

       

      EXHIBIT 10.48

    

     

    
 

    Fifth
Amendment to the

    Weingarten
Realty Retirement Plan

     

    R
E C I T A L S:

     

     

    A.           WHEREAS, Weingarten Realty Investors
(the “Employer”) has previously established the Weingarten Realty Retirement
Plan (the “Plan”) for the benefit of those employees who qualify
thereunder and for their Beneficiaries; and

     

    B.           WHEREAS, the Plan was
submitted to the Internal Revenue Service for a determination regarding the
Plan’s tax-qualified status, as restated and amended; and

     

    C.           WHEREAS, the Internal Revenue
Service, pursuant to its review of the restated and amended Plan, has requested
an amendment to certain Plan provisions, as provided
herein;  and

     

    D.           WHEREAS, the Employer desires
to further amend the Plan to adopt a vesting schedule that reflects changes made
to Internal Revenue Code Section 411 by the Pension Protection Act of 2006;
and

     

    E.           WHEREAS, the Employer has the
power and authority to amend the Plan pursuant to Section 16.1 of the
Plan;

     

    NOW, THEREFORE, pursuant to
Section 16.1 of the Plan, the following amendment is hereby made and shall be
effective April 1, 2002, or as otherwise stated herein:

     

    1.           Section
5.7 of the Plan is hereby amended, as underlined, to be and read as
follows:

     

    5.7         Interest
Credits

     

    On the
last day of each Plan Year beginning on or after January 1, 2002, an Interest
Credit shall be credited to the Cash Balance Account of a Participant whose
Annuity Starting Date has not occurred. The Interest Credit rate shall be equal
to the annual interest rate on ten-year U.S. Treasury Bill Constant Maturities
in effect for the third calendar month immediately preceding the Plan Year;
provided, however,
that if such rate is less than 2.05 percent, the rate used hereunder shall be
2.05 percent. The Interest Credit shall be based on the value of a
Participant’s Cash Balance Account on the first day of the Plan Year. The
Interest Credit for the Plan Year in which a Participant’s Annuity Starting Date
occurs shall be credited to the Participant’s Cash Balance Account as of the
last day of the calendar month preceding the month in which the Participant’s
Annuity Starting Date occurs and shall accrue only through such day. No further
Interest Credits shall be credited to a Participant’s Cash Balance Account
following his Annuity Starting Date.

     

    


     


    
      
         


      

      
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    The
Interest Credit on a Cash Balance Participant’s Cash Balance Account for the
2002 Plan Year shall be based on the Participant’s Opening Balance and interest
on that balance for the full calendar year, including the Freeze
Period.

     

    2.           Section
7.1(b) of the Plan is hereby amended by adding the following subparagraph (3)
following subparagraph (2) thereof to be and read as follows, effective as
stated herein:

     

    
      	
               
      

            	
              (3)

            	
              Vesting
      Schedule applicable to a Cash Balance Participant, effective January 1,
      2008:

            


    

     

    
      	
              Years
      of Service

            	
              Vested
      Interest

            
	
              less
      than 3

            	
              0%

            
	
              3
      or more

            	
              100%

            


    

    


     

    3.           Section
9.2(g) of the Plan is hereby amended, as underlined, to be and read as
follows:

     

    
      	
               
      

            	
              (g)

            	
              Single Sum Payment. The
      Participant may elect to receive a single sum payment in lieu of any other
      retirement benefit payable under the Plan. Such single sum payment shall
      be equal to the following:

            


    

     

    
      	
               
      

            	
              (1)

            	
              For
      a Grandfathered Participant, the Actuarially Equivalent present value of
      his vested Accrued Benefit.

            


    

     

    
      	
               
      

            	
              (2)

            	
              For
      a Cash Balance Participant, the greater of (i) or (ii) as
      follows:

            


    

     

    (i) the greater of his
vested Cash Balance Account balance or an amount equal to the present value of
his vested Cash Balance Account, projected to Normal Retirement Age using the
Interest Credit Rate for the Plan Year in which the distribution will be made,
with present value determined using the “applicable interest rate” and the
“applicable mortality table,” as provided under Code Section 417(e) and related
guidance; or

     

    (ii) the
Actuarially Equivalent present value of his Frozen Accrued Benefit.

     

    A
Participant may only elect this form of payment if the amount of the single sum
payment, as determined above, does not exceed $50,000.

     

    


     


    
      
         


      

      
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    IN WITNESS WHEREOF, the
Employer has caused the Plan to be amended by this Fifth Amendment this       1      
day of August,
2008, to be effective as stated herein.

     

    


    WEINGARTEN
REALTY INVESTORS

    


    


    


    By:                        /s/ Stephen C.
Richter

    Name:                   Stephen C.
Richter

    Title                      Executive
VP/CFO

     

     

     

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