ex10_1.htm


     

    
      

      

    

     

    
      EXHIBIT 10.1

    

     

    Amendment
No. 3 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, 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 amend the Plan to further reflect the Plan’s compliance with Internal Revenue
Code Section 409A and guidance issued thereunder;

    


    NOW, THEREFORE, the Employer
amends the Plan as follows, effective as of January 1, 2008:

    


    1.           Section
6.2(a) of the Plan is hereby amended, as underlined, to be and read as
follows:

    


    
      	
               
      

            	
              (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,
      2006, 2007 or
      2008 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, 2008; 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; likewise the Participant may
      not  file a modified payment election in 2007 that has the
      effect of deferring payment of amounts the Participant would otherwise
      receive in 2007 or cause payments to be made in 2007 that would otherwise
      be made subsequent to 2007; likewise, the
      Participant may not  file a modified payment election in 2008
      that has the effect of deferring payment
  of

            


    

     

    
 

    
      
         


      

      
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    amounts the Participant
would otherwise receive in 2008 or cause payments to be made in 2008 that would
otherwise be made subsequent to 2008. The elections referred to in the
immediately preceding sentence shall not be required to meet the requirements of
Section 6.2(b).

    


    2.           Section
6.4(c) of the Plan is hereby amended to be and read as follows:

    


    
      	
              (c)  

            	
              Notwithstanding
      anything contained herein to the contrary, if a Participant is a Specified
      Employee and separates from service for a reason other than death, 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 shall instead be made on the first day of the month following the
      date that is six (6) months from the date on which the Participant
      separated from service.

            


    

     

    3.           Section
6.5 is hereby deleted from the Plan.

    


     

    


    IN WITNESS WHEREOF, Weingarten
Realty Investors has caused this instrument to be executed by its duly
authorized officer this 17 day of November, 2008, effective as of January 1,
2008.

    


    
      	
              Weingarten
      Realty Investors

            
	
              By:

            	
              /s/
      Stephen C. Richter

            
	
              Its
      (Title):

            	
              Executive
      Vice President/CFO

            


    

    


     

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