ex10_2.htm


    
      

      

    

     

    
      EXHIBIT 10.2

    

    
 

    Amendment
No. 3 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 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 or as otherwise
stated herein.

    


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

    


    
      	
               
      

            	
              (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, 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 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; likewise, the
      Participant may not file a modified distribution 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; and likewise, the
      Participant may not file a modified distribution election in 2008 that has
      the effect of deferring payment of 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 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

            


    


    
      
         


      

      
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    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.

    


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

    


    
      	
               
      

            	
              (c)

            	
              Distribution to
      Specified Employees. Notwithstanding anything contained herein to
      the contrary, if a Participant is a Specified Employee and separates from
      service for a reason other than death, 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.

            


    

     

    3.           7.2(a)(ii)
of the Plan is hereby amended to be and read as follows:

     

    
      	
               
      

            	
              (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, unless Section 7.1(c) hereof requires a later payment
      date, as described therein; 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.

            


    

     

    4.           Section 7.3(c) of the Plan is hereby
amended to be and read as follows:

     

    
      	
              (c)  

            	
              Commencement of
      Distribution. Payment under this Section 7.3 shall commence as of
      the first day of the month 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, unless Section 7.1(c) hereof
      requires a later payment date, as described therein; 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.

            


    

     

    5.           Section
7.4(a) is hereby deleted from the
Plan.                                                                                                                                

     

    



    
      
         


      

      
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    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, or as otherwise stated herein.

     

    


    
      	
              WEINGARTEN
      REALTY INVESTORS

               

            
	
              By:

            	
              /s/
      Stephen C. Richter

            
	
              Its
      (Title):

            	
              Executive
      Vice President/CFO

            


    

    


     

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