Exhibit 10.11 to 2Q2005 Form 10-Q First Amendment to the Weingarten Realty
      Investors Supplemental Executive Retirement Plan


    
      

      

    

    Exhibit
      10.11

     

    
      FIRST
        AMENDMENT

      TO
        THE

      WEINGARTEN
        REALTY INVESTORS SUPPLEMENTAL EXECUTIVE
        RETIREMENT PLAN

      


      WHEREAS,
        Weingarten Realty Investors (the “Employer”) adopted the Weingarten
        Realty Investors Supplemental Executive Retirement Plan (the “Plan”), most
        recently amended and restated effective September 1, 2002; and

      


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

      


      WHEREAS,
        the Sponsor desires to amend the definition of “Compensation” in the
        Plan (referred to hereafter as “Earnings”) applied in the calculation of
        benefits under the Plan and to adopt certain conforming amendments under
        the
        Plan as hereafter provided;

      


      NOW,
        THEREFORE, the Sponsor amends the Plan as follows:

      


      


      Effective
        January 1, 2003, Article I, Section 1.6
“Compensation” is renumbered to Section 1.7 and is amended in its entirety to
        read hereafter as follows:

      


      1.7   The
Earnings
        of a
        Participant shall have the same meaning as Section 1.1(p) of the Pension
        Plan except that the following modifications to such definition shall apply
        for
        purposes of the Plan:

      


      
        	(a)  	
                Earnings
                  shall be increased
                  by:

              


      

       

      
        	(i)  	
                the
                  fair market value (determined by the Board) of
                  restricted stock awards granted during the Plan
                  Year;

              


      

       

      
        	(ii)  	
                the
                  fair market value (determined by the Board) of stock
                  options granted during the Plan Year; and

              


      

       

      
        	(b)  	
                Earnings
                  shall be decreased
                  by:

              


      

       

      
        	(i)  	
                any
                  amount realized from the exercise of a non-statutory
                  stock option or from a disqualifying disposition of an incentive
                  stock
                  option during the Plan Year;

              


      

       

      
        	(ii)  	
                any
                  amount includable in income derived from a non-qualified
                  deferred compensation plan during the Plan
                  Year;

              


      

       

      
        	(iii)  	
                any
                  amount includable in income by reason of a Participant
                  becoming substantially vested in any restricted stock award or
                  other
                  transfer of property subject to Section 83 of the Code during
                  the
                  Plan Year; and

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	(c)  	
                Earnings
                  shall be determined without regard to any dollar
                  limitation imposed by Section 401(a)(17) of the Code for
                  such Plan
                  Year.

              


      

       

      Effective
        January 1, 2003, Article I, Section 1.7
“Disability” is renumbered as Section 1.6.

      


      Effective
        January 1, 2003, Article I, Section 1.17 is
        amended by the addition of the following sentence:

      


      “Retirement
        Age” shall mean the latest of the attainment of age
        65, the completion of five (5) years of participation in the Plan, or the
        Participant’s attained age.

      


      


      Effective
        January 1, 2003, Article III, Section 3.1 of the
        Plan is amended as underscored to read hereafter as follows:

      


      
        	
                3.1

              	
                Employer
                  Credits. The Employer shall credit
                  to the Account of each Participant an amount each Plan Year which
                  is designed to provide the Participant a supplemental retirement
                  benefit
                  at Retirement Age equal to the additional retirement benefit he
                  would have accrued under the Employer’s Pension Plan, as applicable to
                  such Participant, if such retirement benefit were determined without
                  regard to the benefit and compensation limitations imposed by the
                  Code,
                  but calculated applying the definition of “Earnings” contained
                  herein.

              


      

      


      
        	(a)  	
                The
                  amount credited each Plan Year to the Account of
                  a Participant hired before January 1, 2002 shall be calculated
                  as an
                  actuarially determined level percentage of the participant’s projected
                  compensation that amortizes the unfunded present value of the
                  Supplemental Benefit described below over the period remaining
                  until the Participant attains Retirement Age. The Supplemental
                  Benefit shall be equal to the excess of: 

              


      

       

      
        	(i)  	
                the
                  projected retirement benefit to which the Participant
                  would have been entitled at Retirement Age if such benefit were
                  calculated
                  without giving effect to the benefit and compensation limitations
                  imposed
                  by the Code if such benefit were calculated under the Pension Plan’s
                  defined benefit formula in effect December 31, 2001 (“Defined Benefit
                  Formula”), but applying the definition of “Earnings” contained
                  herein; over

              


      

       

      
        	(ii)  	
                the
                  projected retirement benefit payable to the Participant
                  under the Pension Plan’s Cash Balance Formula at Retirement Age or, for
                  Participant’s in the Pension Plan’s Transition Group, the Pension Plan’s
                  Defined Benefit Formula at Retirement
                  Age.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	(b)  	
                Employer
                  Credits credited to the Account of a Participant
                  hired on or after January 1, 2002 shall be calculated as an actuarially
                  determined level percentage of the participant’s projected compensation
                  that amortizes the unfunded present value of the Supplemental
                  Benefit described below over the period remaining until the
                  Participant attains Retirement Age. The Supplemental Benefit shall
                  be equal to the excess of:

              


      

       

      
        	(i)  	
                the
                  projected retirement benefit to which the Participant
                  would have been entitled at Retirement Age if such benefit were
                  calculated
                  without giving effect to the benefit and compensation limitations
                  imposed
                  by the Code if such benefit were calculated under the Pension Plan’s “Cash
                  Balance Formula” in effect April 1, 2002, but applying the definition
                  of “Earnings” contained herein; over

              


      

       

      
        	(ii)  	
                the
                  retirement benefit payable to the Participant under the
                  Pension Plan’s Cash Balance Formula at Retirement
                  Age.

              


      

       

      


      IN
        WITNESS
        WHEREOF, the Sponsor has executed this instrument this 3 day of
        November, 2003.

      


      Weingarten
        Realty
        Investors

      


      By: 
/s/
        Stephen Richter

                              Title: 
        Senior VP/CFO