Exhibit 10.24 to 2Q2005 Form 10-Q First Amendment to the Trust Under the Weingarten
      Realty Investors Deferred Compensation Plan, Supplemental Executive Retirement
      Plan, and Retirement Benefit Restoration Plan


    
      

      

    

     

    Exhibit
      10.24

    
      FIRST
        AMENDMENT TO THE 

      TRUST
        UNDER THE 

      


      WEINGARTEN
        REALTY INVESTORS

       

      DEFERRED
        COMPENSATION PLAN

       

      SUPPLEMENTAL
        EXECUTIVE RETIREMENT PLAN,

       

      AND
        RETIREMENT BENEFIT RESTORATION PLAN

       

      


       

      THIS
        AGREEMENT is made by and between Weingarten Realty Investors,
        a real estate investment trust organized under the laws of the State of Texas
        and having its principal office and place of business in Houston, Texas (the
        "Company") and Reliance Trust Company, a trust organization under the laws
        of
        the United States of America and having its principal office and place of
        business in Atlanta, Georgia, as trustee (the “Trustee”).

       

      RECITALS

       

      WHEREAS,
        the Company is the Plan Sponsor of the Weingarten Realty
        Investors Deferred Compensation Plan, the Weingarten Realty Investors
        Supplemental Executive Retirement Plan and the Weingarten Realty Investors
        Retirement Benefit Restoration Plan which are unfunded executive benefit
        plans
        providing deferred compensation benefits to a select group of its management
        or
        highly compensated employees (collectively, the “Plan”); and

       

      WHEREAS,
        the Company and the Trustee have previously entered into
        a trust agreement (the “Trust”) to hold the Trust assets and to receive
        contributions by the Company to be held therein, subject to the claims of
        the
        Company's creditors in the event of the Company's insolvency, as defined
        under
        the Trust, until paid to the Plan participants and their beneficiaries in
        such
        manner and at such times as specified in the Plan or paid to the Company
        in
        accordance with the terms of the Trust; and

       

      WHEREAS,
        the Company has amended the Plan to permit the elective
        deferral of non-vested Restricted Shares and future Restricted Share Awards;
        and

       

      WHEREAS,
        the Company and Trustee desire to amend the Trust to
        provide for the return of any forfeited Restricted Shares; and

       

      WHEREAS,
        it is the intention of the parties that the Trust, as
        amended, shall constitute an unfunded arrangement and shall not affect the
        status of the Plan as an unfunded Plan maintained for the purpose of providing
        deferred compensation for a select group of management or highly compensated
        employees according to Title I of the Employee Retirement Income Security
        Act of
        1974 as amended;

       

      NOW,
        THEREFORE, the parties do hereby amend the Trust as
        follows:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Section
        4(a) of the Trust is amended in its entirety to read as
        follows:

       

      SECTION
        4.
PAYMENTS TO COMPANY

       

      (a) Except
        as provided in Sections 3 and in this Section 4,
        because the Trust is irrevocable, in accordance with Section 1(b) hereof,
        the
        Company shall not have the right or the power to direct the Trustee to return
        to
        the Company or to divert to others any of the Trust assets before all payment
        of
        benefits have been made to Participants or their beneficiaries pursuant to
        the
        terms of the Plan. If at any time prior to the Company being determined to
        be
        Insolvent for purposes of this Trust Agreement, a Participant should forfeit
        all
        or any portion of the benefits provided under the Plan, then the portion
        of the
        Trust assets attributable to the such forfeited benefit(s), upon written
        direction of the Company, shall be returned to the Company as soon as
        practicable. Such written direction shall specify the name of the Participant,
        the amount of the forfeiture and the Trust asset(s) to be so returned incident
        to such forfeiture.

       

      


       

      IN
        WITNESS WHEREOF, the Company and the Trustee have executed this
        First Amendment each by action of a duly authorized person.

       

      WEINGARTEN
        REALTY INVESTORS 

       

      


      By:
/s/
        Stephen Richter

      Name/Title: 
Sr.
        VP/CFO

       

      Date: 3/16/04

       

      


       

      RELIANCE
        TRUST COMPANY

       

      


      By:
/s/
        Howard Kaplan

       

      Name/Title:
SVP

       

      Date:
3/18/04

       

       

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