Exhibit 10.10 to 2Q2005 Form 10-Q Weingarten Realty Investors Supplemental
      Executive Retirement Plan


    
      

      

    

    Exhibit
      10.10

    
 

    WEINGARTEN
      REALTY INVESTORS SUPPLEMENTAL

    EXECUTIVE
      RETIREMENT PLAN

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Weingarten
      Realty Investors Supplemental Executive Retirement Plan

     

    Table
      of Contents

    Page

    
       

    

    
    

    
      
        	
                Article
                  I - Definitions

              	
                2

              
	
                1.1

              	
                Account

              	
                2

              
	
                1.2

              	
                Administrator

              	
                
                  2

                

              
	
                1.3

              	
                Board

              	
                
                  2

                

              
	
                1.4

              	
                Bonus

              	
                
                  2

                

              
	
                1.5

              	
                Code

              	
                
                  2

                

              
	
                1.6

              	
                Compensation

              	
                
                  2

                

              
	
                1.7

              	
                Disability

              	
                
                  2

                

              
	
                1.8

              	
                Effective
                  Date

              	
                
                  2

                

              
	
                1.9

              	
                Eligible
                  Employee

              	
                
                  2

                

              
	
                1.10

              	
                Employee

              	
                
                  2

                

              
	
                1.11

              	
                Employer
                  Contribution

              	
                
                  2

                

              
	
                1.12

              	
                Employer
                  Credit

              	
                
                  2

                

              
	
                1.13

              	
                Participant

              	
                
                  2

                

              
	
                1.14

              	
                Participation
                  Agreement

              	
                
                  2

                

              
	
                1.15

              	
                Pension
                  Plan

              	
                
                  3

                

              
	
                1.16

              	
                Plan
                  Year

              	
                
                  3

                

              
	
                1.17

              	
                Retirement

              	
                
                  3

                

              
	
                1.18

              	
                Salary

              	
                
                  3

                

              
	
                1.19

              	
                Transition
                  Group

              	
                
                  3

                

              
	
                1.20

              	
                Trust

              	
                
                  3

                

              
	
                1.21

              	
                Trustee

              	
                
                  3

                

              
	
                1.22

              	
                Vesting
                  Year of Service

              	
                
                  3

                

              
	
                Article
                  II - Participation

              	
                4

              
	
                2.1

              	
                Commencement
                  of Participation

              	
                4

              
	
                Article
                  III - Supplemental Retirement
                  Benefit

              	
                5

              
	
                3.1

              	
                Employer
                  Credits

              	
                5

              
	
                3.2

              	
                Last
                  Day Requirement

              	
                5

              
	
                3.3

              	
                Calculation
                  of Employer Credits

              	
                5

              
	
                3.4

              	
                Time
                  of Contributions

              	
                6

              
	
                Article
                  IV - Vesting

              	
                7

              
	
                4.1

              	
                Vesting
                  of Account

              	
                7

              
	
                4.2

              	
                Vesting
                  in Event of Retirement, Disability, or Death

              	
                7

              
	
                4.3

              	
                Amounts
                  Not Vested

              	
                7

              
	
                Article
                  V - Accounts

              	
                8

              
	
                5.1

              	
                Bookkeeping
                  Accounts

              	
                
                  8

                

              
	
                5.2

              	
                Adjustment
                  and Crediting of Accounts.

              	
                
                  8

                

              
	
                5.3

              	
                Investment
                  of Trust Assets

              	
                
                  8

                

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                5.4

              	
                Forfeitures

              	
                
                  8

                

              
	
                5.5

              	
                Employer
                  Stock Account

              	
                
                  8

                

              
	
                Article
                  VI - Distributions

              	
                9

              
	
                6.1

              	
                Distribution
                  Election

              	
                9

              
	
                6.2

              	
                Commencement
                  of Payment

              	
                9

              
	
                6.3

              	
                Minimum
                  Distribution

              	
                10

              
	
                Article
                  VII - Beneficiaries 

              	
                11

              
	
                7.1

              	
                Beneficiaries

              	
                
                  11

                

              
	
                7.2

              	
                Change
                  of Beneficiary Designation

              	
                
                  11

                

              
	
                7.3

              	
                Determination
                  of Beneficiary.

              	
                
                  11

                

              
	
                7.4

              	
                Lost
                  Beneficiary.

              	
                
                  11

                

              
	
                Article
                  VIII - Funding

              	
                13

              
	
                8.1

              	
                Prohibition
                  Against Funding

              	
                13

              
	
                8.2

              	
                Deposits
                  in Trust

              	
                13

              
	
                Article
                  IX - Claims Administration

              	
                14

              
	
                9.1

              	
                General

              	
                
                  14

                

              
	
                9.2

              	
                Claim
                  Review

              	
                
                  14

                

              
	
                9.3

              	
                Right
                  of Appeal

              	
                
                  14

                

              
	
                9.4

              	
                Review
                  of Appeal

              	
                14

              
	
                9.5

              	
                Designation

              	
                
                  14

                

              
	
                Article
                  X - General Provisions

              	
                15

              
	
                10.1

              	
                Administrator

              	
                15

              
	
                10.2

              	
                No
                  Assignment

              	
                15

              
	
                10.3

              	
                No
                  Employment Rights

              	
                15

              
	
                10.4

              	
                Incompetence

              	
                16

              
	
                10.5

              	
                Identity

              	
                16

              
	
                10.6

              	
                Other
                  Benefits

              	
                16

              
	
                10.7

              	
                No
                  Liability

              	
                16

              
	
                10.8

              	
                Expenses

              	
                16

              
	
                10.9

              	
                Insolvency

              	
                16

              
	
                10.10

              	
                Amendment
                  and Termination

              	
                16

              
	
                10.11

              	
                Employer
                  Determinations

              	
                17

              
	
                10.12

              	
                Construction

              	
                17

              
	
                10.13

              	
                Governing
                  Law

              	
                17

              
	
                10.14

              	
                Severability

              	
                17

              
	
                10.15

              	
                Headings

              	
                17

              
	
                10.16

              	
                Terms

              	
                17

              


      

    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
    

    


    WEINGARTEN
      REALTY INVESTORS SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

    


    RECITALS

    


    Weingarten
      Realty Investors (“Employer”), a Texas Real Estate Investment Trust, sponsors
      the Weingarten Realty Investors Supplemental Executive Retirement Plan
      (“Plan”).

    


    The
      purpose of the Plan is to provide eligible employees a supplemental retirement
      benefit equal to the additional retirement benefit he or she would have received
      under the Weingarten Realty Investors Retirement Plan if such benefit were
      determined without regard to the limitations imposed by the Code.

    


    The
      Plan
      is an unfunded arrangement established and maintained primarily for the benefit
      of a select group of management or highly compensated employees and is intended
      to be exempt from the participation, vesting, funding, and fiduciary
      requirements set forth in Title I of the Employee Retirement Income Security
      Act
      of 1974, as amended.

    


    The
      benefits provided by the Plan were previously provided under the Weingarten
      Realty Investors Deferred Compensation Plan last restated effective December
      1,
      1999.

    


    The
      Employer desires to amend and restate the Plan as a separate and independent
      plan effective September 1, 2002.

    


    NOW
      THEREFORE,
      premises considered, the Employer hereby amends and restates the Plan as
      follows:

    


    
      
        
        

      

      
        1

        
          

        

      

      
        Table
          of Contents

      

    

    


    


    Article
      I -   Definitions

     

    
      	1.1  	
              Account.
                The bookkeeping account established for each Participant as provided
                in
                section 5.1 hereof.

            


    

     

    
      	1.2  	
              Administrator.
                The
                individual serving as the Director of Human Resources for the Employer
                or
                such other person duly authorized by the Executive Committee of the
                Board
                of Managers. The Administrator shall be the agent for the Employer
                with
                respect to the Trust.

            


    

     

    
      	1.3  	
              Board.
                The Board of Trust Managers of the
                Employer.

            


    

     

    
      	1.4  	
              Bonus.
                Compensation which is designated as bonus by the Employer and which
                relates to services performed during an incentive period by an Eligible
                Employee in addition to his or her Salary, including any pretax elective
                deferrals from said Bonus to any Employer sponsored plan that includes
                amounts deferred under a Participation Agreement or a qualified cash
                or
                deferred arrangement under Code Section 401 (k) or cafeteria plan
                under
                Code Section 125.

            


    

     

    
      	1.5  	
              Code.
                The Internal Revenue Code of 1986, as
                amended.

            


    

     

    
      	1.6  	
              Compensation.
                The Participant's earned income, including Salary, Bonus and other
                remuneration from the Employer.

            


    

     

    
      	1.7  	
              Disability.
                As defined by the Weingarten Realty Investors Long Term Disability
                Plan.

            


    

     

    
      	1.8  	
              Effective
                Date.
                The
                Effective Date of this Restatement shall be September 1,
                2002.

            


    

     

    
      	1.9  	
              Eligible
                Employee.
                An Employee shall be considered an Eligible Employee if such Employee
                is
                designated as an Eligible Employee by the
                Employer.

            


    

     

    
      	1.10  	
              Employee.
                Any person employed by the
                Employer.

            


    

     

    
      	1.11  	
              Employer
                Contribution.
                Assets set aside or transferred to a trust at the discretion of the
                Employer in order to fund the benefits due under this Plan. Participants
                shall have no right or claim to such Employer Contributions, which
                shall
                remain the general assets of the Employer. 

            


    

     

    
      	1.12  	
              Employer
                Credit.
                The amount credited to the bookkeeping Account of a Participant in
                accordance with Article III.

            


    

     

    
      	1.13  	
              Participant.
                An Eligible Employee who is a Participant as provided in Article
                II.

            


    

     

    
      	1.14  	
              Participation
                Agreement.
                The separate written agreement, submitted to the Administrator, by
                which
                an Eligible Employee agrees to participate in the Plan
                and designates the form and timing of the distribution of his or
                her
                Accounts.

            


    

     

    
      
        
        

      

      
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        Table
          of Contents

      

    

     

     

    
      	1.15  	
              Pension
                Plan.
                The Weingarten Realty Investors Retirement Plan.

            


    

     

    
      	1.16  	
              Plan
                Year.
                The twelve consecutive month period beginning January 1 and ending
                December 31.

            


    

     

    
      	1.17  	
              Retirement.
                Retirement
                means a Participant has retired from the employ of the Employer (i)
                on or
                after age 65 or (ii) with the consent of the Administrator, on or
                after
                age 55.

            


    

     

    
      	1.18  	
              Salary.
                An Eligible Employee's base salary rate or rates in effect at any
                time
                during a Plan year, including any pretax elective deferrals from
                said
                Salary to any Employer sponsored plan that includes amounts deferred
                under
                a nonqualified plan sponsored by the Employer or under a qualified
                cash or
                deferred arrangement under Code Section 401 (k) or cafeteria plan
                under
                Code Section 125.

            


    

     

    
      	1.19  	
              Transition
                Group.
                Participants in the Pension Plan that effective December 31, 2002
                were
                credited with five (5) years of service and attained age 50 and,
                as a
                result, are eligible to have their retirement benefit determined
                under the
                Pension Plan’s defined benefit formula in effect December 31,
                2001.

            


    

     

    
      	1.20  	
              Trust.
                The agreement or agreements between the Employer and the Trustee
                under
                which the assets of the Plan are held, administered and
                managed.
                Participants shall have no right or claim to Trust assets set aside
                to
                fund benefits under this Plan, which shall remain the general assets
                of
                the Employer. 

            


    

     

    
      	1.21  	
              Trustee.
                The
                trustee and any successor trustee that shall become trustee pursuant
                to
                the terms of a separate trust agreement which is made a part of the
                Plan.

            


    

     

    
      	1.22  	
              Vesting
                Year of Service.
                Vesting Year of Service shall be each 12 month period of employment
                with
                the Employer commencing with the Participant's date of
                hire.

            


    

     

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          of Contents

      

    

     

    Article
      II -   Participation

     

    
      	2.1  	
              Commencement
                of Participation.
                Each
                Eligible Employee shall become a Participant at the date on which
                he or
                she is designated as an Eligible Employee. Prior to participation
                in the
                Plan, each Participant shall be required to complete a Participation
                Agreement designating the form and timing of the distribution of
                his or
                her Accounts.
                Each Participant shall be provided a written statement of the amount
                of
                such Participant’s Account balance hereunder as of the effective date of
                this Restatement as determined by the Administrator. If a Participant
                does
                not appeal the Administrator’s determination of the Participant’s Account
                balance as of the effective date of this Restatement within sixty
                (60)
                days of receipt of such written statement under the procedures prescribed
                in Article IX, then the determination by the Administrator shall
                be deemed
                final. 

            


    

     

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        Table
          of Contents

      

    

     

    Article
      III -   Supplemental
      Retirement Benefit 

     

    
      	3.1  	
              Employer
                Credits.
                The Employer shall credit to the Account of each Participant an amount
                each year which is designed to provide the Participant a supplemental
                retirement benefit at age 65 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.

            


    

     

    
      	(a)  	
              The
                amount credited each 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
                present value of the supplemental benefits described below over the
                period
                remaining until the Participant attains age 65. The Supplemental
                Benefit
                shall be equal to the excess of: 

            


    

     

    
      	(i)  	
              the
                projected retirement benefit to which the Participant would have
                been
                entitled at age 65 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”);
                over

            


    

     

    
      	(ii)  	
              the
                projected retirement benefit payable to the Participant under the
                Pension
                Plan’s Cash Balance Formula at age 65 or, for Participant’s in the Pension
                Plan’s Transition Group, the Pension Plan’s Defined Benefit Formula at age
                65.

            


    

     

    
      	(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 present
                value of the supplemental benefits described below over the period
                remaining until the Participant attains age 65. The Supplemental
                Benefit
                shall be equal to the excess of:

            


    

     

    
      	(i)  	
              the
                projected retirement benefit to which the Participant would have
                been
                entitled at age 65 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; over

            


    

     

    
      	(ii)  	
              the
                retirement benefit payable to the Participant under the Pension Plan’s
                Cash Balance Formula at age 65.

            


    

     

    
      	3.2  	
              Last
                Day Requirement.
                A
                Participant must be employed on the last day of the Plan Year in
                order to
                be eligible to receive an additional amount credited to his or her
                Account
                in a given Plan Year.

            


    

     

    
      	3.3  	
              Calculation
                of Employer Credits.
                Present value assumptions regarding cost of living increases, salary
                scale, discount rate, interest credits and any other assumptions
                as may
                reasonably be necessary for purposes of calculating the amount to
                be
                credited to a Participant’s Account each Plan Year shall be determined by
                the Administrator.

            


    

     

    
      
        
        

      

      
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      	3.4  	
              Time
                of Contributions. Employer
                funds set aside in order to facilitate the payments of benefits under
                this
                Plan in accordance with Section 8.2 shall be transferred to the Trust
                at
                such time as the Employer shall
                determine.

            


    

     

    
      	3.5  	
              Withholding.
                From time to time, the Employer shall withhold from the Participant’s cash
                Compensation, such Participant’s share of taxes under the Federal
                Insurance Contributions Act (“FICA”) and other applicable taxes that are
                required to be withheld with respect to Employer Credits (and to
                the
                extent required under regulations, income attributable thereto) as
                they
                vest and become subject to FICA taxes and other withholding (collectively,
                “Withholding Requirements”). To the extent that there is insufficient
                remaining cash Compensation to satisfy all applicable Withholding
                Requirements as they come due, the Employer reserves the right to
                reduce a
                Participant’s Deferrals under the Weingarten Realty Investors Deferred
                Compensation Plan to the extent necessary to satisfy such Withholding
                Requirements. In the event there is insufficient cash Compensation
                to
                satisfy all applicable Withholding Requirements as they come due,
                even
                after reducing a Participant’s Deferrals, such Participant shall be
                obligated to remit payment to the Employer, in such form as is acceptable
                to the Employer, sufficient to satisfy any remaining Withholding
                Requirements.

            


    

     

    
      	3.6  	
              Prior
                Participation in the Benefit Restoration Plan.
                In accordance with the terms of the Weingarten Realty Investors Retirement
                Benefit Restoration Plan (“Benefit Restoration Plan”), upon commencement
                of participation in this Plan a Participant will not be eligible
                to
                receive a supplemental restoration benefit under the Benefit Restoration
                Plan. In such event, the amount credited to the Participant’s Plan Account
                upon his or her commencement of participation in this Plan shall
                equal the
                amount, if any, credited to his or her account in the Benefit Restoration
                Plan immediately prior to such commencement of
                participation.

            


    

     

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        Table
          of Contents

      

    

     

    Article
      IV -   Vesting

     

    
      	4.1  	
              Vesting
                of Account.
                A
                Participant’s Account shall be 0% vested until a Participant has completed
                5 Vesting Years of Service at which time he or she shall be 100%
                vested.

            


    

     

    
      	4.2  	
              Vesting
                in Event of Retirement, Disability, or
                Death.

            


    

     

    
      	(a)  	
              A
                Participant shall be fully vested in the amounts credited to his
                or her
                Account if the Participant (i) retires after attaining age 65 or
                (ii)
                retires
                after attaining age 55 with the consent and approval of the
                Administrator.

            


    

     

    
      	(b)  	
              A
                Participant who terminates employment due to Disability shall be
                fully
                vested in the amounts credited to his or her
                Account.

            


    

     

    
      	(c)  	
              A
                Participant who terminates employment due to death shall be fully
                vested
                in the amounts credited to his or her
                Account.

            


    

     

    
      	4.3  	
              Amounts
                Not Vested.
                Any amounts credited to a Participant's Account that are not vested
                at the
                time of his or her termination of employment with the Employer shall
                be
                forfeited.

            


    

     

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    Article
      V -   Accounts

     

    
      	5.1  	
              Bookkeeping
                Accounts.
                The Administrator shall establish and maintain a bookkeeping account
                in
                the name of each Participant. 

            


    

     

    
      	5.2  	
              Adjustment
                and Crediting of Accounts.

            


    

     

    
      	(a)  	
              The
                Administrator shall adjust the amounts credited to each Participant’s
                Account to reflect Employer Credits, distributions, interest, and
                any
                other appropriate adjustments. Such adjustments shall be made as
                administratively determined in the discretion of the Administrator.
                

            


    

     

    
      	(b)  	
              The
                interest credited to a Participant’s Account shall be a fixed rate of
                return assumption equal to seven and one-half percent (7.5%). The
                rate of
                return assumption may be changed on a prospective basis by the
                Administrator in its discretion. 

            


    

     

    
      	5.3  	
              Investment
                of Trust Assets. Employer
                contributions or funds set aside in order to facilitate the payments
                of
                benefits under this Plan in accordance with Article VIII may, in
                the sole
                discretion of the Employer, be set aside in a Trust in order to facilitate
                the payments of benefits under this Plan. Any such Trust assets shall
                be
                invested in accordance with the terms of the applicable Trust Agreement.
                Under
                no circumstances shall any Participant have any preferential or secured
                right to or interest in any assets of such Trust, and the rights
                of each
                Participant (and if applicable, any beneficiary or survivor annuitant)
                shall remain that of a general creditor.


            


    

     

    
      	5.4  	
              Forfeitures.
                Excess Employer contributions or funds held in the Trust resulting
                from
                forfeiture of amounts credited to a Participant's Account shall continue
                to be held in the Trust and invested at the discretion of the Employer.
                Such amounts may be used to reduce succeeding Employer contributions
                to
                the Trust made for the purpose of funding the benefits due under
                this
                Plan. If no further Employer Contributions will be made, then such
                forfeitures shall be returned to the
                Employer.

            


    

     

    
      	5.5  	
              Employer
                Stock Account.
                In the discretion of the Employer and by separate agreement between
                a
                Participant or retiree and the Administrator, the individual Participant
                Account of a Participant or retiree may, in lieu of being credited
                with
                interest in accordance with Section 5.2 above, be adjusted by reference
                to
                the value of shares of Employer stock credited to such Participant’s or
                retiree’s Account.

            


    

     

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    Article
      VI -   Distributions

     

    
      	6.1  	
              Distribution
                Election.
                Distribution
                of the value of a Participant’s Account shall be made in accordance with
                his or her election which indicates the Participant’s choice with respect
                to the form and timing of his or her distribution among the options
                available under section 6.2 hereof. Such distribution election must
                be
                made in a form approved by the Administrator for that purpose. To
                be
                effective, such distribution election must be filed at least 12 months
                prior to the date the Participant’s vested Account is to be distributed.
                In the event the Participant files more than one distribution election,
                the last effective distribution election shall control.
                

            


    

     

    
      	6.2  	
              Commencement
                of Payment.

            


    

     

    
      	(a)  	
              Upon
                the death of a Participant, all amounts credited to his or her Account(s)
                shall be payable to his or her beneficiary or beneficiaries, as determined
                under Article VII hereof, in one of the following forms: (i) in a
                lump sum
                payment; or (ii) in annual installments over a period of up to twenty
                (20)
                years (as elected by the Participant). Such payments shall commence
                as
                soon as administratively feasible immediately after the Participant's
                death, unless the Employer, in its sole discretion shall consent
                to an
                amendment or modification to such distribution election and/or a
                deferral
                of the commencement date.

            


    

     

    
      	(b)  	
              Upon
                the Disability of a Participant, all amounts credited to his or her
                Account(s) shall be paid to the Participant, (i) in a lump sum payment;
                or
                (ii) in annual installments over a period of up to twenty (20) years
                (as
                elected by the Participant). Such payments shall commence as soon
                as
                administratively feasible immediately after the Participant's disability,
                unless the Employer, in its sole discretion shall consent to an amendment
                or modification to such distribution election and/or a deferral of
                the
                commencement date. 

            


    

     

    
      	(c)  	
              Upon
                the termination of employment of a Participant for any reason other
                than
                Retirement, death or Disability, vested amounts credited to his or
                her
                Account(s) shall be payable
                in one of the following forms: (i) in a lump sum payment; or (ii)
                in
                annual installments over a period of up to twenty (20) years (as
                elected
                by the Participant). Such payments shall commence as soon as
                administratively feasible immediately after the Participant's termination
                of employment, unless the Employer, in its sole discretion shall
                consent
                to an amendment or modification to such distribution election and/or
                a
                deferral of the commencement date.

            


    

     

    
      	(d)  	
              Upon
                Retirement, all amounts credited to his or her Account(s) shall be
                payable
                in one of the following forms: (i) in a lump sum payment, (ii) in
                annual
                installments over a period of up to twenty (20) years, (iii) a single
                life
                annuity or (iv) a joint and 50, 75 or 100 percent survivor annuity
                (as
                elected by the Participant). Account payments shall commence as soon
                as
                administratively feasible immediately after the Participant's Retirement
                unless the Employer, in its sole discretion shall consent to an amendment
                or modification to such distribution election and/or a deferral of
                the
                commencement date.
                If
                payment is to be made in the form of an annuity, the amount
                payable to a Participant (and if applicable, the survivor annuitant)
                as an
                annuity shall be determined, in the sole discretion of the Administrator,
                by reference to a commercial annuity which could be purchased from
                an
                insurer with the Participant's vested Account at the time such payments
                are to commence. Under no circumstances shall the Participant have
                any
                preferential or secured right to or interest in any annuity contract
                purchased from an insurer by the Employer or Trustee, and the rights
                of
                such Participant (and if applicable, the survivor annuitant) shall
                remain
                that of a general creditor. 

            


    

     

     

    
      
        
        

      

      
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      	6.3  	
              Minimum
                Distribution.
                Notwithstanding any provision to the contrary, if the balance of
                a
                Participant's Account at the time of a termination due to Retirement
                or
                Disability is less than $50,000 (or such other uniform threshold
                amount
                established by the Administrator), then the Participant shall be
                paid his
                or her benefits as a single lump sum as soon as administratively
                feasible
                following said termination or commencement
                date.

            


    

     

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    Article
      VII -   Beneficiaries

     

    
      	7.1  	
              Beneficiaries.
                Each Participant may from time to time designate one or more persons,
                entities or his or her estate as his or her beneficiary under the
                Plan.
                Such designation shall be made on a form prescribed by the
                Administrator. 

            


    

     

    
      	7.2  	
              Change
                of Beneficiary Designation.
                Each Participant may at any time and from time to time, change any
                previous beneficiary designation, without notice to or consent of
                any
                previously designated beneficiary, by amending his or her previous
                designation on a form prescribed by the Administrator. 

            


    

     

    
      	7.3  	
              Determination
                of Beneficiary. 

            


    

     

    
      	(a)  	
              If
                the beneficiary does not survive the Participant (or is otherwise
                unavailable to receive payment), if the beneficiary does not survive
                until
                the final payment is made or if no beneficiary is validly designated,
                then
                the amounts payable under this Plan (or any remaining amount, as
                the case
                may be) shall be paid to the Participant's designated contingent
                beneficiary, if any, and, if none, to the Participant’s surviving spouse,
                if any, and if none, to his or her surviving issue per stirpes, if
                any,
                and, if none, to his or her estate and such person shall be deemed
                to be a
                beneficiary hereunder. (For purposes of this Article, a per stirpes
                distribution to surviving issue means a distribution to such issue
                as
                representatives of the branches of the descendants of such Participant;
                equal shares are allotted for each living child and for the descendants
                as
                a group of each deceased child of the deceased Participant).
                

            


    

     

    
      	(b)  	
              If
                more than one person is the beneficiary of a deceased Participant,
                each
                such person shall receive a pro rata share of any death benefit payable
                unless otherwise designated on the applicable form.
                

            


    

     

    
      	(c)  	
              If
                a beneficiary who is receiving benefits dies, all benefits that were
                payable to such beneficiary shall then be payable to the estate of
                that
                beneficiary. 

            


    

     

    
      	(d)  	
              If
                the Administrator has any doubt as to the proper Beneficiary to receive
                payments hereunder, the Employer shall have the right to withhold
                such
                payments until the matter is finally adjudicated. However, any payment
                made by the Employer, in good faith and in accordance with this Plan,
                shall fully discharge the Employer from all further obligations with
                respect to that payment.

            


    

     

    
      	7.4  	
              Lost
                Beneficiary.

            


    

     

    
      	(a)  	
              All
                Participants and beneficiaries shall have the obligation to keep
                the
                Administrator informed of their current address until such time as
                all
                benefits due have been paid.

            


    

     

     

    
      
        
        

      

      
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      	(b)  	
              If
                a Participant or beneficiary cannot be located by the Administrator
                exercising due diligence, then, in its sole discretion, the Administrator
                may presume that the Participant or beneficiary is deceased for purposes
                of the Plan and all unpaid amounts (net of due diligence expenses)
                owed to
                the Participant or beneficiary shall be paid to his/her estate. Any
                such
                presumption of death shall be final, conclusive and binding on all
                parties.

            


    

     

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    Article
      VIII -   Funding

     

    
      	8.1  	
              Prohibition
                Against Funding.
                Benefits payable under this Plan shall be paid from the general assets
                of
                the Employer, or at the discretion of the Employer, from assets set
                aside
                in a trust for deferring the cost of providing the benefits due under
                this
                Plan; provided, however, that no person entitled to payment under
                this
                Plan shall have any claim, right, priority, security interest, or
                other
                interest in any fund, trust, account, or other asset of the Employer
                that
                may be looked to for such payment. The liability for the payment
                of
                benefits hereunder shall be evidenced only by this Plan and by the
                existence of a bookkeeping accounts established and maintained by
                the
                Employer for purposes of this Plan. It is the express intention of
                the
                parties hereto that this arrangement shall be unfunded for tax purposes
                and for purposes of Title I of the Employee Retirement Income Security
                Act
                of 1974, as amended.

            


    

     

    
      	8.2  	
              Deposits
                in Trust.
                Notwithstanding section 8.1, or any other provision of this Plan
                to the
                contrary, the Employer may deposit into the Trust any amounts it
                deems
                appropriate to pay the benefits under this Plan. The amounts so deposited
                shall
                remain the general assets of the
                Employer.

            


    

     

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    Article
      IX -   Claims
      Administration

     

    
      	9.1  	
              General.
                In the event that a Participant or his or her beneficiary does not
                receive
                any Plan benefit that is claimed, such Participant or beneficiary
                shall be
                entitled to consideration and review as provided in this Article.
                Such
                consideration and review shall be conducted in a manner designed
                to comply
                with section 503 of the Employee Retirement Income Security Act of
                1974,
                as amended.

            


    

     

    
      	9.2  	
              Claim
                Review.
                Upon receipt of any written claim for benefits, the Administrator
                shall be
                notified and shall give due consideration to the claim presented.
                If the
                claim is denied to any extent by the Administrator, the Administrator
                shall furnish the claimant with a written notice setting forth (in
                a
                manner calculated to be understood by the
                claimant):

            


    

     

    
      	(a)  	
              the
                specific reason or reasons for denial of the
                claim;

            


    

     

    
      	(b)  	
              a
                specific reference to the Plan provisions on which the denial is
                based;

            


    

     

    
      	(c)  	
              a
                description of any additional material or information necessary for
                the
                claimant to perfect the claim and an explanation of why such material
                or
                information is necessary; and.

            


    

     

    
      	(d)  	
              an
                explanation of the provisions of this
                Article.

            


    

     

    
      	9.3  	
              Right
                of Appeal.
                A
                claimant who has a claim denied under section 9.2 may appeal to the
                Administrator for reconsideration of that claim. A request for
                reconsideration under this section must be filed by written notice
                within
                sixty (60) days after receipt by the claimant of the notice of denial
                under section 9.2.

            


    

     

    
      	9.4  	
              Review
                of Appeal.
                Upon receipt of an appeal the Administrator shall promptly take action
                to
                give due consideration to the appeal. Such consideration may include
                a
                hearing of the parties involved, if the Administrator feels such
                a hearing
                is necessary. In preparing for this appeal the claimant shall be
                given the
                right to review pertinent documents and the right to submit in writing
                a
                statement of issues and comments. After consideration of the merits
                of the
                appeal the Administrator shall issue a written decision which shall
                be
                binding on all parties. The decision shall be written in a manner
                calculated to be understood by the claimant and shall specifically
                state
                its reasons and pertinent Plan provisions on which it relies. The
                Administrator's decision shall be issued within sixty (60) days after
                the
                appeal is filed, except that if a hearing is held the decision may
                be
                issued within one hundred twenty (120) days after the appeal is
                filed.

            


    

     

    
      	9.5  	
              Designation.
                The Administrator may designate one or more of its members or any
                other
                person of its choosing to make any determination otherwise required
                under
                this Article.

            


    

     

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    Article
      X -   General
      Provisions

     

    
      	10.1  	
              Administrator.

            


    

     

    
      	(a)  	
              The
                Administrator is expressly empowered to deposit amounts into Trust(s)
                in
                accordance with this Plan; to interpret the Plan, and to determine
                all
                questions arising in the administration, interpretation and application
                of
                the Plan; to employ actuaries, accountants, counsel, and other persons
                it
                deems necessary in connection with the administration of the Plan;
                to
                request any information from the Employer it deems necessary to determine
                whether the Employer would be considered insolvent or subject to
                a
                proceeding in bankruptcy; and to take all other necessary and proper
                actions to fulfill its duties as
                Administrator.

            


    

     

    
      	(b)  	
              The
                Administrator shall not be liable for any actions by it hereunder,
                unless
                due to its own negligence, willful misconduct or lack of good
                faith.

            


    

     

    
      	(c)  	
              The
                Administrator shall be indemnified and saved harmless by the Employer
                from
                and against all personal liability to which it may be subject by
                reason of
                any act done or omitted to be done in its official capacity as
                Administrator in good faith in the administration of the Plan and
                Trust,
                including all expenses reasonably incurred in its defense in the
                event the
                Employer fails to provide such defense upon the request of the
                Administrator. The Administrator is relieved of all responsibility
                in
                connection with its duties hereunder to the fullest extent permitted
                by
                law, short of breach of duty to the
                beneficiaries.

            


    

     

    
      	10.2  	
              No
                Assignment.
                Benefits or payments under this Plan shall not be subject in any
                manner to
                anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
                attachment, or garnishment by creditors of the Participant or the
                Participant's beneficiary, whether voluntary or involuntary, and
                any
                attempt to so anticipate, alienate, sell, transfer, assign, pledge,
                encumber, attach or garnish the same shall not be valid, nor shall
                any
                such benefit or payment be in any way liable for or subject to the
                debts,
                contracts, liabilities, engagement or torts of any Participant or
                beneficiary, or any other person entitled to such benefit or payment
                pursuant to the terms of this Plan, except to such extent as may
                be
                required by law. If any Participant or beneficiary or any other person
                entitled to a benefit or payment pursuant to the terms of this Plan
                becomes bankrupt or attempts to anticipate, alienate, sell, transfer,
                assign, pledge, encumber, attach or garnish any benefit or payment
                under
                this Plan, in whole or in part, or if any attempt is made to subject
                any
                such benefit or payment, in whole or in part, to the debts, contracts,
                liabilities, engagements or torts of the Participant or beneficiary
                or any
                other person entitled to any such benefit or payment pursuant to
                the terms
                of this Plan, then such benefit or payment, in the discretion of
                the
                Administrator, shall cease and terminate with respect to such Participant
                or beneficiary, or any other such
                person.

            


    

     

    
      	10.3  	
              No
                Employment Rights.
                Participation in this Plan shall not be construed to confer upon
                any
                Participant the legal right to be retained in the employ of the Employer,
                or give a Participant or beneficiary, or any other person, any right
                to
                any payment whatsoever, except to the extent of the benefits provided
                for
                hereunder.Each
                Participant shall remain subject to discharge to the same extent
                as if
                this Plan had never been adopted.

            


    

     

     

    
      
        
        

      

      
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      	10.4  	
              Incompetence.
                If the Administrator determines that any person to whom a benefit
                is
                payable under this Plan is incompetent by reason of physical or mental
                disability, the Administrator shall have the power to cause the payments
                becoming due to such person to be made to another for his or her
                benefit
                without responsibility of the Administrator or the Employer to see
                to the
                application of such payments. Any payment made pursuant to such power
                shall, as to such payment, operate as a complete discharge of the
                Employer, the Administrator and the
                Trustee.

            


    

     

    
      	10.5  	
              Identity.
                If, at any time, any doubt exists as to the identity of any person
                entitled to any payment hereunder or the amount or time of such payment,
                the Administrator shall be entitled to hold such sum until such identity
                or amount or time is determined or until an order of a court of competent
                jurisdiction is obtained. The Administrator shall also be entitled
                to pay
                such sum into court in accordance with the appropriate rules of law.
                Any
                expenses incurred by the Employer, Administrator, and Trust incident
                to
                such proceeding or litigation shall be charged against the Account
                of the
                affected Participant.

            


    

     

    
      	10.6  	
              Other
                Benefits.
                The benefits of each Participant or beneficiary hereunder shall be
                in
                addition to any benefits paid or payable to or on account of the
                Participant or beneficiary under any other pension, disability, annuity
                or
                retirement plan or policy
                whatsoever.

            


    

     

    
      	10.7  	
              No
                Liability.
                No liability shall attach to or be incurred by any manager of the
                Employer, Trustee or any Administrator under or by reason of the
                terms,
                conditions and provisions contained in this Plan, or for the acts
                or
                decisions taken or made thereunder or in connection therewith; and
                as a
                condition precedent to the establishment of this Plan or the receipt
                of
                benefits thereunder, or both, such liability, if any, is expressly
                waived
                and released by each Participant and by any and all persons claiming
                under
                or through any Participant or any other person. Such waiver and release
                shall be conclusively evidenced by any act or participation in or
                the
                acceptance of benefits or the making of any election under this
                Plan.

            


    

     

    
      	10.8  	
              Expenses.
                All expenses incurred in the administration of the Plan, whether
                incurred
                by the Employer or the Plan, shall be paid by the
                Employer.

            


    

     

    
      	10.9  	
              Insolvency.
                Should
                the Employer be considered insolvent (as defined by the Trust), the
                Employer, through its Board and chief executive officer, shall give
                immediate written notice of such to the Administrator of the Plan
                and the
                Trustee. Upon receipt of such notice, the Administrator or Trustee
                shall
                comply with the terms of the Trust. 

            


    

     

    
      	10.10  	
              Amendment
                and Termination.

            


    

     

    
      	(a)  	
              Except
                as otherwise provided in this section, the Employer shall have the
                sole
                authority to modify, amend or terminate this Plan; provided, however,
                that
                any modification or termination of this Plan shall not reduce, without
                the
                consent of a Participant, a Participant's right to any amounts already
                credited to his or her Account, or lengthen the time period for a
                distribution from an established Account. Following such Plan termination,
                payment of such credited amounts shall be made in a single sum
                payment.

            


    

     

     

    
      
        
        

      

      
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      	(b)  	
              A
                Participant shall have a right to the vested portion of his or her
                Account
                in the event of the termination of the Plan pursuant to section (a),
                above.

            


    

     

    
      	10.11  	
              Employer
                Determinations.
                Any determinations, actions or decisions of the Employer (including
                but
                not limited to, Plan amendments and Plan termination) shall be made
                by the
                Board in accordance with its established procedures or by such other
                individuals, groups or organizations that have been properly delegated
                by
                the Board to make such determination or
                decision.

            


    

     

    
      	10.12  	
              Construction.
                All questions of interpretation, construction or application arising
                under
                or concerning the terms of this Plan shall be decided by the
                Administrator, in its sole and final discretion, whose decision shall
                be
                final, binding and conclusive upon all
                persons.

            


    

     

    
      	10.13  	
              Governing
                Law.
                This Plan shall be governed by, construed and administered in accordance
                with the applicable provisions of the Employee Retirement Income
                Security
                Act of 1974, as amended, and any other applicable federal law, provided,
                however, that to the extent not preempted by federal law this Plan
                shall
                be governed by, construed and administered under the laws of the
                State of
                Texas, other than its laws respecting choice of
                law.

            


    

     

    
      	10.14  	
              Severability.
                If any provision of this Plan is held invalid or unenforceable, its
                invalidity or unenforceability shall not affect any other provision
                of
                this Plan and this Plan shall be construed and enforced as if such
                provision had not been included therein. If the inclusion of any
                Employee
                (or Employees) as a Participant under this Plan would cause the Plan
                to
                fail to be maintained solely for a select group of highly compensated
                or
                management employees, then the Plan shall be severed with respect
                to such
                Employee or Employees who shall be considered to be participating
                in a
                separate arrangement.

            


    

     

    
      	10.15  	
              Entire
                Agreement.
                This
                instrument contains the entire terms of the Plan and supersedes
                any prior understandings or written documents which have heretofore
                set
                forth the terms of the Plan and/or any oral agreements between the
                Employer and any of the Participants respecting the within subject
                matter.
                No
                modification, amendment, change, or discharge of any term or provision
                of
                this Plan shall be valid or binding unless the same is in writing
                and
                signed by a duly authorized officer of the Employer.
                

            


    

     

    
      	10.16  	
              Headings.
                The Article headings contained herein are inserted only as a matter
                of
                convenience and for reference and in no way define, limit, enlarge
                or
                describe the scope or intent of this Plan nor in any way shall they
                affect
                this Plan or the construction of any provision
                thereof.

            


    

     

    
      	10.17  	
              Terms.
                Capitalized terms shall have meanings as defined herein. Singular
                nouns
                shall be read as plural, masculine pronouns shall be read as feminine,
                and
                vice versa, as appropriate.

            


    

     

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    [signature
      page to follow]

    


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, WEINGARTEN REALTY INVESTORS has caused this instrument to
      be
      executed by its duly authorized officer, effective as of September 1, 2002.
      

     

    WEINGARTEN
      REALTY INVESTORS

    


    By: 
      /s/ Stephen Richter

    Name: 
      Stephen Richter

    Title: 
      Sr. Vice President/CFO
Date: 
      8-23-02

    


    
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