Exhibit 10.12 to 2Q2005 Form 10-Q Second Amendment to the Weingarten Realty
      Investors Supplemental Executive Retirement Plan


    
      

      

    

    Exhibit
      10.12

     

    
      SECOND
        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 restated effective September 1, 2002;

      


      WHEREAS,
        the Employer
        subsequently amended the Plan on November 3, 2003;

      


      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;

      


      WHEREAS,
        the Sponsor desires to add a definition for “Retirement Age” under the
        Plan; and,

      


      WHEREAS,
        the Sponsor desires to amend the
        allocation of “Employer Credits” under the Plan.

      


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

      


      


      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 22
        day of October, 2004.

      


      Weingarten
        Realty
        Investors

      


      By: 
/s/
        Stephen Richter

      Title: 
SR
        VP, CFO

      


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