Exhibit 10.15 to 2Q2005 Form 10-Q First Amendment to the Weingarten Realty
      Investors Retirement Benefit Restoration Plan


    
      

      

    

    Exhibit
      10.15
       

      FIRST
        AMENDMENT

      TO
        THE

      WEINGARTEN
        REALTY INVESTORS RETIREMENT BENEFIT RESTORATION PLAN

      


      WHEREAS,
        Weingarten
        Realty Investors (the “Sponsor”) adopted the Weingarten Realty Investors
        Retirement Benefit Restoration Plan (the “Plan”), adopted September 1, 2002;
        and

      


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

              


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      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 as follows:

       

      
        	
                3.1

              	
                Employer
                  Credits.
                  The Employer shall credit to the Account of each Participant an
                  amount
                  each year designed to provide the Participant a benefit equal to
                  the
                  additional retirement benefit he or she would have received under
                  the
                  Pension Plan if such benefit were determined under the Pension
                  Plan’s
                  Defined Benefit Formula in effect December 31, 2001,
                  but applying the definition of “Earnings” contained
                  herein.
                  The amount credited each Plan
                  Year
                  to
                  the Account of a Participant shall be calculated as an actuarially
                  determined level percentage of the participant’s projected Earnings that
                  amortizes the unfunded
                  present value of the Restoration
                  Benefit
                  described below over the period remaining until the Participant
                  attains
                  Retirement
                  Age.
                  The Restoration
                  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 under the Pension Plan’s Defined Benefit
                  Formula in effect December 31, 2001,
                  but applying the definition of “Earnings” contained herein;
                  over

              


      

       

      
        	(ii)  	
                the
                  projected retirement benefit payable to the Participant at Retirement
                  Age
                  under the Pension Plan’s Cash Balance Formula in effect April 1,
                  2002.

              


      

      


      


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

      


      Weingarten
        Realty Investors

      


      By:
         /s/
        Stephen Richter

                              Title:
         Sr.
        Vice President, CFO