Exhibit 10.16 to 2Q2005 Form 10-Q Second Amendment to the Weingarten Realty
      Investors Retirement Benefit Restoration Plan


    
      

      

    

     

    Exhibit
      10.16

    
 

    SECOND
      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”) on September 1,
      2002;

    


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

    


    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 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 22
      day of
October,
      2004.

    


    Weingarten
      Realty Investors

    


    By:
       /s/
      Stephen Richter

                            Title:
       Sr.
      VP, CFO

    


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