Exhibit 10.14 to 2Q2005 Form 10-Q Weingarten Realty Investors Retirement Benefit
      Restoration Plan


    
      

      

    

    Exhibit
      10.14
       

      WEINGARTEN
        REALTY INVESTORS 

      RETIREMENT
        BENEFIT RESTORATION PLAN

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
      


      WEINGARTEN
        REALTY INVESTORS 

      RETIREMENT
        BENEFIT RESTORATION 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

                  	
                    Trust

                  	
                    
                      3

                    

                  
	
                    1.20

                  	
                    Trustee

                  	
                    
                      3

                    

                  
	
                    1.21

                  	
                    Vesting
                      Year of Service

                  	
                    
                      3

                    

                  
	
                    Article
                      II - Participation

                  	
                    4

                  
	
                    2.1

                  	
                    Commencement
                      of Participation

                  	
                    4

                  
	
                    Article
                      III - Retirement Restoration 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

                  	
                    5

                  
	
                    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
                      of Accounts.

                  	
                    8

                  
	
                    5.3

                  	
                    Investment
                      of Trust Assets

                  	
                    8

                  
	
                    5.4

                  	
                    Forfeitures

                  	
                    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

                  	
                    18

                  


          

        

        
        

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      WEINGARTEN
        REALTY INVESTORS 

      RETIREMENT
        BENEFIT RESTORATION PLAN

      


      RECITALS

      


      Weingarten
        Realty Investors (“Employer”), a Texas Real Estate Investment Trust, hereby
        establishes the Weingarten Realty Investors Retirement Benefit Restoration
        Plan
        (“Plan”).

      


      The
        purpose of the Plan is to provide eligible employees a supplemental benefit
        equal to the additional retirement benefit he or she would have received
        under
        the Weingarten Realty Investors Retirement Plan if such Participant’s benefit
        were determined under the provisions of such plan in effect on December 31,
        2001
        (“Defined Benefit Formula”).

      


      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.

      


      NOW
        THEREFORE,
        the
        Employer hereby adopts the Plan effective September 1, 2002, as
        follows:


      
        
          
          

        

        
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      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 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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        	1.15  	
                Pension
                  Plan.
                  The Weingarten Realty Investors Retirement Plan.

              


      

       

      
        	1.16  	
                Plan
                  Year.
                  The twelve 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  	
                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. 

              


      

       

      
        	1.20  	
                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 this
                  Plan.

              


      

       

      
        	1.21  	
                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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      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.
                  If
                  a Participant becomes eligible to participate in the Weingarten
                  Realty
                  Investors Supplemental Executive Retirement Plan (“SERP”), the Participant
                  will not be eligible to receive a supplemental restoration benefit
                  under
                  this Plan. 

              


      

       

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      Article
        III -    Retirement
        Restoration Benefit

       

      
        	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. The
                  amount credited each year to the Account of a Participant shall
                  be
                  calculated as an actuarially determined level percentage of the
                  participant’s projected compensation that amortizes the present value of
                  the restoration benefits described below over the period remaining
                  until
                  the Participant attains age 65. The restoration 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 under the Pension
                  Plan’s Defined Benefit Formula in effect December 31, 2001;
                  over

              


      

       

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

              


      

       

      
        	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
                  necessary shall be determined by
                  Employer.

              


      

       

      
        	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.

              


      

       

       

      
        
          
          

        

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

              


      

       

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      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
                  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
                  frequently as is administratively necessary 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.

              


      

       

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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.

              


      

       

       

      
        
          
          

        

        
          -11-

          
            

          

        

        
          
          

        

      

       

      
        	(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.

              


      

       

       

      
        
          
          

        

        
          -15-

          
            

          

        

        
          
          

        

      

       

       

      
        	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.

              


      

       

       

      
        
          
          

        

        
          -16-

          
            

          

        

        
          
          

        

      

       

       

      
        	(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.

              


      

       

      
        	(c)  	
                Any
                  funds remaining in the Trust after termination of the Plan and
                  satisfaction of all liabilities to Participants and others, shall
                  be
                  returned to the Employer.

              


      

       

      
        	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.

              


      

       

       

      
        
          
          

        

        
          -17-

          
            

          

        

        
          
          

        

      

       

      
        	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.

              


      

       

      ********

      


      


      [signature
        page to follow]


      
        
          
          

        

        
          -18-

          
            

          

        

        
          
          

        

      


      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

      


      
        -19-