Exhibit 10.20 to 2Q2005 Form 10-Q Second Amendment to the Weingarten Realty
      Investors Deferred Compensation Plan


    
      

      

    

    

      Exhibit
        10.20

      


      


      SECOND
        AMENDMENT TO THE

      WEINGARTEN
        REALTY INVESTORS

      DEFERRED
        COMPENSATION PLAN

      


      


      R
        E C I T A L S:

      


      WEINGARTEN
        REALTY INVESTORS, a Texas real estate investment trust (the “Employer”) has
        previously established the Weingarten Realty Investors Deferred Compensation
        Plan (the “Deferred Compensation Plan”), which has most recently been amended
        and restated effective September 1, 2002 under the terms of which selected
        employees and/or management are entitled to defer a portion of their
        compensation and/or receive discretionary contributions from the Employer.
        The
        Deferred Compensation Plan was further amended on November 3, 2003.

      


      The
        Employer has previously established the Weingarten Realty Investors 1993
        Share
        Incentive Plan and the Weingarten Realty Investors 2001 Long Term Incentive
        Plan
        (collectively, the “Long Term Incentive Plan”) under which selected full-time
        employees, consultants and/or Trust Managers may be granted Share Options
        or
        Restricted Shares, as therein defined. Successor incentive plans may be added
        in
        the future.

      


      The
        Board
        of Trust Managers desires to amend and supplement the Deferred Compensation
        Plan
        to permit the deferral of an Award
        of
Restricted
        Shares
        pursuant
        to the Long Term Incentive Plan.

      


      NOW
        THEREFORE, the Employer hereby restates the Deferred Compensation Plan, Article
        XI, to be effective
        January 1, 2004
        in its
        entirety as follows:

      


      ARTICLE
        XI

      Restricted
        Share Deferral

      


      11.1 General.
        Any
        Trust Manager and any Participant shall be eligible to elect the deferral
        of an
Award
        of
Restricted
        Shares
        as
        defined in and pursuant to the Weingarten Realty Investors 1993 Share Incentive
        Plan and the Weingarten Realty Investors 2001 Long Term Incentive Plan, and
        any
        subsequently adopted incentive plan (collectively, the “Long Term Incentive
        Plan”) which are incorporated herein by this reference. Such election may be
        made with respect to either unvested Restricted
        Shares
        of a
        prior Award
        of
Restricted
        Shares
        or as to
        any subsequent Award
        of
Restricted
        Shares.
        The
        manner and duration of such deferral shall be in accordance with the provisions
        of this Article XI and in accordance with procedures established by the
        Administrator.

      


      11.2 Weingarten
        Restricted Stock Deferral.
        A
        Participant or Trust
        Manager
        may
        elect to defer all or a portion of the Award
        of
Restricted
        Shares,
        on such
        terms as the Administrator may permit, by completing a Share Award Deferral
        Agreement and submitting it to the Administrator prior to the Award
        of
Restricted
        Shares.
        Any
        election to defer all or a portion of the Award
        of
Restricted
        Shares
        shall
        apply to any subsequent Award
        unless
        and until a revised Share Award Deferral Agreement is submitted to the
        Administrator. Such deferral election shall be made pursuant to Section 3.1,
        above, in accordance with the provisions thereof (with respect to such
        deferrals, the “Share Deferral Period”). The Administrator shall credit such
        deferred Restricted
        Shares
        to a
        bookkeeping account (to be known as a “Weingarten Stock Account”) for the
        benefit of such Participant or Trust
        Manager.
        The
Restricted
        Shares
        so
        deferred initially shall be accounted for by the Employer and shall be
        transferred to the Trustee at such time as the Employer shall, in its
        discretion, determine. Any Restricted
        Share
        deferral
        made prior to the effective date of this Second Amendment shall be revised
        to be
        consistent with this Section 11.2, as amended, in accordance with procedures
        established by the Administrator.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      11.3 Terms
        and Conditions of Awards.
        Any
        deferred Restricted
        Shares
        shall
        remain subject to the forfeiture and transfer restriction provisions of the
        Long
        Term Incentive Plan and any other terms and conditions established by the
        Management
        Development and Compensation Committee
        incident
        thereto. In the event that the Restriction
        Period,
        as
        defined under the Long Term Incentive Plan, has not expired at the end of
        the
        applicable Share Deferral Period elected under the applicable Share Award
        Deferral Agreement, any Restricted
        Shares
        distributed by the Trustee shall remain subject to any and all such terms
        and
        conditions and any applicable provisions of the Long Term Incentive Plan
        imposed
        upon such Restricted
        Shares
        through
        the expiration of the Restriction Period Restricted
        Shares
        distributed by the Trustee shall contain the legend provided under the Long
        Term
        Incentive Plan. If the Restriction
        Period
        shall
        expire prior to the Share Deferral Election Period, a Trust Manager or
        Participant, subject to any applicable securities law restrictions, may direct
        that an equivalent amount in value of any such vested Deferred Shares credited
        to a Weingarten Stock Account for his or her benefit, be credited to an
        Investment Fund in lieu of such Deferred Shares, in which case the Participant’s
        benefit hereunder with respect to such amount thereafter shall be determined
        by
        reference to the Investment or Investment Fund so selected.

      


      11.4 Dividends.
        

      


      a. General.
        Unless
        a Dividend Deferral Election is made by the Trust Manager or Participant,
        any
        dividends payable with respect to any Restricted
        Shares
        shall be
        paid to the Participant or Trust Manager who deferred such Restricted
        Shares,
        subject, in the case of a Participant, to applicable withholding.

      


      b. Dividend
        Deferral Election.
        In
        accordance with procedures and in such form as may be established by the
        Administrator, a Trust Manager or Participant, in connection with a deferral
        of
        an Award
        of
        Restricted
        Shares
        also may
        irrevocably elect to defer the receipt of the dividends payable with respect
        to
        some or all of the deferred Restricted
        Shares
        during
        the Share Deferral Period. In such case, any and all such dividends attributable
        thereto shall be paid by the Employer to the Trustee, and shall be held in
        trust
        and may be credited as either additional Deferred Shares or any other Investment
        or Investment Fund invested in accordance with the Trust Manager’s or
        Participant’s election under the terms of the Deferred Compensation Plan or
        subsequent investment election as herein provided. The account attributable
        to
        the dividends so deferred, adjusted for investment experience, as provided
        in
        the Deferred Compensation Plan, shall be distributed to the Trust Manager
        or
        Participant upon the expiration of the applicable Share Deferral
        Period.

       

      
 

      
        
          
          

        

        
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      11.5 Definitions.
        All
        bolded terms in this Article XI shall have the meaning contained in the Long
        Term Incentive Plan. For purposes of Section 1.13 of this Plan, “Investment Fund
        or Funds” shall include any deferred Restricted
        Shares
        or any
        deferred dividends to be credited as an equivalent amount in value of Deferred
        Shares.

      


      Executed
        this 22 day of October, 2004.

      


      WEINGARTEN
        REALTY INVESTORS

      


      


      


      By: 
        /s/ Stephen Richter

      Name: 
        Stephen Richter

      Title: 
        Sr. VP, CFO

      


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