Exhibit 10.17 to 2Q2005 Form 10-Q Weingarten Realty Investors Deferred Compensation
      Plan


    
      

      

    

     

    Exhibit
      10.17

     

    
 

    WEINGARTEN
      REALTY INVESTORS DEFERRED COMPENSATION PLAN

    


    
    

    


    WEINGARTEN
      REALTY INVESTORS DEFERRED COMPENSATION 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

                	
                  Deferrals

                	
                  2 

                
	1.8	
                  Deferral
                    Election

                	
                  
                    2

                  

                
	
                  1.9

                	
                  Disability

                	
                  
                    2

                  

                
	
                  1.10

                	
                  Effective
                    Date

                	
                  
                    2

                  

                
	
                  1.11

                	
                  Eligible
                    Employee

                	
                  
                    2

                  

                
	
                  1.12

                	
                  Employee

                	
                  
                    2

                  

                
	
                  1.13

                	
                  Investment
                    Fund or Funds

                	
                  
                    2

                  

                
	
                  1.14

                	
                  Participant

                	
                  
                    2

                  

                
	
                  1.15

                	
                  Plan
                    Year

                	
                  
                    3

                  

                
	
                  1.16

                	
                  Retirement

                	
                  
                    3

                  

                
	
                  1.17

                	
                  Salary

                	
                  
                    3

                  

                
	
                  1.18

                	
                  Trust

                	
                  
                    3

                  

                
	
                  1.19

                	
                  Trustee

                	
                  
                    3

                  

                
	
                  1.20

                	
                  Unforeseeable
                    Financial Emergency

                	
                  
                    3

                  

                
	
                  Article
                    II - Participation

                	
                  4

                
	
                  2.1

                	
                  Commencement
                    of Participation

                	
                  4

                
	2.2 	Change
                  in Eligible Employee
                  Status             	4
	
                  Article
                    III - Contributions

                	
                  5

                
	
                  3.1

                	
                  Employer
                    Deferrals

                	
                  5

                
	
                  3.2

                	
                  Time
                    of Contributions

                	
                  6

                
	
                  3.3

                	
                  Form
                    of Contributions

                	
                  6

                
	Article
                  IV - Vesting	
                  7

                
	
                  4.1

                	
                  Vesting
                    of Deferrals

                	
                  7

                
	
                  Article
                    V - Accounts

                	
                  8

                
	
                  5.1

                	
                  Bookkeeping
                    Accounts

                	
                  
                    8

                  

                
	
                  5.2

                	
                  Adjustment
                    and Crediting of Accounts.

                	
                  
                    8

                  

                
	
                  5.3

                	
                  Investment
                    of Trust Assets

                	
                  
                    8

                  

                
	
                  Article
                    VI - Distributions

                	
                  10

                


        

         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        
          	
                  6.1

                	
                  Distribution
                    Election

                	
                  10

                
	
                  6.2

                	
                  Payment
                    Options

                	
                  10

                
	6.3	Commencement
                  of Payment upon Death, Disability or Termination 	10 
	
                  6.3

                	
                  Minimum
                    Distribution

                	
                  11

                
	
                  Article
                    VII - Beneficiaries 

                	
                  12

                
	
                  7.1

                	
                  Beneficiaries

                	
                  
                    12

                  

                
	
                  7.2

                	
                  Change
                    of Beneficiary Designation

                	
                  
                    12

                  

                
	
                  7.3

                	
                  Determination
                    of Beneficiary.

                	
                  
                    12

                  

                
	
                  7.4

                	
                  Lost
                    Beneficiary.

                	
                  
                    12

                  

                
	
                  Article
                    VIII - Funding

                	
                  14

                
	
                  8.1

                	
                  Prohibition
                    Against Funding

                	
                  14

                
	
                  8.2

                	
                  Deposits
                    in Trust

                	
                  14

                
	8.3 	Withholding
                  of Employee Contributions 	14 
	
                  Article
                    IX - Claims Administration

                	
                  15

                
	
                  9.1

                	
                  General

                	
                  
                    
                      15

                    

                  

                
	
                  9.2

                	
                  Claim
                    Review

                	
                  
                    15

                  

                
	
                  9.3

                	
                  Right
                    of Appeal

                	
                  
                    15

                  

                
	
                  9.4

                	
                  Review
                    of Appeal

                	
                  
                    15

                  

                
	
                  9.5

                	
                  Designation

                	
                  
                    15

                  

                
	
                  Article
                    X - General Provisions

                	
                  16

                
	
                  10.1

                	
                  Administrator

                	
                  16

                
	
                  10.2

                	
                  No
                    Assignment

                	
                  16

                
	
                  10.3

                	
                  No
                    Employment Rights

                	
                  16

                
	
                  10.4

                	
                  Incompetence

                	
                  17

                
	
                  10.5

                	
                  Identity

                	
                  17

                
	
                  10.6

                	
                  Other
                    Benefits

                	
                  17

                
	
                  10.7

                	
                  No
                    Liability

                	
                  17

                
	
                  10.8

                	
                  Expenses

                	
                  17

                
	
                  10.9

                	
                  Insolvency

                	
                  17

                
	
                  10.10

                	
                  Amendment
                    and Termination

                	
                  17

                
	
                  10.11

                	
                  Employer
                    Determinations

                	
                  18

                
	
                  10.12

                	
                  Construction

                	
                  18

                
	
                  10.13

                	
                  Governing
                    Law

                	
                  18

                
	
                  10.14

                	
                  Severability

                	
                  18

                
	
                  10.15

                	
                  Headings

                	
                  18

                
	
                  10.16

                	
                  Terms

                	
                  18

                


        

      

      
      

       

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    



    WEINGARTEN
      REALTY INVESTORS DEFERRED COMPENSATION PLAN

    


    RECITALS

    


    Weingarten
      Realty Investors (“Employer”), a Texas Real Estate Investment Trust, previously
      adopted the Weingarten Realty Investors Deferred Compensation Plan (“Plan”) for
      the purpose of attracting and retaining a select group of management or highly
      compensated employees.

    


    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.

    


    The
      Plan
      previously provided both a deferred compensation benefit and a supplemental
      executive retirement benefit.

    


    NOW
      THEREFORE,
      the
      Employer hereby amends and restates the Plan as a separate and independent
      plan,
      effective September 1, 2002, which shall provide eligible employees with a
      deferred compensation benefit.

    


    
      
        
        

      

      
        1

        
          

        

      

      
        Table
          of Contents

      

    

    


    


    


    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 a 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 Deferral Election 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  	
              Deferrals.
                The portion of Compensation that a Participant elects to defer in
                accordance with section 3.1 hereof.

            


    

     

    
      	1.8  	
              Deferral
                Election.
                The separate written agreement, submitted to the Administrator, by
                which
                an Eligible Employee agrees to participate in the Plan and make Deferrals
                thereto.

            


    

     

    
      	1.9  	
              Disability.
                As defined by the Weingarten Realty Investors Long Term Disability
                Plan.

            


    

     

    
      	1.10  	
              Effective
                Date.
                The
                Effective Date of this Restatement shall be September 1, 2002. The
                Plan
                was previously restated effective December 1,
                1999.

            


    

     

    
      	1.11  	
              Eligible
                Employee.
                An Employee shall be considered an Eligible Employee if such Employee
                is
                designated as an Eligible Employee by the
                Employer.

            


    

     

    
      	1.12  	
              Employee.
                Any person employed by the
                Employer.

            


    

     

    
      	1.13  	
              Investment
                Fund or Funds.
                Each deemed investment which serves as a means to measure value,
                increases
                or decreases with respect to a Participant's Accounts, which may
                be made
                designated, from time to time, by the
                Employer.

            


    

     

    
      	1.14  	
              Participant.
                An Eligible Employee who is a Participant as provided in Article
                II.

            


    

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        Table
          of Contents

      

    

     

    
      	1.15  	
              Plan
                Year.
                January 1, through December 31.

            


    

     

    
      	1.16  	
              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.

            


    

     

    
      	1.17  	
              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 Deferral Election or a qualified cash or deferred arrangement under
                Code
                Section 401 (k) or cafeteria plan under Code Section
                125.

            


    

     

    
      	1.18  	
              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. 

            


    

     

    
      	1.19  	
              Trustee.
                The entity or individual designated from time to time by the Board
                to
                serve as trustee in accordance with the terms of the
                Plan.

            


    

     

    
      	1.20  	
              Unforeseeable
                Financial Emergency.
                Means an unexpected need of a Participant for cash that (i) arises
                from an
                illness, casualty loss, sudden financial reversal or such other
                unforeseeable occurrence that is caused by an even beyond the control
                of
                such Participant, (ii) would result in severe financial hardship
                to such
                Participant if his compensation deferral election was not cancelled
                pursuant to Section 3.1(h), and (iii) is not reasonably satisfied
                from
                other resources of such Participant. Cash needs arising from foreseeable
                events, such as the purchase of a house or education expenses for
                children, shall not be considered to be the result of an Unforeseeable
                Financial Emergency.

            


    

     

    ********

     

    
      
        
        

      

      
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        Table
          of Contents

      

    

     

    Article
      II -   Participation

     

    
      	2.1  	
              Commencement
                of Participation.
                Each Eligible Employee shall become a Participant on the date his
                or her
                Deferral Election first becomes effective.
                Prior to participation in the Plan, each Participant shall be required
                to
                designate on a Deferral Election the form and timing of the distribution
                of his or her Accounts. 

            


    

     

    
      	2.2  	
              Change
                in Eligible Employee Status.

            


    

     

    
      	(a)  	
              A
                participant who is no longer an Eligible Employee shall not be permitted
                to submit a Deferral Election and all Deferrals for such Participant
                shall
                cease as of the end of the Plan Year in which such Participant is
                determined to no longer be an Eligible Employee.
                

            


    

     

    
      	(b)  	
              Amounts
                credited to the Account of a Participant described in subsection
                (a) shall
                continue to be held, pursuant to the terms of the Plan and shall
                be
                distributed as provided in Article
                VI.

            


    

     

    ********

     

    
      
        
        

      

      
        4

        
          

        

      

      
        Table
          of Contents

      

    

     

    Article
      III -    Contributions

     

    
      	3.1  	
              Employee
                Deferrals.

            


    

     

    
      	(a)  	
              The
                Employer shall credit to the Account of a Participant an amount equal
                to
                the amount designated in the Participant's Deferral Election for
                that Plan
                Year. Such amounts shall not be made available to such Participant,
                except
                as provided in Article VI, and shall reduce such Participant's
                Compensation from the Employer in accordance with the provisions
                of the
                applicable Deferral Election; provided, however, that all such amounts
                shall be subject to the rights of the general creditors of the Employer
                as
                provided in Article VIII.

            


    

     

    
      	(b)  	
              Each
                Eligible Employee shall deliver a Deferral Election to the Employer
                before
                any Deferrals can become effective. Such Deferral Election shall
                be void
                with respect to any Deferral unless submitted before the beginning
                of the
                calendar year during which the amount to be deferred will be earned;
                provided, however, that in the year in which the Plan is first adopted
                or
                an Employee is first eligible to participate, such Deferral Election
                shall
                be filed within thirty (30) days of the date on which the Plan is
                adopted
                or the date on which an Employee is first eligible to participate,
                respectively, with respect to Compensation earned during the remainder
                of
                the calendar year.

            


    

     

    
      	(c)  	
              The
                Deferral Election shall, subject to the limitations set forth in
                section
                3.1 hereof, designate the amount of Compensation deferred by each
                Participant, the subaccount, if any, as set forth in subsection (e),
                below, the beneficiary or beneficiaries of the Participant and such
                other
                items as the Administrator may prescribe. Such designations shall
                remain
                effective unless amended as provided in subsection (d),
                below.

            


    

     

    
      	(d)  	
              A
                Participant may amend his or her Deferral Election from time to time;
                provided, however, that any amendment to the amount of a Participant's
                Deferrals shall comply with the provisions of subsection (b),
                above.

            


    

     

    
      	(e)  	
              A
                Participant may direct his or her Deferral to be credited to one
                or more
                subaccounts as may be established, as provided in Article V, by the
                Participant at the time of the Deferral
                Election.

            


    

     

    
      	(f)  	
              The
                minimum amount that may be deferred each Plan Year is five thousand
                dollars ($5,000).

            


    

     

    
      	(g)  	
              The
                maximum amount that may be deferred each Plan Year shall
                be established by the Administrator from time to
                time.

            


    

     

    
      	(h)  	
              For
                each payroll period, the Employer shall withhold from that portion
                of a
                Participant’s Compensation that is not deferred hereunder, 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 (1) Deferrals, and (2) Employer Contributions 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 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.

            


    

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        Table
          of Contents

      

    

     

    
      	(i)  	
              In
                the event of an Unforeseeable Financial Emergency a Participant may,
                with
                the written consent of the Administrator, terminate future participation
                by filing with the Administrator a written request to so terminate
                participation. Upon termination of participation, no further reductions
                shall be made in the Participant's base Salary or Bonus pursuant
                to the
                Deferral Agreement. Such a hardship termination will not make the
                Participant ineligible to participate in future Plan Years.

            


    

     

    
      	3.2  	
              Time
                of Contributions. Deferrals
                shall be transferred to the Trust as soon as administratively feasible
                following the close of each month. The Employer shall also transmit
                at
                that time any necessary instructions regarding the allocation of
                such
                amounts among the Accounts of
                Participants.

            


    

     

    
      	3.3  	
              Form
                of Contributions.
                All Deferrals to the Trust shall be made in the form of cash or cash
                equivalents of US currency.

            


    

     

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        Table
          of Contents

      

    

    Article
      IV -   Vesting

     

    
      	4.1  	
              Vesting
                of Deferrals.A
                Participant shall have a 100% vested right to the portion of his
                or her
                Account attributable to Deferrals and any earnings on the deemed
                investment of such Deferrals.

            


    

     

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        Table
          of Contents

      

    

     

    Article
      V -   Accounts

     

    
      	5.1  	
              Bookkeeping
                Accounts.
                The Administrator shall establish and maintain a bookkeeping account
                in
                the name of each Participant. The Administrator shall also establish
                subaccounts, as provided in subsection (a), (b), or (c), below, as
                elected
                by the Participant pursuant to Article
                III.

            


    

     

    
      	(a)  	
              A
                Retirement Account shall be established for each Participant.

            


    

     

    
      	(b)  	
              One
                or more Education Accounts shall be established for each Participant
                in
                the name of a "Student" in accordance with the Participant’s Deferral
                Election. For purposes of this Article, Student shall mean a child,
                grandchild, niece or nephew of the Participant that has not yet attained
                the age of fifteen (15) at the time the account is initially established.
                A Participant may have a maximum of five (5) education subaccounts
                at any
                time. 

            


    

     

    
      	(c)  	
              One
                or more Fixed Period Accounts shall be established in accordance
                with the
                Participant’s Deferral Election. The Participant must designate the year
                of distribution at the time the account is initially established.
                The
                minimum initial deferral period for each subaccount shall be three
                (3)
                years. A Participant may have a maximum of five (5) fixed period
                subaccounts at any time. 

            


    

     

    
      	5.2  	
              Adjustment
                and Crediting of Accounts. 

            


    

     

    
      	(a)  	
              The
                Administrator shall adjust the amounts credited to each Participant's
                Account to reflect Deferrals, distributions, deemed investment experience
                of the Participant’s Investment Fund selections and any other appropriate
                adjustments. Such adjustments shall be made as is administratively
                necessary in the discretion of the
                Administrator.

            


    

     

    
      	(b)  	
              The
                deemed investment experience credited to a Participant’s Account shall be
                determined on a periodic basis according to the earnings and losses
                of the
                Investment Fund selections made by the Participant pursuant to his
                or her
                Deferral Election. The earning and losses will be determined as if
                the
                amount credited to the Participant Account were actually invested
                in the
                Investment Fund selected. Participants may select one or more of
                the
                Investment Funds designated by the Administrator in whole percentages
                of
                the applicable Account balance. A Participant may change his or her
                selection of Investment Funds at any time. An election shall be effective
                as soon as administratively feasible following the date of the change
                as
                indicated in writing by the Participant or such other means as the
                Administrator may approve.

            


    

     

     

    
      
        
        

      

      
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      	5.3  	
              Investment
                of Trust Assets. Deferrals
                hereunder 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 may be invested in an Investment Fund but are not
                required to be invested in individual accounts mirroring the bookkeeping
                Accounts established in Section 5.1.
                Any such Trust shall constitute an unfunded arrangement and shall
                not
                affect the status of the Plan as an unfunded plan. 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) shall remain that
                of a
                general creditor. 

            


    

     

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          of Contents

      

    

     

    Article
      VI -
  Distributions

     

    
      	6.1  	
              Distribution
                Election.
                Distribution of the value of a Participant’s Accounts 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 vested portion of the Participant’s
                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  	
              Payment
                Options.

            


    

     

    
      	(a)  	
              Retirement
                Account distributions 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). Retirement
                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.

            


    

     

    
      	(b)  	
              Education
                Account distributions shall be paid in four annual installments on
                as soon
                as administratively feasible after the commencement of the of the
                calendar
                year in which the Student reaches age eighteen (18) and the three
                anniversaries thereof in the following
                amounts:

            


    

     

    Year
      1  25%
      of
      the account balance

    Year
      2  33%
      of
      the account balance

    Year
      3  50%
      of
      the account balance

    Year
      4  100%
      of
      the account balance

    


    At
      the
      election of the Participant, at least 12 months prior to the date payments
      are
      to commence from an Education Account in accordance with the foregoing schedule,
      or in the event of the death of a Student prior to completion of the payments
      in
      accordance with the foregoing schedule, a Participant shall be entitled to
      re-designate any such amounts ( in the case of a Students death only to the
      extent payable more than twelve months thereafter) to be credited to another
      Education Account or to his or her Retirement Account or to a Fixed Period
      Account. 

    


    
      	(c)  	
              Fixed
                Period Account distributions shall be paid in one lump sum payment
                on
                January 1 (or as soon as administratively feasible thereafter) of
                the
                calendar year selected by the participant on his or her Deferral
                Election.

            


    

     

    
      	6.3  	
              Commencement
                of Payment upon Death, Disability or Termination.

            


    

     

     

    
      
        
        

      

      
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      	(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, in accordance
                to
                Section 7.3 below, 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, in accordance with the Participant’s election, 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.

            


    

     

    
      	6.4  	
              Minimum
                Distribution.
                Notwithstanding any provision to the contrary, if the balance of
                a
                Participant's Retirement Account at the time of a termination due
                to
                Retirement is less than $50,000 (or such other uniform threshold
                amount
                established by the Administrator), the Participant shall be paid
                his or
                her benefits as a single lump sum as soon as administratively feasible
                following said termination date. If the balance of a Participant’s
                Education Account is first scheduled for payment is less than $4,000
                (or
                such other uniform threshold amount established by the Administrator),
                the
                Participant shall be paid his or her benefits as a single lump sum
                as soon
                as administratively feasible following said 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.

            


    

     

     

    
      
        
        

      

      
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      	(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
                may include all contributions made pursuant to a Deferral Election
                by a
                Participant and
                shall remain the general assets of the
                Employer.

            


    

     

    
      	8.3  	
              Withholding
                of Employee Contributions.
                The Administrator is authorized to make any and all necessary arrangements
                with the Employer in order to withhold the Participant's Deferrals
                under
                section 3.1 hereof from his or her Compensation. The Administrator
                shall
                determine the amount and timing of such
                withholding.

            


    

     

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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 limit the amount of compensation
                that may be deferred; 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.

            


    

     

     

    
      
        
        

      

      
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      	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 employee 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.

            


    

     

     

    
      
        
        

      

      
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      	(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.

            


    

     

    
      	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  	
              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.

            


    

     

    
      	10.16  	
              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.
                

            


    

     

    
      	10.17  	
              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.

            


    

     

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    [signature
      page to follow]

    


    
      
        
        

      

      
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    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

    


    
    

    
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