Exhibit 10.35


    EXHIBIT
      10.35


     

    WEINGARTEN
      REALTY INVESTORS

    SUPPLEMENTAL
      EXECUTIVE RETIREMENT PLAN

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    WEINGARTEN
      REALTY INVESTORS

    SUPPLEMENTAL
      EXECUTIVE RETIREMENT PLAN

    


    Table
      of
      Contents

    


    ARTICLE
      I
      - Definitions

    1.1 Account

    1.2 Administrator

    1.3 Board

    1.4 Bonus

    1.5 Code

    1.6 Disability
      or Disabled

    1.7 Early
      Retirement2

    1.8 Earnings

    1.9 Effective
      Date

    1.10 Eligible
      Employee

    1.11 Employee

    1.12 Employer
      Contribution

    1.13 Employer
      Credit

    1.14 Key
      Employee.

    1.15 Participant

    1.16 Participation
      Agreement

    1.17 Pension
      Plan

    1.18 Plan
      Year

    1.19 Retirement

    1.20 Retirement
      Age

    1.21 Salary

    1.22 Transition
      Group

    1.23 Trust

    1.24 Trustee

    1.25 Vesting
      Year of Service

    ARTICLE
      II - Participation

    2.1 Commencement
      of Participation

    ARTICLE
      III - Supplemental Retirement Benefit

    3.1 Employer
      Credits

    3.2 Last
      Day
      Requirement

    3.3 Calculation
      of Employer Credits

    3.4 Time
      of
      Contributions

    3.5 Withholding

    3.6 Prior
      Participation in the Benefit Restoration Plan

    ARTICLE
      IV - Vesting

    4.1 Vesting
      of Account

    4.2 Vesting
      in Event of Retirement, Disability, or Death.

    4.3 Amounts
      Not Vested

    ARTICLE
      V
      - Accounts

    5.1 Bookkeeping
      Accounts

    5.2 Adjustment
      and Crediting of Accounts.

    5.3 Investment
      of Trust Assets

    5.4 Forfeitures

    5.5 Employer
      Stock Account

    ARTICLE
      VI - Distributions

    6.1 Entitlement
      to Distribution

    6.2 Distribution
      Election.

    6.3 Form
      of
      Payment

    6.4 Commencement
      of Payment.

    6.5 Minimum
      Distribution

    ARTICLE
      VII - Beneficiaries

    7.1 Beneficiaries

    7.2 Change
      of
      Beneficiary Designation

    7.3 Determination
      of Beneficiary.

    7.4 Lost
      Beneficiary.

    ARTICLE
      VIII - Funding

    8.1 Prohibition
      Against Funding

    8.2 Deposits
      in Trust

    ARTICLE
      IX - Claims Administration

    9.1 General

    9.2 Claim
      Review

    9.3 Right
      of
      Appeal

    9.4 Review
      of
      Appeal

    9.5 Designation

    ARTICLE
      X
      - General Provisions

    10.1 Administrator.

    10.2 No
      Assignment

    10.3 No
      Employment Rights

    10.4 Incompetence

    10.5 Identity

    10.6 Other
      Benefits

    10.7 No
      Liability

    10.8 Expenses

    10.9 Insolvency

    10.10 Amendment.

    10.11 Plan
      Termination.

    10.12 Employer
      Determinations

    10.13 Construction

    10.14 Governing
      Law

    10.15 Severability

    10.16 Entire
      Agreement

    10.17 Headings

    10.18 Terms

    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    WEINGARTEN
      REALTY INVESTORS

    SUPPLEMENTAL
      EXECUTIVE RETIREMENT
      PLAN

     

    RECITALS

     

    Weingarten
      Realty Investors ("Employer"), a
      Texas
      Real Estate Investment Trust, sponsors
      the Weingarten Realty Investors Supplemental Executive Retirement Plan
      ("Plan").

     

    The
      purpose of the Plan is to provide eligible employees a supplemental retirement
      benefit
      equal to the additional retirement benefit he or she would have received
      under the Weingarten
      Realty Investors Retirement Plan if such benefit were determined without regard
      to
      the
      limitations imposed by the Code.

     

    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.

     

    Prior
      to
      September 1, 2002, the benefits provided by the Plan were provided under the
      Weingarten Realty Investors
      Deferred Compensation Plan; the Plan was restated as a separate and independent
      plan effective September 1, 2002.

     

    The
      Employer now desires to amend and restate the Plan, effective January 1, 2005,
      or as otherwise provided herein, to meet the applicable requirements of Section
      409A of the Internal Revenue Code (the “Code”) and shall be administered and
      interpreted to the extent possible consistent with such Code
      Section.

     

    NOW
      THEREFORE, the
      Employer hereby amends and restates the Plan effective January 1, 2005, or
      as
      otherwise provided herein, as follows:

     

    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  	
              Disability
                or Disabled. A
                Participant will be considered Disabled for Plan purposes if the
                Participant is a “Grandfathered Participant” (as defined in the Pension
                Plan), has completed at least ten years of Service (as defined in
                the
                Pension Plan) upon separation from service, and is disabled within
                the
                meaning of the Social Security Act, which is defined as being unable
                to
                engage in any substantial gainful activity by reason of any medically
                determinable physical or mental impairment which can be expected
                to result
                in death or can be expected to last for a continuous period of not
                less
                than 12 months. 

            


    

     

    
      	1.7  	
              Early
                Retirement.
                Early Retirement means a Participant has retired from the employ
                of the
                Employer on or after age 55 after having completed 15 years of Service
                with the Employer, as determined under the Pension
                Plan.

            


    

     

    
      	1.8  	
              Earnings.
                The Earnings of a Participant shall have the same meaning as “Earnings”
                under the Pension Plan, except that the following modifications to
                such
                definition shall apply for purposes of the Plan: 

            


    

     

    
      	(a)  	
              Earnings
                shall be increased by:

            


    

     

    
      	(i)  	
              The
                fair market value (determined by the Board) of restricted stock awards
                granted during the Plan Year;

            


    

     

    
      	(ii)  	
              The
                fair market value (determined by the Board) of stock options granted
                during the Plan Year; and

            


    

     

    
      	(b)  	
              Earnings
                shall be decreased by:

            


    

     

    
      	(i)  	
              Any
                amount realized from the exercise of a non-statutory stock option
                or from
                a disqualifying disposition of an incentive stock option during the
                Plan
                Year;

            


    

     

    
      	(ii)  	
              Any
                amount includable in income derived from a non-qualified deferred
                compensation plan during the Plan
                Year;

            


    

     

    
      	(iii)  	
              Any
                amount includable in income by reason of a Participant becoming
                substantially vested in any restricted stock award or other transfer
                of
                property subject to Section 83 of the Code during the Plan Year;
                and

            


    

     

    
      	(c)  	
              Earnings
                shall be determined without regard to any dollar limitation imposed
                by
                Section 401(a)(17) of the Code for such Plan
                Year.

            


    

     

    
      	1.9  	
              Effective
                Date. The
                effective date of this restatement of the Plan, January 1, 2005,
                or as
                otherwise provided herein. 

            


    

     

    
      	1.10  	
              Eligible
                Employee. An
                Employee shall be considered an Eligible Employee if such Employee
                is designated as an Eligible Employee by the
                Employer.

            


    

     

    
      	1.11  	
              Employee.
                Any
                person employed by the Employer.

            


    

     

    
      	1.12  	
              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.

            


    

     

    
      	1.13  	
              Employer
                Credit. The
                amount credited to the bookkeeping Account of a Participant in
                accordance
                with Article III.

            


    

     

    
      	1.14  	
              Key
                Employee. 

            


    

     

    
      	(a)  	
              An
                officer of an Employer earning more than $135,000 per year, as adjusted
                from time to time in accordance with Internal Revenue Service guidelines,
                

            


    

     

    
      	(b)  	
              A
                five percent owner of an Employer,
                or

            


    

     

    
      	(c)  	
              A
                one percent owner of an Employer having Compensation from the Employer
                of
                more than $150,000,

            


    

     

    all
      as
      determined in accordance with Sections 409A and 416(i) of the Code and
      applicable Treasury Regulations issued thereunder, provided stock in the
      Employer corporation is publicly traded on an established securities
      market. 

     

    
      	1.15  	
              Participant. An
                Eligible Employee who is a Participant as provided in Article
                II.

            


    

     

    
      	1.16  	
              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.

            


    

     

    
      	1.17  	
              Pension
                Plan. The
                Weingarten Realty Investors Retirement
                Plan.

            


    

     

    
      	1.18  	
              Plan
                Year. The
                twelve consecutive month period beginning January 1 and ending
                December
                31.

            


    

     

    
      	1.19  	
              Retirement.
                Retirement
                means a Participant has retired from the employ of the Employer
                after
                attaining Retirement Age.

            


    

     

    
      	1.20  	
              Retirement
                Age.
                The attainment of age 65.

            


    

     

    
      	1.21  	
              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.

            


    

     

    
      	1.22  	
              Transition
                Group.
                Participants who satisfy the definition of “grandfathered participant”
                under the Pension Plan.

            


    

     

    
      	1.23  	
              Trust. The
                agreement or agreements between the Employer and the Trustee under
                which
                the assets of the Plan may be 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.

            


    

     

    
      	1.24  	
              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 the
                Plan.

            


    

     

    
      	1.25  	
              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.

            


    

     

    ********

    ARTICLE
      II -   Participation

     

    
      	2.1  	
              Commencement
                of Participation. Each
                Eligible Employee shall become a Participant as of the
                date on which he or she is designated as an Eligible Employee. Prior
                to
                commencement of 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
                an
                Eligible Employee is participating in the Plan in 2005 or 2006 and
                has not
                previously designated the form and timing of the distribution of
                his or
                her Accounts or desires to modify a previously-filed distribution
                election, he or she must make or modify such an election and file
                it with
                the Administrator on or before December 31, 2006; provided, however,
                that
                a Participant may not file a modified payment election in 2006 that
                has
                the effect of deferring payment of amounts the Participant would
                otherwise
                receive in 2006 or cause payments to be made in 2006 that would otherwise
                be made subsequent to 2006. 

            


    

     

    


     

    ********

    ARTICLE
      III -   Supplemental
      Retirement Benefit

     

    
      	3.1  	
              Employer
                Credits. 

            


    

     

    
      	(a)  	
              The
                Employer shall credit to the Account of each Participant an amount
                each Plan Year which is designed to provide the Participant a supplemental
                retirement benefit
                at Retirement Age equal to the additional retirement benefit he would
                have
                accrued under the
                Employer's Pension Plan, as applicable to such Participant, if such
                retirement benefit were
                determined without regard to the benefit and compensation limitations
                imposed by the
                Code, but calculated applying the definition of Earnings contained
                herein.

            


    

     

    
      	(b)  	
              The
                amount credited each Plan Year to the Account of a Participant hired
                before January
                1, 2002 shall be calculated as an actuarially determined level percentage
                of
                the Participant's projected compensation that amortizes the unfunded
                present value of the Supplemental
                Benefit described below over the period remaining until the Participant
                attains Retirement Age. The Supplemental Benefit shall be equal to
                the
                excess of:

            


    

     

    
      	(i)  	
              the
                projected retirement benefit to which the Participant would have
                been
                entitled
                at Retirement Age if such benefit were calculated without giving
                effect to
                the
                benefit and compensation limitations imposed by the Code if such
                benefit
                were calculated under the Pension Plan's defined benefit formula
                in
                effect December 31, 2001 ("Defined Benefit Formula") but applying
                the
                definition of Earnings contained herein;
                over

            


    

     

    
      	(ii)  	
              the
                projected retirement benefit payable to the Participant under the
                Pension
                Plan's Cash Balance Formula at Retirement Age or, for Participants
                in the
                Pension
                Plan's Transition Group, the Pension Plan's Defined Benefit Formula
                at Retirement Age.

            


    

     

    
      	(c)  	
              Employer
                Credits credited to the Account of a Participant hired on or after
                January
                1, 2002 shall be calculated as
                an
                actuarially determined level percentage of
                the Participant's projected compensation that amortizes the unfunded
                present value of the Supplemental
                Benefit described below over the period remaining until the Participant
                attains Retirement Age. The Supplemental Benefit shall be equal to
                the
                excess of:

            


    

     

    
      	(i)  	
              the
                projected retirement benefit to which the Participant would have
                been
                entitled
                at Retirement Age if such benefit were calculated without giving
                effect to
                the
                benefit and compensation limitations imposed by the Code if such
                benefit
                were calculated under the Pension Plan's "Cash Balance Formula"
                in
                effect April 1, 2002 but applying the definition of Earnings contained
                herein; over

            


    

     

    
      	(ii)  	
              the
                retirement benefit payable to the Participant under the Pension Plan's
                Cash
                Balance Formula at Retirement Age.

            


    

     

    
      	(d)  	
              The
                Administrator shall maintain a Deferral Contribution Account for
                each
                Participant who has made elective deferrals to the Plan. The initial
                balance in each Deferral Contribution Account shall be determined,
                as of
                December 31, 2003, by the Administrator. Each Deferral Contribution
                Account shall be adjusted thereafter to reflect interest at the rate
                specified in Section 5.2(b), distributions and any other appropriate
                adjustments as administratively determined in the discretion of the
                Administrator. A Participant shall be entitled to the amount credited
                to
                the Participant's Deferral Contribution Account in addition to the
                Supplemental Benefit provided hereunder. A Participant's Deferral
                Account
                shall not be considered part of such Participant's funded Supplemental
                Benefit for purposes of determining the amount of Employer Credits
                under
                this Section 3.1, but shall be payable at the time a Participant's
                Supplemental Benefit is payable.

            


    

     

    
      	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
                may reasonably be necessary for purposes of calculating the amount
                to be
                credited to a Participant's
                Account each Plan Year shall be determined by the
                Administrator.

            


    

     

    
      	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
                Earnings, 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 Earnings 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 Earnings
                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.

            


    

     

    
      	3.6  	
              Prior
                Participation in the Benefit Restoration Plan. In
                accordance with the terms of the
                Weingarten Realty Investors
                Retirement Benefit
                Restoration Plan ("Benefit Restoration Plan"), upon commencement
                of
                participation in this Plan a Participant will not
                be eligible to receive a supplemental restoration benefit under the
                Benefit Restoration Plan.
                In such event, the amount credited to the Participant's Plan Account
                upon
                his or her commencement of participation in this Plan shall equal
                the
                amount, if any, credited to his or her account in the Benefit Restoration
                Plan immediately prior to such commencement of
                participation.

            


    

     

    ********

    ARTICLE
      IV -   Vesting

     

    
      	4.1  	
              Vesting
                of Account. A
                Participant's Account shall be 0% vested until a Participant has
                completed
                five (5) Vesting Years of Service, at which time his or her Account
                shall
                be 100% vested.

            


    

     

    
      	4.2  	
              Vesting
                in Event of Retirement, Disability, or
                Death.

            


    

     

    
      	(a)  	
              A
                Participant who separates from service due to Disability shall be
                fully vested
                in the amounts credited to his or her
                Account.

            


    

     

    
      	(b)  	
              A
                Participant shall be fully vested
                in the amounts credited to his or her Account if the Participant
                retires
                after attaining Retirement Age.

            


    

     

    
      	(c)  	
              A
                Participant who separates from service 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 separation from service with the Employer
                for a
                reason other than Retirement, Disability, or death shall be
                forfeited.

            


    

     

    


     

    ********

    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
                and Crediting 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 administratively determined 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.

            


    

     

    
      	5.5  	
              Employer
                Stock Account. In
                the discretion of the Employer and by separate agreement between
                a Participant or retiree and the Administrator, the individual Participant
                Account of
                a Participant or retiree may, in lieu of being credited with interest
                in
                accordance with Section
                5.2 above, be adjusted by reference to the value of shares of Employer
                stock credited
                to such Participant's or retiree's
                Account.

            


    

     

    ********

    ARTICLE
      VI -   Distributions

     

    
      	6.1  	
              Entitlement
                to Distribution.
                A
                Participant shall be entitled to distribution due to separation from
                service on account of death, Disability, Early Retirement, Retirement
                or
                any other reason, provided the Participant is vested in his
                Account.

            


    

     

    
      	6.2  	
              Distribution
                Election. 

            


    

     

    
      	(a)  	
              General
                Rule.
                Distribution of the vested balance 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 Sections 6.3 and 6.4
                hereof. Such distribution elections must be made at the time the
                Participant completes his or her initial Participation Agreement
                in
                accordance with Section 2.1. A Participant may modify his or her
                previously-made elections relating to the time and form of distribution
                in
                accordance with Section 6.2(b). Notwithstanding the preceding,
                if
                an Eligible Employee is participating in the Plan in 2005 or 2006
                and has
                not previously designated the form and timing of the distribution
                of his
                or her Accounts or desires to modify a previously-filed distribution
                election, he or she must make or modify such an election, as the
                case may
                be, and file it with the Administrator on or before December 31,
                2006;
                provided, however, that a Participant may not file a modified payment
                election in 2006 that has the effect of deferring payment of amounts
                the
                Participant would otherwise receive in 2006 or cause payments to
                be made
                in 2006 that would otherwise be made subsequent to 2006. The elections
                referred to in the immediately preceding sentence shall not be required
                to
                meet the requirements of Section 6.2(b).


            


    

     

    
      	(b)  	
              Modification
                to the Time or Form of Distribution.
                Except as may be permitted under 6.2(a) hereof, any election by a
                Participant to modify a previously-filed distribution election is
                ineffective unless all of the following requirements are
                satisfied:

            


    

     

    
      	(i)  	
              Such
                modification may not be effective for at least twelve (12) months
                after
                the date on which the modification is
                made.

            


    

     

    
      	(ii)  	
              Except
                in the case of modifications relating to distributions on account
                of death
                or Disability, the modification must provide that payment will not
                commence for at least five (5) years from the date payment would
                otherwise
                have been made or commenced.

            


    

     

    
      	(iii)  	
              A
                modification related to a distribution to be made at a specified
                time or
                under a fixed schedule may not be made less than twelve (12) months
                prior
                to the date of the first otherwise scheduled payment.
                

            


    

     

    
      	(iv)  	
              Such
                modification may not permit acceleration of the time or schedule
                of any
                payment under the Plan, except as may be permitted pursuant to applicable
                Treasury Regulations.

            


    

     

    
      	6.3  	
              Form
                of Payment. A
                Participant entitled to distribution shall receive such distribution
                in
                one of the following forms, as previously elected by the Participant
                in
                accordance with Section 6.2 and commencing in accordance with Section
                6.4:
                (i)
                a single life annuity; (ii)
                a joint and
                50%, 75% or 100% survivor annuity; (iii) a ten-year certain and life
                annuity; (iv) a five-year certain and life annuity; and (v) one lump
                sum. 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.

            


    

     

    
      	6.4  	
              Commencement
                of Payment. 

            


    

     

    
      	(a)  	
              For
                purposes of this Section 6.4, the “Earliest Distribution Date” shall mean
                the earliest date on which distribution could be made or commence
                to the
                Participant under the Pension Plan, determined with regard to each
                Participant as of the date the Participant commenced participation
                under
                this Plan, without regard to any applicable amendments to the Pension
                Plan
                effective subsequent to the date the Participant commenced participation
                under this Plan. 

            


    

     

    
      	(b)  	
              Subject
                to paragraph (c) of this Section 6.4, payment to a Participant shall
                be
                made or commence on the Earliest Distribution Date; provided, however,
                that the Participant may elect, in accordance with Section 6.2, to
                defer
                payment to a date subsequent to the Earliest Distribution Date.
                

            


    

     

    
      	(c)  	
              Notwithstanding
                anything contained herein to the contrary, if a Participant is a
                Key
                Employee and separates from service for a reason other than death
                or
                Disability, such Participant’s distribution may not commence earlier than
                six (6) months from the date of his or her separation from service.
                Any
                payment that would have been made within six (6) months of the
                Participant’s separation from service without regard to the foregoing
                sentence shall instead be made on the first day of the month following
                the
                date that is six (6) months from the date on which the Participant
                separated from service.

            


    

     

    
      	6.5  	
              Minimum
                Distribution.
                Notwithstanding
                any provision to the contrary, but subject to Section 6.4(c), if
                the
                balance of a Participant's Account at the time of a termination due
                to
                Retirement or Disability is less than $50,000, then the Participant
                shall
                be paid his or her benefits as a single lump sum thirty (30) days
                following the Participant’s separation from
                service.

            


    

     

    ********

    ARTICLE
      VII -   Beneficiaries

     

    
      	7.1  	
              Beneficiaries.
                

            


    

     

    
      	(a)  	
              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.

            


    

     

    
      	(b)  	
              A
                Participant’s beneficiary shall be his spouse, as such individual is
                determined under the Pension Plan. Notwithstanding the foregoing,
                the
                Participant may designate a beneficiary other than the spouse
                if:

            


    

     

    
      	(i)  	
              the
                Participant has no spouse; 

            


    

     

    
      	(ii)  	
              the
                spouse cannot be located; or 

            


    

     

    
      	(iii)  	
              the
                spouse consents in accordance with Subsection (c)
                below.

            


    

     

    
      	(c)  	
              In
                the case of a married Participant or former Participant, the designation
                of a non-spouse as beneficiary shall be valid only
                if:

            


    

     

    
      	(i)  	
              the
                spouse consents in writing to the designation;


            


    

     

    
      	(ii)  	
              the
                designation specifies the beneficiary and may not be changed without
                spousal consent (or the spouse’s consent expressly permits designations by
                the Participant without any requirement of further spousal consent);
                and

            


    

     

    
      	(iii)  	
              the
                spouse’s consent acknowledges the effect of the election. 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, provided the requirements of Section 7.1(b)
                or
                (c) are satisfied, if applicable, 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.

            


    

     

    
      	(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. 

            


    

     

    ********

    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.

            


    

     

    ********

    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 determines such a hearing
                is
                necessary. In preparing for
                this appeal, the claimant shall be given the right to review documents
                relevant to the benefit claim 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.

            


    

     

    ********

    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.

            


    

     

    
      	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. 

            


    

     

    The
      Employer, in its sole and unfettered discretion, may amend the Plan at any
      time,
      provided,
      however, that
      any
      such amendment shall
      not
      reduce, without the consent of a Participant,
      a Participant's right to any amounts already credited to
      his or
      her Account and provided further that such
      amendment does not contravene the provisions of Section 409A of the Code and
      related guidance issued thereunder. 

     

    
      	10.11  	
              Plan
                Termination.

            


    

     

    
      	(a)  	
              The
                Employer may terminate the Plan upon occurrence of any one of the
                following:

            


    

     

    
      	(i)  	
              Within
                twelve (12) months of the Employer’s dissolution taxed under Section 331
                of the Code or with the approval of a bankruptcy court pursuant to
                11
                U.S.C. Section 503(b)(1)(A), provided that the amounts deferred under
                the
                Plan are included in the Participants’ gross income in the latest
                of:

            


    

     

    
      	(I)  	
              The
                calendar year in which the Plan termination
                occurs;

            


    

     

    
      	(II)  	
              The
                calendar year in which the amount is no longer subject to a substantial
                risk of forfeiture; or 

            


    

     

    
      	(III)  	
              The
                first calendar year in which the payment is administratively practicable.
                

            


    

     

    
      	(ii)  	
              Within
                the thirty (30) days preceding or the twelve (12) months following
                a
                Change in Control, provided all substantially similar arrangements
                (within
                the meaning of Section 409A of the Code and related guidance issued
                thereunder) sponsored by the Employer are also terminated, so that
                the
                Participant and all participants under substantially similar arrangements
                are required to receive all amounts of compensation deferred under
                the
                terminated arrangements within twelve (12) months of the date of
                termination of the arrangements.

            


    

     

    
      	(iii)  	
              At
                the discretion of the Employer, provided that all of the following
                requirements are satisfied:

            


    

     

    
      	(I)  	
              All
                arrangements sponsored by the Employer that would be aggregated with
                any
                terminated arrangement under Section 1.409A-1(c) if the same Participant
                participated in all of the arrangements are terminated;
                

            


    

     

    
      	(II)  	
              No
                payments other than payments that would be payable under the terms
                of the
                arrangements if the termination had not occurred are made within
                twelve
                (12) months of the termination of the arrangements;
                

            


    

     

    
      	(III)  	
              All
                payments are made within twenty-four (24) months of the termination
                of the
                arrangements; and 

            


    

     

    
      	(IV)  	
              The
                Employer does not adopt a new arrangement that would be aggregated
                with
                any terminated arrangement under Section 1.409A-1(c) if the same
                Participant participated in both arrangements, at any time within
                five (5)
                years following the date of termination of the
                arrangement.

            


    

     

    
      	(iv)  	
              Such
                other events and conditions as the Commissioner of Internal Revenue
                may
                prescribe in generally applicable guidance published in the Internal
                Revenue Bulletin.

            


    

     

    
      	(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

            


    

     

    
      	(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.

            


    

     

    
      	10.12  	
              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.

            


    

     

    
      	10.13  	
              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.

            


    

     

    
      	10.14  	
              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, Code Section 409A, 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.

            


    

     

    
      	10.15  	
              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.

            


    

     

    
      	10.16  	
              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  	
              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.

            


    

     

    
      	10.18  	
              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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    IN
      WITNESS WHEREOF, WEINGARTEN REALTY INVESTORS has caused this instrument
      to be executed by its duly authorized officer, effective as of January 1, 2005,
      or as otherwise provided herein.

     

    WEINGARTEN
      REALTY INVESTORS

     

    By:/S/Michael
      Townsell

    Name: Michael
      Townsell

    Title: V.P.
      Human Resources

    Date: August
      4,
      2006