Exhibit 10.36


    EXHIBIT
      10.36

    


    


    


    


    


    WEINGARTEN
      REALTY INVESTORS

    DEFERRED
      COMPENSATION PLAN 

    


    


    Restated
      Effective January 1, 2005

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    WEINGARTEN
      REALTY INVESTORS

    DEFERRED
      COMPENSATION PLAN

    


    


    Table
      of Contents

    Page

    


     

    Article
      I
      - Definitions 

     

    1.1
      Account 

    1.2
      Administrator 

    1.3
      Board. 

    1.4
      Bonus.  

    1.5
      Code
 

    1.6
      Compensation 

    1.7
      Deferrals. 

    1.8
      Deferral Election. 

    1.9
      Disabled or Disability 

    1.10
      Effective Date 

    1.11
      Eligible Employee 

    1.12
      Eligible Independent Contractor 

    1.13
      Employee 

    1.14
      409A
      Balance 

    1.15
      Grandfathered Balance 

    1.16
      Investment Fund or Funds 

    1.17
      Key
      Employee 

    1.18
      Participant 

    1.19
      Plan
      Year 

    1.20
      Retirement 

    1.21
      Salary 

    1.22
      Student 

    1.23
      Trust. 

    1.24
      Trustee 

     

    Article
      II - Participation 

     

    2.1
      Commencement of Participation. 

    2.2
      Change in Eligible Employee Status. 

     

    Article
      III - Contributions 

     

    3.1
      Participant Deferrals. 

    3.2
      Time
      of Contributions 

    3.3
      Form
      of Contributions. 

     

    Article
      IV - Restricted Share and Option Deferral 

     

    4.1
      General 

    4.2
      Deferral of Restricted Shares or Options 

    4.3
      Terms
      and Conditions of Awards 

    4.4
      Dividends. 

    4.5
      Definitions 

    4.6
      Cancellation of Certain Restricted Share and Option Deferrals 

     

    Article
      V
      - Vesting 

     

    5.1
      Vesting of Deferrals 

     

    Article
      VI - Accounts 

     

    6.1
      Bookkeeping Accounts 

    6.2
      Adjustment and Crediting of Accounts. 

    6.3
      Investment of Trust Assets 

     

    Article
      VII - Distributions 

     

    7.1
      Distribution Election. 

    7.2
      Payment of Retirement, Education, and Fixed Period Accounts. 

    7.3
      Payment upon Death, Disability or Termination for Reason Other than
      Retirement. 

    7.4
      Minimum Distribution. 

     

    Article
      VIII - Beneficiaries 

     

    8.1
      Beneficiaries 

    8.2
      Change of Beneficiary Designation 

    8.3
      Determination of Beneficiary. 

    8.4
      Lost
      Beneficiary. 

     

    Article
      IX - Funding 

     

    9.1
      Prohibition Against Funding 

    9.2
      Deposits in Trust 

    9.3
      Withholding of Participant Contributions 

     

    Article
      X
      - Claims Administration 

     

    10.1
      General 

    10.2
      Claim Review 

    10.3
      Right of Appeal. 

    10.4
      Review of Appeal 

    10.5
      Designation. 

     

    Article
      XI - General Provisions 

     

    11.1
      Administrator. 

    11.2
      No
      Assignment 

    11.4
      Incompetence 

    11.5
      Identity 

    11.6
      Other Benefits. 

    11.7
      No
      Liability 

    11.8
      Expenses 

    11.9
      Insolvency 

    11.10
      Amendment and Termination. 

    11.11
      Employer Determinations 

    11.12
      Construction. 

    11.13
      Governing Law 

    11.14
      Severability 

    11.15
      Headings 

    11.16
      Entire Agreement 

    11.17
      Terms 

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    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; the Employer amended and restated the Plan as
      a
      separate and independent plan, effective September 1, 2002;

    


    The
      Employer now desires to amend and restate the Plan, effective January 1, 2005,
      to incorporate subsequent amendments to the Plan and to meet the applicable
      requirements of Section 409A of the Internal Revenue Code; 

    


    The
      Plan
      shall be interpreted and administered to the extent possible in accordance
      with
      Code Section 409A.

    


    NOW
      THEREFORE,
      the
      Employer hereby adopts this restatement of the Plan effective January 1, 2005,
      or as otherwise stated herein, as follows:

    


    Article
      I -   Definitions

     

    
      	1.1  	
              Account.
                The bookkeeping account established for each Participant as provided
                in
                Section 6.1 hereof.

            


    

     

    
      	1.2  	
              Administrator.
                The individual serving as the Director of Human Resources for the
                Employer
                or such other person or committee duly authorized by the Executive
                Committee of the Board of Managers. The Administrator shall be the
                agent
                for the Employer with respect to the Plan and
                Trust.

            


    

     

    
      	1.3  	
              Board.
                The Board of Trust Managers of the
                Employer.

            


    

     

    
      	1.4  	
              Bonus.
                Compensation that is designated as a bonus by the Employer and that
                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. Effective January 1, 2006, Compensation
                shall include self-employment income received by an Eligible Independent
                Contractor from the Employer. 

            


    

     

    
      	1.7  	
              Deferrals.
                The portion of Compensation that a Participant elects to defer in
                accordance with Articles II and III
                hereof.

            


    

     

    
      	1.8  	
              Deferral
                Election.
                The separate written agreement, submitted to the Administrator, by
                which
                an Eligible Employee or, effective January 1, 2006, an Eligible
                Independent Contractor, agrees to participate in the Plan and make
                Deferrals thereto.

            


    

     

    
      	1.9  	
              Disabled
                or Disability.
                A
                Participant will be considered Disabled for Plan purposes if the
                Participant:

            


    

     

    
      	(a)  	
              Is
                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, or

            


    

     

    
      	(b)  	
              Is,
                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, receiving income replacement
                benefits for a period of not less than 3 months under an accident
                and
                health plan sponsored by the
                Employer.

            


    

     

    
      	1.10  	
              Effective
                Date.
                January 1, 2005, except as otherwise provided herein. 

            


    

     

    
      	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  	
              Eligible
                Independent Contractor.
                Effective January 1, 2006, an individual who provides services to
                the
                Employer as an independent contractor shall be considered an Eligible
                Independent Contractor if such individual is designated as an Eligible
                Independent Contractor by the Chief Executive Officer of the
                Employer.

            


    

     

    
      	1.13  	
              Employee.
                Any person employed by the
                Employer.

            


    

     

    
      	1.14  	
              409A
                Balance.
                All amounts contributed to the Plan on behalf of a Participant on
                and
                after January 1, 2005, and earnings
                thereon.

            


    

     

    
      	1.15  	
              Grandfathered
                Balance.
                All amounts contributed to the Plan on behalf of a Participant prior
                to
                January 1, 2005, and earnings thereon, that were vested as of December
                31,
                2004. 

            


    

     

    
      	1.16  	
              Investment
                Fund or Funds.
                Each deemed investment which serves as a means to measure the value
                of a
                Participant's Accounts, which may be made available for such purpose,
                from
                time to time, by the Employer.

            


    

     

    
      	1.17  	
              Key
                Employee.
                An Employee who is: (i) an officer of the Employer, with annual
                compensation from the Employer greater than $135,000; (ii) a five-percent
                owner of the Employer; or (iii) a one-percent owner of the Employer
                with
                annual compensation from the Employer greater than $150,000. All
                terms
                described in the preceding sentence and all determinations of Key
                Employee
                status shall be made in accordance with Code Section 416(i), excluding
                paragraph (5) thereof or as otherwise provided under Code Section
                409A.

            


    

     

    
      	1.18  	
              Participant.
                An Eligible Employee or, effective January 1, 2006, an Eligible
                Independent Contractor who is a Participant as provided in Article
                II.

            


    

     

    
      	1.19  	
              Plan
                Year.
                January 1 through December 31.

            


    

     

    
      	1.20  	
              Retirement.
                Retirement means a Participant has retired from the employ of the
                Employer
                on or after 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 Deferral Election or a qualified cash or deferred arrangement under
                Code
                Section 401(k) or "cafeteria plan" under Code Section
                125.

            


    

     

    
      	1.22  	
              Student.
                A
                child, grandchild, niece or nephew of the Participant who has not
                attained
                the age of fifteen (15) at the time the Participant establishes an
                Education Account for the Student.

            


    

     

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

            


    

     

    


    ********

    Article
      II -   Participation

     

    
      	2.1  	
              Commencement
                of Participation. 

            


    

     

    
      	(a)  	
              Each
                Eligible Employee and, effective January 1, 2006, each Eligible
                Independent Contractor shall become a Participant on the date his
                or her
                initial Deferral Election first becomes effective. With respect to
                deferrals of Salary, a Participant must file a Deferral Election
                with the
                Administrator no later than the close of the calendar year immediately
                preceding the calendar year in which the services to which the Election
                relates are performed. In the year in which an Eligible Employee
                or,
                effective January 1, 2006, an Eligible Independent Contractor is
                first
                eligible to participate, such Deferral Election shall be filed within
                thirty (30) days of the date on which such individual is first eligible
                to
                participate, to be effective with respect to cash Compensation, Option
                awards or Restricted Share awards received for services rendered
                after
                such Deferral Election is effective; provided, however, that if such
                Election would be effective after June 30 of a Plan Year, such Election
                may not be effective with respect to a Bonus attributable to services
                performed in such Plan Year.

            


    

     

    
      	(b)  	
              With
                respect to deferrals of Bonus, a Participant must file a Deferral
                Election
                with the Administrator no later than June 30 of the Plan Year in
                which the
                services are performed to which such Election relates.
                

            


    

     

    
      	(c)  	
              Notwithstanding
                the preceding provisions of this Section 2.1, with respect solely
                to
                deferrals made on or before December 31, 2005, that are attributable
                to
                services performed in 2005, a Deferral Election may be made on or
                before
                March 15, 2005, to be effective with respect to Compensation, Option
                awards, or Restricted Share awards payable after the date such Deferral
                Election becomes effective.

            


    

     

    
      	(d)  	
              Prior
                to commencing participation in the Plan, each Participant shall be
                required to designate on a Deferral Election form (or other form
                provided
                by the Administrator) 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 or, effective January
                1,
                2006, an Eligible Independent Contractor 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 or an Eligible Independent Contractor.
                

            


    

     

    
      	(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
                VII.

            


    

     

    


    ********

    Article
      III -    Contributions

     

    
      	3.1  	
              Participant
                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 VII, 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 IX.

            


    

     

    
      	(b)  	
              The
                Deferral Election shall designate the amount of Compensation deferred
                by
                each Participant, the subaccount, if any, to which the Participant
                requests the Deferral be directed, in accordance with Section 6.1,
                the
                beneficiary or beneficiaries of the Participant and such other items
                as
                the Administrator may prescribe. 

            


    

     

    
      	(c)  	
              A
                Deferral Election effective with respect to a Plan Year may not be
                modified or revoked once such Plan Year has commenced. An election
                made
                pursuant to Section 6.1 designating the subaccount to which an amount
                deferred with respect to a Plan Year is to be directed may not be
                modified
                once such Plan Year has commenced. 

            


    

     

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

            


    

     

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

            


    

     

    
      	(f)  	
              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 requirements
                (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.

            


    

     

    
      	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.
                Except as provided in Article IV hereof, all Deferrals to the Trust
                shall
                be made in the form of cash or cash equivalents of US
                currency.

            


    

     

    


    ********

    Article
      IV -   Restricted
      Share and Option Deferral

     

    
      	4.1  	
              General.
                Any Trust Manager and any Participant shall be eligible to elect
                the
                deferral of an Award
                of
                Restricted
                Shares or Options
                as
                defined in and pursuant to the Weingarten Realty Investors 1993 Share
                Incentive Plan and the Weingarten Realty Investors 2001 Long Term
                Incentive Plan, and any subsequently adopted incentive plan (collectively,
                the "Long Term Incentive Plan") which are incorporated herein by
                this
                reference. Such election may be made with respect to either unvested
                Restricted
                Shares or Options
                of
                a prior Award
                of
                Restricted
                Shares or Options
                or
                as to any subsequent Award
                of
                Restricted
                Shares or Options.
                The manner and duration of such deferral shall be in accordance with
                the
                provisions of this Article IV and in accordance with procedures
                established by the Administrator. 

            


    

     

    
      	4.2  	
              Deferral
                of Restricted Shares or Options.
                A
                Participant or Trust
                Manager
                may elect to defer all or a portion of the Award
                of
                Restricted
                Shares or Options,
                on such terms as the Administrator may permit, by completing a Share
                or
                Option Award Deferral Agreement and submitting it to the Administrator
                prior to the calendar year in which the Award
                of
                Restricted
                Shares or Options
                is
                made. Any election to defer all or a portion of the Award
                of
                Restricted
                Shares or Options
                shall apply to any subsequent Award
                unless and until a revised Share or Option Award Deferral Agreement
                is
                submitted to the Administrator. Such deferral elections shall be
                made
                pursuant to Sections 2.1 and 3.1, above, in accordance with the provisions
                thereof (with respect to such deferrals, the "Share or Option Deferral
                Period"). The Administrator shall credit such deferred Restricted
                Shares or Options
                to
                a bookkeeping account (to be known as a "Weingarten Stock Account")
                for
                the benefit of such Participant or Trust
                Manager.
                The Restricted
                Shares or Options
                so
                deferred initially shall be accounted for by the Employer and shall
                be
                transferred to the Trustee at such time as the Employer shall, in
                its
                discretion, determine. Distribution of Restricted
                Shares or Options
                that have been deferred pursuant to this Article IV shall be made
                in
                accordance with Article VII hereof. 

            


    

     

    
      	4.3  	
              Terms
                and Conditions of Awards.
                Any deferred Restricted
                Shares or Options
                shall remain subject to the forfeiture and transfer restriction provisions
                of the Long Term Incentive Plan and any other terms and conditions
                established by the Management
                Development and Compensation Committee
                incident thereto. In the event that the Restricted
                Period,
                as defined under the Long Term Incentive Plan, has not expired or
                the
                Options
                have not been exercised at the end of the applicable Share or Option
                Deferral Period elected under the applicable Share Award Deferral
                Agreement, any Restricted
                Shares or Options
                distributed by the Trustee shall remain subject to any and all such
                terms
                and conditions and any applicable provisions of the Long Term Incentive
                Plan imposed upon such Restricted
                Shares or Options. In
                addition, in the event the Restricted Period has not expired at the
                end of
                the applicable Share Deferral Period, Restricted
                Shares distributed
                by the Trustee shall contain the legend provided under the Long Term
                Incentive Plan. If the Restricted
                Period
                shall expire or the Options
                are exercised prior to the expiration of the Share or Option Deferral
                Election Period, the deferred Shares shall be credited to a Weingarten
                Stock Account for the Participant or Trust Manager’s benefit and neither
                the Participant nor the Trust Manager may direct that the Shares
                be
                liquidated and alternative investment options substituted
                therefor.

            


    

     

    
      	4.4  	
              Dividends. 

            


    

     

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

            


    

     

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

            


    

     

    
      	4.5  	
              Definitions.
                All bolded terms in this Article IV shall have the meaning contained
                in
                the Long Term Incentive Plan. For purposes of Section 1.16 of this
                Plan,
                "Investment Fund or Funds" shall include any deferred Restricted
                Shares or Options
                or
                any deferred dividends to be credited as an equivalent amount in
                value of
                Deferred Shares.

            


    

     

    
      	4.6  	
              Cancellation
                of Certain Restricted Share and Option Deferrals.
                Participants and Trust Managers will be entitled to elect, before
                December
                31, 2005 to cancel previously made elections to defer Restricted
                Shares or
                Options. Such election shall only apply to deferrals of Restricted
                Shares
                that were not vested and Options that are not exercisable as of December
                31, 2004. If deferrals of Restricted Shares are cancelled, the certificate
                representing such Shares shall be removed from the Weingarten Stock
                Account maintained on behalf of the Participant and transferred to
                the
                proper holder thereof under the terms of the Long Term Incentive
                Plan. If
                deferrals of Options are cancelled, the Award Agreement representing
                such
                Options shall be removed from the Weingarten Stock Account maintained
                on
                behalf of the Participant and transferred to the proper holder thereof
                under the terms of the Long Term Incentive
                Plan.

            


    

     

    


    ********

    


    Article
      V -   Vesting

     

    
      	5.1  	
              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.

            


    

     

    ********

    Article
      VI -   Accounts

     

    
      	6.1  	
              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 may be established for a Participant in accordance
                with
                the Participant’s Deferral
                Election.

            


    

     

    
      	(b)  	
              One
                or more Education Accounts may be established for a Participant in
                the
                name of a Student, in accordance with the Participant’s Deferral Election.
                A Participant may have a maximum of five (5) Education Accounts
                established at any one time. 

            


    

     

    
      	(c)  	
              One
                or more Fixed Period Accounts may 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 Fixed Period Account shall
                be
                three (3) years. A Participant may have a maximum of five (5) Fixed
                Period
                Accounts established at any one time.


            


    

     

    
      	6.2  	
              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 earnings and losses will be determined as
                if the
                amount credited to the Participant Account were actually invested
                in the
                Investment Funds 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. Such an election shall
                be
                effective as soon as administratively feasible following the date
                the
                change is submitted in writing by the Participant to the Administrator,
                or
                such other means as the Administrator may approve.
                

            


    

     

    
      	6.3  	
              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 6.1. 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. 

            


    

     

    


    ********

    Article
      VII -   Distributions

     

    
      	7.1  	
              Distribution
                Election. 

            


    

     

    
      	(a)  	
              General
                Rule Applicable to 409A Balances.
                Distribution of the Participant’s vested 409A Balances shall be made in
                accordance with the Participant’s election with respect to the date on
                which distribution is to be made or commence and the form of payment.
                Such
                election shall be made by the Participant at the time the Participant
                makes his or her initial Deferral Election. A Participant may modify
                his
                or her previously-made elections relating to the time and form of
                distribution of 409A Balances in accordance with Section 7.1(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 409A Balances 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 distribution 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 7.1(b). If the Administrator separately accounts for Deferrals
                in
                each Plan Year, the Participant may make separate distribution elections
                with respect to each Plan Year’s Deferral Election, in which case each
                separate distribution election shall be effective with respect to
                the
                Deferrals to which the election relates.


            


    

     

    
      	(b)  	
              Modification
                To Distribution Date or Form of Payment With Respect to 409A
                Balances.
                Except as may be permitted in Section 7.1(a) hereof, any election
                by a
                Participant to modify a previously-filed distribution election applicable
                to 409A Balances 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 filed with the
                Administrator.

            


    

     

    
      	(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 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.

            


    

     

    
      	(c)  	
              Distribution
                to Key Employees With Respect to 409A Balances.
                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, distribution of such Participant’s 409A
                Balances 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 the first six months following the date on which the Participant
                separated from service without regard to this subsection (c) shall
                be made
                on the first day of the month following the date that is six months
                following the date on which the Participant separated from
                service.

            


    

     

    
      	(d)  	
              Special
                Rule Applicable to Grandfathered Balances.
                With respect to Grandfathered Balances, a distribution election must
                be
                filed at least 12 months prior to the date on which the Grandfathered
                Balance of the Participant’s Account is to be distributed for such an
                election to be effective. In the event the Participant files more
                than one
                such distribution election, the last effective distribution election
                shall
                control. The Administrator may not waive or modify this
                requirement.

            


    

     

    
      	7.2  	
              Payment
                of Retirement, Education, and Fixed Period Accounts.

            


    

     

    
      	(a)  	
              Retirement
                Accounts.
                

            


    

     

    
      	(i)  	
              Form
                of Payment.
                Retirement Accounts are payable in one of the following forms, as
                elected
                by the Participant: (i) in a lump sum payment or (ii) in annual
                installments over a period of up to twenty (20) years. If the Participant
                has not made a valid election as to the form of payment of his Retirement
                Account, payment shall be made in one lump
                sum.

            


    

     

    
      	(ii)  	
              General
                Rule Applicable to 409A Balances.
                Distributions of the 409A Balance in a Participant’s Retirement Account(s)
                shall be payable in the form elected by the Participant. Retirement
                Account payments shall be made or commence as of the first day of
                the
                month immediately following the month in which the Participant Retires
                (or
                as soon as administratively feasible thereafter) or at such later
                date as
                previously elected by the Participant in accordance with Section
                7.1. To
                the extent the balance in a Retirement Account is a 409A Balance,
                the
                distribution election applicable to such Balance may be modified
                by the
                Participant if the requirements of Section 7.1(b) are
                satisfied.

            


    

     

    
      	(iii)  	
              Grandfathered
                Balances.
                Distribution of the Grandfathered Balance in a Participant’s Retirement
                Account(s) shall be made in accordance with the Participant’s election
                applicable to Grandfathered Balances or, in the absence of such an
                election, as soon as administratively feasible after the Participant's
                Retirement. To the extent the balance in a Retirement Account is
                a
                Grandfathered Balance, the distribution election applicable to such
                Balance may be modified if the requirements of Section 7.1(d) are
                satisfied.

            


    

     

    
      	(iv)  	
              If
                an installment form of distribution is elected, annual installment
                payments subsequent to the first payment shall be made on each succeeding
                anniversary of the date the first payment was made.
                

            


    

     

    
      	(b)  	
              Education
                Accounts.
                

            


    

     

    
      	(i)  	
              In
                General.
                Education Account distributions shall be paid in four annual installments
                commencing on January 1 (or as soon as administratively feasible
                thereafter) of the calendar year in which the Student reaches age
                eighteen
                (18) and subsequently on the three anniversaries thereof in the following
                amounts:

            


    

     

    Year
      1  25%
      of
      the account balance

    Year
      2  33%
      of
      the remaining account balance

    Year
      3  50%
      of
      the remaining account balance

    Year
      4  100%
      of
      the remaining account balance

    


    
      	(ii)  	
              409A
                Balances.
                To the extent the balance in an Education Account is a 409A Balance,
                distribution of such Balance will commence as scheduled without regard
                to
                whether the Student dies prior to attaining age eighteen (18) or
                whether
                the Student attends college or incurs any post-secondary educational
                costs. However, the distribution election applicable to such Balance
                may
                be modified by the Participant if the requirements of Section 7.1(b)
                are
                satisfied. 

            


    

     

    
      	(iii)  	
              Grandfathered
                Balances.
                To the extent the balance in an Education Account is a Grandfathered
                Balance, at the election of the Participant at least twelve (12)
                months
                prior to the date payments are to commence from such Balance in accordance
                with the schedule in Section 7.2(b)(i), or in the event of the death
                of a
                Student prior to completion of the payments in accordance with such
                schedule, a Participant shall be entitled to re-designate any such
                amounts
                (in the case of a Student’s 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 Accounts.
                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 designated by the Participant on his or her Deferral
                Election. To the extent the balance in a Fixed Period Account is
                a 409A
                Balance, the distribution election applicable to such Balance may
                be
                modified by the Participant if the requirements of Section 7.1(b)
                are
                satisfied. To the extent the balance in a Fixed Period Account is
                a
                Grandfathered Balance, the distribution election applicable to such
                Balance may be modified by the Participant if the requirements of
                Section
                7.1(d) are satisfied.

            


    

     

    
      	7.3  	
              Payment
                upon Death, Disability or Termination for Reason Other Than
                Retirement.

            


    

     

    
      	(a)  	
              General
                Rule.
                Payment of a Participant’s Account(s) shall be made or commence in
                accordance with this Section 7.3 if payment has not been made or
                commenced
                under Section 7.2 at the time the Participant separates from service
                due
                to death, Disability, or any other reason other than
                Retirement.

            


    

     

    
      	(b)  	
              Form
                of Payment.
                The Participant’s vested Account(s) are payable under this Section 7.3 in
                one of the following forms, as elected by the Participant: (i) in
                a lump
                sum payment or (ii) in annual installments over a period of up to
                twenty
                (20) years. If the Participant has not made a valid election as to
                the
                form of payment, payment shall be made in one lump sum.
                

            


    

     

    
      	(c)  	
              Commencement
                of Distribution to the Extent the Account is a 409A
                Balance.
                To the extent the Participant’s Account is a 409A Balance, payment under
                this Section 7.3 shall commence as of the first day of the month
                (or as
                soon as administratively feasible thereafter) following the month
                in which
                the Participant dies, separates from service due to Disability, or
                separates from service for any other reason other than Retirement
                or at
                such later date as previously elected by the Participant in accordance
                with Section 7.1. If an installment form of distribution is elected,
                annual installment payments subsequent to the first payment shall
                be made
                on each succeeding anniversary of the date the first payment was
                made.

            


    

     

    
      	 	
              (d)

            	
              Commencement
                of Distribution to the Extent the Account is a Grandfathered
                Balance.
                To the extent the Participant’s Account is a Grandfathered Balance,
                distribution of such Account under this Section 7.3 shall commence
                in
                accordance with the Participant’s election applicable to Grandfathered
                Balances. In the absence of an election applicable to Grandfathered
                Balances, distribution of such Balances shall commence as soon as
                administratively feasible after separation from service due to Disability,
                death, or any other reason other than Retirement. If an installment
                form
                of distribution is elected, annual installment payments subsequent
                to the
                first payment shall be made on each succeeding anniversary of the
                date the
                first payment was made.

            


    

     

    (e) Modification
      of Elections.
      To the
      extent the balance in the Participant’s Account(s) is a 409A Balance, the
      election as to time or form of distribution applicable to such Balance may
      be
      modified by the Participant if the requirements of Section 7.1(b) are satisfied.
      To the extent the balance in the Participant’s Account(s) is a Grandfathered
      Balance, the election as to time or form of distribution applicable to such
      Balance may be modified by the Participant if the requirements of Section 7.1(d)
      are satisfied.

     

    
      	7.4  	
              Minimum
                Distribution.

            


    

     

    
      	(a)  	
              Subject
                to Section 7.1(c) but notwithstanding any other provision in the
                Plan to
                the contrary, if the balance of a Participant’s Retirement Account upon
                his Retirement is less than $50,000, the Participant shall be paid
                such
                balance on the first of the month following the month in which the
                Participant Retires.

            


    

     

    
      	(b)  	
              Subject
                to Section 7.1(c), if the balance in a Participant’s Education Account is
                less than $4,000 at the time the first scheduled payment from such
                Account
                would otherwise be made, the Participant shall be paid such balance
                as a
                single lump sum on the date the first scheduled payment would have
                otherwise been made.

            


    

     

    ********

    Article
      VIII -   Beneficiaries

     

    
      	8.1  	
              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. 

            


    

     

    
      	8.2  	
              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. 

            


    

     

    
      	8.3  	
              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.

            


    

     

    
      	8.4  	
              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
      IX -   Funding

     

    
      	9.1  	
              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.

            


    

     

    
      	9.2  	
              Deposits
                in Trust.
                Notwithstanding Section 9.1, 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.

            


    

     

    
      	9.3  	
              Withholding
                of Participant 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.

            


    

     

    


    ********

    Article
      X -   Claims
      Administration

     

    
      	10.1  	
              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.

            


    

     

    
      	10.2  	
              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.

            


    

     

    
      	10.3  	
              Right
                of Appeal.
                A
                claimant who has a claim denied under Section 10.2 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 10.2.

            


    

     

    
      	10.4  	
              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.

            


    

     

    
      	10.5  	
              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
      XI -   General
      Provisions

     

    
      	11.1  	
              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.

            


    

     

    
      	11.2  	
              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.

            


    

     

    
      	11.3  	
              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.

            


    

     

    
      	11.4  	
              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.

            


    

     

    
      	11.5  	
              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.

            


    

     

    
      	11.6  	
              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.

            


    

     

    
      	11.7  	
              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.

            


    

     

    
      	11.8  	
              Expenses.
                All expenses incurred in the administration of the Plan, whether
                incurred
                by the Employer or the Plan, shall be paid by the
                Employer.

            


    

     

    
      	11.9  	
              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. 

            


    

     

    
      	11.10  	
              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.

            


    

     

    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:

            


    

     

    
      	(1)  	
              The
                calendar year in which the Plan termination
                occurs;

            


    

     

    
      	(2)  	
              The
                calendar year in which the amount is no longer subject to a substantial
                risk of forfeiture; or 

            


    

     

    
      	(3)  	
              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 (within the meaning of Code Section 409A and related
                guidance issued thereunder), provided all substantially similar
                arrangements 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:

            


    

     

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

            


    

     

    
      	(2)  	
              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;
                

            


    

     

    
      	(3)  	
              All
                payments are made within twenty-four (24) months of the termination
                of the
                arrangements; and 

            


    

     

    
      	(4)  	
              The
                Employer does not adopt a new arrangement that would be aggregated
                with
                any terminated arrangement under Treasury Regulation 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 pursuant to subsection
                (a),
                above.

            


    

     

    
      	11.11  	
              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.

            


    

     

    
      	11.12  	
              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.

            


    

     

    
      	11.13  	
              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, 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.

            


    

     

    
      	11.14  	
              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 independent contractor 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 individual, who shall be considered to be participating
                in
                a separate arrangement.

            


    

     

    
      	11.15  	
              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.

            


    

     

    
      	11.16  	
              Entire
                Agreement.
                This
                instrument and all subsequently-adopted amendments hereto contain
                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. 

            


    

     

    
      	11.17  	
              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.

            


    

     

    ********

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    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 stated herein.

     

     

    WEINGARTEN
      REALTY INVESTORS

    


    By:
      /s/Michael
      Townsell

    Name: Michael
      Townsell

    Title: VP-
      HR

    


    Date:
       8/4/06