Exhibit 10.37


    EXHIBIT
      10.37


     

    WEINGARTEN
      REALTY INVESTORS 

    RETIREMENT
      BENEFIT RESTORATION PLAN

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    WEINGARTEN
      REALTY INVESTORS 

    RETIREMENT
      BENEFIT RESTORATION 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
      Disability or Disabled 

    1.7
      Early
      Retirement 

    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
      Trust 

    1.23
      Trustee 

    1.24
      Vesting Year of Service 

    Article
      II - Participation 

    2.1
      Commencement of Participation 

    Article
      III - Retirement Restoration 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
      Participation in Weingarten SERP 

    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 

    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 

    RETIREMENT
      BENEFIT RESTORATION PLAN

    


    RECITALS

    


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

    


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

    


    The
      Plan
      is an unfunded arrangement established and maintained primarily for the benefit
      of a select group of management or highly compensated employees and is intended
      to be exempt from the participation, vesting, funding, and fiduciary
      requirements set forth in Title I of the Employee Retirement Income Security
      Act
      of 1974, as amended.

    


    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 Plan shall be interpreted and
      administered to the extent possible in a manner consistent with such Code
      Section.

    


    NOW
      THEREFORE,
      the
      Employer hereby adopts this restatement of 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.

            


    

     

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

            


    

     

    
      	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 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  	
              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. 

            


    

     

    
      	1.23  	
              Trustee.
                The trustee and any successor trustee that shall become trustee pursuant
                to the terms of a separate trust agreement which is made a part of
                this
                Plan.

            


    

     

    
      	1.24  	
              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. 

            


    

     

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

     

    ********

    Article
      III -    Retirement
      Restoration Benefit

     

    
      	3.1  	
              Employer
                Credits. 

            


    

     

    
      	(a)  	
              The
                Employer shall credit to the Account of each Participant an amount
                each
                year designed to provide the Participant a benefit equal to the additional
                retirement benefit he or she would have received under the Pension
                Plan if
                such benefit were determined under the Pension Plan’s Defined Benefit
                Formula in effect December 31, 2001, but calculated applying the
                definition of Earnings contained herein.


            


    

     

    
      	(b)  	
              The
                amount credited each Plan Year to the Account of a Participant shall
                be
                calculated as an actuarially determined level percentage of the
                Participant’s projected Earnings that amortizes the unfunded present value
                of the Restoration Benefit described below over the period remaining
                until
                the Participant attains Retirement Age. The Restoration 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 under
                the
                Pension Plan’s Defined Benefit Formula in effect December 31, 2001, but
                applying the definition of Earnings contained herein;
                over

            


    

     

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

            


    

     

    
      	3.2  	
              Last
                Day Requirement.
                A
                Participant must be employed on the last day of the Plan Year in
                order to
                be eligible to receive an additional amount credited to his or her
                Account
                in a given Plan Year.

            


    

     

    
      	3.3  	
              Calculation
                of Employer Credits.
                Present value assumptions regarding cost of living increases, salary
                scale, discount rate, interest credits and any other assumptions
                as 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  	
              Participation
                in Weingarten SERP.
                If a Participant becomes eligible to participate in the Weingarten
                Realty
                Investors Supplemental Executive Retirement Plan (“SERP”), the Participant
                will not be eligible to receive a supplemental restoration benefit
                under
                this Plan. In such event, the amount credited to the Participant’s SERP
                account upon his or her commencement of participation in the SERP
                shall
                equal the amount, if any, credited to his or her Account in this
                Plan
                immediately prior to such commencement of
                participation.

            


    

     

    ********

    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 he or she shall be
                100%
                vested.

            


    

     

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

            


    

     

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

            


    

     

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

            


    

     

    
      	(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
                frequently as is administratively necessary in the discretion of
                the
                Administrator.

            


    

     

    
      	(b)  	
              The
                interest credited to a Participant’s Account shall be a fixed rate of
                return assumption equal to seven and one-half percent (7.5%). The
                rate of
                return assumption may be changed on a prospective basis by the
                Administrator in its discretion.

            


    

     

    
      	5.3  	
              Investment
                of Trust Assets. Employer
                contributions or funds set aside in order to facilitate the payments
                of
                benefits under this Plan in accordance with Article VIII may, in
                the sole
                discretion of the Employer, be set aside in a Trust in order to facilitate
                the payments of benefits under this Plan. Any such Trust assets shall
                be
                invested in accordance with the terms of the applicable Trust Agreement.
                Under
                no circumstances shall any Participant have any preferential or secured
                right to or interest in any assets of such Trust, and the rights
                of each
                Participant (and if applicable, any beneficiary or survivor annuitant)
                shall remain that of a general
                creditor.

            


    

     

    
      	5.4  	
              Forfeitures.
                Excess Employer contributions or funds held in the Trust resulting
                from
                forfeiture of amounts credited to a Participant's Account shall continue
                to be held in the Trust and invested at the discretion of the Employer.
                Such amounts may be used to reduce succeeding Employer contributions
                to
                the Trust made for the purpose of funding the benefits due under
                this
                Plan. If no further Employer Contributions will be made, then such
                forfeitures shall be returned to the
                Employer.

            


    

     

    ********

    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 Account shall be
                made in accordance with his or her election which indicates the
                Participant’s choice with respect to the form and timing of his or her
                distribution among the options available under 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:

            


    

     

    
      	(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, 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:

            


    

     

    
      	(1)  	
              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;
                

            


    

     

    
      	(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 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.

            


    

     

    ********

    


    


    [Signature
      page follows]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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