Exhibit 10.27


    
      

      

    

    

      EXHIBIT
        10.27

      


      FIRST
        AMENDMENT TO

      THE
        WEINGARTEN REALTY PENSION PLAN

       

      R
        E C I T A L S:

       

      A.     WHEREAS,
        Weingarten
        Realty Investors
        (the
“Employer”) has previously established the Weingarten
        Realty Pension Plan
        (the
“Plan”) for the benefit of those employees who qualify thereunder and for their
        beneficiaries; 

       

      B.     WHEREAS,
        the
        Employer desires to amend Plan provisions regarding the eligibility of certain
        employees to participate in the Plan; 

       

      NOW,
        THEREFORE,
        pursuant to Section 16.1 of the Plan, the following amendment is hereby made
        and
        shall be effective January 1, 2005. 

       

      1.    Section
        1.1(r) of the Plan, is amended in its entirety to be and read as
        follows:

      


      
        	
                (r)

              	
                An
                  "Employee" means any employee of an Employer. Notwithstanding the
                  foregoing, the term "Employee" shall not include the
                  following:

              


      

       

      	(1)  	
              Employees
                who are nonresident aliens (within the meaning of Code
                Section 7701(b)(1)(B)) and who receive no earned income (within
                the
                meaning of Code Section 911(d)(2)) from the Employer which
                constitutes income from sources within the United States (within
                the
                meaning of Code Section 861(a)(3)).

            


       

      	(2)  	
              Employees
                whose employment is governed by the terms of a collective bargaining
                agreement between Employee representatives (within the meaning of
                Code
                Section 7701(a)(46)) and the Employer under which retirement
                benefits
                were the subject of good faith bargaining between the parties, unless
                such
                agreement expressly provides for coverage in this
                Plan.

            


       

      	(3)  	
              Individuals
                classified by the Employer as independent contractors, regardless
                of
                whether such an individual is subsequently determined by the Internal
                Revenue Service to be an Employee.

            


       

      	(4)  	
              Employees
                of Affiliated Employers, unless such Affiliated Employer have specifically
                adopted this Plan in writing.

            


       

      	(5)  	
              Leased
                Employees. A Leased Employee means any person who performs services
                for an
                Employer or an Affiliated Company (the "recipient") (other than an
                employee of the recipient) pursuant to an agreement between the recipient
                and any other person (the "leasing organization") on a substantially
                full-time basis for a period of at least one year, provided that
                such
                services are performed under the primary direction or control of
                the
                recipient. An "excludable leased employee" means any leased employee
                of
                the recipient who is covered by a money purchase pension plan maintained
                by the leasing organization which provides for (i) a
                

            


       

       

      
        
           

        

        
          1

          
            

          

        

        
           

        

      

      
         

        	 	
                nonintegrated
                  employer contribution on behalf of each participant in the plan
                  equal to
                  at least ten percent of compensation, (ii) full and immediate vesting,
                  and
                  (iii) immediate participation by employees of the leasing organization
                  (other than employees who perform substantially all of their services
                  for
                  the leasing organization or whose compensation from the leasing
                  organization in each plan year during the four-year period ending
                  with the
                  plan year is less than $1,000); provided, however, that leased
                  employees
                  do not constitute more than 20 percent of the recipient's nonhighly
                  compensated work force. For purposes of this Section, contributions
                  or
                  benefits provided to a leased employee by the leasing organization
                  that
                  are attributable to services performed for the recipient shall
                  be treated
                  as provided by the recipient.

              


         

      

       

      2.    Section
        1.1(nn) of the Plan is hereby amended to be and read as
        follows:

       

      A
        “Service
        Computation Period”
        means
        the 12-month period used for determining an Employee’s years of Service and
        years of Credited Service. 

       

      The
        Service Computation Period for determining an Employee’s years of Service and
        years of Credited Service is the Plan Year.

       

      Notwithstanding
        the foregoing, solely for purposes of determining the eligibility of Project
        Employees, the initial Service Computation Period shall be the twelve (12)
        consecutive month period commencing with the Employee’s employment commencement
        date. The eligibility computation period for each such Employee shall shift
        to
        the Plan Year which includes the anniversary date of the Employee’s employment
        commencement date without regard to whether the Employee is entitled to be
        credited with one thousand (1,000) Hours of Service during the period, provided
        that an Employee who is credited with one thousand (1,000) Hours of Service
        in
        both the initial eligibility computation period and the Plan Year which includes
        the first anniversary of the Employee’s employment commencement date shall be
        credited with two (2) years of eligibility service.

      


      3.    Section
        1.1 of the Plan is hereby amended by adding the following subsection to the
        end
        thereof to be and read as follows:

       

      
        	
                (ss)

              	
                “Project
                  Employee” means an Employee employed for short-term assignments, generally
                  of six months’ duration or less.

              


      

       

      4.    Section
        4.1 of the Plan is hereby amended to be and read as
        follows:

       

      
        4.1        
          Participation
          

         

      

      Each
        Employee who was an Active Participant immediately prior to January 1, 2002,
        and
        who is an active Employee on April 1, 2002, shall become an Active Participant
        as of April 1, 2002. Each other person other than a Project Employee shall
        become an Active Participant as of the Entry Date coinciding with or immediately
        following the date he becomes an Employee. 

       


      
        
           

        

        
          2

          
            

          

        

        
           

        

      


      
        Notwithstanding
          the preceding, with respect to Project Employees, any Project Employee
          who is
          credited with at least 1,000 Hours of Service in his initial eligibility
          computation period (or in any subsequent eligibility computation period
          as set
          forth in Section 1.1(nn) of the Plan) shall become a Participant on the
          first
          day of the month occurring on or following the completion of such requirement
          in
          such computation period.

         

      

      

        IN
          WITNESS WHEREOF,
          the
          Employer has caused the Plan to be amended by this First Amendment this
          1st day
          of August, 2005, to be effective January 1, 2005. 

      

       

    

    
      WEINGARTEN
        REALTY INVESTORS

      


      


      


      By:        
        /s/
        Michael Townsell   

      Name:
          Michael
        Townsell   

      Title    
         VP
        Human Resources   

      


      ATTEST

      


      By:
          /s/
        Dena Moon   

      Name:        
        Dena
        Moon   

      Title           
        HR
        Administrator  

      
         

         

        
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