Exhibit 10.28


    
      

      

    

    

      EXHIBIT
        10.28

      


      MANDATORY
        DISTRIBUTION AMENDMENT

      (Code
        Section 401(a)(31)(B))

      


      


      ARTICLE
        I

      APPLICATION
        OF AMENDMENT

      


      
        	
                1.1

              	
                Effective
                  Date.
                  Unless a later effective date is specified in Article III of this
                  Amendment, the provisions of this Amendment will apply with respect
                  to
                  distributions made on or after March 28, 2005.


              


      

      


      
        	
                1.2
                  

              	
                Precedence.
                  This Amendment supersedes any inconsistent provision of the
                  Plan.

              


      

      


      


      ARTICLE
        II

      DEFAULT
        PROVISION: AUTOMATIC ROLLOVER

      OF
        AMOUNTS OVER $1,000

      


      Unless
        the Employer otherwise elects in Article III of this Amendment, the provisions
        of the Plan concerning mandatory distributions of amounts not exceeding $5,000
        are amended as follows: 

      


      In
        the
        event of a mandatory distribution greater than $1,000 that is made in accordance
        with the provisions of the Plan providing for an automatic distribution to
        a
        Participant without the Participant's consent, if the Participant does not
        elect
        to have such distribution paid directly to an “eligible retirement plan”
        specified by the Participant in a direct rollover (in accordance with the
        direct
        rollover provisions of the Plan) or to receive the distribution directly,
        then
        the Administrator shall pay the distribution in a direct rollover to an
        individual retirement plan designated by the Administrator. 

      


      


      ARTICLE
        III

      EMPLOYER’S
        ALTERNATIVE ELECTIONS

      


      
        	
                3.1

              	
                (  
                  )

              	
                Effective
                  Date of Plan Amendment

              


         

      

      
        	 	 	
                This
                  Amendment applies with respect to distributions made on or after
                  _____________(may be a date later than March 28, 2005, only if
                  the terms
                  of the Plan already comply with Code Section
                  401(a)(31)(B)).

              


      

      


      
        	
                3.2

              	
                (  
                  )

              	
                Election
                  to apply Article II of this Amendment to distributions of $1,000
                  or less.
                  

              


      

       

      In
        lieu
        of the default provision in Article II of this Amendment, the provisions
        of the
        Plan that provide for the involuntary distribution of vested accrued benefits
        of
        $5,000 or less, are modified as follows: 

      


      In
        the
        event of a mandatory distribution of $1,000 or less that is made in accordance
        with the provisions of the Plan providing for an automatic distribution to
        a
        Participant without the Participant's consent, if the Participant does not
        elect
        to have such distribution paid directly to an “eligible retirement

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

       

      plan”
        specified by the Participant in a direct rollover (in accordance with the
        direct
        rollover provisions of the Plan) or to receive the distribution directly,
        then
        the Administrator shall pay the distribution in a direct rollover to an
        individual retirement plan designated by the Administrator. 

      


      
        	
                3.3

              	
                (ü)
                  

              	
                Election
                  to reduce or eliminate mandatory distribution provisions of Plan
                  (may not
                  be elected if 3.2 above is
                  elected)

              


      

      


      In
        lieu
        of the default provision in Article II of this Amendment, the provisions
        of the
        Plan that provide for the involuntary distribution of vested accrued benefits
        of
        $5,000 or less, are modified as follows (choose a, b, or c
        below):

    

    

      
        	
                a.

              	
                (  
                  )

              	
                No
                  mandatory distributions.
                  Participant consent to the distribution now shall be required before
                  the
                  Plan may make the distribution. 

              
	 	 	 
	
                b.

              	
                (ü)

              	
                Reduction
                  of $5,000 threshold to $1,000.
                  The $5,000 threshold in such provisions is reduced to $1,000 and
                  the value
                  of the Participant's interest in the Plan for such purpose shall
                  include
                  any rollover contributions (and earnings thereon) within the meaning
                  of
                  Code Sections 402(c), 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii), and
                  457(e)(16). 

              
	 	 	 
	
                c.

              	
                (  
                  )

              	
                Reduction
                  of $5,000 threshold to amount less than $1,000.
                  The $5,000 threshold in such provisions is reduced to $_______
                  (enter an
                  amount less than $1,000) and the value of the Participant's interest
                  in
                  the Plan for such purpose shall include any rollover contributions
                  (and
                  earnings thereon) within the meaning of Code Sections 402(c), 403(a)(4),
                  403(b)(8), 408(d)(3)(A)(ii), and
                  457(e)(16).

              


      




    This
      amendment is executed as follows:

    


    Name
      of
      Plan:  
Weingarten
      Realty Retirement Plan  

    


    Name
      of
      Employer:                
      Weingarten
      Realty Investors  

    


    


    By:    
       /s/
      Michael Townsell     Date: 
       8/1/05 

                   
        EMPLOYER