Exhibit 10.30


    
      

      

    

    

      Exhibit
        10.30

      


      Third
        Amendment to the

      Weingarten
        Realty Investors

      Deferred
        Compensation Plan

      


      R
        E C I T A L S:

      


      WEINGARTEN
        REALTY INVESTORS, a Texas real estate investment trust (the “Employer”) has
        previously established the Weingarten Realty Investors Deferred Compensation
        Plan (the “Deferred Compensation Plan”) under the terms of which selected
        employees and/or management are entitled to defer a portion of their
        compensation and/or have discretionary contributions made on their behalf
        by the
        Employer.

      


      The
        Employer has previously established the Weingarten Realty Investors 2001
        Long
        Term Incentive Plan (the “Long Term Incentive Plan”) under which selected
        full-time employees, consultants and/or Trust Managers may be granted an
        Award
        of Share Options or Restricted Shares, as therein defined. 

      


      Weingarten
        has determined it to be desirable to amend the Plan in certain respects,
        including with respect to the treatment of deferred Restricted Shares and
        Share
        Options following the lapse of restrictions on Restricted Shares or the exercise
        of Share Options; 

      


      NOW
        THEREFORE, the Board of Trust Managers desires to amend the Deferred
        Compensation Plan as follows, to be effective January 1, 2005.

      


      1.    Article
        XI is hereby amended in its entirety as follows:

      


      Each
        reference to an Award of Restricted Shares shall also include an Award of
        Share
        Options, as defined in the Long Term Incentive Plan.

      


      2.    Section
        11.3 is hereby amended to be and read as follows:

      


      11.3    Terms
        and Conditions of Awards.
        Any
        deferred Restricted Shares or Share 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
        Share Options have not been exercised at the end of the applicable share
        deferral period, any Restricted Shares or Share 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 Share Options. In addition, in the event that 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 Share Options are exercised prior to the expiration of the
        share
        deferral election period, the deferred Shares shall be credited to a Weingarten
        Stock Account for 

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      the
        Participant’s benefit and neither the Trust Manager nor the Participant may
        direct that the Shares be liquidated and alternative investment options
        substituted therefor.

      


      3.    Section
        11.6 is hereby added to Article XI at the end thereof to be and read as
        follows:

      


      11.6  Cancellation
        of Certain Restricted Share and Share 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 Share
        Options. Such election shall only apply to deferrals of Restricted Shares
        that
        were not vested and Share 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
        Share
        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. 

      


      


      Executed
        this 1st day of August, 2005.

      


                             
        WEINGARTEN REALTY INVESTORS

      


      


      


      
        	
                By:

              	
                /s/
                  Michael Townsell

              
	
                Name:

              	
                Michael
                  Townsell

              
	
                Title:

              	
                VP
                  Human Resources

              


      

      


    

     

     

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