Exhibit 10.34


    EXHIBIT
      10.34

    
 

    Fifth
      Amendment to the

    Weingarten
      Realty Investors

    Deferred
      Compensation Plan

    


    WEINGARTEN
      REALTY INVESTORS, a Texas real estate investment trust (the “Employer”) has
      previously established the Weingarten Realty Investors Deferred Compensation
      Plan (the “Plan”) under the terms of which eligible participants are entitled to
      defer a portion of their compensation.

    


    The
      Employer desires to amend the Plan to permit participation in the Plan by any
      individual who provides services to the Employer as an independent contractor
      if
      such individual is designated for participation in the Plan;

    


    NOW
      THEREFORE, the Board of Trust Managers desires to amend the Plan as follows,
      to
      be effective January 1, 2006. 

    


    
      	
              1.

            	
              Section
                1.6 of the Plan is hereby amended, as underlined, to be and read
                as
                follows:

            
	 	 
	
              1.6

            	
              Compensation.
                The Participant’s earned income, including Salary, Bonus and other
                remuneration, including
                self-employment income (if applicable), received
                from the Employer. 

            
	 	 
	
              2.

            	
              Section
                1.8 of the Plan is hereby amended, as underlined, to be and read
                as
                follows:

            
	 	 
	
              1.8

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

            
	 	 
	
              3.0

            	
              Section
                1.14 of the Plan is hereby amended, as underlined, to be and read
                as
                follows:

            
	 	 
	
              1.14

            	
              Participant.
                An
                Eligible Employee or
                Eligible Independent Contractor
                who is a Participant as provided in Article II.

            
	 	 
	
              4.

            	
              Article
                I of the Plan is hereby amended by adding the following Section at
                the end
                thereof to be and read as follows:

            
	 	 
	
              1.21

            	
              Eligible
                Independent Contractor.
                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.

            
	 	 
	
              5.

            	
              Section
                2.1 of the Plan is hereby amended, as underlined, to be and read
                as
                follows:

            


    

    
      	
            	 
	
              2.1

            	
              Commencement
                of Participation.
                Each Eligible Employee or
                Eligible Independent Contractor
                shall become a Participant on the date his or her Deferral
                

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              2.1

            	
              Election
                first becomes effective. Prior to participation in the Plan, each
                Participant shall be required to designate on a Deferral Election
                the form
                and timing of the distribution of his or her Accounts. 

            
	 	 
	
              6.

            	
              Section
                2.2(a) of the Plan is hereby amended, as underlined, to be and read
                as
                follows:

            
	 	 
	 	
              (a)

            	
              A
                Participant who is no longer an Eligible Employee or
                an Eligible Independent Contractor
                shall not be permitted to submit a Deferral Election, and all Deferrrals
                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. 

            
	 	 
	
              7.

            	
              Section
                3.1(b) of the Plan is hereby amended, as underlined, to be and read
                as
                follows:

            
	 	 
	 	
              (b)

            	
              Each
                Participant shall deliver a Deferral Election to the Employer before
                any
                Deferrals can become effective. Such Deferral Election shall be
                effective
                with respect
                only to Compensation, Option awards or Restricted Share awards
                attributable
                to
                services rendered in the calendar year following the calendar year
                in
                which such Deferral Election is made; provided, however, that in
                the year
                in which an Eligible
                Employee or
                an Eligible Independent Contractor
                is
                first eligible to participate, such Deferral Election shall be filed
                within (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 during the remainder of the
                calendar
                year. Notwithstanding the preceding provisions of this paragraph
                (b), with
                respect solely to deferrals made on or before December 31, 2005,
                that are
                attributable to services performed in 2005, to be effective with
                respect
                to Compensation, Option awards, or Restricted Share awards payable
                after
                the date on which such Deferral Election becomes effective.
                

            
	 	 


    

    


    IN
      WITNESS WHEREOF,
      Weingarten Realty Investors has caused this instrument to be executed this
      11th
      date of
      May, 2006, to be effective January 1, 2006. 

    


    WEINGARTEN
      REALTY INVESTORS

    


    
      	
              By:

            	
              /s/
                Stephen Richter

            
	
              Name:

            	
              Stephen
                Richter

            
	
              Title:

            	
              Executive
                VP/CFO

            


    

     

     

     

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