**EXHIBIT      10.34**

| **1.**   | **Section                1.6 of the Plan is hereby amended, as underlined, to be and read                as                follows:**                                                                                                                                                                                                                                                                       |
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| **1.6**  | **Compensation.**                The Participant’s earned income, including Salary, Bonus and other                remuneration, including                self-employment income (if applicable), received                from the Employer.                                                                                                                                                          |
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| **2.**   | **Section                1.8 of the Plan is hereby amended, as underlined, to be and read                as                follows:**                                                                                                                                                                                                                                                                       |
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| **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.                                                                                          |
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| **3.0**  | **Section                1.14 of the Plan is hereby amended, as underlined, to be and read                as                follows:**                                                                                                                                                                                                                                                                      |
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| **1.14** | **Participant.**                An                Eligible Employee or                Eligible Independent Contractor                who is a Participant as provided in Article II.                                                                                                                                                                                                                        |
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| **4.**   | **Article                I of the Plan is hereby amended by adding the following Section at                the end                thereof to be and read as follows:**                                                                                                                                                                                                                                      |
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| **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. |
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| **5.**   | **Section                2.1 of the Plan is hereby amended, as underlined, to be and read                as                follows:**                                                                                                                                                                                                                                                                       |

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|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **2.1** | **Commencement                of Participation.**                Each Eligible Employee or                Eligible Independent Contractor                shall become a Participant on the date his or her Deferral |

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| **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. |
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| **6.**  | **Section                2.2(a) of the Plan is hereby amended, as underlined, to be and read                as                follows:**                                                                                                                                 |
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|    | (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.  |
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| **7.**  | **Section                3.1(b) of the Plan is hereby amended, as underlined, to be and read                as                follows:**                                                                                                                                 |
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|    | (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. |
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**IN      WITNESS WHEREOF**

**WEINGARTEN      REALTY INVESTORS**

| By:    | /s/                Stephen Richter |
|--------|------------------------------------|
| Name:  | Stephen                Richter     |
| Title: | Executive                VP/CFO    |

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