WRI Form 10-Q 2Q2005

0000828916-05-000107.txt : 20050809 0000828916-05-000107.hdr.sgml : 20050809 20050809170739 ACCESSION NUMBER: 0000828916-05-000107 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 22 CONFORMED PERIOD OF REPORT: 20050630 FILED AS OF DATE: 20050809 DATE AS OF CHANGE: 20050809 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WEINGARTEN REALTY INVESTORS /TX/ CENTRAL INDEX KEY: 0000828916 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 741464203 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-09876 FILM NUMBER: 051010826 BUSINESS ADDRESS: STREET 1: 2600 CITADEL PLAZA DR STREET 2: SUITE 300 CITY: HOUSTON STATE: TX ZIP: 77292 BUSINESS PHONE: 7138666000 MAIL ADDRESS: STREET 1: PO BOX 924133 CITY: HOUSTON STATE: TX ZIP: 77292-4133 10-Q 1 form10q-2q2005.htm WRI FORM 10-Q 2Q2005 WRI Form 10-Q 2Q2005

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)
x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended June 30, 2005

OR

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from [__________________] to [________________]

Commission file number 1-9876

WEINGARTEN REALTY INVESTORS

(Exact name of registrant as specified in its charter)

TEXAS		74-1464203
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)
2600 Citadel Plaza Drive
P.O. Box 924133
Houston, Texas		77292-4133
(Address of principal executive offices)		(Zip Code)
(713) 866-6000
(Registrant's telephone number)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x NO ¨.

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). YES x NO ¨.

As of July 29, 2005, there were 89,223,806 common shares of beneficial interest of Weingarten Realty Investors, $.03 par value, outstanding.

PART I-FINANCIAL INFORMATION

ITEM 1. Consolidated Financial Statements

WEINGARTEN REALTY INVESTORS

STATEMENTS OF CONSOLIDATED INCOME AND COMPREHENSIVE INCOME

(Unaudited)

(Amounts in thousands)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2005			2004			2005			2004

Revenues:
Rentals	$	133,598		$	119,622		$	264,318		$	232,435
Other		3,134			1,483			4,283			3,310
Total		136,732			121,105			268,601			235,745
Expenses:
Depreciation and amortization		31,476			28,608			61,858			54,584
Operating		19,298			18,437			38,503			35,181
Ad valorem taxes		15,929			14,321			31,759			28,375
General and administrative		4,522			3,936			8,769			7,962
Impairment loss					2,700						2,700
Total		71,225			68,002			140,889			128,802

Operating Income		65,507			53,103			127,712			106,943
Interest Expense		(31,887	)		(28,140	)		(62,490	)		(55,873	)
Loss on Redemption of Preferred Shares					(3,566	)					(3,566	)
Equity in Earnings of Joint Ventures, net		1,619			1,587			2,893			2,816
Income Allocated to Minority Interests		(1,745	)		(975	)		(3,145	)		(1,854	)
Gain on Sale of Properties		22,006			102			21,979			419
Income from Continuing Operations		55,500			22,111			86,949			48,885
Operating Income from Discontinued Operations		878			1,641			1,876			3,276
Gain on Sale of Properties from Discontinued Operations		13,827			13,430			17,942			13,430
Income from Discontinued Operations		14,705			15,071			19,818			16,706
Net Income		70,205			37,182			106,767			65,591
Preferred Share Dividends		(2,526	)		(1,265	)		(5,051	)		(2,531	)
Net Income Available to Common Shareholders	$	67,679		$	35,917		$	101,716		$	63,060
Net Income Per Common Share - Basic:
Income from Continuing Operations	$	.59		$	.24		$	.92		$	.55
Income from Discontinued Operations		.17			.18			.22			.20
Net Income	$	.76		$	.42		$	1.14		$	.75
Net Income Per Common Share - Diluted:
Income from Continuing Operations	$	.58		$	.24		$	.91		$	.55
Income from Discontinued Operations		.16			.18			.21			.19
Net Income	$	.74		$	.42		$	1.12		$	.74

Net Income	$	70,205		$	37,182		$	106,767		$	65,591
Other Comprehensive Income (Loss):
Unrealized derivative gain on interest rate swaps					2,389						939
Amortization of forward-starting interest rate swaps		(85	)		87			(169	)		65
Unrealized derivative loss on forward-starting interest rate swaps					(720	)					(4,977	)
Other Comprehensive Income (Loss)		(85	)		1,756			(169	)		(3,973	)
Comprehensive Income	$	70,120		$	38,938		$	106,598		$	61,618

See Notes to Consolidated Financial Statements.

WEINGARTEN REALTY INVESTORS

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Amounts in thousands, except per share amounts)

	June 30,			December 31,
	2005			2004

ASSETS
Property	$	3,938,800		$	3,751,607
Accumulated Depreciation		(645,883	)		(609,772	)
Property - net		3,292,917			3,141,835
Investment in Real Estate Joint Ventures		62,149			48,382
Total		3,355,066			3,190,217
Notes Receivable from Real Estate Joint Ventures and Partnerships		23,840			16,593
Unamortized Debt and Lease Costs		96,875			91,155
Accrued Rent and Accounts Receivable (net of allowance for doubtful accounts of $3,961 in 2005 and $4,205 in 2004)		47,113			57,964
Cash and Cash Equivalents		45,545			45,415
Restricted Deposits and Mortgage Escrows		16,471			10,623
Other		44,062			58,351

Total	$	3,628,972		$	3,470,318

LIABILITIES AND SHAREHOLDERS' EQUITY
Debt	$	2,221,554		$	2,105,948
Accounts Payable and Accrued Expenses		93,447			99,680
Other		104,538			94,800
Total		2,419,539			2,300,428
Minority Interest		86,370			73,930
Commitments and Contingencies
Shareholders' Equity:
Preferred Shares of Beneficial Interest - par value, $.03 per share; shares authorized: 10,000;
6.75% Series D cumulative redeemable preferred shares of beneficial interest; 100 shares issued and outstanding in 2005 and 2004; liquidation preference $75,000		3			3
6.95% Series E cumulative redeemable preferred shares of beneficial interest; 29 shares issued and outstanding in 2005 and 2004; liquidation preference $72,500		1			1
Common Shares of Beneficial Interest - par value, $.03 per share; shares authorized: 150,000; shares issued and outstanding: 89,215 in 2005 and 89,066 in 2004		2,677			2,672
Additional Paid In Capital		1,286,950			1,283,270
Accumulated Dividends in Excess of Net Income		(161,994	)		(185,243	)
Accumulated Other Comprehensive Loss		(4,574	)		(4,743	)
Shareholders' Equity		1,123,063			1,095,960

Total	$	3,628,972		$	3,470,318

See Notes to Consolidated Financial Statements.

WEINGARTEN REALTY INVESTORS

STATEMENTS OF CONSOLIDATED CASH FLOWS

(Unaudited)

(Amounts in thousands)

	Six Months Ended
	June 30,
	2005			2004

Cash Flows from Operating Activities:
Net income	$	106,767		$	65,591
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		62,581			56,045
Impairment loss					2,700
Loss on redemption of preferred shares					3,566
Equity earnings of joint ventures, net		(2,964	)		(2,937	)
Income allocated to minority interests		3,145			1,854
Gain on sale of properties		(39,921	)		(13,849	)
Distributions of income from unconsolidated entities		1,993			554
Changes in accrued rent and accounts receivable		10,469			1,478
Changes in other assets		(15,429	)		(21,219	)
Changes in accounts payable and accrued expenses		(16,002	)		483
Other, net		396			569
Net cash provided by operating activities		111,035			94,835

Cash Flows from Investing Activities:
Investment in properties		(125,085	)		(292,987	)
Proceeds from sales and disposition of property, net		109,328			26,937
Changes in restricted deposits and mortgage escrows		(3,158	)		(1,795	)
Notes receivable:
Advances		(9,087	)		(10,365	)
Collections		1,856			2,238
Real estate joint ventures and partnerships:
Investments		(4,611	)		(22,741	)
Distributions		1,128			1,616
Net cash used in investing activities		(29,629	)		(297,097	)

Cash Flows from Financing Activities:
Proceeds from issuance of:
Debt		46,217			403,070
Common shares of beneficial interest, net		1,882			119,351
Redemption of preferred shares of beneficial interest					(112,940	)
Principal payments of debt		(46,652	)		(111,476	)
Common and preferred dividends paid		(83,518	)		(73,636	)
Other, net		795			338
Net cash provided by (used in) financing activities		(81,276	)		224,707

Net increase in cash and cash equivalents		130			22,445
Cash and cash equivalents at January 1		45,415			20,255

Cash and cash equivalents at June 30	$	45,545		$	42,700

See Notes to Consolidated Financial Statements.

WEINGARTEN REALTY INVESTORS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Interim Financial Statements

The consolidated financial statements included in this report are unaudited; however, amounts presented in the balance sheet as of December 31, 2004 are derived from our audited financial statements at that date. In our opinion, all adjustments necessary for a fair presentation of such financial statements have been included. Such adjustments consisted of normal recurring items. Interim results are not necessarily indicative of results for a full year.

The consolidated financial statements and notes are presented as permitted by Form 10-Q and do not contain certain information included in our annual financial statements and notes. These Consolidated Financial Statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2004.

Basis of Presentation

The consolidated financial statements include the accounts of WRI and its subsidiaries, as well as 100% of the accounts of joint ventures and partnerships over which WRI exercises financial and operating control and the related amounts of minority interests. All significant intercompany balances and transactions have been eliminated. Investments in joint ventures and partnerships where WRI has the ability to exercise significant influence, but does not exercise financial and operating control, are accounted for using the equity method. WRI has determined that it is not required to consolidate any entities under the variable interest guidelines set forth in FASB Interpretation No. 46R, "Consolidation of Variable Interest Entities" or the expanded definition of operating control as defined in EITF Issue No. 04-5 “Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights.”

Revenue Recognition

Rental revenue is generally recognized on a straight-line basis over the life of the lease, which begins the earlier of the date the leasehold improvements are substantially complete or the contracted lease commencement date. Revenue from tenant reimbursements of taxes, maintenance expenses and insurance is recognized in the period the related expense is recorded. Revenue based on a percentage of tenants' sales is recognized only after the tenant exceeds their sales breakpoint.

Property

Real estate assets are stated at cost less accumulated depreciation, which, in the opinion of management, is not in excess of the individual property's estimated undiscounted future cash flows, including estimated proceeds from disposition. Depreciation is computed using the straight-line method, generally over estimated useful lives of 18-50 years for buildings and 10-20 years for parking lot surfacing and equipment. Major replacements where the betterment extends the useful life of the asset are capitalized and the replaced asset and corresponding accumulated depreciation are removed from the accounts. All other maintenance and repair items are charged to expense as incurred.

Acquisitions of properties are accounted for utilizing the purchase method (as set forth in SFAS No. 141 and SFAS No. 142) and, accordingly, the results of operations are included in our results of operations from the respective dates of acquisition. We have used estimates of future cash flows and other valuation techniques to allocate the purchase price of acquired property among land, buildings on an "as if vacant" basis, and other identifiable intangibles. Other identifiable intangible assets and liabilities include the effect of out-of-market leases, the value of having leases in place, out-of-market assumed mortgages and tenant relationships.

Property also includes costs incurred in the development of new operating properties. These costs include preacquisition costs directly identifiable with the specific project, development and construction costs, interest and real estate taxes. Indirect development costs, including salaries and benefits, travel and other related costs that are clearly attributable to the development of the property, are also capitalized. The capitalization of such costs ceases at the earlier of one year from the completion of major construction or when the property, or any completed portion, becomes available for occupancy.

Property includes costs for tenant improvements paid by WRI, including reimbursements to tenants for improvements that will remain the property of WRI after the lease expires.

WRI's properties are reviewed for impairment if events or changes in circumstances indicate that the carrying amount of the property may not be recoverable. In such an event, a comparison is made of the current and projected operating cash flows of each such property into the foreseeable future on an undiscounted basis to the carrying amount of such property. Such carrying amount is adjusted, if necessary, to estimated fair value to reflect an impairment in the value of the asset.

Stock-Based Compensation

Stock-based employee compensation is recognized, as set forth in SFAS No. 123 as amended by SFAS No. 148, as new shares are awarded. The following table illustrates the effect on net income available to common shareholders and net income per common share if the fair value-based method had been applied to all outstanding awards in each period (in thousands, except per share amounts):

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2005			2004			2005			2004

Net income available to common shareholders	$	67,679		$	35,917		$	101,716		$	63,060
Stock-based employee compensation included in net income available to common shareholders		114			46			197			93
Stock-based employee compensation determined under the fair value-based method for all awards		(213	)		(140	)		(425	)		(280	)

Pro forma net income available to common shareholders	$	67,580		$	35,823		$	101,488		$	62,873

Net income per common share:
Basic - as reported	$	.76		$	.42		$	1.14		$	.75

Basic - pro forma	$	.76		$	.42		$	1.14		$	.75

Net income per common share:
Diluted - as reported	$	.74		$	.42		$	1.12		$	.74

Diluted - pro forma	$	.74		$	.41		$	1.12		$	.74

Per Share Data

Net income per common share - basic is computed using net income available to common shareholders and the weighted average shares outstanding. Net income per common share - diluted includes the effect of potentially dilutive securities for the periods indicated as follows (in thousands):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2005		2004		2005		2004

Numerator:
Net income available to common shareholders - basic	$	67,679	$	35,917	$	101,716	$	63,060
Income attributable to operating partnership units		1,339		866		2,573		1,691

Net income available to common shareholders - diluted	$	69,018	$	36,783	$	104,289	$	64,751

Denominator:
Weighted average shares outstanding - basic		89,178		85,598		89,150		84,371
Effect of dilutive securities:
Share options and awards		949		787		944		869
Operating partnership units		3,043		2,242		3,024		2,211

Weighted average shares outstanding - diluted		93,170		88,627		93,118		87,451

Options to purchase 372,649 common shares for the second quarter and six months ended June 30, 2005 were not included in the calculation of net income per common share - diluted as the exercise prices were greater than the average market price. Options to purchase 491,120 for the second quarter ended June 30, 2004 were not included in the calculation of net income per common share - diluted as the exercise prices were greater than the average market price. No common shares have been excluded from the six months ended June 30, 2004 calculation of net income per common share - diluted.

Cash Flow Information

All highly liquid investments with original maturities of three months or less are considered cash equivalents. We issued common shares of beneficial interest valued at $1.3 million during the first six months of 2005 in exchange for interests in limited partnerships, which had been formed to acquire properties. We assumed debt and accounts payable totaling $118.0 million and $105.7 million in connection with purchases and construction of property during the six months ended June 30, 2005 and 2004, respectively. Also, we issued operating partnership units valued at $6.0 million and $7.0 million during the six months ended 2005 and 2004, respectively, in association with property acquisitions utilizing the DownREIT structure. Cash payments for interest on debt, net of amounts capitalized, of $62.9 million and $54.1 million were made during the six months ended June 30, 2005 and 2004, respectively. In connection with the sale of improved properties, a $15.5 million capital lease obligation was satisfied. In connection with the sale of an 80% interest in two retail properties in Louisiana, we assumed debt of $11.1 million and retained a 20% unconsolidated investment of $14.7 million.

Restricted Deposits and Mortgage Escrows

Restricted deposits and mortgage escrows consist of escrow deposits held by lenders primarily for property taxes, insurance and replacement reserves and restricted cash that is held in a qualified escrow account for the purposes of completing like-kind exchange transactions. At June 30, 2005, we had $13.4 million held in escrow related to our mortgages and $3.1 million held for like-kind exchange transactions. At December 31, 2004, we had $10.6 million held in escrow related to our mortgages.

Reclassifications

Certain reclassifications of prior year amounts have been made to conform to the current year presentation.

Note 2. Newly Adopted Accounting Pronouncements

In December 2004 the FASB issued SFAS No. 123R, “Share-Based Payment,” which establishes accounting standards for all transactions in which an entity exchanges its equity instruments for goods and services. This accounting standard focuses primarily on equity transactions with employees and will be effective in our reporting for the year beginning January 1, 2006. Currently we record compensation expense over the vesting period on awards granted since January 1, 2003. Awards granted prior to January 1, 2003 are not recorded as compensation expense but their impact on net income is disclosed. Under SFAS No. 123R, we will record compensation expense on those awards granted prior to January 1, 2003 as they vest. We believe that the adoption of SFAS No. 123R will not have a material effect on our financial position, results of operations or cash flows.

In May 2005 the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections - A Replacement of APB Opinion No. 20 and SFAS No. 3.” SFAS No. 154 changes the requirements for the accounting and reporting of a change in accounting principle by requiring retrospective application to prior periods’ financial statements of the change in accounting principle, unless it is impracticable to do so. SFAS No. 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. We believe that the adoption of SFAS No. 154 will not have a material effect on our financial position, results of operations or cash flows.

In June 2005 the FASB ratified the consensus in EITF Issue No. 04-5, “Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights.” EITF Issue 04-5 expands the definition of when a general partner, or general partners as a group, controls a limited partnership or similar entity. In July 2005 the FASB issued FSP No. SOP 78-9-1, “Interaction of AICPA Statement of Position 78-9 and EITF Issue No. 04-5.” FSP No. SOP 78-9-1 eliminates the concept of “important rights” and replaces it with concepts of “kick-out rights” and “substantive participating rights” as defined in EITF Issue No. 04-5. FSP No. SOP 78-9-1 and EITF Issue No. 04-5 are effective for all general partners of partnerships formed or modified after June 29, 2005, and for all other partnerships the first reporting period beginning after December 15, 2005. We have applied FSP No. SOP 78-9-1 and EITF Issue No. 04-5 to our joint ventures and concluded that they did not require consolidation of additional entities.

Note 3. Discontinued Operations

During the first six months of 2005, six shopping centers and a vacant retail building located in Texas were sold. In addition, we sold two industrial properties in Las Vegas, Nevada and Austin, Texas, respectively. In 2004 three shopping centers, two industrial properties and a free-standing building located in College Station (1) and Houston (4), Texas and Oklahoma City (1) were sold. The operating results have been reclassified and reported as discontinued operations in the Statement of Consolidated Income and Comprehensive Income as set forth in SFAS No. 144, as well as any gain or loss on the respective dispositions during the first six months of 2005 and 2004. Included in the Consolidated Balance Sheet at December 31, 2004 is $31.7 million of Property, of which $4.7 million was reported as property held for sale, and $8.8 million of Accumulated Depreciation associated with the 2005 dispositions.

Subsequent to quarter-end, we sold a shopping center located in Sugar Land, Texas, which had been classified as held for sale at June 30, 2005. The operating results have been reclassified and reported as discontinued operations in the Statements of Consolidated Income and Comprehensive Income, and $24.7 million was included as property held for sale in the Consolidated Balance Sheet at June 30, 2005.

The discontinued operations reported in 2005 and 2004 had no debt that was required to be repaid upon their disposition. In addition, we elected not to allocate other consolidated interest to discontinued operations since the interest savings to be realized from the proceeds of the sale of these operations was not material.

During the second quarter of 2005, we also sold an 80% interest in two additional shopping centers located in Shreveport and Lafayette, Louisiana. Due to our continuing involvement with the leasing and managing of operations for both properties, the operating results of these properties have not been reclassified and reported as discontinued operations in the Statement of Consolidated Income and Comprehensive Income.

Note 4. Derivatives and Hedging

We hedge the future cash flows of our debt transactions, as well as changes in the fair value of our debt instruments, principally through interest rate swaps with major financial institutions. At June 30, 2005, we had seven interest rate swap contracts with an aggregate notional amount of $95.0 million that convert fixed interest payments at rates ranging from 4.2% to 7.1% to variable interest payments. These contracts have been designated as fair value hedges. We have determined that they are highly effective in limiting our risk of changes in the fair value of fixed-rate notes attributable to changes in variable interest rates. The derivative instruments designated as fair value hedges on June 30, 2005 were reported at their fair values as Other Assets, net of accrued interest, of $1.1 million and as Other Liabilities, net of accrued interest, of $.5 million.

Changes in the market value of fair value hedges, both in the market value of the derivative instrument and in the market value of the hedged item, are recorded in earnings each reporting period, except for the portion of the hedge that proves ineffective. For the quarter and six months ending June 30, 2005 and 2004, these changes in fair market value offset with no impact to earnings.

As of June 30, 2005, the balance in Accumulated Other Comprehensive Loss relating to derivatives was $3.4 million. Within the next twelve months, we expect to amortize to interest expense approximately $0.3 million of that balance.

During the second quarter of 2005, we had three interest rate swap contracts with an aggregate notional of $37.5 million mature. All of these contracts were designated as fair value hedges.

The interest rate swaps decreased interest expense and increased net income by $0.4 million and $1.0 million for the three months ended June 30, 2005 and 2004, respectively, and $1.0 million and $1.7 million for the six months ended June 30, 2005 and 2004, respectively. The interest rate swaps decreased the average interest rate for our debt by 0.1% for both the six months ended June 30, 2005 and 2004. WRI could be exposed to credit losses in the event of nonperformance by the counter-party; however, management believes the likelihood of such nonperformance is remote.

Note 5. Debt

Our debt consists of the following (in thousands):

	June 30,		December 31,
	2005		2004

Debt payable to 2030 at 4.5% to 8.9%	$	2,072,900	$	1,987,828
Unsecured notes payable under revolving credit agreements		107,870		61,700
Obligations under capital leases		33,460		48,998
Industrial revenue bonds payable to 2015 at 2.3% to 4.5%		7,324		7,422

Total	$	2,221,554	$	2,105,948

The grouping of WRI’s total debt between fixed and variable-rate as well as between secured and unsecured is summarized below (in thousands):

	June 30,		December 31,
	2005		2004

As to interest rate (including the effects of interest rate swaps):
Fixed-rate debt	$	1,994,438	$	1,887,342
Variable-rate debt		227,116		218,606

Total	$	2,221,554	$	2,105,948

As to collateralization:
Unsecured debt	$	1,373,345	$	1,364,504
Secured debt		848,209		741,444

Total	$	2,221,554	$	2,105,948

At June 30, 2005, we had a $400 million unsecured revolving credit facility that matures in November 2006, but which allows a one-time, one-year extension solely at our option. We also had an agreement for an unsecured and uncommitted overnight credit facility totaling $20 million with a bank to be used for cash management purposes. At June 30, 2005, the balance outstanding under the $400 million revolving credit facility was $90.0 million and we had $17.9 million outstanding under the $20 million credit facility.

Various debt agreements contain restrictive covenants, the most restrictive of which requires WRI to maintain a pool of qualifying assets, as defined, of not less than 160% of unsecured debt. Other restrictions include minimum interest and fixed charge coverage ratios, minimum unencumbered interest coverage ratios, minimum net worth requirements and both secured and unsecured debt to total asset value measures. Management believes that WRI is in compliance with all restrictive covenants.

Note 6. Property

Our property consists of the following (in thousands):

	June 30,		December 31,
	2005		2004

Land	$	737,272	$	711,092
Land held for development		19,850		20,696
Land under development		18,440		18,712
Buildings and improvements		3,095,570		2,930,845
Construction in-progress		43,004		65,551
Property held for sale		24,664		4,711

Total	$	3,938,800	$	3,751,607

Interest and ad valorem taxes capitalized to land under development or buildings under construction was $1.1 million and $1.6 million for the quarters ended June 30, 2005 and 2004, respectively, and $1.9 million and $3.2 million for the six months ended June 30, 2005 and 2004, respectively.

Acquisitions of properties are accounted for utilizing the purchase method (as set forth in SFAS No. 141 and SFAS No. 142) and, accordingly, the results of operations are included in our results of operations from the respective dates of acquisition. We have used estimates of future cash flows and other valuation techniques to allocate the purchase price of acquired property among land, buildings on an "as if vacant" basis, and other identifiable intangibles. Other identifiable intangible assets and liabilities associated with our property acquisitions were as follows (in thousands):

	June 30,			December 31,
	2005			2004

Above-market leases	$	10,537		$	9,230
Below-market leases		(14,335	)		(7,733	)
Out-of-market assumed mortgages		(51,447	)		(32,894	)
Lease origination costs		32,992			25,764

These identifiable debit and credit intangibles are amortized over the terms of the acquired leases or the remaining lives of the mortgages. The above-market leases are included in Other Assets, and the below-market leases and out-of-market assumed mortgages are included in Other Liabilities. Unamortized Debt and Lease Costs include the lease origination costs.

During the first six months of 2005, we invested $229.4 million in the acquisition of nine shopping centers and one industrial property that are located in California, Florida, Georgia, Nevada and North Carolina. An additional $3.2 million was invested in a shopping center in Florida through a 25%-owned unconsolidated joint venture.

WRI has seven retail developments in various stages of development, including one that commenced during the second quarter of 2005. During the first six months of 2005, we invested $8.9 million in these new development projects. We expect to invest approximately $26.1 million to complete construction of these seven retail developments.

Note 7. Investments in Real Estate Joint Ventures

We own interests in joint ventures or limited partnerships in which we exercise significant influence but do not have financial and operating control. These partnerships are accounted for under the equity method. Our interests in these joint ventures and limited partnerships range from 20% to 75% and, with the exception of one partnership, which owns seven industrial properties, each venture owns a single real estate asset. Combined condensed unaudited financial information of these ventures (at 100%) is summarized as follows (in thousands):

	June 30,			December 31,
	2005			2004

Combined Balance Sheets

Property	$	338,216		$	248,397
Accumulated depreciation		(28,138	)		(25,746	)
Property - net		310,078			222,651

Other assets		36,449			25,723

Total	$	346,527		$	248,374

Debt	$	115,818		$	116,847
Amounts payable to WRI		24,644			17,469
Other liabilities		9,656			8,189
Accumulated equity		196,409			105,869

Total	$	346,527		$	248,374

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2005			2004		2005			2004

Combined Statements of Income

Revenues	$	10,330		$	8,039	$	18,816		$	15,705

Expenses:
Depreciation and amortization		2,571			1,592		4,661			3,151
Interest		2,551			1,456		4,478			3,455
Operating		1,267			1,029		2,389			2,146
Ad valorem taxes		1,188			942		2,325			1,934
General and administrative		172			43		281			107

Total		7,749			5,062		14,134			10,793
Loss on sale of property		(6	)				(8	)

Net Income	$	2,575		$	2,977	$	4,674		$	4,912

Our investment in real estate joint ventures, as reported on the balance sheets, differs from our proportionate share of the joint ventures' underlying net assets due to basis differentials, which arose upon the transfer of assets from us to the joint ventures. This basis differential, which totaled $10.4 million and $5.0 million at June 30, 2005 and December 31, 2004, respectively, is depreciated over the useful lives of the related assets.

Fees earned by us for the management of these joint ventures totaled $.2 million and $.1 million for the quarters ended June 30, 2005 and 2004, respectively, and $.4 million and $.3 million for the six months ended June 30, 2005 and 2004, respectively.

In March 2005 we acquired our joint venture partners' interest in one of our existing shopping centers located in Texas. Also, in March 2005 a 50%-owned unconsolidated joint venture acquired an interest in a retail property located in McAllen, Texas, which will be redeveloped. In April 2005 we sold an 80% interest in two retail properties totaling 295,000 square feet in Lafayette and Shreveport, Louisiana. These properties are held in a tenancy-in-common arrangement in which we retained a 20% interest. In May 2005 we acquired a 25% interest in Lake Washington Crossing, a 118,800 square foot retail center located in Melbourne, Florida.

Note 8. Segment Information

The operating segments presented are the segments for which separate financial information is available and operating performance is evaluated regularly by senior management in deciding how to allocate resources and in assessing performance. We evaluate the performance of our operating segments based on net operating income that is defined as total revenues less operating expenses and ad valorem taxes. Management does not consider the effect of gains or losses from the sale of property in evaluating ongoing operating performance.

The shopping center segment is engaged in the acquisition, development and management of real estate, primarily neighborhood and community shopping centers, located in Texas, California, Louisiana, Arizona, Nevada, Arkansas, New Mexico, Oklahoma, Tennessee, Kansas, Colorado, Missouri, Illinois, Florida, North Carolina, Mississippi, Georgia, Utah, Kentucky and Maine. The customer base includes supermarkets, discount retailers, drugstores and other retailers who generally sell basic necessity-type commodities. The industrial segment is engaged in the acquisition, development and management of bulk warehouses and office/service centers. Its properties are currently located in Texas, Nevada, Georgia, Florida, California and Tennessee, and the customer base is diverse. Included in "Other" are corporate-related items, insignificant operations and costs that are not allocated to the reportable segments.

Information concerning our reportable segments is as follows (in thousands):

	Shopping
	Center		Industrial		Other			Total

Three Months Ended
June 30, 2005:
Revenues	$	124,576	$	11,870	$	286		$	136,732
Net operating income		92,966		8,403		136			101,505
Equity in earnings of joint ventures		1,582		21		16			1,619
Investment in real estate joint ventures		59,958		522		1,669			62,149
Total assets		3,037,762		287,282		303,928			3,628,972

Three Months Ended
June 30, 2004:
Revenues	$	109,557	$	11,243	$	305		$	121,105
Net operating income		80,402		7,939		6			88,347
Equity in earnings (losses) of joint ventures		1,700		69		(182	)		1,587
Investment in real estate joint ventures		47,901		581		457			48,939
Total assets		2,772,805		296,030		279,191			3,348,026

Six Months Ended
June 30, 2005:
Revenues	$	243,612	$	23,610	$	1,379		$	268,601
Net operating income		180,594		16,836		909			198,339
Equity in earnings of joint ventures		2,815		43		35			2,893

Six Months Ended
June 30, 2004:
Revenues	$	212,354	$	22,392	$	999		$	235,745
Net operating income		155,872		15,903		414			172,189
Equity in earnings (losses) of joint ventures		2,885		104		(173	)		2,816

Net operating income reconciles to Income from Continuing Operations as shown on the Statements of Consolidated Income and Comprehensive Income as follows (in thousands):

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2005			2004			2005			2004

Total segment net operating income	$	101,505		$	88,347		$	198,339		$	172,189
Less:
Depreciation and amortization		31,476			28,608			61,858			54,584
General and administrative		4,522			3,936			8,769			7,962
Impairment loss					2,700						2,700
Interest expense		31,887			28,140			62,490			55,873
Loss on redemption of preferred shares					3,566						3,566
Income allocated to minority interests		1,745			975			3,145			1,854
Equity in earnings of joint ventures, net		(1,619	)		(1,587	)		(2,893	)		(2,816	)
Gain on sale of properties		(22,006	)		(102	)		(21,979	)		(419	)

Income from Continuing Operations	$	55,500		$	22,111		$	86,949		$	48,885

Note 9. Employee Benefit Plans

WRI sponsors a noncontributory qualified retirement plan and a separate and independent nonqualified supplemental retirement plan for officers of WRI. The components of net periodic benefit costs for both plans are as follows (in thousands):

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2005			2004			2005			2004

Service cost	$	734		$	341		$	1,110		$	682
Interest cost		476			449			778			898
Expected return on plan assets		(297	)		(437	)		(506	)		(874	)
Prior service cost		(32	)		(54	)		(54	)		(108	)
Recognized loss		39			50			67			100

Total	$	920		$	349		$	1,395		$	698

We contributed $1.7 million to the qualified retirement plan during the second quarter of 2005. We are not required under ERISA to make any additional contributions to this plan during the remainder of 2005. We also made elective contributions to the supplemental retirement plan of $1.4 million during the first quarter of 2005 for the plan year ending December 31, 2004 plus $2.0 million during the third quarter of 2005 for the plan year ending December 31, 2005. We do not anticipate making any additional contributions to the supplemental retirement plan during the remainder of 2005.

Note 10. Bankruptcy Remote Properties

We had 61 properties, having a net book value of approximately $1.2 billion at June 30, 2005 (collectively the "Bankruptcy Remote Properties", and each a "Bankruptcy Remote Property"), which are wholly owned by various "Bankruptcy Remote Entities". Each Bankruptcy Remote Entity is either a direct or an indirect subsidiary of us. The assets of each Bankruptcy Remote Entity, including the respective Bankruptcy Remote Property or Properties owned by each, are owned by that Bankruptcy Remote Entity alone and are not available to satisfy claims that any creditor may have against us, our affiliates, or any other person or entity. No Bankruptcy Remote Entity has agreed to pay or make its assets available to pay our creditors, any of its affiliates, or any other person or entity. Neither we nor any of our affiliates have agreed to pay or make its assets available to pay creditors of any Bankruptcy Remote Entity (other than any agreement by a Bankruptcy Remote Entity to pay its own creditors). No affiliate of any Bankruptcy Remote Entity has agreed to pay or make its assets available to pay creditors of any other Bankruptcy Remote Entity.

The accounts of the Bankruptcy Remote Entities are included in our consolidated financial statements because we exercise financial and operating control over each of these entities.

*****

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the consolidated financial statements and notes thereto and the comparative summary of selected financial data appearing elsewhere in this report. Historical results and trends which might appear should not be taken as indicative of future operations. Our results of operations and financial condition, as reflected in the accompanying statements and related footnotes, are subject to management's evaluation and interpretation of business conditions, retailer performance, changing capital market conditions and other factors which could affect the ongoing viability of our tenants.

Executive Overview

We focus on increasing Funds from Operations and dividend payments to our common shareholders through hands-on leasing and management of the existing portfolio of properties, through disciplined growth from selective acquisitions and new developments, and through the disposition of assets that no longer meet our ownership criteria. We are also committed to maintaining a conservative balance sheet, a well-staggered debt maturity schedule and strong credit agency ratings.

At June 30, 2005, we owned or operated under long-term leases, either directly or through our interest in joint ventures or partnerships, a total of 350 developed, income-producing properties and three properties that are in various stages of development and have no rental income. Our 353 properties are located in 20 states that span the southern half of the United States from coast to coast and include 294 shopping centers and 59 industrial properties. We have approximately 5,300 leases and 7,000 different tenants. Leases for our properties range from less than a year for smaller spaces to over 25 years for larger tenants. Leases generally include minimum lease payments (which often increase over the lease term), reimbursements of property operating expenses, including ad valorem taxes, and additional rent payments based on a percentage of the tenants' sales. The majority of our anchor tenants are supermarkets, value-oriented apparel/discount stores and other retailers or service providers who generally sell basic necessity-type goods and services. We believe stability of our anchor tenants, combined with convenient locations, attractive and well-maintained properties, high quality retailers and a strong tenant mix, should ensure the long-term success of our merchants and the viability of our portfolio.

In assessing the performance of our properties, management carefully tracks the occupancy of the portfolio. Occupancy for the total portfolio was 94.2% at June 30, 2005 and 2004. Another important indicator of performance is the spread in rental rates on a same-space basis as we complete new leases and renew existing leases. We have completed 632 new leases or renewals for the first six months of 2005 totaling 3.5 million square feet, increasing rental rates an average of 8.0% on a same-space basis. Net of capital costs, the average increase in rental rates was 5.2%.

With respect to external growth through acquisitions and new developments, management closely monitors movements in returns in relation to our blended weighted average cost of capital, the amount of product in the acquisition and new development pipelines and the geographic areas in which opportunities are present. We purchased ten shopping centers and one industrial property during the first half of 2005 comprising 1.6 million square feet, and representing a total investment of $232.6 million, including investments made through joint ventures or partnerships. Our purchases include five in North Carolina, two each in Florida and Georgia, and one in both California and Nevada.

New development activity consists of seven retail developments in various stages of development, which includes two that commenced during the first half of 2005. Anchored by market-dominant supermarkets or national discount department stores, these developments will represent an investment of approximately $50 million and will add 404,000 square feet to the portfolio when completed. These properties are slated to open during the remainder of 2005 or 2006.

Continuing our strategy of selling assets that no longer meet our ownership criteria, we disposed of nine properties during the first half of 2005. The disposition included six shopping centers, two industrial properties and a vacant building. In addition, we sold an 80% interest in two shopping centers located in Louisiana. These property sales represented a total of 798,000 square feet and provided proceeds of $99.1 million, generating a gain of $39.7 million.

We continue to maintain a strong, conservative capital structure, which provides ready access to a variety of attractive capital sources. We carefully balance obtaining low cost financing with minimizing exposure to interest rate movements, matching long-term liabilities with the long-term assets acquired or developed.

With respect to future trends, management expects continued improvement in the performance of the existing portfolio through strong occupancy and increases in rental rates as the economy trends upward. Any deterioration in the economy could alter these expectations. Regarding external growth, we have already closed two acquisitions totaling $26 million in the third quarter of 2005 and have over $79 million of properties in the pipeline. Also, we are seeing a significant increase in the development pipeline. We currently have fifteen sites under contract negotiations, which will add 2.2 million square feet with an investment value of approximately $225 million when fully developed over the next two to three years. These potential acquisitions or new development opportunities are still subject to a stringent due diligence process and, therefore, there is no assurance that any or all will be purchased or developed. Changes in interest rates and the capitalization rates inherent in the pricing of acquisitions could affect our external growth prospects in 2005. Also, subsequent to quarter-end, we sold a shopping center in Sugar Land, Texas.

Summary of Critical Accounting Policies

Our discussion and analysis of financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities and contingencies as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. We evaluate our assumptions and estimates on an on-going basis. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.

Basis of Presentation

Our consolidated financial statements include the accounts of our subsidiaries, as well as 100% of the accounts of joint ventures and partnerships over which we exercise financial and operating control and the related amounts of minority interests. All significant intercompany balances and transactions have been eliminated. Investments in joint ventures and partnerships where we have the ability to exercise significant influence, but do not exercise financial and operating control, are accounted for using the equity method. We have determined that we are not required to consolidate any entities under the variable interest guidelines set forth in FASB Interpretation No. 46R, "Consolidation of Variable Interest Entities" or the expanded definition of operating control as defined in EITF Issue No. 04-5 “Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights.”

Revenue Recognition

Valuation of Receivables

An allowance for the uncollectible portion of accrued rents and accounts receivable is determined based upon an analysis of balances outstanding, historical bad debt levels, tenant credit worthiness and current economic trends. Balances outstanding include base rents, tenant reimbursements and receivables attributable to the straight-lining of rental commitments. Additionally, estimates of the expected recovery of pre-petition and post-petition claims with respect to tenants in bankruptcy is considered in assessing the collectibility of the related receivables.

Property

Property includes costs for tenant improvements paid by us, including reimbursements to tenants for improvements that will remain our property after the lease expires.

Our properties are reviewed for impairment if events or changes in circumstances indicate that the carrying amount of the property may not be recoverable. In such an event, a comparison is made of the current and projected operating cash flows of each such property into the foreseeable future on an undiscounted basis to the carrying amount of such property. Such carrying amount is adjusted, if necessary, to estimated fair value to reflect an impairment in the value of the asset.

Results of Operations

Comparison of the Three Months Ended June 30, 2005 to the Three Months Ended June 30, 2004

Revenues

Total revenues increased by $15.6 million or 12.9% in 2005 ($136.7 million in 2005 versus $121.1 million in 2004). This increase resulted primarily from the increase in rental revenues of $14.0 million and an increase in other income of $1.6 million. Property acquisitions and new development activity contributed $10.8 million of the rental income increase with $4.3 million resulting from our existing properties, based on the occupancy and average rental rate factors described below. Offsetting these rental income increases is a decrease of $1.1 million, which results from the sale of an 80% interest in two retail centers in Louisiana.

Occupancy (leased space) of the portfolio as compared to the prior year was as follows:

	June 30,
	2005		2004

Shopping Centers		94.8%		94.7%
Industrial		91.9%		92.7%
Total		94.2%		94.2%

In the second quarter of 2005, we completed 336 renewals and new leases comprising 1.7 million square feet at an average rental rate increase of 8.1%.

Other income increased by $1.6 million or 106.7% in 2005 ($3.1 million in 2005 versus $1.5 million in 2004). This increase was due primarily to an increase in lease cancellation payments from various tenants.

Expenses

Total expenses increased by $3.2 million or 4.7% in 2005 ($71.2 million in 2005 versus $68.0 million in 2004).

The increases in 2005 for depreciation and amortization expense ($2.9 million), operating expenses ($.9 million) and ad valorem taxes ($1.6 million) were primarily a result of the properties acquired and developed during the year. Overall, direct operating costs and expenses (operating and ad valorem tax expense) of operating our properties as a percentage of rental revenues were 26% in 2005 and 27% in 2004.

General and administrative expenses increased by $.6 million or 15.4% in 2005 ($4.5 million in 2005 versus $3.9 million in 2004). This increase resulted primarily from normal compensation increases as well as increases in staffing necessitated by the growth in the portfolio. General and administrative expense as a percentage of rental revenues was 3% in both 2005 and 2004.

Impairment loss of $2.7 million in 2004 represents a charge related to a parcel of land held for development in Houston, Texas which was sold in December 2004. The estimated holding period and estimated cash flows to be generated from this asset were revised resulting in the impairment loss.

Other

Interest expense increased by $3.8 million or 13.5% in 2005 ($31.9 million in 2005 versus $28.1 million in 2004). The components of interest expense were as follows (in thousands):

	Three Months Ended
	June 30,
	2005			2004

Gross interest expense	$	34,714		$	30,725
Interest on preferred shares subject to mandatory redemption					22
Over-market mortgage adjustment of acquired properties		(1,870	)		(1,243	)
Capitalized interest		(957	)		(1,364	)

Total	$	31,887		$	28,140

Gross interest expense increased $4.0 million ($34.7 million in 2005 versus $30.7 million in 2004) due to an increase in the average debt outstanding from $2.1 billion in 2004 to $2.2 billion in 2005 and by an increase in the weighted average interest rate between the two periods from 5.9% in 2004 to 6.3% in 2005. Interest on preferred shares subject to mandatory redemption decreased due to the redemption of the Series C Cumulative Redeemable Preferred Shares in April 2004. The increase in the over-market mortgage adjustment of $.6 million resulted from our property acquisitions. Capitalized interest decreased $.4 million due to completion of new development projects in 2004.

Loss on redemption of preferred shares of $3.6 million in 2004 represents the unamortized original issuance costs related to the Series C Cumulative Preferred Shares redeemed in April 2004.

Income allocated to minority interests increased by $.7 million or 70.0% in 2005 ($1.7 million in 2005 versus $1.0 million in 2004). This increase resulted primarily from the acquisition of five retail properties during 2004 through limited partnerships utilizing the DownREIT structure. In June 2005 three additional retail properties were acquired through a limited partnership utilizing the DownREIT structure. These limited partnerships are consolidated in our consolidated financial statements because we exercise financial and operating control.

Gain on sale of properties increased by $21.9 million in 2005 ($22.0 million in 2005 versus $.1 million in 2004). This increase was due primarily to the sale of an 80% interest in two shopping centers in Lafayette and Shreveport, Louisiana totaling 295,000 square feet. Due to our continuing involvement with the leasing and managing of operations for both properties, the operating results of these properties have not been reclassified and reported as discontinued operations. The gain on the sale of our 80% interest in these two properties totaled $21.7 million.

Results of Operations

Comparison of the Six Months Ended June 30, 2005 to the Six Months Ended June 30, 2004

Revenues

Total revenues increased by $32.9 million or 14.0% in 2005 ($268.6 million in 2005 versus $235.7 million in 2004). This increase resulted primarily from the increase in rental revenues of $31.9 million and an increase in other income of $1.0 million. Property acquisitions and new development activity contributed $24.2 million of the rental income increase with $8.7 million resulting from our existing properties, based on the occupancy and average rental rate factors described below. Offsetting these rental income increases is a decrease of $1.0 million, which results from the sale of an 80% interest in two retail centers in Louisiana.

Occupancy (leased space) of the portfolio as compared to the prior year was as follows:

	June 30,
	2005		2004

Shopping Centers		94.8%		94.7%
Industrial		91.9%		92.7%
Total		94.2%		94.2%

In the first six months of 2005, we completed 632 renewals and new leases comprising 3.5 million square feet at an average rental rate increase of 8.0%.

Other income increased by $1.0 million or 30.3% in 2005 ($4.3 million in 2005 versus $3.3 million in 2004). This increase was due primarily to an increase in lease cancellation payments from various tenants.

Expenses

Total expenses increased by $12.1 million or 9.4% in 2005 ($140.9 million in 2005 versus $128.8 million in 2004).

The increases in 2005 for depreciation and amortization expense ($7.3 million), operating expenses ($3.3 million) and ad valorem taxes ($3.4 million) were primarily a result of the properties acquired and developed during the year. Overall, direct operating costs and expenses (operating and ad valorem tax expense) of operating our properties as a percentage of rental revenues were 27% in 2005 and 2004.

General and administrative expenses increased by $.8 million or 10.0% in 2005 ($8.8 million in 2005 versus $8.0 million in 2004). This increase resulted primarily from normal compensation increases as well as increases in staffing necessitated by the growth in the portfolio. General and administrative expense as a percentage of rental revenues was 3% in both 2005 and 2004.

Other

Interest expense increased by $6.6 million or 11.8% in 2005 ($62.5 million in 2005 versus $55.9 million in 2004). The components of interest expense were as follows (in thousands):

	Six Months Ended
	June 30,
	2005			2004

Gross interest expense	$	67,510		$	58,898
Interest on preferred shares subject to mandatory redemption					2,007
Over-market mortgage adjustment of acquired properties		(3,363	)		(2,326	)
Capitalized interest		(1,657	)		(2,706	)

Total	$	62,490		$	55,873

Gross interest expense increased $8.6 million ($67.5 million in 2005 versus $58.9 million in 2004) due to an increase in the average debt outstanding from $2.0 billion in 2004 to $2.2 billion in 2005 and by an increase in the weighted average interest rate between the two periods from 6.0% in 2004 to 6.3% in 2005. Interest on preferred shares subject to mandatory redemption decreased due to the redemption of the Series C Cumulative Redeemable Preferred Shares in April 2004. The increase in the over-market mortgage adjustment of $1.0 million resulted from our property acquisitions. Capitalized interest decreased $1.0 million due to completion of new development projects in 2004.

Loss on redemption of preferred shares of $3.6 million in 2004 represents the unamortized original issuance costs related to the Series C Cumulative Preferred Shares redeemed in April 2004.

Income allocated to minority interests increased by $1.2 million or 63.2% in 2005 ($3.1 million in 2005 versus $1.9 million in 2004). This increase resulted primarily from the acquisition of five retail properties during 2004 through a limited partnership utilizing the DownREIT structure. Also, in June 2005 three additional retail properties were acquired through a limited partnership utilizing the DownREIT structure. These limited partnerships are consolidated in our consolidated financial statements because we exercise financial and operating control.

Gain on sale of properties increased by $21.6 million in 2005 ($22.0 million in 2005 versus $.4 million in 2004). The increase was due primarily to the sale of an 80% interest in two shopping centers in Lafayette and Shreveport, Louisiana totaling 295,00 square feet. Due to our continuing involvement with the leasing and managing of operations for both properties, the operating results of these properties have not been reclassified and reported as discontinued operations. The gain on the sale of our 80% interest in these two properties totaled $21.7 million.

Income from discontinued operations increased $3.1 million or 18.6% in 2005 ($19.8 million in 2005 versus $16.7 million in 2004). This increase is due primarily to the disposition of nine properties totaling 503,000 square feet in the first half of 2005 that provided sales proceeds of $42.3 million and generated gains of $17.9 million. Included in this caption for 2004 are the operating results of properties disposed in 2005 and 2004 as well as the gain from the disposition of two retail properties during the first six months of 2004.

Capital Resources and Liquidity

Our primary liquidity needs are payment of our common and preferred dividends, maintaining and operating our existing properties, payment of our debt service costs, and funding planned growth primarily through acquisitions and new development. We anticipate that cash flows from operating activities will continue to provide adequate capital for all common and preferred dividend payments and debt service costs, as well as the capital necessary to maintain and operate our existing properties. Our primary source of capital for funding acquisitions and new development is our $400 million revolving credit facility coupled with cash generated from dispositions of properties that no longer meet our investment criteria and cash flow generated by our operating properties. Amounts outstanding under the revolving credit agreement are retired as needed with proceeds from the issuance of long-term unsecured debt, common and preferred equity, cash generated from dispositions of properties, and cash flow generated by our operating properties. As of June 30, 2005 the balance outstanding on our $400 million revolving credit facility was $90.0 million.

Our capital structure also includes nonrecourse secured debt that we assume in conjunction with some of our acquisitions. We also have nonrecourse debt secured by newly developed properties held in several of our joint ventures. We hedge the future cash flows of certain debt transactions, as well as changes in the fair value of our debt instruments, principally through interest rate swaps with major financial institutions. We generally have the right to sell or otherwise dispose of our assets except in certain cases where we are required to obtain a third party consent, such as assets held in entities in which we have less than 100% ownership.

Investing Activities - Acquisitions

In the first six months of 2005, we invested $229.4 million in the acquisition of nine shopping centers and one industrial property. An additional $3.2 million was invested in a shopping center through a 25%-owned unconsolidated joint venture. The cash requirements for these acquisitions were initially financed either under our revolving credit facilities or using available cash generated from disposition of properties.

In January 2005 we acquired Flamingo Pines Shopping Center, a 257,000 square foot shopping center, which is located in Pembroke Pines, Florida, a suburb of Fort Lauderdale. Publix and the U.S. Post Office anchor this retail center.

In February 2005 Kennesaw 75 Business Park was acquired. This 178,000 square foot business park is located in Kennesaw, Georgia, a suburb of Atlanta.

In March 2005 we acquired Ravenstone Commons Shopping Center, a 60,000 square foot shopping center, which is located in Durham, North Carolina, a suburb of Raleigh. Food Lion and Blockbuster anchor this retail center.

In April 2005 we acquired three additional retail centers adding 765,000 square feet to the portfolio. Pinecrest Plaza Shopping Center is located in Pinehurst, North Carolina and is anchored by Food Lion, Belk’s, Michael’s and Pier One. Thompson Bridge Commons is located in Gainesville, Georgia and is anchored by Kroger. Best in the West Shopping Center is located in Las Vegas, Nevada and is anchored by Best Buy, Office Depot and PetsMart.

In May 2005 a 25%-owned unconsolidated joint venture acquired an interest in Lake Washington Crossing Shopping Center, a 118,000 square foot shopping center, which is located in Melbourne, Florida. Publix and Beall’s department store anchor this retail center.

In June 2005 we acquired Marshall’s Plaza Shopping Center, a 78,800 square foot shopping center located in Modesto, California and anchored by Marshall’s. We also acquired a package of three properties in North Carolina. Bull City Market, a 42,500 square foot shopping center in Durham, is anchored by Whole Foods Market. Steele Creek Crossing, located in Charlotte, occupies 77,300 square feet and is anchored by BI-LO and Eckerd. Johnston Road Plaza, also located in Charlotte, contains 79,500 square feet and is anchored by Food Lion. These North Carolina acquisitions were acquired in a limited partnership utilizing a DownREIT structure and are included in our consolidated financial statements because we exercise financial and operating control.

Investing Activities-Dispositions

In the first six months of 2005, six shopping centers and a vacant retail building located in Texas were sold. In addition, we sold two industrial properties in Las Vegas, Nevada and Austin, Texas. We also sold an 80% interest in two additional shopping centers located in Shreveport, and Lafayette, Louisiana. These 11 properties, totaling 798,000 square feet, provided sales proceeds of $99.1 million and generated gains of $39.6 million.

Investing Activities - New Development and Capital Expenditures

With respect to new development, we have seven retail projects in various stages of development. These projects, upon completion, will represent an investment of $50 million and add 404,000 square feet to the portfolio. We expect to invest $11 million in these projects over the remainder of 2005 and they are slated to open during the remainder of 2005 or 2006. All new development in the first six months of 2005 was initially financed under our revolving credit facilities.

Financing Activities - Debt

Total debt outstanding increased to $2.2 billion at June 30, 2005 from $2.1 billion at December 31, 2004, due primarily to funding of acquisitions and new development. Total debt at June 30, 2005 includes $2.0 billion on which interest rates are fixed and $227.1 million which bears interest at variable rates, including the effect of $95.0 million of interest rate swaps. Additionally, debt totaling $848.2 million was secured by operating properties while the remaining $1.4 billion was unsecured.

We have a $400 million unsecured revolving credit facility with a syndicate of banks that bears an interest rate of LIBOR plus 50 basis points. The facility allows us to hold auctions at lower pricing for up to $200 million. The facility matures in November 2006, but allows a one-time, one-year extension at our option. The facility can be increased to $600 million at our option prior to November 2005. Currently we are in full compliance with the Amended and Restated Credit Agreement in place. We also have an unsecured and uncommitted overnight credit facility totaling $20 million to be used for cash management purposes.

At June 30, 2005, we had seven interest rate swap contracts with an aggregate notional amount of $95.0 million that convert fixed rate interest payments at rates ranging from 4.2% to 7.1% to variable interest payments. We could be exposed to credit losses in the event of nonperformance by the counter-party; however, management believes the likelihood of such nonperformance to be remote.

During the second quarter of 2005, we had three interest rate swap contracts with an aggregate notional of $37.5 million mature. All of these contracts were designated as fair value hedges.

In conjunction with acquisitions completed during the six months ended June 30, 2005, we assumed $120.3 million of nonrecourse debt secured by the related properties, which had a weighted average interest rate of 7.5% and a weighted average remaining life of 11.7 years.

Financing Activities - Equity

Common and preferred dividends increased to $83.5 million in the first six months of 2005, compared to $73.6 million for the first six months of 2004. The dividend rate for the common shares for the first and second quarter of 2005 was $0.44 compared to $0.415 for the same periods in 2004. Our dividend payout ratio on common equity for the first six months of 2005 and 2004 approximated 64.5% and 69.5%, respectively, based on funds from operations for the applicable period. We do not have a common share buyback program.

In September 2004 the SEC declared effective two additional shelf registration statements totaling $1.55 billion, all of which was available as of August 1, 2005. In addition, we have $160.4 million available as of August 1, 2005 under our $1 billion shelf registration statement, which became effective in April 2003. We will continue to closely monitor both the debt and equity markets and carefully consider our available financing alternatives, including both public and private placements.

Contractual Obligations

The following table summarizes our principal contractual obligations as of June 30, 2005 (in thousands):

	2005		2006		2007		2008		2009		Thereafter		Total

Unsecured Debt: (1)
Medium Term Notes	$	15,000	$	37,000	$	79,000	$	36,000	$	32,000	$	868,220	$	1,067,220
7% 2011 Bonds												200,000		200,000
Revolving Credit Facilities		17,870		90,000										107,870

Secured Debt		24,201		25,332		23,916		199,378		70,556		504,826		848,209

Ground Lease Payments		746		1,429		1,170		1,075		1,046		27,174		32,640

Obligations to Acquire Projects		26,125												26,125

Obligations to Develop Projects		10,573		15,478										26,051

Total Contractual Obligations	$	94,515	$	169,239	$	104,086	$	236,453	$	103,602	$	1,600,220	$	2,308,115

_________________________

(1)	Total unsecured debt obligations as shown above are $1.7 million more than total unsecured debt as reported due to the unamortized discount on medium term notes and the fair value of interest rate swaps.

As of June 30, 2005 and 2004, we do not have any off-balance sheet arrangements that would materially affect our liquidity or availability of, or requirement for, our capital resources.

Funds from Operations

The National Association of Real Estate Investment Trusts defines funds from operations as net income (loss) available to common shareholders computed in accordance with generally accepted accounting principles, excluding gains or losses from sales of property, plus real estate related depreciation and amortization, and after adjustments for our share of unconsolidated partnerships and joint ventures. In addition, NAREIT recommends that extraordinary items not be considered in arriving at FFO. We calculate FFO in a manner consistent with the NAREIT definition. We believe FFO is an appropriate supplemental measure of operating performance because it helps investors compare the operating performance of us relative to other REITs. Management also uses FFO as a supplemental measure to conduct and evaluate our business because there are certain limitations associated with using GAAP net income by itself as the primary measure of our operating performance. Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, management believes that the presentation of operating results for real estate companies that uses historical cost accounting is insufficient by itself. There can be no assurance that FFO presented by us is comparable to similarly titled measures of other REITs. FFO should not be considered as an alternative to net income or other measurements under GAAP as an indicator of our operating performance or to cash flows from operating, investing or financing activities as a measure of liquidity. FFO does not reflect working capital changes, cash expenditures for capital improvements or principal payments on indebtedness.

Funds from operations is calculated as follows (in thousands):

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2005			2004			2005			2004

Net income available to common shareholders	$	67,679		$	35,917		$	101,716		$	63,060
Depreciation and amortization		29,447			27,027			57,759			51,781
Depreciation and amortization of unconsolidated joint ventures		939			701			1,843			1,358
Gain on sale of properties		(35,622	)		(13,508	)		(39,713	)		(13,825	)
Loss on sale of properties of unconsolidated joint ventures		2						3
Funds from operations		62,445			50,137			121,608			102,374
Funds from operations attributable to operating partnership units		2,161			1,508			4,234			2,838

Funds from operations assuming conversion of OP units	$	64,606		$	51,645		$	125,842		$	105,212

Weighted average shares outstanding - basic		89,178			85,598			89,150			84,371
Effect of dilutive securities:
Share options and awards		949			787			943			869
Operating partnership units		3,043			2,242			3,025			2,211

Weighted average shares outstanding - diluted		93,170			88,627			93,118			87,451

Newly Adopted Accounting Pronouncements

ITEM 3. Quantitative and Qualitative Disclosure About Market Risk

We use fixed and floating-rate debt to finance our capital requirements. These transactions expose us to market risk related to changes in interest rates. Derivative financial instruments are used to manage a portion of this risk, primarily interest rate swap agreements with major financial institutions. These swap agreements expose us to credit risk in the event of non-performance by the counter-parties to the swaps. We do not engage in the trading of derivative financial instruments in the normal course of business. At June 30, 2005, we had fixed-rate debt of $2.0 billion and variable-rate debt of $227.1 million, after adjusting for the net effect of $95.0 million notional amount of interest rate swaps.

ITEM 4. Disclosure Controls and Procedures

Under the supervision and with the participation of our principal executive officer and principal financial officer, management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) as of June 30, 2005. Based on that evaluation, our principal executive officer and our principal financial officer have concluded that our disclosure controls and procedures were effective as of June 30, 2005.

There has been no change to our internal control over financial reporting during the quarter ended June 30, 2005 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II-OTHER INFORMATION

ITEM 4. Submission of Matters to a Vote of Security Holders

Our annual meeting of shareholders was held on May 3, 2005. At that meeting:

(1) The shareholders elected each of the nine nominees to the Board of Trust Managers for a one-year term:

TRUST MANAGER	FOR	WITHHELD

Stanford Alexander	75,583,659	766,457
Andrew M. Alexander	75,595,790	754,327
J. Murry Bowden	75,869,384	480,733
James W. Crownover	75,760,610	589,506
Robert J. Cruikshank	74,254,555	2,095,561
Melvin A. Dow	74,055,889	2,294,228
Stephen A. Lasher	75,439,589	910,528
Douglas W. Schnitzer	75,542,019	808,098
Marc J. Shapiro	75,528,212	821,905

TOTAL	677,629,707	9,521,343

(2) The shareholders ratified the appointment of Deloitte & Touche LLP as our independent accountants:

FOR		75,487,050
AGAINST		736,434
ABSTAIN		126,632

TOTAL		76,350,116

ITEM 6. Exhibits

	(a)	Exhibits
		3.1	Restated Declaration of Trust (filed as Exhibit 3.1 to WRI's Registration Statement on Form 8-A dated January 19, 1999 and incorporated herein by reference).
		3.2	Amendment of the Restated Declaration of Trust (filed as Exhibit 3.2 to WRI's Registration Statement on Form 8-A dated January 19, 1999 and incorporated herein by reference).
		3.3	Second Amendment of the Restated Declaration of Trust (filed as Exhibit 3.3 to WRI's Registration Statement on Form 8-A dated January 19, 1999 and incorporated herein by reference).
		3.4	Third Amendment of the Restated Declaration of Trust (filed as Exhibit 3.4 to WRI's Registration Statement on Form 8-A dated January 19, 1999 and incorporated herein by reference).
		3.5	Fourth Amendment of the Restated Declaration of Trust dated April 28, 1999 (filed as Exhibit 3.5 to WRI's Annual Report on Form 10-K for the year ended December 31, 2001 and incorporated herein by reference).
		3.6	Fifth Amendment of the Restated Declaration of Trust dated April 20, 2001 (filed as Exhibit 3.6 to WRI's Annual Report on Form 10-K for the year ended December 31, 2001 and incorporated herein by reference).
		3.7	Amended and Restated Bylaws of WRI (filed as Exhibit 99.2 to WRI's Registration Statement on Form 8-A dated February 23, 1998 and incorporated herein by reference).
		4.1	Subordinated Indenture dated as of May 1, 1995 between WRI and Chase Bank of Texas, National Association (formerly, Texas Commerce Bank National Association) (filed as Exhibit 4(a) to WRI's Registration Statement on Form S-3 (No. 33-57659) and incorporated herein by reference).
		4.2	Subordinated Indenture dated as of May 1, 1995 between WRI and Chase Bank of Texas, National Association (formerly, Texas Commerce Bank National Association) (filed as Exhibit 4(b) to WRI's Registration Statement on Form S-3 (No. 33-57659) and incorporated herein by reference).
		4.3	Form of Fixed Rate Senior Medium Term Note (filed as Exhibit 4.19 to WRI's Annual Report on Form 10-K for the year ended December 31, 1998 and incorporated herein by reference).
		4.4	Form of Floating Rate Senior Medium Term Note (filed as Exhibit 4.20 to WRI's Annual Report on Form 10-K for the year ended December 31, 1998 and incorporated herein by reference).
		4.5	Form of Fixed Rate Subordinated Medium Term Note (filed as Exhibit 4.21 to WRI's Annual Report on Form 10-K for the year ended December 31, 1998 and incorporated herein by reference).
		4.6	Form of Floating Rate Subordinated Medium Term Note (filed as Exhibit 4.22 to WRI's Annual Report on Form 10-K for the year ended December 31, 1998 and incorporated herein by reference).
		4.7	Statement of Designation of 6.75% Series D Cumulative Redeemable Preferred Shares (filed as Exhibit 3.1 to WRI's Registration Statement on Form 8-A dated April 17, 2003 and incorporated herein by reference).
		4.8	Statement of Designation of 6.95% Series E Cumulative Redeemable Preferred Shares (filed as Exhibit 3.1 to WRI's Registration Statement on Form 8-A dated July 8, 2004 and incorporated herein by reference).
		4.9	6.75% Series D Cumulative Redeemable Preferred Share Certificate (filed as Exhibit 4.2 to WRI's Registration Statement on Form 8-A dated April 17, 2003 and incorporated herein by reference).
		4.10	6.95% Series E Cumulative Redeemable Preferred Share Certificate (filed as Exhibit 4.2 to WRI's Registration Statement on Form 8-A dated July 8, 2004 and incorporated herein by reference).

		4.11	Form of Receipt for Depositary Shares, each representing 1/30 of a share of 6.75% Series D Cumulative Redeemable Preferred Shares, par value $.03 per share (filed as Exhibit 4.3 to WRI's Registration Statement on Form 8-A dated April 17, 2003 and incorporated herein by reference).
		4.12	Form of Receipt for Depositary Shares, each representing 1/100 of a share of 6.95% Series E Cumulative Redeemable Preferred Shares, par value $.03 per share (filed as Exhibit 4.3 to WRI's Registration Statement on Form 8-A dated July 8, 2004 and incorporated herein by reference).
		4.13	Form of 7% Notes due 2011 (filed as Exhibit 4.17 to WRI's Annual Report on Form 10-K for the year ended December 31, 2001 and incorporated herein by reference).
		10.1†	1988 Share Option Plan of WRI, as amended (filed as Exhibit 10.1 to WRI's Annual Report on Form 10-K for the year ended December 31, 1990 and incorporated herein by reference).
		10.2†	Weingarten Realty Investors Supplemental Retirement Account Plan, as amended and restated (filed as Exhibit 10.26 to WRI's Annual Report on Form 10-K for the year ended December 31, 1992 and incorporated herein by reference).
		10.3†	The Savings and Investment Plan for Employees of WRI, as amended (filed as Exhibit 4.1 to WRI's Registration Statement on Form S-8 (No. 33-25581) and incorporated herein by reference).
		10.4†	The Fifth Amendment to Savings and Investment Plan for Employees of WRI (filed as Exhibit 4.1.1 to WRI's Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (No. 33-25581) and incorporated herein by reference).
		10.5†	The 1993 Incentive Share Plan of WRI (filed as Exhibit 4.1 to WRI's Registration Statement on Form S-8 (No. 33-52473) and incorporated herein by reference).
		10.6†	1999 WRI Employee Share Purchase Plan (filed as Exhibit 10.6 to WRI's Annual Report on Form 10-K for the year ended December 31, 1999 and incorporated herein by reference).
		10.7†	2001 Long Term Incentive Plan (filed as Exhibit 10.7 to WRI's Annual Report on Form 10-K for the year ended December 31, 2001 and incorporated herein by reference).
		10.8	Master Promissory Note in the amount of $20,000,000 between WRI, as payee, and Chase Bank of Texas, National Association (formerly, Texas Commerce Bank National Association), as maker, effective December 30, 1998 (filed as Exhibit 4.15 to WRI's Annual Report on Form 10-K for the year ended December 31, 1999 and incorporated herein by reference).
		10.9	Amended and Restated Credit Agreement dated November 14, 2003 among WRI, the Lenders Party Hereto and JPMorgan Chase Bank as Administrative Agent (filed as Exhibit 10.10 to WRI's Annual Report on Form 10-K for the year ended December 31, 2003 and incorporated herein by reference).
		10.10† *	Weingarten Realty Investors Supplemental Executive Retirement Plan amended and restated effective September 1, 2002.
		10.11† *	First Amendment to the Weingarten Realty Investors Supplemental Executive Retirement Plan amended on November 3, 2003.
		10.12† *	Second Amendment to the Weingarten Realty Investors Supplemental Executive Retirement Plan amended October 22, 2004.
		10.13† *	Third Amendment to the Weingarten Realty Investors Supplemental Executive Retirement Plan amended October 22, 2004.
		10.14† *	Weingarten Realty Investors Retirement Benefit Restoration Plan adopted effective September 1, 2002.
		10.15† *	First Amendment to the Weingarten Realty Investors Retirement Benefit Restoration Plan amended on November 3, 2003.
		10.16† *	Second Amendment to the Weingarten Realty Investors Retirement Benefit Restoration Plan amended October 22, 2004.
		10.17† *	Weingarten Realty Investors Deferred Compensation Plan amended and restated as a separate and independent plan effective September 1, 2002.

		10.18† *	Supplement to the Weingarten Realty Investors Deferred Compensation Plan amended on April 25, 2003.
		10.19† *	First Amendment to the Weingarten Realty Investors Deferred Compensation Plan amended on November 3, 2003.
		10.20† *	Second Amendment to the Weingarten Realty Investors Deferred Compensation Plan amended and restated effective January 1, 2004.
		10.21† *	Trust Under the Weingarten Realty Investors Deferred Compensation Plan amended and restated effective October 21, 2003.
		10.22† *	Trust Under the Weingarten Realty Investors Retirement Benefit Restoration Plan amended and restated effective October 21, 2003.
		10.23† *	Trust Under the Weingarten Realty Investors Supplemental Executive Retirement Plan amended and restated effective October 21, 2003.
		10.24† *	First Amendment to the Trust Under the Weingarten Realty Investors Deferred Compensation Plan, Supplemental Executive Retirement Plan, and Retirement Benefit Restoration Plan amended on March 16, 2004.
		12.1 *	A statement of computation of ratios of earnings and funds from operations to combined fixed charges and preferred dividends.
		31.1 *	Certification pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).
		31.2 *	Certification pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).
		32.1 **	Certification pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).
		32.2 **	Certification pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).

_______________

*	Filed with this report.

**	Furnished with this report.

†	Management contract or compensation plan or arrangement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	WEINGARTEN REALTY INVESTORS
	(Registrant)


	By:	/s/ Andrew M. Alexander
		Andrew M. Alexander
		Chief Executive Officer


	By:	/s/ Joe D. Shafer
		Joe D. Shafer
		Vice President/Controller
		(Principal Accounting Officer)

DATE: August 9, 2005

EXHIBIT INDEX

Exhibit Number

3.1	Restated Declaration of Trust (filed as Exhibit 3.1 to WRI's Registration Statement on Form 8-A dated January 19, 1999 and incorporated herein by reference).
3.2	Amendment of the Restated Declaration of Trust (filed as Exhibit 3.2 to WRI's Registration Statement on Form 8-A dated January 19, 1999 and incorporated herein by reference).
3.3	Second Amendment of the Restated Declaration of Trust (filed as Exhibit 3.3 to WRI's Registration Statement on Form 8-A dated January 19, 1999 and incorporated herein by reference).
3.4	Third Amendment of the Restated Declaration of Trust (filed as Exhibit 3.4 to WRI's Registration Statement on Form 8-A dated January 19, 1999 and incorporated herein by reference).
3.5	Fourth Amendment of the Restated Declaration of Trust dated April 28, 1999 (filed as Exhibit 3.5 to WRI's Annual Report on Form 10-K for the year ended December 31, 2001 and incorporated herein by reference).
3.6	Fifth Amendment of the Restated Declaration of Trust dated April 20, 2001 (filed as Exhibit 3.6 to WRI's Annual Report on Form 10-K for the year ended December 31, 2001 and incorporated herein by reference).
3.7	Amended and Restated Bylaws of WRI (filed as Exhibit 99.2 to WRI's Registration Statement on Form 8-A dated February 23, 1998 and incorporated herein by reference).
4.1	Subordinated Indenture dated as of May 1, 1995 between WRI and Chase Bank of Texas, National Association (formerly, Texas Commerce Bank National Association) (filed as Exhibit 4(a) to WRI's Registration Statement on Form S-3 (No. 33-57659) and incorporated herein by reference).
4.2	Subordinated Indenture dated as of May 1, 1995 between WRI and Chase Bank of Texas, National Association (formerly, Texas Commerce Bank National Association) (filed as Exhibit 4(b) to WRI's Registration Statement on Form S-3 (No. 33-57659) and incorporated herein by reference).
4.3	Form of Fixed Rate Senior Medium Term Note (filed as Exhibit 4.19 to WRI's Annual Report on Form 10-K for the year ended December 31, 1998 and incorporated herein by reference).
4.4	Form of Floating Rate Senior Medium Term Note (filed as Exhibit 4.20 to WRI's Annual Report on Form 10-K for the year ended December 31, 1998 and incorporated herein by reference).
4.5	Form of Fixed Rate Subordinated Medium Term Note (filed as Exhibit 4.21 to WRI's Annual Report on Form 10-K for the year ended December 31, 1998 and incorporated herein by reference).
4.6	Form of Floating Rate Subordinated Medium Term Note (filed as Exhibit 4.22 to WRI's Annual Report on Form 10-K for the year ended December 31, 1998 and incorporated herein by reference).
4.7	Statement of Designation of 6.75% Series D Cumulative Redeemable Preferred Shares (filed as Exhibit 3.1 to WRI's Registration Statement on Form 8-A dated April 17, 2003 and incorporated herein by reference).
4.8	Statement of Designation of 6.95% Series E Cumulative Redeemable Preferred Shares (filed as Exhibit 3.1 to WRI's Registration Statement on Form 8-A dated July 8, 2004 and incorporated herein by reference).
4.9	6.75% Series D Cumulative Redeemable Preferred Share Certificate (filed as Exhibit 4.2 to WRI's Registration Statement on Form 8-A dated April 17, 2003 and incorporated herein by reference).
4.10	6.95% Series E Cumulative Redeemable Preferred Share Certificate (filed as Exhibit 4.2 to WRI's Registration Statement on Form 8-A dated July 8, 2004 and incorporated herein by reference).

4.11	Form of Receipt for Depositary Shares, each representing 1/30 of a share of 6.75% Series D Cumulative Redeemable Preferred Shares, par value $.03 per share (filed as Exhibit 4.3 to WRI's Registration Statement on Form 8-A dated April 17, 2003 and incorporated herein by reference).
4.12	Form of Receipt for Depositary Shares, each representing 1/100 of a share of 6.95% Series E Cumulative Redeemable Preferred Shares, par value $.03 per share (filed as Exhibit 4.3 to WRI's Registration Statement on Form 8-A dated July 8, 2004 and incorporated herein by reference).
4.13	Form of 7% Notes due 2011 (filed as Exhibit 4.17 to WRI's Annual Report on Form 10-K for the year ended December 31, 2001 and incorporated herein by reference).
10.1	1988 Share Option Plan of WRI, as amended (filed as Exhibit 10.1 to WRI's Annual Report on Form 10-K for the year ended December 31, 1990 and incorporated herein by reference).
10.2	Weingarten Realty Investors Supplemental Retirement Account Plan, as amended and restated (filed as Exhibit 10.26 to WRI's Annual Report on Form 10-K for the year ended December 31, 1992 and incorporated herein by reference).
10.3	The Savings and Investment Plan for Employees of WRI, as amended (filed as Exhibit 4.1 to WRI's Registration Statement on Form S-8 (No. 33-25581) and incorporated herein by reference).
10.4	The Fifth Amendment to Savings and Investment Plan for Employees of WRI (filed as Exhibit 4.1.1 to WRI's Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (No. 33-25581) and incorporated herein by reference).
10.5	The 1993 Incentive Share Plan of WRI (filed as Exhibit 4.1 to WRI's Registration Statement on Form S-8 (No. 33-52473) and incorporated herein by reference).
10.6	1999 WRI Employee Share Purchase Plan (filed as Exhibit 10.6 to WRI's Annual Report on Form 10-K for the year ended December 31, 1999 and incorporated herein by reference).
10.7	2001 Long Term Incentive Plan (filed as Exhibit 10.7 to WRI's Annual Report on Form 10-K for the year ended December 31, 2001 and incorporated herein by reference).
10.8	Master Promissory Note in the amount of $20,000,000 between WRI, as payee, and Chase Bank of Texas, National Association (formerly, Texas Commerce Bank National Association), as maker, effective December 30, 1998 (filed as Exhibit 4.15 to WRI's Annual Report on Form 10-K for the year ended December 31, 1999 and incorporated herein by reference).
10.9	Amended and Restated Credit Agreement dated November 14, 2003 among WRI, the Lenders Party Hereto and JPMorgan Chase Bank as Administrative Agent (filed as Exhibit 10.10 to WRI's Annual Report on Form 10-K for the year ended December 31, 2003 and incorporated herein by reference).
10.10	Weingarten Realty Investors Supplemental Executive Retirement Plan amended and restated effective September 1, 2002.
10.11	First Amendment to the Weingarten Realty Investors Supplemental Executive Retirement Plan amended on November 3, 2003.
10.12	Second Amendment to the Weingarten Realty Investors Supplemental Executive Retirement Plan amended October 22, 2004.
10.13	Third Amendment to the Weingarten Realty Investors Supplemental Executive Retirement Plan amended October 22, 2004.
10.14	Weingarten Realty Investors Retirement Benefit Restoration Plan adopted effective September 1, 2002.
10.15	First Amendment to the Weingarten Realty Investors Retirement Benefit Restoration Plan amended on November 3, 2003.
10.16	Second Amendment to the Weingarten Realty Investors Retirement Benefit Restoration Plan amended October 22, 2004.
10.17	Weingarten Realty Investors Deferred Compensation Plan amended and restated as a separate and independent plan effective September 1, 2002.

10.18	Supplement to the Weingarten Realty Investors Deferred Compensation Plan amended on April 25, 2003.
10.19	First Amendment to the Weingarten Realty Investors Deferred Compensation Plan amended on November 3, 2003.
10.20	Second Amendment to the Weingarten Realty Investors Deferred Compensation Plan amended and restated effective January 1, 2004.
10.21	Trust Under the Weingarten Realty Investors Deferred Compensation Plan amended and restated effective October 21, 2003.
10.22	Trust Under the Weingarten Realty Investors Retirement Benefit Restoration Plan amended and restated effective October 21, 2003.
10.23	Trust Under the Weingarten Realty Investors Supplemental Executive Retirement Plan amended and restated effective October 21, 2003.
10.24	First Amendment to the Trust Under the Weingarten Realty Investors Deferred Compensation Plan, Supplemental Executive Retirement Plan, and Retirement Benefit Restoration Plan amended on March 16, 2004.
12.1	A statement of computation of ratios of earnings and funds from operations to combined fixed charges and preferred dividends.
31.1	Certification pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).
31.2	Certification pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).
32.1	Certification pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).
32.2	Certification pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).

EX-10.10 2 ex10_10.htm EXHIBIT 10.10 TO 2Q2005 FORM 10-Q WEINGARTEN REALTY INVESTORS SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Exhibit 10.10 to 2Q2005 Form 10-Q Weingarten Realty Investors Supplemental Executive Retirement Plan

Exhibit 10.10

WEINGARTEN REALTY INVESTORS SUPPLEMENTAL

EXECUTIVE RETIREMENT PLAN

Weingarten Realty Investors Supplemental Executive Retirement Plan

Table of Contents

Page

Article I - Definitions		2
1.1	Account	2
1.2	Administrator	2
1.3	Board	2
1.4	Bonus	2
1.5	Code	2
1.6	Compensation	2
1.7	Disability	2
1.8	Effective Date	2
1.9	Eligible Employee	2
1.10	Employee	2
1.11	Employer Contribution	2
1.12	Employer Credit	2
1.13	Participant	2
1.14	Participation Agreement	2
1.15	Pension Plan	3
1.16	Plan Year	3
1.17	Retirement	3
1.18	Salary	3
1.19	Transition Group	3
1.20	Trust	3
1.21	Trustee	3
1.22	Vesting Year of Service	3
Article II - Participation		4
2.1	Commencement of Participation	4
Article III - Supplemental Retirement Benefit		5
3.1	Employer Credits	5
3.2	Last Day Requirement	5
3.3	Calculation of Employer Credits	5
3.4	Time of Contributions	6
Article IV - Vesting		7
4.1	Vesting of Account	7
4.2	Vesting in Event of Retirement, Disability, or Death	7
4.3	Amounts Not Vested	7
Article V - Accounts		8
5.1	Bookkeeping Accounts	8
5.2	Adjustment and Crediting of Accounts.	8
5.3	Investment of Trust Assets	8

5.4	Forfeitures	8
5.5	Employer Stock Account	8
Article VI - Distributions		9
6.1	Distribution Election	9
6.2	Commencement of Payment	9
6.3	Minimum Distribution	10
Article VII - Beneficiaries		11
7.1	Beneficiaries	11
7.2	Change of Beneficiary Designation	11
7.3	Determination of Beneficiary.	11
7.4	Lost Beneficiary.	11
Article VIII - Funding		13
8.1	Prohibition Against Funding	13
8.2	Deposits in Trust	13
Article IX - Claims Administration		14
9.1	General	14
9.2	Claim Review	14
9.3	Right of Appeal	14
9.4	Review of Appeal	14
9.5	Designation	14
Article X - General Provisions		15
10.1	Administrator	15
10.2	No Assignment	15
10.3	No Employment Rights	15
10.4	Incompetence	16
10.5	Identity	16
10.6	Other Benefits	16
10.7	No Liability	16
10.8	Expenses	16
10.9	Insolvency	16
10.10	Amendment and Termination	16
10.11	Employer Determinations	17
10.12	Construction	17
10.13	Governing Law	17
10.14	Severability	17
10.15	Headings	17
10.16	Terms	17

WEINGARTEN REALTY INVESTORS SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

RECITALS

Weingarten Realty Investors (“Employer”), a Texas Real Estate Investment Trust, sponsors the Weingarten Realty Investors Supplemental Executive Retirement Plan (“Plan”).

The purpose of the Plan is to provide eligible employees a supplemental retirement benefit equal to the additional retirement benefit he or she would have received under the Weingarten Realty Investors Retirement Plan if such benefit were determined without regard to the limitations imposed by the Code.

The Plan is an unfunded arrangement established and maintained primarily for the benefit of a select group of management or highly compensated employees and is intended to be exempt from the participation, vesting, funding, and fiduciary requirements set forth in Title I of the Employee Retirement Income Security Act of 1974, as amended.

The benefits provided by the Plan were previously provided under the Weingarten Realty Investors Deferred Compensation Plan last restated effective December 1, 1999.

The Employer desires to amend and restate the Plan as a separate and independent plan effective September 1, 2002.

NOW THEREFORE, premises considered, the Employer hereby amends and restates the Plan as follows:

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Article I - Definitions

1.1	Account. The bookkeeping account established for each Participant as provided in section 5.1 hereof.

1.2	Administrator. The individual serving as the Director of Human Resources for the Employer or such other person duly authorized by the Executive Committee of the Board of Managers. The Administrator shall be the agent for the Employer with respect to the Trust.

1.3	Board. The Board of Trust Managers of the Employer.

1.4

Bonus. Compensation which is designated as bonus by the Employer and which relates to services performed during an incentive period by an Eligible Employee in addition to his or her Salary, including any pretax elective deferrals from said Bonus to any Employer sponsored plan that includes amounts deferred under a Participation Agreement or a qualified cash or deferred arrangement under Code Section 401 (k) or cafeteria plan under Code Section 125.

1.5	Code. The Internal Revenue Code of 1986, as amended.

1.6	Compensation. The Participant's earned income, including Salary, Bonus and other remuneration from the Employer.

1.7	Disability. As defined by the Weingarten Realty Investors Long Term Disability Plan.

1.8	Effective Date. The Effective Date of this Restatement shall be September 1, 2002.

1.9	Eligible Employee. An Employee shall be considered an Eligible Employee if such Employee is designated as an Eligible Employee by the Employer.

1.10	Employee. Any person employed by the Employer.

1.11	Employer Contribution. Assets set aside or transferred to a trust at the discretion of the Employer in order to fund the benefits due under this Plan. Participants shall have no right or claim to such Employer Contributions, which shall remain the general assets of the Employer.

1.12	Employer Credit. The amount credited to the bookkeeping Account of a Participant in accordance with Article III.

1.13	Participant. An Eligible Employee who is a Participant as provided in Article II.

1.14	Participation Agreement. The separate written agreement, submitted to the Administrator, by which an Eligible Employee agrees to participate in the Plan and designates the form and timing of the distribution of his or her Accounts.

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1.15	Pension Plan. The Weingarten Realty Investors Retirement Plan.

1.16	Plan Year. The twelve consecutive month period beginning January 1 and ending December 31.

1.17	Retirement. Retirement means a Participant has retired from the employ of the Employer (i) on or after age 65 or (ii) with the consent of the Administrator, on or after age 55.

1.18

Salary. An Eligible Employee's base salary rate or rates in effect at any time during a Plan year, including any pretax elective deferrals from said Salary to any Employer sponsored plan that includes amounts deferred under a nonqualified plan sponsored by the Employer or under a qualified cash or deferred arrangement under Code Section 401 (k) or cafeteria plan under Code Section 125.

1.19

Transition Group. Participants in the Pension Plan that effective December 31, 2002 were credited with five (5) years of service and attained age 50 and, as a result, are eligible to have their retirement benefit determined under the Pension Plan’s defined benefit formula in effect December 31, 2001.

1.20

Trust. The agreement or agreements between the Employer and the Trustee under which the assets of the Plan are held, administered and managed. Participants shall have no right or claim to Trust assets set aside to fund benefits under this Plan, which shall remain the general assets of the Employer.

1.21	Trustee. The trustee and any successor trustee that shall become trustee pursuant to the terms of a separate trust agreement which is made a part of the Plan.

1.22	Vesting Year of Service. Vesting Year of Service shall be each 12 month period of employment with the Employer commencing with the Participant's date of hire.

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Article II - Participation

2.1

Commencement of Participation. Each Eligible Employee shall become a Participant at the date on which he or she is designated as an Eligible Employee. Prior to participation in the Plan, each Participant shall be required to complete a Participation Agreement designating the form and timing of the distribution of his or her Accounts. Each Participant shall be provided a written statement of the amount of such Participant’s Account balance hereunder as of the effective date of this Restatement as determined by the Administrator. If a Participant does not appeal the Administrator’s determination of the Participant’s Account balance as of the effective date of this Restatement within sixty (60) days of receipt of such written statement under the procedures prescribed in Article IX, then the determination by the Administrator shall be deemed final.

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Article III - Supplemental Retirement Benefit

3.1

Employer Credits. The Employer shall credit to the Account of each Participant an amount each year which is designed to provide the Participant a supplemental retirement benefit at age 65 equal to the additional retirement benefit he would have accrued under the Employer’s Pension Plan, as applicable to such Participant, if such retirement benefit were determined without regard to the benefit and compensation limitations imposed by the Code.

(a)

The amount credited each year to the Account of a Participant hired before January 1, 2002 shall be calculated as an actuarially determined level percentage of the participant’s projected compensation that amortizes the present value of the supplemental benefits described below over the period remaining until the Participant attains age 65. The Supplemental Benefit shall be equal to the excess of:

(i)

the projected retirement benefit to which the Participant would have been entitled at age 65 if such benefit were calculated without giving effect to the benefit and compensation limitations imposed by the Code if such benefit were calculated under the Pension Plan’s defined benefit formula in effect December 31, 2001 (“Defined Benefit Formula”); over

(ii)	the projected retirement benefit payable to the Participant under the Pension Plan’s Cash Balance Formula at age 65 or, for Participant’s in the Pension Plan’s Transition Group, the Pension Plan’s Defined Benefit Formula at age 65.

(b)

Employer Credits credited to the Account of a Participant hired on or after January 1, 2002 shall be calculated as an actuarially determined level percentage of the participant’s projected compensation that amortizes the present value of the supplemental benefits described below over the period remaining until the Participant attains age 65. The Supplemental Benefit shall be equal to the excess of:

(i)

the projected retirement benefit to which the Participant would have been entitled at age 65 if such benefit were calculated without giving effect to the benefit and compensation limitations imposed by the Code if such benefit were calculated under the Pension Plan’s “Cash Balance Formula” in effect April 1, 2002; over

(ii)	the retirement benefit payable to the Participant under the Pension Plan’s Cash Balance Formula at age 65.

3.2	Last Day Requirement. A Participant must be employed on the last day of the Plan Year in order to be eligible to receive an additional amount credited to his or her Account in a given Plan Year.

3.3

Calculation of Employer Credits. Present value assumptions regarding cost of living increases, salary scale, discount rate, interest credits and any other assumptions as may reasonably be necessary for purposes of calculating the amount to be credited to a Participant’s Account each Plan Year shall be determined by the Administrator.

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3.4	Time of Contributions. Employer funds set aside in order to facilitate the payments of benefits under this Plan in accordance with Section 8.2 shall be transferred to the Trust at such time as the Employer shall determine.

3.5

Withholding. From time to time, the Employer shall withhold from the Participant’s cash Compensation, such Participant’s share of taxes under the Federal Insurance Contributions Act (“FICA”) and other applicable taxes that are required to be withheld with respect to Employer Credits (and to the extent required under regulations, income attributable thereto) as they vest and become subject to FICA taxes and other withholding (collectively, “Withholding Requirements”). To the extent that there is insufficient remaining cash Compensation to satisfy all applicable Withholding Requirements as they come due, the Employer reserves the right to reduce a Participant’s Deferrals under the Weingarten Realty Investors Deferred Compensation Plan to the extent necessary to satisfy such Withholding Requirements. In the event there is insufficient cash Compensation to satisfy all applicable Withholding Requirements as they come due, even after reducing a Participant’s Deferrals, such Participant shall be obligated to remit payment to the Employer, in such form as is acceptable to the Employer, sufficient to satisfy any remaining Withholding Requirements.

3.6

Prior Participation in the Benefit Restoration Plan. In accordance with the terms of the Weingarten Realty Investors Retirement Benefit Restoration Plan (“Benefit Restoration Plan”), upon commencement of participation in this Plan a Participant will not be eligible to receive a supplemental restoration benefit under the Benefit Restoration Plan. In such event, the amount credited to the Participant’s Plan Account upon his or her commencement of participation in this Plan shall equal the amount, if any, credited to his or her account in the Benefit Restoration Plan immediately prior to such commencement of participation.

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Article IV - Vesting

4.1	Vesting of Account. A Participant’s Account shall be 0% vested until a Participant has completed 5 Vesting Years of Service at which time he or she shall be 100% vested.

4.2	Vesting in Event of Retirement, Disability, or Death.

(a)	A Participant shall be fully vested in the amounts credited to his or her Account if the Participant (i) retires after attaining age 65 or (ii) retires after attaining age 55 with the consent and approval of the Administrator.

(b)	A Participant who terminates employment due to Disability shall be fully vested in the amounts credited to his or her Account.

(c)	A Participant who terminates employment due to death shall be fully vested in the amounts credited to his or her Account.

4.3	Amounts Not Vested. Any amounts credited to a Participant's Account that are not vested at the time of his or her termination of employment with the Employer shall be forfeited.

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Article V - Accounts

5.1	Bookkeeping Accounts. The Administrator shall establish and maintain a bookkeeping account in the name of each Participant.

5.2	Adjustment and Crediting of Accounts.

(a)	The Administrator shall adjust the amounts credited to each Participant’s Account to reflect Employer Credits, distributions, interest, and any other appropriate adjustments. Such adjustments shall be made as administratively determined in the discretion of the Administrator.

(b)	The interest credited to a Participant’s Account shall be a fixed rate of return assumption equal to seven and one-half percent (7.5%). The rate of return assumption may be changed on a prospective basis by the Administrator in its discretion.

5.3

Investment of Trust Assets. Employer contributions or funds set aside in order to facilitate the payments of benefits under this Plan in accordance with Article VIII may, in the sole discretion of the Employer, be set aside in a Trust in order to facilitate the payments of benefits under this Plan. Any such Trust assets shall be invested in accordance with the terms of the applicable Trust Agreement. Under no circumstances shall any Participant have any preferential or secured right to or interest in any assets of such Trust, and the rights of each Participant (and if applicable, any beneficiary or survivor annuitant) shall remain that of a general creditor.

5.4

Forfeitures. Excess Employer contributions or funds held in the Trust resulting from forfeiture of amounts credited to a Participant's Account shall continue to be held in the Trust and invested at the discretion of the Employer. Such amounts may be used to reduce succeeding Employer contributions to the Trust made for the purpose of funding the benefits due under this Plan. If no further Employer Contributions will be made, then such forfeitures shall be returned to the Employer.

5.5

Employer Stock Account. In the discretion of the Employer and by separate agreement between a Participant or retiree and the Administrator, the individual Participant Account of a Participant or retiree may, in lieu of being credited with interest in accordance with Section 5.2 above, be adjusted by reference to the value of shares of Employer stock credited to such Participant’s or retiree’s Account.

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Article VI - Distributions

6.1

Distribution Election. Distribution of the value of a Participant’s Account shall be made in accordance with his or her election which indicates the Participant’s choice with respect to the form and timing of his or her distribution among the options available under section 6.2 hereof. Such distribution election must be made in a form approved by the Administrator for that purpose. To be effective, such distribution election must be filed at least 12 months prior to the date the Participant’s vested Account is to be distributed. In the event the Participant files more than one distribution election, the last effective distribution election shall control.

6.2	Commencement of Payment.

(a)

Upon the death of a Participant, all amounts credited to his or her Account(s) shall be payable to his or her beneficiary or beneficiaries, as determined under Article VII hereof, in one of the following forms: (i) in a lump sum payment; or (ii) in annual installments over a period of up to twenty (20) years (as elected by the Participant). Such payments shall commence as soon as administratively feasible immediately after the Participant's death, unless the Employer, in its sole discretion shall consent to an amendment or modification to such distribution election and/or a deferral of the commencement date.

(b)

Upon the Disability of a Participant, all amounts credited to his or her Account(s) shall be paid to the Participant, (i) in a lump sum payment; or (ii) in annual installments over a period of up to twenty (20) years (as elected by the Participant). Such payments shall commence as soon as administratively feasible immediately after the Participant's disability, unless the Employer, in its sole discretion shall consent to an amendment or modification to such distribution election and/or a deferral of the commencement date.

(c)

Upon the termination of employment of a Participant for any reason other than Retirement, death or Disability, vested amounts credited to his or her Account(s) shall be payable in one of the following forms: (i) in a lump sum payment; or (ii) in annual installments over a period of up to twenty (20) years (as elected by the Participant). Such payments shall commence as soon as administratively feasible immediately after the Participant's termination of employment, unless the Employer, in its sole discretion shall consent to an amendment or modification to such distribution election and/or a deferral of the commencement date.

(d)

Upon Retirement, all amounts credited to his or her Account(s) shall be payable in one of the following forms: (i) in a lump sum payment, (ii) in annual installments over a period of up to twenty (20) years, (iii) a single life annuity or (iv) a joint and 50, 75 or 100 percent survivor annuity (as elected by the Participant). Account payments shall commence as soon as administratively feasible immediately after the Participant's Retirement unless the Employer, in its sole discretion shall consent to an amendment or modification to such distribution election and/or a deferral of the commencement date. If payment is to be made in the form of an annuity, the amount payable to a Participant (and if applicable, the survivor annuitant) as an annuity shall be determined, in the sole discretion of the Administrator, by reference to a commercial annuity which could be purchased from an insurer with the Participant's vested Account at the time such payments are to commence. Under no circumstances shall the Participant have any preferential or secured right to or interest in any annuity contract purchased from an insurer by the Employer or Trustee, and the rights of such Participant (and if applicable, the survivor annuitant) shall remain that of a general creditor.

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6.3

Minimum Distribution. Notwithstanding any provision to the contrary, if the balance of a Participant's Account at the time of a termination due to Retirement or Disability is less than $50,000 (or such other uniform threshold amount established by the Administrator), then the Participant shall be paid his or her benefits as a single lump sum as soon as administratively feasible following said termination or commencement date.

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Article VII - Beneficiaries

7.1	Beneficiaries. Each Participant may from time to time designate one or more persons, entities or his or her estate as his or her beneficiary under the Plan. Such designation shall be made on a form prescribed by the Administrator.

7.2	Change of Beneficiary Designation. Each Participant may at any time and from time to time, change any previous beneficiary designation, without notice to or consent of any previously designated beneficiary, by amending his or her previous designation on a form prescribed by the Administrator.

7.3	Determination of Beneficiary.

(a)

If the beneficiary does not survive the Participant (or is otherwise unavailable to receive payment), if the beneficiary does not survive until the final payment is made or if no beneficiary is validly designated, then the amounts payable under this Plan (or any remaining amount, as the case may be) shall be paid to the Participant's designated contingent beneficiary, if any, and, if none, to the Participant’s surviving spouse, if any, and if none, to his or her surviving issue per stirpes, if any, and, if none, to his or her estate and such person shall be deemed to be a beneficiary hereunder. (For purposes of this Article, a per stirpes distribution to surviving issue means a distribution to such issue as representatives of the branches of the descendants of such Participant; equal shares are allotted for each living child and for the descendants as a group of each deceased child of the deceased Participant).

(b)	If more than one person is the beneficiary of a deceased Participant, each such person shall receive a pro rata share of any death benefit payable unless otherwise designated on the applicable form.

(c)	If a beneficiary who is receiving benefits dies, all benefits that were payable to such beneficiary shall then be payable to the estate of that beneficiary.

(d)

If the Administrator has any doubt as to the proper Beneficiary to receive payments hereunder, the Employer shall have the right to withhold such payments until the matter is finally adjudicated. However, any payment made by the Employer, in good faith and in accordance with this Plan, shall fully discharge the Employer from all further obligations with respect to that payment.

7.4	Lost Beneficiary.

(a)	All Participants and beneficiaries shall have the obligation to keep the Administrator informed of their current address until such time as all benefits due have been paid.

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(b)

If a Participant or beneficiary cannot be located by the Administrator exercising due diligence, then, in its sole discretion, the Administrator may presume that the Participant or beneficiary is deceased for purposes of the Plan and all unpaid amounts (net of due diligence expenses) owed to the Participant or beneficiary shall be paid to his/her estate. Any such presumption of death shall be final, conclusive and binding on all parties.

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Article VIII - Funding

8.1

Prohibition Against Funding. Benefits payable under this Plan shall be paid from the general assets of the Employer, or at the discretion of the Employer, from assets set aside in a trust for deferring the cost of providing the benefits due under this Plan; provided, however, that no person entitled to payment under this Plan shall have any claim, right, priority, security interest, or other interest in any fund, trust, account, or other asset of the Employer that may be looked to for such payment. The liability for the payment of benefits hereunder shall be evidenced only by this Plan and by the existence of a bookkeeping accounts established and maintained by the Employer for purposes of this Plan. It is the express intention of the parties hereto that this arrangement shall be unfunded for tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended.

8.2	Deposits in Trust. Notwithstanding section 8.1, or any other provision of this Plan to the contrary, the Employer may deposit into the Trust any amounts it deems appropriate to pay the benefits under this Plan. The amounts so deposited shall remain the general assets of the Employer.

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Article IX - Claims Administration

9.1

General. In the event that a Participant or his or her beneficiary does not receive any Plan benefit that is claimed, such Participant or beneficiary shall be entitled to consideration and review as provided in this Article. Such consideration and review shall be conducted in a manner designed to comply with section 503 of the Employee Retirement Income Security Act of 1974, as amended.

9.2

Claim Review. Upon receipt of any written claim for benefits, the Administrator shall be notified and shall give due consideration to the claim presented. If the claim is denied to any extent by the Administrator, the Administrator shall furnish the claimant with a written notice setting forth (in a manner calculated to be understood by the claimant):

(a)	the specific reason or reasons for denial of the claim;

(b)	a specific reference to the Plan provisions on which the denial is based;

(c)	a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and.

(d)	an explanation of the provisions of this Article.

9.3

Right of Appeal. A claimant who has a claim denied under section 9.2 may appeal to the Administrator for reconsideration of that claim. A request for reconsideration under this section must be filed by written notice within sixty (60) days after receipt by the claimant of the notice of denial under section 9.2.

9.4

Review of Appeal. Upon receipt of an appeal the Administrator shall promptly take action to give due consideration to the appeal. Such consideration may include a hearing of the parties involved, if the Administrator feels such a hearing is necessary. In preparing for this appeal the claimant shall be given the right to review pertinent documents and the right to submit in writing a statement of issues and comments. After consideration of the merits of the appeal the Administrator shall issue a written decision which shall be binding on all parties. The decision shall be written in a manner calculated to be understood by the claimant and shall specifically state its reasons and pertinent Plan provisions on which it relies. The Administrator's decision shall be issued within sixty (60) days after the appeal is filed, except that if a hearing is held the decision may be issued within one hundred twenty (120) days after the appeal is filed.

9.5	Designation. The Administrator may designate one or more of its members or any other person of its choosing to make any determination otherwise required under this Article.

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Article X - General Provisions

10.1	Administrator.

(a)

The Administrator is expressly empowered to deposit amounts into Trust(s) in accordance with this Plan; to interpret the Plan, and to determine all questions arising in the administration, interpretation and application of the Plan; to employ actuaries, accountants, counsel, and other persons it deems necessary in connection with the administration of the Plan; to request any information from the Employer it deems necessary to determine whether the Employer would be considered insolvent or subject to a proceeding in bankruptcy; and to take all other necessary and proper actions to fulfill its duties as Administrator.

(b)	The Administrator shall not be liable for any actions by it hereunder, unless due to its own negligence, willful misconduct or lack of good faith.

(c)

The Administrator shall be indemnified and saved harmless by the Employer from and against all personal liability to which it may be subject by reason of any act done or omitted to be done in its official capacity as Administrator in good faith in the administration of the Plan and Trust, including all expenses reasonably incurred in its defense in the event the Employer fails to provide such defense upon the request of the Administrator. The Administrator is relieved of all responsibility in connection with its duties hereunder to the fullest extent permitted by law, short of breach of duty to the beneficiaries.

10.2

No Assignment. Benefits or payments under this Plan shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors of the Participant or the Participant's beneficiary, whether voluntary or involuntary, and any attempt to so anticipate, alienate, sell, transfer, assign, pledge, encumber, attach or garnish the same shall not be valid, nor shall any such benefit or payment be in any way liable for or subject to the debts, contracts, liabilities, engagement or torts of any Participant or beneficiary, or any other person entitled to such benefit or payment pursuant to the terms of this Plan, except to such extent as may be required by law. If any Participant or beneficiary or any other person entitled to a benefit or payment pursuant to the terms of this Plan becomes bankrupt or attempts to anticipate, alienate, sell, transfer, assign, pledge, encumber, attach or garnish any benefit or payment under this Plan, in whole or in part, or if any attempt is made to subject any such benefit or payment, in whole or in part, to the debts, contracts, liabilities, engagements or torts of the Participant or beneficiary or any other person entitled to any such benefit or payment pursuant to the terms of this Plan, then such benefit or payment, in the discretion of the Administrator, shall cease and terminate with respect to such Participant or beneficiary, or any other such person.

10.3

No Employment Rights. Participation in this Plan shall not be construed to confer upon any Participant the legal right to be retained in the employ of the Employer, or give a Participant or beneficiary, or any other person, any right to any payment whatsoever, except to the extent of the benefits provided for hereunder.Each Participant shall remain subject to discharge to the same extent as if this Plan had never been adopted.

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10.4

Incompetence. If the Administrator determines that any person to whom a benefit is payable under this Plan is incompetent by reason of physical or mental disability, the Administrator shall have the power to cause the payments becoming due to such person to be made to another for his or her benefit without responsibility of the Administrator or the Employer to see to the application of such payments. Any payment made pursuant to such power shall, as to such payment, operate as a complete discharge of the Employer, the Administrator and the Trustee.

10.5

Identity. If, at any time, any doubt exists as to the identity of any person entitled to any payment hereunder or the amount or time of such payment, the Administrator shall be entitled to hold such sum until such identity or amount or time is determined or until an order of a court of competent jurisdiction is obtained. The Administrator shall also be entitled to pay such sum into court in accordance with the appropriate rules of law. Any expenses incurred by the Employer, Administrator, and Trust incident to such proceeding or litigation shall be charged against the Account of the affected Participant.

10.6	Other Benefits. The benefits of each Participant or beneficiary hereunder shall be in addition to any benefits paid or payable to or on account of the Participant or beneficiary under any other pension, disability, annuity or retirement plan or policy whatsoever.

10.7

No Liability. No liability shall attach to or be incurred by any manager of the Employer, Trustee or any Administrator under or by reason of the terms, conditions and provisions contained in this Plan, or for the acts or decisions taken or made thereunder or in connection therewith; and as a condition precedent to the establishment of this Plan or the receipt of benefits thereunder, or both, such liability, if any, is expressly waived and released by each Participant and by any and all persons claiming under or through any Participant or any other person. Such waiver and release shall be conclusively evidenced by any act or participation in or the acceptance of benefits or the making of any election under this Plan.

10.8	Expenses. All expenses incurred in the administration of the Plan, whether incurred by the Employer or the Plan, shall be paid by the Employer.

10.9

Insolvency. Should the Employer be considered insolvent (as defined by the Trust), the Employer, through its Board and chief executive officer, shall give immediate written notice of such to the Administrator of the Plan and the Trustee. Upon receipt of such notice, the Administrator or Trustee shall comply with the terms of the Trust.

10.10

Amendment and Termination.

(a)

Except as otherwise provided in this section, the Employer shall have the sole authority to modify, amend or terminate this Plan; provided, however, that any modification or termination of this Plan shall not reduce, without the consent of a Participant, a Participant's right to any amounts already credited to his or her Account, or lengthen the time period for a distribution from an established Account. Following such Plan termination, payment of such credited amounts shall be made in a single sum payment.

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(b)	A Participant shall have a right to the vested portion of his or her Account in the event of the termination of the Plan pursuant to section (a), above.

10.11

Employer Determinations. Any determinations, actions or decisions of the Employer (including but not limited to, Plan amendments and Plan termination) shall be made by the Board in accordance with its established procedures or by such other individuals, groups or organizations that have been properly delegated by the Board to make such determination or decision.

10.12

Construction. All questions of interpretation, construction or application arising under or concerning the terms of this Plan shall be decided by the Administrator, in its sole and final discretion, whose decision shall be final, binding and conclusive upon all persons.

10.13

Governing Law. This Plan shall be governed by, construed and administered in accordance with the applicable provisions of the Employee Retirement Income Security Act of 1974, as amended, and any other applicable federal law, provided, however, that to the extent not preempted by federal law this Plan shall be governed by, construed and administered under the laws of the State of Texas, other than its laws respecting choice of law.

10.14

Severability. If any provision of this Plan is held invalid or unenforceable, its invalidity or unenforceability shall not affect any other provision of this Plan and this Plan shall be construed and enforced as if such provision had not been included therein. If the inclusion of any Employee (or Employees) as a Participant under this Plan would cause the Plan to fail to be maintained solely for a select group of highly compensated or management employees, then the Plan shall be severed with respect to such Employee or Employees who shall be considered to be participating in a separate arrangement.

10.15

Entire Agreement. This instrument contains the entire terms of the Plan and supersedes any prior understandings or written documents which have heretofore set forth the terms of the Plan and/or any oral agreements between the Employer and any of the Participants respecting the within subject matter. No modification, amendment, change, or discharge of any term or provision of this Plan shall be valid or binding unless the same is in writing and signed by a duly authorized officer of the Employer.

10.16

Headings. The Article headings contained herein are inserted only as a matter of convenience and for reference and in no way define, limit, enlarge or describe the scope or intent of this Plan nor in any way shall they affect this Plan or the construction of any provision thereof.

10.17

Terms. Capitalized terms shall have meanings as defined herein. Singular nouns shall be read as plural, masculine pronouns shall be read as feminine, and vice versa, as appropriate.

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[signature page to follow]

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IN WITNESS WHEREOF, WEINGARTEN REALTY INVESTORS has caused this instrument to be executed by its duly authorized officer, effective as of September 1, 2002.

WEINGARTEN REALTY INVESTORS

By: /s/ Stephen Richter

Name: Stephen Richter

Title: Sr. Vice President/CFO
Date: 8-23-02

EX-10.11 3 ex10_11.htm EXHIBIT 10.11 TO 2Q2005 FORM 10-Q FIRST AMENDMENT TO THE WEINGARTEN REALTY INVESTORS SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Exhibit 10.11 to 2Q2005 Form 10-Q First Amendment to the Weingarten Realty Investors Supplemental Executive Retirement Plan

Exhibit 10.11

FIRST AMENDMENT

TO THE

WEINGARTEN REALTY INVESTORS SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

WHEREAS, Weingarten Realty Investors (the “Employer”) adopted the Weingarten Realty Investors Supplemental Executive Retirement Plan (the “Plan”), most recently amended and restated effective September 1, 2002; and

WHEREAS, the purpose of the plan is to supplement the retirement benefit provided under the terms of the Weingarten Realty Retirement Plan, as amended (the "Pension Plan") for selected eligible employees; and

WHEREAS, the Sponsor desires to amend the definition of “Compensation” in the Plan (referred to hereafter as “Earnings”) applied in the calculation of benefits under the Plan and to adopt certain conforming amendments under the Plan as hereafter provided;

NOW, THEREFORE, the Sponsor amends the Plan as follows:

Effective January 1, 2003, Article I, Section 1.6 “Compensation” is renumbered to Section 1.7 and is amended in its entirety to read hereafter as follows:

1.7 The Earnings of a Participant shall have the same meaning as Section 1.1(p) of the Pension Plan except that the following modifications to such definition shall apply for purposes of the Plan:

(a)	Earnings shall be increased by:

(i)	the fair market value (determined by the Board) of restricted stock awards granted during the Plan Year;

(ii)	the fair market value (determined by the Board) of stock options granted during the Plan Year; and

(b)	Earnings shall be decreased by:

(i)	any amount realized from the exercise of a non-statutory stock option or from a disqualifying disposition of an incentive stock option during the Plan Year;

(ii)	any amount includable in income derived from a non-qualified deferred compensation plan during the Plan Year;

(iii)

any amount includable in income by reason of a Participant becoming substantially vested in any restricted stock award or other transfer of property subject to Section 83 of the Code during the Plan Year; and

(c)	Earnings shall be determined without regard to any dollar limitation imposed by Section 401(a)(17) of the Code for such Plan Year.

Effective January 1, 2003, Article I, Section 1.7 “Disability” is renumbered as Section 1.6.

Effective January 1, 2003, Article I, Section 1.17 is amended by the addition of the following sentence:

“Retirement Age” shall mean the latest of the attainment of age 65, the completion of five (5) years of participation in the Plan, or the Participant’s attained age.

Effective January 1, 2003, Article III, Section 3.1 of the Plan is amended as underscored to read hereafter as follows:

3.1

Employer Credits. The Employer shall credit to the Account of each Participant an amount each Plan Year which is designed to provide the Participant a supplemental retirement benefit at Retirement Age equal to the additional retirement benefit he would have accrued under the Employer’s Pension Plan, as applicable to such Participant, if such retirement benefit were determined without regard to the benefit and compensation limitations imposed by the Code, but calculated applying the definition of “Earnings” contained herein.

(a)

The amount credited each Plan Year to the Account of a Participant hired before January 1, 2002 shall be calculated as an actuarially determined level percentage of the participant’s projected compensation that amortizes the unfunded present value of the Supplemental Benefit described below over the period remaining until the Participant attains Retirement Age. The Supplemental Benefit shall be equal to the excess of:

(i)

the projected retirement benefit to which the Participant would have been entitled at Retirement Age if such benefit were calculated without giving effect to the benefit and compensation limitations imposed by the Code if such benefit were calculated under the Pension Plan’s defined benefit formula in effect December 31, 2001 (“Defined Benefit Formula”), but applying the definition of “Earnings” contained herein; over

(ii)	the projected retirement benefit payable to the Participant under the Pension Plan’s Cash Balance Formula at Retirement Age or, for Participant’s in the Pension Plan’s Transition Group, the Pension Plan’s Defined Benefit Formula at Retirement Age.

(b)

Employer Credits credited to the Account of a Participant hired on or after January 1, 2002 shall be calculated as an actuarially determined level percentage of the participant’s projected compensation that amortizes the unfunded present value of the Supplemental Benefit described below over the period remaining until the Participant attains Retirement Age. The Supplemental Benefit shall be equal to the excess of:

(i)

the projected retirement benefit to which the Participant would have been entitled at Retirement Age if such benefit were calculated without giving effect to the benefit and compensation limitations imposed by the Code if such benefit were calculated under the Pension Plan’s “Cash Balance Formula” in effect April 1, 2002, but applying the definition of “Earnings” contained herein; over

(ii)	the retirement benefit payable to the Participant under the Pension Plan’s Cash Balance Formula at Retirement Age.

IN WITNESS WHEREOF, the Sponsor has executed this instrument this 3 day of November, 2003.

Weingarten Realty Investors

By: /s/ Stephen Richter

Title: Senior VP/CFO

EX-10.12 4 ex10_12.htm EXHIBIT 10.12 TO 2Q2005 FORM 10-Q SECOND AMENDMENT TO THE WEINGARTEN REALTY INVESTORS SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Exhibit 10.12 to 2Q2005 Form 10-Q Second Amendment to the Weingarten Realty Investors Supplemental Executive Retirement Plan

Exhibit 10.12

SECOND AMENDMENT

TO THE

WEINGARTEN REALTY INVESTORS SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

WHEREAS, Weingarten Realty Investors (the “Employer”) adopted the Weingarten Realty Investors Supplemental Executive Retirement Plan (the “Plan”), most recently restated effective September 1, 2002;

WHEREAS, the Employer subsequently amended the Plan on November 3, 2003;

WHEREAS, the Sponsor desires to add a definition for “Retirement Age” under the Plan; and,

WHEREAS, the Sponsor desires to amend the allocation of “Employer Credits” under the Plan.

NOW, THEREFORE, the Sponsor amends the Plan as follows:

Effective January 1, 2003, Article I, Section 1.17 is amended by the addition of the following sentence:

“Retirement Age” shall mean the latest of the attainment of age 65, the completion of five (5) years of participation in the Plan, or the Participant’s attained age.

Effective January 1, 2003, Article III, Section 3.1 of the Plan is amended as underscored to read hereafter as follows:

3.1

(a)

(i)

(ii)	the projected retirement benefit payable to the Participant under the Pension Plan’s Cash Balance Formula at Retirement Age or, for Participant’s in the Pension Plan’s Transition Group, the Pension Plan’s Defined Benefit Formula at Retirement Age.

(b)

Employer Credits credited to the Account of a Participant hired on or after January 1, 2002 shall be calculated as an actuarially determined level percentage of the participant’s projected compensation that amortizes the unfunded present value of the Supplemental Benefit described below over the period remaining until the Participant attains Retirement Age. The Supplemental Benefit shall be equal to the excess of:

(i)

the projected retirement benefit to which the Participant would have been entitled at Retirement Age if such benefit were calculated without giving effect to the benefit and compensation limitations imposed by the Code if such benefit were calculated under the Pension Plan’s “Cash Balance Formula” in effect April 1, 2002, but applying the definition of “Earnings” contained herein; over

(ii)	the retirement benefit payable to the Participant under the Pension Plan’s Cash Balance Formula at Retirement Age.

IN WITNESS WHEREOF, the Sponsor has executed this instrument this 22 day of October, 2004.

Weingarten Realty Investors

By: /s/ Stephen Richter

Title: SR VP, CFO

EX-10.13 5 ex10_13.htm EXHIBIT 10.13 TO 2Q2005 FORM 10-Q THIRD AMENDMENT TO THE WEINGARTEN REALTY INVESTORS SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Exhibit 10.13 to 2Q2005 Form 10-Q Third Amendment to the Weingarten Realty Investors Supplemental Executive Retirement Plan

Exhibit 10.13

THIRD AMENDMENT

TO THE

WEINGARTEN REALTY INVESTORS

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

WHEREAS, Weingarten Realty Investors (the “Sponsor”) adopted the Weingarten Realty Investors Supplemental Executive Retirement Plan (the “Plan”), adopted September 1, 2002; and

WHEREAS, the Sponsor desires to amend the Plan to clarify that amounts which in prior years have been electively deferred by certain Participants are to be treated as a separate benefit;

NOW, THEREFORE, the Sponsor amends the Plan as follows:

Effective January 1, 2004, Article III, Section 3.1 of the Plan is amended by the addition of the following paragraph:

The Administrator shall maintain a Deferral Contribution Account for each Participant who has made elective deferrals to the Plan. The initial balance in each Deferral Contribution Account shall be determined, as of December 31, 2003, by the Administrator. Each Deferral Contribution Account shall be adjusted thereafter to reflect interest at the rate specified in Section 5.2(b), distributions and any other appropriate adjustments as administratively determined in the discretion of the Administrator. A Participant shall be entitled to the amount credited to the Participant’s Deferral Contribution Account in addition to the Supplemental Benefit provided hereunder. A Participant’s Deferral Account shall not be considered part of such Participant’s funded Supplemental Benefit for purposes of determining the amount of Employer Credits under this Section 3.1, but shall be payable at the time a Participant’s Supplemental Benefit is payable.

IN WITNESS WHEREOF, the Sponsor has executed this instrument this 22 day of October, 2004.

Weingarten Realty Investors

By: /s/ Stephen Richter

Title: SR VP, CFO

EX-10.14 6 ex10_14.htm EXHIBIT 10.14 TO 2Q2005 FORM 10-Q WEINGARTEN REALTY INVESTORS RETIREMENT BENEFIT RESTORATION PLAN Exhibit 10.14 to 2Q2005 Form 10-Q Weingarten Realty Investors Retirement Benefit Restoration Plan

Exhibit 10.14

WEINGARTEN REALTY INVESTORS

RETIREMENT BENEFIT RESTORATION PLAN

WEINGARTEN REALTY INVESTORS

RETIREMENT BENEFIT RESTORATION PLAN

Table of Contents

		Page
Article I - Definitions		2
1.1	Account	2
1.2	Administrator	2
1.3	Board	2
1.4	Bonus	2
1.5	Code	2
1.6	Compensation	2
1.7	Disability	2
1.8	Effective Date	2
1.9	Eligible Employee	2
1.10	Employee	2
1.11	Employer Contribution	2
1.12	Employer Credit	2
1.13	Participant	2
1.14	Participation Agreement	2
1.15	Pension Plan	3
1.16	Plan Year	3
1.17	Retirement	3
1.18	Salary	3
1.19	Trust	3
1.20	Trustee	3
1.21	Vesting Year of Service	3
Article II - Participation		4
2.1	Commencement of Participation	4
Article III - Retirement Restoration Benefit		5
3.1	Employer Credits	5
3.2	Last Day Requirement	5
3.3	Calculation of Employer Credits	5
3.4	Time of Contributions	5
Article IV - Vesting		7
4.1	Vesting of Account	7
4.2	Vesting in Event of Retirement, Disability, or Death	7
4.3	Amounts Not Vested	7
Article V - Accounts		8
5.1	Bookkeeping Accounts	8
5.2	Adjustment of Accounts.	8
5.3	Investment of Trust Assets	8
5.4	Forfeitures	8
Article VI - Distributions		9

6.1	Distribution Election	9
6.2	Commencement of Payment	9
6.3	Minimum Distribution	10
Article VII - Beneficiaries		11
7.1	Beneficiaries	11
7.2	Change of Beneficiary Designation	11
7.3	Determination of Beneficiary.	11
7.4	Lost Beneficiary.	11
Article VIII - Funding		13
8.1	Prohibition Against Funding	13
8.2	Deposits in Trust	13
Article IX - Claims Administration		14
9.1	General	14
9.2	Claim Review	14
9.3	Right of Appeal	14
9.4	Review of Appeal	14
9.5	Designation	14
Article X - General Provisions		15
10.1	Administrator	15
10.2	No Assignment	15
10.3	No Employment Rights	15
10.4	Incompetence	16
10.5	Identity	16
10.6	Other Benefits	16
10.7	No Liability	16
10.8	Expenses	16
10.9	Insolvency	16
10.10	Amendment and Termination	16
10.11	Employer Determinations	17
10.12	Construction	17
10.13	Governing Law	17
10.14	Severability	17
10.15	Headings	17
10.16	Terms	18

WEINGARTEN REALTY INVESTORS

RETIREMENT BENEFIT RESTORATION PLAN

RECITALS

Weingarten Realty Investors (“Employer”), a Texas Real Estate Investment Trust, hereby establishes the Weingarten Realty Investors Retirement Benefit Restoration Plan (“Plan”).

The purpose of the Plan is to provide eligible employees a supplemental benefit equal to the additional retirement benefit he or she would have received under the Weingarten Realty Investors Retirement Plan if such Participant’s benefit were determined under the provisions of such plan in effect on December 31, 2001 (“Defined Benefit Formula”).

NOW THEREFORE, the Employer hereby adopts the Plan effective September 1, 2002, as follows:

-1-

Article I - Definitions

1.1	Account. The bookkeeping account established for each Participant as provided in section 5.1 hereof.

1.2	Administrator. The individual serving as the Director of Human Resources for the Employer or such other person duly authorized by the Executive Committee of the Board of Managers. The Administrator shall be the agent for the Employer with respect to the Trust.

1.3	Board. The Board of Trust Managers of the Employer.

1.4

1.5	Code. The Internal Revenue Code of 1986, as amended.

1.6	Compensation. The Participant's earned income, including Salary, Bonus and other remuneration from the Employer.

1.7	Disability. As defined by the Weingarten Realty Investors Long Term Disability Plan.

1.8	Effective Date. The Effective Date shall be September 1, 2002.

1.9	Eligible Employee. An Employee shall be considered an Eligible Employee if such Employee is designated as an Eligible Employee by the Employer.

1.10	Employee. Any person employed by the Employer.

1.11	Employer Contribution. Assets set aside or transferred to a trust at the discretion of the Employer in order to fund the benefits due under this Plan. Participants shall have no right or claim to such Employer Contributions, which shall remain the general assets of the Employer.

1.12	Employer Credit. The amount credited to the bookkeeping Account of a Participant in accordance with Article III.

1.13	Participant. An Eligible Employee who is a Participant as provided in Article II.

1.14	Participation Agreement. The separate written agreement, submitted to the Administrator, by which an Eligible Employee agrees to participate in the Plan and designates the form and timing of the distribution of his or her Accounts.

-2-

1.15	Pension Plan. The Weingarten Realty Investors Retirement Plan.

1.16	Plan Year. The twelve month period beginning January 1 and ending December 31.

1.17	Retirement. Retirement means a Participant has retired from the employ of the Employer (i) on or after age 65 or (ii) with the consent of the Administrator, on or after age 55.

1.18

1.19

1.20	Trustee. The trustee and any successor trustee that shall become trustee pursuant to the terms of a separate trust agreement which is made a part of this Plan.

1.21	Vesting Year of Service. Vesting Year of Service shall be each 12 month period of employment with the Employer commencing with the Participant's date of hire.

********

-3-

Article II - Participation

2.1

********

-4-

Article III - Retirement Restoration Benefit

3.1

Employer Credits. The Employer shall credit to the Account of each Participant an amount each year designed to provide the Participant a benefit equal to the additional retirement benefit he or she would have received under the Pension Plan if such benefit were determined under the Pension Plan’s Defined Benefit Formula in effect December 31, 2001. The amount credited each year to the Account of a Participant shall be calculated as an actuarially determined level percentage of the participant’s projected compensation that amortizes the present value of the restoration benefits described below over the period remaining until the Participant attains age 65. The restoration benefit shall be equal to the excess of:

(i)	the projected retirement benefit to which the Participant would have been entitled at age 65 if such benefit were calculated under the Pension Plan’s Defined Benefit Formula in effect December 31, 2001; over

(ii)	the projected retirement benefit payable to the Participant at age 65 under the Pension Plan’s Cash Balance Formula in effect April 1, 2002.

3.2	Last Day Requirement. A Participant must be employed on the last day of the Plan Year in order to be eligible to receive an additional amount credited to his or her Account in a given Plan Year.

3.3	Calculation of Employer Credits. Present value assumptions regarding cost of living increases, salary scale, discount rate, interest credits and any other assumptions as necessary shall be determined by Employer.

3.4	Time of Contributions. Employer funds set aside in order to facilitate the payments of benefits under this Plan in accordance with Section 8.2 shall be transferred to the Trust at such time as the Employer shall determine.

3.5

-5-

3.6

Participation in Weingarten SERP. If a Participant becomes eligible to participate in the Weingarten Realty Investors Supplemental Executive Retirement Plan (“SERP”), the Participant will not be eligible to receive a supplemental restoration benefit under this Plan. In such event, the amount credited to the Participant’s SERP account upon his or her commencement of participation in the SERP shall equal the amount, if any, credited to his or her Account in this Plan immediately prior to such commencement of participation.

********

-6-

Article IV - Vesting

4.1	Vesting of Account. A Participant’s Account shall be 0% vested until a Participant has completed 5 Vesting Years of Service at which time he or she shall be 100% vested.

4.2	Vesting in Event of Retirement, Disability, or Death.

(a)	A Participant shall be fully vested in the amounts credited to his or her Account if the Participant (i) retires after attaining age 65 or (ii) retires after attaining age 55 with the consent and approval of the Administrator.

(b)	A Participant who terminates employment due to Disability shall be fully vested in the amounts credited to his or her Account.

(c)	A Participant who terminates employment due to death shall be fully vested in the amounts credited to his or her Account.

4.3	Amounts Not Vested. Any amounts credited to a Participant's Account that are not vested at the time of his or her termination of employment with the Employer shall be forfeited.

********

-7-

Article V - Accounts

5.1	Bookkeeping Accounts. The Administrator shall establish and maintain a bookkeeping account in the name of each Participant.

5.2	Adjustment of Accounts.

(a)	The Administrator shall adjust the amounts credited to each Participant’s Account to reflect Employer Credits, distributions, interest, and any other appropriate adjustments. Such adjustments shall be made as frequently as is administratively necessary in the discretion of the Administrator.

(b)	The interest credited to a Participant’s Account shall be a fixed rate of return assumption equal to seven and one-half percent (7.5%). The rate of return assumption may be changed on a prospective basis by the Administrator in its discretion.

5.3

5.4

********

-8-

Article VI - Distributions

6.1

6.2	Commencement of Payment.

(a)

(b)

(c)

(d)

-9-

6.3

********

-10-

Article VII - Beneficiaries

7.1	Beneficiaries. Each Participant may from time to time designate one or more persons, entities or his or her estate as his or her beneficiary under the Plan. Such designation shall be made on a form prescribed by the Administrator.

7.2	Change of Beneficiary Designation. Each Participant may at any time and from time to time, change any previous beneficiary designation, without notice to or consent of any previously designated beneficiary, by amending his or her previous designation on a form prescribed by the Administrator.

7.3	Determination of Beneficiary.

(a)

(b)	If more than one person is the beneficiary of a deceased Participant, each such person shall receive a pro rata share of any death benefit payable unless otherwise designated on the applicable form.

(c)	If a beneficiary who is receiving benefits dies, all benefits that were payable to such beneficiary shall then be payable to the estate of that beneficiary.

(d)

7.4	Lost Beneficiary.

(a)	All Participants and beneficiaries shall have the obligation to keep the Administrator informed of their current address until such time as all benefits due have been paid.

-11-

(b)

********

-12-

Article VIII - Funding

8.1

8.2	Deposits in Trust. Notwithstanding section 8.1, or any other provision of this Plan to the contrary, the Employer may deposit into the Trust any amounts it deems appropriate to pay the benefits under this Plan. The amounts so deposited shall remain the general assets of the Employer.

********

-13-

Article IX - Claims Administration

9.1

9.2

(a)	the specific reason or reasons for denial of the claim;

(b)	a specific reference to the Plan provisions on which the denial is based;

(c)	a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and.

(d)	an explanation of the provisions of this Article.

9.3

9.4

9.5	Designation. The Administrator may designate one or more of its members or any other person of its choosing to make any determination otherwise required under this Article.

********

-14-

Article X - General Provisions

10.1	Administrator.

(a)

(b)	The Administrator shall not be liable for any actions by it hereunder, unless due to its own negligence, willful misconduct or lack of good faith.

(c)

10.2

10.3

-15-

10.4

10.5

10.6	Other Benefits. The benefits of each Participant or beneficiary hereunder shall be in addition to any benefits paid or payable to or on account of the Participant or beneficiary under any other pension, disability, annuity or retirement plan or policy whatsoever.

10.7

10.8	Expenses. All expenses incurred in the administration of the Plan, whether incurred by the Employer or the Plan, shall be paid by the Employer.

10.9

10.10

Amendment and Termination.

(a)

-16-

(b)	A Participant shall have a right to the vested portion of his or her Account in the event of the termination of the Plan pursuant to section (a), above.

(c)	Any funds remaining in the Trust after termination of the Plan and satisfaction of all liabilities to Participants and others, shall be returned to the Employer.

10.11

10.12

10.13

10.14

10.15

10.16

-17-

10.17

Terms. Capitalized terms shall have meanings as defined herein. Singular nouns shall be read as plural, masculine pronouns shall be read as feminine, and vice versa, as appropriate.

********

[signature page to follow]

-18-

IN WITNESS WHEREOF, WEINGARTEN REALTY INVESTORS has caused this instrument to be executed by its duly authorized officer, effective as of September 1, 2002.

WEINGARTEN REALTY INVESTORS

By: /s/ Stephen Richter

Name: Stephen Richter

Title: Sr. Vice President / CFO

Date: 8-23-02

-19-

EX-10.15 7 ex10_15.htm EXHIBIT 10.15 TO 2Q2005 FORM 10-Q FIRST AMENDMENT TO THE WEINGARTEN REALTY INVESTORS RETIREMENT BENEFIT RESTORATION PLAN Exhibit 10.15 to 2Q2005 Form 10-Q First Amendment to the Weingarten Realty Investors Retirement Benefit Restoration Plan

Exhibit 10.15

FIRST AMENDMENT

TO THE

WEINGARTEN REALTY INVESTORS RETIREMENT BENEFIT RESTORATION PLAN

WHEREAS, Weingarten Realty Investors (the “Sponsor”) adopted the Weingarten Realty Investors Retirement Benefit Restoration Plan (the “Plan”), adopted September 1, 2002; and

WHEREAS, the Sponsor desires to amend the definition of “Compensation” (referred to hereafter as “Earnings”) applied in the calculation of benefits under the Plan and to adopt certain conforming amendments as hereafter provided;

NOW, THEREFORE, the Sponsor amends the Plan as follows:

Effective January 1, 2003, Article I, Section 1.6 “Compensation” is renumbered to Section 1.7 and is amended in its entirety to read as follows:

1.7	The Earnings of a Participant shall have the same meaning as Section 1.1(p) of the Pension Plan except that the following modifications to such definition shall apply for purposes of the Plan:

(a)	Earnings shall be increased by:

(i)	the fair market value (determined by the Board) of restricted stock awards granted during the Plan Year;

(ii)	the fair market value (determined by the Board) of stock options granted during the Plan Year; and

(b)	Earnings shall be decreased by:

(i)	any amount realized from the exercise of a non-statutory stock option or from a disqualifying disposition of an incentive stock option during the Plan Year;

(ii)	any amount includable in income derived from a non-qualified deferred compensation plan during the Plan Year;

(iii)

Effective January 1, 2003, Article I, Section 1.7 “Disability” is renumbered as Section 1.6.

Effective January 1, 2003, Article I, Section 1.17 is amended by the addition of the following sentence:

“Retirement Age” shall mean the latest of the attainment of age 65, the completion of five (5) years of participation in the Plan, or the Participant’s attained age.

Effective January 1, 2003, Article III, Section 3.1 of the Plan is amended as underscored to read as follows:

3.1

Employer Credits. The Employer shall credit to the Account of each Participant an amount each year designed to provide the Participant a benefit equal to the additional retirement benefit he or she would have received under the Pension Plan if such benefit were determined under the Pension Plan’s Defined Benefit Formula in effect December 31, 2001, but applying the definition of “Earnings” contained herein. The amount credited each Plan Year to the Account of a Participant shall be calculated as an actuarially determined level percentage of the participant’s projected Earnings that amortizes the unfunded present value of the Restoration Benefit described below over the period remaining until the Participant attains Retirement Age. The Restoration Benefit shall be equal to the excess of:

(i)	the projected retirement benefit to which the Participant would have been entitled at Retirement Age if such benefit were calculated under the Pension Plan’s Defined Benefit Formula in effect December 31, 2001, but applying the definition of “Earnings” contained herein; over

(ii)	the projected retirement benefit payable to the Participant at Retirement Age under the Pension Plan’s Cash Balance Formula in effect April 1, 2002.

IN WITNESS WHEREOF, the Sponsor has executed this instrument this 3 day of November, 2003.

Weingarten Realty Investors

By: /s/ Stephen Richter

Title: Sr. Vice President, CFO

EX-10.16 8 ex10_16.htm EXHIBIT 10.16 TO 2Q2005 FORM 10-Q SECOND AMENDMENT TO THE WEINGARTEN REALTY INVESTORS RETIREMENT BENEFIT RESTORATION PLAN Exhibit 10.16 to 2Q2005 Form 10-Q Second Amendment to the Weingarten Realty Investors Retirement Benefit Restoration Plan

Exhibit 10.16

SECOND AMENDMENT

TO THE

WEINGARTEN REALTY INVESTORS RETIREMENT BENEFIT RESTORATION PLAN

WHEREAS, Weingarten Realty Investors (the “Sponsor”) adopted the Weingarten Realty Investors Retirement Benefit Restoration Plan (the “Plan”) on September 1, 2002;

WHEREAS, the Sponsor subsequently amended the Plan on November 3, 2003;

WHEREAS, the Sponsor desires to add a definition for “Retirement Age” under the Plan; and,

WHEREAS, the Sponsor desires to amend the allocation of “Employer Credits” under the Plan.

NOW, THEREFORE, the Sponsor amends the Plan as follows:

Effective January 1, 2003, Article I, Section 1.17 is amended by the addition of the following sentence:

“Retirement Age” shall mean the latest of the attainment of age 65, the completion of five (5) years of participation in the Plan, or the Participant’s attained age.

Effective January 1, 2003, Article III, Section 3.1 of the Plan is amended as underscored to read as follows:

3.1

Employer Credits. The Employer shall credit to the Account of each Participant an amount each year designed to provide the Participant a benefit equal to the additional retirement benefit he or she would have received under the Pension Plan if such benefit were determined under the Pension Plan’s Defined Benefit Formula in effect December 31, 2001, but applying the definition of “Earnings” contained herein. The amount credited each Plan Year to the Account of a Participant shall be calculated as an actuarially determined level percentage of the participant’s projected Earnings that amortizes the unfunded present value of the Restoration Benefit described below over the period remaining until the Participant attains Retirement Age. The Restoration Benefit shall be equal to the excess of:

(i)	the projected retirement benefit to which the Participant would have been entitled at Retirement Age if such benefit were calculated under the Pension Plan’s Defined Benefit Formula in effect December 31, 2001, but applying the definition of “Earnings” contained herein; over

(ii)	the projected retirement benefit payable to the Participant at Retirement Age under the Pension Plan’s Cash Balance Formula in effect April 1, 2002.

IN WITNESS WHEREOF, the Sponsor has executed this instrument this 22 day of October, 2004.

Weingarten Realty Investors

By: /s/ Stephen Richter

Title: Sr. VP, CFO

EX-10.17 9 ex10_17.htm EXHIBIT 10.17 TO 2Q2005 FORM 10-Q WEINGARTEN REALTY INVESTORS DEFERRED COMPENSATION PLAN Exhibit 10.17 to 2Q2005 Form 10-Q Weingarten Realty Investors Deferred Compensation Plan

Exhibit 10.17

WEINGARTEN REALTY INVESTORS DEFERRED COMPENSATION PLAN

Table of Contents

Page

Article I - Definitions		2
1.1	Account	2
1.2	Administrator	2
1.3	Board	2
1.4	Bonus	2
1.5	Code	2
1.6	Compensation	2
1.7	Deferrals	2
1.8	Deferral Election	2
1.9	Disability	2
1.10	Effective Date	2
1.11	Eligible Employee	2
1.12	Employee	2
1.13	Investment Fund or Funds	2
1.14	Participant	2
1.15	Plan Year	3
1.16	Retirement	3
1.17	Salary	3
1.18	Trust	3
1.19	Trustee	3
1.20	Unforeseeable Financial Emergency	3
Article II - Participation		4
2.1	Commencement of Participation	4
2.2	Change in Eligible Employee Status	4
Article III - Contributions		5
3.1	Employer Deferrals	5
3.2	Time of Contributions	6
3.3	Form of Contributions	6
Article IV - Vesting		7
4.1	Vesting of Deferrals	7
Article V - Accounts		8
5.1	Bookkeeping Accounts	8
5.2	Adjustment and Crediting of Accounts.	8
5.3	Investment of Trust Assets	8
Article VI - Distributions		10

6.1	Distribution Election	10
6.2	Payment Options	10
6.3	Commencement of Payment upon Death, Disability or Termination	10
6.3	Minimum Distribution	11
Article VII - Beneficiaries		12
7.1	Beneficiaries	12
7.2	Change of Beneficiary Designation	12
7.3	Determination of Beneficiary.	12
7.4	Lost Beneficiary.	12
Article VIII - Funding		14
8.1	Prohibition Against Funding	14
8.2	Deposits in Trust	14
8.3	Withholding of Employee Contributions	14
Article IX - Claims Administration		15
9.1	General	15
9.2	Claim Review	15
9.3	Right of Appeal	15
9.4	Review of Appeal	15
9.5	Designation	15
Article X - General Provisions		16
10.1	Administrator	16
10.2	No Assignment	16
10.3	No Employment Rights	16
10.4	Incompetence	17
10.5	Identity	17
10.6	Other Benefits	17
10.7	No Liability	17
10.8	Expenses	17
10.9	Insolvency	17
10.10	Amendment and Termination	17
10.11	Employer Determinations	18
10.12	Construction	18
10.13	Governing Law	18
10.14	Severability	18
10.15	Headings	18
10.16	Terms	18

WEINGARTEN REALTY INVESTORS DEFERRED COMPENSATION PLAN

RECITALS

Weingarten Realty Investors (“Employer”), a Texas Real Estate Investment Trust, previously adopted the Weingarten Realty Investors Deferred Compensation Plan (“Plan”) for the purpose of attracting and retaining a select group of management or highly compensated employees.

The Plan previously provided both a deferred compensation benefit and a supplemental executive retirement benefit.

NOW THEREFORE, the Employer hereby amends and restates the Plan as a separate and independent plan, effective September 1, 2002, which shall provide eligible employees with a deferred compensation benefit.

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Article I - Definitions

1.1	Account. The bookkeeping account established for each Participant as provided in section 5.1 hereof.

1.2	Administrator. The individual serving as the Director of Human Resources for the Employer or such other person duly authorized by the Executive Committee of the Board of Managers. The Administrator shall be the agent for the Employer with respect to the Trust.

1.3	Board. The Board of Trust Managers of the Employer.

1.4

Bonus. Compensation which is designated as a bonus by the Employer and which relates to services performed during an incentive period by an Eligible Employee in addition to his or her Salary, including any pretax elective deferrals from said Bonus to any Employer sponsored plan that includes amounts deferred under a Deferral Election or a qualified cash or deferred arrangement under Code Section 401 (k) or cafeteria plan under Code Section 125.

1.5	Code. The Internal Revenue Code of 1986, as amended.

1.6	Compensation. The Participant's earned income, including Salary, Bonus and other remuneration from the Employer.

1.7	Deferrals. The portion of Compensation that a Participant elects to defer in accordance with section 3.1 hereof.

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

1.9	Disability. As defined by the Weingarten Realty Investors Long Term Disability Plan.

1.10	Effective Date. The Effective Date of this Restatement shall be September 1, 2002. The Plan was previously restated effective December 1, 1999.

1.11	Eligible Employee. An Employee shall be considered an Eligible Employee if such Employee is designated as an Eligible Employee by the Employer.

1.12	Employee. Any person employed by the Employer.

1.13	Investment Fund or Funds. Each deemed investment which serves as a means to measure value, increases or decreases with respect to a Participant's Accounts, which may be made designated, from time to time, by the Employer.

1.14	Participant. An Eligible Employee who is a Participant as provided in Article II.

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1.15	Plan Year. January 1, through December 31.

1.16	Retirement. Retirement means a Participant has retired from the employ of the Employer (i) on or after age 65 or (ii) with the consent of the Administrator, on or after age 55.

1.17

Salary. An Eligible Employee's base salary rate or rates in effect at any time during a Plan year, including any pretax elective deferrals from said Salary to any Employer sponsored plan that includes amounts deferred under a Deferral Election or a qualified cash or deferred arrangement under Code Section 401 (k) or cafeteria plan under Code Section 125.

1.18

1.19	Trustee. The entity or individual designated from time to time by the Board to serve as trustee in accordance with the terms of the Plan.

1.20

Unforeseeable Financial Emergency. Means an unexpected need of a Participant for cash that (i) arises from an illness, casualty loss, sudden financial reversal or such other unforeseeable occurrence that is caused by an even beyond the control of such Participant, (ii) would result in severe financial hardship to such Participant if his compensation deferral election was not cancelled pursuant to Section 3.1(h), and (iii) is not reasonably satisfied from other resources of such Participant. Cash needs arising from foreseeable events, such as the purchase of a house or education expenses for children, shall not be considered to be the result of an Unforeseeable Financial Emergency.

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Article II - Participation

2.1

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

2.2	Change in Eligible Employee Status.

(a)	A participant who is no longer an Eligible Employee shall not be permitted to submit a Deferral Election and all Deferrals 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.

(b)	Amounts credited to the Account of a Participant described in subsection (a) shall continue to be held, pursuant to the terms of the Plan and shall be distributed as provided in Article VI.

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Article III - Contributions

3.1	Employee Deferrals.

(a)

The Employer shall credit to the Account of a Participant an amount equal to the amount designated in the Participant's Deferral Election for that Plan Year. Such amounts shall not be made available to such Participant, except as provided in Article VI, and shall reduce such Participant's Compensation from the Employer in accordance with the provisions of the applicable Deferral Election; provided, however, that all such amounts shall be subject to the rights of the general creditors of the Employer as provided in Article VIII.

(b)

Each Eligible Employee shall deliver a Deferral Election to the Employer before any Deferrals can become effective. Such Deferral Election shall be void with respect to any Deferral unless submitted before the beginning of the calendar year during which the amount to be deferred will be earned; provided, however, that in the year in which the Plan is first adopted or an Employee is first eligible to participate, such Deferral Election shall be filed within thirty (30) days of the date on which the Plan is adopted or the date on which an Employee is first eligible to participate, respectively, with respect to Compensation earned during the remainder of the calendar year.

(c)

The Deferral Election shall, subject to the limitations set forth in section 3.1 hereof, designate the amount of Compensation deferred by each Participant, the subaccount, if any, as set forth in subsection (e), below, the beneficiary or beneficiaries of the Participant and such other items as the Administrator may prescribe. Such designations shall remain effective unless amended as provided in subsection (d), below.

(d)	A Participant may amend his or her Deferral Election from time to time; provided, however, that any amendment to the amount of a Participant's Deferrals shall comply with the provisions of subsection (b), above.

(e)	A Participant may direct his or her Deferral to be credited to one or more subaccounts as may be established, as provided in Article V, by the Participant at the time of the Deferral Election.

(f)	The minimum amount that may be deferred each Plan Year is five thousand dollars ($5,000).

(g)	The maximum amount that may be deferred each Plan Year shall be established by the Administrator from time to time.

(h)

For each payroll period, the Employer shall withhold from that portion of a Participant’s Compensation that is not deferred hereunder, such Participant’s share of taxes under the Federal Insurance Contributions Act (“FICA”) and other applicable taxes that are required to be withheld with respect to (1) Deferrals, and (2) Employer Contributions as they vest and become subject to FICA taxes and other withholding (collectively, “Withholding Requirements”). To the extent that there is insufficient remaining cash Compensation to satisfy all applicable Withholding Requirements as they come due, the Employer reserves the right to reduce a Participant’s Deferrals to the extent necessary to satisfy such Withholding Requirements. In the event there is insufficient cash Compensation to satisfy all applicable Withholding Requirements as they come due, even after reducing a Participant’s Deferrals, such Participant shall be obligated to remit payment to the Employer, in such form as is acceptable to the Employer, sufficient to satisfy any remaining Withholding Requirements.

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(i)

In the event of an Unforeseeable Financial Emergency a Participant may, with the written consent of the Administrator, terminate future participation by filing with the Administrator a written request to so terminate participation. Upon termination of participation, no further reductions shall be made in the Participant's base Salary or Bonus pursuant to the Deferral Agreement. Such a hardship termination will not make the Participant ineligible to participate in future Plan Years.

3.2	Time of Contributions. Deferrals shall be transferred to the Trust as soon as administratively feasible following the close of each month. The Employer shall also transmit at that time any necessary instructions regarding the allocation of such amounts among the Accounts of Participants.

3.3	Form of Contributions. All Deferrals to the Trust shall be made in the form of cash or cash equivalents of US currency.

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Article IV - Vesting

4.1	Vesting of Deferrals.A Participant shall have a 100% vested right to the portion of his or her Account attributable to Deferrals and any earnings on the deemed investment of such Deferrals.

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Article V - Accounts

5.1	Bookkeeping Accounts. The Administrator shall establish and maintain a bookkeeping account in the name of each Participant. The Administrator shall also establish subaccounts, as provided in subsection (a), (b), or (c), below, as elected by the Participant pursuant to Article III.

(a)	A Retirement Account shall be established for each Participant.

(b)

One or more Education Accounts shall be established for each Participant in the name of a "Student" in accordance with the Participant’s Deferral Election. For purposes of this Article, Student shall mean a child, grandchild, niece or nephew of the Participant that has not yet attained the age of fifteen (15) at the time the account is initially established. A Participant may have a maximum of five (5) education subaccounts at any time.

(c)

One or more Fixed Period Accounts shall be established in accordance with the Participant’s Deferral Election. The Participant must designate the year of distribution at the time the account is initially established. The minimum initial deferral period for each subaccount shall be three (3) years. A Participant may have a maximum of five (5) fixed period subaccounts at any time.

5.2	Adjustment and Crediting of Accounts.

(a)

The Administrator shall adjust the amounts credited to each Participant's Account to reflect Deferrals, distributions, deemed investment experience of the Participant’s Investment Fund selections and any other appropriate adjustments. Such adjustments shall be made as is administratively necessary in the discretion of the Administrator.

(b)

The deemed investment experience credited to a Participant’s Account shall be determined on a periodic basis according to the earnings and losses of the Investment Fund selections made by the Participant pursuant to his or her Deferral Election. The earning and losses will be determined as if the amount credited to the Participant Account were actually invested in the Investment Fund selected. Participants may select one or more of the Investment Funds designated by the Administrator in whole percentages of the applicable Account balance. A Participant may change his or her selection of Investment Funds at any time. An election shall be effective as soon as administratively feasible following the date of the change as indicated in writing by the Participant or such other means as the Administrator may approve.

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5.3

Investment of Trust Assets. Deferrals hereunder may, in the sole discretion of the Employer, be set aside in a Trust in order to facilitate the payments of benefits under this Plan. Any such Trust assets may be invested in an Investment Fund but are not required to be invested in individual accounts mirroring the bookkeeping Accounts established in Section 5.1. Any such Trust shall constitute an unfunded arrangement and shall not affect the status of the Plan as an unfunded plan. Under no circumstances shall any Participant have any preferential or secured right to or interest in any assets of such Trust, and the rights of each Participant (and if applicable, any beneficiary) shall remain that of a general creditor.

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Article VI - Distributions

6.1

Distribution Election. Distribution of the value of a Participant’s Accounts shall be made in accordance with his or her election which indicates the Participant’s choice with respect to the form and timing of his or her distribution among the options available under section 6.2 hereof. Such distribution election must be made in a form approved by the Administrator for that purpose. To be effective, such distribution election must be filed at least 12 months prior to the date the vested portion of the Participant’s Account is to be distributed. In the event the Participant files more than one distribution election, the last effective distribution election shall control. .

6.2	Payment Options.

(a)

Retirement Account distributions shall be payable in one of the following forms: (i) in a lump sum payment; or (ii) in annual installments over a period of up to twenty (20) years (as elected by the Participant). Retirement Account payments shall commence as soon as administratively feasible immediately after the Participant's Retirement, unless the Employer, in its sole discretion shall consent to an amendment or modification to such distribution election and/or a deferral of the commencement date.

(b)	Education Account distributions shall be paid in four annual installments on as soon as administratively feasible after the commencement of the of the calendar year in which the Student reaches age eighteen (18) and the three anniversaries thereof in the following amounts:

Year 1 25% of the account balance

Year 2 33% of the account balance

Year 3 50% of the account balance

Year 4 100% of the account balance

At the election of the Participant, at least 12 months prior to the date payments are to commence from an Education Account in accordance with the foregoing schedule, or in the event of the death of a Student prior to completion of the payments in accordance with the foregoing schedule, a Participant shall be entitled to re-designate any such amounts ( in the case of a Students death only to the extent payable more than twelve months thereafter) to be credited to another Education Account or to his or her Retirement Account or to a Fixed Period Account.

(c)	Fixed Period Account distributions shall be paid in one lump sum payment on January 1 (or as soon as administratively feasible thereafter) of the calendar year selected by the participant on his or her Deferral Election.

6.3	Commencement of Payment upon Death, Disability or Termination.

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(a)

Upon the death of a Participant, all amounts credited to his or her Account(s) shall be payable to his or her beneficiary or beneficiaries, in accordance to Section 7.3 below, in one of the following forms: (i) in a lump sum payment; or (ii) in annual installments over a period of up to twenty (20) years (as elected by the Participant). Such payments shall commence as soon as administratively feasible immediately after the Participant's death, in accordance with the Participant’s election, unless the Employer, in its sole discretion shall consent to an amendment or modification to such distribution election and/or a deferral of the commencement date.

(b)

(c)

6.4

Minimum Distribution. Notwithstanding any provision to the contrary, if the balance of a Participant's Retirement Account at the time of a termination due to Retirement is less than $50,000 (or such other uniform threshold amount established by the Administrator), the Participant shall be paid his or her benefits as a single lump sum as soon as administratively feasible following said termination date. If the balance of a Participant’s Education Account is first scheduled for payment is less than $4,000 (or such other uniform threshold amount established by the Administrator), the Participant shall be paid his or her benefits as a single lump sum as soon as administratively feasible following said commencement date.

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Article VII - Beneficiaries

7.1	Beneficiaries. Each Participant may from time to time designate one or more persons, entities or his or her estate as his or her beneficiary under the Plan. Such designation shall be made on a form prescribed by the Administrator.

7.2	Change of Beneficiary Designation. Each Participant may at any time and from time to time, change any previous beneficiary designation, without notice to or consent of any previously designated beneficiary, by amending his or her previous designation on a form prescribed by the Administrator.

7.3	Determination of Beneficiary.

(a)

(b)	If more than one person is the beneficiary of a deceased Participant, each such person shall receive a pro rata share of any death benefit payable unless otherwise designated on the applicable form.

(c)	If a beneficiary who is receiving benefits dies, all benefits that were payable to such beneficiary shall then be payable to the estate of that beneficiary.

(d)

7.4	Lost Beneficiary.

(a)	All Participants and beneficiaries shall have the obligation to keep the Administrator informed of their current address until such time as all benefits due have been paid.

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(b)

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Article VIII - Funding

8.1

8.2

Deposits in Trust. Notwithstanding section 8.1, or any other provision of this Plan to the contrary, the Employer may deposit into the Trust any amounts it deems appropriate to pay the benefits under this Plan. The amounts so deposited may include all contributions made pursuant to a Deferral Election by a Participant and shall remain the general assets of the Employer.

8.3

Withholding of Employee Contributions. The Administrator is authorized to make any and all necessary arrangements with the Employer in order to withhold the Participant's Deferrals under section 3.1 hereof from his or her Compensation. The Administrator shall determine the amount and timing of such withholding.

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Article IX - Claims Administration

9.1

9.2

(a)	the specific reason or reasons for denial of the claim;

(b)	a specific reference to the Plan provisions on which the denial is based;

(c)	a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and.

(d)	an explanation of the provisions of this Article.

9.3

9.4

9.5	Designation. The Administrator may designate one or more of its members or any other person of its choosing to make any determination otherwise required under this Article.

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Article X - General Provisions

10.1	Administrator.

(a)

The Administrator is expressly empowered to limit the amount of compensation that may be deferred; to deposit amounts into Trust(s) in accordance with this Plan; to interpret the Plan, and to determine all questions arising in the administration, interpretation and application of the Plan; to employ actuaries, accountants, counsel, and other persons it deems necessary in connection with the administration of the Plan; to request any information from the Employer it deems necessary to determine whether the Employer would be considered insolvent or subject to a proceeding in bankruptcy; and to take all other necessary and proper actions to fulfill its duties as Administrator.

(b)	The Administrator shall not be liable for any actions by it hereunder, unless due to its own negligence, willful misconduct or lack of good faith.

(c)

10.2

10.3

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10.4

10.5

10.6	Other Benefits. The benefits of each Participant or beneficiary hereunder shall be in addition to any benefits paid or payable to or on account of the Participant or beneficiary under any other pension, disability, annuity or retirement plan or policy whatsoever.

10.7

No Liability. No liability shall attach to or be incurred by any employee of the Employer, Trustee or any Administrator under or by reason of the terms, conditions and provisions contained in this Plan, or for the acts or decisions taken or made thereunder or in connection therewith; and as a condition precedent to the establishment of this Plan or the receipt of benefits thereunder, or both, such liability, if any, is expressly waived and released by each Participant and by any and all persons claiming under or through any Participant or any other person. Such waiver and release shall be conclusively evidenced by any act or participation in or the acceptance of benefits or the making of any election under this Plan.

10.8	Expenses. All expenses incurred in the administration of the Plan, whether incurred by the Employer or the Plan, shall be paid by the Employer.

10.9

10.10

Amendment and Termination.

(a)

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(b)	A Participant shall have a right to the vested portion of his or her Account in the event of the termination of the Plan pursuant to section (a), above.

10.11

10.12

10.13

10.14

10.15

10.16

10.17

Terms. Capitalized terms shall have meanings as defined herein. Singular nouns shall be read as plural, masculine pronouns shall be read as feminine, and vice versa, as appropriate.

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[signature page to follow]

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IN WITNESS WHEREOF, WEINGARTEN REALTY INVESTORS has caused this instrument to be executed by its duly authorized officer, effective as of September 1, 2002.

WEINGARTEN REALTY INVESTORS

By: /s/ Stephen Richter

Name: Stephen Richter

Title: Sr. Vice President / CFO

Date: 8-23-02

EX-10.18 10 ex10_18.htm EXHIBIT 10.18 TO 2Q2005 FORM 10-Q SUPPLEMENT TO THE WEINGARTEN REALTY INVESTORS DEFERRED COMPENSATION PLAN Exhibit 10.18 to 2Q2005 Form 10-Q Supplement to the Weingarten Realty Investors Deferred Compensation Plan

Exhibit 10.18

SUPPLEMENT 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 “Company”) has previously established the Weingarten Realty Investors Deferred Compensation Plan (the “Deferred Compensation Plan”), which has most recently been amended and restated effective September 1, 2002 under the terms of which selected employees and/or management are entitled to defer a portion of their compensation and/or receive discretionary contributions from the Company.

The Company 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 Share Options or Restricted Shares, as therein defined.

The Board of Trust Managers desires to amend and supplement the Deferred Compensation Plan to permit the deferral of an Award of Restricted Shares pursuant to the Long Term Incentive Plan.

NOW THEREFORE, the Company hereby amends and supplements the Deferred Compensation Plan by the addition of the following Article XI:

ARTICLE XI

Restricted Share Deferral

11.1 Any Member of the Board and any Participant shall be eligible to elect the deferral of an Award of Restricted Shares as defined in and pursuant to the Weingarten Realty Investors 2001 Long Term Incentive Plan (the “Long Term Incentive Plan”) which is incorporated herein by this reference. The manner and duration of such deferral shall be in accordance with the provisions of this Article XI.

11.2 Weingarten Restricted Stock Deferral. A Participant or Trust Manager may elect to defer all or a portion of the Award of Restricted Shares, on such terms as the Administrator may permit, by completing a Share Award Deferral Agreement and submitting it to the Administrator prior to the Award of Restricted Shares. Any election to defer all or a portion of the Award of Restricted Shares shall apply to any subsequent Award unless and until a revised Share Award Deferral Agreement is submitted to the Administrator. A deferral election shall be for a period of not less than five (5) years and shall not extend beyond the date of such Participant’s termination of employment or such Trust Manager ceasing to be a member of the Board, as the case may be. The Restricted Shares so deferred shall be issued to the Trustee to be held for the benefit of such Participant or Trust Manager. The Administrator shall credit such deferred Restricted Shares to a bookkeeping account (to be known as a “Weingarten Stock Account”) for the benefit of such Participant or Trust Manager.

11.3 Terms and Conditions of Awards. Any deferred Restricted Shares shall remain subject to the provisions of Section 4.3 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 Restriction Period, as defined under Section 4.3 of the Long Term Incentive Plan, has not expired at the end of the applicable Deferral Period elected under the Share Deferral Election Period, any Restricted Shares 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 through the expiration of the Restriction Period Restricted Shares distributed by the Trustee shall contain the legend provided under Section 4.3(d) of the Long Term Incentive Plan.

11.4 Dividends. Any dividends paid with respect to any shares held by the Trustees shall be distributed to Participant or Trust Manager for whose benefit such shares are held, subject, in the case of a Participant, to applicable withholding.

11.5 Definitions. All bolded terms in this Article XI shall have the meaning contained in the Long Term Incentive Plan.

Executed this 25 day of April, 2003.

WEINGARTEN REALTY INVESTORS

By:/s/ Stephen C. Richter

Name: Stephen C. Richter

Title: Sr. Vice President / CFO

EX-10.19 11 ex10_19.htm EXHIBIT 10.19 TO 2Q2005 FORM 10-Q FIRST AMENDMENT TO THE WEINGARTEN REALTY INVESTORS DEFERRED COMPENSATION PLAN Exhibit 10.19 to 2Q2005 Form 10-Q First Amendment to the Weingarten Realty Investors Deferred Compensation Plan

Exhibit 10.19

FIRST 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”), which has most recently been amended and restated effective September 1, 2002 under the terms of which selected employees and/or management are entitled to defer a portion of their compensation and/or receive discretionary contributions from the Employer.

The Employer has previously established the Weingarten Realty Investors 1993 Share Incentive Plan and the Weingarten Realty Investors 2001 Long Term Incentive Plan (collectively, the “Long Term Incentive Plan”) under which selected full-time employees, consultants and/or Trust Managers may be granted Share Options or Restricted Shares, as therein defined.

The Board of Trust Managers desires to amend and supplement the Deferred Compensation Plan to permit the deferral of an Award of Restricted Shares pursuant to the Long Term Incentive Plan.

NOW THEREFORE, the Employer hereby amends the Deferred Compensation Plan by the addition of the following Article XI:

ARTICLE XI

Restricted Share Deferral

11.1 Any Trust Manager and any Participant shall be eligible to elect the deferral of an Award of Restricted Shares as defined in and pursuant to the Weingarten Realty Investors 1993 Share Incentive Plan and the Weingarten Realty Investors 2001 Long Term Incentive Plan (collectively, the “Long Term Incentive Plan”) which are incorporated herein by this reference. Such election may be made with respect to either unvested Restricted Shares of a prior Award of Restricted Shares or as to any subsequent Award of Restricted Shares. The manner and duration of such deferral shall be in accordance with the provisions of this Article XI and in accordance with procedures established by the Administrator.

11.2 Weingarten Restricted Stock Deferral. A Participant or Trust Manager may elect to defer all or a portion of the Award of Restricted Shares, on such terms as the Administrator may permit, by completing a Share Award Deferral Agreement and submitting it to the Administrator prior to the Award of Restricted Shares. Any election to defer all or a portion of the Award of Restricted Shares shall apply to any subsequent Award unless and until a revised Share Award Deferral Agreement is submitted to the Administrator. A deferral election shall be irrevocable and shall be for a period of not less than five (5) years and shall not extend beyond the date of such Participant’s termination of employment or such Trust Manager ceasing to be a member of the Board, as the case may be (the “Share Deferral Period”). The Administrator shall credit such deferred Restricted Shares to a bookkeeping account (to be known as a “Weingarten Stock Account”) for the benefit of such Participant or Trust Manager. The Restricted Shares so deferred initially shall be accounted for by the Employer and shall be transferred to the Trustee at such time as the Employer shall, in its discretion, determine.

11.3 Terms and Conditions of Awards. Any deferred Restricted Shares 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 Restriction Period, as defined under the Long Term Incentive Plan, has not expired at the end of the applicable Deferral Period elected under the Share Deferral Election Period, any Restricted Shares 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 through the expiration of the Restriction Period Restricted Shares distributed by the Trustee shall contain the legend provided under the Long Term Incentive Plan. If the Restriction Period shall expire prior to the Share Deferral Election Period, a Trust Manager or Participant, subject to any applicable securities law restrictions, may direct that an equivalent amount in value of any such vested Deferred Shares credited to a Weingarten Stock Account for his or her benefit, be credited to an Investment Fund in lieu of such Deferred Shares, in which case the Participant’s benefit hereunder with respect to such amount thereafter shall be determined by reference to the Investment or Investment Fund so selected.

11.4 Dividends.

a. General. Unless a Dividend Deferral Election is made by the Trust Manager or Participant, any dividends payable with respect to any Restricted Shares shall be paid to the Participant or Trust Manager who deferred such Restricted Shares, subject, in the case of a Participant, to applicable withholding.

b. Dividend Deferral Election. In accordance with procedures and in such form as established by the Administrator, a Trust Manager or Participant, in connection with a deferral of an Award of Restricted Shares also may irrevocably elect to defer the receipt of the dividends payable with respect to some or all of the deferred Restricted Shares during the Share Deferral Period. In such case, any and all such dividends attributable thereto shall be paid by the Employer to the Trustee, and shall be held in trust and may be credited as either additional Deferred Shares or any other Investment or Investment Fund invested in accordance with the Trust Manager’s or Participant’s election under the terms of the Deferred Compensation Plan or subsequent investment election as herein provided. The account attributable to the dividends so deferred, adjusted for investment experience, as provided in the Deferred Compensation Plan, shall be distributed to the Trust Manager or Participant upon the expiration of the applicable Share Deferral Period.

11.5 Definitions. All bolded terms in this Article XI shall have the meaning contained in the Long Term Incentive Plan. For purposes of Section 1.13 of this Plan, “Investment Fund or Funds” shall include any deferred Restricted Shares or any deferred dividends to be credited as an equivalent amount in value of Deferred Shares.

Executed this 3 day of November, 2003.

WEINGARTEN REALTY INVESTORS

By: /s/ S. Richter

Name: S. Richter

Title: Sr. Vice President, CFO

EX-10.20 12 ex10_20.htm EXHIBIT 10.20 TO 2Q2005 FORM 10-Q SECOND AMENDMENT TO THE WEINGARTEN REALTY INVESTORS DEFERRED COMPENSATION PLAN Exhibit 10.20 to 2Q2005 Form 10-Q Second Amendment to the Weingarten Realty Investors Deferred Compensation Plan

Exhibit 10.20

SECOND AMENDMENT TO THE

WEINGARTEN REALTY INVESTORS

DEFERRED COMPENSATION PLAN

R E C I T A L S:

The Board of Trust Managers desires to amend and supplement the Deferred Compensation Plan to permit the deferral of an Award of Restricted Shares pursuant to the Long Term Incentive Plan.

NOW THEREFORE, the Employer hereby restates the Deferred Compensation Plan, Article XI, to be effective January 1, 2004 in its entirety as follows:

ARTICLE XI

Restricted Share Deferral

11.1 General. Any Trust Manager and any Participant shall be eligible to elect the deferral of an Award of Restricted Shares as defined in and pursuant to the Weingarten Realty Investors 1993 Share Incentive Plan and the Weingarten Realty Investors 2001 Long Term Incentive Plan, and any subsequently adopted incentive plan (collectively, the “Long Term Incentive Plan”) which are incorporated herein by this reference. Such election may be made with respect to either unvested Restricted Shares of a prior Award of Restricted Shares or as to any subsequent Award of Restricted Shares. The manner and duration of such deferral shall be in accordance with the provisions of this Article XI and in accordance with procedures established by the Administrator.

11.2 Weingarten Restricted Stock Deferral. A Participant or Trust Manager may elect to defer all or a portion of the Award of Restricted Shares, on such terms as the Administrator may permit, by completing a Share Award Deferral Agreement and submitting it to the Administrator prior to the Award of Restricted Shares. Any election to defer all or a portion of the Award of Restricted Shares shall apply to any subsequent Award unless and until a revised Share Award Deferral Agreement is submitted to the Administrator. Such deferral election shall be made pursuant to Section 3.1, above, in accordance with the provisions thereof (with respect to such deferrals, the “Share Deferral Period”). The Administrator shall credit such deferred Restricted Shares to a bookkeeping account (to be known as a “Weingarten Stock Account”) for the benefit of such Participant or Trust Manager. The Restricted Shares so deferred initially shall be accounted for by the Employer and shall be transferred to the Trustee at such time as the Employer shall, in its discretion, determine. Any Restricted Share deferral made prior to the effective date of this Second Amendment shall be revised to be consistent with this Section 11.2, as amended, in accordance with procedures established by the Administrator.

11.3 Terms and Conditions of Awards. Any deferred Restricted Shares 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 Restriction Period, as defined under the Long Term Incentive Plan, has not expired at the end of the applicable Share Deferral Period elected under the applicable Share Award Deferral Agreement, any Restricted Shares 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 through the expiration of the Restriction Period Restricted Shares distributed by the Trustee shall contain the legend provided under the Long Term Incentive Plan. If the Restriction Period shall expire prior to the Share Deferral Election Period, a Trust Manager or Participant, subject to any applicable securities law restrictions, may direct that an equivalent amount in value of any such vested Deferred Shares credited to a Weingarten Stock Account for his or her benefit, be credited to an Investment Fund in lieu of such Deferred Shares, in which case the Participant’s benefit hereunder with respect to such amount thereafter shall be determined by reference to the Investment or Investment Fund so selected.

11.4 Dividends.

b. Dividend Deferral Election. In accordance with procedures and in such form as may be established by the Administrator, a Trust Manager or Participant, in connection with a deferral of an Award of Restricted Shares also may irrevocably elect to defer the receipt of the dividends payable with respect to some or all of the deferred Restricted Shares during the Share Deferral Period. In such case, any and all such dividends attributable thereto shall be paid by the Employer to the Trustee, and shall be held in trust and may be credited as either additional Deferred Shares or any other Investment or Investment Fund invested in accordance with the Trust Manager’s or Participant’s election under the terms of the Deferred Compensation Plan or subsequent investment election as herein provided. The account attributable to the dividends so deferred, adjusted for investment experience, as provided in the Deferred Compensation Plan, shall be distributed to the Trust Manager or Participant upon the expiration of the applicable Share Deferral Period.

Executed this 22 day of October, 2004.

WEINGARTEN REALTY INVESTORS

By: /s/ Stephen Richter

Name: Stephen Richter

Title: Sr. VP, CFO

EX-10.21 13 ex10_21.htm EXHIBIT 10.21 TO 2Q2005 FORM 10-Q TRUST UNDER THE WEINGARTEN REALTY INVESTORS DEFERRED COMPENSATION PLAN Exhibit 10.21 to 2Q2005 Form 10-Q Trust Under the Weingarten Realty Investors Deferred Compensation Plan

Exhibit 10.21

TRUST UNDER THE

WEINGARTEN REALTY INVESTORS

DEFERRED COMPENSATION PLAN

THIS AGREEMENT is made this 21 day of October, 2003, by and between Weingarten Realty Investors, a real estate investment trust organized under the laws of the State of Texas and having its principal office and place of business in Houston, Texas (the "Company") and Reliance Trust Company, a trust organization under the laws of the United States of America and having its principal office and place of business in Atlanta, Georgia, as trustee (the “Trustee”).

RECITALS

WHEREAS, the Company previously has adopted the Weingarten Realty Investors Deferred Compensation Plan which is an unfunded executive benefit plan providing deferred compensation benefits to a select group of its management or highly compensated employees (collectively, the “Plan”); and

WHEREAS, the Plan provides for participation by certain identified employees of the Company and contemplates that other employees of the Company may become participants in the Plan; and

WHEREAS, the Company has incurred and expects to incur liability under the terms of the Plan with respect to the employees who participate in the Plan (the “Participants”); and

WHEREAS, the Company previously has established a trust (the "Trust") and now wishes to amend and restate the Trust to hold the Trust assets and to receive subsequent contributions by the Company to be held therein, subject to the claims of the Company's creditors in the event of the Company's insolvency, as herein defined, until paid to the Plan participants and their beneficiaries in such manner and at such times as specified in the Plan or paid to the Company in accordance herewith; and

WHEREAS, it is the intention of the parties that the Trust shall constitute an unfunded arrangement and shall not affect the status of the Plan as an unfunded Plan maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees according to Title I of the Employee Retirement Income Security Act of 1974 as amended; and

WHEREAS, it is the intention of the Company to make contributions to the Trust to provide a source of funds to assist it in the meeting of its liabilities under the Plan.

NOW, THEREFORE, the parties do hereby amend and restate the Trust and agree that the Trust shall be comprised, held and disposed of as follows:

SECTION 1. ESTABLISHMENT OF TRUST

(a) The Company hereby deposits with Trustee in trust $100.00, which shall become part of the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. The predecessor trustee shall transfer to the Trustee the amounts currently held in Trust hereunder prior to the appointment of the Trustee. The Company shall have the right to make additional deposits from time to time in its sole discretion.

(b) The Trust as amended and restated hereunder shall be irrevocable.

(c) The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of Subpart E, part I, subchapter J, chapter I, subtitle A of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and shall be construed accordingly.

(d) The Participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plan and this Trust Agreement shall be mere unsecured contractual rights of the Participants and their beneficiaries against their Employer. Any assets held by the Trust will be subject to the claims of the Company's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein.

(e) The Trustee agrees to accept additional deposits made by the Company pursuant to Section 1 (a) hereof, and contributions that are paid to it by the Company in accordance with the terms of this Trust Agreement. Such additional deposits and contributions shall be in cash or in such other form that may be acceptable to the Trustee, including but not limited to policies of life insurance. The Trustee shall have no duty to determine or collect contributions under the Plan and shall have no responsibility for any property until it is received and accepted by the Trustee. The Company shall have the sole duty and responsibility for the determination of the accuracy and sufficiency of the deposits and contributions to be made under the Plan, the transmittal of the same to the Trustee and compliance with any statute, regulation or rule applicable to contributions.

SECTION 2. PAYMENTS TO PARTICIPANTS AND THEIR BENEFICIARIES

(a) From time to time, the Company may deliver to the Trustee a schedule (the “Payment Schedule”) that indicates the amounts payable in respect of each Participant (and his or her beneficiaries), that provides a formula or other instructions for determining the amounts payable, the form in which such amounts are to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments to the Participants and their beneficiaries in accordance with such Payment Schedule. The Trustee shall make provision for the reporting and withholding of any federal, state or local taxes that may be required to be withheld with respect to the payment of benefits pursuant to the terms of the Payment Schedule and shall pay amounts withheld to the appropriate taxing authorities or determine that such amount have been reported, withheld and paid by the Company. If the principal of the Trust, and any earnings thereon, are not sufficient to make payments of benefits in accordance with the terms of the Payment Schedule, the Company shall make the balance of each such payment as it falls due. The Trustee shall notify the Company where principal and earnings are not sufficient.

(b) Upon the receipt by the Trustee of (i) a written notice from the Company, indicating that the Plan has been completely terminated and (ii) a Payment Schedule, indicating how payments shall be made as a result of the termination of the Plan, the Trustee shall pay to each Participant his or her account balance under the Plan in accordance with the terms of such Payment Schedule. Notwithstanding the foregoing, upon the termination of the Plan the Company shall be entitled to make payment of benefits directly to the Participant or their beneficiaries in accordance with subsection (f) below.

(c) The Company hereby agrees that the Authorized Party (as defined below) shall have the exclusive responsibility, and the Trustee shall not have any responsibility or duty under this Trust Agreement for determining that the Payment Schedule is in accordance with the terms of the Plan and applicable law, including without limitation, the amount, timing or method of payment and the identity of each person to whom such payments shall be made. The Trustee shall have no responsibility or duty to determine the tax effect of any payment or to see to the application of any payment.

(d) The entitlement of a Participant or his or her beneficiaries to the benefits under the Plan shall be determined by the Company or such party as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan.

(e) The Company may make payment of benefits directly to the Participants or their beneficiaries as they become due under the terms of the Plan. The Company shall notify the Trustee of its decision to make payment of benefits directly to Participants or their beneficiaries. If the Company makes payments according to this subsection the Company shall make provision for the reporting and withholding of any federal, state or local taxes that may be required to be withheld with respect to the payment of benefits pursuant to the terms of the Plan and shall pay amounts withheld to the appropriate taxing authorities.

(f) Company shall furnish the Trustee with a written list of the names, signatures and extent of authority of all persons authorized to direct Trustee and otherwise act on behalf of the Company and the Participants under the terms of this Trust Agreement (“Authorized Party”). The Trustee shall be entitled to rely on and shall be fully protected in acting upon direction from an Authorized Party until notified in writing by the Company, as appropriate, of a change of the identity of an Authorized Party.

(g) In accordance with the procedures mutually acceptable to the Company and Trustee, all directions and instructions to the Trustee from an Authorized Party, including but not limited to the Payment Schedule, shall be in writing, transmitted by mail or by facsimile or shall be an electronic transmission, provided the Trustee may, in its discretion, accept oral directions and instructions and may require confirmation in writing (“Authorized Instructions”).

SECTION 3. TRUSTEE RESPONSIBILITY REGARDING PAYMENT TO TRUST BENEFICIARY WHEN COMPANY IS INSOLVENT

(a) The Trustee shall cease payment of benefits to the Participants who are current or former employees of the Company and their beneficiaries if it receives notice that the Company is Insolvent. The Company shall be considered “Insolvent” for purposes of this Trust Agreement if (i) the Company is unable to pay its debts as they become due, or (ii) the Company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code.

(b) At all times during the continuance of this Trust, as provided in Section 1(d) hereof, the principal and income of the Trust shall be subject to claims of general creditors of the Company under federal and state law as set forth below.

(1) The Board of Directors and the Chief Executive Officer of the Company shall have the duty to inform the Trustee in writing of the Company's Insolvency. If a person claiming to be a creditor of the Company alleges in writing to the Trustee that the Company has become Insolvent, the Trustee shall determine whether the Company is Insolvent and, pending such determination, the Trustee may discontinue payment of benefits to the Participants or their beneficiaries.

(2) Unless the Trustee has actual knowledge of the Company's Insolvency, or has received notice from the Company or a person claiming to be a creditor alleging that the Company is Insolvent, the Trustee shall have no duty to inquire whether the Company is Insolvent. The Trustee may in all events rely on such evidence concerning the Company's solvency as may be furnished to the Trustee and that provides the Trustee with a reasonable basis for making a determination concerning the Company's solvency.

(3) If at any time the Trustee has determined that the Company is Insolvent, the Trustee shall discontinue payments of benefits to the Participants and their beneficiaries and shall hold the assets of the Trust for the benefit of the Company's general creditors. Nothing in this Trust Agreement shall in any way diminish any rights of the Participants or their beneficiaries to pursue their rights as general creditors of the Company with respect to benefits due under the Plan or otherwise.

(4) The Trustee shall resume the payment of benefits to the Participants or their beneficiaries in accordance with Section 2 of this Trust Agreement only after the Trustee has determined that the Company is not Insolvent (or is no longer Insolvent). The Trustee may rely on evidence concerning Insolvency as may be furnished to the Trustee and that provides the Trustee with a reasonable basis for making a determination concerning Insolvency. If there is a dispute about Insolvency, the Trustee shall have the right to require the Company to employ and pay for the services of an independent expert to render a written opinion to the Trustee addressing the question of Insolvency.

(c) Provided that there are sufficient assets, if the Trustee discontinues the payment of benefits from the Trust pursuant to Section 3(a) and (b) hereof and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments due to the Participants or their beneficiaries according to the terms of the Plan for the period of such discontinuance, less the aggregate amount of any payments made to Participants or their beneficiaries by the Company in lieu of the payments provided for hereunder during any such period of discontinuance. The Trustee may require a new Payment Schedule from the Company in such event.

SECTION 4. PAYMENTS TO COMPANY

(a) Except as provided in Sections 3 and in this Section 4 (b), because the Trust is irrevocable, in accordance with Section 1(b) hereof, the Company shall not have the right or the power to direct the Trustee to return to the Company or to divert to others any of the Trust assets before all payment of benefits have been made to Participants or their beneficiaries pursuant to the terms of the Plan.

(b) In the event the Company makes payment of benefits directly pursuant to Section 1 (e) hereof, the Company may file proof of such payment with the Trustee and request to be reimbursed for said payment. The Trustee shall reimburse the Company for amounts not exceeding the Company’s costs of making Plan payments. The Trustee shall not be obligated to verify the amount of payment beyond receipt of reasonable proof (e.g. cancelled check).

SECTION 5. INVESTMENT AUTHORITY

(a) The Trustee shall invest and reinvest the principal and income of the Trust as directed by Company or its properly designated agent which directions may be changed from time to time. To the maximum extent permitted by law, the Trustee shall have no duty or responsibility (i) to advise with respect to, or inquire as to the propriety of, any such investment direction or (ii) for any investment decisions made with respect to the Trust by the Company. In the absence of investment direction, the Trustee shall have no obligation to invest Trust assets, but may invest Trust assets in any manner permitted under Section 5(d).

(b) The Trustee may invest in securities (including stock or rights to acquire stock) or obligations issued by the Company. All rights associated with assets of the Trust shall be exercised by the Trustee and shall in no event be exercised by or rest with Plan participants, except that voting rights with respect to Trust assets will be exercised by the Company, unless an investment adviser has been appointed pursuant to Section 5(a) and voting authority has been delegated to such investment adviser.

(c) The Company shall have the right at any time, and from time to time in its sole discretion, to substitute assets of equal fair market value, for any asset held by the Trust. This right is exercisable by the Company in a non-fiduciary capacity without the approval or consent of any person in a fiduciary capacity.

(d) In administering the Trust and carrying out the instructions of the Company in accordance with Section 5(a) above, the Trustee shall be specifically authorized to:

(1) To invest and reinvest the Trust assets, together with the income therefrom, in common stock, preferred stock, convertible preferred stock, bonds, debentures, convertible debentures and bonds, mortgages, notes, commercial paper and other evidences of indebtedness (including those issued by the Trustee), shares of mutual funds, guaranteed investment contracts, bank investment contracts, other securities, policies of life insurance, other insurance contracts, annuity contracts, options, options to buy or sell securities or other assets, and all other property of any type (personal, real or mixed, and tangible or intangible);

(2) To deposit or invest all or any part of the assets of the Trust in savings accounts or certificates of deposit or other deposits in a bank or savings and loan association or other depository institution, provided such deposits bear a reasonable interest rate;

(3) To submit or cause to be submitted to the Company, all information received by the Trustee regarding ownership rights pertaining to property held in the Trust;

(4) To hold, manage, improve, repair and control all property, real or personal, forming part of the Trust; to sell, convey, transfer, exchange, partition, lease for any term, even extending beyond the duration of this Trust, and otherwise dispose of the same from time to time;

(5) To make, execute and deliver any and all documents, agreements or other instruments in writing as are necessary or desirable for the accomplishment of any of the powers and duties set forth in this Trust Agreement;

(6) To hold in cash, without liability for interest, such portion of the Trust as is pending investment, or payment of expenses, or the distribution of benefits;

(7) To take such actions as may be necessary or desirable to protect the Trust from loss due to the default on mortgages held in the Trust including with the consent of an Authorized Party the appointment of agents or trustees in such other jurisdictions as may seem desirable, the transfer of property to such agents or trustees as is necessary, or the grant to such agents such powers as are necessary or desirable to protect the Trust.

(8) To vote in person or by general or limited proxy, as directed by an Authorized Party, any securities in which the Trust is invested and similarly to exercise, personally or by general or limited power of attorney, as directed by an Authorized Party, any right appurtenant to any authorized investment held in the Trust.

(9) To maintain accounts at, execute transactions through, and lend on an adequately secured basis stocks, bonds or other securities to, any brokerage or other firm, including any firm which is an affiliate of Trustee;

(10) To exercise all of the further rights, powers, options and privileges granted, provided for, or vested in trustees generally under the laws of the state in which the Trustee has its principal place of business so that the powers conferred upon the Trustee herein shall not be in limitation of any authority conferred by law, but shall be in addition thereto.

(e) The Trustee may exercise the powers described in this Section 5(d) with or without Authorized Instructions, but where the Trustee acts on Authorized Instructions, the Trustee shall be fully protected as described in Section 9.

SECTION 6. ADDITIONAL POWERS OF TRUSTEE.

(a) To the extent necessary or which it deems appropriate to implement its powers under Section 5 or otherwise to fulfill any of its duties and responsibilities as Trustee of the Trust, the Trustee shall have the following additional powers and authority:

(1) To register securities, or any other property, in its name or in the name of any nominee, including the name of any affiliate or the nominee name designated by any affiliate, with or without indication of the capacity in which property shall be held, or to hold securities in bearer form and to deposit any securities or other property in a depository or clearing corporation;

(2) Upon receiving the consent of an Authorized Party, to designate and engage the services of, and to delegate powers and responsibilities to, such agents, representatives, advisers, counsel and accountants as the Trustee considers necessary or appropriate and, as part of its expenses under this Trust Agreement, to pay their reasonable expenses and compensation;

(3) To make, execute and deliver, as Trustee, any and all deeds, leases, mortgages, conveyances, waivers, releases or other instruments in writing necessary or appropriate for the accomplishment of any of the powers listed in this Trust Agreement; and

(4) Generally to do all other acts which the Trustee deems necessary or appropriate for the protection of the Trust.

(5) The Trustee at the direction of the Company may appoint a Custodian, acceptable to the Company, to safeguard the assets of the Trust. The Company hereby authorizes and directs the Trustee to enter into such agreements with the Custodian as may be necessary to establish an account with the Custodian. For administrative purposes, contributions deposited to the appointed Custodian shall be deemed as contributions deposited with the Trustee on behalf of the Trust.

SECTION 7. DISPOSITION OF INCOME.

During the term of this Trust, all income received by the Trust, net of expenses and taxes, shall be accumulated and reinvested.

SECTION 8. ACCOUNTING BY TRUSTEE.

(a) The Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between the Company and the Trustee. Within 90 days following the close of each calendar quarter, or at such other additional times as may be reasonably requested by the Company, and within 90 days after removal or resignation of the Trustee, the Trustee shall deliver to the Company a written account of its administration of the Trust during such year or during the period from the close of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities and other property held in the Trust at the end of such year or as of the date of such removal or resignation, as the case may be.

(b) The Trustee shall be entitled to rely on the Recordkeeper (the provider of recordkeeping services for the Plan Administrator) or the Custodial Agent (the custodian of investments), if any other than Trustee, for the maintenance and provision of all records specified in this Section 8.

SECTION 9. RESPONSIBILITY AND INDEMNITY OF THE TRUSTEE.

(a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Plan(s) and this Trust and is given in writing by the Company or in such other manner prescribed by the Trustee. In the absence of direction, request or approval from the Company, the Trustee shall also incur no liability to any person for any failure to perform an act not contemplated by or in conformity with, the terms of this Trust. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute.

(b) The Company hereby indemnifies the Trustee and each of its affiliates (collectively, the "Indemnified Parties") against, and shall hold them harmless from, any and all loss, claims, liability, and expense, including reasonable attorneys' fees, imposed upon or incurred by any Indemnified Party as a result of any acts taken, or any failure to act, in accordance with the directions from the Company or any designee of the Company, or by reason of the Indemnified Party's good faith execution of its duties with respect to the Trust, including, but not limited to, its holding of assets of the Trust, except the Trustee’s right of indemnification shall not extend to any and all loss, claims, liability or expense arising from its own negligence or willful misconduct. The Company's obligations in the foregoing regard shall be satisfied promptly by the Company, provided that in the event the loss, claim, liability or expense involved is determined by a no longer appealable final judgment entered in a lawsuit or proceeding to have resulted from the negligence or misconduct of the Trustee, the Trustee shall promptly on request thereafter return to the Company any amount previously received by the Trustee under this Section 9(b) with respect to such loss, claim, liability or expense. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust without direction from the Company.

(c) The Trustee shall incur no liability to anyone for any action that it or the Custodian as its delegate takes pursuant to a direction, request or approval given by the Company, Participants, the Investment Committee, the Administrator or by any other party (including, without limitation, the Recordkeeper and any of its agents) to whom authority to give such directions, requests or approvals is delegated under the powers conferred upon the Company, Participants, the Investment Committee, the Administrator or such other party under this Agreement.

(d) The Trustee, upon receipt of the consent of an Authorized Party, at the expense of the Trust or the Company, may consult with legal counsel (who may also be counsel for Company generally) with respect to any of its duties or obligations hereunder.

(e) The Trustee, upon receipt of the consent of an Authorized Party, may hire agents, accountants, actuaries, investment advisers, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder.

(f) The Trustee shall have, without exclusion, all powers conferred on the Trustee by applicable law, unless expressly provided herein, provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall not have the power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trustee, or to loan to any person the proceeds of any borrowing against such policy.

(g) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code.

(h) The Trustee shall not be liable for any expense, loss, claim or damage (including counsel fees) suffered by the Participants arising out of or caused by any delay in, or failure of, performance by the Trustee, in whole or in part, arising out of, or caused by, circumstances beyond the Trustee’s control, including without limitation: acts of God, interruption, delay in, or loss (partial or complete) of electrical power or external computer (hardware or software) or communication services (including access to book-entry securities systems maintained by Federal Reserve Bank of New York and/or any clearing corporation); act of civil or military authority; sabotage; natural emergency; epidemic; war or other government actions; civil disturbance; flood, earthquake, fire, other catastrophe; strike or other labor disturbance by employees of nonaffiliates; governmental, judicial, or self regulatory organization order, rule or regulation; riot; energy or natural resource difficulty or shortage; and inability to obtain materials, equipment or transportation except to the extent any such expense, loss, claim or damage (including counsel fees) arises from Trustee’s failure to take commercially reasonable precautions then prevailing with respect to any or all of the foregoing.

(i) If (1) there is any disagreement or dispute in connection with the Trust or the subject matter hereof, including any dispute between the Trustee, the Company or any Participant, or between the Company, any Participant or any person not a party to the Trust or (2) there are adverse or inconsistent claims or demands upon, or inconsistent with instructions to the Trustee, or (3) the Trustee in good faith is in doubt as to what action to take pursuant to the Trust, the Trustee may at its election refuse to comply with any such claims, demands or instructions, or refuse to take any other action pursuant to this Trust until (i) the rights of all persons involved in the dispute have been fully and finally adjudicated by a court of competent jurisdiction or the Trustee has resolved any such doubts to its good faith satisfaction; or (ii) all disputes have been resolved between the persons involved and the Trustee has received written notice thereof satisfactory to it from all such persons. Without limiting the generality of the foregoing, the Trustee may at its election interplead the subject matter of this Trust Agreement with a court of competent jurisdiction, or commence judicial proceedings for a declaratory judgment, and the Trustee shall be entitled to recover from the Company or the Trust, both collectively and individually, the Trustee’s attorneys’ fees, expenses and costs in connection with any such interpleader or declaratory judgment action

(j) The Trustee is not a party to, and has no duties or responsibilities under, the Plan other than those that may be expressly contained in this Trust Agreement. In any case in which a provision of this Trust Agreement conflicts with any provision of the Plan, the Plan shall control. The Trustee shall have no duties, responsibilities or liability with respect to the acts or omissions of any prior or successor trustee.

SECTION 10. COMPENSATION AND EXPENSES OF TRUSTEE

(a) The Company shall pay all administrative and Trustee's fees and expenses under this Trust Agreement as mutually agreed and, if not so paid, such fees and expenses may be withdrawn from the Trust by the Trustee. If the Trustee advances cash or securities for any purpose, including the purchase or sale of foreign exchange or of contracts for foreign exchange, or in the event that the Trustee shall incur or be assessed taxes, interest, charges, expenses, assessments, or other liabilities in connection with the performance of this Trust Agreement, except such as may arise from its own negligent action, negligent failure to act or misconduct, any property at any time held for the Trust shall be security therefor and the Trustee shall be entitled to collect from the Company or, if not paid, from the Trust sufficient cash for reimbursement of such taxes, interest, charges, expenses, assessments or other liabilities. If cash is insufficient, the Trustee may dispose of the assets of the Trust to the extent necessary to obtain the aforesaid reimbursement. To the extent the Trustee advances funds to the Trust for disbursements or to effect the settlement of purchase transactions, the Trustee shall be entitled to collect from the Company or, if not so paid, from the Trust either (i) with respect to domestic assets, an amount equal to what would have been earned on the sums advanced (an amount approximating the “federal funds” interest rate) or (ii) with respect to non-domestic assets, the rate applicable to the appropriate foreign market.

SECTION 11. RESIGNATION AND REMOVAL OF TRUSTEE

(a) The Trustee may resign at any time by written notice to the Company, which shall be effective sixty (60) days after receipt of such notice unless the Company and the Trustee agree otherwise.

(b) The Trustee may be removed by the Company on sixty (60) days notice or upon shorter notice accepted by the Trustee. However, upon a Change of Control, as defined herein, the Trustee may not be removed by the Company for four years after the Change of Control unless the persons who are then Participants agree to the removal.

(c) If the Trustee resigns within four years after a Change of Control, as defined herein, the Company shall apply to a court of competent jurisdiction for the appointment of a successor Trustee or for instructions, unless the then Participants and the Company agree to the selection of a successor trustee.

(d) Upon resignation or removal of the Trustee and appointment of a successor trustee, all assets shall subsequently be transferred to the successor trustee. The transfer shall be completed within one hundred twenty (120) days after receipt of notice of resignation, removal or transfer, unless the Company extends the time limit.

(e) If Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 12 hereof, by the effective date of resignation or removal under paragraphs (a) or (b) of this Section. If no such appointment has been made, the Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of the Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

SECTION 12. APPOINTMENT OF SUCCESSOR.

(a) If the Trustee resigns or is removed in accordance with Section 11(a) or (b) hereof, subject to the requirements of Section 11, the Company may appoint any third party, such as a bank trust department or other entity that may be granted corporate trustee powers under state law, as a successor to replace the Trustee upon resignation or removal. The appointment shall be effective when accepted in writing by the new trustee, who shall have all of the rights and powers of the former trustee, including ownership rights in the Trust assets. The former trustee shall execute any instrument necessary or reasonably requested by the Company or the successor trustee to evidence the transfer.

(b) The successor trustee need not examine the records and acts of any prior trustee and may retain or dispose of existing Trust assets, subject to Sections 8 and 9 hereof. The successor trustee shall not be responsible for and the Company shall indemnify and defend the successor trustee from any claim or liability resulting from any action or inaction of any prior trustee or from any other past event, or any condition existing at the time it becomes successor trustee.

SECTION 13. AMENDMENT OR TERMINATION

(a) This Trust Agreement may be amended by a written instrument executed by the Trustee and the Company. Notwithstanding the foregoing, no such amendment shall conflict with the terms of the Plan or shall make the Trust revocable.

(b) The Trust shall not terminate until the date on which the Participants and their beneficiaries are no longer entitled to benefits pursuant to the terms of the Plan. Upon termination of the Trust, any assets remaining in the Trust shall be returned to the Company.

(c) Upon written approval of the Participants or beneficiaries entitled to payment of benefits pursuant to the terms of the Plan, the Company may terminate this Trust prior to the time all benefit payments under the Plan have been made. All assets in the Trust at termination shall be returned to the Company.

SECTION 14. MISCELLANEOUS.

(a) Any provision of this Trust Agreement prohibited by law shall be ineffective to the extent of any such prohibition, without invalidating the remaining provisions hereof.

(b) Benefits payable to Participants and their beneficiaries under this Trust Agreement may not be anticipated, assigned (either at law or in equity), alienated, pledged, encumbered or subjected to attachment, garnishment, levy, execution or other legal equitable process.

(d) For purposes of this Trust Agreement, a Change of Control is determined pursuant to Section 2.6 of the Plan.

(e) Neither the Company nor the Trustee may assign this Trust Agreement without the prior written consent of the other. This Trust Agreement shall be binding upon, and inure to the benefit of, the Company, the Trustee and their respective successors and permitted assigns. Any entity, which shall by merger, consolidation, purchase, or otherwise, succeed to substantially all the trust business of the Trustee shall, upon each succession and without any appointment or other action by the Company, be and become successor trustee hereunder, upon notification to Company.

(f) The provisions of this Trust Agreement are intended to benefit only the parties hereto, their respective successors and assigns, and the Participants and their beneficiaries under the Plan. There are no other third party beneficiaries.

(g) The Company and the Trustee hereby each represents and warrants to the other that it has full authority to enter into this Trust Agreement upon the terms and conditions hereof and that the individual executing this Trust Agreement on its behalf has the requisite authority to bind the Company or the Trustee to this Trust Agreement.

(h) This Trust Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and such counterparts shall constitute but one and the same instrument and may be sufficiently evidenced by one counterpart.

SECTION 15. EFFECTIVE DATE

(a) The effective date of this Trust Agreement shall be November 1, 2003.

IN WITNESS WHEREOF, the Company and the Trustee have executed this Trust Agreement each by action of a duly authorized person.

Weingarten Realty Investors

By: /s/ Stephen Richter

Name/Title: Stephen Richter, Sr. VP, CFO

Date: 10/21/2003

Reliance Trust Company

By: /s/ Kimberly Lowe

Name/Title: Kimberly Lowe, AVP

Date: 11/03/2003

EX-10.22 14 ex10_22.htm EXHIBIT 10.22 TO 2Q2005 FORM 10-Q TRUST UNDER THE WEINGARTEN REALTY INVESTORS RETIREMENT BENEFIT RESTORATION PLAN Exhibit 10.22 to 2Q2005 Form 10-Q Trust Under the Weingarten Realty Investors Retirement Benefit Restoration Plan

Exhibit 10.22

TRUST UNDER THE

WEINGARTEN REALTY INVESTORS

RETIREMENT BENEFIT RESTORATION PLAN

RECITALS

WHEREAS, the Company previously has adopted the Weingarten Realty Investors Retirement Benefit Restoration Plan which is an unfunded executive benefit plan providing deferred compensation benefits to a select group of its management or highly compensated employees (collectively, the “Plan”); and

WHEREAS, the Plan provides for participation by certain identified employees of the Company and contemplates that other employees of the Company may become participants in the Plan; and

WHEREAS, the Company has incurred and expects to incur liability under the terms of the Plan with respect to the employees who participate in the Plan (the “Participants”); and

WHEREAS, it is the intention of the Company to make contributions to the Trust to provide a source of funds to assist it in the meeting of its liabilities under the Plan.

NOW, THEREFORE, the parties do hereby amend and restate the Trust and agree that the Trust shall be comprised, held and disposed of as follows:

SECTION 1. ESTABLISHMENT OF TRUST

(b) The Trust as amended and restated hereunder shall be irrevocable.

SECTION 2. PAYMENTS TO PARTICIPANTS AND THEIR BENEFICIARIES

SECTION 3. TRUSTEE RESPONSIBILITY REGARDING PAYMENT TO TRUST BENEFICIARY WHEN COMPANY IS INSOLVENT

SECTION 4. PAYMENTS TO COMPANY

SECTION 5. INVESTMENT AUTHORITY

(d) In administering the Trust and carrying out the instructions of the Company in accordance with Section 5(a) above, the Trustee shall be specifically authorized to:

(3) To submit or cause to be submitted to the Company, all information received by the Trustee regarding ownership rights pertaining to property held in the Trust;

(6) To hold in cash, without liability for interest, such portion of the Trust as is pending investment, or payment of expenses, or the distribution of benefits;

SECTION 6. ADDITIONAL POWERS OF TRUSTEE.

(4) Generally to do all other acts which the Trustee deems necessary or appropriate for the protection of the Trust.

SECTION 7. DISPOSITION OF INCOME.

During the term of this Trust, all income received by the Trust, net of expenses and taxes, shall be accumulated and reinvested.

SECTION 8. ACCOUNTING BY TRUSTEE.

SECTION 9. RESPONSIBILITY AND INDEMNITY OF THE TRUSTEE.

SECTION 10. COMPENSATION AND EXPENSES OF TRUSTEE

SECTION 11. RESIGNATION AND REMOVAL OF TRUSTEE

(a) The Trustee may resign at any time by written notice to the Company, which shall be effective sixty (60) days after receipt of such notice unless the Company and the Trustee agree otherwise.

SECTION 12. APPOINTMENT OF SUCCESSOR.

SECTION 13. AMENDMENT OR TERMINATION

SECTION 14. MISCELLANEOUS.

(a) Any provision of this Trust Agreement prohibited by law shall be ineffective to the extent of any such prohibition, without invalidating the remaining provisions hereof.

(d) For purposes of this Trust Agreement, a Change of Control is determined pursuant to Section 2.6 of the Plan.

SECTION 15. EFFECTIVE DATE

(a) The effective date of this Trust Agreement shall be November 1, 2003.

IN WITNESS WHEREOF, the Company and the Trustee have executed this Trust Agreement each by action of a duly authorized person.

Weingarten Realty Investors

By: /s/ Stephen Richter

Name/Title: Stephen Richter, Sr. VP, CFO

Date: 10/21/2003

Reliance Trust Company

By: /s/ Kimberly Lowe

Name/Title: Kimberly Lowe, AVP

Date: 11/3/2003

EX-10.23 15 ex10_23.htm EXHIBIT 10.23 TO 2Q2005 FORM 10-Q TRUST UNDER THE WEINGARTEN REALTY INVESTORS SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Exhibit 10.23 to 2Q2005 Form 10-Q Trust Under the Weingarten Realty Investors Supplemental Executive Retirement Plan

Exhibit 10.23

TRUST UNDER THE

WEINGARTEN REALTY INVESTORS

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

RECITALS

WHEREAS, the Company previously has adopted the Weingarten Realty Investors Supplemental Executive Retirement Plan which is an unfunded executive benefit plan providing deferred compensation benefits to a select group of its management or highly compensated employees (collectively, the “Plan”); and

WHEREAS, the Plan provides for participation by certain identified employees of the Company and contemplates that other employees of the Company may become participants in the Plan; and

WHEREAS, the Company has incurred and expects to incur liability under the terms of the Plan with respect to the employees who participate in the Plan (the “Participants”); and

WHEREAS, it is the intention of the Company to make contributions to the Trust to provide a source of funds to assist it in the meeting of its liabilities under the Plan.

NOW, THEREFORE, the parties do hereby amend and restate the Trust and agree that the Trust shall be comprised, held and disposed of as follows:

SECTION 1. ESTABLISHMENT OF TRUST

(b) The Trust as amended and restated hereunder shall be irrevocable.

SECTION 2. PAYMENTS TO PARTICIPANTS AND THEIR BENEFICIARIES

SECTION 3. TRUSTEE RESPONSIBILITY REGARDING PAYMENT TO TRUST BENEFICIARY WHEN COMPANY IS INSOLVENT

SECTION 4. PAYMENTS TO COMPANY

SECTION 5. INVESTMENT AUTHORITY

(d) In administering the Trust and carrying out the instructions of the Company in accordance with Section 5(a) above, the Trustee shall be specifically authorized to:

(3) To submit or cause to be submitted to the Company, all information received by the Trustee regarding ownership rights pertaining to property held in the Trust;

(6) To hold in cash, without liability for interest, such portion of the Trust as is pending investment, or payment of expenses, or the distribution of benefits;

SECTION 6. ADDITIONAL POWERS OF TRUSTEE.

(4) Generally to do all other acts which the Trustee deems necessary or appropriate for the protection of the Trust.

SECTION 7. DISPOSITION OF INCOME.

During the term of this Trust, all income received by the Trust, net of expenses and taxes, shall be accumulated and reinvested.

SECTION 8. ACCOUNTING BY TRUSTEE.

SECTION 9. RESPONSIBILITY AND INDEMNITY OF THE TRUSTEE.

SECTION 10. COMPENSATION AND EXPENSES OF TRUSTEE

SECTION 11. RESIGNATION AND REMOVAL OF TRUSTEE

(a) The Trustee may resign at any time by written notice to the Company, which shall be effective sixty (60) days after receipt of such notice unless the Company and the Trustee agree otherwise.

SECTION 12. APPOINTMENT OF SUCCESSOR.

SECTION 13. AMENDMENT OR TERMINATION

SECTION 14. MISCELLANEOUS.

(a) Any provision of this Trust Agreement prohibited by law shall be ineffective to the extent of any such prohibition, without invalidating the remaining provisions hereof.

(d) For purposes of this Trust Agreement, a Change of Control is determined pursuant to Section 2.6 of the Plan.

SECTION 15. EFFECTIVE DATE

(a) The effective date of this Trust Agreement shall be November 1, 2003.

IN WITNESS WHEREOF, the Company and the Trustee have executed this Trust Agreement each by action of a duly authorized person.

Weingarten Realty Investors

By: /s/ Stephen Richter

Name/Title: Stephen Richter, Sr. VP, CFO

Date: 10/21/2003

Reliance Trust Company

By: /s/ Kimberly Lowe

Name/Title: Kimberly Lowe, AVP

Date: 11/03/2003

EX-10.24 16 ex10_24.htm EXHIBIT 10.24 TO 2Q2005 FORM 10-Q FIRST AMENDMENT TO THE TRUST UNDER THE WEINGARTEN REALTY INVESTORS DEFERRED COMPENSATION PLAN, SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN, AND RETIREMENT BENEFIT RESTORATION PLAN Exhibit 10.24 to 2Q2005 Form 10-Q First Amendment to the Trust Under the Weingarten Realty Investors Deferred Compensation Plan, Supplemental Executive Retirement Plan, and Retirement Benefit Restoration Plan

Exhibit 10.24

FIRST AMENDMENT TO THE

TRUST UNDER THE

WEINGARTEN REALTY INVESTORS

DEFERRED COMPENSATION PLAN

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN,

AND RETIREMENT BENEFIT RESTORATION PLAN

THIS AGREEMENT is made by and between Weingarten Realty Investors, a real estate investment trust organized under the laws of the State of Texas and having its principal office and place of business in Houston, Texas (the "Company") and Reliance Trust Company, a trust organization under the laws of the United States of America and having its principal office and place of business in Atlanta, Georgia, as trustee (the “Trustee”).

RECITALS

WHEREAS, the Company is the Plan Sponsor of the Weingarten Realty Investors Deferred Compensation Plan, the Weingarten Realty Investors Supplemental Executive Retirement Plan and the Weingarten Realty Investors Retirement Benefit Restoration Plan which are unfunded executive benefit plans providing deferred compensation benefits to a select group of its management or highly compensated employees (collectively, the “Plan”); and

WHEREAS, the Company and the Trustee have previously entered into a trust agreement (the “Trust”) to hold the Trust assets and to receive contributions by the Company to be held therein, subject to the claims of the Company's creditors in the event of the Company's insolvency, as defined under the Trust, until paid to the Plan participants and their beneficiaries in such manner and at such times as specified in the Plan or paid to the Company in accordance with the terms of the Trust; and

WHEREAS, the Company has amended the Plan to permit the elective deferral of non-vested Restricted Shares and future Restricted Share Awards; and

WHEREAS, the Company and Trustee desire to amend the Trust to provide for the return of any forfeited Restricted Shares; and

WHEREAS, it is the intention of the parties that the Trust, as amended, shall constitute an unfunded arrangement and shall not affect the status of the Plan as an unfunded Plan maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees according to Title I of the Employee Retirement Income Security Act of 1974 as amended;

NOW, THEREFORE, the parties do hereby amend the Trust as follows:

Section 4(a) of the Trust is amended in its entirety to read as follows:

SECTION 4. PAYMENTS TO COMPANY

(a) Except as provided in Sections 3 and in this Section 4, because the Trust is irrevocable, in accordance with Section 1(b) hereof, the Company shall not have the right or the power to direct the Trustee to return to the Company or to divert to others any of the Trust assets before all payment of benefits have been made to Participants or their beneficiaries pursuant to the terms of the Plan. If at any time prior to the Company being determined to be Insolvent for purposes of this Trust Agreement, a Participant should forfeit all or any portion of the benefits provided under the Plan, then the portion of the Trust assets attributable to the such forfeited benefit(s), upon written direction of the Company, shall be returned to the Company as soon as practicable. Such written direction shall specify the name of the Participant, the amount of the forfeiture and the Trust asset(s) to be so returned incident to such forfeiture.

IN WITNESS WHEREOF, the Company and the Trustee have executed this First Amendment each by action of a duly authorized person.

WEINGARTEN REALTY INVESTORS

By: /s/ Stephen Richter

Name/Title: Sr. VP/CFO

Date: 3/16/04

RELIANCE TRUST COMPANY

By: /s/ Howard Kaplan

Name/Title: SVP

Date: 3/18/04

EX-12.1 17 ex12-1.htm EXHIBIT 12.1 Exhibit 12.1

EXHIBIT 12.1

WEINGARTEN REALTY INVESTORS

COMPUTATION OF RATIOS OF EARNINGS AND FUNDS FROM OPERATIONS

TO COMBINED FIXED CHARGES AND PREFERRED DIVIDENDS

(Amounts in thousands)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2005			2004			2005			2004

Net income available to common shareholders	$	67,679		$	35,917		$	101,716		$	63,060

Add:
Portion of rents representative of the interest factor		233			196			467			437
Interest on indebtedness		31,887			28,140			62,490			55,873
Preferred dividends		2,526			1,265			5,051			2,531
Amortization of debt cost		400			451			833			800
Net income as adjusted	$	102,725		$	65,969		$	170,557		$	122,701

Fixed charges and preferred dividends:
Interest on indebtedness	$	31,887		$	28,140		$	62,490		$	55,873
Capitalized interest		957			1,364			1,657			2,706
Preferred dividends		2,526			1,265			5,051			2,531
Amortization of debt cost		400			451			833			800
Portion of rents representative of the interest factor		233			196			467			437
Fixed charges and preferred dividends	$	36,003		$	31,416		$	70,498		$	62,347

RATIO OF EARNINGS TO COMBINED FIXED
CHARGES AND PREFERRED DIVIDENDS		2.85			2.10			2.42			1.97


Net income available to common shareholders	$	67,679		$	35,917		$	101,716		$	63,060
Depreciation and amortization		30,386			27,728			59,602			53,139
Gain on sale of property		(35,620	)		(13,508	)		(39,710	)		(13,825	)
Funds from operations		62,445			50,137			121,608			102,374
Add:
Portion of rents representative of the interest factor		233			196			467			437
Preferred dividends		2,526			1,265			5,051			2,531
Interest on indebtedness		31,887			28,140			62,490			55,873
Amortization of debt cost		400			451			833			800
Funds from operations as adjusted	$	97,491		$	80,189		$	190,449		$	162,015

RATIO OF FUNDS FROM OPERATIONS TO COMBINED
FIXED CHARGES AND PREFERRED DIVIDENDS		2.71			2.55			2.70			2.60

EX-31.1 18 ex31-1.htm EXHIBIT 31.1 Exhibit 31.1

EXHIBIT 31.1

CERTIFICATION

I, Andrew M. Alexander, Chief Executive Officer of Weingarten Realty Investors certify that:

1. I have reviewed this report on Form 10-Q of Weingarten Realty Investors;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of trust managers:

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

BY:	/s/ Andrew M. Alexander
	Andrew M. Alexander
	President/Chief Executive Officer

August 9, 2005

EX-31.2 19 ex31-2.htm EXHIBIT 31.2 Exhibit 31.2

EXHIBIT 31.2

CERTIFICATION

I, Stephen C. Richter, Executive Vice President/Chief Financial Officer of Weingarten Realty Investors certify that:

1. I have reviewed this report on Form 10-Q of Weingarten Realty Investors;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

BY:	/s/ Stephen C. Richter
	Stephen C. Richter
	Executive Vice President/Chief Financial Officer

August 9, 2005

EX-32.1 20 ex32-1.htm EXHIBIT 32.1 Exhibit 32.1

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Weingarten Realty Investors (the "Company") on Form 10-Q for the period ended June 30, 2005, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Andrew M. Alexander, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

BY:	/s/ Andrew M. Alexander
	Andrew M. Alexander
	President/Chief Executive Officer


August 9, 2005

A signed original of this written statement required by Section 906 has been provided to Weingarten Realty Investors and will be retained by Weingarten and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2 21 ex32-2.htm EXHIBIT 32.2 Exhibit 32.2

EXHIBIT 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Weingarten Realty Investors (the "Company") on Form 10-Q for the period ended June 30, 2005, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Stephen C. Richter, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

BY:	/s/ Stephen C. Richter
	Stephen C. Richter
	Executive Vice President/Chief Financial Officer


August 9, 2005

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