Second Amendment to the Weingarten Realty Investors Supplemental Executive Retirement Plan amended October 22, 2004

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 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;

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

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 22 day of October, 2004.

Weingarten Realty Investors

By: /s/ Stephen Richter

Title: SR VP, CFO