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EXHIBIT
10.45
Amendment No. 2 to the
Weingarten Realty Investors
Supplemental Executive Retirement Plan
WHEREAS,
Weingarten Realty Investors (the “Employer”)
sponsors the Weingarten Realty Investors Supplemental
Executive Retirement Plan (the “Plan”);
and
WHEREAS, the
purpose of the Plan is to supplement the retirement benefit
provided under the terms of the Weingarten Realty Pension
Plan, as amended (the “Pension Plan”) for
selected eligible employees; and
WHEREAS, the
Employer desires to amend the Plan to further reflect the
Plan’s compliance with Internal Revenue Code Section
409A and guidance issued thereunder, as well as to adopt
other changes determined by the Employer to be desirable, as
hereinafter provided;
NOW, THEREFORE,
the Employer amends the Plan as follows, effective as stated
herein:
1. Section
1.13 of the Plan is hereby amended to be and read as follows,
effective January 1, 2007:
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1.13
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Employer Credit. The amount credited to the bookkeeping
Account of a Participant in accordance with Section 3.1(a)
hereof .
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2. Section
1.14 of the Plan is hereby amended, as underlined, to be and read
as follows, effective January 1, 2008:
1.14 Specified
Employee.
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(a)
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An
officer of an Employer earning more than $135,000 per year, as
adjusted from time to time in accordance with Internal Revenue
Service guidelines,
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(b)
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A
five percent owner of an Employer, or
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(c)
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A
one percent owner of an Employer having Compensation from the
Employer of more than $150,000,
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all
as determined in accordance with Sections 409A and 416(i) of
the Code and applicable Treasury Regulations issued
thereunder, provided stock in the Employer corporation is
publicly traded on an established securities
market.
3. Article
I of the Plan is hereby amended by adding the following Section
1.26 to the end thereof, to be and read as follows, effective
January 1, 2007:
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1.26
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Service Credit . Service Credit means, with respect to any
Participant hereunder who is not in the Transition Group, an amount
calculated for purposes of determining such Participant’s
Employer Credit for a Plan Year, determined in accordance with
Section 5.8 of the Pension Plan, provided that:
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(a)
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The
“Earnings” of a Participant shall be determined in
accordance with Section 1.8 of this Plan; and
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(b)
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The
amount of Service Credit hereunder shall be calculated without
regard to the limitation under Section 415(b)(1) of the
Code.
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4. Section
2.1 of the Plan is hereby amended to be and read as follows,
effective January 1, 2008:
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2.1
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Commencement of Participation . Each Eligible
Employee shall become a Participant as of the date on which he or
she is designated as an Eligible Employee. Prior to commencement of
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.
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5. Section
3.1 of the Plan is hereby amended to be and read as follows,
effective January 1, 2007 or as otherwise stated
herein:
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(a)
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In General . The Employer Credit to the Account of each
Participant shall be such amount each Plan Year which is designed
to provide the Participant a supplemental retirement benefit at
Retirement Age equal to the benefit determined under paragraph (b)
or (c) of this Section 3.1, as applicable (the “Supplemental
Benefit”), which shall be calculated as an actuarially
determined level amount that amortizes the unfunded present value
of the Supplemental Benefit described below over the period
remaining until the Participant attains Retirement
Age.
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(b)
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Participants Who Commence Participation Prior to January 1,
2007 . The provisions of this Section 3.1(b) are effective
with respect to Participants who commence participation in the Plan
prior to January 1, 2007.
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(i)
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Service . With respect to Participants to whom this Section
3.1(b) applies, service with the Employer on and after such
Participant’s date of hire shall be considered for purposes
of this Section 3.1(b).
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(ii)
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Supplemental Benefit for Participants Hired Before January 1,
2002 . With respect to Participants to whom this Section
3.1(b)
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applies
who are hired before January 1, 2002, the Supplemental Benefit
shall be equal to the excess of:
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(A)
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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
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(B)
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the
projected retirement benefit payable to the Participant under the
Pension Plan's cash balance formula (“Cash Balance
Formula”) at Retirement Age or, for Participants in the
Pension Plan's Transition Group, the Pension Plan's Defined Benefit
Formula at Retirement Age.
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(iii)
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Supplemental Benefit for Participants Hired On or After January 1,
2002 . With respect to Participants to whom this Section
3.1(b) applies who are hired on or after January 1, 2002, the
Supplemental Benefit shall be equal to the excess of:
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(A)
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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
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(B)
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the
retirement benefit payable to the Participant under the Pension
Plan's Cash Balance Formula at Retirement Age.
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(c)
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Participants Who Commence Participation On and After January 1,
2007 . The provisions of this Section 3.1(c) are
effective with respect to Participants who commence participation
in the Plan on and after January 1, 2007.
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(i)
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Service . With respect to a Participant to whom this Section
3.1(c) applies, an Employer Credit to the Account of such
Participant shall be made only for each year of service with the
Employer with which the Participant is credited on and after the
date on which such a Participant commences participation in the
Plan; provided, however, that if Section 3.1(c)(iii) applies to a
Participant, the calculation of such Participant’s Service
Credit for a Plan Year shall consider all service that is
considered under the Pension Plan
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for
calculating such Participant’s annual cash balance
credit thereunder for such Plan Year.
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(ii)
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Supplemental Benefit for Transition
Group . With respect to Participants to whom this Section
3.1(c) applies who are in the Transition Group, the Supplemental
Benefit shall be equal to the excess of:
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(A)
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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
but applying the definition of Earnings contained herein;
over
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(B)
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the
projected retirement benefit payable to the Participant under the
Pension Plan's Defined Benefit Formula at Retirement
Age.
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(iii)
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Supplemental Benefit for Participants Not in the Transition
Group . With respect to Participants to whom this Section
3.1(c) applies who are not in the Transition Group, the
Supplemental Benefit shall be equal to the excess of:
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(A)
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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
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