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                                December 21, 2000





Mr. William G. Cornely
20 South Third Street
Columbus, Ohio 43215

Dear Bill:

On behalf of Glimcher Realty Trust ("The Company"), I am pleased to offer you
the following new terms for your current position of Executive Vice President,
Chief Financial Officer, Chief Operating Officer, and Treasurer with some of the
specifics outlined below.

A.  COMMENCEMENT OF NEW TERMS:

    December 1, 2000


B.  TERMS OF EMPLOYMENT AGREEMENT:

    1.  Three (3) years, with one automatic year extension unless either party
        notifies the other of termination of this contract no later than 90
        days prior to the 3rd anniversary date.
    2.  Subject to Termination Issues as set forth below

C.  DUTIES:

    1.  Title:   Executive Vice President, Chief Financial Officer, Chief
                 Operating Officer, and Treasurer
    2.  Report to Michael Glimcher
    3.  Position Summary: Responsible for overall direction and administration
        of the operational and financial programs and services provided by the
        Company. This position reports directly to the President.
    4.  Essential Functions:

        a.)  Responsible for direction and administration of all
             operational and financial programs & services
        b.)  Works closely with the President to accomplish the goals,
             objectives and strategic plan(s) established in cooperation with
             the Board of Trustees
        c.)  Provides Corporate leadership for long range objectives
        d.)  Recommends to President & CEO and his Staff strategies for the
             management of resources in order to maximize bottom line results,
             return on investments, and shareholder value
        e.)  Directs staff members on Company goals and standards



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        f.)  Enforces policies and procedures of Company for overall
             effectiveness throughout the organization
        g.)  Develops credibility of financial operations by providing timely
             and accurate analysis of budgets and other financial reports to
             assist the President, Board of Trustees and other senior management
             in managing their responsibilities
        h.)  Responsible for evaluation of operational and financial structure
             for continual improvement of the efficiency and effectiveness of
             professional growth of management
        i.)  Oversees management operation of in-house informational systems
             network
        j.)  Assists President & CEO in execution of all contracts, grants and
             commitments as authorized by Board of Trustees or Executive
             Committee
        k.)  Responsible for management of organization in absence of the
             President and CEO
        l.)  Represents the Company's financial and strategic positions at
             industry conferences and when meeting with analysts and
             shareholders
        m.)  Establish and maintain relations with outside financial and
             reporting institutions
        n.)  Other duties and responsibilities as required by President, CEO,
             and Board of Trustees

    5.  You will be responsible for being familiar with and abiding by all of
        the policies contained in the Managers' Handbook, which may be modified
        from time to time at the discretion of the Company.


D.  TERMINATION ISSUES:

    1.  Death or Disability: This agreement will terminate upon your death or
        total disability.
    2.  Termination with Cause: During the term of your employment, you can
        only be terminated by the Company for cause. "Cause"  means the willful
        failure to perform your duties with the Company or your engagement in
        conduct (including but in no way limited to fraud or theft) which has a
        material adverse effect on the business affairs of the Company,
        monetarily or otherwise. If the Company terminates your employment for
        cause, you will not be entitled to severance benefits of any kind.
    3.  Termination without cause: If you are terminated without cause, the
        Company shall pay your base salary and bonus for a period equal to the
        remaining term of the contract or one year, whichever is greater, and
        will pay for the continuation of your health, life and disability
        insurance for a one-year period beginning on the date your employment is
        terminated. Severance amounts are not subject to mitigation.
   4.   Termination by Employee: If you voluntarily terminate your  employment
        for any reason, you shall not be entitled to  severance benefits of
        any kind.


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E.  COMPENSATION:

    1.  Salary: Base Salary of $300,000 annually.
    2.  Management Bonus Program
    3.  Equity Compensation: Your participation in stock options or  stock
        grant issues and the amounts of options or shares will be determined
        by the Executive Compensation Committee in its sole discretion.


F.  RETIREMENT PROGRAMS: You will be eligible to participate in the
    Company's 401(k) plan in accordance with the terms of the Company's plan
    applicable to employees.


G.  SEVERANCE BENEFIT AGREEMENTS:  Subject to the approval of the Executive
    Compensation Committee and Board of Trustees, you will be offered
    substantially the same written severance benefit agreement as provided other
    senior executives which provides a lump sum payment equal to three (3) times
    your total base salary only in the event of a change in control of the
    Company, as the term "change in control" is defined in the severance benefit
    agreement. Severance benefits shall also include acceleration of vesting of
    options and other benefits in the event of a change in control as contained
    in the current Severance Benefit Agreements currently in effect with other
    senior executives. There will be no severance benefit agreement between the
    Company and you relating to a change in control other than that agreed to by
    you and the Company in writing.


H.  MISCELLANEOUS BENEFITS:

    1.  Insurance: You will be eligible for medical, dental, life and disability
        insurance coverage in accordance with the terms of the Company's plans
        which apply to the Company's full time employees.

    2.  3 weeks vacation

    3.  Holidays are per Company policy as outlined in the Managers Handbook.


I.  EXECUTIVE COMPENSATION COMMITTEE APPROVAL:

    The terms and provisions of this letter are subject to the approval of the
    Executive Compensation Committee of Glimcher Realty Trust. Upon your
    acknowledgement of the provisions of this letter, a resolution containing
    the terms hereof shall be submitted to the Executive Compensation Committee
    for review and approval. Upon approval of the Executive Compensation
    Committee a formal written Employment Agreement containing the provisions of
    this letter approved by the Executive compensation Committee along with a
    severance benefit agreement will be prepared by the Company.


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By signing below you also acknowledge that no promise or agreement not expressed
in this letter has been made to you and that this letter contains all the terms
of employment which have been offered to you by the Company.

Sincerely,


Michael Glimcher
President

Acknowledged by


/s/ William G. Cornely                                   December 21, 2000
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William G. Cornely                                       Date


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