Exhibit 10.243


                          SEVERANCE BENEFITS AGREEMENT

      This SEVERANCE BENEFITS AGREEMENT (this "Agreement"), dated as of June 28,
2004,  by and among  GLIMCHER  REALTY TRUST,  a Maryland real estate  investment
trust,  with  offices at 150 East Gay  Street,  Columbus,  Ohio  43215  ("GRT"),
GLIMCHER PROPERTIES LIMITED PARTNERSHIP,  a Delaware limited  partnership,  with
offices  at 150 East Gay  Street,  Columbus,  Ohio 43215  ("GPLP"),  and Lisa A.
Indest, an individual residing at 7703 Cloister Drive,  Columbus,  OH 43235 (the
"Executive").

      WHEREAS,  GRT, GPLP and/or their  subsidiaries  and affiliates,  including
entities  in  which  GRT  or  GPLP  own  a  majority  of  any  non-voting  stock
(collectively,  the "Company"),  have employed, or may employ in the future, the
Executive as an employee of the Company to perform  certain  services for and on
behalf of the Company upon terms and  conditions  upon which the Company and the
Executive have previously agreed, or may in the future agree (the "Services");

      WHEREAS, the Company recognizes that the Executive's  contributions to the
future growth of the Company will be substantial; and

      WHEREAS,  to induce the  Executive to remain in the employ of the Company,
the parties  hereto desire to set forth certain  severance  benefits  which GPLP
will pay to the Executive in the event of a Change in Control of GRT (as defined
in Section 2 hereof).

      IT IS AGREED:

      1.  TERM.  This  Agreement  shall  commence  on the date  hereof and shall
terminate  upon the earlier of (a) the date on which GPLP and GRT have satisfied
all of their obligations hereunder; or (b) the date on which the Executive is no
longer an employee of the Company for any reason whatsoever  including,  without
limitation,  termination without cause.  Notwithstanding the termination of this
Agreement  subsequent  to a Change in  Control  of GRT,  in the  event  that the
Executive  is an employee of the  Company at the moment  immediately  prior to a
Change in  Control of GRT,  the  Executive  shall be  entitled  to  receive  all
benefits  described  hereunder and the provisions  hereof related  thereto shall
survive such termination.

      2. CHANGE IN CONTROL OF GRT. For purposes of this Agreement,  a "Change in
Control of GRT" shall be deemed to occur if:

            (i) there  shall have  occurred a change in control of a nature that
      would be required to be reported in response to Item 6(e) of Schedule  14A
      of Regulation 14A promulgated  under the Securities  Exchange Act of 1934,
      as amended (the "Exchange Act"), as in effect on the date hereof,  whether
      or not  GRT is  then  subject  to such  reporting  requirement;  provided,
      however,  that there  shall not be deemed to be a Change in Control of GRT
      if immediately prior to the occurrence of what would otherwise be a Change
      in Control of GRT (a) the Executive is the other party to the  transaction
      (a  "Control  of GRT Event")  that would  otherwise  result in a Change in
      Control of GRT or

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      (b) the Executive is an Executive officer,  trustee, director or more than
      5% equity  holder of the other party to the Control of GRT Event or of any
      entity, directly or indirectly, controlling such other party;

            (ii) GRT merges or consolidates  with, or sells all or substantially
      all of its assets to, another company (each, a  "Transaction");  provided,
      however,  that a Transaction  shall not be deemed to result in a Change in
      Control of GRT if (a)  immediately  prior  thereto  the  circumstances  in
      (i)(a)  or  (i)(b)  above  exist  or (b)  (1)  the  shareholders  of  GRT,
      immediately   before  such  transaction,   own,  directly  or  indirectly,
      immediately following such Transaction in excess of fifty percent (50%) of
      the combined  voting power of the  outstanding  voting  securities  of the
      corporation  or  other  entity   resulting  from  such   Transaction  (the
      "Surviving  Corporation")  in  substantially  the same proportion as their
      ownership  of  the  voting  securities  of  GRT  immediately  before  such
      Transaction  and (2) the  individuals  who were  members of GRT's Board of
      Trustees immediately prior to the execution of the agreement providing for
      such  Transaction  constitute  at least a majority  of the  members of the
      board of directors  or the board of  trustees,  as the case may be, of the
      Surviving  Corporation,  or of a corporation or other entity beneficially,
      directly  or  indirectly,  owning a  majority  of the  outstanding  voting
      securities of the Surviving Corporation; or

            (iii) GRT acquires  assets of another company or a subsidiary of GRT
      merges or consolidates with another company (each an "Other  Transaction")
      and (a) the shareholders of GRT, immediately before such Other Transaction
      own, directly or indirectly,  immediately following such Other Transaction
      fifty  percent  (50%)  or  less  of  the  combined  voting  power  of  the
      outstanding voting securities of the corporation or other entity resulting
      from  such  Other  Transaction  (the  "Other  Surviving  Corporation")  in
      substantially  the  same  proportion  as  their  ownership  of the  voting
      securities of GRT  immediately  before such Other  Transaction  or (b) the
      individuals who were members of GRT's Board of Trustees  immediately prior
      to the  execution of the agreement  providing  for such Other  Transaction
      constitute  less than a majority of the members of the board of  directors
      or  board  of  trustees,  as the  case  may  be,  of the  Other  Surviving
      Corporation, or of a corporation or other entity beneficially, directly or
      indirectly,  owing a majority of the outstanding  voting securities of the
      Other Surviving Corporation;  provided, however, that an Other Transaction
      shall not be deemed to result in a Change in Control of GRT if immediately
      prior thereto the circumstances in (i)(a) or (i)(b) above exist.

      3.  COMPENSATION  UPON A CHANGE IN CONTROL OF GRT. If the  Executive is an
employee of the Company at the moment  immediately  prior to a Change in Control
of GRT, the Executive shall be entitled to receive the compensation and benefits
set forth below.

      (a) GPLP shall pay to the Executive, not later than the date of any Change
in Control of GRT, unless otherwise  agreed to in writing,  a lump sum severance
payment (the  "Severance  Payment")  equal to one and one-half (1 1/2) times the
Base Amount (as defined  below).  For  purposes  of the Section  3(a),  the Base
Amount shall mean the Executive's annual  compensation  during the calendar year
period preceding the calendar year in which the Change in Control of

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GRT occurs.  For purposes of  determining  annual  compensation  in this Section
3(a), there shall be included (i) all base salary and bonuses paid or payable to
the Executive by the Company with respect to the preceding  calendar year;  (ii)
all  grants of  restricted  common  shares of  beneficial  interest  of GRT (the
"Shares"),  if any, with respect to such preceding  calendar year,  which Shares
shall be valued  based on their date of grant at the then Fair Market  Value (as
that term is defined in the Company employee benefit plan or agreement  pursuant
to which such shares are  issued)  and (iii) the fair market  value of any other
property or rights given or awarded to the Executive by the Company with respect
to such preceding calendar year, or partial first year of employment.

      (b) Any Shares now or hereafter  issued to the  Executive  pursuant to any
restricted Share grant shall vest on the day immediately  prior to the date of a
Change in Control of GRT and no longer be  subject  to  repurchase  or any other
forfeiture restrictions.

      (c) GRT and GPLP shall  cause the  Company to  maintain  in full force and
effect for the Executive's  continued benefit for eighteen (18) months following
a Change in Control of GRT,  all life,  accident,  medical and dental  insurance
benefit plans and programs or  arrangements  in which the Executive was entitled
to  participate  immediately  prior to the date of a Change in  Control  of GRT,
provided that the  Executive's  continued  participation  is allowable under the
general terms and  provisions of such plans and programs and provided,  further,
that in the event that the Executive  becomes employed by any third party during
such 18-month period,  then upon the date of such employment the Executive shall
no longer be  entitled to any  accident,  medical or dental  insurance  benefits
described in the preceding  clause.  Subject to the preceding  sentence,  in the
event that the Executive's  participation in any such plan or program is barred,
GRT and GPLP shall  arrange to cause the Company to provide the  Executive  with
benefits  substantially  similar to those which the  Executive  was  entitled to
receive  under such plans and  programs.  Subject to the first  sentence of this
paragraph,  at the end of the period of coverage,  the Executive  shall have the
option  to  have  assigned  to her at no  cost  to the  Executive  and  with  no
apportionment of prepaid premiums,  any assignable insurance policy owned by the
Company and relating specifically to the Executive.

      (d) All  options  to  purchase  Shares  now or  hereafter  granted  to the
Executive  shall  vest on the day  immediately  prior to the date of a Change in
Control of GRT and become fully exercisable in accordance with their terms.

      (e) The  Executive  shall not be required  to  mitigate  the amount of any
payment provided for in this Section 3 by seeking other employment or otherwise,
nor shall the amount of any payment or benefit provided for in this Section 3 be
reduced by any compensation  earned by the Executive as the result of employment
by another employer or by retirement benefits after the date of termination,  or
otherwise, except as specifically provided in this Section 3.

      4. ADDITIONAL AMOUNT. Whether or not Section 3 hereof is applicable, if in
the opinion of tax counsel  selected by the Executive and reasonably  acceptable
to the Company,  the Executive has or will receive any compensation or recognize
any income  (whether  or not  pursuant  to this  Agreement  or any plan or other
arrangement of the Company and whether or not the  Executive's  employment  with
the Company has terminated) which  constitutes an "excess of parachute  payment"
within the meaning of Section 280G(b)(1) of the Internal Revenue Code of

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1986,  as amended (the "Code") (or for which a tax is  otherwise  payable  under
Section  4999 of the Code),  then GPLP  shall pay the  Executive  an  additional
amount (the  "Additional  Amount")  equal to the sum of (i) all taxes payable by
the  Executive  under  Section  4999 of the Code with respect to all such excess
parachute payments (or otherwise) including,  without limitation, the Additional
Amount,  plus  (ii) all  Federal,  state and  local  income  taxes for which the
Executive  may be liable  with  respect to the  Additional  Amount.  The amounts
payable  pursuant to this Section 4 shall be paid by GPLP to the  Executive  not
later than the date of any Change in Control of GRT, unless  otherwise agreed to
in writing.

      5. EXPENSES.  GPLP shall pay or reimburse the  Executive,  as the case may
be, for all legal fees and  related  expenses  (including  the costs of experts,
evidence and  counsel)  paid by the  Executive as a result of (i) the  Executive
seeking to obtain or enforce any right or benefit  provided by this Agreement or
(ii) any action taken by the Company  against the  Executive  in  enforcing  its
rights hereunder;  provided,  however,  that GPLP shall reimburse the legal fees
and related  expenses  described in Section 5 only if and when a final  judgment
has been rendered in favor of the Executive and all appeals  related to any such
action have been exhausted.

      6. NO EMPLOYMENT  RIGHTS OR OBLIGATIONS.  Nothing  contained  herein shall
confer upon the Executive the right to continue in the  employment or service of
the  Company or affect  any right that the  Company  may have to  terminate  the
employment or service of the Executive at any time for any reason.

      7. GRT GUARANTY.  GRT guarantees the  satisfaction  of all obligations of,
and the full and prompt  payment of all amounts  payable by GPLP  hereunder.  In
addition,  GRT guarantees  the  satisfaction  of all  obligations of the Company
hereunder.

      8 GOVERNING  LAW;  ARBITRATION.  This  Agreement  shall be governed by and
construed in accordance with the internal laws of the State of Maryland, without
regard to Maryland's  conflicts of law  principles.  Any dispute or  controversy
arising under this Agreement, or out of the interpretation hereof, or based upon
the breach hereof,  shall be resolved by arbitration  held at the offices of the
American  Arbitration  Association in The Commonwealth of  Pennsylvania,  in the
City of  Philadelphia,  in  accordance  with the rules and  regulations  of such
association prevailing at the time of the demand for arbitration by either party
hereto;  provided,  however,  that the arbitrator or arbitrators shall only have
the power and  authority to  interpret,  and not modify or amend,  the terms and
provisions  hereof.  Judgment  upon  an  award  rendered  by the  arbitrator  or
arbitrators   may  be  entered  in  any  court  having   jurisdiction   thereof.
Notwithstanding  anything  contained  in this Section 8, either party shall have
the  right to seek  preliminary  injunctive  relief  in any court in the City of
Philadelphia  in aid  of  (and  pending  the  final  decision)  the  arbitration
proceeding.

      9. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement of the
parties and is intended to supersede all prior negotiations,  understandings and
agreements  with  respect to the subject  matter  hereof.  No  provision of this
Agreement may be waived or changed,  except by a writing  signed by the party to
be charged with such waiver or change.

      10. SUCCESSORS;  BINDING AGREEMENT. This shall inure to the benefit of, be
binding upon and enforceable by GRT and GPLP, their successors and assigns,  and
the

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Executive  and the  Executive's  personal or legal  representatives,  executors,
administrators, successors, heirs, distributees, devisees and legatees.

      11.  NOTICES.  All  notices  provided  for in this  Agreement  shall be in
writing,  and shall be deemed to have been duly given when delivered  personally
to the party to receive the same, when given by telex,  telegram or mailgram, or
when mailed first class postage prepaid, by registered or certified mail, return
receipt requested, addressed to the party to receive the same. All notices shall
be deemed to have been given as of the date of personal delivery, transmittal or
mailing thereof.

      12.  SEVERABILITY.  If any provision in this Agreement is determined to be
invalid,  it shall not affect the validity or enforceability of any of the other
remaining provisions hereof.

      13.  GRT  EXCULPATION.  This  Agreement  and  all  documents,  agreements,
understandings  and arrangements  relating to the matters  described herein have
been executed by the undersigned representative of GRT in his/her capacity as an
officer  or  trustee  of GRT which has been  formed as a  Maryland  real  estate
investment  trust  pursuant to the Amended and Restated  Declaration of Trust of
GRT, as amended,  and not  individually,  and neither the trustees,  officers or
shareholders of GRT shall be bound or have any personal  liability  hereunder or
thereunder.   The  Executive  shall  look  solely  to  the  assets  of  GRT  for
satisfaction  of any  liability  of GRT in  respect  to this  Agreement  and all
documents,   agreements,   understandings  and  arrangements  relating  to  this
transaction and will not seek recourse or commence any action against any of the
trustees,  officers or  shareholders  or GRT or any of their personal assets for
the  performance  or payment of any  obligation  hereunder  or  thereunder.  The
foregoing shall also apply to any future documents, agreements,  understandings,
arrangements and transactions between the parties hereto.


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      IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as of
the date first above written.


                              GLIMCHER REALTY TRUST


                              By: /s/ Michael P. Glimcher
                                  -----------------------------------
                                  Michael P. Glimcher, President



                              GLIMCHER PROPERTIES LIMITED PARTNERSHIP

                              BY:  GLIMCHER PROPERTIES CORPORATION,
                                   its General Partner


                              By: /s/ Michael P. Glimcher
                                  -----------------------------------
                                  Michael P. Glimcher, President


EXECUTIVE:


/s/ Lisa A. Indest
---------------------------
Lisa A. Indest