exv10w66



 






Exhibit 10.66




June 1, 2005




Mr. Richard Gershenson

31500 Northwestern Highway, Suite 300

Farmington Hills, Michigan 48334



          Re: Ramco-Gershenson Properties Trust



Dear Richard:




          Reference is made to that certain Employment Agreement dated as of May 10, 1996, by and
between Ramco-Gershenson Properties Trust and Richard Gershenson. Such Agreement had a term of
three years and has been extended thereafter from year to year.




          In connection with your decision to leave the employment of the Trust and in consideration of
your willingness to provide consulting services to the Trust for a period of 12 months from and
after the termination of your employment, you and the Trust agree as follows:





	 	1.	 	Your employment with the Trust pursuant to the Employment Agreement dated May
10, 1996, shall be deemed terminated as of May 31, 2005. Upon execution of this
letter you shall receive the sum of $250,000.00 as full payment of any bonus due and
owing you for services rendered.
	 
	 	2.	 	From June 1, 2005, until May 31, 2006, you shall provide consulting services
to the Trust as requested by the Trust, including working on behalf of the Trust to
conclude the transactions listed on Exhibit A hereto. In consideration of your
efforts on behalf of the Trust and provided you continue to perform services as
requested of you by the Trust during such period, the Trust will pay you $10,000.00
per month commencing June 1, 2005, through May 31, 2006. You shall provide the Trust
with a monthly accounting of your activities.
	 
	 	3.	 	It is recognized that in your role as consultant to the Trust there is the
potential that you will be introduced to business opportunities while acting in your
role as consultant to the Trust. These business opportunities shall belong to the
Trust whether or not you offer them to the Trust initially or not and whether or not
you or the company in which you become employed, which we understand to be Gershenson
Realty and Investment, elects to pursue them in any fashion or manner at any time
after the end of your consulting arrangement.
	 
	 	4.	 	The Trust will reimburse you for the cost of medical coverage incurred by you
through and including your consulting period. Upon the termination of your consulting
period the Trust shall have the right to either continue such coverage for as long
thereafter as it deems appropriate or to pay to you the sum of $150,000.00 less the
cost incurred by the Trust in providing you with such coverage from June 1, 2005,
through the date of termination of such coverage.




 









 






	 	5.	 	There is listed on Exhibit A hereto a number of business opportunities upon
which you are working on behalf of the Trust. Any new opportunities identified by you
shall be added to the list. Each of these opportunities is designated as “New
Opportunity.” As to any such New Opportunity, if the Trust shall “close” on any of
them, you shall be entitled to a bonus for your efforts in connection therewith of
$75,000.00 per transaction. The term “close” shall mean the actual conveyance of the
property to the Trust or an affiliate of the Trust.
	 
	 	6.	 	Until such time as you have relocated your office, you shall have the right
to use your existing office through the period of your consulting services. You shall
continue to have the right to your current parking space for as long as such space is
available to the Company and the Company shall pay the cost thereof through December
31, 2005. In connection with your election to move your office, you shall be entitled
to a relocation allowance of $35,000.00 upon your so vacating your office. In the
event you so relocate, you shall be entitled to take the furniture currently located
in your office with you at no cost.




      Please confirm that the foregoing accurately sets forth our agreement.




	 	 	 	 	 	 	 	 	 
	 	 	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	RAMCO-GERSHENSON PROPERTIES TRUST	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Dennis Gershenson	 	 
	 

	 	 	 	 	 	 

Dennis Gershenson
	 	 
	 
	 	 	 	 	 	 	 	 
	Acknowledged and agreed.

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Richard Gershenson
	 	 	 	 	 	 	 	 
	 

RICHARD GERSHENSON

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Date: June 2, 2005