**EXHIBIT 10.2****AMENDMENT TO PARTICIPATION LETTER**     The Participation Letter dated April 14, 2005 from Benjamin C. Bishop, Jr., on behalf ofCRT Properties, Inc., to Terence D. McNally (the “Executive) is hereby amended by deleting thesecond full paragraph on page 2 and substituting therefor the following:     “If a Change in Control occurs during 2005 (or 2006 pursuant to an agreementreached in 2005) and your employment is terminated by the Company without Cause (asdefined below) or you resign for Good Reason (as defined below), you shall beentitled to an amount, payable in a lump sum as soon as practicable following thedate of your termination, equal to two times the sum of your annual base salary atthe rate in effect as of the date of your termination and an amount equal to themid-point between your target annual cash bonus and your maximum annual cash bonus,provided that you execute, deliver and do not revoke (within the time periodpermitted by applicable law) a general release substantially in the form attachedhereto as Appendix I.     ‘Cause’ exists if you are convicted of, or plead guilty or nolo contendere to,a felony (other than a felony involving a traffic violation or as a result ofvicarious liability) or if you engage in willful misconduct with regard to theCompany that has a material adverse effect on the Company. Misconduct will not bedeemed ‘willful’ unless you engage in it in bad faith and without a reasonablebelief that it is in, or not opposed to, the interests of the Company.     ‘Good Reason’ exists if any of the following events occurs:          (i) an adverse change, not consented to by you, in the nature or scope of yourresponsibilities, authorities, powers, functions or duties from theresponsibilities, authorities, powers, functions or duties exercised by youimmediately prior to the Change in Control; or          (ii) a reduction in your annual base salary or a material reduction in yourannual or long-term incentive opportunity as in effect on the date hereof or as thesame may be increased from time to time hereafter; or          (iii) the relocation of the Company’s offices at which you are principallyemployed immediately prior to the date of a Change in Control to any other locationmore than 35 miles away; or          (iv) the failure by the Company to obtain an effective agreement from anysuccessor to assume and agree to perform this Agreement.     In the event that any payment of benefit made or provided to or for yourbenefit in connection with this Agreement, your employment with the Company, or anytermination of such employment (a ‘Payment’) is determined to be subject to anyexcise tax (‘Excise Tax’) imposed by Section 4999 of the Internal Revenue
 

 
Code of 1986 (or any successor to such Section), you shall be entitled to receive,prior to the time any Excise Tax is payable with respect to such Payment (throughwithholding or otherwise), an additional amount which, after the imposition of allincome, employment, excise and other taxes thereon, is equal to the sum of theExcise Tax on such Payment plus any penalty and interest assessmentsassociated with such Excise Tax. The determination of whether any Payment issubject to an Excise Tax and, if so, the amount to be paid to you and the time ofpayment shall be made by an independent auditor (the ‘Auditor’) paid by the Company.The Auditor shall be a nationally recognized United States public accounting firmselected by the Company unless you reasonably object to the use of that firm, inwhich event the Auditor shall be a nationally recognized United States publicaccounting firm chosen by you in consultation with the Company. You agree tocooperate with the Company in connection with any proceeding or claim relating tothe existence or amount of any liability for Excise Tax. All expenses relating toany such proceeding or claim (including reasonable attorneys’ fees and otherexpenses incurred by you in connection therewith) will be paid by the Company,promptly upon your request, and any such payment shall (for the avoidance of doubt)be subject to gross-up under this Agreement in the event that you are subject toExcise Tax on it.”     Executed this 17th day of June, 2005 by and between CRT Properties, Inc. and by theExecutive.      CRT PROPERTIES, INC.