Exhibit 10.1


                              AMENDED AND RESTATED
                               SEVERANCE AGREEMENT


     THIS AMENDED AND RESTATED SEVERANCE  AGREEMENT (the "Agreement") is entered
into as of June 12, 2008, by and between , an  individual  residing in the State
of New York ("Senior  Officer") and Acadia Realty Trust,  a Maryland real estate
investment  trust,  and Acadia Realty Limited  Partnership,  a Delaware  limited
partnership,  both with  offices at 1311  Mamaroneck  Avenue,  Suite 260,  White
Plains, New York 10605 (collectively, the "Company").

                                    RECITALS

     WHEREAS, the Company and Senior Officer previously entered into a Severance
Agreement dated April 6, 2001 (the "Original  Severance  Agreement"),  which was
amended pursuant to a First Amendment to Severance Agreement dated as of January
19, 2007 (the "Amendment",  the Original  Severance  Agreement and the Amendment
are collectively referred to as the "Severance Agreement"); and

     WHEREAS,  Section  409A  of the  Internal  Revenue  Code  requires  certain
modifications be made to the Severance Agreement; and

     WHEREAS,  Senior Officer and the Company desire to enter into the Agreement
to  reflect  those  certain  required  modifications  and  certain  other  items
described herein.

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
and agreement set forth herein, the parties hereby agree as follows:

     1.   Termination of Employment and Change in Control.

     (a) Senior  Officer's  employment  hereunder  may be terminated at any time
under the following circumstances:

     (i)  Cause.  The Company shall have the right to terminate Senior Officer's
          employment   for  Cause  upon   Senior   Officer's:   (A)   deliberate
          misrepresentation  in connection with, or willful failure to cooperate
          with  a  bona  fide  internal  investigation  or an  investigation  by
          regulatory or law enforcement  authorities,  after being instructed by
          the Company to  cooperate,  or the willful  destruction  or failure to
          preserve  documents  or other  materials  known to be relevant to such
          investigation or the willful inducement of others to fail to cooperate
          or to produce documents or other materials; (B) failure to perform his
          duties  hereunder  (other than any such failure  resulting from Senior
          Officer's  incapacity due to physical or mental illness) which failure
          continues for a period of three (3) business days after written demand
          for  corrective  action  is  delivered  by  the  Company  specifically
          identifying  the  manner  in which the  Company  believes  the  Senior
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          Officer  has not  performed  his  duties;  (C)  conduct  by the Senior
          Officer   constituting  a  material  act  of  willful   misconduct  in
          connection  with the  performance  of his duties,  including,  without
          limitation, misappropriation of funds or property of the Company other
          than the occasional,  customary and de minimis use of Company property
          for personal purposes; (D) disparagement of the Company, its officers,
          trustees,  employees or partners; (E) soliciting any existing employee
          of the Company above the level of an administrative  assistant to work
          at another  company;  or (F) the commission by the Senior Officer of a
          felony or misdemeanor involving moral turpitude, deceit, dishonesty or
          fraud.

     (ii) Death. Senior Officer's  employment hereunder shall terminate upon his
          death.

     (iii) Disability.  The  Company  shall have the right to  terminate  Senior
          Officer's  employment due to "Disability" in the event that there is a
          determination  by the  Company  that the  Senior  Officer  has  become
          physically or mentally  incapable of performing  his duties under this
          Agreement and such  disability  has disabled the Senior  Officer for a
          cumulative  period of one  hundred  eighty  (180) days within a twelve
          (12) month period.

     (iv) Good Reason.  The Senior Officer shall have the right to terminate his
          employment within the 90 day period following the Company's failure to
          cure any of the following events that will constitute "Good Reason" if
          not cured within the 30-day period  following  written  notice of such
          default to the Company by the Senior Officer:  (A) upon the occurrence
          of any material  breach of this  Agreement by the Company  which shall
          include but not be limited to: a material,  adverse  alteration in the
          nature of Senior Officer's duties,  responsibilities or authority; (B)
          upon a material reduction in Senior Officer's Annual Base Salary as in
          effect at the time in question,  or a failure to pay such amounts when
          due, or (C) if the Company relocates Senior Officer's office requiring
          the Senior Officer to increase his commuting time by more than one (1)
          hour.  Any notice  hereunder by the Senior Officer must be made within
          90 days after the  Senior  Officer  first  knows or has reason to know
          about the occurrence of the event alleged to be Good Reason.

     (v)  Without  Cause.  The  Company  shall have the right to  terminate  the
          Senior  Officer's  employment  hereunder  Without Cause subject to the
          terms and conditions of this Agreement.

                                      -2-
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     (vi) Change in Control.  For purposes of this Agreement "Change in Control"
          shall  mean that any of the  following  events has  occurred:  (A) any
          "person" or "group" of persons,  as such terms are used in Sections 13
          and  14 of the  Securities  Exchange  Act of  1934,  as  amended  (the
          "Exchange Act"), other than any employee benefit plan sponsored by the
          Company,  becomes  the  "beneficial  owner",  as such  term is used in
          Section 13 of the Exchange Act (irrespective of any vesting or waiting
          periods) of (i) Common Shares in an amount equal to thirty percent (30
          %) or  more  of  the  sum  total  of  the  Common  Shares  issued  and
          outstanding  immediately  prior to such  acquisition as if they were a
          single class and  disregarding any equity raise in connection with the
          financing of such transaction;  provided, however, that in determining
          whether a Change of Control has occurred, Outstanding Shares or Voting
          Securities  which are acquired in an acquisition by (i) the Company or
          any of its  subsidiaries or (ii) an employee  benefit plan (or a trust
          forming  a  part  thereof)  maintained  by the  Company  or any of its
          subsidiaries  shall not  constitute an  acquisition  which can cause a
          Change  of  Control;  or  (B)  the  approval  of  the  dissolution  or
          liquidation  of the Company;  or (C) the approval of the sale or other
          disposition  of all or  substantially  all of its assets in one (1) or
          more transactions;  or (D) a turnover, during any two (2) year period,
          of the  majority of the  members of the Board,  without the consent of
          the majority of the members of the Board as to the  appointment of the
          new Board members.

     (b) Notice of Termination Any termination of Senior Officer's employment by
the Company or any such termination by the Senior Officer (other than on account
of death) shall be  communicated  by written  Notice of Termination to the other
party hereto.  For purposes of this Agreement,  a "Notice of Termination"  shall
mean a notice which shall  indicate the specific  termination  provision in this
Agreement  relied  upon and shall set forth in  reasonable  detail the facts and
circumstances  claimed to provide a basis for  termination  of Senior  Officer's
employment under the provision so indicated.  In the event of the termination of
Senior Officer's  employment on account of death,  written Notice of Termination
shall be deemed to have been provided on the date of death.

     2.   Compensation  Upon  Termination of Employment By the Company for Cause
          or Voluntarily By The Senior Officer.

     In the event the Company terminates Senior Officer's  employment for Cause,
or the Senior Officer voluntarily  terminates his employment,  the Company shall
pay the Senior  Officer any unpaid Annual Base Salary at the rate then in effect
accrued through and including the date of termination  and any accrued  vacation
pay ("Unpaid Accrued  Salary").  In addition,  in such event, the Senior Officer
shall be entitled to exercise any options which,  as of the date of termination,
have vested and are  exercisable in accordance  with the terms of the applicable
option grant  agreement or plan.  All options,  restricted  stock and  long-term
incentive  partnership  interests  ("LTIP" Units") granted to the Senior Officer
which have not vested on the date of termination shall automatically terminate.

                                      -3-
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     Except for any rights which the Senior  Officer may have to Unpaid  Accrued
Salary  through and including the date of  termination,  and vested  options and
stock, the Company shall have no further  obligations  hereunder  following such
termination.  The aforesaid  amounts shall be payable in full  immediately  upon
such termination.

     3.   Compensation  Upon Termination of Employment Upon  Disability,  Death,
          Without Cause or By Senior Officer for Good Reason.

     In the event of termination of Senior  Officer's  employment as a result of
Senior Officer's Disability,  Death, Without Cause or by Senior Officer for Good
Reason,  the Company shall pay to the Senior Officer,  the following in a single
cash payment made within thirty days following the Senior  Officer's  employment
termination  date (or such  later  date as  determined  pursuant  to  Section 21
below):

          (i)  any Unpaid  Accrued  Salary  through  and  including  the date of
               termination; plus

          (ii) an amount equal to one year's  salary at the then current  annual
               base salary (before any  reductions)  (the  "Severance  Salary");
               plus

          (iii) reimbursement of expenses  incurred prior to date of termination
               ("Expense Reimbursement"); plus

          (iv) the Senior  Officer's  car  allowance,  if any, for one year (the
               "Car Allowance"); plus

          (v)  a pro rata portion of Senior Officer's bonus (based upon the last
               two/three year's bonus); plus

     In the event of termination of or resignation by Senior Officer  because of
a Change in Control, in addition to the above amounts,

          (vi) the Company  shall pay to the Senior  Officer an amount  equal to
               six  month's  base  salary  (the  "Change  of  Control  Retention
               Payment"); and

          (vii) the Company  shall  continue  Senior  Officer's  base salary and
               medical  benefits  for a period not to exceed the  earlier of (a)
               six months from the date of such termination or (b) the date when
               Senior  Officer  becomes  reemployed;  provided  that the  Senior
               Officer  shall  collect all such salary and benefits on or before
               March 15th of the  calendar  year  after the date of  termination
               (with the Company  paying the Senior Officer a lump sum as needed
               on or before  such March 15th in order to provide  the full value
               of any salary and benefits otherwise payable thereafter).

                                      -4-
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     Notwithstanding  anything to the contrary  contained  herein, if the Senior
Officer's  employment  is  terminated  Without  Cause,  or  the  Senior  Officer
terminates  his  employment  for Good  Reason  prior to a Change of Control  and
subsequently an event is announced  within six months of his termination  which,
when consummated,  would constitute a Change of Control, then the Senior Officer
shall be entitled to the payment described in Section 3(vi) upon consummation.

     In addition,  all (A)  incentive  compensation  payments or programs of any
nature whether stock based or otherwise that are subject to a vesting  schedule,
including without limitation restricted stock, phantom stock, units and any loan
forgiveness   arrangements   granted   to   the   Senior   Officer   ("Incentive
Compensation")  shall  immediately  vest  as of the  date  of  such  termination
("Vested Incentive  Compensation") and (B) options granted to the Senior Officer
shall immediately vest as of the date of such termination (the "Vested Options")
and the Senior  Officer  shall be entitled at the option of the Senior  Officer,
his estate or his personal representative,  within 18 months of the date of such
termination  (or expiration of their initial term, if earlier),  to exercise any
options which have vested  (including,  without  limitation,  by acceleration in
accordance  with  the  terms  of the  Agreement,  the  applicable  option  grant
agreement  or plan)  and are  exercisable  in  accordance  with the terms of the
applicable option grant agreement or plan and/or any other methods or procedures
for exercise  applicable  to optionees or to require the Company  (upon  written
notice  delivered  within one hundred  (180) days  following  the date of Senior
Officer's  termination,  to  repurchase  all or any portion of Senior  Officer's
vested  options  to  purchase  shares of Common  Shares at a price  equal to the
difference between the Repurchase Fair Market Value (as hereinafter  defined) of
the Common Shares for which the options to be repurchased  are  exercisable  and
the  exercise  price  of  such  options  as of  the  date  of  Senior  Officer's
termination of employment (the "Vested Option Exercise Election").  In the event
of a conflict between any option grant agreement or plan and this Agreement, the
terms  of  this  Agreement  shall  control.  For  purposes  of  this  Agreement,
"Repurchase  Fair Market  Value" shall mean the average of the closing  price on
the New York Stock  Exchange (or such other  exchange on which the Common Shares
are  primarily  traded) of the Common  Shares on each of the trading days within
the twenty (20) days  immediately  preceding the date of  termination  of Senior
Officer's employment.

     Except for any rights which the Senior Officer may have to all of the above
including   unpaid  Accrued   Salary,   Severance   Salary,   Vested   Incentive
Compensation,  Vested Options, Expense Reimbursement,  the Car Allowance and the
Bonus, the Company shall have no further  obligations  hereunder  following such
termination.

     The  parties  both agree that the  agreement  to make  these  payments  was
consideration and an inducement to obtain Senior Officer's consent to enter into
this Agreement. The payments are not a penalty and neither party will claim them
to be a  penalty.  Rather,  the  payments  represent  a  fair  approximation  of
reasonable amounts due to the Senior Officer.

     4.   Change in Control.

     Following a Change in Control, the following rights shall arise:

                                      -5-
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     (a) Options. Any options granted to the Senior Officer that have not vested
as of the date of a Change in Control  shall  immediately  vest upon the date of
the Change in Control.  Neither the  occurrence of a Change in Control,  nor the
vesting in any options as a result  thereof shall require the Senior  Officer to
exercise  any  options.  In the event of a conflict  between  any  option  grant
agreement or plan and this Agreement, the terms of this Agreement shall control.

     (b) Restricted  Stock and LTIP Units.  Any restricted  stock and LTIP Units
granted to the Senior Officer that have not vested as of the date of a Change in
Control shall  immediately  vest upon the date of the Change in Control.  In the
event of a conflict  between any  restricted  stock  agreement  or plan and this
Agreement, the terms of this Agreement shall control.

     (c) Upon Termination. If the surviving entity terminates Senior's Officer's
employment  Without Cause or the Senior  Officer  terminates  his employment for
Good  Reason,  the  Company  or the  surviving  entity  shall pay to the  Senior
Officer,  and the Senior  Officer  shall be entitled  to, all the  payments  and
rights the Senior  Officer would have in Paragraph 3, including the payments due
under Paragraph 3.(vi) and (vii),  but less the value of any severance  payments
Senior Officer  receives from the surviving  entity after the date of the Change
of Control. The rights described herein are subject to the provisions of Section
6(b).

     5.   Indemnification/Legal Fees.

     (a)  Indemnification.  In the event the  Senior  Officer  is made  party or
threatened to be made a party to any action, suit or proceeding,  whether civil,
criminal,  administrative or investigative (a "Proceeding"), by reason of Senior
Officer's  employment  with or serving as an officer of the Company,  whether or
not the basis of such Proceeding is alleged action in an official capacity,  the
Company shall indemnify,  hold harmless and defend Senior Officer to the fullest
extent  authorized  by Maryland  law, as the same  exists and may  hereafter  be
amended, against any and all claims, demands, suits, judgments,  assessments and
settlements  including  all expenses  incurred or suffered by Senior  Officer in
connection  therewith  (including,  without limitation,  all legal fees incurred
using counsel reasonably  acceptable to Senior Officer) and such indemnification
shall  continue  as to Senior  Officer  even after  Senior  Officer is no longer
employed by the Company and shall inure to the benefit of his heirs,  executors,
and  administrators.  To the extent allowed by applicable law, expenses incurred
by Senior Officer in connection with any Proceeding shall be paid by the Company
in advance  upon request of Senior  Officer that the Company pay such  expenses;
but only in the event that Senior Officer shall have delivered in writing to the
Company an  undertaking  to reimburse  the Company for expenses  with respect to
which Senior Officer is not entitled to indemnification.  The provisions of this
Paragraph shall remain in effect after this Agreement is terminated irrespective
of the reasons for termination. The indemnification provisions of this Paragraph
shall not  supersede or reduce any  indemnification  provided to Senior  Officer
under any separate agreement, or the by-laws of the Company since it is intended
that this  Agreement  shall  expand and extend  the Senior  Officer's  rights to
receive indemnity.

                                      -6-
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     (b) Legal Fees.  If any contest or dispute  shall arise between the Company
and Senior Officer  regarding or as a result of any provision of this Agreement,
the Company  shall  reimburse  Senior  Officer  for all legal fees and  expenses
reasonably  incurred  by Senior  Officer  in  connection  with such  contest  or
dispute,  but only if Senior  Officer is successful in respect of  substantially
all of Senior  Officer's  claims  pursued or  defended in  connection  with such
contest or dispute. Such reimbursement shall be made as soon as practicable, and
not more than 60 days,  following  the  resolution  of such  contest  or dispute
(whether or not appealed).

     6.   Successors and Assigns, Term.

     (a) The Company shall require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business  and/or  assets of the  Company,  by  agreement  in form and  substance
satisfactory  to Senior Officer,  to expressly  assume and agree to perform this
Agreement  in the same manner and to the same  extent that the Company  would be
required to perform it if no such  succession  had taken  place.  Failure of the
Company  to obtain any such  agreement  prior to the  effectiveness  of any such
succession  shall be a breach of this Agreement and shall entitle Senior Officer
to compensation  from the Company in the same amount and on the same terms as he
would be entitled to hereunder if Senior  Officer  terminated his employment for
Good Reason  hereunder  in  accordance  with the terms as set forth in Paragraph
1.(a)(iv),  except that for purposes of implementing the foregoing,  the date on
which  any  such  succession  becomes  effective  shall  be  deemed  the date of
termination.  In the event of such a breach  of this  Agreement,  the  Notice of
Termination shall specify such date as the date of termination.  As used in this
Agreement,  "Company"  shall mean the  Company as  hereinbefore  defined and any
successor  to all or  substantially  all of its  business  and/or  its assets as
aforesaid  which  executes  and  delivers  the  Agreement  provided  for in this
Paragraph 6 or which otherwise  becomes bound by all the terms and provisions of
this  Agreement by operation of law. Any cash  payments  owed to Senior  Officer
pursuant  to this  Paragraph  6 shall be paid to Senior  Officer in a single sum
without discount for early payment  immediately prior to the consummation of the
transaction  with  such  successor.  Nothing  in this  Paragraph  6(a)  shall be
construed  to  interfere  with the  Company's  right to implement or pursue such
succession.

     (b)  Notwithstanding  anything  to  the  contrary  contained  herein,  this
Agreement, including the obligations described in Section 4.(c), shall terminate
and be of no  further  force and  effect 18 months  from the date of a Change of
Control.

     7.   Timing of and No Duplication of Payments.

     All payments  payable to Senior Officer pursuant to this Agreement shall be
paid as soon as  practicable  after such  amounts  have become  fully vested and
determinable.  In  addition,  Senior  Officer  shall not be  entitled to receive
duplicate payments under any of the provisions of this Agreement.

     8.   Modification or Waiver.

     No amendment,  modification,  waiver,  termination or  cancellation of this
Agreement  shall be binding or effective for any purpose  unless it is made in a
writing  signed  by the  party  against  whom  enforcement  of  such  amendment,
modification,  waiver,  termination  or  cancellation  is  sought.  No course of
dealing between or among the parties to this Agreement shall be deemed to affect
or to modify,  amend or discharge  any provision or term of this  Agreement.  No
delay on the part of the  Company or Senior  Officer in the  exercise  of any of
their  respective  rights or remedies shall operate as a waiver thereof,  and no
single or partial exercise by the Company or Senior Officer of any such right or
remedy shall preclude other or further  exercise  thereof.  A waiver of right to
remedy on any one  occasion  shall not be construed as a bar to or waiver of any
such right or remedy on any other occasion.

                                      -7-
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     The  respective  rights and  obligations  of the  parties  hereunder  shall
survive the Senior  Officer's  termination of employment and termination of this
Agreement to the extent  necessary for the intended  preservation of such rights
and obligations.

     9.   Notices.

     All notices or other  communications  required or permitted hereunder shall
be made in writing and shall be deemed to have been duly given if  delivered  by
hand or delivered by a recognized  delivery service or mailed,  postage prepaid,
by  express,  certified  or  registered  mail,  return  receipt  requested,  and
addressed to the Company at the address set forth above or Senior Officer at his
address as set forth in the Company  records (or to such other  address as shall
have been previously provided in accordance with this Paragraph 10).

     10.  Governing Law.

     This  Agreement  will be governed by and construed in  accordance  with the
laws of the State of New York.

     11.  Severability.

     Whenever  possible,  each  provision  and term of this  Agreement  shall be
interpreted  in such manner as to be effective and valid under  applicable  law,
but if any provision or term of this Agreement shall be held to be prohibited by
or invalid under such  applicable  law,  then,  such  provision or term shall be
ineffective  only to the  extent  of such  prohibition  or  invalidity,  without
invalidating  or  affecting  in any  manner  whatsoever  the  remainder  of such
provisions or term or the remaining provisions or terms of this Agreement.

     12.  Legal Representation.

     Each of the Company and Senior  Officer has had an  opportunity  to discuss
this Agreement with counsel.

     13.  Counterparts.

     This Agreement may be executed in separate  counterparts,  each of which is
deemed to be an original and both of which taken together  shall  constitute one
and the same Agreement.

     14.  Headings.

     The  headings  of  the  Paragraphs  of  this  Agreement  are  inserted  for
convenience  only and shall not be deemed to  constitute a part hereof and shall
not affect the construction or interpretation of this Agreement.

                                      -8-
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     15.  Entire Agreement.

     This Agreement constitutes the entire agreement of the parties with respect
to the subject  matter  hereof and  supersedes  all other prior  agreements  and
undertakings,  both  written  and oral,  among the parties  with  respect to the
subject matter hereof.

     16.  Survival of Agreements.

     The  covenants  made in  Paragraphs  1 through  5 each  shall  survive  the
termination of this Agreement.

     17.  Binding Effect.

     This Agreement shall be binding on the Company, its successors and assigns,
including any surviving entity  resulting from a merger,  consolidation or other
corporate reorganization.

     18.  Senior Officer's Covenants.

     Senior  Officer  covenants  and agrees  that in the event he  receives  any
compensation  (other than  compensation  upon  termination  of employment by the
Company  for  Cause or  voluntarily  by the  Senior  Officer)  pursuant  to this
Agreement,  he shall not solicit for employment any personnel above the position
of  Administrative  Assistant  employed  by  the  Company  at  the  time  of his
termination  for a period of two years from his Date of  Termination  as long as
such personnel is still employed by the Company. Nothing contained herein to the
contrary,  however,  shall prevent Senior Officer from providing a reference for
any such personnel.

     19.  Confidentiality.

     Senior Officer and the Company agree to keep this Agreement confidential to
the extent  permitted by law.  Senior  Officer agrees to keep  confidential  all
information  in his  possession  regarding the Company,  its  properties and its
plans, which is not generally known to the public.

     20.  Excess Parachute Payments.

     Any provision of this Agreement to the contrary notwithstanding,  if any of
the payments or benefits provided for in this Agreement, together with any other
payments  which  Employee  has a right to receive from the Company or any of its
affiliates,  constitute a "parachute payment",  as defined in Section 280G(b)(2)
of the Internal Revenue Code of 1986, as amended (the "Code"), payments pursuant
to this Agreement  shall be reduced,  if necessary to the largest amount as will
result in no portion of such payments being subject to the excise tax imposed by
Section 4999 of the Code, all as determined by the Company's  regularly  engaged
independent public accountants.

                                      -9-
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     21.  Compliance with Section 409A.

     (a) Generally.  Except to the extent specifically  provided in any separate
written agreement between the Senior Officer and the Company, the Senior Officer
shall -- with  respect to any and all amounts and  benefits  payable  under this
Agreement -- be solely  responsible for the satisfaction of any taxes (including
applicable  withholding  and  employment  taxes,  and taxes  arising  under Code
Sections  409A  regarding  deferred   compensation  and  4999  regarding  golden
parachute excise taxes).  Although the Company intends and expects that the Plan
and its awards and benefits  will not give rise to the taxes  imposed under Code
Section 409A,  neither the Company nor its employees,  directors or their agents
shall have any obligation to pay, to mitigate, or to otherwise indemnify or hold
the Senior Officer harmless from any or all of such taxes.

     (b) Section  409A's  Six-month  Delay  Rule.  If, at the time of the Senior
Officer's  "separation  from service" (within the meaning of Code Section 409A),
the Senior Officer is a "specified employee" (within the meaning of Code Section
409A), the Company will not pay or provide any "Specified  Benefits" (as defined
herein)  until after the end of the sixth  calendar  month  beginning  after the
Senior  Officer's  separation from service (the "409A Suspension  Period").  For
purposes of this  Agreement,  "Specified  Benefits"  are any amounts or benefits
that would be subject to Section  409A  penalties  if the Company were to pay or
otherwise  settle  such  amounts or  benefits,  pursuant to this  Agreement,  on
account of the Senior Officer's separation from service. Within 14 calendar days
after the end of the 409A Suspension  Period, the Senior Officer shall be paid a
lump sum payment in cash equal to any Specified  Benefits delayed because of the
preceding  sentence,  without  interest.  Thereafter,  the Senior  Officer shall
receive any  remaining  payments  or other  benefits as if there had not been an
earlier delay.

     (c)  Interpretation  and Amendments.  All payments and benefits provided to
Senior  Officer  through this  Agreement  are intended to be exempt from Section
409A of the Code,  and the Company shall have  complete  discretion to interpret
and construe  this  Agreement  and any  associated  documents in any manner that
establishes an exemption from (or otherwise  conforms them to) the  requirements
of Section 409A.

     If, for any reason  including  imprecision in drafting,  any Plan provision
does not accurately reflect its intended  establishment of an exemption from (or
compliance   with)  Code  Section   409A),   as   demonstrated   by   consistent
interpretations  or other  evidence  of intent  (by the  Company in its sole and
absolute  discretion),  the provision shall be considered ambiguous and shall be
interpreted by the Company in a fashion  consistent  herewith,  as determined in
the sole and absolute discretion of the Company.  The Company reserves the right
(including  the  right to  delegate  such  right)  to  unilaterally  amend  this
Agreement  without  the  consent  of the Senior  Officer in order to  accurately
reflect  its correct  interpretation  and  operation,  as well as to maintain an
exclusion from the application of, or compliance with, Code Section 409A.

                                      -10-
<PAGE>

     22.  Prior Understandings.

     This Agreement embodies the entire contract between the parties hereto with
respect to employment and severance and supersedes any and all prior  agreements
and  understandings,  written or oral,  formal or  informal  by and  between the
Company and the Senior Officer.

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


                                    ACADIA REALTY TRUST


                                    By:___________________________




                                    ACADIA REALTY LIMITED PARTNERSHIP

                                    By: Acadia Realty Trust, its General Partner


                                    By:___________________________





                                    ------------------------------
                                    Name:
                                    Title:



                                      -11-