FIRST AMENDMENT TO SEVERANCE AGREEMENT

                                  EXHIBIT 10.5

                     FIRST AMENDMENT TO SEVERANCE AGREEMENT



         This First Amendment (the "First Amendment")   executed January 19, 2007
to the Severance   Agreement (the   "Agreement")   between Acadia Realty Trust (the
"Trust") and Joseph Hogan ("Senior Officer").

         WHEREAS, the Trust and Senior Officer desire to amend the Agreement.

         NOW,   THEREFORE,   in consideration   of the mutual   covenants   contained
herein and for other good and valuable consideration   including the continuation
of   employment   by the Trust,   the   receipt and   sufficiency   of which is hereby
acknowledged, the Trust and Senior Officer hereby agree as follows:

         1. DEFINITIONS. Terms not defined herein have the meanings set forth in
the Agreement.

         a) The   definition   of "Cause" is hereby   deleted and the   following is
hereby substituted therefor:

                  CAUSE.   The Trust   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   Trust   specifically
                  identifying   the manner in which the Trust believes the Senior
                  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 Trust other than the occasional, customary and
                  de minimis use of Trust   property for personal   purposes;   (D)
                  disparagement of the Trust, its officers,   trustees, employees
                  or partners; (E) soliciting any existing employee of the Trust
                  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,
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         b) The   definition   of "Change of Control" is hereby   deleted,   thereby
specifically   deleting the two   sentences set forth in said   definition   wherein
Senior Officer has the right   voluntarily   to terminate   employment on or within
three (3) months   following a Change in Control and to have said   termination be
deemed a termination   for Good Reason,   and the following is hereby   substituted
th