AMENDMENT NUMBER ONE TO AMENDED AND RESTATED HOME PROPERTIES, INC. 2003 STOCK BENEFIT PLAN

The Amended and Restated 2003 Stock Benefit Plan (the “Plan”) of Home Properties, Inc. (the “Company”), as amended, is hereby amended as described below:

1.            Limitations on Amendments to Outstanding Grants .  The following language shall be added at the end of Section 2.2(b) of the Plan:

“In no event and notwithstanding anything to the contrary herein, the Committee may not extend the exercise period of any Director’s Options or Stock Options or otherwise amend any of the terms of an outstanding Director’s Option or Stock Option if such extension or amendment would result in a violation of Code Section 409A or if such extension would cause such Director’s Option or Stock Option to no longer be exempt from the provisions of such Section 409A.”

2.            Amendment of Plan .  Section 2.6 shall be deleted in its entirety and replaced with the following:

“The Plan may be suspended, terminated or reinstated, in whole or in part, at any time by the Board of Directors.  This Plan may be amended only with the approval of the holders of a majority of the shares of Common Stock eligible to vote.  Notwithstanding the prior sentence, the Board of Directors may from time to time make amendments to the Plan without shareholder consent if such amendments are made to: (i) reflect a change that is of an immaterial nature or to cure any ambiguity; (ii) comply with Section 409A of the Code, Section 422 of the Code with respect to Inventive Stock Options, Rule 16b-3 and the rules of the New York Stock Exchange or any successor or replacement provisions and any regulations issued thereunder; and (iii) to satisfy any requests, conditions or guidelines contained in any order, direction, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; provided, however, that no amendment shall be made if it would result in a violation of Section 409A of the Code..

Except as otherwise provided herein, termination or amendment of the Plan shall not, without the consent of a Participant, affect su