AMENDMENT NUMBER ONE TO HOME PROPERTIES, INC. 2008 STOCK BENEFIT PLAN

The 2008 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 Option or otherwise amend any of the terms of an outstanding Stock Option if such extension or amendment would result in a violation of Code Section 409A or if such extension would cause such 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