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

The Amended and Restated Stock Benefit Plan (the “Plan”) of Home Properties, Inc. (the “Company”) as amended by Amendment No. One and Amendment No. Two 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, Stock Options or SARs or otherwise amend any of the terms of an outstanding Director’s Option, Stock Option or SAR if such extension or amendment would result in a violation of Code Section 409A or if such extension would cause such Director’s Option, Stock Option or SAR 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.  The Board of Directors may from time to time make such amendments to the Plan as it may deem advisable, including amendments deemed necessary or desirable to comply with Section 409A of the Code, Section 422 of the Code with respect to Inventive Stock Options and Rule 16b-3 or any successor or replacement provisions and any regulations issued thereunder; provided, however, that no amendment shall be made without the approval of the Company’s shareholders if such approval is required in the determination of the Board of Directors in order to preserve the intended benefits of the Plan to the Company and the Participant