INDEMNIFICATION AGREEMENT

THIS AGREEMENT is made on the date set forth below to be effective as of the 1 ^st   day of January, 2009 between Home Properties, Inc. (the “Company”), a Maryland corporation and Stephen Blank (“Indemnitee”).

WHEREAS , highly competent persons are reluctant to serve as directors and officers of the Company unless they are provided with adequate protection through insurance and adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the Company;

WHEREAS, the current limitations on coverage of available insurance and the uncertainties relating to indemnification have increased the difficulty of attracting and retaining such persons;

WHEREAS, the Board of Directors of the Company has determined that the ability to attract and retain such persons is in the best interests of the Company’s stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;

WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified; and

WHEREAS, the Indemnitee is willing to serve, continue to serve and to consider taking on additional service for or on behalf of the Company on the condition that the Indemnitee be so indemnified;

NOW, THEREFORE, the Company and the Indemnitee hereby agree as follows:

1.      Statutory Indemnity .  Without limiting any other indemnification rights Indemnitee may have, under this Agreement or otherwise, the Company hereby agrees to hold harmless and indemnify Indemnitee to the full extent authorized or permitted by the provisions of the Maryland General Corporation Law, or by any amendment thereof or other statutory provisions authorizing or permitting such indemnification which is adopted after the date hereof.

2.      Indemnity .  Without limiting any other indemnification rights Indemnitee may have, under this Agreement or otherwise, subject only to the exclusions set forth in Section 3 hereof, the Company hereby agrees to hold harmless and indemnify Indemnitee:

(a)           Against any and all expenses (including attorneys’ fees and expenses incurred in defense or investigation of any claim, including a claim against the Company or Indemnitee with respect to this Agreement), judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of the Company) to which Indemnitee is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Indemnitee is, was or at any time becomes a director, officer, employee or agent of the Company, or is or was serving or at any time serves at the request of the Company as a director, officer, employee or agent of Home Properties of New York, L.P. (the “Partnership”), the limited partnership of which the Company is general partner, or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise;

(b)           Otherwise to the fullest extent as may be permitted to Indemnitee by the Company under the non-exclusivity provisions of Article VII of the By-laws of the Company as in effect on the date hereof and subparagraphs (g) and (h) of Section 2-418 of the Maryland General Corporation Law or any successor provision; and

(c)           The Company covenants and agrees to maintain Directors’ and Officers’ Liability Insurance on terms at least as favorable to Indemnitee as the policy currently in effect (the “D&O Policy”) unless otherwise approved by a majority of the Board of Directors of the Company.

3.      Limitations on Indemnity.   No indemnity pursuant to Section 2 hereof shall be paid by the Company:

(a)           if the act or omission of the Indemnitee was material to the matter giving rise to the proceedings and was committed in bad faith or as a result of active and deliberate dishonesty;

(b)           in the case of any criminal proceeding, the Indemnitee had reasonable cause to believe that the act or omission was unlawful;

(c)           if a final decision by a court having jurisdiction in the matter, or an opinion of Company counsel (or, if requested by Indemnitee, counsel independent of the Company and Indemnitee) shall determine that such indemnification is unlawful; or

(d)           if the liability arises under the Securities Act of 1933 in connection with any offering registered