On January 2, 2013, the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of Home Properties, Inc. (the "Company" or "HME") adopted a form of Master Agreement with respect to restricted stock unit grants made on January 2, 2013 pursuant to the Company's 2011 Stock Benefit Plan (the "Plan"). Awards were approved for certain of the Company's officers, including the Chief Executive Officer, the Chief Financial Officer and the other named executive officers (as defined in Item 4.02 (a)(3) of Regulation S-K promulgated by the Securities and Exchange Commission).

The form of the Master Agreement sets forth the terms and conditions on which restricted stock units are earned by the award recipient. The restricted stock units are payable upon vesting in shares of the Company's common stock. Service-vested awards vest ratably over three years on each anniversary of the grant date subject to continued employment. Performance-vested awards relate to the performance period January 1, 2013 to December 31, 2015 and vest fifty percent on December 31, 2015 and fifty percent as of December 31, 2016, subject to continued employment and based on achievement of performance goals as set forth in the Master Agreement. The exact number of shares earned is determined based on performance over the three-year period as measured by reference to total shareholder return ("TSR") on the Company's common stock based on stock appreciation and reinvested dividends as described in the Master Agreement.

The performance requirements and goals linked to the vesting of the performance awards are as follows:

  Performance Requirements        Performance Goals      Weighting
                             Threshold  Target  Maximum

Home Properties TSR             7%        9%      11%       50%
Relative NAREIT All Equity    HME TSR  HME TSR  HME TSR     25%
REIT Index TSR               is within    is       is
                             350 basis  within  greater
                              points   100 bps  than 250
                              ("bps")  below or   bps
                             below the  above    above
                               index     the      the
                              return    index    index
                                        return   return
Relative NAREIT Apartment     HME TSR  HME TSR  HME TSR     25%
Index TSR                    is within    is       is
                              350 bps   within  greater
                             below the 100 bps  than 250
                               index   below or   bps
                              return    above    above
                                         the      the
                                        index    index
                                        return   return

Each of the service-vested restricted stock units and the performance-vested restricted stock units has a dividend equivalent right associated with it, which is payable in cash upon the vesting of the related award. Each of the dividend equivalent rights is subject to the same terms and conditions as the restricted stock unit to which it relates, including vesting.

The foregoing description of the Master Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Master Agreement filed as Exhibit 10.1 hereto and incorporated herein by reference.

At its meeting on January 2, 2013 as previously authorized by the Board, the Committee also approved awards under the Master Agreement to the named executive officers with such awards to be effective on January 2, 2013.

The number of the restricted stock units awarded to each named executive officer is set forth below:

   Name              Title          Service-Vested Performance-Vested
                                                       at Target

Edward      President and CEO            7,783            23,350
Pettinella
David       Executive Vice               2,830             8,491
Gardner     President & CFO
Ann         Executive Vice               1,940             5,822
McCormick   President & General
            Counsel
John Smith  Senior Vice President        1,223             3,669

The number of restricted stock units awarded was based on an approved award value divided by the closing price of a share of the Company's common stock on the New York Stock Exchange on January 2, 2013.

(d) Exhibits
10.1 Home Properties, Inc. 2011 Stock Benefit Plan 2013 Restricted Stock Unit Master Agreement and Form of Award Certificate.