AMENDMENT NO. 52 TO THE SECOND
AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP OF HOME PROPERTIES OF NEW YORK, L.P.
This AMENDMENT NO. 52 TO THE SECOND AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP OF HOME PROPERTIES OF NEW YORK, L.P., dated as of March 25, 2002
(this "Amendment") is being executed by Home Properties of New York, Inc., a Maryland corporation (the
"General Partner"), as the general partner of Home Properties of New York, L.P., a New York limited
partnership (the "Partnership"), pursuant to the authority conferred on the General Partner by
Section 9.10(b)(iii) of the Second Amended and Restated Agreement of Limited Partnership of Home Properties
of New York, L.P., dated as of September 23, 1997, as amended (the "Agreement"). Capitalized terms used,
but not otherwise defined herein, shall have the respective meanings ascribed thereto in the Agreement.
WHEREAS, on March 21, 2002, the General Partner filed Articles Supplementary amending its Charter to
designate a classify 3,000,000 shares of authorized but unissued shares of its preferred stock, par value $0.01
per share, as shares of its Series F Cumulative Redeemable Preferred Stock (the Series F Preferred Stock");
WHEREAS, in accordance with Section 3.04 of the Agreement, upon the issuance of any such shares of Series
F Preferred Stock, the General Partner will contribute the net cash proceeds from such issuance to the QRS (as
defined in the Agreement), which will contribute such net proceeds to the Partnership in exchange for a number of
Partnership Preferred Units equal to the number of shares of Series F Preferred Stock so issued, which
Partnership Preferred Units shall have designations, preferences and other rights, terms and provisions that are
substantially the same as the designations, preferences and other rights, terms and provisions of the Series F
Preferred Stock, except as otherwise set forth herein; and
WHEREAS, pursuant to Section 3.03(a) of the Agreement, the General Partner is authorized t