HOME PROPERTIES OF NEW YORK, INC.
AMENDMENT NO. THREE
2000 STOCK BENEFIT PLAN
This Amendment No. Three to the 2000 Stock Benefit Plan (the "Plan") was
duly adopted by the Board of Directors of Home Properties of New York, Inc.
effective as of May 6, 2003.
1. Defined Terms. All capitalized terms used herein but not defined in this
Amendment shall have the meaning given them in the Plan.
2. Amendment to the Plan.
The following shall be added as paragraph (e) to Section 6.2 of the Plan:
"(e) Change of Control. Notwithstanding anything to the contrary herein, in
the event of a Participant's termination of employment in circumstances
described in the Retention Plan (as defined in Section 7.1 of this Plan)
under which benefits would be paid to the Participant pursuant to the
Retention Plan, any restrictions applicable to any shares of Restricted
Stock outstanding as of the date of termination granted to the Participant
under the Plan shall lapse and such shares of Restricted Stock shall become
free of all restrictions and limitations and shall become fully vested and
3. Miscellaneous. As modified by this Amendment No. Three, the Plan shall
remain in full force and effect.