S-8

As filed with the Securities and Exchange Commission on May 11, 2010

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

HOME PROPERTIES, INC.

(exact name of registrant as specified in its charter)

MARYLAND	16-1455126
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)
850 Clinton Square, Rochester, New York	14604
(Address of Principal Executive Offices)	(Zip Code)

HOME PROPERTIES, INC. DIRECTOR DEFERRED COMPENSATION PLAN

(Full title of the Plan)

Ann M. McCormick, Esq.

Executive Vice President, Secretary and General Counsel

Home Properties, Inc.

850 Clinton Square

Rochester, New York 14604

(585) 246-4105

(585) 232-3147

(Name, address, including zip code, and telephone

number, including area code, of agent for service)

Copy to:

Deborah McLean, Esq.

Nixon Peabody LLP

1100 Clinton Square

Rochester, New York 14604

(585) 263-1307

(866) 947-0724

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ                                                                    Accelerated filer 

Non-accelerated filer    (Do not check if a smaller reporting company)                                                                                          Smaller reporting company 

CALCULATION OF REGISTRATION FEE

		Proposed	Proposed
		Maximum	Maximum
Title of		Offering	Aggregate
Securities to be	Amount to be	Price Per	Offering	Amount of
Registered	Registered(1)	Share(2)	Price(2)	Registration Fee
Common Stock	50,000	$49.04	$2,452,000	$174.83
$0.01 par value

(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Home Properties, Inc. Director Deferred Compensation Plan.

(2) Inserted solely for the purpose of calculating the registration fee pursuant to Rule 457(h) and based upon the average of the high and low prices for the registrant’s Common Stock on the New York Stock Exchange reported as of May 10, 2010.

Approximate date of commencement of the proposed issuance of the securities to the public: From time to time after the Registration Statement becomes effective.

Part II

INFORMATION REQUIRED IN THE

REGISTRATION STATEMENT

Registration of Additional Securities

Home Properties, Inc. (the “Registrant”) is filing this registration statement on Form S-8 in order to register an additional 50,000 shares of its common stock, $0.01 par value per share (the “Common Stock”), relating to the Registrant’s Director Deferred Compensation Plan, as amended (the “Plan”).  The Registrant previously filed a Registration Statement on Form S-8 on May 23, 2000 (Registration No. 333-37624) relating to the registration of 50,000 shares of Common Stock that may be acquired under the Plan.  The Registrant also previously filed a Registration Statement on Form S-8 on August 18, 2005 (Registration No. 333-127659) relating to the registration of an additional 50,000 shares of Common Stock that can be acquired under the Plan.  In accordance with Instruction E of the General Instructions to Form S-8, the contents of the previous Registration Statements, Registration No. 333-37624 and Registration No. 333-127659, are incorporated herein by reference.

Item 3.              Incorporation of Documents by Reference

The following documents which have been filed by the Registrant with the U.S. Securities and Exchange Commission (the “Commission”) are incorporated herein by reference:

(a)   The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, filed with the Commission on February 26, 2010;

(b)   The Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2010, filed with the Commission on May 7, 2010;

(c)   The Registrant’s Current Reports on Form 8-K filed with the Commission on February 18, 2010, and May 6, 2010; and

(d)   The description of the Common Stock set forth in the Registrant’s registration statement on Form 8-A (Reg. No. 001-13136), filed with the Commission on June 9, 1994, including all amendments and reports filed for the purpose of updating that description.

In addition, all documents and reports and any future filings made by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents or reports.  Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.  Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

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Item 4.              Description of Securities.

Not applicable.

Item 5.              Interests of Named Experts and Counsel.

The validity of the securities offered hereby will be passed upon by Nixon Peabody LLP, Rochester, New York. Certain partners of Nixon Peabody LLP own equity equal to less than 1% of the equity of Home Properties, Inc. and Home Properties, L.P. on a fully diluted basis.

Item 6.              Indemnification of Directors and Officers.

The Registrant’s officers and directors are and will be indemnified under Maryland law, the Articles of Incorporation of the Company, as amended (“Articles of Incorporation”), the By-laws of the Company, as amended (“By-laws”), and the Partnership Agreement (“Partnership Agreement”) of Home Properties of New York, L.P., as amended, a New York limited partnership of which the Registrant is the general partner (the “Operating Partnership”), against certain liabilities.  The Articles of Incorporation require the Registrant to indemnify its directors and officers to the fullest extent permitted from time to time by the laws of Maryland.  The By-laws contain provisions which implement the indemnification provisions of the Articles of Incorporation.

The Maryland General Corporation Law (“MGCL”) permits a corporation to indemnify its directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made a party by reason of their service in those or other capacities unless it is established that the act or omission of the director or officer was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty, or the director or officer actually received an improper personal benefit in money, property or services, or in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.  No amendment of the Articles of Incorporation shall limit or eliminate the right to indemnification provided with respect to acts or omissions occurring prior to such amendment or repeal.  The MGCL permits the Registrant to provide indemnification to an officer to the same extent as a director, although additional indemnification may be provided if such officer is not also a director.

The MGCL permits the articles of incorporation of a Maryland corporation to include a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages, subject to specified restrictions.  The MGCL does not, however, permit the liability of directors and officers to the corporation or its stockholders to be limited to the extent that: (1) it is proved that the person actually received an improper benefit or profit in money, property or services (to the extent such benefit or profit was received), or (2) a judgment or other final adjudication adverse to such person is entered in a proceeding based on a finding that the person’s action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding.  The Articles of Incorporation contain a provision consistent with the MGCL.  No amendment of the Articles of Incorporation shall limit or eliminate the limitation of liability with respect to acts or omissions occurring prior to such amendment or repeal.

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The Partnership Agreement also provides for indemnification of the Registrant and its officers and directors to the same extent indemnification is provided to officers and directors of the Registrant in its Articles of Incorporation.  Additionally, the Partnership Agreement limits the liability of the Registrant and its officers and directors to the Partnership and its partners to the same extent liability of officers and directors of the Registrant to the Registrant and its stockholders is limited under the Articles of Incorporation.

The Registrant has entered into indemnification agreements with each of the Registrant’s directors and certain of its officers.  The indemnification agreements require, among other things, that the Registrant indemnify its directors and those officers to the fullest extent permitted by law, and advance to the directors and officers all related expenses, subject to reimbursement if it is subsequently determined that indemnification is not permitted.  The Registrant also must indemnify and advance all expenses incurred by directors and officers seeking to enforce their rights under the indemnification agreements, and cover directors and officers under the Registrant’s directors’ and officers’ liability insurance.  Although the form of indemnification agreement offers substantially the same scope of coverage afforded by provisions in the Articles of Incorporation, the By-laws, and the Partnership Agreement, it provides greater assurance to directors and officers that indemnification will be available, because, as a contract, it cannot be modified unilaterally in the future by the Board of Directors or by the stockholders to eliminate the rights provided.

The Registrant has purchased insurance under a policy that insures both the Registrant and its officers and directors against exposure and liability normally insured against under such policies, including exposure on the indemnities described above.

Item 7.              Exemption from Registration Claimed.

Not applicable.

Item 8.              Exhibits.

See Exhibit Index.

Item 9.              Undertakings.

(a)              The undersigned registrant hereby undertakes:

(1)              To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)              To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);

(ii)              To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement;

(iii)              To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

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provided however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.

(2)              That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)              To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)              The undersigned Registrant hereby undertakes that, for purposes of determining liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)              Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rochester, State of New York, on the 11th day of May, 2010.

HOME PROPERTIES, INC.

By:           /s/ Edward J. Pettinella

Edward J. Pettinella

President and Chief Executive Officer

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Edward J. Pettinella Edward J. Pettinella	Director, President, Chief Executive Officer (Principal Executive Officer)	May 11, 2010
/s/ David P. Gardner David P. Gardner	Executive Vice President, Chief Financial Officer (Principal Financial Officer)	May 11, 2010
/s/ Robert J. Luken Robert J. Luken	Senior Vice President, Chief Accounting Officer and Treasurer (Principal Accounting Officer)	May 11, 2010
/s/ Nelson B. Leenhouts Nelson B. Leenhouts	Co-Chair	May 11, 2010
/s/ Norman P. Leenhouts Norman P. Leenhouts	Co-Chair	May 11, 2010
/s/ Stephen R. Blank Stephen R. Blank	Director	May 11, 2010
/s/ Josh E. Fidler Josh E. Fidler	Director	May 11, 2010
/s/ Alan L. Gosule Alan L. Gosule	Director	May 11, 2010
/s/ Leonard F. Helbig, III Leonard F. Helbig, III	Director	May 11, 2010
/s/ Charles J. Koch Charles J. Koch	Director	May 11, 2010
/s/ Clifford W. Smith, Jr. Clifford W. Smith, Jr.	Director	May 11, 2010
/s/ Paul L. Smith Paul L. Smith	Director	May 11, 2010
/s/ Amy L. Tait Amy L. Tait	Director	May 11, 2010

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EXHIBIT INDEX

4.1	Articles of Amendment and Restatement of Articles of Incorporation of Home Properties of New York, Inc.	Incorporated by reference to Home Properties of New York, Registration Statement on Form S-11, File No. 33-78862
4.2	Articles of Amendment of the Articles of Incorporation of Home Properties of New York, Inc.	Incorporated by reference to the Home Properties of New York, Inc. Registration Statement on Form S-3 File No. 333-52601 filed May 14, 1998
4.3	Articles of Amendment of the Articles of Incorporation of Home Properties of New York, Inc.	Incorporated by reference to Form 8-K filed by Home Properties of New York, Inc. dated July 2, 1999
4.4	Articles of Amendment of the Articles of Incorporation of Home Properties of New York, Inc.	Incorporated by reference to the Form 10-Q filed by Home Properties, Inc. for the quarter ended March 31, 2004
4.5	Amended and Restated By-Laws of Home Properties of New York, Inc. (Revised 12/30/96)	Incorporated by reference to the Form 8-K filed by Home Properties of New York, Inc. dated December 23, 1996
4.6	Amendment Number One to Home Properties of New York, Inc. Amended and Restated By-laws	Incorporated by reference to the Form 10-Q filed by Home Properties, Inc. for the quarter ended March 31, 2004
4.7	Second Amended and Restated By-laws of Home Properties, Inc.	Incorporated by reference to the Form 8-K filed by Home Properties, Inc. dated November 2, 2007
4.8	Home Properties, Inc. Director Deferred Compensation Plan (Amended and Restated as of January 1, 2008)	Incorporated by reference to the Form 10-K filed by Home Properties, Inc. for the period ended December 31, 2007
4.9	Amendment Number One to Home Properties, Inc. Director Deferred Compensation Plan	Incorporated by reference to the Form 8-K filed by Home Properties, Inc. dated May 6, 2010
5.1	Opinion of Nixon Peabody LLP	Filed herewith
23.1	Consent of Nixon Peabody LLP	Contained in opinion filed as Exhibit 5.1 to this Registration Statement.
23.2	Consent of PricewaterhouseCoopers LLP, independent accountants	Filed herewith
24	Power of Attorney	Included herewith

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EX-5.1

Exhibit 5.1

NIXON PEABODY LLP

1100 Clinton Square

Rochester, New York 14604-1792

(585) 263-1000

Fax: (585) 263-1600

May 11, 2010

Home Properties, Inc.

850 Clinton Square

Rochester, New York 14604

Ladies and Gentlemen:

We have acted as counsel to Home Properties, Inc., a Maryland corporation (the “Company”), in connection with the Registration Statement on Form S-8 filed today by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), relating to the registration of 50,000 shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company which may be issued from time to time pursuant to the Home Properties, Inc. Director Deferred Compensation Plan, as amended (the “Plan”).

We have examined the originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company, all such agreements, certificates of public officials, certificates of officers or other representatives of the Company, and such other documents, certificates and corporate or other records as we have deemed necessary or appropriate as a basis for the opinions set forth herein, including: (i) the Articles of Amendment and Restatement of the Articles of Incorporation of the Company, as amended to the date hereof (the “Articles of Incorporation”); (ii) the Amended and Restated By-Laws of the Company, as amended to the date hereof (the “By-Laws”); and (iii) certified copies of certain resolutions duly adopted by the Board of Directors of the Company, adopted on May 4, 2010, and of the shareholders of the Company, adopted on May 4, 2010.  As to factual matters material to the opinions set forth below we have relied, without investigation, upon the representations and statements of the Company in the Registration Statement and in such certificates of government officials and officers of the Company as we have deemed necessary for the purpose of the opinion expressed herein.  We assume for the purposes of this opinion that at the time of the issuance the Company has sufficient available authorized and unissued shares.

The opinion stated herein is limited to the federal laws of the United States and the General Corporation Law of the State of Maryland.

Based upon and subject to the conditions and limitations set forth herein, we are of the opinion that:

When the Registration Statement has become effective under the Act and the shares of Common Stock have been issued in accordance with the Plan, such shares of Common Stock will be duly authorized, validly issued, fully paid and non-assessable by the Company.

We hereby consent to the filing of this opinion as an exhibit to the above-referenced Registration Statement.

Very truly yours,

/s/ Nixon Peabody LLP

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 26, 2010 relating to the financial statements, financial statement schedules and the effectiveness of internal control over financial reporting, which appears in Home Properties, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2009.

/s/ PricewaterhouseCoopers LLP

May 7, 2010

EX-24

Exhibit 24

EXHIBIT 24

LIMITED POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of Home Properties, Inc., a Maryland corporation (“the Company”), does hereby constitute and  appoint David P. Gardner and Ann M. McCormick, and each of them severally, the true and lawful attorney-in-fact and agent of the undersigned, to do or cause to be done any and all acts and things and to execute any and all instruments and documents which said attorney-in-fact and agent may deem advisable or necessary to enable the Company to comply with the Securities Act of 1933, as amended (the “Securities Act”), and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities of the Company being registered on the Registration Statement on Form S-8 to which this power of attorney is filed as an exhibit (the “Securities”), including specifically, but without limiting the generality of the foregoing, power and authority to sign, in the name and on behalf of the undersigned as a director of the Company, the Registration Statement to which this power of attorney is filed as an exhibit, a Registration Statement under Rule 462(b) of the Securities Act, or another appropriate form in respect of the registration of the Securities, and any and all amendments thereto, including post-effective amendments, any prospectus supplements thereto and any instruments, contracts, documents or other writings of which the originals or copies thereof are to be filed as a part of, or in connection with, any such Registration Statement or any other appropriate form or amendments thereto, and to file or cause to be filed the same with the Securities and Exchange Commission, and to effect any and all applications and other instruments in the name and on behalf of the undersigned which said attorney-in-fact and agent deem advisable in order to qualify or register the Securities under the securities laws of any of the several States or other jurisdictions; and the undersigned does hereby ratify all that said attorney-in-fact and agent shall do or cause to be done by virtue thereof.

The undersigned hereby ratifies and confirms all actions that the attorneys-in-fact shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers granted herein.  The undersigned acknowledges that the attorneys-in-fact are not assuming any of my responsibilities to comply with the requirements of the Securities Act or any liability for any failure by the undersigned to comply with such requirements.

This Limited Power of Attorney includes the text of Section 5.1513 of the New York General Obligations Law as Appendix I attached hereto, which is hereby incorporated by reference. This Limited Power of Attorney shall not revoke any powers of attorney previously executed by the undersigned. This Limited Power of Attorney shall not be revoked by any subsequent power of attorney that the undersigned may execute, unless such subsequent power of attorney expressly provides that it revokes this Limited Power of Attorney by referring to the date and subject hereof.

IN WITNESS WHEREOF, I, the undersigned, have executed this Limited Power of Attorney as of this 4th day of May, 2010.

          *                               

Print Name:                        *                              

ACKNOWLEDGMENT OF SIGNATURE OF DIRECTOR:

STATE OF NEW YORK)

                                             ss.:

COUNTY OF MONROE)

On the 4th day of May in the year 2010 before me, the undersigned, personally appeared    *                      , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

/s/ Ann M. McCormick

Notary Public

*This form of Power of Attorney was signed on May 4, 2010 by each of the following individuals:  Stephen R. Blank, Josh E. Fidler, Alan L. Gosule, Leonard F. Helbig, III, Charles J. Koch, Nelson B. Leenhouts, Norman P. Leenhouts, Edward J. Pettinella, Clifford W. Smith, Jr., Paul L. Smith and Amy L. Tait

ACCEPTANCE OF POWER BY AGENT

           IN WITNESS WHEREOF, I, the undersigned, have read the foregoing Limited Power of Attorney.  I am a person identified therein as an agent of the principal named therein.  I acknowledge my legal responsibilities as agent under the Power of Attorney and accept the authority granted by this Limited Power of Attorney as of this 4th day of May, 2010.

                                                                           By:  /s/ David P. Gardner

Name:  David P. Gardner

ACKNOWLEDGMENT OF SIGNATURE OF AGENT:

STATE OF NEW YORK)

                                              ss.:

COUNTY OF MONROE)

On the 4th day of May in the year 2010 before me, the undersigned, personally appeared David P. Gardner, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

 /s/ Ann M. McCormick

 Notary Public

ACCEPTANCE OF POWER BY AGENT

           IN WITNESS WHEREOF, I, the undersigned, have read the foregoing Limited Power of Attorney.  I am a person identified therein as an agent of the principal named therein.  I acknowledge my legal responsibilities as agent under the Power of Attorney and accept the authority granted by this Limited Power of Attorney as of this 4th day of May, 2010.

                                                                            By:  /s/ Ann M. McCormick

Name: Ann M. McCormick

ACKNOWLEDGMENT OF SIGNATURE OF AGENT:

STATE OF NEW YORK)

                                              ss.:

COUNTY OF MONROE)

On the 4th day of May in the year 2010 before me, the undersigned, personally appeared Ann M. McCormick, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her capacity, and that by her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

/s/ Leigh Paine

 Notary Public

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APPENDIX I

The “CAUTION TO THE PRINCIPAL” and “IMPORTANT INFORMATION FOR THE AGENT” statements below are required under the New York General Obligations Law. Notwithstanding anything to the contrary contained in such statements below, this Limited Power of Attorney is limited to the powers granted as described above and DOES NOT grant the attorney-in-fact and agent the authority to spend the undersigned’s money or sell or dispose of the undersigned’s property or any other power not expressly granted above.

CAUTION TO THE PRINCIPAL:

Your Power of Attorney is an important document. As the “principal,” you give the person whom you choose (your “agent”) authority to spend your money and sell or dispose of your property during your lifetime without telling you. You do not lose your authority to act even though you have given your agent similar authority.

When your agent exercises this authority, he or she must act according to any instructions you have provided or, where there are no specific instructions, in your best interest. “Important Information for the Agent” at the end of this document describes your agent’s responsibilities.

Your agent can act on your behalf only after signing the Power of Attorney before a notary public.

You can request information from your agent at any time. If you are revoking a prior Power of Attorney by executing this Power of Attorney, you should provide written notice of the revocation to your prior agent(s) and to the financial institutions where your accounts are located.

You can revoke or terminate your Power of Attorney at any time for any reason as long as you are of sound mind. If you are no longer of sound mind, a court can remove an agent for acting improperly.

Your agent cannot make health care decisions for you. You may execute a “Health Care Proxy” to do this.

The law governing Powers of Attorney is contained in the New York General Obligations Law, Article 5, Title 15. This law is available at a law library, or online through the New York State Senate or Assembly websites, www.senate.state.ny.us or www.assembly.state.ny.us.

If there is anything about this document that you do not understand, you should ask a lawyer of your own choosing to explain it to you.

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IMPORTANT INFORMATION FOR THE AGENT:

When you accept the authority granted under this Power of Attorney, a special legal relationship is created between you and the principal. This relationship imposes on you legal responsibilities that continue until you resign or the Power of Attorney is terminated or revoked. You must:

(1) act according to any instructions from the principal, or, where there are no instructions, in the principal’s best interest;

(2) avoid conflicts that would impair your ability to act in the principal’s best interest;

(3) keep the principal’s property separate and distinct from any assets you own or control, unless otherwise permitted by law;

           (4) keep a record or all receipts, payments, and transactions conducted for the principal; and

           (5) disclose your identity as an agent whenever you act for the principal by writing or printing the principal’s name and signing your own name as “agent” in either of the following manner: (Principal’s Name) by (Your Signature) as Agent, or (your signature) as Agent for (Principal’s Name).

You may not use the principal’s assets to benefit yourself or give major gifts to yourself or anyone else unless the principal has specifically granted you that authority in this Power of Attorney or in a Statutory Major Gifts Rider attached to this Power of Attorney. If you have that authority, you must act according to any instructions of the principal or, where there are no such instructions, in the principal’s best interest. You may resign by giving written notice to the principal and to any co-agent, successor agent, monitor if one has been named in this document, or the principal’s guardian if one has been appointed. If there is anything about this document or your responsibilities that you do not understand, you should seek legal advice.

Liability of agent:

The meaning of the authority given to you is defined in New York’s General Obligations Law, Article 5, Title 15. If it is found that you have violated the law or acted outside the authority granted to you in the Power of Attorney, you may be liable under the law for your violation.

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