EXHIBIT 10.49





INDEMNIFICATION
AGREEMENT




THIS AGREEMENT is made on the
date set forth below to be effective as of the 1st    day
of March, 2010 between Home Properties, Inc. (the “Company”), a Maryland
corporation and Charles John Koch (“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, 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 under that Act and the Company has not received an opinion
of its counsel or opinion of a court of appropriate jurisdiction that such
indemnification is not against public policy.




4.  Continuation of Indemnity.All agreements
and obligations of the Company contained herein shall continue during the period
Indemnitee is a director, officer, employee or agent of the Company (or is or
was serving at the request of the Company as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise) and shall continue thereafter for the benefit of Indemnitee and his
personal representatives, with respect to any claim or threatened, pending or
completed action, suit or proceeding, whether, civil, criminal or investigative,
that may be asserted, threatened or exist by reason of the fact that Indemnitee
was a director of the Company or serving in any other capacity referred to
herein.




5.  Notification and Defense of
Claim.  Promptly after receipt by Indemnitee of notice of any
claim or the commencement of any action, suit or proceeding, Indemnitee will, if
a claim for indemnity in respect thereof is to be made against the Company under
this Agreement, notify the Company of the commencement thereof; but the omission
so to notify the Company will not relieve it from any liability which it may
have to Indemnitee otherwise than under this Agreement.  With respect
to any such action, suit or proceeding as to which Indemnitee notifies the
Company of the commencement thereof:




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(a)  The
Company will be entitled to participate therein at its own expense;
and




(b)  Except as
otherwise provided below, to the extent that it may wish, the Company, jointly
with any other indemnifying party similarly notified, will be entitled to assume
the defense thereof, with counsel reasonably satisfactory to
Indemnitee.  After notice from the Company to Indemnitee of its
election so to assume the defense thereof the Company will not be liable to
Indemnitee under this Agreement for any legal or other expenses subsequently
incurred by Indemnitee in connection with the defense thereof other than
reasonable costs of investigation, or reasonable expenses incurred by Indemnitee
in interpreting this Agreement and in concluding whether or not a conflict of
interest may exist as contemplated in (ii) below, or as otherwise provided
below.  Indemnitee shall have the right to employ its counsel in such
action, suit or proceeding but the fees and expenses of such counsel incurred
after notice from the Company of its assumption of the defense thereof shall be
at the expense of Indemnitee unless (i) the employment of counsel by
Indemnitee has been authorized by the Company, (ii) Indemnitee shall have
reasonably concluded that there may be a conflict of interest between the
Company and Indemnitee in the conduct of the defense of such action which would
materially hinder the ability of counsel to the Company to represent Indemnitee,
or (iii) the Company shall not in fact have employed counsel reasonably
satisfactory to Indemnitee to assume the defense of such action, in each of
which cases the fees and expenses of Indemnitee’s counsel shall be at the
expense of the Company.  The Company shall not be entitled to assume
the defense of any action, suit or proceeding brought by or on behalf of the
Company or as to which Indemnitee shall have made the conclusion provided for in
(ii) above;




(c)  The
Company shall not be liable to indemnify Indemnitee under this Agreement for any
amounts paid in settlement of any action or claim effected without its written
consent.  The Company shall not settle any action or claim in any
manner which would impose any liability, penalty, limitation or acknowledgment
of fault on Indemnitee without Indemnitee’s written consent.  Neither
the Company nor Indemnitee will unreasonably withhold their consent to any
proposed settlement; and




(d)  Nothing
contained herein shall require Indemnitee or the Company to take any actions
which would limit the availability of coverage under the D&O Policy or would
permit the carrier to disclaim coverage.  Indemnitee and the Company
agree to use their respective best efforts to comply with the terms and
conditions of the D&O Policy.




6.  Advance and Repayment of
Expenses.  The Company shall advance to Indemnitee all
reasonable expenses incurred by Indemnitee in defending any civil or criminal
action, suit or proceeding against Indemnitee, within 10 days of receiving (a) a
written affirmation of Indemnitee that (i) the act or omission giving rise to
any such action, suit or proceeding was not committed in bad faith or the result
of active and deliberate dishonesty, and (ii) in the case of a criminal
proceeding, Indemnitee did not have reasonable cause to believe that the act or
omission giving rise to such action, suit or proceeding was unlawful, and (b) a
written undertaking by or on behalf of Indemnitee to repay the amount advances
if it is ultimately determined that the Indemnitee has not met the standard of
conduct necessary for indemnification under applicable law.




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7.  Enforcement.





(a) The Company expressly confirms and agrees that it has entered into this
Agreement and assumed the obligations imposed on the Company hereby in order to
induce Indemnitee to become or continue as a director or officer of the Company,
and acknowledges that Indemnitee is relying upon this Agreement in continuing in
such capacity; and




(b)  In the
event either the Company or Indemnitee brings any action to enforce rights or to
collect moneys due under this Agreement, to the extent that Indemnitee is
successful in such action, the Company shall reimburse Indemnitee for all of
Indemnitee’s reasonable fees and expenses in defending, bringing or pursuing
such action.




8.  Separability.  Each
of the provisions of this Agreement is a separate and distinct agreement and
independent of the others, so that if any provision hereof shall be held to be
invalid or unenforceable for any reason, such invalidity or unenforceability
shall not affect the validity or enforceability of the other provisions
hereof.




9.  Governing
Law; Binding Effect; Amendment and Termination.




(a)  This
Agreement shall be interpreted and enforced in accordance with the laws of the
State of New York without regard to principles of conflicts of laws except to
the extent the laws of the State of Maryland apply by reason of the fact that
the Company is a corporation organized under the laws of the State of
Maryland;




(b)  This
Agreement shall be binding upon Indemnitee and upon the Company, its successors
and assigns, and shall inure to the benefit of Indemnitee, his heirs, personal
representatives and assigns and to the benefit of the Company, its successors
and assigns, and supersedes any prior agreement between the parties;
and




(c)  No
amendment, modification, termination or cancellation of this Agreement shall be
effective unless in writing signed by both parties hereto.




IN WITNESS WHEREOF, the
parties hereto have executed this Agreement on the date set forth below to be
effective as of the day and year first above written.





Dated:
February 18,
2010                                                                HOME
PROPERTIES, INC.





By: /s/ Ann M. McCormick


Ann
M. McCormick,


Executive
Vice President and Secretary








Dated:
February 22,
2010                                                           /s/ Charles John
Koch


Charles John
Koch








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