RETIREMENT PLAN

 

                                             EXHIBIT 10  
  
                   U.S. HOME CORPORATION  
  
            RETIREMENT PLAN FOR NON-EMPLOYEE DIRECTORS  

                    U.S. HOME CORPORATION  
  
            RETIREMENT PLAN FOR NON-EMPLOYEE DIRECTORS  
  
                    Table of Contents  
  
                                                Page  
  
ARTICLE I      PURPOSE                            1  
  
ARTICLE II     DEFINITIONS                        1  
  
ARTICLE III    EFFECTIVE DATE                     4  
  
ARTICLE IV     RETIREMENT BENEFITS                4  
  
ARTICLE V      PAYMENT OF BENEFITS UPON DEATH,  
               DISABILITY OR CHANGE IN CONTROL    5  
  
ARTICLE VI     PLAN BENEFITS UNFUNDED             7  
  
ARTICLE VII    PLAN ADMINISTRATION                8  
  
ARTICLE VIII   AMENDMENT AND TERMINATION          8  
  
ARTICLE IX     MISCELLANEOUS PROVISIONS           8  

                            ARTICLE I  
  
                             PURPOSE  
  
     The purpose of the Plan is to provide retirement benefits  
to  Directors  of   the   Company  who  meet  the  eligibility  
requirements of the Plan.  
  
                           ARTICLE II  
                           DEFINITIONS  
  
     2.1  "Base Retainer"  means  the  regular  annual  active  
service  retainer  for  service  as  a  member  of  the  Board  
of Directors in effect on  the  date  of retirement, exclusive  
of any other fees for serving  on  committees  of the Board of  
Directors, attending  meetings of the Board  of  Directors  or  
committees  thereof or otherwise  paid for  services  rendered  
to  the Company by the Director during the period in question.  
  
     2.2  "Board of Directors" means the Board of Directors of  
the Company.  
  
     2.3  "Change  of Control" means  any  of  the  following:  
(i) the  sale,  lease,  conveyance  or  other  disposition  of  
all or substantially all of the Company's assets as an entirety  
or substantially as an  entirety  to any person (including any  
individual or entity) or group of persons (within the meaning of  
Section 13(d)(3) of the Securities  Exchange  Act  of 1934, as  
amended   (the  "Exchange  Act")  in   one  or   a  series  of  
transactions; provided that a transaction where the holders of  
all classes of common equity of the Company  immediately prior  
to such transaction own, directly or indirectly, 50% or more of  
the aggregate voting power of all classes of  common equity of  
such person or group immediately after  such  transaction will  
not be a Change of Control, (ii) the acquisition by the Company  
and/or any of its subsidiaries of 50% or more of the aggregate  
voting power of all classes of common equity of the Company in  
one transaction or a series of related transactions, (iii) the  
liquidation  or  dissolution  of  the Company; provided that a  
liquidation or dissolution of the  Company  which is part of a  
transaction or  series  of  related transactions that does not  
constitute a Change of Control  under the "provided" clause of  
clause  (i)  above  will  not  constitute  a Change of Control  
hereunder or (iv) any  transaction  or  a  series  of  related  
transactions   (as  a   result  of  a  tender  offer,  merger,  
consolidation  or  otherwise)  that  results in, or that is in  
connection  with, (a) any person, including, a "group" (within  
the meaning of Section 13(d)(3) of the Exchange Act) acquiring  
"beneficial ownership"  (as defined  in  Rule  13d-3 under the  

Exchange Act), directly  or  indirectly, of 50% or more of the  
aggregate voting power of all  classes  of  common  equity  of  
the  Company  or of  any  person  that  possesses  "beneficial  
ownership"  (as defined in Rule 13d-3 under the Exchange Act),  
directly or indirectly, of 50% or more of the aggregate voting  
power of  all  classes  of common equity of the Company or (b)  
less than 50% (measured  by  the aggregate voting power of all  
classes) of the common equity  of the Company being registered  
under Section 12(b) or 12(g) of the Exchange Act.  
  
     2.4  "Company" means U.S.  Home  Corporation, a  Delaware  
corporation.  
  
     2.5  "Director" means a member of the Board of Directors.  
  
     2.6  "Early Retirement" means retirement from the Board of  
Directors prior to age 65.  
  
     2.7  "Eligible Director" means a Director  with  at least  
five years of Service  and  who is  not  an  Employee  of  the  
Company, whether  or  not  such  Director  is  a Director upon  
retirement.  
  
     2.8  "Employee" means a person employed by the Company or  
its subsidiaries in any capacity other than as a Director.  
  
     2.9  "Nominating Committee" means the Nominating Committee  
of the Board of Directors.  
  
     2.10  "Normal Retirement" means retirement from the Board  
of Directors at or after age 65.  
  
     2.11  "Plan" means this Retirement Plan for  Non-Employee  
Directors.  
  
     2.12  "Present Value" shall be determined by the Nominating  
Committee (whose determination shall be conclusive)  using the  
discount rate of interest established by the  Pension  Benefit  
Guaranty Corporation as in effect on the date of determination.  
  
     2.13  "Service" means that  period of service,  counted in  
full calendar years (which need not be consecutive), a Director  
has been a member of the Board  of  Directors since  January 1,  
1985. Partial years of service shall be disregarded.    

                           ARTICLE III  
                          EFFECTIVE DATE  
     This Plan shall be effective as of October 13, 1994.  
  
                           ARTICLE IV  
                       RETIREMENT BENEFITS  
  
     4.1  Normal  Retirement  Benefit.  An Eligible Director's  
annual "Normal Retirement Benefit" under this Plan shall equal  
100% of such Eligible Director's Base Retainer payable in equal  
monthly installments  and  continuing  for  the number of full  
months  of  service as a non-Employee Director from January 1,  
1985 to the month prior to retirement (whether or not after age  
65), less - in  the  case  of  directors  who received accrued  
retirement benefits in a  lump sum payment upon termination as  
of December 31, 1988 of the Non-Employee Directors' Retirement  
Plan  in  effect  as of January 1, 1985 - the number of months  
since  January 1, 1985  required  to  amortize  such lump sum   
payment  at  the actual rate per month of the Base Retainer in  
effect from time to time since January 1, 1985.  
  
     4.2  Early  Retirement Benefit.  An Eligible Director who  
elects Early Retirement may elect to receive an Early Retirement  
benefit commencing  at age 55 in an amount equal to his Normal  
Retirement Benefit minus 5% for each year prior to age 65 that  
the Director elects  early retirement, but not more than a 50%  
reduction in Normal Retirement Benefits.  
  
     4.3  Optional Lump Sum Payment.  An Eligible Director may  
elect to receive  a  lump  sum  payment, in lieu of his Normal  
Retirement Benefit on Early Retirement benefit, payable at the  
time when his benefit payments would otherwise commence, in an  
amount  equal  to the Present Value of the benefit payments to  
be received.  
  
     4.4  Payments Rounded to Next Higher Dollar.  Each monthly  
payment which is computed in accordance with this Plan will, if  
not  in  whole  dollars, be increased  to the next higher whole  
dollar.  
  
     4.5  Adjustment of Benefits for Increases in the Cost of  
Living.  Upon   commencement  of  periodic  benefit  payments  
hereunder, such payments shall be adjusted on January 1 of each  
year for increases in the cost of living in the preceding year,  
as measured by the Consumer Price Index - U.S. City Average, as  
published by the  Bureau  of  Labor  Statistics of the United  
States Department of Labor.   
  
     4.6  Commencement of Payments.  Normal Retirement Benefit  
payments hereunder shall commence in the month following  the  
Eligible Director's retirement or 65th birthday, whichever is  
later.  Early Retirement  benefit  payments  hereunder  shall  
commence in the month following the Eligible Director's Early  
Retirement or 55th birthday, whichever is later.  

                           ARTICLE V  
                  PAYMENT OF BENEFITS UPON DEATH,  
                  DISABILITY OR CHANGE IN CONTROL  
  
     5.1  Survivor Benefits After Payments  Begin  Under This  
Plan.  If a Director dies while receiving periodic retirement  
benefits hereunder, the Company shall pay to  the  Director's  
named beneficiary or the Director's estate a lump sum payment  
equal to the Present Value of the remaining  benefit payments  
which the Director would have received had he lived.  
  
     5.2  Survivor Benefits Before Payments  Begin Under This  
Plan.  If an Eligible Director (without regard to the length of  
service requirement) dies before payments commence under this  
Plan while still a Director or, if an Eligible  Director dies  
after he has ceased  to  be a  Director  but  before  benefit  
payments commence, the  Company  shall  pay to the Director's  
named beneficiary or the Director's estate an amount equal to  
the Present Value of the benefit payment  which  the Director  
would otherwise have received, calculated as if such Director  
had retired the month preceding his death.  
  
     5.3  Disability. If an Eligible Director (while still a  
Director, but  without  regard  to  the  length  of  service  
requirement) becomes permanently and total disabled (within   
the meaning of Section 22(e)(3) of the Internal Revenue Code  
of 1986, as amended) and resigns from the Board of Directors  
prior to commencement of benefit payments hereunder, payment  
of  the  Normal  Retirement  Benefit  (calculated as if such  
Director  had retired the month preceding his disability) in  
equal monthly installments shall commence the month following  
such  disability  and  resignation.  In  lieu  thereof, such  
Director may elect to receive a lump sum payment equal to the  
Present Value of the Normal Retirement Benefit to be received.  
  
     5.4  Payment  of Benefits Upon Change in Control.  If a  
Change  of  Control  occurs, not  later  than  the  90th day  
after such Change of Control, each (i) Director who is not an  
Employee shall receive a lump sum payment equal to the Present  
Value of such Director's Normal Retirement Benefit, calculated  
as if such Director had retired the month preceding such Change  
of Control, and (ii) non-Employee Director who has retired or  
has become disabled  and  is  receiving  retirement  benefit  
payments hereunder shall receive a lump sum payment equal to  
the Present Value of the remaining benefit payments as of the  
month preceding such Change of Control.  

                           ARTICLE VI  
                     PLAN BENEFITS UNFUNDED  
  
     Benefits under this Plan shall not be funded in advance,  
but  shall be paid by the Company as and when they become due  
as  provided herein.  No retirement benefit payable hereunder  
shall  be  considered  segregated  funds and all such amounts  
shall at all times prior to the payment of same be the property  
of  the  Company  and  available to satisfy the claims of the  
general  creditors  of  the Company.  Directors' interests in  
benefits under this Plan  shall  only  be  those of unsecured  
creditors of the Company.  
  
                           ARTICLE VII  
                       PLAN ADMINISTRATION  
  
The general administration of this Plan and the responsibility  
for carrying out the provisions hereof shall be vested in the  
Nominating Committee.  The Nominating Committee may adopt such  
rules and regulations as it may deem necessary for the proper  
administration  of this Plan, and its decision in all matters  
shall  be  final, conclusive and binding.  No Director and no  
employee  of  the  Company  shall be liable for any action or  
omission  hereunder, except  in  circumstances involving such  
Director's or employee's bad faith or willful misconduct.  
  
                           ARTICLE VIII  
                      AMENDMENT AND TERMINATION  
  
     The Board of Directors reserves in its sole and exclusive  
discretion the right at any time and from time to time to amend  
this  Plan  in  any  respect  or terminate  this Plan without  
restriction and without the consent of any Director, provided,  
however, that no amendment or  termination of this Plan shall  
impair the right of any Director  to receive benefits accrued  
hereunder prior to such amendment or termination.    
  
                           ARTICLE IX  
                     MISCELLANEOUS PROVISIONS  
  
     9.1  This  Plan does not in any way obligate the Company  
to  continue to nominate or retain a Director on the Board of  
Directors, nor  does this Plan limit the right of the Company  
to  terminate a Director's service on the Board of Directors.  
Termination of a Director's service on the Board of Directors  
for  any  reason, whether  by  action  of  the  Company,  its  
stockholders or the Director, shall immediately terminate any  
further obligation of the Company, except as set forth herein.  

     9.2  Non-Alienation of Benefits.  No retirement  benefit  
payable hereunder  may be  assigned,  pledged,  mortgaged  or  
hypothecated  and, to  the  extent  permitted by law, no such  
retirement  benefit  shall  be  subject  to  legal process or  
attachment  for  the payment of any claims against any person  
entitled to receive the same.  
  
     9.3  Payment to Incompetents.  If a Director entitled to  
receive any  retirement  benefits  hereunder is deemed by the  
Nominating  Committee  or is adjudged by a court of competent  
jurisdiction  to be legally incapable of giving valid receipt  
and discharge for such retirement benefit, such payments shall  
be paid to such person or persons as the Nominating Committee  
shall  designate  or  to  the duly appointed guardian of such  
Director.  Such payments shall, to the extent made, be deemed  
a complete discharge for such payments under this Plan.  
  
     9.4  Loss  of  Benefits.  At the  sole discretion of the  
Nominating Committee, and after written notice to the Director,  
rights to receive any retirement benefit under this Plan may be  
forfeited, suspended, reduced or terminated in cases of gross  
misconduct by the Director, or  of  any  conduct, activity or  
competitive  occupation  which  is reasonably  deemed  to  be  
prejudicial  to  the interests of the Company or a subsidiary  
of  the Company, including but not limited to the utilization  
or disclosure of confidential information for gain or otherwise.  
  
     9.5  Noncompetition.  A  Director  shall forfeit any and  
all retirement benefits pursuant to this Plan if such Director,  
directly  or  indirectly, owns,  manages,  operates, joins or  
controls,  or  participates  in  the  ownership,  management,  
operation or control of, or becomes a director or an employee  
of, or a consultant to, any  person  or entity which competes  
with the Company; provided, however, that  the  provisions of  
this Section 9.5 shall not apply to investments by the Director  
in stock traded on a national  securities  exchange or on the  
national over-the-counter market which shall have an aggregate  
market value of less than 2% of the outstanding shares of such  
stock.  
  
     9.6  Withholding.  Payments  made  by the Company  under  
this  Plan to any Director shall be subject to withholding as  
shall, at  the  time  for such payment, be required under any  
income tax or other law.  
  
     9.7  Expenses.  All expenses and costs in connection with  
the operation of this Plan and the expenses and costs of any  
Director in enforcing his rights hereunder shall be borne by  
the Company.  
  
     9.8  Governing Law.  The provisions of this Plan will be  
construed according to the laws of the State of Delaware.  

     9.9  Gender and Number.  The masculine pronoun  wherever  
used herein shall include the feminine gender and the feminine  
the masculine, and the singular number as used  herein  shall  
include  the  plural and the plural the singular, unless  the  
context clearly indicates a different meaning.  
  
     9.10   Titles and Headings.  The titles to articles  and  
headings of sections  of this Plan  are  for  convenience  of  
reference only, and  in case of any conflict, the text of the  
Plan, rather than such titles and headings, shall control.  
  
  
     Adopted by the Board of Directors on October 13, 1994. 

Basic Info X:

Name: RETIREMENT PLAN
Type: Retirement Plan
Date: Nov. 2, 1994
Company: U S HOME CORP /DE/
State: Delaware

Other info:

Date:

  • December 31 , 1988
  • January 1 , 1985
  • 55th birthday
  • October 13 , 1994

Organization:

  • Board of Directors of the Company
  • Nominating Committee of the Board of Directors
  • Pension Benefit Guaranty Corporation
  • Early Retirement Benefit
  • Normal Retirement Benefit on Early Retirement
  • Bureau of Labor Statistics of the United States Department of Labor
  • Commencement of Payments
  • Eligible Director 's Early Retirement
  • Payment of Benefits Upon Change in Control
  • Change of Control
  • the State of Delaware

Location:

  • Delaware
  • U.S.

Percent:

  • 100 %
  • 5 %
  • 50 %
  • 2 %