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                                                                   Exhibit 10.13

                               LEVITT CORPORATION
                            2003 STOCK INCENTIVE PLAN

      1. PURPOSES. The purposes of this Levitt Corporation 2003 Stock Incentive
Plan (the "Plan") are to attract and retain the best available personnel for
positions of substantial responsibility, to provide additional incentive to the
Employees of the Company or its Subsidiaries (as defined in Section 2 below) as
well as other individuals who perform services for the Company and its
Subsidiaries, and to promote the success and profitability of the Company's
business. Options granted hereunder may be either "incentive stock options," as
defined in Section 422 of the Internal Revenue Code of 1986, as amended, or
"non-qualified stock options," at the discretion of the Committee (as defined in
Section 2 below) and as reflected in the terms of the Stock Option Agreement (as
defined in Section 2 below).

      2. DEFINITIONS. As used herein, the following definitions shall apply:

      (a) "Award Notice" shall mean, with respect to a particular Restricted
Stock Award, a written instrument signed by the Company and the recipient of the
Restricted Stock Award evidencing the Restricted Stock Award and establishing
the terms and conditions thereof.

      (b) "Award Recipient" shall mean the recipient of a Restricted Stock
Award.

      (c) "Beneficiary" shall mean the Person designated by an Award Recipient
to receive any Shares subject to a Restricted Stock Award made to such Award
Recipient that become distributable following the Award Recipient's death.

      (d) "Board of Directors" shall mean the Board of Directors of the Company.

      (e) "Class A Common Stock" shall mean the Class A common stock, par value
$0.01 per share, of the Company.

      (f) "Code" shall mean the Internal Revenue Code of 1986, as amended.

      (g) "Committee" shall mean the Committee appointed by the Board of
Directors in accordance with paragraph (a) of Section 4 of the Plan.

      (h) "Company" shall mean Levitt Corporation, a Florida corporation, and
its successors and assigns.

      (i) "Continuous Status as an Employee" shall mean the absence of any
interruption or termination of service as an Employee. Continuous Status as an
Employee shall not be considered interrupted in the case of sick leave, military
leave, or any other leave of absence approved by the Board of Directors of the
Company or the Committee. Continuous Status as an Employee shall not be deemed
terminated or interrupted by a termination of employment followed immediately by
service as a non-Employee director of the Company or one or more of its
Subsidiaries until a subsequent termination of all service as either a
non-Employee director or an Employee.
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      (j) "Covered Employee" shall mean, for any taxable year of the Company, a
person who is, or who the Committee determines is reasonably likely to be, a
"covered employee" (within the meaning of section 162(m) of the Code).

      (k) "Disability" shall mean permanent and total disability as defined in
Section 22(e)(3) of the Code.

      (l) "Employee" shall mean any person, including officers and directors,
employed by the Company or any Parent or Subsidiary of the Company. The payment
of a director's fee by the Company shall not be sufficient to constitute
"employment" by the Company.

      (m) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

      (n) "Fair Market Value" shall be determined by the Committee in its
discretion; provided, however, that where there is a public market for the Class
A Common Stock, the fair market value per Share shall be (i) if the Class A
Common Stock is listed or admitted for trading on any United States national
securities exchange, or if actual transactions are otherwise reported on a
consolidated transaction reporting system, the closing price of such stock on
such exchange or reporting system, as the case may be, on the relevant date, as
reported in any newspaper of general circulation, or (ii) if the Class A Common
Stock is quoted on the National Association of Securities Dealers Automated
Quotations ("NASDAQ") System, or any similar system of automated dissemination
of quotations of securities prices in common use, the mean between the closing
bid and asked quotations for such stock on the relevant date, as reported by a
generally recognized reporting service.

      (o) "Incentive Stock Option" shall mean a stock option intended to qualify
as an incentive stock option within the meaning of Section 422 of the Code.

      (p) "Nonqualified Stock Option" shall mean a stock option not intended to
qualify as an Incentive Stock Option or a stock option that at the time of
grant, or subsequent thereto, fails to satisfy the requirements of Section 422
of the Code.

      (q) "Option" shall mean a stock option granted pursuant to the Plan.

      (r) "Optioned Stock" shall mean the Class A Common Stock subject to an
Option.

      (s) "Optionee" shall mean the recipient of an Option.

      (t) "Parent" shall mean a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.

      (u) "Performance-Based Restricted Stock Award" shall mean a Restricted
Stock Award to which Section 8.3 is applicable.

      (v) "Performance Goal" shall mean, with respect to any Performance-Based
Restricted Stock Award, the performance goal(s) established pursuant to Section
8.3(a), the attainment of which is a condition of vesting of the
Performance-Based Restricted Stock Award.

      (w) "Performance Measurement Period" shall mean, with respect to any
Performance Goal, the period of time over which attainment of the Performance
Goal is measured.


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      (x) "Person" shall mean an individual, a corporation, a partnership, a
limited liability company, an association, a joint-stock company, a trust, an
estate, an unincorporated organization and any other business organization or
institution.

      (y) "Restricted Stock Award" shall mean an award of Shares pursuant to
Section 8.

      (z) "Rule 16b-3" shall mean Rule 16b-3 promulgated by the Securities and
Exchange Commission under the Exchange Act or any successor rule.

      (aa) "Service" shall mean, unless the Committee provides otherwise in an
Award Notice: (a) service in any capacity as a common-law employee, director,
advisor or consultant to the Company or a Parent or Subsidiary; (b) service in
any capacity as a common-law employee, director, advisor or consultant
(including periods of contractual availability to perform services under a
retainer arrangement) to an entity that was formerly a Parent or Subsidiary, to
the extent that such service is an uninterrupted continuation of services being
provided immediately prior to the date on which such entity ceased to be a
Parent or Subsidiary; and (c) performance of the terms of any contractual
non-compete agreement for the benefit of the Company or a Parent or Subsidiary.

      (bb) "Share" shall mean a share of the Class A Common Stock, as adjusted
in accordance with Section 9 of the Plan.

      (cc) "Stock Option Agreement" shall mean the written option agreements
described in Section 14 of the Plan.

      (dd) "Subsidiary" shall mean a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Code.

      (ee) "Transferee" shall mean a "transferee" of the Optionee as defined in
Section 7.4 of the Plan.

      3. STOCK. Subject to the provisions of Section 9 of the Plan, the maximum
aggregate number of Shares which may be issued for Restricted Stock Awards and
upon the exercise of Options under the Plan is 1,500,000 Shares. The maximum
aggregate number of Shares which may be covered by Options granted to
individuals who are Covered Employees shall be 500,000 Shares during any
calendar year. The maximum aggregate number of Shares which may be issued as
Restricted Stock Awards to individuals who are Covered Employees shall be
500,000 Shares during any calendar year. If an Option or Restricted Stock Award
should expire or become un-exercisable for any reason without having been
exercised or vested in full, the unpurchased Shares which were subject thereto
shall, unless the Plan shall have been terminated, become available for further
grant under the Plan.

      Subject to the provisions of Section 9 of the Plan, no person shall be
granted Options under the Plan in any calendar year covering an aggregate of
more than 150,000 Shares. If an Option should expire, become unexercisable for
any reason without having been exercised in full, or be cancelled for any reason
during the calendar year in which it was granted, the number of Shares covered
by such Option shall nevertheless be treated as Options granted for purposes of
the limitation in the preceding sentence.


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      4. ADMINISTRATION.

            (a) Procedure. The Plan shall be administered by a Committee
appointed by the Board of Directors, which initially shall be the Compensation
Committee of the Company. The Committee shall consist of not less than two (2)
members of the Board of Directors. Once appointed, the Committee shall continue
to serve until otherwise directed by the Board of Directors. From time to time
the Board of Directors, at its discretion, may increase the size of the
Committee and appoint additional members thereof, remove members (with or
without cause), and appoint new members in substitution therefor, and fill
vacancies however caused; provided, however, that at no time shall a Committee
of less than two (2) members of the Board of Directors administer the Plan. If
the Committee does not exist, or for any other reason determined by the Board of
Directors, the Board may take any action and exercise any power, privilege or
discretion under the Plan that would otherwise be the responsibility of the
Committee.

            (b) Powers of the Committee. Subject to the provisions of the Plan,
the Committee shall have the authority, in its discretion: (i) to grant
Incentive Stock Options, in accordance with Section 422 of the Code, to grant
Nonqualified Stock Options or to grant Restricted Stock Awards; (ii) to
determine, upon review of relevant information, the Fair Market Value of the
Class A Common Stock; (iii) to determine the exercise price per share of Options
to be granted or consideration for Restricted Stock Awards; (iv) to determine
the persons to whom, and the time or times at which, Options and Restricted
Stock Awards shall be granted and the number of Shares to be represented by each
Option or Restricted Stock Award; (v) to determine the vesting schedule of the
Options and Restricted Stock Awards to be granted; (vi) to interpret the Plan;
(vii) to prescribe, amend and rescind rules and regulations relating to the
Plan; (viii) to determine the terms and provisions of each Option or Restricted
Stock Award granted (which need not be identical) and, with the consent of the
holder thereof if required, modify or amend each Option or Restricted Stock
Award; (ix) to accelerate or defer (with the consent of the holder thereof) the
exercise or vesting date of any Option or the vesting date of any Restricted
Stock Award; (x) to authorize any person to execute on behalf of the Company any
instrument required to effectuate the grant of an Option or Restricted Stock
Award previously granted by the Committee; (xi) to grant an Option in
replacement of Options previously granted under this Plan; and (xii) to make all
other determinations deemed necessary or advisable for the administration of the
Plan.

            (c) Effect of the Committee's Decision. All decisions,
determinations and interpretations of the Committee shall be final and binding
on all Optionees, Award Recipients or Transferees, if applicable.

      5. ELIGIBILITY. Incentive Stock Options may be granted only to Employees.
Nonqualified Stock Options and Restricted Stock Awards may be granted to
Employees as well as directors, independent contractors and agents who are
natural persons (but only if such Options or Restricted Stock Awards are granted
as compensation for personal services rendered by the independent contractor or
agent to the Company or a Subsidiary that are not services in connection with
the offer or sale of securities in a capital-raising transaction or services
that directly or indirectly promote or maintain a market for the Company's
securities), as determined by the Committee. Any person who has been granted an
Option or Restricted Stock Award may, if he is otherwise eligible, be granted an
additional Option or Options or Restricted Stock Award.

      Except as otherwise provided under the Code, to the extent that the
aggregate Fair Market Value of Shares for which Incentive Stock Options (under
all stock option plans of the Company and of any Parent or Subsidiary) are
exercisable for the first time by an Employee during any calendar year exceeds
$100,000, such excess Options shall be treated as Nonqualified Stock


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Options. For purposes of this limitation, (a) the Fair Market Value of Shares is
determined as of the time the Option is granted and (b) the limitation is
applied by taking into account Options in the order in which they were granted.

      The Plan shall not constitute a contract of employment nor shall the Plan
confer upon any Optionee or Award Recipient any right with respect to
continuation of employment or continuation of providing services to the Company,
nor shall it interfere in any way with his right or the Company's or any Parent
or Subsidiary's right to terminate his employment or his provision of services
at any time.

      6. TERM OF PLAN. The Plan shall become effective upon its adoption by the
Board of Directors; provided, however, if the Plan is not approved by
shareholders of the Company in accordance with Section 15 of the Plan within
twelve (12) months after the date of adoption by the Board of Directors, the
Plan and any Options or Restricted Stock Awards granted thereunder shall
terminate and become null and void. The Plan shall continue in effect ten (10)
years from the effective date of the Plan, unless sooner terminated under
Section 11 of the Plan.

      7. STOCK OPTIONS.

            7.1 Term of Option. The term of each Option shall be ten (10) years
from the date of grant thereof or such shorter term as may be provided in the
Stock Option Agreement. However, in the case of an Incentive Stock Option
granted to an Employee who, immediately before the Incentive Stock Option is
granted, owns stock representing more than ten percent (10%) of the voting power
of all classes of stock of the Company or any Parent or Subsidiary, the term of
the Incentive Stock Option shall be five (5) years from the date of grant
thereof or such shorter time as may be provided in such Optionee's Stock Option
Agreement.

            7.2 Exercise Price And Consideration.

                  (a) Price. The per Share exercise price for the Shares to be
issued pursuant to exercise of an Option shall be such price as determined by
the Committee, but shall be subject to the following:

                        (i) In the case of an Incentive Stock Option which is

                              (A) granted to an Employee who, immediately before
the grant of such Incentive Stock Option, owns stock representing more than ten
percent (10%) of the voting power of all classes of stock of the Company or any
Parent or Subsidiary, the per Share exercise price shall be no less than one
hundred and ten percent (110%) of the Fair Market Value per Share on the date of
grant.

                              (B) granted to an Employee not within (A), the per
share exercise price shall be no less than one hundred percent (100%) of the
Fair Market Value per Share on the date of grant.

                              (C) In the case of a Nonqualified Stock Option,
the per Share exercise price shall be no less than one hundred percent (100%) of
the Fair Market Value per Share on the date of grant.

                  (b) Certain Corporate Transactions. In the event the Company
substitutes an Option for a stock option issued by another corporation in
connection with a corporate transaction, such as a merger, consolidation,
acquisition of property or stock, separation


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(including a spin-off or other distribution of stock or property),
reorganization (whether or not such reorganization comes within the definition
of such term in Section 368 of the Code) or partial or complete liquidation
involving the Company and such other corporation, the exercise price of such
substituted Option shall be as determined by the Committee in its discretion
(subject to the provisions of Section 424(a) of the Code in the case of a stock
option that was intended to qualify as an "incentive stock option") to preserve,
on a per Share basis immediately after such corporate transaction, the same
ratio of Fair Market Value per Option Share to exercise price per Share which
existed immediately prior to such corporate transaction under the option issued
by such other corporation.

                  (c) Payment. The consideration to be paid for the Shares to be
issued upon exercise of an Option, including the method of payment, shall be
determined by the Committee and may consist entirely of cash, check, promissory
note, or other shares of the Company's capital stock having a Fair Market Value
on the date of surrender equal to the aggregate exercise price of the Shares as
to which said Option shall be exercised, or any combination of such methods of
payment, or such other consideration and method of payment for the issuance of
Shares to the extent permitted under the law of the Company's jurisdiction of
incorporation. The Committee may also establish coordinated procedures with one
or more brokerage firms for the "cashless exercise" of Options, whereby Shares
issued upon exercise of an Option are delivered against payment by the brokerage
firm on the Optionee's behalf. When payment of the exercise price for the Shares
to be issued upon exercise of an Option consists of shares of the Company's
capital stock, such shares will not be accepted as payment unless the Optionee
or Transferee, if applicable, has held such shares for the requisite period
necessary to avoid a charge to the Company's earnings for financial reporting
purposes.

            7.3 Exercise Of Option.

                  (a) Procedure for Exercise; Rights as a Shareholder. Any
Option granted hereunder shall be exercisable at such times and under such
conditions as determined by the Committee, including performance criteria with
respect to the Company or its Subsidiaries and/or the Optionee, and as shall be
permissible under the terms of the Plan. An Option may not be exercised for a
fraction of a Share. An Option shall be deemed to be exercised when written
notice of such exercise has been given to the Company in accordance with the
terms of the Option by the person entitled to exercise the Option and full
payment for the Shares with respect to which the Option is exercised has been
received by the Company. Full payment may, as authorized by the Committee,
consist of any consideration and method of payment allowable under Section
7.2(c) of the Plan. Until the issuance of the stock certificate evidencing such
Shares (as evidenced by the appropriate entry on the books of the Company or of
a duly authorized transfer agent of the Company), which in no event will be
delayed more than thirty (30) days from the date of the exercise of the Option,
no right to vote or receive dividends or any other rights as a shareholder shall
exist with respect to the Optioned Stock, notwithstanding the exercise of the
Option. No adjustment will be made for a dividend or other right for which the
record date is prior to the date the stock certificate is issued, except as
provided in the Plan. Exercise of an Option in any manner shall result in a
decrease in the number of Shares which thereafter may be available, both for
purposes of the Plan and for sale under the Option, by the number of Shares as
to which the Option is exercised.

                  (b) Termination of Status as an Employee. Subject to this
Section 7.3(b), if any Employee ceases to be in Continuous Status as an
Employee, he or any Transferee may, but only within thirty (30) days or such
other period of time not exceeding three (3) months as is determined by the
Committee (or, provided that the applicable Option is not to be treated as an
Incentive Stock Option, such longer period of time as may be determined by the
Committee)


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after the date he ceases to be an Employee, exercise his Option to the extent
that he or any Transferee was entitled to exercise it as of the date of such
termination. To the extent that he or any Transferee was not entitled to
exercise the Option at the date of such termination, or if he or any Transferee
does not exercise such Option (which he or any Transferee was entitled to
exercise) within the time specified herein, the Option shall terminate. If any
Employee ceases to serve as an Employee as a result of a termination for cause
(as determined by the Committee), any Option held by such Employee or any
Transferee shall terminate immediately and automatically on the date of his
termination as an Employee unless otherwise determined by the Committee.
Notwithstanding the foregoing, if an Employee ceases to be in Continuous Status
as an Employee solely due to a reorganization, merger, consolidation, spin-off,
combination, re-assignment to another member of the affiliated group of which
the Company is a member or other similar corporate transaction or event, the
Committee may, in its discretion, suspend the operation of this Section 7.3(b);
provided that the Employee shall execute an agreement, in form and substance
satisfactory to the Committee, waiving such Employee's right to have such
Employee's Options treated as Incentive Stock Options from and after a date
determined by the Committee which shall be no later than three months from the
date on which such Employee ceases to be in Continuous Status as an Employee,
and such Employee's Options shall thereafter be treated as Nonqualified Options
for all purposes.

                  (c) Disability of Optionee. Notwithstanding the provisions of
Section 7.3(b) above, in the event an Employee is unable to continue his
employment as a result of his Disability, he or any Transferee may, but only
within three (3) months or such other period of time not exceeding twelve (12)
months as is determined by the Committee (or, provided that the applicable
Option is not to be treated as an Incentive Stock Option, such longer period of
time as may be determined by the Committee) from the date of termination of
employment, exercise his Option to the extent he or any Transferee was entitled
to exercise it at the date of such Disability. To the extent that he or any
Transferee was not entitled to exercise the Option at the date of Disability, or
if he or any Transferee does not exercise such Option (which he or any
Transferee was entitled to exercise) within the time specified herein, the
Option shall terminate.

                  (d) Death of Optionee. In the event of the death of an
Optionee:

                        (i) during the term of the Option and who is at the time
of his death an Employee and who shall have been in Continuous Status as an
Employee since the date of grant of the Option, the Option may be exercised at
any time within twelve (12) months (or, provided that the applicable Option is
not to be treated as an Incentive Stock Option, such longer period of time as
may be determined by the Committee) following the date of death, by the
Optionee's estate, by a person who acquired the right to exercise the Option by
bequest or inheritance, or by any Transferee, as the case may be, but only to
the extent of the right to exercise that would have accrued had the Optionee
continued living one (1) month after the date of death; or

                        (ii) within thirty (30) days or such other period of
time not exceeding three (3) months as is determined by the Committee (or,
provided that the applicable Option is not to be treated as an Incentive Stock
Option, such longer period of time as may be determined by the Committee) after
the termination of Continuous Status as an Employee, the Option may be
exercised, at any time within three (3) months following the date of death, by
the Optionee's estate, by a person who acquired the right to exercise the Option
by bequest or inheritance, or by any Transferee, as the case may be, but only to
the extent of the right to exercise that had accrued at the date of termination.


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            7.4 Transferability Of Options. During an Optionee's lifetime, an
Option may be exercisable only by the Optionee and an Option granted under the
Plan and the rights and privileges conferred thereby shall not be subject to
execution, attachment or similar process and may not be sold, pledged, assigned,
hypothecated, transferred or otherwise disposed of in any manner (whether by
operation of law or otherwise) other than by will or by the laws of descent and
distribution. Notwithstanding the foregoing, to the extent permitted by
applicable law and Rule 16b-3, the Committee may determine that an Option may be
transferred by an Optionee to any of the following: (1) a family member of the
Optionee; (2) a trust established primarily for the benefit of the Optionee
and/or a family member of said Optionee in which the Optionee and/or one or more
of his family members collectively have a more than 50% beneficial interest; (3)
a foundation in which such persons collectively control the management of
assets; (4) any other legal entity in which such persons collectively own more
than 50% of the voting interests; or (5) any charitable organization exempt from
income tax under Section 501(c)(3) of the Code (collectively, a "Transferee");
provided, however, in no event shall an Incentive Stock Option be transferable
if such transferability would violate the applicable requirements under Section
422 of the Code. Any other attempt to sell, pledge, assign, hypothecate,
transfer or otherwise dispose of any Option under the Plan or of any right or
privilege conferred thereby, contrary to the provisions of the Plan, or the sale
or levy or any attachment or similar process upon the rights and privileges
conferred hereby, shall be null and void.

      8.    RESTRICTED STOCK AWARDS.

            8.1 In General.

                  (a) Each Restricted Stock Award shall be evidenced by an Award
Notice issued by the Committee to the Award Recipient containing such terms and
conditions not inconsistent with the Plan as the Committee may, in its
discretion, prescribe, including, without limitation, any of the following terms
or conditions:

                        (i) the number of Shares covered by the Restricted Stock
Award;

                        (ii) the amount (if any) which the Award Recipient shall
be required to pay to the Company in consideration for the issuance of such
Shares (which shall in no event be less than the minimum amount required for
such Shares to be validly issued, fully paid and nonassessable under applicable
law);

                        (iii) whether the Restricted Stock Award is a
Performance-Based Award and, if it is, the applicable Performance Goal or
Performance Goals;

                        (iv) the date of grant of the Restricted Stock Award;
and

                        (v) the vesting date for the Restricted Stock Award;

                  (b) All Restricted Stock Awards shall be in the form of issued
and outstanding Shares that shall be either:

                        (i) registered in the name of the Committee for the
benefit of the Award Recipient and held by the Committee pending the vesting or
forfeiture of the Restricted Stock Award;


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                        (ii) registered in the name of Award Recipient and held
by the Committee, together with a stock power executed by the Award Recipient in
favor of the Committee, pending the vesting or forfeiture of the Restricted
Stock Award; or

                        (iii) registered in the name of and delivered to the
Award Recipient.

In any event, the certificates evidencing the Shares shall at all times prior to
the applicable vesting date bear the following legend:

            The Class A Common Stock evidenced hereby is subject to the terms of
            a Restricted Stock Award agreement between Levitt Corporation and
            [Name of Award Recipient] dated [Date] made pursuant to the terms of
            the Levitt Corporation 2003 Stock Incentive Plan, copies of which
            are on file at the executive offices of Levitt Corporation, and may
            not be sold, encumbered, hypothecated or otherwise transferred
            except in accordance with the terms of such Plan and Agreement.

and/or such other restrictive legend as the Committee, in its discretion, may
specify.

                  (c) Except as otherwise provided by the Committee, a
Restricted Stock Award shall not be transferable by the Award Recipient other
than by will or by the laws of descent and distribution, and the Shares granted
pursuant to such Restricted Stock Award shall be distributable, during the
lifetime of the Award Recipient, only to the Award Recipient.

            8.2 Vesting Date.

                  (a) The vesting date for each Restricted Stock Award shall be
determined by the Committee and specified in the Award Notice and, if no date is
specified in the Award Notice, shall be the first anniversary of the date on
which the Restricted Stock Award is granted. Unless otherwise determined by the
Committee and specified in the Award Notice:

                        (i) if the Service of an Award Recipient is terminated
prior to the vesting date of a Restricted Stock Award for any reason other than
death or Disability, any unvested Shares shall be forfeited without
consideration (other than a refund to the Award Recipient of an amount equal to
the lesser of (A) the cash amount, if any, actually paid by the Award Recipient
to the Company for the Shares being forfeited and (B) the Fair Market Value of
such Shares on the date of forfeiture);

                        (ii) if the Service of an Award Recipient is terminated
prior to the vesting date of a Restricted Stock Award on account of death or
Disability, any unvested Shares with a vesting date that is during the period of
six (6) months beginning on the date of termination of Service shall become
vested on the date of termination of Service and any remaining unvested Shares
forfeited without consideration (other than a refund to the Award Recipient of
an amount equal to the lesser of (A) the cash amount, if any, actually paid by
the Award Recipient to the Company for the Shares being forfeited and (B) the
Fair Market Value of such Shares on the date of forfeiture); and


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            8.3 Performance-Based Restricted Stock Awards.

                  (a) At the time it grants a Performance-Based Restricted Stock
Award, the Committee shall establish one or more Performance Goals the
attainment of which shall be a condition of the Award Recipient's right to
retain the related Shares. The Performance Goals shall be selected from among
the following:

                              (i) earnings per share;

                              (ii) net income;

                              (iii) return on average equity;

                              (iv) return on average assets;

                              (v) core earnings;

                              (vi) stock price;

                              (vii) strategic business objectives, consisting of
one or more objectives based on meeting specified cost targets, business
expansion goals, goals relating to acquisitions or divestitures, revenue targets
or business development goals;

                              (viii) except in the case of a Covered Employee,
any other performance criteria established by the Committee;

                              (ix) any combination of (i) through (viii) above.

Performance Goals may be established on the basis of reported earnings or cash
earnings, and consolidated results or individual business units and may, in the
discretion of the Committee, include or exclude extraordinary items and/or the
results of discontinued operations. Each Performance Goal may be expressed on an
absolute and/or relative basis, may be based on or otherwise employ comparisons
based on internal targets, the past performance of the Company (or individual
business units) and/or the past or current performance of other companies.

                  (b) At the time it grants a Performance-Based Restricted Stock
Award, the Committee shall establish a Performance Measurement Period for each
Performance Goal. The Performance Measurement Period shall be the period over
which the Performance Goal is measured and its attainment is determined. If the
Committee establishes a Performance Goal but fails to specify a Performance
Measurement Period, the Performance Measurement Period shall be:

                              (i) if the Performance-Based Restricted Stock
Award is granted during the first three months of the Company's fiscal year, the
fiscal year of the Company in which the Performance-Based Restricted Stock Award
is granted; and

                              (ii) in all other cases, the period of four (4)
consecutive fiscal quarters of the Company that begins with the fiscal quarter
in which the Performance-Based Restricted Stock Award is granted.


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                  (c) Within a reasonable period of time as shall be determined
by the Committee following the end of each Performance Measurement Period, the
Committee shall determine, on the basis of such evidence as it deems
appropriate, whether the Performance Goals for such Performance Measurement
Period have been attained and, if they have been obtained, shall certify such
fact in writing.

                  (d) If the Performance Goals for a Performance-Based
Restricted Stock Award have been determined by the Committee to have been
attained and certified, the Committee shall either:



                        (i) if the relevant vesting date has occurred, cause the
ownership of the Shares subject to such Restricted Stock Award, together with
all dividends and other distributions with respect thereto that have been
accumulated, to be transferred on the stock transfer records of the Company,
free of any restrictive legend other than as may be required by applicable law,
to the Award Recipient;

                        (ii) in all other cases, continue the Shares in their
current status pending the occurrence of the relevant vesting date or forfeiture
of the Shares.

If any one or more of the relevant Performance Goals have been determined by the
Committee to not have been attained, all of the Shares subject to such
Restricted Stock Award shall be forfeited without consideration (other than a
refund to the Award Recipient of an amount equal to the lesser of (A) the cash
amount, if any, actually paid by the Award Recipient to the Company for the
Shares being forfeited and (B) the Fair Market Value of such Shares on the date
of forfeiture).

                  (e) If the Performance Goals for any Performance Measurement
Period shall have been affected by special factors (including material changes
in accounting policies or practices, material acquisitions or dispositions of
property, or other unusual items) that in the Committee's judgment should or
should not be taken into account, in whole or in part, in the equitable
administration of the Plan, the Committee may, for any purpose of the Plan,
adjust such Performance Goals and make payments accordingly under the Plan;
provided, however, that any adjustments made in accordance with or for the
purposes of this section 8.3(e) shall be disregarded for purposes of calculating
the Performance Goals for a Performance-Based Restricted Stock Award to a
Covered Employee if and to the extent that such adjustments would have the
effect of increasing the amount of a Restricted Stock Award to such Covered
Employee.

            8.4 Dividend Rights. Unless the Committee determines otherwise with
respect to any Restricted Stock Award and specifies such determination in the
relevant Award Notice, any dividends or distributions declared and paid with
respect to Shares subject to the Restricted Stock Award, whether or not in cash,
shall be held and accumulated for distribution at the same time and subject to
the same terms and conditions as the underlying Shares.

            8.5 Voting Rights. Unless the Committee determines otherwise with
respect to any Restricted Stock Award and specifies such determination in the
relevant Award Notice, voting rights appurtenant to the Shares subject to the
Restricted Stock Award, shall be exercised by the Committee in its discretion.

            8.6 Tender Offers. Each Award Recipient shall have the right to
respond, or to direct the response, with respect to the issued Shares related to
its Restricted Stock Award, to any tender offer, exchange offer or other offer
made to the holders of Shares. Such a direction for any such Shares shall be
given by completing and filing, with the inspector of elections, the trustee or
such other person who shall be independent of the Company as the Committee shall


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<PAGE>
designate in the direction, a written direction in the form and manner
prescribed by the Committee. If no such direction is given, then the Shares
shall not be tendered.

            8.7 Designation of Beneficiary. An Award Recipient may designate a
Beneficiary to receive any unvested Shares that become available for
distribution on the date of his death. Such designation (and any change or
revocation of such designation) shall be made in writing in the form and manner
prescribed by the Committee. In the event that the Beneficiary designated by an
Award Recipient dies prior to the Award Recipient, or in the event that no
Beneficiary has been designated, any vested Shares that become available for
distribution on the Award Recipient's death shall be paid to the executor or
administrator of the Award Recipient's estate, or if no such executor or
administrator is appointed within such time as the Committee, in its sole
discretion, shall deem reasonable, to such one or more of the spouse and
descendants and blood relatives of such deceased person as the Committee may
select.

            8.8 Taxes. The Company or the Committee shall have the right to
require any person entitled to receive Shares pursuant to a Restricted Stock
Award to pay the amount of any tax which is required to be withheld with respect
to such Shares, or, in lieu thereof, to retain, or to sell without notice, a
sufficient number of Shares to cover the amount required to be withheld.

      9.    ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER.

      Subject to any required action by the shareholders of the Company, in the
event any recapitalization, forward or reverse split, reorganization, merger,
consolidation, spin-off, combination, repurchase, or exchange of Class A Common
Stock or other securities, stock dividend or other special and nonrecurring
dividend or distribution (whether in the form of cash, securities or other
property), liquidation, dissolution, or other similar corporate transaction or
event, affects the Class A Common Stock such that an adjustment is appropriate
in the Committee's discretion in order to prevent dilution or enlargement of the
rights of Optionees and Award Recipients under the Plan, then the Committee
shall, in such manner as it may deem equitable, adjust any or all of (i) the
number and kind of shares of Class A Common Stock or other securities deemed to
be available thereafter for grants of Options and Restricted Stock Awards under
the Plan in the aggregate to all eligible individuals and individually to any
one eligible individual, (ii) the number and kind of shares of Class A Common
Stock or other securities that may be delivered or deliverable in respect of
outstanding Options or Restricted Stock Awards, and (iii) the exercise price of
Options. In addition, the Committee is authorized to make adjustments in the
terms and conditions of, and the criteria included in, Options and Restricted
Stock Awards (including, without limitation, cancellation of Options or
Restricted Stock Awards in exchange for the in-the-money value, if any, of the
vested portion thereof, or substitution of Options or Restricted Stock Awards
using stock of a successor or other entity) in recognition of unusual or
nonrecurring events (including, without limitation, events described in the
preceding sentence) affecting the Company or any Subsidiary or the financial
statements of the Company or any Subsidiary, or in response to changes in
applicable laws, regulations, or account principles; provided, however, that any
such adjustment to an Option or Performance-Based Restricted Stock Award granted
to a Covered Employee with respect to the Company or its Parent or Subsidiaries
shall conform to the requirements of section 162(m) of the Code and the
regulations thereunder then in effect. In addition, each such adjustment with
respect to an Incentive Stock Option shall comply with the rules of Section
424(a) of the Code (or any successor provision), and in no event shall any
adjustment be made which would render any Incentive Stock Option granted
hereunder other than an "incentive stock option" as defined in Section 422 of
the Code. The Committee's determination shall be final, binding and conclusive.


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<PAGE>
Except as expressly provided herein, no issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to,
the number or price of shares of Class A Common Stock subject to an Option or
Restricted Stock Award.

      In the event of the proposed dissolution or liquidation of the Company, or
in the event of a proposed sale of all or substantially all of the assets of the
Company, or the merger of the Company with or into another corporation, the
Committee or the Board of Directors may determine, in its discretion, that (i)
if any such transaction is effected in a manner that holders of Class A Common
Stock will be entitled to receive stock or other securities in exchange for such
shares, then, as a condition of such transaction, lawful and adequate provision
shall be made whereby the provisions of the Plan and the Options granted
hereunder shall thereafter be applicable, as nearly equivalent as may be
practicable, in relation to any shares of stock or securities thereafter
deliverable upon the exercise of any Option or (ii) the Option will terminate
immediately prior to the consummation of such proposed transaction. The
Committee or the Board of Directors may, in the exercise of its sole discretion
in such instances, declare that any Option shall terminate as of a date fixed by
the Committee or the Board of Directors and give each Optionee or Transferee, if
applicable, the right to exercise his Option as to all or any part of the
Optioned Stock, including Shares as to which the Option would not otherwise be
exercisable; provided, however, that the Committee may, at any time prior to the
consummation of such merger, consolidation or other business reorganization,
direct that all, but not less than all, outstanding Options be cancelled as of
the effective date of such merger, consolidation or other business
reorganization in exchange for a cash payment per optioned Share equal to the
excess (if any) of the value exchanged for an outstanding Share in such merger,
consolidation or other business reorganization over the exercise price of the
Option being cancelled.

      In the event of any merger, consolidation, or other business
reorganization in which the Company is not the surviving entity, any Restricted
Stock Award with respect to which Shares had been awarded to an Award Recipient
shall be adjusted by allocating to the Award Recipient the amount of money,
stock, securities or other property to be received by the other shareholders of
record, and such money, stock, securities or other property shall be subject to
the same terms and conditions of the Restricted Stock Award that applied to the
Shares for which it has been exchanged.

      Without limiting the generality of the foregoing, the existence of
outstanding Options or Restricted Stock Awards granted under the Plan shall not
affect in any manner the right or power of the Company to make, authorize or
consummate (i) any or all adjustments, recapitalizations, reorganizations or
other changes in the Company's capital structure or its business; (ii) any
merger or consolidation of the Company; (iii) any issuance by the Company of
debt securities or preferred or preference stock that would rank above the
Shares subject to outstanding Options or Restricted Stock Awards; (iv) the
dissolution or liquidation of the Company; (v) any sale, transfer or assignment
of all or any part of the assets or business of the Company; or (vi) any other
corporate act or proceeding, whether of a similar character or otherwise.

      10. TIME FOR GRANTING OPTIONS AND RESTRICTED STOCK AWARDS. The date of
grant of an Option or Restricted Stock Award shall, for all purposes, be the
date on which the Committee makes the determination granting such Option or
Restricted Stock Award or such later date as the Committee may specify. Notice
of the determination shall be given to each Optionee or Award Recipient within a
reasonable time after the date of such grant.

      11. AMENDMENT AND TERMINATION OF THE PLAN.


                                       13
<PAGE>
            11.1 Committee Action; Shareholders' Approval. Subject to applicable
laws and regulations, the Committee or the Board of Directors may amend or
terminate the Plan from time to time in such respects as the Committee or the
Board of Directors may deem advisable, without the approval of the Company's
shareholders.

            11.2 Effect of Amendment or Termination. No amendment or termination
or modification of the Plan shall in any manner affect any Option or Restricted
Stock Award theretofore granted without the consent of the Optionee or Award
Recipient, except that the Committee or the Board of Directors may amend or
modify the Plan in a manner that does affect Options or Restricted Stock Awards
theretofore granted upon a finding by the Committee or the Board of Directors
that such amendment or modification is in the best interest of Shareholders,
Optionees or Award Recipients.

      12. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued
pursuant to the exercise of an Option or delivered with respect to a Restricted
Stock Award unless the exercise of such Option and the issuance and delivery of
such Shares pursuant thereto or the grant of a Restricted Stock Award and the
delivery of Shares with respect thereto shall comply with all relevant
provisions of law, including, without limitation, the Securities Act of 1933, as
amended, the Exchange Act, the rules and regulations promulgated thereunder, and
the requirements of any stock exchange upon which the Shares may then be listed,
and shall be further subject to the approval of counsel for the Company with
respect to such compliance.

      As a condition to the exercise of an Option, grant of a Restricted Stock
Award or delivery of Shares with respect to a Restricted Stock Award, the
Company may require the Person exercising such Option or acquiring such Shares
or Restricted Stock Award to represent and warrant at the time of any such
exercise, grant or acquisition that the Shares are being purchased only for
investment and without any present intention to sell or distribute such Shares
if, in the opinion of counsel for the Company, such a representation is required
by any of the aforementioned relevant provisions of law. The Company shall not
be required to deliver any Shares under the Plan prior to (i) the admission of
such Shares to listing on any stock exchange on which Shares may then be listed,
or (ii) the completion of such registration or other qualification under any
state or federal law, rule or regulation as the Committee shall determine to be
necessary or advisable.

      13. RESERVATION OF SHARES. The Company, during the term of this Plan, will
at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan. Inability of the Company to
obtain authority from any regulatory body having jurisdiction, which authority
is deemed by the Company's counsel to be necessary to the lawful issuance and
sale of any Shares hereunder, shall relieve the Company of any liability in
respect of the failure to issue or sell such shares as to which such requisite
authority shall not have been obtained.

      14. STOCK OPTION AGREEMENT; AWARD NOTICE. Options shall be evidenced by
written option agreements and Restricted Stock Awards shall be evidenced by
Award Notices, each in such form as the Board of Directors or the Committee
shall approve.

      15. SHAREHOLDER APPROVAL. Continuance of the Plan shall be subject to
approval by the shareholders of the Company entitled to vote thereon within
twelve months after the date the Plan is adopted. If such shareholder approval
is obtained at a duly held shareholders' meeting, it may be obtained by the
affirmative vote of the holders of outstanding shares of the Company's common
stock representing a majority of the votes entitled to be cast thereon. No
Performance-Based Restricted Stock Awards shall be granted after the fifth (5th)
anniversary of


                                       14
<PAGE>
the date the Plan is adopted unless, prior to such date, the listing of
permissible Performance Goals set forth in Section 8.3 shall have been
re-approved by the shareholders of the Company in the manner required by Section
162(m) of the Code and the regulations thereunder.

      16. OTHER PROVISIONS. The Stock Option Agreements or Award Notices
authorized under the Plan may contain such other provisions, including, without
limitation, restrictions upon the exercise of the Option or vesting of the
Restricted Stock Award, as the Board of Directors or the Committee shall deem
advisable. Any Incentive Stock Option Agreement shall contain such limitations
and restrictions upon the exercise of the Incentive Stock Option as shall be
necessary in order that such Option will be an incentive stock option as defined
in Section 422 of the Code.

      17. INDEMNIFICATION OF COMMITTEE MEMBERS. In addition to such other rights
of indemnification they may have as directors, the members of the Committee
shall be indemnified by the Company against the reasonable expenses, including
attorneys' fees actually and necessarily incurred in connection with the defense
of any action, suit or proceeding, or in connection with any appeal thereon, to
which they or any of them may be a party by reason of any action taken or
failure to act under or in connection with the Plan or any Option or Restricted
Stock Award granted thereunder, and against all amounts paid by them in
settlement thereof (provided such settlement is approved by independent legal
counsel selected by the Company) or paid by them in satisfaction of a judgment
in any such action, suit or proceeding, except in relation to matters as to
which it shall be adjudged in such action, suit or proceeding that such
Committee member is liable for gross negligence or misconduct in the performance
of his duties; provided that within sixty (60) days after institution of any
such action, suit or proceeding a Committee member shall in writing offer the
Company the opportunity, at its own expense, to handle and defend the same.

      18. NO OBLIGATION TO EXERCISE OPTION. The granting of an Option shall
impose no obligation upon the Optionee to exercise such Option.

      19. WITHHOLDINGS; TAX MATTERS.

            19.1 The Company shall have the right to deduct from all amounts
paid by the Company in cash with respect to an Option under the Plan any taxes
required by law to be withheld with respect to such Option. Where any Person is
entitled to receive Shares pursuant to the exercise of an Option, the Company
shall have the right to require such Person to pay to the Company the amount of
any tax which the Company is required to withhold with respect to such Shares,
or, in lieu thereof, to retain, or to sell without notice, a sufficient number
of Shares to cover the minimum amount required to be withheld. To the extent
determined by the Committee and specified in the Option Agreement, an Option
holder shall have the right to direct the Company to satisfy the minimum
required federal, state and local tax withholding by reducing the number of
Shares subject to the Option (without issuance of such Shares to the Option
holder) by a number equal to the quotient of (a) the total minimum amount of
required tax withholding divided by (b) the excess of the Fair Market Value of a
Share on the Option exercise date over the Option exercise price per Share.

            19.2 If and to the extent permitted by the Committee and specified
in an Award Notice for a Restricted Stock Award other than a Performance-Based
Restricted Stock Award, an Award Recipient may be permitted or required to make
an election under section 83(b) of the Code to include the compensation related
thereto in income for federal income tax purposes at the time of issuance of the
Shares to such Award Recipient instead of at a subsequent vesting date. In such
event, the Shares issued prior to their vesting date shall be issued in


                                       15
<PAGE>
certificated form only, and the certificates therefor shall bear the following
legend:

            The Class A Common Stock evidenced hereby is subject to the terms of
            a Restricted Stock Award agreement between Levitt Corporation and
            [Name of Recipient] dated [Date] made pursuant to the terms of the
            Levitt Corporation 2003 Stock Incentive Plan, copies of which are on
            file at the executive offices of Levitt Corporation, and may not be
            sold, encumbered, hypothecated or otherwise transferred except in
            accordance with the terms of such Plan and Agreement.

or such other restrictive legend as the Committee, in its discretion, may
specify. In the event of the Award Recipient's termination of Service prior to
the relevant vesting date or forfeiture of the Shares for any other reason, the
Award Recipient shall be required to return all forfeited Shares to the Company
without consideration therefor (other than a refund to the Award Recipient of an
amount equal to the lesser of (A) the cash amount, if any, actually paid by the
Award Recipient to the Company for the Shares being forfeited and (B) the Fair
Market Value of such Shares on the date of forfeiture).

      20. OTHER COMPENSATION PLANS. The adoption of the Plan shall not affect
any other stock option or incentive or other compensation plans in effect for
the Company or any Subsidiary, nor shall the Plan preclude the Company from
establishing any other forms of incentive or other compensation for employees
and directors of the Company or any Subsidiary.

      21. SINGULAR, PLURAL; GENDER. Whenever used herein, nouns in the singular
shall include the plural, and the masculine pronoun shall include the feminine
gender.

      22. HEADINGS, ETC. NO PART OF PLAN. Headings of Articles and Sections
hereof are inserted for convenience and reference; they constitute no part of
the Plan.

      23. SEVERABILITY. If any provision of the Plan is held to be invalid or
unenforceable by a court of competent jurisdiction, then such invalidity or
unenforceability shall not affect the validity and enforceability of the other
provisions of the Plan and the provision held to be invalid or unenforceable
shall be enforced as nearly as possible according to its original terms and
intent to eliminate such invalidity or unenforceability.

Final 12.17.03


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