<PAGE> 129
                                                       EXHIBIT 10.2

                           U.S. HOME CORPORATION

                           OFFICERS' CERTIFICATE-
                           ----------------------
                         SENIOR SUBORDINATED NOTES
                         -------------------------


                  Pursuant  to  Sections  2.01 and  3.01 of the  Indenture,
dated February 19, 1999 (the "Indenture"), between U.S. Home Corporation, a
Delaware  corporation  (the  "Company"),  and  IBJ  Whitehall  Bank & Trust
Company,  as Trustee (the "Trustee"),  each of the  undersigned,  Robert J.
Strudler  and Thomas A.  Napoli,  the  Chairman  of the Board and  Co-Chief
Executive Officer,  and Vice  President-Corporate  Finance and Treasurer of
the  Company,  respectively,  hereby  certify  on behalf of the  Company as
follows:

                  1. Capitalized terms used but not defined herein have the
         meanings set forth in the Indenture.

                  2. The establishment of 8.875% Senior  Subordinated Notes
         due 2009 as a series of  Securities  of the Company  (the  "Senior
         Subordinated   Notes")  has  been   approved  and   authorized  in
         accordance  with  the  provisions  of the  Indenture  pursuant  to
         resolutions  of the Board of  Directors  of the Company (a copy of
         which, certified by an Assistant Secretary or the Secretary of the
         Company, is delivered herewith) duly adopted on February 10, 1999,
         and resolutions of the Pricing Committee of the Board of Directors
         of the  Company  (a  copy of  which,  certified  by the  Assistant
         Secretary or the Secretary of the Company,  is delivered herewith)
         duly adopted on February 16,  1999.  Pursuant to such  resolutions
         and this Officers' Certificate,  the terms set forth below for the
         Senior  Subordinated  Notes to be issued under the  Indenture  are
         authorized  and  approved.  The form of Senior  Subordinated  Note
         attached  hereto as Exhibit A has been approved and  authorized in
         accordance with the provisions of the Indenture.

                  3. That he has read and is familiar  with the  provisions
         of Articles 2 and 3 of the Indenture relating to the establishment
         of a series of  Securities  thereunder  and the  establishment  of
         forms of Securities representing a series of Securities thereunder
         and, in each case, the definitions therein relating thereto;  that
         he  is  generally  familiar  with  the  other  provisions  of  the
         Indenture  and with the  affairs of the  Company  and its acts and
         proceedings  and that the  statements  and opinions made by him in
         this Officers'  Certificate are based upon such  familiarity;  and
         that,   in  his  opinion,   he  has  made  such   examination   or
         investigation as is necessary to enable him to express an informed
         opinion as to whether or not the conditions and covenants referred
         to  above  have  been  complied  with;  and in his  opinion,  such
         conditions and covenants have been complied with.
<PAGE> 130

                  4. The  terms of the  series  of  Securities  established
         pursuant to this Officers, Certificate shall be as follows:

                           (a) Title.  The title of the series of Securities
                  established hereby is the (8.875% Senior Subordinated Notes
                  due 2009.)

                           (b) Aggregate  Principal  Amount.  The aggregate
                  principal amount of the Senior  Subordinated  Notes which
                  may be  authenticated  and delivered  under the Indenture
                  (except for Senior  Subordinated Notes  authenticated and
                  delivered  upon   registration  of  transfer  of,  or  in
                  exchange  for, or in lieu of, other  Senior  Subordinated
                  Notes pursuant to Section 3.04, 3.05, 3.06, 4.07 or 13.05
                  of the Indenture  and except for any Senior  Subordinated
                  Notes which,  pursuant to Section 3.03 of the  Indenture,
                  are deemed never to have been  authorized  and  delivered
                  thereunder) is $125,000,000.

                           (c) Persons to Whom Interest  Payable.  Interest
                  on the Senior  Subordinated Notes shall be payable to the
                  Person  in  whose  name a  Senior  Subordinated  Note  is
                  registered  at the close of  business  (whether  or not a
                  Business  Day)  on  the  Regular  Record  Date  for  such
                  interest  payment,  except that default interest shall be
                  payable in the  manner  provided  in Section  3.07 of the
                  Indenture.

                           (d) Stated  Maturity.  The  date on  which  the
                  principal  of the  Senior  Subordinated  Notes  shall  be
                  payable, unless accelerated pursuant to the Indenture, is
                  February 15, 2009.

                           (e) Rate of Interest; Interest Payment Dates;
                  Regular Record Dates.

                                    (i)  Rate of  Interest.  The  principal
                           amount of each of the Senior  Subordinated Notes
                           shall bear simple interest at the rate of 8.875%
                           per annum.  The date from which  interest  shall
                           accrue for each of the Senior Subordinated Notes
                           shall be February  19, 1999.  Interest  shall be
                           calculated  on the basis of actual days  elapsed
                           over a 365- or 366-day year.

                                    (ii) Interest  Payment Dates.  Interest
                           on  the  Senior   Subordinated  Notes  shall  be
                           payable  semi-annually on February 15 and August
                           15 of each year, commencing on August 15, 1999.
<PAGE> 131


                                    If any  Interest  Payment  Date  or the
                           Maturity of the Senior  Subordinated Notes falls
                           on a day that is not a Business Day, the payment
                           due on such Interest Payment Date or at Maturity
                           will  be  made on the  following  day  that is a
                           Business Day as if it were made on the date such
                           payment was due and no interest  shall accrue on
                           the  amount so payable  for the period  from and
                           after such Interest Payment Date or Maturity, as
                           the case may be.

                                    (iii) Regular Record Dates. The Regular
                           Record  Dates  for  interest   payable  on  each
                           February   15  and   August   15   will  be  the
                           immediately  preceding  February  1 and August 1
                           (whether or not a Business Day), respectively.

                           (f) Place of Payment; Registration of Transfer and
                  Exchange;  Notices to the Company.

                                    (i) Place of  Payment.  Payment  of the
                           principal   of  and   interest   on  the  Senior
                           Subordinated Notes will be made at the Corporate
                           Trust  Office of the  Trustee  in New York,  New
                           York,   and  at  any  other   office  or  agency
                           designated  by the  Company  for  such  purpose;
                           provided,  however,  that at the  option  of the
                           Company,  payment of interest due (other than at
                           Maturity)  may be made by  check  mailed  to the
                           address of the Person  entitled  thereto as such
                           address shall appear in the Security Register.

                                    (ii) Registration   of  Exchange  and
                           Transfer.  The Senior  Subordinated Notes may be
                           presented  for  exchange  and   registration  of
                           transfer at the  Corporate  Trust  Office of the
                           Trustee in New York,  New York, or at the office
                           of any  Registrar  hereafter  designated  by the
                           Company for such purpose.

                                    (iii) Notices to Company.  Notices and
                           demands to or upon the Company in respect of the
                           Senior  Subordinated Notes and the Indenture may
                           be served at U.S. Home  Corporation,  10707 Clay
                           Road,   Houston,    Texas   77041,    Attention:
                           President.
<PAGE> 132
                           (g) Optional Redemption.  The Company may redeem
                  all or any  portion of the Senior  Subordinated  Notes at
                  any time and from time to time on and after  February 15,
                  2004 at the  following  redemption  prices  (expressed in
                  percentages of the principal  amount)  together,  in each
                  case, with accrued interest to the date of redemption:

                             If redeemed during the 12-month period beginning
                  February 15,

                            Year                               Percentage
                            ----                               ----------
                            2004                               104.438%
                            2005                               102.958%
                            2006                               101.479%
                            2007                               100.00%

                  and thereafter at 100 percent of the principal amount
                  thereof.

                           (h) Mandatory   Redemption/Sinking   Fund.  The
                  Company  shall  not be  obligated  to make any  mandatory
                  sinking  fund  payment  or   redemption   of  the  Senior
                  Subordinated Notes.

                           (i) Denominations. The Senior Subordinated Notes
                  shall be  issuable  in  denominations  of $1,000  and any
                  integral multiple thereof.

                           (j) Acceleration.  The principal  amount of the
                  Senior   Subordinated   Notes   shall  be  payable   upon
                  declaration  of  acceleration  of  the  Maturity  thereof
                  pursuant to Section 8.02 of the Indenture.

                           (k) Defeasance.  The Senior  Subordinated  Notes
                  shall be  defeasible  as  provided  in  Article 11 of the
                  Indenture.

                           (l) Global  Securities;  Depository.  The Senior
                  Subordinated  Notes shall be issued in the form of one or
                  more Global  Securities and the Depository for the Global
                  Securities shall be The Depository  Trust Company,  a New
                  York  corporation,  and the  Global  Securities  shall be
                  registered  in the name of Cede & Co., the nominee of the
                  Depository.

                           (m) Registrar;  Paying Agent. The Company hereby
                  appoints the Trustee as the initial  Registrar and Paying
                  Agent with respect to the Senior  Subordinated Notes. The
                  books of the Registrar for the Senior  Subordinated Notes
                  will  be  initially  maintained  at the  Corporate  Trust
                  Office of the Trustee.

                           (n) Events of Default.  Section  8.01(a)(iii) of
                  the  Indenture  shall  not be  applicable  to the  Senior
                  Subordinated Notes.
<PAGE> 133



                  IN  WITNESS  WHEREOF,  we have  executed  this  Officers'
Certificate on behalf of the Company this 19th day of February, 1999.

                                       U.S. HOME CORPORATION


                                       By:      /s/ Robert J. Strudler
                                                ----------------------
                                                Robert J. Strudler
                                                Chairman of the Board and
                                                Co-Chief Executive Officer

                                       By:      /s/ Thomas A. Napoli 
                                                --------------------------
                                                Thomas A. Napoli
                                                Vice President-Corporate 
                                                Finance  and Treasurer


<PAGE> 134



                                 EXHIBIT A

                             (FACE OF SECURITY)

         THIS  SECURITY  IS A GLOBAL  SECURITY  WITHIN  THE  MEANING OF THE
         INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF
         A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS GLOBAL SECURITY IS
         EXCHANGEABLE  FOR  SECURITIES  REGISTERED  IN THE NAME OF A PERSON
         OTHER  THAN THE  DEPOSITORY  OR ITS  NOMINEE  ONLY IN THE  LIMITED
         CIRCUMSTANCES DESCRIBED IN THE INDENTURE,  AND NO TRANSFER OF THIS
         SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE
         DEPOSITORY  TO A NOMINEE OF THE  DEPOSITORY OR BY A NOMINEE OF THE
         DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY)
         MAY BE  REGISTERED  EXCEPT IN SUCH  LIMITED  CIRCUMSTANCES.  EVERY
         SECURITY  DELIVERED  UPON  REGISTRATION  OF  TRANSFER  OF,  OR  IN
         EXCHANGE  FOR,  OR IN LIEU OF,  THIS  GLOBAL  SECURITY  SHALL BE A
         GLOBAL  SECURITY  SUBJECT TO THE FOREGOING,  EXCEPT IN THE LIMITED
         CIRCUMSTANCES DESCRIBED ABOVE.

         UNLESS   THIS   CERTIFICATE   IS   PRESENTED   BY  AN   AUTHORIZED
         REPRESENTATIVE  OF  THE  DEPOSITORY  TRUST  COMPANY,  A  NEW  YORK
         CORPORATION  ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION
         OF TRANSFER,  EXCHANGE OR PAYMENT,  AND ANY CERTIFICATE  ISSUED IS
         REGISTERED  IN THE NAME OF CEDE & CO. OR IN SUCH  OTHER NAME AS IS
         REQUESTED BY AN AUTHORIZED  REPRESENTATIVE OF DTC (AND ANY PAYMENT
         IS TO BE  MADE  TO  CEDE  & CO.  OR TO  SUCH  OTHER  ENTITY  AS IS
         REQUESTED BY AN AUTHORIZED  REPRESENTATIVE  OF DTC), ANY TRANSFER,
         PLEDGE OR OTHER USE  HEREOF  FOR VALUE OR  OTHERWISE  BY OR TO ANY
         PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
         CO., HAS AN INTEREST HEREIN.


CUSIP 911920AH9
Cert. No. 1           U.S. HOME CORPORATION                   $125,000,000

Promises to pay to Cede & Co. or  registered  assigns the  principal sum of
ONE HUNDRED TWENTY FIVE MILLION DOLLARS on February 15, 2009.
<PAGE> 135

                  8.875% SENIOR SUBORDINATED NOTE DUE 2009
             Interest Payment Dates: February 15 and August 15
               Regular Record Dates: February 1 and August 1

Dated: February 19, 1999

                                    U.S. HOME CORPORATION


                                    By:                       
                                    Name:      Thomas A. Napoli
                                    Title:     Vice President - Corporate
                                               Finance and Treasurer

                                    By:                       
                                    Name:      Chester P. Sadowski
                                    Title:     Senior Vice President-
                                               Controller and Chief 
                                               Accounting Officer


[Corporate  Seal]
This Security is one of
the Securities of the series
designated herein referred to 
in the within mentioned Indenture.

                                    IBJ WHITEHALL BANK &
                                      TRUST COMPANY, as Trustee


                                    By:                      
                                    Authorized Signatory


<PAGE> 136


                           (REVERSE OF SECURITY)

                           U.S. HOME CORPORATION

                  8.875% SENIOR SUBORDINATED NOTE DUE 2009

1.       Interest.

         U.S. Home  Corporation,  a Delaware  corporation  (the "Company"),
promises to pay interest on the principal amount of this Security, which is
one of the Securities of the series  designated  under the Indenture as the
"8.875%  Senior  Subordinated  Notes due 2009"  (the  "Senior  Subordinated
Notes"),  at the rate per annum shown above.  The Company will pay interest
semi-annually on February 15 and August 15 of each year (each, an Interest
Payment  Date"),  commencing  August  15,  1999.  Interest  on  the  Senior
Subordinated  Notes will accrue from the most recent date to which interest
has been paid or, if no interest  has been paid,  from  February  19, 1999.
Interest  will be computed on the basis of actual days  elapsed over a 365-
or 366-day year.

2.       Method of Payment.

         The Company  will pay  interest on the Senior  Subordinated  Notes
(except default interest,  which shall be payable in the manner provided in
Section 3.07 of the Indenture) to the Persons who are Holders of Securities
at the close of business on the February 1 or August 1 next  preceding  the
Interest  Payment Date (the "Regular Record Date").  Holders must surrender
Senior  Subordinated Notes to a Paying Agent to collect principal payments.
The Company will pay  principal  and interest in money of the United States
that at the time of  payment  is legal  tender  for  payment  of public and
private debts.  However,  the Company may pay principal and interest by its
check  payable  in such  money.  It may  mail,  or cause to be  mailed,  an
interest check to a Holder's address set forth on the Security Register.

3.       Paying Agent and Registrar.

         Initially, IBJ Whitehall Bank & Trust Company (the "Trustee") will
act as Paying Agent and Registrar. The Company may change any Paying Agent,
Registrar or co-Registrar  without notice to any Holder. The Company or any
of its Subsidiaries may act as Paying Agent, Registrar or co-Registrar.

4.       Indenture.

         The  Company  issued  the  Senior   Subordinated  Notes  under  an
Indenture,  dated as of February  19, 1999 (the  "Indenture"),  between the
Company and the Trustee. The terms of the Senior Subordinated Notes include
those  stated  in the  Indenture,  those  made  part  of the  Indenture  by
reference to the Trust Indenture Act of 1939 (15 U.S. Code  "77aaa-77bbbb),
as in effect on the date of the  Indenture  and as may be amended from time

<PAGE> 137

to time  (the  "TIA")  , and  those  incorporated  by  reference  into  the
Indenture  pursuant  to an  Officers'  Certificate  of the  Company,  dated
February  19, 1999 (the  "Officers'  Certificate"),  delivered  pursuant to
Sections 2.01 and 3.01 of the Indenture.  The Senior Subordinated Notes are
subject to and governed by all such terms,  and Holders are referred to the
Indenture,  the Officers'  Certificate and the TIA for a statement of them.
Capitalized  terms used in this Senior  Subordinated Note and not otherwise
defined  herein shall have the meanings set forth in the  Indenture and the
Officers' Certificate.  The Senior Subordinated Notes are general unsecured
obligations  of the Company  limited to the aggregate  principal  amount of
$125,000,000.

5.       Optional Redemption.

         The   Company  may  redeem  all  or  any  portion  of  the  Senior
Subordinated  Notes at any time and from time to time on and after February
15, 2004 at the following  redemption  prices  (expressed in percentages of
the principal amount) together,  in each case, with accrued interest to the
date of redemption:

         If redeemed during the 12-month period beginning February 15,

                           Year                               Percentage

                           2004                                 104.438%
                           2005                                 102.958%
                           2006                                 101.479%
                           2007                                 100.00%

and thereafter at 100 percent of the principal amount thereof.

6.       Mandatory Redemption/Sinking Fund.

         The Company shall not be obligated to make any  mandatory  sinking
fund payment or redemption of the Senior Subordinated Notes.

7.       Mandatory Repurchase Obligation.

         Within 30 days after the occurrence of any Change of Control,  the
Company will offer to purchase all Outstanding Senior Subordinated Notes at
a purchase  price equal to 101 percent of the  aggregate  principal  amount
thereof,  plus accrued and unpaid interest to the Change of Control Payment
Date.

         Within  30  days  after  the  end of any  two  consecutive  fiscal
quarters during which the Consolidated Tangible Net Worth of the Company is
at any time and from time to time less than $115,000,000,  the Company will
offer to purchase 10 percent of the original  Outstanding  principal amount
of the Senior  Subordinated  Notes at a purchase price equal to 100 percent
of the original principal amount thereof,  plus accrued and unpaid interest
to the Net Worth Offer Date.
<PAGE> 138


         A Change of Control  Offer or a Net Worth  Offer will  remain open
for the period  specified in the Indenture.  Promptly after the termination
of a Change of Control Offer or a Net Worth Offer,  subject to the terms of
the  Indenture,  the Company will purchase and mail, or cause to be mailed,
or deliver,  or cause to be delivered,  payment for all Senior Subordinated
Notes tendered and accepted pursuant to such Offer.

         A Holder may tender in response to a Change of Control  Offer or a
Net Worth Offer all or any portion of its Senior  Subordinated Notes at its
discretion  by  completing  the form  entitled  "OPTION  OF HOLDER TO ELECT
PURCHASE"  appearing on the reverse of this Senior  Subordinated  Note. Any
portion of Senior  Subordinated Notes tendered must be an integral multiple
of $1,000.

8.       Denominations, Transfer, Exchange.

         The Senior  Subordinated  Notes are issuable in  registered  form,
without  coupons,  in  denominations  of  $1,000  and any  amount in excess
thereof  which is an  integral  multiple  of  $1,000.  As  provided  in the
Indenture  and subject to certain  limitations  therein  set forth,  Senior
Subordinated  Notes are exchangeable for a like aggregate  principal amount
of Senior Subordinated Notes of any authorized  denomination,  as requested
by  the  Holder  surrendering  the  same,  upon  surrender  of  the  Senior
Subordinated  Note to be  exchanged  at any office or agency  where  Senior
Subordinated Notes may be presented for registration of transfer.

         As provided in the  Indenture  and subject to certain  limitations
therein set forth, the transfer of Senior Subordinated Notes is registrable
in the Security  Register upon surrender of a Senior  Subordinated Note for
registration  of transfer at the  Corporate  Trust Office of the Trustee in
New York, New York, or at the office of any Registrar hereafter  designated
by the Company for such  purpose,  duly  endorsed by, or  accompanied  by a
written  instrument of transfer in form satisfactory to the Company and the
Registrar  duly  executed  by  the  Holder  hereof  or  his  attorney  duly
authorized in writing,  and  thereupon one or more new Senior  Subordinated
Notes,  of authorized  denominations  and for the same aggregate  principal
amount, will be issued to the designated transferee or transferees.

         No service charge shall be made by the Company, the Trustee or the
Registrar  for any such  registration  of  transfer  or  exchange,  but the
Company  may  require  payment  of a  sum  sufficient  to  cover  any  tax,
assessment or other  governmental  charge  payable in connection  therewith
(other  than  exchanges  pursuant  to  Section  3.04,  4.07 or 13.05 of the
Indenture, not involving any transfer).

9.       Subordination.

         The Securities are subordinated in right of payment, in the manner
and to the extent set forth in the Indenture,  to the prior payment in full
of all Senior  Indebtedness.  Each Holder by accepting a Security agrees to
such subordination and authorizes the Trustee to give it effect.
<PAGE> 139


10.      Person Deemed Owner.

         The  Holder of a Senior  Subordinated  Note may be  treated as the
owner of it for all purposes.

11.      Amendment, Waiver.

         The Indenture permits, in certain circumstances therein specified,
the  amendment  thereof  without the consent of the Holders.  The Indenture
also permits,  with certain  exceptions as therein provided,  the amendment
thereof  and the  modification  of the  rights  and  obligations  under the
Indenture  of the  Company  and the  rights of  Holders  at any time by the
Company  and the  Trustee  with the consent of the Holders of a majority in
principal amount of the Senior  Subordinated Notes at the time Outstanding.
The Indenture also contains provisions permitting the Holders of a majority
in  principal  amount  of  the  Senior   Subordinated  Notes  at  the  time
Outstanding, on behalf of the Holders of all the Senior Subordinated Notes,
to  waive  compliance  by  the  Company  with  certain  provisions  of  the
Indenture.  Any such consent or waiver by the Holders shall be binding upon
the Holder of this Senior  Subordinated Note and upon all future Holders of
this Senior  Subordinated  Note and of any Senior  Subordinated Note issued
upon the  registration  of transfer hereof or in exchange hereof or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Senior Subordinated Note.

12.      Successor Corporation.

         When a successor  corporation  assumes all the  obligations of its
predecessor  under the Senior  Subordinated  Notes and the  Indenture,  the
predecessor corporation will be released from those obligations.

13.      Defaults and Remedies.

         The following are Events of Default: (i) failure by the Company to
pay interest on any Senior  Subordinated Note when the same becomes due and
payable and the  continuance  of such failure for 30 days;  (ii) failure by
the Company to pay the principal of any Senior  Subordinated  Note when the
same becomes due and payable at Maturity,  upon  acceleration or otherwise;
(iii)  failure  by the  Company  to comply  with any of its  agreements  or
covenants  in, or  provisions  of,  the  Senior  Subordinated  Notes or the
Indenture  (other  than  an  agreement  or  covenant  a  default  in  whose
performance  or whose breach is elsewhere in Section 8.01 of the  Indenture
or which has  expressly  been  included  in the  Indenture  solely  for the
benefit of a series of Securities other than the Senior Subordinated Notes)
and such failure  continues for 60 days after notice;  (iv) acceleration of
any Indebtedness  (other than Non-Recourse  Indebtedness) of the Company or
any  of its  Subsidiaries  that  has an  outstanding  principal  amount  of
$10,000,000 or more in the aggregate;  provided that, in the event any such
acceleration  is withdrawn or otherwise  rescinded  within a period of five
days after such acceleration by the holders of such Indebtedness, any Event
of Default  pursuant to this clause (iv) will be deemed to be cured and any
<PAGE> 140

acceleration under the Indenture will be deemed withdrawn or rescinded; (v)
failure by the Company or any of its  Subsidiaries to make any principal or
interest  payment in  respect  of  Indebtedness  (other  than  Non-Recourse
Indebtedness) of the Company or any of its Subsidiaries with an outstanding
aggregate  amount of $10,000,000 or more within five days of such principal
or interest  payment  becoming due and payable  (after giving effect to any
applicable  grace  period  set  forth  in  the  documents   governing  such
Indebtedness);  (vi) a final judgment or judgments that exceed  $10,000,000
or more in the aggregate,  for the payment of money, having been entered by
a court or courts of competent  jurisdiction  against the Company or any of
its Subsidiaries  and such judgment or judgments is not satisfied,  stayed,
annulled or rescinded  within 60 days of being  entered;  or (vii)  certain
events of bankruptcy,  insolvency or reorganization,  involving the Company
or a Material Subsidiary.

         If an Event of Default  with  respect  to the Senior  Subordinated
Notes at the time Outstanding (other than certain Events of Default arising
out of certain events of bankruptcy, insolvency or reorganization involving
the Company or a Material Subsidiary) occurs and is continuing, the Trustee
(after  receiving  indemnities  from the  Holders to its  satisfaction)  by
notice to the  Company,  or the Holders of at least 25 percent in aggregate
principal amount of the Outstanding Senior  Subordinated Notes by notice to
the  Company  and  the  Trustee,   may  declare  all   Outstanding   Senior
Subordinated   Notes  to  be  due  and  payable   immediately.   Upon  such
declaration,  the amounts due and payable on the Senior  Subordinated Notes
as determined in Section 8.02(b) of the Indenture,  will be due and payable
immediately.  If an Event of  Default  arising  out of  certain  events  of
bankruptcy,  insolvency  or  reorganization  involving  the  Company  or  a
Material  Subsidiary  occurs,  such an amount will ipso facto become and be
immediately due and payable without any declaration, notice or other act on
the part of the Trustee  and the  Company or any  Holder.  The Holders of a
majority  in  aggregate   principal   amount  of  the  Outstanding   Senior
Subordinated  Notes by written  notice to the  Trustee  and the Company may
waive such Event of Default,  rescind an acceleration  and its consequences
(except an  acceleration  due to nonpayment of principal or interest on the
Senior  Subordinated  Notes) if the rescission  would not conflict with any
judgment or decree and if all existing Events of Default have been cured or
waived.

         Subject to Sections 8.07 and 13.02 of the  Indenture,  the Holders
of a majority  in  aggregate  principal  amount of the  Outstanding  Senior
Subordinated  Notes by notice to the Trustee may waive an existing  Default
or Event of Default and its  consequences  (including  waivers  obtained in
connection  with a tender offer or exchange  offer for Senior  Subordinated
Notes),  except a continuing  Default or Event of Default in the payment of
the principal of or interest on any Senior Subordinated Note. Upon any such
waiver,  such Default will cease to exist, and any Event of Default arising
therefrom  will be  deemed to have been  cured  for  every  purpose  of the
Indenture,  but no such  waiver  will  extend  to any  subsequent  or other
Default or Event of Default or impair any right consequent thereon.
<PAGE> 141


14.      Trustee Dealings with Company.

         IBJ  Whitehall  Bank  &  Trust  Company,  the  Trustee  under  the
Indenture, in its individual or any other capacity, may become the owner or
pledgee of the Senior  Subordinated  Notes and may otherwise  deal with the
Company or any of its  Affiliates  with the same rights it would have if it
were not Trustee. Any Agent may do the same with like rights.  However, the
Trustee is subject to Sections 9.10 and 9.11 of the Indenture.

15.      No Recourse Against Others.

         A director,  officer or employee of the  Company,  as such,  shall
have no  liability  for any  obligations  of the  Company  under the Senior
Subordinated  Notes or the  Indenture.  Each Holder,  by accepting a Senior
Subordinated Note, waives and releases all such liability.

16.      Authentication.

         This Senior Subordinated Note shall not be valid until the Trustee
signs the  certificate of  authentication  on the other side of this Senior
Subordinated Note.

17.      Abbreviations.

         Customary  abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties),  JT TEN (= joint tenants with right of survivorship and not as
tenants in common),  CUST (=  Custodian),  and U/G/M/A (= Uniform  Gifts to
Minors Act).

         The Company will furnish to any Holder,  upon written  request and
without charge, a copy of the Indenture. Request may be made to:

                                    U.S. Home Corporation
                                    10707 Clay Road
                                    Houston, Texas 77041
                                    Attention: President


<PAGE> 142


                              ASSIGNMENT FORM

       FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
                            and transfer(s) unto

Please insert Social Security or Employer
Identification Number of Assignee

-------------------------------------------------------------------

                              -  -
-------------------------------------------------------------------


--------------------------------------------------------------------------
                 Please Print or Typewrite Name and Address
                   including Postal Zip Code of Assignee

--------------------------------------------------------------------------
the within Senior Subordinated Note and all rights thereunder, hereby
irrevocably constituting and appointing

_________________________________________________________________  attorney
to Transfer said Senior Subordinated Note on the books of the Company, with
full power of substitution in the premises.

Dated: ___________________________    Signature ________________________

NOTICE:    The signature to this  assignment  must correspond with the name
           as it  appears  upon  the  face  of the  within  note  in  every
           particular,  without  alteration  or  enlargement  or any change
           whatever.


<PAGE> 143


                     OPTION OF HOLDER TO ELECT PURCHASE

                  If you  want to elect to have  this  Senior  Subordinated
Note  purchased  by the  Company  pursuant  to Section  6.14 or 6.17 of the
Indenture, check the box below:

                  __        Section 6.14 (Change of Control Offer)

                  __        Section 6.17 (Net Worth Offer)

                  If you  want to  elect to have  only  part of the  Senior
Subordinated Note purchased by the Company pursuant to Section 6.14 or 6.17
of the Indenture,  as applicable,  state the principal  amount you elect to
have  purchased:  $_________.  Note: The amount you elect to have purchased
must be an integral multiple of $1,000.


Date:_______________                Your signature:_______________________
                                        (Sign exactly as your name appears
                                         on the Senior Subordinated Note)

Signature Guarantee:_________________________________