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                                                        EXHIBIT 10.1


                          U.S. HOME CORPORATION

                        SECOND AMENDED AND RESTATED
                        EMPLOYEE STOCK PAYMENT PLAN


                  1.       Purpose.

                  The purpose of the U.S. Home  Corporation  Second Amended
and Restated  Employee  Stock  Payment Plan (the "Plan") is to increase the
ownership  stake  of  key  employees  of  U.S.  Home  Corporation  and  its
subsidiaries  or divisions  (the  "Company") by paying a percentage of such
employees'  annual  incentive  compensation  in shares of Stock (as defined
herein) in lieu of cash.

                  2.       Administration.

                  (a) The board of directors  of the Company (the  "Board")
will (i) administer the Plan, (ii) establish,  subject to the provisions of
the Plan,  such rules and  regulations as it may deem  appropriate  for the
proper administration of the Plan and (iii) make such determinations under,
and such  interpretations  of, and take such steps in connection  with, the
Plan or the Stock issued thereunder as it may deem necessary or advisable.

                  (b) The Board may from time to time  appoint a  Committee
(the  "Committee"),  which shall  initially be the  Compensation  and Stock
Option  Committee  of the Board,  which will be comprised of at least three
members,  all of whom are non-employee  directors (as defined herein),  and
may delegate to the Committee  full power and authority to take any and all
action  required  or  permitted  to be taken by the  Board  under the Plan,
whether or not the power and the authority of the Committee is  hereinafter
fully set forth. The members of the Committee may be appointed from time to
time by the Board and serve at the pleasure of the Board.  The Board or the
Committee,   as  applicable,   will  hereinafter  be  referred  to  as  the
"Administrator."

                  (c) For the purposes of this  Section 2, a  "non-employee
director" is a director  who, on a given date, is a  non-employee  director
within the meaning of Rule 16b-3 promulgated under the Securities  Exchange
Act of 1934, as amended (the "Exchange Act").

                  3.       Stock.

                  The stock (the "Stock")  which is the subject of the Plan
will be the  shares  of  common  stock of the  Company,  $.01 par value per
share,  whether authorized and unissued or treasury stock. The total number
of shares of Stock which may be issued  under the Plan will not exceed,  in
the  aggregate,  250,000,  subject to  adjustment  in  accordance  with the
provisions of Section 7 hereof.

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                  4.       Award of Stock.

                  (a) All  employees  of the  Company,  including,  but not
limited to,  corporate  officers,  presidents  of  operations  and division
presidents (each an "Employee" and collectively, "Employees"), are eligible
to receive Stock in accordance with the terms hereof.

                  (b) Up to 25%, which amount may be subject to change from
time to time by the  Administrator,  of the annual  incentive  compensation
(i.e.,  all amounts other than Base Salary (as defined  herein)) payable to
an Employee pursuant to any incentive  compensation  plans or the incentive
compensation  provisions of any employment or compensation agreement may be
payable in shares of Stock under the Plan.

                  (c) (i) Up to 50%,  which amount may be subject to change
from  time to time by the  Administrator,  of the  annual  amount  of Stock
awarded to an  Employee  pursuant  to Section  4(b) hereof may, at the sole
discretion  of the  Administrator,  vest not later than two years after the
end of the incentive  compensation  year  applicable to such award of Stock
and, unless otherwise  specified by the  Administrator,  shall not vest and
will expire in the event the  Employee is not employed by the Company on or
prior to the date on which the Stock  vests  with the  Employee  due to (A)
voluntary termination by the Employee or (B) termination by the Company for
Cause (as defined herein).  Notwithstanding the foregoing, Stock awarded to
an  Employee  which  remains  subject to a vesting  period  hereunder  will
immediately  vest upon the retirement of such Employee after  attaining the
age of 65.

                      (ii) For purposes of the Plan, a voluntary termination
by an Employee will not be deemed to occur in the event such Employee is
Constructively Terminated (as defined herein).

                     (iii) In the event an Employee dies while in the
employ of the Company, all Stock awarded to such Employee which remains
subject  to a  vesting  period hereunder will immediately vest and be
delivered to such Employee's  estate as soon as practicable after such
Employee's death.

                      (iv) For purposes of the Plan:

                           (A) "Cause"  shall   mean  (1)  an  Employee's
continuing willful failure to perform his  duties  with  respect  to  the
Company  (other  than as a result of total  or partial incapacity due  to
physical or mental illness), (2) gross  negligence or malfeasance  by  an
Employee in the performance of his duties  with  respect  to the Company,
(3) an act or acts on an Employee's part  constituting a felony under the
laws of the  United  States or any  state   thereof which results  or was
intended to result directly or indirectly in gain or personal enrichment by
such Employee at the expense of the Company or (4) any other circumstances
set forth in an employment agreement between the Company and such Employee
which would constitute grounds for the Company to terminate the employment
of  such  Employee  for  cause  (as  defined  in the applicable employment
agreement).


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                           (B) "Constructively Terminated" shall mean (1) a
reduction in an amount equal to or greater than 15 percent of an Employee's
Base Salary (as  defined herein), (2) a material reduction in an Employee's
job function,  duties or responsibilities  or (3) a required  relocation oF
an Employee of more than 50 miles from such Employee's current job location;
provided, however, that the employment with the Company or its divisions or
subsidiaries  of  a  President  of  Operations  will  not  be  deemed to be
Constructively   Terminated in  the event he or she is  required  to  be  a
Division  Chairman or Division President  with the Company or its divisions
or subsidiaries  and  has job  functions,  duties  or responsibilities of a
Division Chairman or Division President  and/or is  required to relocate in
connection with such change  in  position;  provided,   further,  that  the
employment with the  Company or its divisions or subsidiaries of a Division
Chairman or  Division  President will not  be deemed  to be  Constructively
Terminated in  the  event he or she is required  to be a Division  Chairman
or  Division  President  of a division  other than the  division  he or she
is currently employed by and has job functions,  duties or responsibilities
of a Division Chairman or Division President and/or is required to relocate
in  connection  with  such  change in position; provided, further, that the
employment  of  an  Employee will not be deemed  Constructively  Terminated
unless  such  Employee  actually terminates his or her employment  with the
Company within 60 days after the occurrence of an event specified in clause
(1), (2) or (3) above.

                           (C) "Base  Salary" shall mean an amount equal to
an Employee's maximum annual base salary   in   effect  at any  time  after
the  effective  date of the  Plan, excluding  any   incentive  compensation
or  bonus  payable  or  paid to an Employee.

                           (D)  "Change of  Control"  shall mean any of the
following: (i) a report on Schedule 13D is filed  with the  Securities  and
Exchange   Commission  pursuant  to  Section  13(d)  of  the  Exchange Act,
disclosing  that any person or group of persons   (within  the  meaning  of
Section 13(d) of the Exchange  Act),  other than the Company (or one of its
subsidiaries) or any employee benefit plan sponsored by the Company (or one
of its subsidiaries),  is the beneficial owner (as such term  is defined in
Rule  13d-3  under  the  Exchange  Act), directly or  indirectly,  of fifty
percent (50%) or more  of the combined voting power of the then outstanding
equity of the Company (as  determined  under   paragraph  (d) of Rule 13d-3
under the Exchange  Act, in the case of rights to  acquire the Stock,  (ii)
any  transaction  or  a series of related  transactions  (as a result  of a
tender  offer,  merger,  consolidation  or  otherwise  whether  or  not the
Company is the continuing or surviving entity) that   results  in, or  that
is  in  connection  with,  any  person  or  group of  persons  (within  the
meaning  of  Section 13(d)  of  the Exchange  Act),  other than the Company
(or one of its  subsidiaries) or  any  employee  benefit  plan sponsored by
the Company (or one of its subsidiaries),  acquiring  beneficial  ownership
(as such term is defined in Rule 13d-3 under  the  Exchange  Act), directly
or  indirectly,  of fifty  percent  (50%) or more  of the   combined voting
power of the then  outstanding  equity of the Company (as  determined under
paragraph  (d) of Rule 13d-3 under the Exchange  Act, in the case of rights
to acquire  the Stock) or of any  person or group  of  persons  (within the

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meaning of Section 13(d) of  the  Exchange  Act) that  possesses beneficial
ownership  (as such term is defined in Rule 13d-3 under the Exchange  Act),
directly or  indirectly,  of fifty  percent  (50%) or more of the  combined
voting power of the then outstanding equity of the Company; (iii) the sale,
lease, exchange or other transfer of all or substantially all of the assets
of the  Company to any person or group of persons  (within  the  meaning of
Section  13(d) of the  Exchange  Act) in one  transaction  or a  series  of
related transactions; provided, that a transaction where the holders of all
classes of the then outstanding equity of the Company  immediately prior to
such transaction own,  directly or indirectly,  fifty percent (50%) or more
of the  aggregate  voting  power of all classes of equity of such person or
group  immediately  after such  transaction will not be a Change of Control
under  this  clause  (iii);  (iv) the  liquidation  or  dissolution  of the
Company;  provided,  that a liquidation or dissolution of the Company which
is part of a transaction  or series of related  transactions  that does not
constitute a Change of Control under the "provided"  clause of clause (iii)
above will not  constitute a Change of Control  under this clause (iv);  or
(v) a change in a majority of the members of the Board of  Directors of the
Company  within a 12-month  period,  unless the election or nomination  for
election by the  Company's  stockholders  of each new director  during such
12-month  period was approved by the vote of  two-thirds  of the  directors
then still in office who were  directors at the  beginning of such 12-month
period.


                  (d) (i) All Stock awarded to Employees  hereunder but not
subject to vesting  pursuant to Section  4(c) hereof  shall be delivered to
such Employees  within 30 days after the  determination of the price of the
Stock pursuant to Section 5 hereof.

                     (ii) Subject to Section 4(c) hereof, all Stock awarded
to Employees hereunder which is  subject  to a  vesting   period  hereunder
shall be  delivered  to such Employees within 31 days  after the expiration
of such vesting period.

                  (e) In the  event  of a Change  in  Control  (as  defined
herein),  all Stock  awarded  to an  Employee  which  remains  subject to a
vesting  period  hereunder will  immediately  vest and be delivered to such
Employee as soon as practicable.

                  5.   Price and Valuation.

                  (a)  The   Stock   will  be  issued   to   Employees   in
consideration  of services  rendered to the  Company by such  Employees  as
reflected in any incentive compensation plans or the incentive compensation
provisions of any employment or compensation agreement.

                  (b) For purposes of  determining  the number of shares of
Stock to be issued to an Employee  hereunder in lieu of cash  compensation,
the  Administrator  shall divide the amount of cash that would otherwise be
distributed  to  such  Employee  by  the  following  as  determined  by the
Administrator:


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                           (i) with respect to the  incentive  compensation
         plans of the Company or  incentive  agreements  which are based on
         the financial  results of the Company's  fiscal year,  the average
         closing  price of the Stock on the New York  Stock  Exchange  (the
         "NYSE") for the 10 consecutive trading days immediately  following
         the date on which the Company releases such financial  results for
         such fiscal year;

                           (ii)  with   respect  to  any  other   incentive
         compensation  plans of the Company or  incentive  agreements,  the
         average  closing  price of the  Stock on the NYSE for the later to
         occur of the (A) last 10  trading  days of the  month  immediately
         following  the  conclusion  of  the  specified   period  for  such
         incentive compensation program and (B) 10 consecutive trading days
         immediately  following the date on which the Company  releases its
         financial results for its most recent fiscal year; or

                           (iii) the closing price of the Stock on the NYSE
         on the last trading day of the most recent fiscal year.

                  (c) The closing price of the Stock,  as of any particular
day,  will be as reported in The Wall Street  Journal;  provided,  however,
that if the Stock is not  listed  on the NYSE on any  applicable  day,  the
closing  price for such day will be not less than the fair market  value of
the Stock on such day, as  determined  by the  Administrator  based on such
empirical evidence as it deems to be necessary under the circumstances.

                  6.       Term and Effective Date.

                  The Plan will become  effective  upon (i) approval by the
Board,  and (ii) solely with respect to Employees  subject to Section 16 of
the Exchange  Act,  approval by the  affirmative  vote of a majority of the
shares of voting capital stock of the Company  present or  represented  and
entitled to vote at the 1994 annual meeting of the Company's  stockholders.
When so  approved,  the Plan  shall be  deemed to have been in effect as of
January 1, 1994 and shall terminate on December 31, 2008.


                  7.       Stock Adjustments.

                  (a) The total amount of Stock reserved and issuable under
the  Plan  and  Stock  awarded  but not yet  vested  will be  appropriately
adjusted for any increase or decrease in the number of  outstanding  shares
of Stock  resulting  from  payment  of a stock  dividend  on the  Stock,  a
subdivision or combination of the Stock, a  reclassification  of the Stock,
or a  consolidation  or a merger in which the Company will be the surviving
corporation.

                  (b) After any merger of one or more corporations into the
Company in which the  Company  will not be the  surviving  corporation,  or
after any consolidation of the Company and one or more other  corporations,
each  Employee  who is  entitled  to Stock  hereunder  will be  entitled to
receive, in lieu of the number of shares of Stock as to which such Employee

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was previously  entitled,  the number and class of shares of stock or other
securities or other  consideration  to which such Employee  would have been
entitled  pursuant to the terms of the  applicable  agreement  of merger or
consolidation if at the time of such merger or consolidation  such Employee
had been a holder of  record  of a number  of shares of Stock  equal to the
number of shares  for which  such  Employee  was then  entitled  to receive
subject to vesting.  Comparable  rights will accrue to each Employee in the
event of successive  mergers or consolidations  of the character  described
above.

                  (c) The  adjustments  described in this Section 7 and the
manner of application of the foregoing provisions will be determined by the
Administrator in its sole  discretion.  Any such adjustment may provide for
the elimination of fractional shares.

                  8.       Transferability.

                  An  Employee  who  acquires  Stock  hereunder  will  only
transfer  such  Stock in  compliance  with  applicable  federal  and  state
securities laws.  Employees who are affiliates of the Company may generally
dispose of their shares in accordance with Rule 144  promulgated  under the
Securities  Act of 1933,  as amended.  Employees may not transfer or assign
any interest in any Stock awarded hereunder until such Stock is vested with
such Employee other than by will or the laws of descent and distribution.

                  9. Rights as a Stockholder.

                  Any Employee  entitled to receive  Stock  hereunder  will
have no rights as a  stockholder  with  respect to any share of Stock until
such  Employee  has become the holder of record of such share of Stock upon
vesting,  and,  except for stock dividends as provided in Section 7 hereof,
no  adjustment  will be made  for  dividends  (ordinary  or  extraordinary,
whether in cash,  securities or other property) or  distributions  or other
rights in respect  of such Stock for which the record  date is prior to the
date on which such Employee will become the holder of record thereof.

                  10.      Investment Purpose.

                  At the time of issuance of any Stock, the Company may, if
it will deem it necessary or desirable for any reason,  require an Employee
to  represent  in writing to the Company  that it is such  Employee's  then
intention to acquire the Stock for investment  purposes and not with a view
to the distribution thereof.

                  11.      Right to Terminate Employment.

                  Nothing  contained  herein will restrict the right of the
Company to terminate the employment of any Employee at any time.

                  12.      Finality of Determinations.

                  Each determination,  interpretation, or other action made
or taken pursuant to the provisions of the Plan by the  Administrator  will
be final and be binding and conclusive for all purposes.


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                  13.      Subsidiary and Parent Corporations.

                  Unless the context requires  otherwise,  references under
the  Plan  to  the  Company  will  be  deemed  to  include  any  subsidiary
corporations  and parent  corporations  of the Company,  as those terms are
defined in Section 425 of the Internal Revenue Code, as amended.

                  14.      Governing Law.

                  The Plan  will be  governed  by the laws of the  State of
Delaware.

                  15.  Amendment and Termination.

                  The  Administrator  may at any time  terminate,  amend or
modify the Plan in any respect it deems suitable;  provided, however, that,
solely with respect to persons  subject to Section 16 of the Exchange  Act,
no  such  action  of  the  Administrator,   without  the  approval  of  the
stockholders  of the  Company,  may (i)  materially  increase  the benefits
accruing  to  employees  eligible  to receive  Stock  under the Plan,  (ii)
materially  increase the total  amount of Stock which may be awarded  under
the Plan or (iii) materially  modify the requirements for  participation in
the Plan; provided, further, that no amendment, modification or termination
of the Plan may in any manner affect (A) any Stock (whether  vested or not)
theretofore  awarded  under the Plan without the consent of the Employee to
whom  Stock  has  been  awarded  or (B)  modify  the  award of Stock to the
Employee designated by the Administrator.

                  16.  Override.

                  (a) With respect to persons  subject to Section 16 of the
Exchange Act,  transactions  under the Plan are intended to comply with all
applicable  conditions of Rule 16b-3 or its  successors  under the Exchange
Act. To the extent any provision of the Plan or action by the Administrator
fails to so  comply,  it shall be  deemed  null  and  void,  to the  extent
permitted by law and deemed advisable by the Administrator.

                  (b) All  transactions  pursuant  to  terms  of the  Plan,
including,  without limitation,  awards and vesting of Stock, shall only be
effective at such time as counsel to the Company shall have determined that
such  transaction  will not violate  federal or state  securities  or other
laws.  The   Administrator   may,  in  its  sole   discretion,   defer  the
effectiveness  of  such  transaction  to  pursue  whatever  actions  may be
required to ensure  compliance  with such  federal or state  securities  or
other laws.