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                                                 EXHIBIT 10.6


                           U.S. HOME CORPORATION



                            AMENDED AND RESTATED

                 RETIREMENT PLAN FOR NON-EMPLOYEE DIRECTORS


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                           U.S. HOME CORPORATION

                 RETIREMENT PLAN FOR NON-EMPLOYEE DIRECTORS

                             Table of Contents

                                                                     Page


ARTICLE I                  RECITALS AND PURPOSE                         1

ARTICLE II                 DEFINITIONS                                  1

ARTICLE III                RETIREMENT BENEFITS                          5

ARTICLE IV                 PAYMENT OF BENEFITS UPON DEATH,
                           DISABILITY OR CHANGE IN CONTROL              8

ARTICLE V                  PLAN BENEFITS UNFUNDED                      10

ARTICLE VI                 PLAN ADMINISTRATION                         10

ARTICLE VII                AMENDMENT AND TERMINATION                   11

ARTICLE VIII               MISCELLANEOUS PROVISIONS                    11


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                                 ARTICLE I

                            RECITALS AND PURPOSE

                  This   Amended   and   Restated   Retirement   Plan   for
Non-Employee  Directors  is  effective  as of April 23, 1997 and amends and
restates  the  U.S.  Home  Corporation  Retirement  Plan  for  Non-Employee
Directors as in effect from October 13, 1994 until April 23, 1997.

                  The purpose of the Plan is to provide retirement benefits
to Directors of the Company who meet its eligibility requirements.

                                 ARTICLE II

                                DEFINITIONS

                  2.1       "Base Retainer" means $24,000.

                  2.2       "Board of Directors" means the Board of Directors
of the Company.

                  2.3       "Change of Control" means any of  the following
(i) the sale, lease, conveyance or other disposition of all or substantially
all of the Company's assets as an entirety or substantially  as an entirety
to  any  person  (including  any individual  or entity) or group of persons
(within  the meaning of Section 13(d)(3) of the Securities  Exchange Act of
1934, as amended (the "Exchange Act")) in one or a series of  transactions;
provided that a transaction where the holders  of  all  classes  of  common
equity of the Company immediately prior to such  transaction own,  directly
or indirectly, 50% or more of the aggregate voting power  of all classes of
common equity of such person or group  immediately after  such  transaction
will not be a Change of Control, (ii) the acquisition by the Company and/or
any of its subsidiaries of 50% or more of the aggregate voting power of all
classes of common equity of the Company in one  transaction or a series  of
related transactions, (iii) the liquidation or dissolution of  the Company;
provided that a liquidation or dissolution of the Company which is part of a
transaction  or series of related  transactions  that does not constitute a
Change of Control under the "provided"  clause of clause (i) above will not
constitute  a Change of  Control  hereunder  or (iv) any  transaction  or a
series of  related  transactions  (as a result of a tender  offer,  merger,
consolidation or otherwise) that results in, or that is in connection with,
(a) any  person,  including,  a "group"  (within  the  meaning  of  Section
13(d)(3) of the Exchange Act) acquiring "beneficial  ownership" (as defined
in Rule 13d-3 under the Exchange Act),  directly or  indirectly,  of 50% or
more of the  aggregate  voting power of all classes of common equity of the
Company or of any person that possesses "beneficial  ownership" (as defined
in Rule 13d-3 under the Exchange Act),  directly or  indirectly,  of 50% or
more of the  aggregate  voting power of all classes of common equity of the
Company or (b) less than 50% (measured by the aggregate voting power of all
classes) of the common equity of the Company being registered under Section
12(b) or 12(g) of the Exchange Act.


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                  2.4       "Company" means U.S. Home Corporation, a Delaware
corporation.

                  2.5       "Director" means a member of the Board of
Directors.

                  2.6       "Early Retirement" means retirement from the
Board of Directors prior to age 65.

                  2.7       "Eligible Director" means a Director, who was a 
Director on April 23, 1997 and is not an Employee of the Company, whether or 
not such Director is a Director upon retirement.

                  2.8       "Employee" means a person employed by the Company
or its subsidiaries in any capacity other than as a Director.

                  2.9       "Nominating Committee" means the Nominating
Committee of the Board of Directors.

                  2.10      "Normal Retirement" means retirement from the
Board of Directors at or after age 65.

                  2.11      "Plan"  means this Amended and Restated 
Retirement Plan for Non-Employee Directors.

                  2.12      "Present Value" shall be determined by the
Nominating Committee (whose determination shall be conclusive) using the
discount rate of interest established by the Pension  Benefit  Guaranty
Corporation  as  in  effect  on  the  date  of determination.

                                ARTICLE III
 
                           RETIREMENT BENEFITS

                  3.1        Normal Retirement Benefit. (a) Each Eligible
Director shall be entitled to make a one-time, irrevocable written election
to (i) terminate  participation  in and  surrender  any and all rights to
benefits under the Plan in exchange for the issuance on January  2, 1998 of
the number of shares of common stock,  par value $.01 per share (the "Common
Stock"),  of the  Company  determined  by dividing  the accrued  retirement
benefit of such  Director as of April 23,  1997,  as set forth on the books
and records of the Company,  by $24.625  (the  closing  price of the Common
Stock on the New York Stock  Exchange on April 23,  1997);  provided,  that
such closing  price shall not be less than 95% of the Current  Market Price
(as defined in the Warrant  Agreement for the Company's  Class B Warrants),
or (ii) continue participation in the Plan with accrued retirement benefits
through  April 23,  1997,  but without any  further  accrual of  retirement
benefits  after  April 23,  1997.  Failure to make such  election  prior to
September  1, 1997,  shall be deemed to be an  election  to  continue  Plan
participation.

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                  (b)  For  Eligible  Directors  who elect or are deemed to
elect to continue  participation in the Plan, an Eligible Director's annual
"Normal  Retirement  Benefit"  under  this Plan  shall  equal  100% of such
Eligible Director's Base Retainer payable in equal monthly installments and
continuing  for the  number  of  calendar  months  and days he  served as a
non-Employee  Director  from January 1, 1985 to April 23, 1997  (whether or
not after age 65),  less - in the case of directors  who  received  accrued
retirement  benefits in a lump sum payment upon  termination as of December
31, 1988 of the  Non-Employee  Directors'  Retirement  Plan in effect as of
January 1, 1985 - the number of months  since  January 1, 1985  required to
amortize  such lump sum  payment at the  actual  rate per month of the Base
Retainer in effect from time to time since January 1, 1985.

                  3.2       Early Retirement  Benefit.  An Eligible Director
who elects Early  Retirement may elect to receive an Early Retirement benefit
commencing  at age 55 in an amount equal to his Normal  Retirement  Benefit
minus 5% for each  year  prior to age 65 that  the  Director  elects  early
retirement,  but  not  more  than  a 50%  reduction  in  Normal  Retirement
Benefits.
                  3.3      Optional Lump Sum Payment.  An Eligible Director
may elect to receive a lump sum payment, in lieu of his Normal Retirement
Benefit or Early Retirement  benefit,  payable at the time when his benefit
payments would otherwise commence,  in an amount equal to the Present Value
of the benefit payments to be received.

                  3.4      Payments Rounded to Next Higher Dollar.  Each
monthly payment  which is computed  in  accordance  with this Plan will,
if not in whole dollars, be increased to the next higher whole dollar.

                  3.5      Adjustment of Benefits for Increases in the Cost
of Living.  Upon commencement of periodic benefit payments hereunder,  such
payments  shall be adjusted as of January 1 of each year for  increases  in
the cost of living in the preceding year, as measured by the Consumer Price
Index - U.S. City Average,  as published by the Bureau of Labor  Statistics
of the United States Department of Labor.

                  3.6      Commencement of Payments.  Normal Retirement
Benefit payments hereunder shall commence in the month following the Eligible
Director's retirement or 65th  birthday, whichever is later.  Early Retirement
benefit payments hereunder shall commence in the month following the Eligible 
Director's  Early  Retirement or 55th birthday,  whichever is later.


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                                ARTICLE IV

                      PAYMENT OF BENEFITS UPON DEATH,
                      DISABILITY OR CHANGE IN CONTROL

                  4.1      Survivor Benefits After Payments Begin Under This
Plan.  If a Director  dies while  receiving  periodic  retirement  benefits
hereunder, the Company shall pay to the Director's named beneficiary or the
Director's  estate a lump sum  payment  equal to the  Present  Value of the
remaining  benefit  payments  which the Director would have received had he
lived.
                  4.2      Survivor Benefits Before Payments Begin Under This
Plan. If an Eligible Director dies before payments commence under this Plan
while still a Director or, if an Eligible Director dies after he has ceased
to be a Director but before benefit  payments  commence,  the Company shall
pay to the Director's named  beneficiary or the Director's estate an amount
equal to the Present Value of the benefit  payment which the Director would
otherwise  have  received,  calculated  as if such Director had retired the
month preceding his death.

                  4.3      Disability.  If an Eligible Director while still
a Director) becomes permanently  and total disabled  (within the meaning of
Section  22(e)(3) of the  Internal  Revenue  Code of 1986,  as amended) and
resigns  from the  Board of  Directors  prior to  commencement  of  benefit
payments hereunder, payment of the Normal Retirement Benefit (calculated as
if such Director had retired the month  preceding his  disability) in equal
monthly installments shall commence the month following such disability and
resignation. In lieu thereof, such Director may elect to receive a lump sum
payment equal to the Present Value of the Normal  Retirement  Benefit to be
received.
                  4.4      Payment of Benefits Upon Change in Control.  If a
Change of Control occurs,  not later than the 90th day after such Change of
Control,  each (i) Director who is not an Employee shall receive a lump sum
payment equal to the Present  Value of such  Director's  Normal  Retirement
Benefit,  calculated  as if such  Director had retired the month  preceding
such Change of Control,  and (ii) non-Employee  Director who has retired or
has become disabled and is receiving  retirement benefit payments hereunder
shall  receive  a lump  sum  payment  equal  to the  Present  Value  of the
remaining  benefit  payments  as of the  month  preceding  such  Change  of
Control.

                                ARTICLE V.

                           PLAN BENEFITS UNFUNDED
                  Benefits  under this Plan shall not be funded in advance,
but shall be paid by the  Company as and when they  become due as  provided
herein.  No  retirement  benefit  payable  hereunder  shall  be  considered
segregated  funds  and all such  amounts  shall at all  times  prior to the
payment of same be the property of the Company and available to satisfy the
claims of the general  creditors  of the Company.  Directors'  interests in
benefits under this Plan shall only be those of unsecured  creditors of the
Company.



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                                ARTICLE VI.
 
                           PLAN ADMINISTRATION

                  The   general   administration   of  this  Plan  and  the
responsibility  for carrying out the  provisions  hereof shall be vested in
the Nominating Committee. The Nominating Committee may adopt such rules and
regulations as it may deem necessary for the proper  administration of this
Plan,  and its  decision  in all  matters  shall be final,  conclusive  and
binding. No Director and no employee of the Company shall be liable for any
action or  omission  hereunder,  except  in  circumstances  involving  such
Director's or employee's bad faith or willful misconduct.

                                ARTICLE VII
 
                        AMENDMENT AND TERMINATION

                  The Board of Directors reserves in its sole and exclusive
discretion  the right at any time and from time to time to amend  this Plan
in any respect or terminate this Plan without  restriction  and without the
consent  of  any  Director,   provided,   however,  that  no  amendment  or
termination  of this Plan shall impair the right of any Director to receive
benefits accrued hereunder prior to such amendment or termination.

                                ARTICLE VIII

                          MISCELLANEOUS PROVISIONS

                  8.1      This Plan does not in any way obligate the Company
to continue to nominate or retain a Director on the Board of Directors,  nor
does this Plan limit the right of the  Company to  terminate  a  Director's
service on the Board of Directors.  Termination of a Director's  service on
the Board of  Directors  for any reason,  whether by action of the Company,
its stockholders or the Director,  shall immediately  terminate any further
obligation of the Company, except as set forth herein.

                  8.2      Non-Alienation of Benefits.  Other than Common 
Stock, no retirement benefit payable hereunder may be assigned, pledged,
mortgaged or hypothecated and, to the extent permitted by law, no such
retirement benefit shall be subject to legal process or attachment for the
payment of any claims against any person entitled to receive the same.

                  8.3      Payment to  Incompetents.  If a Director entitled
to receive  any retirement benefits hereunder  is deemed by the  Nominating
Committee or is adjudged by a court of competent jurisdiction to be legally
incapable  of  giving  valid  receipt  and  discharge  for such  retirement
benefit,  such  payments  shall be paid to such  person or  persons  as the
Nominating  Committee shall designate or to the duly appointed  guardian of
such  Director.  Such  payments  shall,  to the  extent  made,  be deemed a
complete discharge for such payments under this Plan.

                  8.4      Withholding.  Payments made by the Company under 
this Plan to any Director shall be subject to withholding as shall,  at the 
time for such payment, be required under any income tax or other law.

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                  8.5      Expenses.  All expenses and costs in connection
with the operation of this Plan and the expenses and costs of any Director
in enforcing his rights hereunder shall be borne by the Company.

                  8.6      Governing  Law.  The provisions of this Plan will
be construed according to the laws of the State of Delaware.

                  8.7      Gender and Number.  The masculine pronoun wherever
used  herein  shall  include  the  feminine  gender  and the  feminine  the
masculine,  and the singular number as used herein shall include the plural
and the plural  the  singular,  unless  the  context  clearly  indicates  a
different meaning.

                  8.8      Titles  and  Headings.  The titles to  articles
and headings of sections of this Plan are for convenience of reference only,
and in case of any conflict,  the text of the Plan, rather than such titles
and headings, shall control.