##### 



CERTIFICATE OF DESIGNATION, POWERS, PREFERENCES AND RIGHTS
 OF
 8% SERIES A CONVERTIBLE PAY-IN-KIND PREFERRED STOCK
 OF
 TOUSA, INC.
 
 Corporation DGCL Board of
Directors Certificate of
Incorporation Preferred Stock
  Designation Liquidation Preference Series A PIK Preferred Stock Issue Date
 Ranking Junior Dividend Stock
 1




---



##### 



Junior Liquidation
Stock Junior
Stock Senior Dividend
Stock Senior Liquidation
Stock Senior Stock Parity Dividend Stock Parity Liquidation Stock Parity Stock
 Dividends Annual Dividend Amount plus Election Portion Dividend
Payment Date
  2




---



##### 



3




---



##### 



Mandatory Redemption Mandatory Redemption Date Redemption Payment
 Common Stock Redemption
  4




---



##### 



Accreted Value
 Threshold Amount
 Cash Redemption
  Price Threshold
 Mandatory
Redemption Price
 Optional Refinancing Conversion by the Holders Refinancing Citi Facilities Base Amount Incremental Debt Optional Convert Right Convert Amount
 5




---



##### 



Procedure For Redemption provided however DTC
  6




---



##### 



provided however
  Convertibility
 7




---



##### 



Conversion Date
    8




---



##### 



Anti-Dilution Adjustments
   X
    
    =
    
    Number of shares of Common Stock (i) outstanding immediately prior to
the issuance and (ii) then issuable upon exercise of any of the
Corporations outstanding securities, including, options, warrants,
and shares of Series A Preferred StockYA
    
    =
    
    Conversion Price immediately prior to the announcement of the issuanceZB
    
    =
    
    $ amount of capital raised in new financingYB
    
    =
    
    New financing price per share (which shall be the price to the public
in an underwritten offering)YAB
    
    =
    
    New Conversion Price
 YAB
    
    =
    
    YA ( (X + ZB/YA) / (X + ZB/YB) )
   9




---



##### 



less
      10




---



##### 



Forced Conversion Forced Conversion Notice Forced Conversion Notice Date
 Liquidation Rights
 11




---



##### 



Voting Rights; Amendments
 2 3
    Registration, Transfer and Exchanges
 12




---



##### 



Form Global Shares Legend Global Preferred
Share Agent Members
 13




---



##### 



Transfer Agent and Registrar
 Definitions
 Affiliate
 14




---



##### 



Business Day
 Capital Stock
 Common Stock
 Conversion Price
 Depositary
 Excluded Stock
 Fair Market Value
 Market Price
 15




---



##### 



Officer
 Person
 Registrar
 Registration Rights Agreement
 Sale Price
 Trading Day
 Transfer Agent
 Miscellaneous
   16




---



##### 



17




---



##### 



18




---



##### 



TOUSA, INC.By:

/s/ Stephen M. WagmanName:
    Stephen M. WagmanTitle:
    Chief Financial Officer 19




---



##### 



FORM OF 8% SERIES A CONVERTIBLE PAY-IN-KIND PREFERRED STOCK
 Number:SharesCUSIP NO.:
 [THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK ISSUABLE UPON
CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
ACT), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER.]
 8% SERIES A CONVERTIBLE PAY-IN-KIND PREFERRED STOCK
 (PAR VALUE $.01 PER SHARE)
 (LIQUIDATION PREFERENCE $1,000 PER SHARE)
 OF
 TOUSA, INC.
   1




---



##### 



2




---



##### 



TOUSA, INC.By:Name:Title:




---



##### 



ASSIGNMENT
  
  
 
   
  Date:
 Signature:(Sign exactly as your name appears on the other
side of this Preferred Stock Certificate)
 Signature Guarantee:
    
    1
 
 1
    
    Signature must be guaranteed by an eligible
guarantor institution (i.e., a bank, stockbroker, savings and loan
association or credit union) meeting the requirements of the Registrar, which
requirements include




---



##### 



NOTICE OF CONVERSION
 (To be Executed by the Registered Holder in order to Convert the Preferred Stock)
     Date of Conversion:
  Number of shares of
Convertible PreferredStock to be Converted:
 Signature:
 Name:
 Address:2
 Fax No.:
 
 2
    
    Address where shares of Common Stock and any other
payments or certificates shall be sent by the Corporation.




---



##### 



SCHEDULE OF EXCHANGES FOR GLOBAL SECURITY
  Amount Of Increase
    
    
    Number Of SharesIn The
    
    
    Represented By GlobalNumber Of Shares
    
    
    Preferred ShareRepresented By This
    
    
    Following Such IncreaseDate Of Exchange
    
    Global Preferred Share
    
    
    Or Decrease