Lennar Corp/New – ‘10-Q’ for 8/31/02 – EX-10

On:  Tuesday, 10/15/02, at 3:37pm ET   ·   For:  8/31/02   ·   Accession #:  1021408-2-12550   ·   File #:  1-11749

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Quarterly Report   —   Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        For the Period Ended 8-31-02                          27    131K 
 2: EX-10       Nonqualified Deferred Compensation Plan               14     64K 
 3: EX-99       Certificate                                            1      6K 

EX-10   —   Nonqualified Deferred Compensation Plan

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                                                                      Exhibit 10

 ARTICLE I

PURPOSE AND EFFECTIVE DATE

The purpose of the Lennar Corporation Nonqualified Deferred Compensation Plan   
("Plan") is to aid Lennar Corporation and its subsidiaries in retaining and     
attracting executive employees by providing them with tax deferred savings      
opportunities. The Plan provides a select group of management and highly        
compensated employees within the meaning of Sections 201(2), 301(a)(3) and      
401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended    
(ERISA), of Lennar Corporation with the opportunity to elect to defer receipt of
specified portions of compensation, and to have these deferred amounts treated  
as if invested in specified hypothetical investment benchmarks. The Plan shall  
be effective as of June 21, 2002.                                               

ARTICLE II

 DEFINITIONS

For the purposes of this Plan, the following words and phrases shall have the   
meanings indicated, unless the context clearly indicates otherwise:             

Section 2.01  Administrative Committee. "Administrative Committee" means the    
committee appointed by the Compensation Committee of the Board.                 

Section 2.02  Base Salary. "Base Salary" means the rate of cash compensation and
other cash allowances paid by the Company to or for the benefit of a Participant
for services rendered or labor performed while a Participant, including pay a   
Participant could have received in cash in lieu of (A) deferrals pursuant to    
Section 4.02 and (B) contributions made on his behalf to any qualified plan     
maintained by the Company or to any cafeteria plan under Section 125 of the     
Internal Revenue Code maintained by the Company.                                

Section 2.03  Base Salary Deferral. "Base Salary Deferral" means the amount of a
Participant's Base Salary which the Participant elects to have withheld on a    
pre-tax basis from his Base Salary and credited to his Deferral Account pursuant
to Section 4.02.                                                                

Section 2.04  Beneficiary. "Beneficiary" means the person, persons or entity    
designated by the Participant to receive any benefits payable under the Plan    
pursuant to Article IX.                                                         

Section 2.05  Board. "Board" means the Board of Directors of Lennar Corporation.

Section 2.06  Bonus. "Bonus" means the annual cash bonus paid by the Company.   

Section 2.07  Bonus Deferral. "Bonus Deferral" means the amount of a            
Participant's annual cash bonus which the Participant elects to have withheld on
a pre-tax basis from his Bonus and credited to his Deferral Account pursuant to 
Section 4.02.                                                                   

Section 2.08  Change in Control. For purposes of this Plan, a "Change in        
Control" shall be deemed to have occurred as of the first day any one or more of
the following conditions shall have been satisfied:                             

(A)    any person or group (within the meaning of Section 13(d)(3) or 14(d)(2)  
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"))        
acquires beneficial ownership (within the meaning of Rule 13d-3 under the       
Exchange Act) of 25% or more of either (i) the then outstanding shares of common
stock of Lennar Corporation or (ii) the combined voting power of the then       
outstanding voting securities of Lennar Corporation entitled to vote generally  
in the election of directors, provided that the                                 

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following acquisitions shall not constitute a Change in Control: (i) any        
acquisition directly from Lennar Corporation (excluding any acquisition by      
virtue of the exercise of a conversion privilege), (ii) any acquisition by      
Lennar Corporation; (iii) any acquisition by any employee benefit plan (or      
related trust) sponsored or maintained by Lennar Corporation, or any corporation
controlled by Lennar Corporation, or (iv) any acquisition by any corporation    
pursuant to a reorganization, merger or consolidation, if following such        
reorganization, merger or consolidation the conditions described in clause (iii)
of paragraph (c) below are met;                                                 

(B)    individuals who, as of June 21, 2002, constitute the Board (the          
"Incumbent Board") cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a director subsequent to 
June 21, 2002, whose election, or nomination for election by Lennar             
Corporation's shareholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this        
purpose, any such individual whose initial assumption of office occurs as a     
result of an actual or threatened election contest with respect to the election 
or removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a person other than the Board; or                   

(C)    the stockholders of Lennar Corporation approve: (i) a plan of complete   
liquidation of Lennar Corporation; or (ii) an agreement for the sale or         
disposition of all or substantially all of Lennar Corporation's assets; or (iii)
a merger, consolidation, or reorganization of Lennar Corporation with or        
involving any other corporation, limited liability entity or similar person,    
other than a merger, consolidation, or reorganization that would result in the  
voting securities of Lennar Corporation outstanding immediately prior thereto   
continuing to represent (either by remaining outstanding or by being converted  
into voting securities of the surviving entity) at least seventy-five percent   
(75%) of the combined voting power of the voting securities of Lennar           
Corporation (or such surviving entity) outstanding immediately after such       
merger, consolidation, or reorganization.                                       

Section 2.09  Code. "Code" shall mean the Internal Revenue Code of 1986, as     
amended. References to any provision of the Code or regulation (including a     
proposed regulation) thereunder shall include any successor provisions or       
regulations.                                                                    

Section 2.10  Common Stock. "Common Stock" means the common stock of Lennar     
Corporation                                                                     

Section 2.11  Company. "Company" means Lennar Corporation, its successors or    
affiliated organizations authorized by the Board or the Compensation Committee  
to participate in the Plan and any organization into which or with which Lennar 
Corporation may merge or consolidate or to which all or substantially all of its
assets may be transferred.                                                      

Section 2.12  Compensation Committee. "Compensation Committee" means the        
compensation committee of the Board.                                            

Section 2.13  Consideration Shares. "Consideration Shares" means shares of      
Common Stock owned by a Participant for six months or longer.                   

Section 2.14  Deferral Account. "Deferral Account" means the account maintained 
on the books of the Administrative Committee for zeach Participant pursuant to  
Article VII.                                                                    

Section 2.15  Deferral Period. "Deferral Period" is defined in Section 4.02.    

Section 2.16  Deferred Amount. "Deferred Amount" is defined in Section 4.02.    

Section 2.17  Designee. "Designee" shall mean the Company's senior human        
resources officers, or other individuals to whom the Compensation Committee has 
delegated the authority to take action under the Plan. Wherever Compensation    
Committee is referenced in the Plan, it shall be deemed to also refer to        
Designee to the extent such Designee has been delegated such authority or       
responsibility.                                                                 

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Section 2.18  Disability. "Disability" means eligibility for disability benefits
under the terms of the Company's Long-Term Disability Plan.                     

Section 2.19  Eligible Compensation. "Eligible Compensation" means any Base     
Salary, Bonus, Incentive Compensation, Restricted Stock and/or Gain Shares      
otherwise payable with respect to a Plan Year that the Administrative Committee 
deems eligible for deferral under the Plan.                                     

Section 2.20  ERISA. "ERISA" means the Employee Retirement Income Security Act  
of 1974, as amended.                                                            

Section 2.21  Form of Payment. "Form of Payment" means payment in one lump sum  
or in substantially equal annual installments of up to 15 years.                

Section 2.22  Gain Share Account. "Gain Share Account" means the account        
maintained on the books by the Administrative Committee for the Participant of  
the number of Phantom Share Units related to Gain Shares, adjusted for          
hypothetical gains, earnings, dividends, losses, distributions, withdrawals and 
other similar activities.                                                       

Section 2.23  Gain Shares. "Gain Shares" means the shares of Common Stock so    
determined under Section 5.05 as resulting from the exercise of any Option      
pursuant to Article V.                                                          

Section 2.24  Hardship Withdrawal. "Hardship Withdrawal" means the early payment
of all or part of the balance in a Deferral Account(s) in the event of an       
Unforeseeable Emergency.                                                        

Section 2.25  Hypothetical Investment Benchmark. "Hypothetical Investment       
Benchmark" shall mean the phantom investment benchmarks that are used to measure
the return credited to a Participant's Deferral Account.                        

Section 2.26  Incentive Compensation. "Incentive Compensation" means the amount 
awarded to a Participant for a Plan Year under any incentive plan maintained by 
the Company other than the annual bonus plan and any commission plan or scheme, 
determined to be eligible for deferral by the Administrative Committee.         

Section 2.27  Incentive Compensation Deferral. "Incentive Compensation Deferral"
means the amount of a Participant's Incentive Compensation which the Participant
elects to have withheld on a pre-tax basis from his Incentive Compensation and  
credited to his account pursuant to Section 4.02.                               

Section 2.28  Option. "Option" means a nonqualified stock option to purchase    
shares of Common Stock.                                                         

Section 2.29  Participant. "Participant" means any individual who is eligible or
makes an election to participate in this Plan and who elects to participate by  
filing a Participation Agreement or a Restricted Stock Deferral Agreement as    
provided in Article IV or a Stock Option Gain Deferral Agreement as provided in 
Article V.                                                                      

Section 2.30  Participation Agreement. "Participation Agreement" means an       
agreement filed by a Participant in accordance with Article IV.                 

Section 2.31  Phantom Share Units. "Phantom Share Units" means units of deemed  
investment in shares of Lennar Corporation Common Stock so determined under     
Sections 5.06 & 8.02 (B).                                                       

Section 2.32  Plan Year. "Plan Year" means a twelve-month period beginning      
January 1 and ending the following December 31. For the first Plan Year this    
means the period beginning June 21, 2002, and ending December 31, 2002.         

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Section 2.33  Restricted Stock. "Restricted Stock" means the shares of Common   
Stock so determined under Section 8.02(B)(i).                                   

Section 2.34  Restricted Stock Account. "Restricted Stock Account" means the    
account maintained on the books by the Administrative Committee for the         
Participant of the number of Phantom Share Units related to Restricted Stock    
Shares, adjusted for hypothetical gains, earnings, dividends, losses,           
distributions, withdrawals and other similar activities.                        

Section 2.35  Restricted Stock Deferral Agreement. "Restricted Stock Deferral   
Agreement" means an agreement filed by a Participant in accordance with Article 
VI to defer receipt of Restricted Stock upon vesting under any restricted stock 
plan determined by the Administrative Committee to be eligible for deferral     
under this Plan.                                                                

Section 2.36  Retirement. "Retirement" means retirement of a Participant from   
the Company after attaining age 65 or age 50 with at least ten years of service 
(in accordance with the method of determining years of service adopted by the   
Company).                                                                       

Section 2.37  Stock Option Gain Deferral Agreement. "Stock Option Gain Deferral 
Agreement" means an agreement filed by a Participant in accordance with Article 
V to defer receipt of Gain Shares from the exercise of an Option.               

Section 2.38  Termination of Employment. "Termination of Employment" means the  
cessation of a Participant's services as a full-time employee of the Company for
any reason other than Retirement.                                               

Section 2.39  Unforeseeable Emergency. "Unforeseeable Emergency" means severe   
financial hardship to the Participant resulting from a sudden and unexpected    
illness or accident of the Participant or a dependent of the Participant, loss  
of the Participant's property due to casualty, or other similar extraordinary   
and unforeseeable circumstances arising as a result of events beyond the control
of the Participant.                                                             

Section 2.40  Valuation Date. "Valuation Date" means the last day of each       
calendar month or such other date as the Administrative Committee in its sole   
discretion may determine.                                                       

 ARTICLE III

ADMINISTRATION

Section 3.01  Compensation Committee and Administrative Committee Duties. This  
Plan shall be administered by the Compensation Committee. A majority of the     
members of the Compensation Committee shall constitute a quorum for the         
transaction of business. All resolutions or other action taken by the           
Compensation Committee shall be by a vote of a majority of its members present  
at any meeting or, without a meeting, by an instrument in writing signed by all 
its members. Members of the Compensation Committee may participate in a meeting 
of such committee by means of a conference telephone or similar communications  
equipment that enables all persons participating in the meeting to hear each    
other, and such participation in a meeting shall constitute presence in person  
at the meeting and waiver of notice of such meeting. The Compensation Committee 
shall be responsible for the administration of this Plan and shall have all     
powers necessary to administer this Plan, including discretionary authority to  
determine eligibility for benefits and to decide claims under the terms of this 
Plan, except to the extent that any such powers are vested in any other person  
administering this Plan by the Compensation Committee. The Compensation         
Committee may from time to time establish rules for the administration of this  
Plan, and it shall have the exclusive right to interpret this Plan and to decide
any matters arising in connection with the administration and operation of this 
Plan. All rules, interpretations and decisions of the Compensation Committee    
shall be conclusive and binding on the Company, Participants and Beneficiaries. 

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The Compensation Committee has delegated to the Administrative Committee        
responsibility for performing certain administrative and ministerial functions  
under this Plan. The Administrative Committee shall be responsible for          
determining in the first instance issues related to eligibility, Hypothetical   
Investment Benchmarks, distribution of Deferred Amounts, determination of       
account balances, crediting of hypothetical earnings and debiting of            
hypothetical losses and of distributions, in-service withdrawals, deferral      
elections and any other duties concerning the day-to-day operation of this Plan.
The Compensation Committee shall have discretion to delegate to the             
Administrative Committee such additional duties as it may determine. The        
Administrative Committee may designate one of its members as a chairperson and  
may retain and supervise outside providers, third party administrators, record  
keepers and professionals (including in-house professionals) to perform any or  
all of the duties delegated to it hereunder.                                    

Neither the Compensation Committee nor a member of the Board nor any member of  
the Administrative Committee shall be liable for any act or action hereunder,   
whether of omission or commission, by any other member or employee or by any    
agent to whom duties in connection with the administration of this Plan have    
been delegated or for anything done or omitted to be done in connection with    
this Plan. The Compensation Committee and the Administrative Committee shall    
keep records of all of their respective proceedings and the Administrative      
Committee shall keep records of all payments made to Participants or            
Beneficiaries and payments made for expenses or otherwise.                      

The Company shall, to the fullest extent permitted by law, indemnify each       
director, officer or employee of the Company (including the heirs, executors,   
administrators and other personal representatives of such person), each member  
of the Compensation Committee and Administrative Committee against expenses     
(including attorneys' fees), judgments, fines, amounts paid in settlement,      
actually and reasonably incurred by such person in connection with any          
threatened, pending or actual suit, action or proceeding (whether civil,        
criminal, administrative or investigative in nature or otherwise) in which such 
person may be involved by reason of the fact that he or she is or was serving   
this Plan in any capacity at the request of the Company, the Compensation       
Committee or Administrative Committee.                                          

Any expense incurred by the Company, the Compensation Committee or the          
Administrative Committee relative to the administration of this Plan shall be   
paid by the Company and/or, prior to a Change in Control, may be deducted from  
the Deferral Accounts of the Participants as determined by the Compensation     
Committee.                                                                      

Section 3.02 Claim Procedure. If a Participant or Beneficiary makes a written   
request alleging a right to receive payments under this Plan or alleging a right
to receive an adjustment in benefits being paid under this Plan, such actions   
shall be treated as a claim for benefits. All claims for benefits under this    
Plan shall be sent to the Administrative Committee. If the Administrative       
Committee determines that any individual who has claimed a right to receive     
benefits, or different benefits, under this Plan is not entitled to receive all 
or any part of the benefits claimed, the Administrative Committee shall inform  
the claimant in writing of such determination and the reasons therefor in terms 
calculated to be understood by the claimant. The notice shall be sent within 90 
days of the claim unless the Administrative Committee determines that additional
time, not exceeding 90 days, is needed and so notifies the Participant. The     
notice shall make specific reference to the pertinent Plan provisions on which  
the denial is based, and shall describe any additional material or information  
that is necessary.                                                              

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ARTICLE IV

 PARTICIPATION

Section 4.01 Participation. Participation in the Plan shall be limited to       
executives who (i) meet such eligibility criteria as the Administrative         
Committee shall establish from time to time, and (ii) elect to participate in   
this Plan by filing a Participation Agreement or a Stock Option Gain Deferral   
Agreement or a Restricted Stock Deferral Agreement with the Administrative      
Committee. A Participation Agreement must be filed prior to the November 30th   
immediately preceding the Plan Year for which it is effective; provided, however
that in the first year in which an individual first becomes eligible to         
participate in the Plan, the newly eligible Participant may make an election to 
defer compensation for services to be performed subsequent to the election      
within 30 days after the date the individual becomes eligible to participate.   
The Administrative Committee shall have the discretion to establish special     
deadlines regarding the filing of Participation Agreements, Stock Option Gain   
Deferral Agreements, and Restricted Stock Deferral Agreements for Participants. 

Section 4.02 Contents of Participation Agreement. Subject to Article VIII, each 
Participation Agreement shall set forth: (i) the amount of Eligible Compensation
for the Plan Year or performance period to which the Participation Agreement    
relates that is to be deferred under the Plan (the "Deferred Amount"), expressed
as either a dollar amount or a percentage of the Base Salary, Bonus, or         
Incentive Compensation for such Plan Year or performance period that the        
Participant wishes to make; (ii) the period after which payment of the Deferred 
Amount is to be made or begin to be made (the "Deferral Period"), which shall be
the earlier of (A) a number of full years, not less than three, (B) the period  
ending upon the Retirement or prior Termination of Employment of the            
Participant, and (iii) the form in which payments are to be made, which may be a
lump sum or in substantially equal annual installments of up to 15 years.       

Section 4.03 Modification or Revocation of Election by Participant. A           
Participant may not change the amount of his Base Salary Deferrals during a Plan
Year. However, a Participant may discontinue a Base Salary Deferral election at 
any time by filing, on such forms and subject to such limitations and           
restrictions as the Administrative Committee may prescribe in its discretion, a 
revised Participation Agreement with the Administrative Committee. If approved  
by the Administrative Committee, revocation shall take effect as soon as        
possible following its filing. If a Participant discontinues a Base Salary      
Deferral election during a Plan Year, he will not be permitted to elect to make 
Base Salary Deferrals again until the later of the next Plan Year or six months 
from the date of discontinuance. In addition, the Deferral Period may be        
extended if an amended Participation Agreement is filed with the Administrative 
Committee at least one full calendar year before the Deferral Period (as in     
effect before such amendment) ends. Under no circumstances may a Participant's  
Participation Agreement be made, modified or revoked retroactively, nor may a   
deferral period be shortened or reduced.                                        

 ARTICLE V

 STOCK OPTION GAIN DEFERRALS

Section 5.01 In General. Subject to provisions of this Article V, Participants  
may elect to defer receipt and distribution of the gain related to the exercise 
of Options and resulting Gain Shares until the end of an elected Deferral Period
by filing a Stock Option Gain Deferral Agreement with the Administrative        
Committee. The stock option gain deferral features of the Plan are effective for
deferral elections made on or after June 21, 2002.                              

Section 5.02 Timing of Filing Stock Option Gain Deferral Agreement. A Stock     
Option Gain Deferral Agreement must be filed at least six months prior to the   
Date of Exercise, prior to the calendar year in which occurs the Date of        
Exercise, and no later than the day before the first day of the six month period
ending on the Option Expiration Date. An Option with respect to which a Stock   
Option Gain Deferral Agreement has been filed may not be exercised prior to the 
dates specified in the preceding sentence.                                      

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Section 5.03 Contents of Stock Option Gain Deferral Agreement. Each Stock Option
Gain Deferral Agreement shall set forth: (i) the number of Options to be        
exercised in connection with the deferrals hereunder; (ii) the date of grant of 
the Options; (iii) the Deferral Period, which is not to be less than three      
years; (iv) any other item determined to be appropriate by the Administrative   
Committee. A Participant may elect to defer gain in increments of 25%, 50%, 75% 
or 100% of the number of Gain Shares resulting from Options exercised on any one
Date of Exercise.                                                               

Section 5.04 Manner of Exercising Option Shares. A Participant who desires to   
exercise an Option and to defer current receipt and distribution of the related 
Gain Shares must follow the procedures and requirements that are applicable to  
the Option pursuant to the Lennar Corporation Stock Option and Restricted Stock 
Plan, including the procedures and requirements relating to the exercise of an  
Option; provided, however, that in the case of a deferral of Gain Shares under  
this Plan, the Participant shall only be permitted to tender Consideration      
Shares to pay the entire exercise price for any such Option exercised.          
Notwithstanding the foregoing, the Administrative Committee may in its          
discretion accept the Participant's attestation that he or she owns the number  
of Consideration Shares necessary to effectuate the stock swap contemplated     
hereunder.                                                                      

Section 5.05 Determination of Gain Shares. Upon exercise of an Option, the Gain 
Shares from which the Participant has elected to defer hereunder shall be       
determined as follows: (i) the aggregate exercise price for all exercised Option
Shares shall be determined; (ii) the number of Consideration Shares needed to   
pay the exercise price for such Option Shares shall be determined; (iii) the    
difference between the number of exercised Option Shares and the number of      
Consideration Shares shall be the number of Gain Shares resulting from such     
exercise. Any fractional Gain Share that results from the computations hereunder
shall be rounded up to the nearest whole number.                                

Section 5.06 Conversion of Gain Shares to Phantom Share Units. As of the Date of
Exercise, Gain Shares shall be converted to Phantom Share Units by dividing the 
amount of the aggregate Fair Market Value of the Gain Shares as of the Date of  
Exercise by the Fair Market Value of one share of Common Stock as of the Date of
Exercise. The resulting number of Phantom Share Units shall be credited to the  
Participant's Gain Share Account. Any fractional Phantom Share Unit that results
from the computations hereunder shall be rounded up to the nearest 1/100.       

Section 5.07 Changes to the Stock Option Gain Deferral Agreement. A Stock Option
Gain Deferral Agreement may not be amended or revoked after the day on which it 
is filed with the Administrative Committee, except that the Deferral Period may 
be extended if an amended Stock Option Gain Deferral Agreement is filed with the
Administrative Committee at least one full calendar year before the Deferral    
Period (as in effect before such amendment) ends.                               

Section 5.08 Failure to Properly Exercise. If a Participant makes a valid       
election under this Article V to defer Gain Shares and if the Option expires    
without a proper exercise of the Option by the Participant or if the Participant
fails to properly tender or attest to the Consideration Shares by the last day  
of the Option term, the Participant shall forfeit any opportunity to exercise   
the Option and the Option shall be canceled as of the end of the last business  
day of the Option term, according to the terms of the Lennar Corporation Stock  
Option and Restricted Stock Plan.                                               

Section 5.09 Delivery of Gain and Restricted Stock Shares. The gain and         
restricted stock shares may be physically delivered to a rabbi trustee or       
delivered to such other entity as may be designated by the Administrative       
Committee for safe keeping.                                                     

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ARTICLE VI

RESTRICTED STOCK DEFERRALS

Section 6.01 In General. Subject to provisions of this Article VI, Participants 
may elect to defer receipt of Restricted Stock Shares until the end of an       
elected Deferral Period by filing a Restricted Stock Deferral Agreement with the
Administrative Committee. The restricted stock deferral features of the Plan are
effective for deferral elections made on or after June 21, 2002.                

Section 6.02 Timing of Filing Restricted Stock Deferral Agreement. A Restricted 
Stock Deferral Agreement must be filed at least six months prior to the vesting 
of such Restricted Stock grant, except for the first plan year in which case the
deferral much be completed prior to the vesting date. In the future or          
subsequent years in which a new participant becomes eligible such deferral      
agreement must be filed within 30 days of the date which such participant first 
becomes eligible.                                                               

Section 6.03 Contents of Restricted Stock Deferral Agreement. Each Restricted   
Stock Deferral Agreement shall set forth: (i) the number of shares to be        
deferred hereunder; (ii) the Deferral Period, which is not to be less than one  
year; (iii) any other item determined to be appropriate by the Administrative   
Committee.                                                                      

Section 6.04 Conversion of Restricted Stock to Phantom Share Units. As of the   
Date of deferral, Restricted Stock shall be converted to Phantom Share Units by 
dividing the amount of the aggregate Fair Market Value of the Restricted Stock  
as of the Date of vesting by the Fair Market Value of one share of Common Stock 
as of the Date of deferral. The resulting number of Phantom Share Units shall be
credited to the Participant's Restricted Stock Account. Any fractional Phantom  
Share Unit that results from the computations hereunder shall be rounded up to  
the nearest whole number.                                                       

Section 6.05 Changes to the Restricted Stock Deferral Agreement. A Restricted   
Stock Deferral Agreement may not be amended or revoked after the day on which it
is filed with the Administrative Committee, except that the Deferral Period may 
be extended if an amended Restricted Stock Deferral Agreement is filed with the 
Administrative Committee at least one full calendar year before the Deferral    
Period (as in effect before such amendment) ends.                               

Section 6.06 Delivery of Restricted Stock Shares. The restricted stock shares   
may be physically delivered to a rabbi trustee or delivered to such other entity
as may be designated by the Administrative Committee for safekeeping.           

 ARTICLE VII

 DEFERRED COMPENSATION

Section 7.01 Elective Deferred Compensation. The Deferred Amount of a           
Participant with respect to each Plan Year of participation in the Plan shall be
credited by the Administrative Committee to the Participant's Deferral Account  
as and when such Deferred Amount would otherwise have been paid to the          
Participant. To the extent that the Company is required to withhold any taxes or
other amounts from the Deferred Amount pursuant to any state, Federal or local  
law, such amounts shall be taken out of compensation eligible to be paid to the 
Participant that is deferred under this Plan.                                   

Section 7.02 Vesting of Deferral Account. A Participant shall be 100% vested in 
his/her Deferral Account at all times.                                          

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ARTICLE VIII

MAINTENANCE AND INVESTMENT OF ACCOUNTS

Section 8.01 Maintenance of Accounts. Separate Deferral Accounts shall be       
maintained for each Participant. More than one Deferral Account may be          
maintained for a Participant as necessary to reflect (a) various Hypothetical   
Investment Benchmarks and/or (b) separate Participation Agreements or other     
election forms specifying different Deferral Periods and/or forms of payment. A 
Participant's Deferral Account(s) shall be utilized solely as a device for the  
measurement and determination of the amounts to be paid to the Participant      
pursuant to this Plan, and shall not constitute or be treated as a trust fund of
any kind. The Administrative Committee shall determine the balance of each      
Deferral Account, as of each Valuation Date, by adjusting the balance of such   
Deferral Account as of the immediately preceding Valuation Date to reflect      
changes in the value of the deemed investments thereof, credits and debits      
pursuant to Section 7.01 and Section 8.02, distributions pursuant to Article    
VIII with respect to such Deferral Account since the preceding Valuation Date.  

Section 8.02 Hypothetical Investment Benchmarks. (A) Each Participant shall be  
entitled to direct the manner in which his/her Deferral Accounts will be deemed 
to be invested, selecting among the Hypothetical Investment Benchmarks specified
in Appendix A hereto, as amended by the Administrative Committee from time to   
time, and in accordance with such rules, regulations and procedures as the      
Administrative Committee may establish from time to time.                       

(B) (i) The Hypothetical Investment Benchmarks available for Gain Share Accounts
and restricted Stock Accounts consist solely of the "Lennar Corporation Share   
Fund." The Lennar Corporation Share Fund shall consist of deemed investments in 
shares of Lennar Corporation Common Stock. Amounts that are deemed to be        
invested in the Lennar Corporation Share Fund shall be converted into Phantom   
Share Units based upon the Fair Market Value of the Common Stock as of the      
date(s) the amounts are to be credited to a Restricted Stock Gain Shares        
Account, or Gain Share Account. To the extent that a participant elects to defer
receipt of restricted stock pursuant to the terms of the Plan, such deferred    
stock will be deemed invested in the Lennar Corporation Share Fund, and may not 
be deemed invested in any other Hypothetical Investment. Dividends paid on the  
Lennar Corporation Share Fund shall be deemed invested in the Guaranteed Income 
Funds, or any other such investment benchmark as may be deemed by the           
Administrative Committee.                                                       

(ii)  When a distribution of all or a portion of a Deferral Account that is     
invested in the Lennar Corporation Share Fund is to be made, the balance in such
a Deferral Account shall be determined by multiplying the Fair Market Value of  
one share of Common Stock on the most recent Valuation Date preceding the date  
of such reallocation or distribution by the number of Phantom Share Units to be 
reallocated or distributed. Upon a lump sum distribution, the amounts in the    
Lennar Corporation Share Fund shall be distributed in the form of actual shares 
of Common Stock.                                                                

(iii) In the event of a stock dividend, split-up or combination of the Common   
Stock, merger, consolidation, reorganization, recapitalization, or other change 
in the corporate structure or capitalization affecting the Common Stock, such   
that an adjustment is determined by the Administrative Committee to be          
appropriate in order to prevent dilution or enlargement of the benefits or      
potential benefits intended to be made available under this Plan, then the      
Lennar Corporation Nonqualified Deferred Compensation Plan Administrative       
Committee may make appropriate adjustments to the number of deemed shares       
credited to any Deferral Account. The determination of the Administrative       
Committee as to such adjustments, if any, to be made shall be conclusive.       

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(iv) Notwithstanding any other provision of this Plan, the Administrative       
Committee shall adopt such procedures as it may determine are necessary to      
ensure that with respect to any Participant who is actually or potentially      
subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, the
crediting of deemed shares to his or her Deferral Account is not deemed to be a 
non-exempt purchase for purposes of such Section 16(b), including without       
limitation requiring that no shares of Common Stock or cash relating to such    
deemed shares may be distributed for six months after being credited to such    
Deferral Account.                                                               

Section 8.03 Statement of Accounts. The Administrative Committee shall submit to
each Participant quarterly statements of his/her Deferral Account(s), Restricted
Stock Accounts and/or Gain Share Accounts(s) in such form as the Administrative 
Committee deems desirable, setting forth the balance to the credit of such      
Participant in his/her Deferral Account(s) and/or Gain Share Account(s) and/or  
Restricted Stock Account(s) as of the end of the most recently completed        
quarter.                                                                        

ARTICLE IX

BENEFITS

Section 9.01 Time and Form of Payment. The Company shall pay to the Participant 
the balance of such Deferral Account at the time or times elected by the        
Participant in the applicable Participation Agreement, Restricted Stock Deferral
Agreement, or Stock Option Gain Deferral Agreement, provided that if the        
Participant has elected to receive payments from a Deferral Account in a lump   
sum, the Company shall pay the balance in such Deferral Account (determined as  
of the most recent Valuation Date preceding the end of the Deferral Period) in a
lump sum in cash (plus any shares of Common Stock from any investment in the    
Lennar Corporation Share Fund) as soon as practicable after the end of the      
Deferral Period. If the Participant has elected to receive payments from a      
Deferral Account in installments, the Company shall make annual payments from   
such Deferral Account, each of which shall consist of an amount equal to (i) the
balance of such Deferral Account as of the most recent Valuation Date preceding 
the payment date times (ii) a fraction, the numerator of which is one and the   
denominator of which is the number of remaining installments (including the     
installment being paid). The first such installment shall be paid as soon as    
practicable after the end of the Deferral Period and each subsequent installment
shall be paid on or about the anniversary of such first payment. Each such      
installment shall be deemed to be made on a pro rata basis from each of the     
different deemed investments of the Deferral Account (if there is more than one 
such deemed investment). At the end of the Deferral Period for each Restricted  
Stock Account or Gain Share Account, the Company shall deliver to the           
Participant the balance of such Restricted Stock Account or Gain Share Account  
at the time or times elected by the Participant in the applicable Restricted    
Stock Agreement or Stock Option Gain Deferral Agreement in the form of actual   
shares of Common Stock.                                                         

Section 9.02 In-Service Distributions. Subject to Sections 9.01, 9.04, 9.05,    
9.06 and 9.07 hereof, if a Participant has elected to defer Eligible            
Compensation under the Plan for a stated number of years, the account balance of
the Participant (determined as of the most recent Valuation Date preceding such 
Deferral Period) shall be distributed in installments or a lump sum in          
accordance with the Plan and as elected in the Participant Agreement or         
Restricted Stock Deferral Agreement or Stock Option Gain Deferral Agreement.    

Section 9.03 Retirement. Subject to Sections 9.01, 9.04, 9.05, 9.06 and 9.07    
hereof, if a Participant has elected to have the balance of his/her Deferral    
Account or Restricted Stock Accounts or Gain Share Account distributed upon     
Retirement, the account balance of the Participant (determined as of the most   
recent Valuation Date preceding such Retirement) shall be distributed upon      
Retirement in installments or a lump sum in accordance with the Plan and as     
elected in the Participant Agreement or Restricted Stock Deferral Agreement or  
Stock Option Gain Deferral Agreement.                                           

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Section 9.04 Termination of Employment. Notwithstanding the provisions of       
Sections 9.02, 9.03 and 9.05 hereof and any Participation Agreement or other    
election form, if a Participant has a Termination of Employment prior to        
Retirement, the Company shall pay the remaining balance (determined as of the   
most recent Valuation Date preceding such event) to the Participant or his or   
her Beneficiary or Beneficiaries (as the case may be) in one lump sum within 90 
days or as otherwise requested by the participant and approved by Administrative
Committee following the Termination of Employment, in cash only or in Common    
Stock with respect to payment of Restricted Stock Accounts or Gain Share        
Accounts as soon as practicable following the occurrence of such event, unless  
the Administrative Committee in its sole discretion determines otherwise.       
Subject to Section 8.02(a) hereof, the amount distributable under the preceding 
sentence of this Section 9.04 shall be based on the Participant's investment    
elections.                                                                      

Section 9.05 Other Than Retirement and Termination of Employment.               
Notwithstanding the provisions of Sections 9.02, 9.03 and 9.04 hereof and any   
Participation Agreement or other election form, if a Participant dies or has a  
Disability prior to Retirement, the Company shall pay the remaining balance     
(determined as of the most recent Valuation Date preceding such event) to the   
Participant or his or her Beneficiary or Beneficiaries (as the case may be) in a
lump sum, or installment payments at the request of the participant and at the  
digression of the Administrative Committee, in cash only or in Common Stock with
respect to payment of Restricted Stock Accounts or Gain Share Accounts as soon  
as practicable following the occurrence of such event, unless the Administrative
Committee in its sole discretion determines otherwise. Subject to Section       
8.02(a) hereof, the amount distributable under the preceding sentence of this   
Section 9.05 shall be based on the Participant's investment elections.          

Section 9.06 Hardship Withdrawals. Notwithstanding the provisions of Section    
9.01 and any Participation Agreement, a Participant shall be entitled to early  
payment of all or part of the balance in his/her Deferral Account(s), or        
Restricted Stock Account(s) or Gain Share Account(s) in the event of an         
Unforeseeable Emergency, in accordance with this Section 9.06. A distribution   
pursuant to this Section 9.06 may only be made to the extent reasonably needed  
to satisfy the Unforeseeable Emergency need, and may not be made if such need is
or may be relieved (i) through reimbursement or compensation by insurance or    
otherwise, (ii) by liquidation of the Participant's assets to the extent such   
liquidation would not itself cause severe financial hardship, or (iii) by       
cessation of participation in the Plan. An application for an early payment     
under this Section 9.06 shall be made to the Administrative Committee in such   
form and in accordance with such procedures as the Administrative Committee     
shall determine from time to time. The determination of whether and in what     
amount and form a distribution will be permitted pursuant to this Section 9.06  
shall be made by the Administrative Committee.                                  

Section 9.07 Early Withdrawal. Notwithstanding the provisions of Section 9.01   
and any Participation Agreement, a Participant shall be entitled to elect to    
withdraw all or any part of the vested balance in his/her Deferral Account(s),  
Restricted Stock Account(s) or Gain Share Account(s) in accordance with this    
Section 9.07 by filing with the Administrative Committee such forms, in         
accordance with such procedures, as the Administrative Committee shall determine
from time to time. As soon as practicable after receipt of such form by the     
Administrative Committee, the Company shall pay an amount equal to ninety       
percent of the vested balance in such Participant's Deferral Account(s) and/or  
Restricted Stock Account(s) and/or Gain Share Account(s) (determined as of the  
most recent Valuation Date preceding the date such election is filed) to the    
electing Participant in a lump sum in cash or in Common Stock with respect to   
payment of Restricted Stock account and/or Gain Share Account, and the          
Participant shall forfeit the remainder of such Deferral Account(s). All        
Participation Agreements previously filed by a Participant who elects to make a 
withdrawal under this Section 9.07 shall be null and void after such election is
filed (including without limitation Participation Agreements with respect to    
Plan Years or performance periods that have not yet been completed), and such a 
Participant shall not thereafter be entitled to file any Participation          
Agreements under the Plan with respect to the first Plan Year that begins after 
such election is made.                                                          

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Section 9.08  Change in Control. In the event of a Change in Control that is    
recommended for approval to the shareholders by the Board, no immediate special 
payment shall be made to any Participant and the terms and conditions of the    
Plan shall remain in full force and effect. Notwithstanding anything contained  
in this Plan to the contrary, upon a hostile Change in Control, the Company     
shall immediately pay to each Participant in a lump sum in cash or in Common    
Stock, with respect to payment of Restricted Stock Accounts and/or Gain Share   
Accounts, the balance in his/her Gain Share Accounts and Deferral Account(s)    
(determined as of the most recent Valuation Date preceding the Change in        
Control). Hostile Change in Control is defined as a Change in Control of the    
Company which is not recommended for approval to the shareholders by the Board. 

Section 9.09  Payout Upon Taxable Event. In the event any Participant or his or 
her Beneficiary is determined to be subject to federal income tax on any amount 
to the credit of his or her account under the Plan prior to the time of payment 
under the Plan, a portion of such taxable amount equal to the federal, state and
local taxes (excluding any interest or penalties) owed on such taxable amount,  
shall be distributed to the Participant or his or her Beneficiary, as the case  
may be, as soon thereafter as practicable. Any such distribution, whether       
directly from the Company or from a trust, shall reduce the Company's liability 
to such Participant or Beneficiary under the Plan with such reductions to be    
made on a pro rata basis over the term of benefit payments under the Plan. In   
addition, Participants or Beneficiaries, as the case may be, shall be reimbursed
for any interest or penalties in respect of such taxes upon receipt of          
documentation of same.                                                          

Section 9.10  Withholding of Taxes. Notwithstanding any other provision of this 
Plan, the Company shall withhold from payments made hereunder any amounts       
required to be so withheld by any applicable law or regulation.                 

 ARTICLE X

 BENEFICIARY DESIGNATION

Section 10.01 Beneficiary Designation. Each Participant shall have the right, at
any time, to designate any person, persons or entity as his Beneficiary or      
Beneficiaries. A Beneficiary designation shall be made, and may be amended, by  
the Participant by filing a written designation with the Administrative         
Committee, on such form and in accordance with such procedures as the           
Administrative Committee shall establish from time to time.                     

Section 10.02 No Beneficiary Designation. If a Participant fails to designate a 
Beneficiary as provided above, or if all designated Beneficiaries predecease the
Participant, then the Participant's Beneficiary shall be deemed to be the       
Participant's estate.                                                           

ARTICLE XI

 AMENDMENT AND TERMINATION OF PLAN

Section 11.01 Amendment. The Board or the Compensation Committee may at any time
amend this Plan in whole or in part, provided, however, that no amendment shall 
be effective to decrease the balance in any Deferral Account as accrued at the  
time of such amendment, nor shall any amendment otherwise have a retroactive    
effect.                                                                         

Section 11.02 Company's Right to Terminate. The Board or the Compensation       
Committee may at any time terminate the Plan with respect to future             
Participation Agreements. The Board or the Compensation Committee may also      
terminate the Plan in its entirety at any time for any reason, including without
limitation if, in its judgment, the continuance of the Plan, the tax,           
accounting, or other effects thereof, or potential payments thereunder would not
be in the best interests of the Company, and upon any such termination, the     
Company shall immediately pay to each Participant in a lump sum the accrued     
balance in his Deferral Account, Restricted Stock Account, and/or Gain Share    
Account (determined as of the most recent Valuation Date preceding the          
termination date).                                                              

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 ARTICLE XII

 MISCELLANEOUS

Section 12.01 Funded Plan. This Plan is intended to be a funded plan maintained 
primarily for the purpose of providing deferred compensation for a select group 
of management or highly compensated employees, within the meaning of Sections   
201, 301 and 401 of ERISA. All payments pursuant to the Plan shall be made from 
the general funds of the Company and no special or separate fund shall be       
established or other segregation of assets made to assure payment. No           
Participant or other person shall have under any circumstances any interest in  
any particular property or assets of the Company as a result of participating in
the Plan. Notwithstanding the foregoing, the Company may (but shall not be      
obligated to) create one or more grantor trusts, the assets of which are subject
to the claims of the Company's creditors, to assist it in accumulating funds to 
pay its obligations under the Plan.                                             

Section 12.02 Nonassignability. Except as specifically set forth in the Plan    
with respect to the designation of Beneficiaries, neither a Participant nor any 
other person shall have any right to commute, sell, assign, transfer, pledge,   
anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in  
advance of actual receipt the amounts, if any, payable hereunder, or any part   
thereof, which are, and all rights to which are, expressly declared to be       
unassignable and non-transferable. No part of the amounts payable shall, prior  
to actual payment, be subject to seizure or sequestration for the payment of any
debts, judgments, alimony or separate maintenance owed by a Participant or any  
other person, nor be transferable by operation of law in the event of a         
Participant's or any other person's bankruptcy or insolvency.                   

Section 12.03 Validity and Severability. The invalidity or unenforceability of  
any provision of this Plan shall not affect the validity or enforceability of   
any other provision of this Plan, which shall remain in full force and effect,  
and any prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction.               

Section 12.04 Governing Law. The validity, interpretation, construction and     
performance of this Plan shall in all respects be governed by the laws of the   
State of Florida, without reference to principles of conflict of law, except to 
the extent preempted by federal law.                                            

Section 12.05 Employment Status. This Plan does not constitute a contract of    
employment or impose on the Participant or the Company any obligation for the   
Participant to remain an employee of the Company or change the status of the    
Participant's employment or the policies of the Company and its affiliates      
regarding termination of employment.                                            

Section 12.06 Underlying Incentive Plans and Programs. Nothing in this Plan     
shall prevent the Company from modifying, amending or terminating its           
compensation or incentive plans and programs.                                   

Section 12.07 Successors. Lennar Corporation shall require any successor        
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or substantially all of its business or assets to expressly assume and agree
to perform under this Plan in the same manner and to the same extent that it    
would be required to perform if no such succession had taken place. As used in  
this Plan, the term "Lennar Corporation" shall mean any successor that expressly
assumes and agrees to perform this Plan or which otherwise becomes bound by all 
the terms and provisions of this Plan by operation of law; provided, however,   
that nothing contained in this Section 12.07 shall be interpreted to negate the 
occurrence of a Change in Control.                                              

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APPENDIX A

Guaranteed Income Fund                                                          
TimesSquare Corporate Bond Fund                                                 
Large Cap Value/John A. Levin & Co. Fund                                        
S & P 500 Index Fund                                                            
Large Cap Growth/Goldman Sachs Fund                                             
Mid Cap Value Fund                                                              
Mid Cap Growth/Artisan Partners                                                 
Small Cap Value/Berger Fund                                                     
Small Cap Growth/TimesSquare Fund                                               
Janus Adviser Worldwide Account                                                 
American Century International Growth Account                                   
Lennar Corporation Share Fund                                                   

14

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-Q’ Filing		Date		First		Last			Other Filings
		12/31/02		3					None on these Dates
Filed on:		10/15/02
For Period End:		8/31/02
		6/21/02		1		8
									List all Filings