HOVNANIAN ENTERPRISES INC
EXECUTIVE INCENTIVE & EXCESS BENEFITS PLAN
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<TYPE>EX-10
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<DESCRIPTION>EXECUTIVE INCENTIVE & EXCESS BENEFITS PLAN
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<P ALIGN="LEFT"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2"></FONT></P>

<P ALIGN="RIGHT"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2"><B>Exhibit 10(h)</B></FONT></P>

<P ALIGN="CENTER"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2"><B>INTRODUCTION</B></FONT></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 20px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">The K. Hovnanian Enterprises, Inc. Executive
Incentive and Excess Benefits Plan has been established by K. Hovnanian Enterprises, Inc, a New Jersey Corporation, for the benefit of certain select
executives and their beneficiaries. It is to be maintained according to the terms of this instrument. The Committee has the authority to manage the
administration of this Plan. Assets may be accumulated at the convenience of the Company and segregated in a Trust Fund or Trust Funds maintained by a
Trustee in accordance with the terms of a Trust Agreement established contemporaneously herewith, or otherwise identified by the Company as a
convenient source of funds for discharge of Company obligations that may arise under this Plan from time to time, and in that event references to any
such Trust Agreement contained in this Plan shall refer to such Trust Agreement. Except as may be provided in the Trust Agreement, the Trustee has the
exclusive authority to manage and control the assets of this Plan.</FONT></DIV></P>

<P ALIGN="CENTER"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2"><B>ARTICLE I<BR> DEFINITIONS AND CONSTRUCTION</B></FONT></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 20px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF"
SIZE="2">1.1&nbsp;&nbsp;<I>Definitions.</I>&nbsp;&nbsp;&nbsp;&nbsp;The following words and phrases, when used in this Plan shall have the following
meanings:</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 40px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2"><I>Beneficiary</I> means a person or persons
(natural or otherwise) designated by a Participant to receive any death benefit that shall be payable under this Plan, in accordance with the
provisions of Section 6.7.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 40px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2"><I>Board of Directors,</I> or <I>Board</I> means the
Board of Directors of K. Hovnanian Enterprises, Inc.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 40px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2"><I>Code</I> means the Internal Revenue Code of 1986,
as it may be amended, and includes any regulations issued thereunder.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 40px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2"><I>Committee</I> means the individuals appointed
under Section 8.1 to administer the Plan.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 40px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2"><I>Company</I> means K. Hovnanian Enterprises, Inc.,
a New Jersey Corporation, successor or successors, and any affiliates, that with the approval of the Board of Directors, has adopted this
Plan.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 40px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2"><I>Compensation</I> means the total of all
remuneration paid during a Plan Year to a Participant by the Company for personal services, including overtime pay, bonuses and commissions, and unless
specifically excluded hereunder, Pre-Tax Contributions, if any, authorized by a Participant under this Plan or any Plan qualified under Section 401(a)
of the Code. Excluded are reimbursement for business, travel, or entertainment expenses incurred by the Participant and not reported to IRS as
wages.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 40px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">Notwithstanding any provisions in the Plan to the
contrary, for purposes of determining the amount equivalent to any Pre-Tax Contributions credits for a Participant under this Plan, Compensation shall
include such individual&#146;s Compensation beginning at a date determined by the Board of Directors.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 40px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2"><I>Disability</I> means a physical or mental
condition for which a Participant shall be eligible to receive benefits under the disability insurance provisions of the Social Security Act. The
Committee shall require evidence that the application for such benefits has been approved by the Social Security Administration. The final
determination shall be made by the Committee on the basis of such evidence.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 40px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2"><I>Effective Date</I> means January 1, 1988, the
date the provisions of this Plan became effective.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 40px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2"><I>Eligible Employee</I> means each Executive who
has met the requirements for participation in the Plan as of each Entry Date.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 40px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2"><I>Employer Contribution Account</I> means the
account comprised of a Participant&#146;s Excess Pre-Tax Contribution Account equivalent credits and Excess Matching Contribution Account equivalent
credits under this Plan as provided under 4.1.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 40px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2"><I>Entry Date</I> means the day designated by the
Board of Directors, that an Executive may participate in the Plan.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 40px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2"><I>Erisa</I> means the Employee Retirement Income
Security Act of 1974, as amended from time to time, and any regulations promulgated thereunder.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 40px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2"><I>Excess Matching Contributions</I> means the
equivalent credits of the Participant as provided under Section 4.1(b), and adjustments relating thereto.</FONT></DIV></P>

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<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 40px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2"><I>Excess Pre-Tax Contributions</I> means the
equivalent credits made by the Company on a Participant&#146;s behalf pursuant to Section 4.1(a).</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 40px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2"><I>Executive</I> means an individual who is a member
of a select group of shareholders, officers, managerial and highly compensated employees of the Company on a salaried basis, as may be designated by
the Board of Directors from time to time, with respect to whom the Company is required to withhold taxes from remuneration paid to him by the Company
for personal services rendered to the Company. This includes any officer or director who shall so qualify, but excludes (i) any individual whose
employment with the Company is governed by a collective bargaining agreement that does not provide for participation in this Plan, and (ii), any
individual who is a &#147;leased employee&#148; as defined in Section 414(n) of the Code.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 40px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2"><I>Forfeitures</I> means the amount of a
Participant&#146;s Employer Contribution Account that is forfeited upon Termination of employment, due to the operation of Section 6.3 and Section 6.6
of this Plan.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 40px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2"><I>Former</I> Participant means any former Employee
who has credits in his Employer Contribution Account or Employee Contribution Account at the close of any Plan Year.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 40px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2"><I>Income</I> means the net gain or loss of the
Trust Fund from investments, as reflected by interest payments, dividends, realized and unrealized gains and losses on securities, other investment
transactions, and expenses paid from the Trust Fund. In determining the Income of the Trust Fund for any period, assets shall be valued on the basis of
their fair market value.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 40px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2"><I>Investment Manager</I> means an investment
advisor, bank or insurance company that meets the requirements of Section 3(38) of ERISA, and that is appointed by the Company to manage the
Plan&#146;s assets in accordance with the Trust Agreement.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 40px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2"><I>Limitation Year</I> means the Plan
Year.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 40px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2"><I>Normal Retirement Date</I> means the date on
which a Participant attains age 60, if separation has occurred. If there has been no separation of Service, any distribution will be at the sole
discretion of the Committee.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 40px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2"><I>Participant</I> means an Executive participating
in the Plan in accordance with the provisions of Section 3.1.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 40px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2"><I>Plan</I> means the K. Hovnanian Enterprises, Inc.
Executive Incentive and Excess Benefits Plan.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 40px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2"><I>Plan Year</I> means the 12 consecutive month
period commencing January 1st and ending December 31st.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 40px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2"><I>Qualified Plan</I> means the Hovnanian Savings
and Investment Retirement Plan.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 40px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2"><I>Retirement</I> means Termination of employment
with the Company at or after Normal Retirement Date.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 40px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2"><I>Spouse or Surviving Spouse</I> means the spouse
or surviving spouse of the Participant or Former Participant.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 40px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2"><I>Terminated or Termination</I> means a termination
of employment with the company or with an affiliate for any reason other than a transfer of employment from the Company to an affiliate or from an
affiliate to another affiliate.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 40px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2"><I>Trust or Trust Fund</I> means the fund or funds
known as the K. Hovnanian Enterprises, Inc. Executive Incentive and Excess Benefits Plan Trust, as may be established by the Company for its
convenience in implementing this Plan from time to time, and the Trust that may be established contemporaneous with this Plan
Document.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 40px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2"><I>Trustee or Trustees</I> means any corporation or
individuals appointed by the Board of Directors of the Company to administer the Trust.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 40px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2"><I>Valuation Date</I> means the last business day of
each Plan Year or more frequently, as the Trustee shall determine.</FONT></DIV></P>

<P ALIGN="CENTER"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2"><B>ARTICLE II</B></FONT></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 20px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF"
SIZE="2">2.1&nbsp;&nbsp;<I>Construction.</I>&nbsp;&nbsp;&nbsp;&nbsp;The masculine gender, where appearing in the Plan, shall be deemed to include the
feminine gender, unless the context clearly indicates to the contrary. Titles of Sections are inserted for convenience and shall not affect the meaning
or construction of the Plan.</FONT></DIV></P>


<P ALIGN="CENTER"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">2<BR></FONT></P>

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<P ALIGN="CENTER"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2"><B>ARTICLE III<BR> PARTICIPATION AND SERVICE</B></FONT></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 20px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">3.1&nbsp;&nbsp;<I>Eligibility to
Participate.</I>&nbsp;&nbsp;&nbsp;&nbsp;Any Executive who is actively employed and who is designated by the Board of Directors to be a Participant in
this Plan shall be eligible to participate. Each Executive so designated who determines to become a Participant pursuant to such designation shall
execute an individual Election form signifying his willingness to participate. Such Election shall be duly signed and filed with the Plan Administrator
at least one day prior to commencement of Eligibility for entitlement to any Excess Pre-Tax Contributions Credits, Excess Matching Contribution
Credits, or any other credits to be made under Article IV.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 20px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">3.2&nbsp;&nbsp;<I>Commencement of
Participation.</I>&nbsp;&nbsp;&nbsp;&nbsp;Each Executive who has satisfied the requirements of Section 3.1 shall commence participation in the Plan on
the Entry Date that coincides with or that follows the date on which he satisfies such requirements.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 20px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">3.3&nbsp;&nbsp;<I>Cessation of
Participation.</I>&nbsp;&nbsp;&nbsp;&nbsp;An Executive shall cease to be a Participant upon the earliest of (i) the date on which he retires under the
Retirement provisions of the Plan; (ii) the date on which his employment with the Company terminates for any reason, including death or Disability; or
(iii) the date on which he becomes a &#147;leased employee&#148; as defined in Section 414(n) of the Code, or covered by a Collective Bargaining
Agreement.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 20px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF"
SIZE="2">3.4&nbsp;&nbsp;<I>Participation.</I>&nbsp;&nbsp;&nbsp;&nbsp;If the reemployed Executive was not a Participant in the Plan during his prior
period of employment, he must meet the requirements of Section 3.1 for Participation in the Plan after reemployment, as if he were a newly designated
employee.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 20px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">3.5&nbsp;&nbsp;<I>Transfers to Affiliates and Change
in Status.</I>&nbsp;&nbsp;&nbsp;&nbsp;A Participant&#146;s status as such under the Plan shall be modified upon and after the date that a Participant
is transferred to an affiliate, or becomes a leased employee as defined in Section 414(n) of the Code, in the manner set forth below:</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 40px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">The Participant shall share in excess Company
contributions only to the extent of his Compensation up to the time such transfer or change in status occurs. He shall not share thereafter unless he
later transfers back to the Company or again becomes an Executive who is eligible under the terms of the Plan to share in such allocations. However, he
shall share in Income allocations pursuant to Section 5.2(a).</FONT></DIV></P>

<P ALIGN="CENTER"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2"><B>ARTICLE IV<BR> CONTRIBUTIONS</B></FONT></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 20px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">4.1&nbsp;&nbsp;<I>Executive
Contribution.</I></FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 40px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">(a)&nbsp;&nbsp;<I>Excess Pre-Tax Contributions
Credits.</I>&nbsp;&nbsp;&nbsp;&nbsp;Each Participant shall have the annual option to authorize the Company, in writing and in accordance with
procedures established by the Committee, to credit amounts to an account established for him under this Plan for a Plan Year, such amounts to be
equivalent to any percentage of his Compensation [as determined without regard to this Section 4.1(b)] for such Plan Year. In turn the Company, for its
convenience, may contribute equivalent funds to a segregated Grantor Trust or Trusts established for such purpose, in order to meet future obligations
under this Plan in accordance with procedures established by the Committee. Such authorization shall be in the form of an election by the Participant
to have his salary and/or bonus, or portion thereof deferred and withheld by the Company.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 40px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">(b)&nbsp;&nbsp;<I>Excess Matching
Contributions.</I>&nbsp;&nbsp;&nbsp;&nbsp;The Company&#146;s prior year matching contributions to the Hovnanian Savings and Investment Retirement Plan
have been reduced because of reductions mandated by operation of the Actual Deferral Percentage Test under Section 401(a) or by the Aggregate
Contributions Percentage Test under Section 401(m) of the Code, or by the maximum 401(k) contribution dollar limitation. As determined by the Board of
Directors, the Company shall credit an amount, equal to the amount of such reductions, to the Executives&#146; Employer Contribution Account. Such
amounts designated as Excess Matching Contributions, shall be based on, without limitation, the total of prior year Hovnanian Savings and Investment
Retirement Plan employee contributions plus current calendar year excess Pre-tax Contributions. The current year Excess Matching Contributions will be
adjusted based on Hovnanian Savings and Investment Retirement Plan vesting schedule, but such adjustments will be contributed in future years based on
additional years of service.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 20px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">4.2&nbsp;&nbsp;<I>Time and Manner of Company
Credits.</I>&nbsp;&nbsp;&nbsp;&nbsp;An equivalent amount of all Company funding credits under this Plan annually shall be set aside by the Company for
its convenience by transfer to a Trustee under a Grantor Trust established contemporaneously with adoption of this Plan, styled the K. Hovnanian
Enterprises, Inc. Trust</FONT></DIV></P>


<P ALIGN="CENTER"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">3<BR></FONT></P>

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<P ALIGN="LEFT"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">Agreement. Company funding made to that Grantor Trust for any Plan Year shall be
made at times and in amounts determined to be reasonable by the Committee or the Company.</FONT></P>

<P ALIGN="CENTER"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2"><B>ARTICLE V<BR> ALLOCATIONS TO PARTICIPANTS&#146; ACCOUNTS</B></FONT></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 20px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">5.1&nbsp;&nbsp;<I>Individual
Accounts.</I>&nbsp;&nbsp;&nbsp;&nbsp;The Committee shall create and maintain adequate records to disclose the interest of each Executive under this
Plan. Such accounts shall identify Participant credits under this Plan that are equivalent to certain disallowed employer contributions under the
Hovnanian Savings &amp; Investment Retirement Plan due to operation of Sections 401(k) and 401(m) including Excess Matching Contributions and
adjustments otherwise made thereto, and also if applicable such accounts shall separately identify credits equivalent to any incentive bonus or other
incentive awards made by the Company under this Plan under any valid participant Elections to defer current payment of such amounts.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 40px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">The maintenance of individual accounts is for
accounting purposes only, and any and all distributions to and withdrawals by any Participant made pursuant to this Plan shall be identified by
equivalent charges to that Participant&#146;s Plan account as of the date paid or distributed.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 20px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">5.2&nbsp;&nbsp;<I>Account
Adjustments.</I>&nbsp;&nbsp;&nbsp;&nbsp;The equivalent credits of Participants, Former Participants and Beneficiaries shall be adjusted in accordance
with the following:</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 40px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">(a)&nbsp;&nbsp;<I>Income
Credits.</I>&nbsp;&nbsp;&nbsp;&nbsp;Amounts equivalent to an allocable portion of Income earned by the Trust Fund shall be credited to accounts of
individual Participants, Former Participants and Beneficiaries who have unpaid account balances as of each Valuation Date. Such amounts of Income to be
credited shall be allocated in proportion to the amount of each such account balance as it bears to the total of all account balances under this plan
on the immediately preceding Valuation Date to the Valuation Date in question, any individual account balance having first been reduced by any amounts
distributed or withdrawn from such account during the interim period.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 40px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">If during the Plan Year, a Participant, Former
Participant or Beneficiary becomes entitled to a distribution under this Plan, the Committee shall instruct the Trustee to pay an amount from the Trust
to the Participant that is an equivalent sum to the Participant&#146;s account as of the immediately prior Valuation Date, but increased for an amount
of notional Income equivalent to the <I>pro rata</I> amount of Trust Income earned since the immediately prior Valuation Date up to the date that the
distribution becomes payable.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 40px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">For purposes of this Subsection, to the extent that
the Participant was eligible for and requested direct expression of preference as to the management of Trust Funds equivalent to his account balance
under this Plan pursuant to Section 7.2, then the amount of notional Income with respect to his directed account shall be separately determined with
reference to such directed investment performance for the applicable period of time.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 40px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">(b)&nbsp;&nbsp;<I>Company Funding
Credits.</I>&nbsp;&nbsp;&nbsp;&nbsp;Amounts equivalent to the Employee&#146;s designated Excess Pre-Tax Contributions and the Company&#146;s disallowed
Excess matching Contribution Accounts under the Hovnanian Savings &amp; Investment Retirement Plan shall be credited each year to eligible
Participants&#146; accounts for that Plan Year, and cash or property contributions equivalent in amount shall be made by the Company for its
convenience to any Trust Fund it establishes for that purpose or to any such Trust Fund established contemporaneously with this Plan. Further, if
appropriate, amounts equivalent to incentive awards covered by applicable Elections or designations under other Company Executive incentive plans shall
be separately identified and credited to covered Participants&#146; individual accounts as provided herein, and payments equivalent in amount shall
likewise be made to any Trust Fund established by the Company for that purpose.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 40px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">(c)&nbsp;&nbsp;<I>Deemed Date of
Allocation.</I>&nbsp;&nbsp;&nbsp;&nbsp;All credits or deductions made under this Article to Participants&#146; accounts shall be deemed to have been
made no later than the last day of the Plan Year though actually determined thereafter.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 20px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">5.3&nbsp;&nbsp;<I>No Rights Created by
Allocation.</I>&nbsp;&nbsp;&nbsp;&nbsp;Any allocation made and credited to the account of a Participant, Former Participant or Beneficiary under this
Article shall not cause such Participant, Former Participant or Beneficiary to have any right, title or interest in or to any assets of the Trust Fund
except at the time or times, and under the terms and conditions expressly provided in this Plan.</FONT></DIV></P>

<P ALIGN="CENTER"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2"><B>ARTICLE VI<BR> PAYMENT OF BENEFITS</B></FONT></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 20px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">6.1&nbsp;&nbsp;<I>Normal Retirement or
Disability.</I>&nbsp;&nbsp;&nbsp;&nbsp;If a Participant&#146;s employment is Terminated by reason of his Normal Retirement or Disability, then such
Participant shall be entitled to receive the entire amount credited to his Employer</FONT></DIV></P>


<P ALIGN="CENTER"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">4<BR></FONT></P>

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<P ALIGN="LEFT"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">Contribution Accounts only in the manner and at the time or times provided in
Section 6.5 and 6.6. No Participant shall have a non-forfeitable right to any benefits payable under this Plan section until the date of his Normal
Retirement Date or if earlier disability.</FONT></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 20px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF"
SIZE="2">6.2&nbsp;&nbsp;<I>Death.</I>&nbsp;&nbsp;&nbsp;&nbsp;In the event that the Participant&#146;s Termination of employment is caused by death, or
in the event that a Participant or Former Participant who is entitled to receive distributions pursuant to Section 6.1 or 6.3 dies prior to receiving
the full amount of such distributions, the entire amount credited to his Employer Contribution Accounts shall be paid to his Beneficiary in the manner
and at the time provided in the Section 6.5 and 6.6, but only after receipt by the Committee of acceptable proof of death.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 20px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">6.3&nbsp;&nbsp;<I>Other Termination of
Employment.</I>&nbsp;&nbsp;&nbsp;&nbsp;If a Participant&#146;s employment is Terminated by reason of resignation or discharge of employment before his
Normal Retirement Date for any reason other than Disability or Death, then such Participant shall be entitled to receive the entire amount credited to
his individual account under 6.5 and 6.6 that is not otherwise forfeitable under this Plan. No Participant shall have any non-forfeitable rights to any
benefits under this Plan except in the year or years actually paid, as determined and directed by the Committee pursuant to Sections 6.5 and
6.6.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 20px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">6.4&nbsp;&nbsp;<I>Time of Payment of Plan
Benefits.</I>&nbsp;&nbsp;&nbsp;&nbsp;Distributions equivalent in amount to any Participant&#146;s Account credit balance under this Plan that may
become payable on account of Retirement pursuant to Section 6.1, to be made by the Company from any Trust Fund or other source, shall be made only at
the time or times or in the year or years determined by the Committee under Section 6.5 below.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 20px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">6.5&nbsp;&nbsp;<I>Mode of Payment of
Benefits.</I>&nbsp;&nbsp;&nbsp;&nbsp;All undistributed Plan account credit balances are forfeitable by the Participant or Former Participant until and
unless paid or distributed by the Company as provided herein. Any and all unpaid account balances shall be forfeited in the determination of the
Committee hereunder if any of the following occurs (except subsection 6.5(3) at which time undistributed plan account credit balances become general
obligations of the Company):</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 40px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">(1)&nbsp;&nbsp;The Participant or Former Participant
is convicted of felonious conduct against the Company.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 40px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">(2)&nbsp;&nbsp;the Participant or Former Participant
engages in direct competition with the Company after Termination or Retirement;</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 40px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">(3)&nbsp;&nbsp;the Company becomes bankrupt or
unable to meet obligations to its creditors under any State or Federal laws.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 40px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">Scheduled payments or distributions of funds equivalent to non-forfeited amounts
credited to accounts under this Plan are to be determined by the Committee at the time events under 6.1, 6.2 and 6.3 occurs. The Committee may in its
discretion honor any Expression of Preference in the form of an election or form of distribution or in the form of Beneficiary Designation under 6.7 as
to the form or forms or time or times of payment that may be made by the Participant or Former Participant, or that may be made by any Beneficiary as
provided hereunder, but need not do so, and the Committee may determine for itself the manner and timing of distributions of funds equivalent to any
unpaid account balances under this Plan so long as it does not act in an unreasonable manner. Distributions of funds equivalent to unpaid account
balances may be made in accordance with one or a combination of the following modes of settlement:</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 40px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">If a Participant dies before his benefits commence
to be paid to him, any amount to which a Beneficiary shall become entitled to hereunder shall be distributed to him in the discretion of the Committee,
which will not unreasonably differ from the expression of preference contained in any applicable Beneficiary Designation or Beneficiary Election, made
in accordance with one or a combination of the following modes of settlement:</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 40px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">(a)&nbsp;&nbsp;in a lump sum,</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 40px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">(b)&nbsp;&nbsp;in substantially equal periodic
installments over a period not to exceed life expectancy of the Beneficiary.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 40px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">If the Participant, Terminated Participant or
Beneficiary expresses a preference for distribution by means of installment payments under either of Subparagraphs (b) above, then the equivalent Trust
Funds attributable thereto shall, at the Committee&#146;s discretion and after consultation with the Participant or Beneficiary, either (i) be paid at
the Company&#146;s direction from amounts in the Trust Fund described above and shall be accreted by amounts equivalent to the Income of the Trust Fund
but not by any subsequent Company contributions equivalents or (ii)</FONT></DIV></P>


<P ALIGN="CENTER"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">5<BR></FONT></P>

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<P ALIGN="LEFT"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">such unpaid amounts may be held in a segregated investment account and may be
credited by the Company only with amounts equivalent to actual earnings thereon.</FONT></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 40px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">If a Participant or Terminated Participant dies
after benefits have commenced to be paid to him, his Beneficiary will receive amounts equivalent to any unpaid account balance of the Participant as
benefits under 6.2 paid in the Committee&#146;s discretion if possible consistent with any expression of preference for mode of payment previously
requested by the Participant.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 20px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">6.6&nbsp;&nbsp;<I>Designation of
Beneficiary.</I>&nbsp;&nbsp;&nbsp;&nbsp;Each Participant and Former Participant from time to time may designate any person or persons (who may be
designated contingently or successively and who may be an entity other than a natural person) as his Beneficiary or Beneficiaries to whom his Plan
benefits are to be paid if he dies before receipt of all such benefits. Each Beneficiary designation shall be made on a form prescribed by the
Committee and will be effective only when the form is filed with the Committee during the Participant&#146;s or Former Participant&#146;s lifetime.
Each Beneficiary designation filed with the Committee will cancel all Beneficiary designations previously filed with it by that Participant or Former
Participant. The revocation of a beneficiary designation, no matter how effected, shall not require the consent of any designated
Beneficiary.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 40px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">If any Participant or Former Participant fails to
designate a Beneficiary in the manner provided above, or if the Beneficiary designated dies before such Participant&#146;s or Former Participant&#146;s
death or before complete distribution of the Participant&#146;s or Former Participant&#146;s benefits, such Participant&#146;s or Former
Participant&#146;s benefits shall be paid in the Committee&#146;s total and complete discretion according to the following order of priority: First, to
the Participants or Former Participants Surviving Spouse, if any; second to the Participant&#146;s surviving children, if any, in equal shares; third,
to the estate of the last to die of such Participant or Former Participant and his Beneficiary or Beneficiaries.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 40px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">Notwithstanding, the Surviving Spouse of a
Participant or Former Participant shall be deemed to be the Participant&#146;s or Former Participant&#146;s designated Beneficiary, and in the
Committee&#146;s total and complete discretion shall usually be entitled to receive any distribution on account of the Participant&#146;s or Former
Participant&#146;s death in a lump sum.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 20px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">6.7&nbsp;&nbsp;<I>Information Required From
Beneficiary.</I>&nbsp;&nbsp;&nbsp;&nbsp;If, during or after the time a benefit is payable to any Beneficiary, the Committee, upon request of the
Trustee or at the Committee&#146;s own instance, delivers by registered or certified mail to the Beneficiary at the Beneficiary&#146;s last known
address a written demand for his current address, or for satisfactory evidence of his continued life, or both, and, if the Beneficiary fails to furnish
the information to the Committee within one year from the mailing of the demand, then the Committee shall distribute to the party next entitled thereto
under Section 6.7 above as if the Beneficiary were then deceased.</FONT></DIV></P>

<P ALIGN="CENTER"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2"><B>ARTICLE VII<BR> TRUST FUND</B></FONT></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 20px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">7.1&nbsp;&nbsp;<I>Investment Directions by
Participants.</I>&nbsp;&nbsp;&nbsp;&nbsp;A Participant may direct the investment of amounts held under his Employer contribution Account, subject to
the approval of the Committee and in accordance with the terms, conditions and procedures established by the Committee. Notwithstanding Sections 5.2(a)
and 8.5, amounts equivalent to all earnings and expenses, including commissions and transfer taxes, realized or incurred in connection with any
investments experienced by the Trustee when following or honoring a Participant&#146;s expression of preference for direct investment shall be charged
or credited to the Participant&#146;s Plan account periodically.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 20px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF"
SIZE="2">7.2&nbsp;&nbsp;<I>Ownership.</I>&nbsp;&nbsp;&nbsp;&nbsp;All contributions paid by the Employer and assets of the Trust will at all times be a
general asset of the Employer. No Participant under this Plan shall have any ownership rights whatsoever in any Fund or Funds maintained by the
Employer/Company solely for its convenience until and unless actual payment(s) are directed by the Committee as provided in Article
VI.</FONT></DIV></P>

<P ALIGN="CENTER"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2"><B>ARTICLE VIII<BR> ADMINISTRATION</B></FONT></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 20px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">8.1&nbsp;&nbsp;<I>Duties and Responsibilities of the
Company for Plan and Trust Administration.</I></FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 40px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">In general, the Company, by action of its Board of
Directors, shall have the sole responsibility for establishing any Fund or for accumulating Funds in any Trust or Trusts for its convenience provided
for under</FONT></DIV></P>


<P ALIGN="CENTER"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">6<BR></FONT></P>

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<P ALIGN="LEFT"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">Section 4.1. It shall also have the sole authority to appoint and remove any
Trustees, the members of the Committee, and any Investment Manager that may be provided for under any Trust Agreement established in conjunction with
this Plan, and to amend or terminate, in whole or in part, this Plan or any Trust so established.</FONT></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 40px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">The Committee shall have the sole responsibility for
the administration of this Plan, as described in this Plan and as may be established in any Trust Agreement. The Committee also shall have the right to
designate investment and funding policies if any, under which any Trustee shall act.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 40px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">As provided in any Trust Agreement and within the
scope of any funding and investment policies designated by the Committee, any designated or appointed Trustee, shall have the sole responsibility for
the administration of the Trust and the management of the assets held under the Trust.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 20px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">8.2&nbsp;&nbsp;<I>Allocation of Duties and
Responsibilities.</I>&nbsp;&nbsp;&nbsp;&nbsp;The Committee, by written instrument signed by any of its members, may designate persons other than the
Committee to carry out any of its duties and responsibilities. Any duties and responsibilities thus allocated must be described in the written
instrument if any person other than an Employee of the Company is so designated, such person must acknowledge in writing his acceptance of the duties
and responsibilities thus allocated to him. All such instruments shall be attached to, and shall be made a part of, the Plan.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 20px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">8.3&nbsp;&nbsp;<I>The
Committee.</I>&nbsp;&nbsp;&nbsp;&nbsp;The Committee shall be comprised of at least three persons who shall be appointed by the Company&#146;s Board of
Directors. The Committee members shall serve without compensation; any member may resign by giving written notice addressed to the Board of Directors
of the Company.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 20px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">8.4&nbsp;&nbsp;<I>Voting and
Meetings.</I>&nbsp;&nbsp;&nbsp;&nbsp;The Committee shall act by a majority vote of its members at a meeting, or by written consent of all of its
members without a meeting. The Committee shall schedule regular meetings, although any member may call a special meeting by giving reasonable notice to
the other members.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 20px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF"
SIZE="2">8.5&nbsp;&nbsp;<I>Expenses.</I>&nbsp;&nbsp;&nbsp;&nbsp;The Company shall pay all expenses authorized and incurred by the Committee in the
administration of the Plan, except to the extent that such expenses are paid from the Trust.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 20px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">8.6&nbsp;&nbsp;<I>Other Powers and
Duties.</I>&nbsp;&nbsp;&nbsp;&nbsp;The Committee shall have such duties and powers as may be necessary to discharge its duties hereunder, including,
but not by way of limitation, the following:</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 40px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">(a)&nbsp;&nbsp;To construe and interpret the Plan,
to decide all questions of eligibility, and to determine the amount, manner and time of payment of any benefits hereunder;</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 40px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">(b)&nbsp;&nbsp;To prescribe procedures to be
followed by Participants, Former Participants or Beneficiaries filing applications for benefits;</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 40px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">(c)&nbsp;&nbsp;To prepare and distribute information
explaining the Plan;</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 40px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">(d)&nbsp;&nbsp;To receive from the Company and from
Participants, Former Participants and Beneficiaries such information as shall be necessary for the proper administration of the Plan;</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 40px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">(e)&nbsp;&nbsp;To furnish the Company, upon request,
such annual reports with respect to the administration of the Plan as are reasonable and appropriate;</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 40px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">(f)&nbsp;&nbsp;To receive, review and keep on file
(as it deems convenient or proper) reports of the financial condition (and of the receipts and disbursements) of the Trust Fund from the Trustees;
and</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 40px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">(g)&nbsp;&nbsp;To appoint or employ advisors
(including legal and actuarial counsel) to render advice with regard to any responsibility of the Committee under the Plan, or to assist in the
administration of the Plan.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 40px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">The Committee shall have no power to add to,
subtract from or modify any of the terms of the Plan; or to change or add to any benefits provided by the Plan; or to waive or fail to apply any
requirements of eligibility for a benefit under the Plan.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 20px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">8.7&nbsp;&nbsp;<I>Rules and
Decisions.</I>&nbsp;&nbsp;&nbsp;&nbsp;The Committee may adopt such rules as it deems necessary, desirable or appropriate. All rules and decisions of
the Committee shall be applied uniformly and consistently to all Participants in similar circumstances. When making a determination or calculation, the
committee shall be entitled to rely upon information furnished by a Participant, Former Participant or Beneficiary; the Company, the legal counsel of
the Company or the Trustee.</FONT></DIV></P>


<P ALIGN="CENTER"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">7<BR></FONT></P>

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<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 20px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">8.8&nbsp;&nbsp;<I>Authorization of Benefit
Payment.</I>&nbsp;&nbsp;&nbsp;&nbsp;The Committee shall issue proper directions to the Trustee concerning all Plan benefits the equivalents of which
are to be paid from any Trust Fund or from any other source designated by the Company pursuant to the provisions of the Plan.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 20px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">8.9&nbsp;&nbsp;<I>Application and Forms for
Benefits.</I>&nbsp;&nbsp;&nbsp;&nbsp;The Committee may require a Participant, Former Participant or Beneficiary to complete and file with it an
application for a benefit, and to furnish all pertinent information requested. The Committee may rely upon all such information so furnished to it,
including the Participant&#146;s, Former Participant or Beneficiary&#146;s current mailing address.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 20px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">8.10&nbsp;&nbsp;<I>Facility of
Payment.</I>&nbsp;&nbsp;&nbsp;&nbsp;Whenever, in the Committee&#146;s opinion, a person entitled to receive any payment of a benefit or installment
thereof hereunder is under a legal disability or is incapacitated in any way so as to be unable to manage his financial affairs, the Committee may
direct the Trustee to make payments to such person or to his legal representative or to a relative or friend of such person for his benefit or to apply
the payment for the benefit of such person in such manner as it considers advisable.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 20px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF"
SIZE="2">8.11&nbsp;&nbsp;<I>Liabilities.</I>&nbsp;&nbsp;&nbsp;&nbsp;The committee and each person to whom duties and responsibilities have been
allocated pursuant to Section 8.2, may be identified and held harmless by the Company to the maximum extent permitted by law and in each case as
determined by the Company&#146;s Board of Directors with respect to any breach of alleged responsibilities performed or to be performed
hereunder.</FONT></DIV></P>

<P ALIGN="CENTER"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2"><B>ARTICLE IX<BR> MISCELLANEOUS</B></FONT></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 20px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">9.1&nbsp;&nbsp;<I>Nonguarantee of
Employment.</I>&nbsp;&nbsp;&nbsp;&nbsp;Nothing contained in this Plan shall be construed as a contract of employment between the Company and any
Executive, or as a right of any Executive to be continued in the employment of the Company, or as a limitation of the right of the Company to discharge
any of its Executives, with or without cause.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 20px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">9.2&nbsp;&nbsp;<I>Rights to Trust
Assets.</I>&nbsp;&nbsp;&nbsp;&nbsp;No Executive or Beneficiary shall have any right to, or interest in, any assets of any Trust or Trust Fund
established for the Company&#146;s convenience related or not to this Plan upon Termination of his employment or otherwise, and then only to the extent
of the benefits payable under the Plan to such Executive or Beneficiary as provided or directed by the Committee in discharge of the Company&#146;s
obligations under this Plan.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 20px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">9.3&nbsp;&nbsp;<I>Nonalienation of
Benefits.</I>&nbsp;&nbsp;&nbsp;&nbsp;Except as may be permitted by law, benefits payable under this Plan shall not be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution, or levy of any kind, either voluntary or
involuntary, including any such liability which is for alimony or other payments for the support of a Spouse or former Spouse, or for any other
relative of the Executive, prior to actually being received by the person entitled to the benefit under the terms of the Plan. Any attempt to
anticipate, alienate, sell, transfer, assign, pledge, encumber, charge or otherwise dispose of any right to benefits payable hereunder shall be void.
Neither the Company nor any Trust or Trust Fund shall in any manner be liable for, or subject to, the debts, contracts, liabilities, engagements or
torts of any person entitled to benefits hereunder.</FONT></DIV></P>

<P ALIGN="CENTER"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2"><B>ARTICLE X<BR> AMENDMENTS AND ACTION BY COMPANY</B></FONT></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 20px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">10.1&nbsp;&nbsp;<I>Amendments
Generally.</I>&nbsp;&nbsp;&nbsp;&nbsp;The Company reserves the right to make from time to time any amendments to this Plan and any Trust established
for the Company&#146;s convenience in discharging any obligations under it.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 40px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">No amendment to the Plan shall be made that would
effect a decrease in any Participant&#146;s individual account balance except as provided by Section 6.5.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 20px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">10.2&nbsp;&nbsp;<I>Action by
Company.</I>&nbsp;&nbsp;&nbsp;&nbsp;Any action by the Company under this Plan shall be by a duly adoption resolution of its Board of Directors, or by
any person or persons authorized by a duly adopted resolution of that Board to take such action.</FONT></DIV></P>

<P ALIGN="CENTER"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2"><B>ARTICLE XI<BR> SUCCESSOR EMPLOYER AND MERGER OR CONSOLIDATION OF
PLANS</B></FONT></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 20px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">11.1&nbsp;&nbsp;<I>Successor
Employer.</I>&nbsp;&nbsp;&nbsp;&nbsp;In the event of the dissolution, merger, consolidation, or reorganization of the Company, provision may be made by
which the Plan and Trust will be continued by the successor. In that event, such successor shall be substituted for the Company under the Plan. The
substitution of the successor shall constitute</FONT></DIV></P>


<P ALIGN="CENTER"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">8<BR></FONT></P>

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<P ALIGN="LEFT"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">an assumption of Plan liabilities by the successor, and the successor shall have
all of the powers, duties and responsibilities of the Company under the Plan.</FONT></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 20px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">11.2&nbsp;&nbsp;<I>Plan
Assets.</I>&nbsp;&nbsp;&nbsp;&nbsp;The assets shall be always the general assets of the Employer and the Participant will have no ownership of any
assets until any benefit prescribed under this program is payable to him under this Plan.</FONT></DIV></P>

<P ALIGN="CENTER"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2"><B>ARTICLE XII<BR> PLAN TERMINATION</B></FONT></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 20px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">12.1&nbsp;&nbsp;<I>Right to
Terminate.</I>&nbsp;&nbsp;&nbsp;&nbsp;In accordance with the procedures set forth herein, the Company may terminate the Plan at any time in whole or in
part. To the extent permitted by the Code and regulations thereunder, in the event of the dissolution, merger, consolidation or reorganization of the
Company, the Plan is continued by a successor to the Company in accordance with Section 11.1.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 20px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">IN WITNESS WHEREOF, the corporation has caused this
instrument to executed this 1st day of December 1988.</FONT></DIV></P>

<P ALIGN="LEFT"><DIV STYLE="TEXT-INDENT: 20px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2"></FONT></DIV></P>


<TABLE ALIGN="CENTER" CELLPADDING="0" CELLSPACING="0" BORDER="0" WIDTH="100%">
<TR VALIGN="TOP">
     <TD ALIGN="LEFT"><DIV STYLE="MARGIN-LEFT: 0px; TEXT-INDENT: 0px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">(Corporate
Seal)</FONT></DIV></TD>
     <TD WIDTH=3%>&nbsp;&nbsp;&nbsp;&nbsp;</TD>
     <TD WIDTH=3%>&nbsp;&nbsp;&nbsp;&nbsp;</TD>
     <TD WIDTH=3%>&nbsp;&nbsp;&nbsp;&nbsp;</TD>

     <TD ALIGN="LEFT" COLSPAN="3"><DIV STYLE="MARGIN-LEFT: 0px; TEXT-INDENT: 0px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF"><FONT SIZE="2">K. HOVNANIAN
ENTERPRISES, INC.<BR> By: <U>/s/ Ara K. Hovnanian</U><BR>Ara K. Hovnanian<BR>President<BR>&nbsp;<BR>&nbsp;</FONT></FONT></DIV></TD>
</TR>
<TR VALIGN="TOP">
     <TD ALIGN="LEFT"><DIV STYLE="MARGIN-LEFT: 0px; TEXT-INDENT: 0px"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF"><FONT SIZE="2"><U>/s/ Timothy P. Mason</U><BR>Witness<BR>Timothy
P. Mason<BR>V.P.</FONT></FONT></DIV></TD>
     <TD WIDTH=3%>&nbsp;&nbsp;&nbsp;&nbsp;</TD>
     <TD WIDTH=3%>&nbsp;&nbsp;&nbsp;&nbsp;</TD>
     <TD WIDTH=3%>&nbsp;&nbsp;&nbsp;&nbsp;</TD>

<TD>&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD>&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD>&nbsp;&nbsp;&nbsp;&nbsp;</TD></TR>
</TABLE>
&nbsp;<BR>



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