AMENDED AND RESTATED RESTRICTED STOCK UNIT AGREEMENT. This AMENDED AND RESTATED RESTRICTED STOCK UNIT AGREEMENT ("AGREEMENT") is made as of October 20, 2000, between Avatar Holdings Inc., a Delaware corporation (the "COMPANY") and Gerald D. Kelfer (the "PARTICIPANT") and amends and restates in its entirety, the restricted stock unit agreement dated December 7, 1998 between the Company and the Participant (the "ORIGINAL AGREEMENT"). W I T N E S S E T H WHEREAS, the Participant is currently employed as President and Chief Executive Officer of the Company; WHEREAS, the Participant was awarded an opportunity to receive 100,000 Performance Conditioned Restricted Stock Units pursuant to the Original Agreement; and WHEREAS, the Company and the Participant wish to amend and restate the terms of the Original Agreement, all upon the terms hereinafter set forth; NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the parties hereto agree that the Original Agreement is amended and restated in its entirety to read as follows: 1. AWARD. Pursuant to the provisions of the Amended and Restated 1997 Incentive and Capital Accumulation Plan, as the same may be amended, modified and supplemented (the "PLAN"), the Incentive Plan Committee (the "COMMITTEE") of the Board of Directors of the Company (the "BOARD") awards to the Participant, as of December 7, 1998, subject to the terms and conditions of the Plan and subject further to the terms and conditions herein set forth (and subject to the approval of an amendment to the Plan (the "PLAN AMENDMENT") by the Company's stockholders at the 2001 Annual Meeting or at a special meeting of stockholders on or before December 31, 2001 (the STOCKHOLDER APPROVAL"), an opportunity to receive 100,000 Performance Conditioned Restricted Stock Units ("UNITS"). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Plan. This award is intended to constitute a Performance-Based Award within the meaning of the Plan.