Underwriting Agreement, dated February 5, 2003, regarding the Additional Notes

EXHIBIT 4.22

OFFICERS’ CERTIFICATE PURSUANT TO THE
INDENTURE IDENTIFIED BELOW

               The undersigned Kelly M. Allred, Vice President and Treasurer of KB HOME, a Delaware corporation (the “Issuer”), and Kimberly N. King, Corporate Secretary and Vice President, Corporate Legal Affairs of the Issuer:

          (1) Form and terms of the Additional Notes authorized hereby:

          (2) Limit on the aggregate principal amount of Notes (as defined in the Initial Officers’ Certificate) (except for Notes authenticated and delivered upon registration of transfer, or in exchange for, or in lieu of, other Notes pursuant to Section 2.8, 2.9, 2.11, 8.5 or 12.3 of the Indenture or Section 10 of the Initial Officers’ Certificate or pursuant to any provision of the Indenture providing for redemption, repayment or repurchase of Notes in whole or in part):

          (3) Sale price of the Notes:

          (4) Each of the undersigned hereby further certifies, pursuant to Section 2.4(3) of the Indenture, that the form and terms of the Additional Notes authorized hereby have been established pursuant to Sections 2.1 and 2.3 of the Indenture and comply with the Indenture.

[Remainder of Page Intentionally Left Blank]

               IN WITNESS WHEREOF, we have executed this Certificate on behalf of the Issuer this 7th day of February, 2003.

[SEAL]

Appendix A

Officers’ Certificate dated January 27, 2003

See Attached.

OFFICERS’ CERTIFICATE PURSUANT TO THE
INDENTURE IDENTIFIED BELOW

     The undersigned Kelly M. Allred, Vice President and Treasurer of KB HOME, a Delaware corporation (the “Issuer”), and Kimberly N. King, Corporate Secretary and Vice President, Corporate Legal Affairs of the Issuer:

     (1)  Designation of Securities of the series:

     (2)  Limit on the aggregate principal amount of Notes (except for Notes authenticated and delivered upon registration of transfer, or in exchange for, or in lieu of, other Notes pursuant to Section 2.8, 2.9, 2.11, 8.5 or 12.3 of the Indenture, or Section 10 of this Officers’ Certificate or pursuant to any provision of the Indenture providing for redemption, repayment or repurchase of Notes in whole or in part):

     (3)  Date on which the principal of Notes is payable at maturity:

     (4)  Interest on the Notes:

     (5)  Place or places where Notes shall be payable:

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     (6)  Redemption of Notes at the option of the Issuer; absence of sinking fund:

     (7)  Repurchase of Notes at option of the Holders upon Change of Control:

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     (8)  Effect of Change of Control Repurchase Notice; Right of Withdrawal:

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     (9)  Deposit of Change of Control Repurchase Price:

     (10)  Notes repurchased in part:

     (11)  Covenant to comply with securities laws upon repurchase of Notes:

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     (12)  Redemption of the Notes at the option of the Issuer with Net Cash Proceeds of Equity Offerings.

     (13)  Denominations in which Notes are issuable, if other than $1,000 and any integral multiples thereof:

     Not Applicable.

     (14)  If other than the principal amount thereof, the portion of the principal amount of Notes payable on declaration of acceleration:

     Not Applicable.

     (15)  Whether Notes are issuable as Registered Securities, Unregistered Securities (with or without interest coupons), or any combination thereof:

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     (16)  Any other terms of Notes:

     The Issuer covenants and agrees for the benefit of the Holders of the Notes as follows:

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     (17)  Initial public offering price of Notes:

     In the case of Notes to be issued on the Closing Date, the Issuer will sell such Notes to underwriters for 98.444% of the principal amount thereof. In the case of any Additional Notes originally issued after the Closing Date, the Issuer may sell such Additional Notes to such Persons and at such prices as the Issuer may determine from time to time.

     (18)  Underwriting discount as a percentage of the principal amount of Notes:

     Not applicable.

     (19)  If other than Dollars, the coin or currency in which payment of principal of and interest on the Notes shall be payable and in which the Notes shall be denominated.

     Not applicable.

     (20)  Terms defined for purposes of this Officers’ Certificate and the issuance of the Notes:

     All references in the Indenture to the Secretary of the Issuer shall be deemed to include a reference to the Corporate Secretary of the Issuer.

     “2000 Revolving Credit Facility” means the 2000 Revolving Loan Agreement, dated as of October 3, 2000, among the Issuer, the banks party thereto, Bank of America, N.A., as administrative agent, Credit Lyonnais Los Angeles Branch, as syndication agent, Bank One, NA,

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as documentation agent, and Banc of America Securities LLC, as lead arranger and sole book manager, and any credit facility which is an extension, renewal or replacement thereof.

     “Acquired Indebtedness” means:

     “Additional Notes” means Notes, if any, originally issued under the Indenture after the Closing Date and which are of the same series as the Notes issued on the Closing Date.

     “Associate” shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations under the Exchange Act, as in effect on February 8, 2001.

     “Capital Stock” of any Person means any and all shares, interests, participations or other equivalents (however designated) in or of the equity (which includes, but is not limited to, common stock, preferred stock and partnership and joint venture interests) of such Person.

     “Capitalized Lease Obligation” means an obligation under a Capital Lease and the amount of Indebtedness represented by such obligation shall be the capitalized amount of such obligation determined in accordance with GAAP.

     A “Change of Control” shall be deemed to have occurred at such time as either of the following events shall occur:

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provided, however, that a Person shall not be deemed beneficial owner of, or to own beneficially,

     Notwithstanding the foregoing, a Change of Control shall not be deemed to have occurred if at any time the Issuer, any Subsidiary of the Issuer, any employee stock ownership plan or any other employee benefit plan of the Issuer or any Subsidiary of the Issuer, or any Person holding the Issuer’s Voting Stock for or pursuant to the terms of any such employee benefit plan, files or becomes obligated to file a report under or in response to Schedule 13D or Schedule TO (or any successor schedule, form or report) under the Exchange Act disclosing beneficial ownership by it of shares of Voting Stock, whether in excess of 50% or otherwise.

     “Change of Control Business Day” means a day on which banking institutions are not authorized or required by law or regulation to close in The City of New York.

     “Closing Date” means January 27, 2003.

     “Common Stock” of any Person means all Capital Stock of such Person that is generally entitled to:

     “Consolidated Adjusted Net Income” of the Issuer means, for any period, the Consolidated Net Income of the Issuer and its Restricted Subsidiaries for such period, provided that

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     “Consolidated Fixed Charge Coverage Ratio” means, for any period, the ratio of:

provided, however, that in making such computation, the Consolidated Interest Expense attributable to interest on any Indebtedness computed on a pro forma basis and bearing a floating interest rate shall be computed as if the rate in effect on the date of computation had been the applicable rate for the entire period unless such interest rate has been fixed by hedging or other similar contracts or agreements, in which case such interest rate shall be deemed to be equal to such fixed rate of interest.

     “Consolidated Interest Expense” means, for any period, the aggregate amount of interest which, in conformity with GAAP, would be set forth opposite the caption “interest expense” or any like caption on a consolidated income statement of the Issuer and its Restricted Subsidiaries (including, but not limited to, imputed interest on Capitalized Lease Obligations, all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing, the net costs associated with hedging obligations, amortization of other financing fees and expenses, the interest portion of any deferred payment obligation, amortization of discount or premium, if any, and all other non-cash interest expense (other than previously capitalized interest amortized to cost of sales)) plus, without duplication, all capitalized interest of the Issuer and its Restricted Subsidiaries for such period and all interest incurred or paid by the Issuer or any of its Restricted Subsidiaries under any guarantee of Indebtedness (including a guarantee of principal, interest or any combination thereof) of the Issuer for such period, in each case determined on a consolidated basis in accordance with GAAP.

     “Consolidated Net Income” of the Issuer means, for any period, the consolidated Net Income of the Issuer and its Restricted Subsidiaries for such period, determined in accordance with GAAP.

     “Consolidated Net Worth” means the consolidated shareholders’ equity of the Issuer; provided that, for purposes of computing Consolidated Net Worth, all Subsidiaries of the Issuer whose accounts are consolidated with those of the Issuer under GAAP shall be treated as if they were Wholly Owned Subsidiaries of the Issuer, whether or not they are in fact Wholly Owned Subsidiaries of the Issuer.

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     “Consolidated Tax Expense” of the Issuer means, for any period, the consolidated federal, state, local and foreign tax expense of the Issuer and its Restricted Subsidiaries for such period, determined in accordance with GAAP.

     “Default” means any event or condition which is or, with notice or lapse of time or both, would be an Event of Default.

     “Disqualified Capital Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, matures or is mandatorily redeemable other than solely for Qualified Capital Stock, pursuant to a sinking fund obligation or otherwise, or is redeemable or required to be repurchased or repaid at the option of the holder thereof for consideration other than solely for Qualified Capital Stock, in whole or in part, on or prior to the final maturity date of the Notes; provided that, in the case of any Restricted Domestic Subsidiary through which the Issuer conducts any real estate joint venture, the fact that any participant in such joint venture who holds Capital Stock of such Restricted Domestic Subsidiary may have the right, pursuant to a “buy-sell” agreement or similar arrangement, to require that the Issuer or any other Subsidiary of the Issuer purchase such Capital Stock from such joint venturer, shall not cause such Capital Stock to be deemed Disqualified Capital Stock.

     “Equity Method Person” means, as of any date of determination, any Person (other than a Subsidiary of the Issuer) which is or is required to be accounted for by the Issuer by the equity method of accounting in the Issuer’s consolidated financial statements in accordance with GAAP.

     “Equity Offering” means any public or private sale of Common Stock of the Issuer (excluding Disqualified Capital Stock), other than public offerings with respect to Common Stock of the Issuer registered on Form S-8 (or any successor form).

     “Event of Default”, when used with respect to the Notes, has the meaning specified in the Section 24(a) of this Officers’ Certificate.

     “Exchange Act” means the Securities Exchange Act of 1934, as amended.

     “Excluded Debt” means any Indebtedness of the Issuer or its Restricted Subsidiaries which is:

     “Existing Credit Facilities” means the 2000 Revolving Credit Facility and the 2000 Term Loan Agreement, dated as of October 3, 2000 among the Issuer, the banks party thereto, Bank of America N.A., as administrative agent, Credit Lyonnais Los Angeles Branch, as syndication agent, Bank One, NA, as documentation agent, and Banc of America Securities LLC, as lead

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arranger and sole book manager, and any credit facility which is an extension or renewal thereof (including, in each case, any increase in the amount of credit available thereunder).

     “Existing Indebtedness” means all Indebtedness of the Issuer and its Restricted Subsidiaries that is outstanding on the Closing Date.

     “GAAP” means generally accepted accounting principles as in effect and implemented by the Issuer from time to time.

     A “guarantee” by any Person means any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any Indebtedness of any other Person including, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person to purchase or pay principal of or interest on (or advance or supply funds or pledge assets for the purchase or payment of or payment of interest on) Indebtedness of such other Person (whether by agreement to provide additional capital or to maintain financial condition or other similar agreement).

     “incur” has the meaning set forth in Section 16(a) of this Officers’ Certificate.

     “Indebtedness” means:

The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations described above and the maximum liability of such Person for any such contingent obligations at such date. To the extent such Person guarantees the obligation of another Person to pay interest on Indebtedness owed by such other Person, then a

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designated percentage of the interest guaranteed or the principal amount of the underlying Indebtedness, as the case may be, shall be deemed Indebtedness of the referent Person. For purposes of this definition, the amount of such deemed Indebtedness of the referent Person shall be equal to the lesser of (a) the aggregate principal amount of the underlying Indebtedness relating to such interest guarantee and (b) the aggregate amount of interest due and payable over the term of such Indebtedness (or the term of the Notes, if shorter) determined based upon the rate of interest in effect as of the date of such determination, together with the maximum prepayment premium or penalty which could become due or payable with respect to such Indebtedness if such Indebtedness were prepaid prior to the maturity of the Notes.

     “Investment” of any Person means:

     “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or other similar encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law (including, without limitation, any conditional sale or other title retention agreement and any lease in the nature thereof, any option or other agreement to sell, and any filing of, or agreement to give, any financing statement under the Uniform Commercial Code (or equivalent statute) of any jurisdiction).

     “Mortgage Finance Subsidiary” means KB Home Mortgage Company, an Illinois corporation.

     “Net Cash Proceeds” means the cash proceeds received by the Issuer from any Equity Offering, net of attorney’s fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

     “Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP, excluding, however,

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     “Non-Recourse Indebtedness” means Indebtedness secured by a Lien on property to the extent that the liability for such Indebtedness (and any interest thereon) is limited to the security of such property without liability on the part of the Issuer or any of its Subsidiaries for any deficiency, including liability by reason of any agreement by the Issuer or any of its Subsidiaries to provide additional capital or maintain the financial condition of or otherwise support the credit of the Person incurring such Indebtedness.

     “Notes” means the 7 3/4% Senior Subordinated Notes due 2010 of the Issuer issued under the Indenture, including, without limitation, any Additional Notes which may be issued.

     “Permitted Liens” means:

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     “Qualified Capital Stock” means Capital Stock other than Disqualified Capital Stock.

     “Refinancing Indebtedness” means Indebtedness that solely refunds, refinances or extends, and is incurred within six months of the scheduled maturity date or a mandatory repurchase date or optional redemption date of, any Notes, Existing Indebtedness (excluding any Existing Indebtedness repaid with the proceeds from the sale of the Notes) or other Indebtedness incurred by the Issuer or its Restricted Subsidiaries pursuant to the terms of the Indenture and the Notes, but only to the extent that:

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     “Restricted Domestic Subsidiary” means, as of any date of determination, a Restricted Subsidiary

     “Restricted Foreign Subsidiary” means, as of any date of determination, a Restricted Subsidiary that is not a Restricted Domestic Subsidiary.

     “Restricted Payment” means, with respect to any Person,

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provided, however, that with respect to the Issuer and its Restricted Subsidiaries, Restricted Payments shall not include:

     “Restricted Significant Subsidiary” means any Restricted Subsidiary which is a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X under the Securities Act of 1933, as amended, and the Exchange Act (as such Regulation S-X was in effect on June 1, 1996).

     “Restricted Subsidiary” means a Subsidiary of the Issuer which is not, as of the determination date, an Unrestricted Subsidiary.

     “Subsidiary” of any Person means:

     “Substitute Credit Facility” means any credit facility of the Issuer which is created subsequent to the Closing Date and which replaces all or part of the Existing Credit Facilities or a Substitute Credit Facility (and which may provide for an increase in the amount of credit available thereunder), so long as the Issuer is the borrower under such Substitute Credit Facility.

     “Unrestricted Subsidiary” means:

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provided that, in each case referred to in clause (a), (b), (c) or (d), the creditors of such Subsidiary have no direct or indirect recourse (including, but not limited to, recourse with respect to the payment of principal of or interest on Indebtedness of such Subsidiary) to the Issuer or any of its Restricted Subsidiaries.

The Board of Directors of the Issuer may designate an Unrestricted Subsidiary to be a Restricted Subsidiary; provided that no such designation shall result in any Restricted Subsidiary becoming a Subsidiary of any Unrestricted Subsidiary; and provided, further that:

Subject to the foregoing, the Board of Directors of the Issuer also may designate any Restricted Subsidiary (together with its Subsidiaries (if any)) to be an Unrestricted Subsidiary; provided that:

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Any designation by the Board of Directors described above shall be evidenced to the Trustee by the filing with the Trustee of a certified copy of the resolution of the Issuer’s Board of Directors giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing conditions and setting forth the underlying calculations supporting such certification. As of the date of this Officers’ Certificate, the only Unrestricted Subsidiaries are the Mortgage Finance Subsidiary and its Subsidiaries.

     “Voting Stock” means, with respect to any Person, the Capital Stock of such Person having general voting power under ordinary circumstances to elect at least a majority of the board of directors, managers or trustees of such Person (irrespective of whether or not at the time Capital Stock of any other class or classes shall have or might have voting power by reason of the happening of any contingency).

     “Weighted Average Life to Maturity” means, when applied to any Indebtedness or portion thereof at any date, the number of years obtained by dividing:

     “Wholly Owned” means, with respect to any Subsidiary of any Person, the ownership of all of the outstanding Capital Stock of such Subsidiary (other than any directors’ qualifying shares or Investments by foreign nationals mandated by applicable law) by such Person or one or more other Wholly Owned Subsidiaries of such Person.

     (21)  The Notes will be in substantially the form attached hereto as Exhibit A (with such changes in such form as may be approved by any officer of the Issuer executing any such Note, such approval to be conclusively evidenced by the execution thereof by such officer), and the terms of the Notes as set forth in Exhibit A are hereby incorporated by reference in and shall be deemed to be a part of this Officers’ Certificate and the Indenture.

     (22)  SunTrust Bank, as successor to SunTrust Bank, Atlanta, shall be the Trustee and the initial paying agent, transfer agent and registrar for the Notes and shall be empowered so to act through its agent in the Borough of Manhattan, The City of New York.

     (23)  Terms, whether or not capitalized, used in this Officers’ Certificate and not defined herein which are defined in the Indenture (other than terms defined in another Officers’ Certificate establishing the form or terms of another series of Securities under the Indenture) shall have the respective meanings given them in the Indenture. In addition, the terms “Event of Default” and “Subsidiary”, when used in the Indenture with respect to the Notes, shall have the respective meanings set forth in this Officers’ Certificate rather than the respective meanings set forth in Section 1.1 of the Indenture.

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     (24)  Any deletions from, modifications of or additions to the defined terms, Events of Default, covenants and other provisions of the Indenture with respect to the Notes:

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     (25)  Captions and headings in this Officers’ Certificate are for convenience of reference only and shall not affect the construction hereof.

     (26)  Each of the undersigned hereby further certifies, pursuant to Section 2.4(3) of the Indenture, that the form and terms of the Notes have been established pursuant to Sections 2.1 and 2.3 of the Indenture and comply with the Indenture.

     (27)  The Notes will rank pari passu with the Issuer’s 9-5/8% Senior Subordinated Notes due 2006, 9-1/2% Senior Subordinated Notes due 2011 and 8-5/8% Senior Subordinated Notes due 2008.

     (28)  The Issuer will not under any circumstances be required to pay any additional amounts of the nature described in Section 2.3(16) of the Indenture on Notes held by any Persons

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who are not U.S. Persons in respect of any tax, assessment or governmental charge withheld or deducted with respect to payments made on account of the Notes.

[Signature page follows]

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     IN WITNESS WHEREOF, we have executed this Certificate on behalf of the Issuer this 27th day of January, 2003.

[SEAL]

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EXHIBIT A

FORM OF NOTE

[FACE OF NOTE]

KB HOME

7 3/4% Senior Subordinated Note due 2010

     [This paragraph to be included in Global Notes only —THIS NOTE IS A REGISTERED GLOBAL SECURITY UNDER THE INDENTURE DESCRIBED ON THE REVERSE HEREOF. AS SUCH, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.]

     [This paragraph to be included in Global Notes only — Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]

     KB Home, a Delaware corporation (the “Issuer”, which term, as used herein, includes its successors under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to               , or registered assigns, the principal sum of                Dollars at the Issuer’s office or agency for said purpose in the Borough of Manhattan, The City of New York, on February 1, 2010, in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest, semi-annually in arrears on February 1 and August 1 of each year, commencing August 1, 2003, on said principal sum in like coin or currency, at the rate of 7 3/4% per annum at said office or agency from the February 1 or the August 1, as the case may be, next preceding the date of this Note to which interest on the Notes has been paid or duly

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provided for, unless the date hereof is a date to which interest on the Notes has been paid or duly provided for, in which case from the date of this Note, or unless no interest has been paid or duly provided for on the Notes, in which case from January 27, 2003, until payment of said principal sum has been made or duly provided for. Notwithstanding the foregoing, if the date hereof is after January 15 or July 15, as the case may be, and before the following February 1 or August 1, respectively, this Note shall bear interest from such February 1 or August 1; provided, that if the Issuer shall default in the payment of interest due on such February 1 or August 1, then this Note shall bear interest from the next preceding February 1 or August 1 to which interest on the Notes has been paid or duly provided for or, if no interest has been paid or duly provided for on the Notes, from January 27, 2003. The interest so payable on any February 1 or August 1 will, except as otherwise provided in the Indenture referred to on the reverse hereof, be paid to the Person in whose name this Note is registered at the close of business on the January 15 or July 15 next preceding such February 1 or August 1, respectively, whether or not such date is a Business Day; provided that, except as otherwise provided in the Indenture referred to on the reverse hereof, interest may be paid, at the option of the Issuer, by mailing a check therefor payable to the Holder entitled thereto at his last address as it appears on the Note register or by wire transfer.

     Reference is made to the further provisions set forth on the reverse hereof. Such further provisions shall for all purposes have the same effect as though fully set forth at this place.

     This Note shall not be valid or obligatory until the certificate of authentication hereon shall have been duly signed by the Trustee acting under the Indenture.

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     IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed under its corporate seal.

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities referred to in the within-mentioned Indenture.

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[REVERSE OF NOTE]

KB HOME

7 3/4% Senior Subordinated Note due 2010

     This Note is one of a duly authorized issue of 7 3/4% Senior Subordinated Notes due 2010 (the “Notes”) of the Issuer, issued pursuant to an indenture dated as of November 19, 1996 (as the same may be amended or supplemented from time to time, the “Indenture”, which term as used herein, includes the form and terms of the Notes established by that certain Officers’ Certificate of the Issuer dated January 27, 2003), duly executed and delivered by the Issuer to SunTrust Bank, as successor to SunTrust Bank, Atlanta, trustee (herein called, together with any successor in such capacity, the “Trustee”). Reference is hereby made to the Indenture and all indentures supplemental thereto for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Issuer and the Holders of the Notes.

     Anything in this Note or the Indenture to the contrary notwithstanding, if any principal of or premium, if any, or interest on the Notes is not paid when due, then such overdue principal, premium, if any, and interest shall, to the fullest extent permitted by law, bear interest at the rate of 7 3/4% per annum until paid.

     The indebtedness evidenced by, and the payment of the principal of and premium, if any, and interest on, and any other amount owing in respect of, the Notes is, to the extent and in the manner provided in the Indenture, expressly made subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness (as defined in the Indenture) of the Issuer, and each Holder of this Note, by his acceptance hereof, agrees to and shall be bound by all the provisions of the Indenture relating to such subordination and authorizes and directs the Trustee to take such action on his behalf as may be necessary or appropriate to acknowledge or effectuate the subordination of the indebtedness evidenced by this Note as provided in the Indenture and appoints the Trustee his attorney-in-fact for any and all such purposes.

     In case an Event of Default shall have occurred and be continuing, the principal of and accrued interest on all the Notes may be declared due and payable, in the manner and with the effect, and subject to the conditions, provided in the Indenture. The Indenture provides that in certain events such declaration and its consequences may be rescinded and annulled by the Holders of a majority in aggregate principal amount of the Notes then Outstanding and that, prior to any such declaration, such Holders may waive any past default under the Indenture except a default in the payment of principal of or premium, if any, or interest on any of the Notes or a default in respect of another covenant or provision of the Indenture that cannot be modified or amended without the consent of each Holder affected and subject to certain further exceptions. Any such waiver, rescission or annulment by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders and owners of this Note and any

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Note which may be issued in exchange or substitution herefor, whether or not any notation thereof is made upon this Note or such other Notes.

     To the extent permitted by, and as provided and subject to the limitations in, the Indenture, the Issuer and the Trustee, with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes then Outstanding, may execute supplemental indentures adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or any supplemental indenture or modifying in any manner the rights of the Holders.

     No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of, and premium, if any, and interest on this Note at the place, times and rate, and in the coin and currency, herein prescribed.

     The Notes are issuable only as Registered Securities without coupons in denominations of $1,000 and any integral multiple of $1,000.

     At the office or agency of the Issuer referred to on the face hereof, and in the manner and subject to the limitations provided in the Indenture, Notes may be exchanged for a like aggregate principal amount of Notes of other authorized denominations.

     Upon due presentation for registration of transfer of this Note at the above-mentioned office or agency of the Issuer, a new Note or Notes of authorized denominations, for a like aggregate principal amount, will be issued to the transferee as provided in the Indenture.

     No service charge shall be made for any such transfer or any such exchange of any Note, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.

     The Notes may be redeemed at the option of the Issuer, in whole or from time to time in part, on any date on and after February 1, 2007 and prior to maturity, upon not less than 30 nor more than 60 days’ notice given in accordance with the provisions of the Indenture, at the redemption prices (expressed as percentages of the principal amount thereof) set forth below, together with accrued and unpaid interest to the date fixed for redemption (provided that payments of interest becoming due on or prior to a date fixed for redemption of the Notes shall be payable to the Holders of the Notes registered as such at the close of business on the relevant record date, subject to the terms and provisions of the Indenture), if redeemed during the 12-month period beginning February 1 of the years indicated below:

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     At any time prior to February 1, 2006, the Issuer at its option may redeem Notes in an aggregate principal amount equal to up to 35% of the original aggregate principal amount of the Notes (including any Additional Notes) with the Net Cash Proceeds of one or more Equity Offerings, at any time or from time to time, at a redemption price equal to 107.75% of the principal amount plus accrued interest to the date fixed for redemption (provided that payments of interest becoming due on or prior to a date fixed for redemption of the Notes shall be payable to the Holders of the Notes registered as such at the close of business on the relevant record date, subject to the terms and provisions of the Indenture); provided that Notes (including any Additional Notes) with an aggregate principal amount equal to at least $162,500,000 remain outstanding after each such redemption; and provided further that notice of any such redemption is mailed within 60 days after the closing date of the applicable Equity Offering and, in any event, not less than 30 nor more than 60 days prior to the applicable redemption date, all in accordance with the requirements of the Indenture.

     If less than all of the Notes are called for redemption, the Trustee shall select, in such manner as it deems appropriate and fair, the Notes (or portions thereof) to be redeemed.

     Subject to payment by the Issuer of a sum sufficient to pay the amount due on redemption, interest on this Note (or portion hereof if this Note is redeemed in part) shall cease to accrue upon the date duly fixed for redemption of this Note (or portion hereof if this Note is redeemed in part).

     If at any time there occurs a Change of Control with respect to the Issuer, each Holder of Notes will have the right, at such Holder’s option, to require the Issuer to repurchase all of such Holder’s Notes, or a portion thereof which is a principal amount of $1,000 or any integral multiple thereof, on the date (the “Change of Control Repurchase Date”) that is 30 Change of Control Business Days after the date of the Change of Control at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the Change of Control Repurchase Date, all upon the terms and subject to the conditions set forth in the Indenture.

     The Indenture includes a number of restrictive covenants affecting the Issuer and certain of its subsidiaries. These restrictive covenants are subject to a number of important qualifications and exceptions and reference is made to the Indenture for a description thereof.

     The Issuer, the Trustee, and any agent of the Issuer or the Trustee, may deem and treat the Holder hereof as the absolute owner of this Note (whether or not this Note shall be overdue and notwithstanding any notation of ownership or other writing hereon), for the purpose of receiving payment of, or on account of, the principal hereof and premium, if any, hereon and, subject to the provisions in the Indenture, interest hereon and for all

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other purposes, and neither the Issuer nor the Trustee nor any agent of the Issuer or the Trustee shall be affected by any notice to the contrary.

     No recourse under or upon any obligation, covenant or agreement contained in the Indenture or in this Note or because of any indebtedness evidenced hereby shall be had against any incorporator, as such, or against any past, present or future shareholder, officer or director, as such, of the Issuer or of any successor, either directly or through the Issuer or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly (to the extent permitted by law) waived and released by the acceptance hereof and as part of the consideration for the issue hereof.

     Certain of the Issuer’s obligations under this Note and under the Indenture with respect to the Notes may be terminated if the Issuer irrevocably deposits with the Trustee money or U.S. Government Obligations sufficient to pay and discharge the entire indebtedness on all of the Notes, all upon the terms and subject to the conditions set forth in the Indenture.

     This Note shall be governed by and construed in accordance with the laws of the State of New York.

     Terms (whether or not capitalized) used in this Note and not defined herein which are defined in the Indenture shall have the respective meanings ascribed thereto in the Indenture.

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ABBREVIATIONS

     The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations.

                         UNIF GIFT MIN ACT—                                Custodian                                

                                                                                       (Cust)                                 (Minor)

                         under Uniform Gifts to Minors Act                                        

                                                                                                        (State)

     Additional abbreviations may also be used though not in the above list.

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ASSIGNMENT/TRANSFER FORM

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto (Please Insert Social Security or Other Identifying Number of Assignee)

the within Note and all rights thereunder, hereby irrevocably constituting and appointing

attorney to transfer said Note on the books of the Issuer, with full power of substitution in the premises.

     Dated:

     NOTICE: The signature to this assignment must correspond with the name as                                                   written upon the face of the within instrument in every particular, without alteration or enlargement          or any change whatever.

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