D.R. HORTON, INC. AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

(a)

" Account " means the account established on behalf of the Participant as described in Section 4.2

(b)

" Administrative Committee " means the committee appointed by the Board to administer the Plan.

(c)

" Affiliate " means any business entity 80% or more owned or controlled by the Company.

(d)

" Agreement " means an agreement for Supplemental Retirement Benefits between the Employer and a Participant in accordance with Section 3.3.

(e)

" Board " means the Board of Directors of the Company.

(f)

" Cause " means any matter that constitutes a violation of the standard of employee conduct set forth in the Company’s Employee Manual as in effect on the date of such termination.

(g)

" Change in Control " means:

(i)

With respect to amounts that were both earned and vested as of December 31, 2004, and any earnings attributable thereto, the occurrence of any of the following events:

(1)

A merger, consolidation or reorganization of the Company into or with another corporation or other legal person if the stockholders of the Company, immediately before such merger, consolidation or reorganization, do not, immediately following such merger, consolidation or reorganization, then own directly or indirectly, more than 50% of the combined voting power of the then-outstanding voting securities of the corporation or other legal person resulting from such merger, consolidation or reorganization in substantially the same proportion as their ownership of Voting Securities (as hereinafter defined) immediately prior to such merger, consolidation or reorganization;

(2)

The Company sells all or substantially all of its assets to another corporation or other legal person, or there is a complete liquidation or dissolution of the Company;

(3)

There is a report filed on Schedule 13D or Schedule 14D-1 (or any successor schedule, form or report), each as promulgated pursuant to the Securities Exchange Act of 1934, as amended (the " Exchange Act "), disclosing that any person (as the term " person " is used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) has become the beneficial owner (as the term " beneficial owner " is defined under Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act) of securities representing 20% or more of the combined voting power of the then-outstanding voting securities of the Company (" Voting Securities ") (computed in accordance with the standards for the computation of total percentage ownership for the purposes of Schedule 13D or Schedule 14D-1 (or any successor schedule, form or report)); or

(4)

The Company files a report or proxy statement with the Securities and Exchange Commission pursuant to the Exchange Act disclosing in response to Form 8-K or Schedule 14A (or any successor schedule, form or report or item therein) that a change in control of the Company has occurred or will occur in the future pursuant to any then-existing contract or transaction.

(ii)

With respect to amounts that are earned and/or become vested on or after January 1, 2005, and any earnings attributable thereto, the occurrence of any of the following events:

(1)

A merger, consolidation or reorganization of the Company into or with another corporation or other legal person if the stockholders of the Company, immediately before such merger, consolidation or reorganization, do not, immediately following such merger, consolidation or reorganization, then own directly or indirectly, at least 50% of the combined voting power of the then-outstanding voting securities of the corporation or other legal person resulting from such merger, consolidation or reorganization in substantially the same proportion as their ownership of Voting Securities (as defined above) immediately prior to such merger, consolidation or reorganization;

(2)

The Company sells all or substantially all of its assets to another corporation or other legal person, or there is a complete liquidation or dissolution of the Company, in each case, subject to the requirements of Section 409A of the Code and any regulations or other guidance issued thereunder;

(3)

There is a report filed on Schedule 13D or Schedule 14D-1 (or any successor schedule, form or report), each as promulgated pursuant to the Exchange Act of 1934 disclosing that any person or group has acquired, either in one transaction or in a series of transactions over a 12-month period ending on the date of the most recent acquisition, the beneficial ownership of securities representing more than 35% of the combined voting power of the then-outstanding Voting Securities (computed in accordance with the standards for the computation of total percentage ownership for the purposes of Schedule 13D or Schedule 14D-1 (or any successor schedule, form or report));

(4)

There is a report filed on Schedule 13D or Schedule 14D-1 (or any successor schedule, form or report), each as promulgated pursuant to the Exchange Act of 1934 disclosing that any person or group has become the beneficial owner of securities representing 50% or more of the combined voting power of the then-outstanding Voting Securities (computed in accordance with the standards for the computation of total percentage ownership for the purposes of Schedule 13D or Schedule 14D-1 (or any successor schedule, form or report));. Notwithstanding the provisions set forth above, a "Change in Control" shall not be deemed to have occurred for purposes of this Plan solely because (i) the Company, (ii) any Affiliate, or (iii) any employee stock ownership plan or any other employee benefit plan of the Company or any Affiliate either files or becomes obligated to file a report or a proxy statement under or in response to Schedule 13D, Schedule 14D-1, Form 8-K or Schedule 14A (or any successor schedule, form or report or item therein) under the Exchange Act disclosing beneficial ownership by it of Voting Securities, whether in excess of 20% or otherwise, or because the Company reports that a change in control of the Company has occurred or will occur in the future by reason of such beneficial ownership. For purposes of calculating beneficial ownership pursuant to this subsection, any Voting Securities held by Donald R. Horton as of the date hereof or received by Donald R. Horton in connection with any merger involving the Company and any affiliate of the Company shall not be included in the calculation of beneficial ownership.

(h)

" Code " means the Internal Revenue Code of 1986, as amended.

(i)

" Company " means D.R. Horton, Inc., a Delaware corporation, and any successor thereto.

(j)

" Compensation " means an employee’s Salary, Incentive Compensation, and other compensation paid by the Employer for the Plan Year.

(k)

" Disabled " means that a Participant either (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Employer.

(l)

" Eligible Employee " has the meaning set forth in Section 3.1.

(m)

" Employer " means the Company and each Affiliate of the Company.

(n)

" Incentive Compensation " means such bonuses and other non periodic amounts (not including equity compensation) payable to an employee in addition to his Salary for services rendered during the Plan Year, which may be paid to the employee in the following Plan Year as determined by the Employer in accordance with its general policies and procedures and its sole discretion. Whether a payment qualifies as "Incentive Compensation" shall be determined by the Administrative Committee in its sole discretion.

(o)

" Participant " means an Eligible Employee of the Employer who is participating in the Plan in accordance with Section 3.2.

(p)

" Plan " means the D.R. Horton, Inc. Amended and Restated Supplemental Executive Retirement Plan No. 2, as set forth herein, and as it may be amended from time to time.

(q)

" Plan Year " means October 1st through September 30th.

(r)

" Salary " means the base annual compensation payable to an employee by the Employer for services rendered during a Plan Year, before reduction for amounts deferred pursuant to the D.R. Horton, Inc. Deferred Compensation Plan or to the D.R. Horton, Inc. Profit Sharing Plus Plan, or any other deferred compensation, 401(k), or cafeteria plan, which is payable in cash to the employee for services to be rendered during the Plan Year; provided that "Salary" shall exclude Incentive Compensation that may be paid by the Employer to an employee with respect to the Plan Year.

(s)

" Supplemental Retirement Benefit " means the deferred compensation benefit of a Participant as determined under Article IV.