D.R. Horton Deferred Compensation Plan

Exhibit 10.1 D.R. Horton Deferred Compensation Plan Amended and Restated Effective January 1, 2005

TABLE OF CONTENTS

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D.R. Horton Deferred Compensation Plan ARTICLE 1
ESTABLISHMENT AND PURPOSE 1.1 Establishment . D.R. Horton, Inc., a Delaware corporation (the "Company"), established the D.R. Horton, Inc. Supplemental Executive Retirement Plan No. 1 (the "Supplemental Plan"), an unfunded deferred compensation plan for a select group of management or highly compensated employees, effective as of November 15, 1993. Effective as of July 1, 2000, Schuler Homes, Inc. established the Schuler Homes, Inc. Deferred Compensation Plan for Directors and Key Employees (the "Schuler Plan"), which also is an unfunded deferred compensation plan maintained primarily for the purpose of providing deferred compensation to members of the Board of Directors and a select group of management or highly compensated employees. Effective February 21, 2002, Schuler Homes, Inc. merged with and into the Company, and the Company became the sponsor of the Schuler Plan. For sake of efficiency, the Company wishes to consolidate and restate the Schuler Plan and the Supplemental Plan into one uniform plan of benefits for the participants of such plans and to provide a select group of management or highly compensated employees and nonemployee directors who are selected to participate the opportunity to defer compensation on a pre-tax basis. The Company established this deferred compensation plan, known as the "D.R. Horton Deferred Compensation Plan" (the "Plan"), effective June 15, 2002, for a select group of employees and directors, which is the successor to and supersedes the Supplemental Plan and the Schuler Plan. In particular, the Schuler Plan was merged with and into the Supplemental Plan, with the Supplemental Plan being the Surviving Plan, which changed its name to the Plan, all effective as of June 15, 2002. Except as expressly provided herein, all amounts deferred under the Supplemental Plan or the Schuler Plan shall be payable under the terms of the Plan as of the effective date. The Plan hereby is amended and restated, effective January 1, 2005, and is intended as good faith compliance with the American Jobs Creation Act of 2004 with respect to amounts earned or that become vested on and after January 1, 2005. The Plan is intended to be an unfunded plan maintained primarily to provide deferred compensation benefits for a select group of "management or highly compensated employees" within the meaning of sections 201, 301, and 401 of ERISA, and therefore exempt from the provisions of Parts 2, 3, and 4 of Title I of ERISA. The Plan is intended to constitute a "nonqualified deferred compensation plan" for purposes of Code section 3121(v)(2) as well as 4 U.S.C. section 114. 1.2 Purpose . The primary purpose of the Plan is to provide a select group of management and members of the Board of Directors with a capital accumulation opportunity by deferring compensation on a pre-tax basis. The Plan also provides the Company with a method of rewarding and retaining its highly compensated executives and directors.

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ARTICLE 2
DEFINITIONS Whenever used herein, the following terms shall have the meanings set forth below, and, when the defined meaning is intended, the term is capitalized:

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ARTICLE 3
ADMINISTRATION 3.1 Authority of the Committee . The Board shall appoint a Committee of three (3) or more persons to administer the Plan. The members of the Committee shall be appointed by and shall serve at the discretion of the Board. Subject to the provisions herein, the Committee shall have full power and discretion to select Employees for participation in the Plan; to determine the terms and conditions of each Employee’s participation in the Plan; to construe and interpret the Plan and any agreement or instrument entered into under the Plan; to establish, amend, or waive rules and regulations for the Plan’s administration; to amend (subject to the provisions of Articles 9 and 12 herein) the terms and conditions of the Plan and any agreement entered into under the Plan; and to make other determinations which may be necessary or advisable for the administration of the Plan. 3.2 Decisions Binding . Subject to Section 3.4(b), all determinations and decisions of the Committee as to any disputed question arising under the Plan, including questions of construction and interpretation, shall be final, conclusive, and binding on all parties and shall be given the maximum possible deference allowed by law. 3.3 Claim Procedures . If a request for Plan benefits is denied in whole or in part, the Participant or his beneficiary ("claimant") will be notified in writing within 90 days after receipt of the claim. In some instances, the Committee may require an additional 90 days to consider the claim. When additional time is needed, the claimant will be notified of the special circumstances requiring the extension. The extension may not exceed a total of 180 days from the date the claim was originally filed. If additional information is necessary to process the claim, the claimant will be notified of the items needed in order to consider the claim.

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If a claimant’s initial request for benefits is denied, the notice of the denial will include the specific reasons for denial and references to the relevant Plan provisions on which the denial was based, a description of any additional material or information necessary to perfect the claim and an explanation of why such information is necessary, if applicable, and a description of the Plan’s review procedures and the time limits applicable thereto, including a statement of the claimant’s rights under Section 502(a) of ERISA. Within 60 days after receiving a denial, the claimant or his authorized representative may appeal the decision by requesting a review by writing the Committee. On appeal, the claimant may submit in writing any comments or issues with respect to the claim and/or any additional documents or information not considered during the initial review and, upon request, the claimant may review all documents pertinent to the claim. A decision on appeal will normally be given within 60 days of the receipt of the appeals request. If special circumstances warrant an extension, then the decision will be made no later than 120 days after receipt of the appeal. Subject to Section 3.4, the Committee’s decision on appeal shall be final and binding on all parties. If a claimant’s appeal is denied in whole or in part, the notice of the decision on appeal shall include the specific reasons for the denial and reference to the relevant Plan provisions on which the denial was based, a statement that, upon request and free of charge, the claimant may review and copy all documents relevant to the claim for benefits, a statement describing the Plan’s binding arbitration procedures (or, on or after a Change in Control, other contest procedures) and the claimant’s rights under Section 502(a) of ERISA. 3.4 Arbitration . (a)  Pre Change in Control . The following provisions shall apply before a Change in Control. Any individual making a claim for benefits under this Plan may contest the Committee’s decision to deny such claim or appeal therefrom only by submitting the matter to binding arbitration before a single arbitrator. Any arbitration shall be held in Fort Worth, Texas, unless otherwise agreed to by the Committee. The arbitration shall be conducted pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator’s authority shall be limited to the affirmation or reversal of the Committee’s denial of the claim or appeal, based solely on whether or not the Committee’s decision was arbitrary or capricious, and the arbitrator shall have no power to alter, add to, or subtract from any provision of this Plan. Except as otherwise required by ERISA, the arbitrator’s decision shall be final and binding on all parties, if warranted on the record and reasonably based on applicable law and the provisions of this Plan. The arbitrator shall have no power to award any punitive, exemplary, consequential or special damages, and under no circumstances shall an award contain any amount that in any way reflects any of such types of damages. Each party shall bear its own attorney’s fees and costs of arbitration. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. (b)  Post Change in Control . On and after a Change in Control, the Committee’s decisions shall be given no special deference, but rather shall be reviewed de novo, and a claimant may contest any Committee decision through arbitration or litigation, at the forum and the venue of his or her choice. The Company shall be liable for all Court or arbitration costs and legal fees if the claimant is the prevailing party.

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3.5 Indemnification . Each person who is or shall have been a member of the Committee, or of the Board, shall be indemnified and held harmless by the Employer against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party, or in which he or she may be involved by reason of any action taken or failure to act under the Plan, and against and from any and all amounts paid by him in settlement thereof, with the Employer’s approval, or paid by him in satisfaction of any judgment in any such action, suit or proceeding against him, provided he or she shall give the Employer an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Employer’s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Employer may have to indemnify them or hold them harmless. ARTICLE 4
ELIGIBILITY AND PARTICIPATION 4.1 Eligibility . The Committee shall determine, in its sole and absolute discretion, which such Employees shall be eligible to participate from time to time, and may modify such determinations at any time, provided that at all times the Plan shall continue to qualify as an unfunded plan maintained primarily to provide deferred compensation benefits to a select group of management or highly compensated employees, within the meaning of sections 201, 301, and 401 of ERISA. To be eligible for selection by the Committee, an Employee must either (i) be a Director serving on the Board, or (ii) have total Compensation for the Plan Year scheduled to be at least $100,000 (or, if greater, the highly compensated employee threshold under Code section 414(q)). In addition, to be eligible to participate herein, a former Schuler Plan participant must consent to the transfer of assets held in the Trust informally funding the Schuler Plan (with First Hawaiian Bank as Trustee) being transferred to the Grantor Trust informally funding this Plan, and must consent to the distribution rules provided for herein with respect to amounts formerly credited to the Schuler Plan. 4.2 Participation . Each Eligible Employee shall become a Participant in the Plan upon his deferral of Compensation hereunder, pursuant to Article 5. In the event a Participant ceases to be eligible to participate in the Plan, such Participant shall become an inactive Participant, retaining all the rights described under the Plan, except the right to make any further deferrals, until such time that the Participant again becomes an active Participant.

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4.3 Partial Year Eligibility . Eligibility only begins on the first day of the first Plan Year subsequent to meeting the eligibility requirements to participate in the Plan. No partial year participation is permitted for an Employee that first becomes eligible to participate in the Plan after the beginning of the Plan Year. 4.4 Notice . The Company shall notify an Employee within a reasonable time of such Employee’s gaining or losing eligibility for active participation in the Plan. ARTICLE 5
CONTRIBUTIONS TO DEFERRAL ACCOUNTS 5.1 Compensation Deferrals . Subject to Sections 5.2 and 5.3, an Eligible Employee may elect to defer and have credited to his Deferral Account for any Plan Year (i) up to one hundred percent (100%) of his Incentive Compensation and/or Director’s Compensation, and (ii) up to ninety percent (90%) of his Salary; provided, however, that the amount of deferrals selected by the Participant shall not reduce his non-deferred Compensation below the amount that is required to withhold for any state or federal payroll taxes (including FICA/Medicare tax on deferred amounts), income tax, payments to be withheld pursuant to the D.R. Horton Profit Sharing Plus Plan or any other benefit plan of the Employer (other than this Plan), and any other required or elected withholding. The minimum amount of Compensation that may be deferred in any Plan Year is five thousand dollars ($5,000) (or two thousand five hundred dollars ($2,500) in the case of the first (short) Plan Year). 5.2 Deferral Election . Eligible Employees and Participants shall make their elections to defer all or a portion of their Compensation for a Plan Year no later than December 31 prior to the beginning of the Plan Year in which the Salary, Incentive Compensation, and/or Director’s Compensation is to be earned, or not later than thirty (30) calendar days following notification of eligibility to participate for a partial Plan Year (with respect to Compensation not yet earned), such periods being referred to as "enrollment periods." Notwithstanding the foregoing, any deferral election a Participant made under the Supplemental Plan or the Schuler Plan shall be null and void effective as of June 15, 2002. This Section 5.2 shall apply equally to Incentive Compensation and to other types of Compensation, notwithstanding that Incentive Compensation is earned based on the Company’s fiscal year (October 1 to September 30) and paid quarterly. For example, an election made during the enrollment period for the 2005 Plan Year ( i.e. , prior to December 31, 2004) shall serve to defer Incentive Compensation earned in the final three quarters of FY05 ( i.e. , January 1 through September 30, 2005) and the first quarter of FY06 ( i.e. , October 1 through December 31, 2005), these four quarters together corresponding to the 2005 calendar year Plan Year. 5.3 Length of Deferral and Modification of Elections . All deferral elections shall be made in the form specified by the Committee, and shall be irrevocable for the Plan Year in which they are in effect. Once made, a Participant’s deferral election shall remain in effect for all subsequent Plan Years for which the Participant is an Eligible Employee unless and until the Participant increases, decreases, or terminates such election with respect to a future Plan Year. Deferral election changes must be submitted to the Employer no later than December 31 prior to the beginning of the Plan Year for which the change is to be effective.

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During the enrollment period Participants shall elect (i) the percentage or flat dollar amount of each eligible component of Compensation to be deferred; (ii) the deemed investment elections of the amounts to be deferred, in accordance with Section 7.2; (iii) the Participant’s distribution preference under either Section 6.2 (scheduled in-service distribution) or Section 6.3 (distribution following termination of employment or Board service); and (iv) a Beneficiary designation. Each of the Participant’s elections or choices described above must be received by (or must be on file with) the Company no later than December 31 prior to the beginning of the applicable Plan Year. 5.4 Revocation of 2005 Deferral Elections . Notwithstanding anything herein to the contrary, with respect to deferral elections for the Plan Year ending on December 31, 2005 (the "2005 Deferral Election"), Participants shall have the one-time opportunity to elect, prior to December 31, 2005, to cancel their 2005 Deferral Election and receive a lump-sum payment of all amounts that would have otherwise been deferred under the Plan pursuant to their 2005 Deferral Election, increased or reduced by earnings or losses credited with respect thereto through the date of distribution. Any distributions that result from the cancellation of a 2005 Deferral Election shall be paid to the applicable Participant in a lump sum no later than December 31, 2005 or such later date on which the Participant first obtains a legally binding right to receive such amounts. Any amounts that become payable to a Participant pursuant to the cancellation of his or her 2005 Deferral Election shall be included in the taxable income of the Participant for the calendar year ending December 31, 2005 or such later year when such amounts become earned and vested (within the meaning of Section 409A of the Code). ARTICLE 6
DISTRIBUTIONS 6.1 Distribution Elections . In respect of amounts earned or vested on or after January 1, 2005, each Participant shall make a distribution election (A) on or before December 31, 2008 (with respect to amounts earned prior to January 1, 2009); or (B) within the time period specified in Sections 5.2 and 5.3 (with respect to amounts earned on or after January 1, 2009), in each case choosing either (i) scheduled in-service distributions pursuant to Section 6.2, or (ii) distributions after termination of employment or Board service pursuant to Section 6.3. Participants also can elect, pursuant to Section 6.3(e), to delay distributions to the later of termination of employment or Board service or age 62. Distribution elections shall be made in the manner specified by the Committee. If no valid and timely