<PAGE>
                                                                     EXHIBIT 4.1

                                   D.R. HORTON

                           DEFERRED COMPENSATION PLAN







                         (Effective as of June 15, 2002)



<PAGE>



                                TABLE OF CONTENTS



<Table>
<Caption>

                                                                              Page

<S>     <C>                                                                    <C>
ARTICLE 1   ESTABLISHMENT AND PURPOSE............................................1
ARTICLE 2   DEFINITIONS..........................................................2
ARTICLE 3   ADMINISTRATION.......................................................5
ARTICLE 4   ELIGIBILITY AND PARTICIPATION........................................7
ARTICLE 5   CONTRIBUTIONS TO DEFERRAL ACCOUNTS...................................7
ARTICLE 6   DISTRIBUTIONS........................................................8
ARTICLE 7   DEFERRED COMPENSATION ACCOUNTS......................................11
ARTICLE 8   TRUST ..............................................................13
ARTICLE 9   CHANGE IN CONTROL...................................................13
ARTICLE 10  RIGHTS OF PARTICIPANTS..............................................13
ARTICLE 11  WITHHOLDING OF TAXES................................................14
ARTICLE 12  AMENDMENT AND TERMINATION...........................................14
ARTICLE 13  MISCELLANEOUS.......................................................14
ARTICLE 14  ADMINISTRATIVE INFORMATION..........................................15
ARTICLE 15   ERISA RIGHTS.......................................................16
</Table>


                                       i


<PAGE>

                                   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.

         Effective as of June 15, 2002, the Company hereby establishes this
deferred compensation plan for a select group of employees and directors as
described herein, which shall be known as the "D.R. Horton Deferred Compensation
Plan" (the "Plan"), which shall be the successor to and supersede the
Supplemental Plan and the Schuler Plan. In particular, the Schuler Plan will be
merged with and into the Supplemental Plan, with the Supplemental Plan being the
Surviving Plan, which shall change 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 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.




                                       1

<PAGE>
                                    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:

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

         (b)      "Board" or "Board of Directors" means the Board of Directors
                  of the Company.

         (c)      "Change in Control" means the occurrence of any of the
                  following events:

                  (i)      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;

                  (ii)     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;

                  (iii)    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

                  (iv)     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




                                       2
<PAGE>

                           the Company has occurred or will occur in the future
                           pursuant to any then-existing contract or
                           transaction.

                  Notwithstanding the provisions set forth in (iii) or (iv)
                  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.

         (d)      "Code" means the Internal Revenue Code of 1986, as amended
                  from time to time.

         (e)      "Committee" means a committee of three (3) or more persons
                  appointed by the Board to administer the Plan pursuant to
                  Article 3.

         (f)      "Company" means D.R. Horton, Inc., a Delaware corporation.

         (g)      "Compensation" means an Employee's Salary, Incentive
                  Compensation, Director's Compensation, and other compensation
                  paid by the Employer for the Plan Year.

         (h)      "Deferral Account" means the accounting entry made with
                  respect to each Participant for the purpose of maintaining a
                  record of each Participant's benefit under the Plan.

         (i)      "Director's Compensation" means such amounts payable to an
                  Employee for the Plan Year for the Employee's service on the
                  Board for the Plan Year including, with limitation, annual
                  retainer and meeting fees.

         (j)      "Disability" means a condition which meets the definition of a
                  disability as contained in the Company's long-term disability
                  plan (as determined by the Committee in its sole discretion).

         (k)      "Eligible Employee" means an Employee who is eligible to
                  participate in the Plan pursuant to Section 4.1.

         (l)      "Employee" means any person either (i) employed by the
                  Employer whose wages are subject to withholding for purposes
                  of the Federal Insurance Contribution Act, or (ii) serving as
                  a member of the Board of Directors.




                                       3
<PAGE>

         (m)      "Employee Contributions" means those contributions credited to
                  a Participant's Deferral Account in accordance with the
                  Participant's deferral election pursuant to Section 5.1.

         (n)      "Employer" means the Company and each Affiliate that adopts
                  the Plan with the Company's permission.

         (o)      "ERISA" means the Employee Retirement Income Security Act of
                  1974, as amended from time to time.

         (p)      "Incentive Compensation" means such bonuses and other non
                  periodic amounts (not including equity compensation) payable
                  to an Employee in addition to his Salary and/or Director's
                  Compensation 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 Company in its sole discretion.

         (q)      "Installment Eligibility Age" means the attainment of age 50
                  and 10 years of service with the Employer (including service
                  with any predecessor employers designated by the Company as
                  such). This age and service requirement is applicable only to
                  eligibility to receive installment payments hereunder and
                  shall not apply to, or affect or be considered in
                  interpreting, any other compensation, benefit, or plan of the
                  Company.

         (r)      "Participant" means an Eligible Employee who is participating
                  in the Plan pursuant to Section 4.2 or an Employee who
                  participated in the Supplemental Plan or the Schuler Plan
                  whose compensation deferrals under those plans have been
                  credited to a Deferral Account under the Plan.

         (s)      "Plan" means the D.R. Horton Deferred Compensation Plan, as
                  set forth herein, and as it may be amended from time to time.

         (t)      "Plan Year" means January 1 to December 31 of each calendar
                  year. The first Plan Year shall be a short plan year that
                  begins on June 15, 2002, and ends on December 31, 2002.

         (u)      "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
                  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 (i) Incentive Compensation, and (ii) Director's
                  Compensation that may be paid by the Employer to an Employee
                  with respect to the Plan Year.

         (v)      "Schuler Plan" means the Schuler Homes, Inc. Deferred
                  Compensation Plan for Directors and Key Employees.




                                       4
<PAGE>

         (w)      "Supplemental Plan" means the D.R. Horton, Inc. Supplemental
                  Executive Retirement Plan No. 1.

                                    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.

         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



                                       5
<PAGE>


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 Arlington, 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.

         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.



                                       6
<PAGE>

         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.

         4.3 Partial Year Eligibility. In the event that an Employee first
becomes eligible to participate in the Plan after the beginning of a Plan Year,
the Employer shall notify the Employee of his eligibility to participate, and
the Employer shall provide each such Participant with a "Deferral Election
Form," and any additional enrollment forms that must be completed by the
Participant as provided in Section 5.3 herein; provided, however, that such
Participant must make his election within 30 days thereof and may elect only to
defer that portion of his Compensation for such Plan Year which is to be earned
after the filing of the deferral election.

         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





                                       7
<PAGE>

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 the Plan
Year no later than December 1 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). 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. If an Eligible Employee wishes to
participate in the Plan for the first (short) Plan Year, such Eligible Employee
must elect on or before June 14, 2002, to defer all or a portion of his
Compensation to be earned for the pay periods beginning on or after June 15,
2002; provided, however, that (i) Eligible Employees are not permitted to defer
any portion of their Incentive Compensation payable on June 15, 2002, and (ii)
Eligible Employees shall have a one-time irrevocable election until June 30,
2002, to revoke their prior deferral election, in which case they shall not be
eligible to participate herein until January 1, 2003. Any Salary, Incentive
Compensation, and Director's Compensation deferral elections must be made before
the Compensation is earned and before the amount thereof is substantially
certain of payment.

         5.3 Length of Deferral and Modification of Elections. All deferral
elections shall be irrevocable for the Plan Year in which they are in effect,
and shall be made on a "Deferral Election Form," as described herein. 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 by submitting a
new Deferral Election Form to the Employer. Deferral election changes must be
submitted to the Employer no later than December 1 prior to the beginning of the
Plan Year for which the change is to be effective.

         On the "Deferral Election Form" and related enrollment forms
Participants shall elect (i) the percentage or flat dollar amount of each
eligible component of Compensation to be deferred for the Plan Year; (ii) the
deemed investment elections of the amounts to be deferred, in accordance with
Section 7.2; (iii) any scheduled in-service withdrawal that may be desired
(which election must be made prior to the beginning of the deferral period for
the Plan Year deferral at issue, and can only be elected for one Plan Year's
deferral at a time); and (iv) a Beneficiary designation.

                                    ARTICLE 6
                                  DISTRIBUTIONS

         6.1 Scheduled In-Service Distributions. A Participant may elect in the
manner prescribed by the Committee to receive all or a portion of the vested
portion of his Deferral





                                       8
<PAGE>

Account while he is still employed by the Employer in (i) a single lump sum
payment, or (ii) annual installment payments over a period of two (2) to five
(5) years; provided, however, that a Participant may not elect to receive an
in-service distribution under this Section 6.1 of the portion of his Deferral
Account attributable to amounts deferred under the Supplemental Plan, if any. If
the amount the Participant elects to receive is less than $25,000 (for all years
combined), payment shall be made in a single lump sum. If a Participant elects
to receive installment payments under (ii) above, the amount of each installment
payment shall be equal to the balance remaining in the portion of the
Participant's Deferral Account that is subject to such installment election (as
determined immediately prior to each such payment), multiplied by a fraction,
the numerator of which is one (1), and the denominator of which is the total
number of remaining installment payments. The installment amount shall be
adjusted annually to reflect gains and losses, if any, allocated to such
Participant's Deferral Account pursuant to Article 7.

         A Participant's election under this Section 6.1 must specify the future
year in which the payment of the deferred amounts shall commence, provided that
the year in which distributions are to commence must be at least two (2) years
beyond the end of the Plan Year in which the compensation is deferred. Any
desired in-service distribution must be separately elected for each year
compensation is deferred. Thus, to elect a scheduled in-service withdrawal for
future plan years' deferrals, a new distribution election form must be submitted
during the applicable enrollment period. Once the applicable enrollment period
has passed, a scheduled in-service distribution cannot be elected for that plan
year's deferrals. Distributions under this Section 6.1 shall commence in January
of the year specified in the Participant's election. A Participant may delay the
commencement of in-service payments or amend his election as to the form of the
distribution at any time provided that such amendment must be made in the manner
specified by the Committee at least one (1) calendar year prior to the date the
distribution is to commence, and any change in the form of payment (such as from
lump sum to installment) or the timing of the payment must delay or extend the
length of the payments and may not accelerate them. If a Participant's
employment or Board service with the Employer terminates for any reason prior to
receiving full payment of an in-service distribution or while he is receiving
scheduled installment payments pursuant to this Section 6.1, the unpaid portion
of the Participant's elected distribution shall be paid in accordance with
Section 6.3 below.

         Notwithstanding anything in this Section 6.1 to the contrary, if a
Participant has elected or is receiving an Interim Distribution (as such term is
defined in the Schuler Plan) under the Schuler Plan as of the effective date of
this Plan, the Participant shall receive or shall continue receiving such
distribution in accordance with his election under the Schuler Plan; provided,
however, installment payments shall not be made for a period longer than five
(5) years from the first January 1 following the effective date of this Plan.

         6.2 Distributions upon Installment Eligibility Age, Death, or
Disability. Within ninety (90) days of a Participant's termination of employment
with the Employer after attaining Installment Eligibility Age, separation from
Board service, or incurring a Disability, the Participant may elect to receive
the vested balance credited to his Deferral Account in (i) a single lump sum
payment or, (ii) annual installment payments over a period of two (2) to ten
(10) years. If a Participant fails to make a distribution election within ninety
(90) days following his termination of employment or if the vested balance
credited to his Deferral Account is less than $50,000, payment shall be made in
a single lump sum. The amount of each installment payment





                                       9
<PAGE>

under (ii) above shall be equal to the balance remaining in the portion of the
Participant's Deferral Account that is subject to such installment election (as
determined immediately prior to each such payment), multiplied by a fraction,
the numerator of which is one (1), and the denominator of which is the total
number of remaining installment payments. The installment amount shall be
adjusted annually to reflect gains and losses, if any, allocated to such
Participant's Deferral Account pursuant to Article 7.

         Distributions under this Section 6.2 shall begin as of the first day of
the thirteenth (13th) month after the Participant submits his distribution
election; provided, however, that a Participant can delay the commencement of
distributions to a date no later than the January of the year immediately
following his attainment of age 62. In the event a participant dies while
receiving installment payments or before distributions have commenced in
accordance with this Section 6.2, the unpaid portion of the Participant's
Deferral Account shall be paid in accordance with Section 6.3 below.

         Any prior retirement or termination of employment elections under the
Supplemental Plan or Schuler Plan shall be null and void.

         6.3 Termination of Employment. If a Participant's employment with the
Employer terminates for any reason (including the Participant's death) prior to
the date the Participant attains Installment Eligibility Age or incurs a
Disability, the unpaid vested portion of such Participant's Deferral Account
shall be paid to the Participant or (in the event of his death) the
Participant's designated beneficiary in a single lump sum payment as soon as
administratively feasible following the Participant's termination of employment
or death.

         6.4 Nonscheduled In-Service Withdrawals. Notwithstanding any provision
of this Plan to the contrary, a Participant may at any time request a lump sum
distribution of all or a portion of his vested Deferral Account. In the event a
Participant requests a distribution under this Section 6.4, (i) such Participant
will receive a portion of his Deferral Account equal to 90% of the requested
distribution, and the remaining 10% of the requested distribution will be
forfeited, and (ii) such Participant will be ineligible to participate in the
Plan for the remainder of the Plan Year in which the distribution is received
and for the immediately following Plan Year.

         6.5 Financial Hardship. The Committee shall have the authority to alter
the timing or manner of payment of deferred amounts in the event that the
Participant establishes, to the satisfaction of the Committee, severe financial
hardship. In such event, the Committee may, in its sole discretion, distribute
all or a portion of such Participant's Deferral Account to the Participant
without penalty.

         For purposes of this Section 6.5, "severe financial hardship" shall
mean any financial hardship resulting from extraordinary and unforeseeable
circumstances arising as a result of one or more recent events beyond the
control of the Participant, including, but not limited to, the illness or injury
of a Participant or dependent (as determined by the Committee), or the casualty
loss of a Participant's real or personal property. In any event, payment under
this Section 6.5 may not be made to the extent such emergency is or may be
relieved: (i) through reimbursement or compensation by insurance or otherwise;
(ii) by liquidation of the Participant's assets, to the extent the liquidation
of such assets would not itself cause severe financial hardship; and (iii) by



                                       10
<PAGE>

cessation of deferrals under the Plan. Withdrawals of amounts because of a
severe financial hardship may only be permitted to the extent reasonably
necessary to satisfy the hardship, plus to pay taxes on the withdrawal. Examples
of what are not considered to be severe financial hardships include the need to
send a Participant's child to college or the desire to purchase a home. The
Participant's Deferral Account will be credited with earnings in accordance with
the Plan up to the date of distribution.

         The Committee shall judge the severity of the financial hardship. The
Committee's decision with respect to the severity of financial hardship and the
manner in which, if at all, the Participant's future deferral opportunities
shall be ceased, and/or the manner in which, if at all, the payment of deferred
amounts to the Participant shall be altered or modified, shall be final,
conclusive, and not subject to appeal.

         In the event a Participant receives a distribution under this Section
6.5, then such Participant will be ineligible to participate in the Plan for the
remainder of the Plan Year in which the distribution was received.

         6.6 Incompetence of Distributee. In the event that it shall be found
that a person entitled to receive payment under the Plan (including a designated
beneficiary) is a minor or is physically or mentally incapable of personally
receiving and giving a valid receipt for any payment due (unless prior claim
therefor shall have been made by a duly qualified committee or other legal
representative), such payment may be made to any person whom the Committee in
its sole discretion determines is entitled to receive it, and any such payment
shall fully discharge the Employer, the Company, the Committee and the Plan from
any further liability to the person otherwise entitled to payment hereunder, to
the extent of such payment.

                                    ARTICLE 7
                         DEFERRED COMPENSATION ACCOUNTS

         7.1 Participants' Accounts. The Company shall establish and maintain an
individual bookkeeping Deferral Account for Employee Contributions. Each
Deferral Account shall be credited with Employee Contributions generally within
five (5) business days of the applicable payroll deduction, and as provided in
Section 7.2. The Employee Contributions held in each Participant's Deferral
Account shall be one hundred percent (100%) vested at all times.

         A Participant's Deferral Account shall also be credited with (i)
compensation deferrals, if any, made under the Supplemental Plan or the Schuler
Plan, (ii) Matching Contributions and Discretionary Contributions (as those
terms are defined in the Schuler Plan) made on the Participant's behalf under
the Schuler Plan, if any, and (iii) any deemed earnings credit to such amounts
prior to the effective date of this Plan. (These credits are in lieu of the
amounts formerly credited under the Supplemental Plan and Schuler Plan, which
are being merged into this Plan.) Participants shall be one hundred percent
(100%) vested at all times in the compensation deferrals made under the
Supplemental Plan or the Schuler Plan credited to their Deferral Accounts. If a
Participant's Deferral Account is credited with Matching Contributions and/or
Discretionary Contributions made under the Schuler Plan, the Participant's
vested interest in such contributions shall be determined in accordance with the
terms of the Schuler Plan.




                                       11
<PAGE>

         7.2 Earnings on Deferred Amounts. A Participant's Deferral Account
shall be credited with earnings (or losses) based on a deemed investment of the
Participant's Deferral Account, as directed by each Participant, which deemed
investment shall be in one or more funds among the investment options selected
by the Committee from time to time. Deemed earnings (and losses) on a
Participant's Deferral Account shall be based upon the daily unit valuation of
the funds selected by such Participant, and shall be credited to a Participant's
Deferral Account on a monthly basis. Deemed earnings (or losses) shall be paid
out to a Participant in accordance with the applicable Deferral Election Form.
Any portion of a Participant's Deferral Account which is subject to distribution
in installments shall continue to be credited with deemed earnings (or losses)
until fully paid out to the Participant.

         The Committee reserves the right to change the options available for
deemed investments under the Plan from time to time, or to eliminate any such
option at any time. A Participant may specify a separate investment allocation
with respect to each Deferral Election Form or amended Deferral Election Form.
Participants may modify their deemed investment instructions each business day
with respect to any portion (whole percentages only) of their Deferral Account;
provided they notify the Committee or its designee within the time and in the
manner specified by the Committee. Elections and amendments thereto pursuant to
this Section 7.2 shall be made in the manner prescribed by the Committee. The
Committee reserve the right to credit earnings (or losses) on a basis different
from that elected by the Participants.

         7.3 Designation of Beneficiary. Each Participant may designate a
beneficiary or beneficiaries who, upon the Participant's death, or physical or
mental incapacity will receive the amounts that otherwise would have been paid
to the Participant under the Plan. All designations shall be signed by the
Participant, and shall be in such form as prescribed by the Committee. Each
designation shall be effective as of the date delivered to the Committee or its
designee by the Participant.

         Participants may change their beneficiary designations on such form as
prescribed by the Committee. The payment of amounts deferred under the Plan
shall be in accordance with the last unrevoked written beneficiary designation
that has been signed by the Participant and delivered to the Committee or its
designee prior to the Participant's death. Notwithstanding the foregoing, a
Participant who is married may not designate a beneficiary other than the
Participant's spouse, unless the spouse consents in writing to such alternate
beneficiary designation.

         In the event that all the beneficiaries named by a Participant pursuant
to this Section 7.3 predecease the Participant, the deferred amounts that would
have been paid to the Participant or the Participant's beneficiaries shall be
paid to the Participant's estate.

         In the event a Participant does not designate a beneficiary, or for any
reason such designation is ineffective, in whole or in part, the amounts that
otherwise would have been paid to the Participant or the Participant's
beneficiaries under the Plan shall be paid to the Participant's estate.




                                       12
<PAGE>


                                    ARTICLE 8
                                      TRUST

         Nothing contained in this Plan shall create a trust of any kind or a
fiduciary relationship between the Employer and any Participant. Nevertheless,
the Employer may establish one or more trusts, with such trustee(s) as the
Committee may approve, for the purpose of providing for the payment of deferred
amounts and earnings thereon. Such trust or trusts may be irrevocable, but the
assets thereof shall be subject to the claims of the Employer's general
creditors upon the bankruptcy or insolvency of the Employer.

                                    ARTICLE 9
                                CHANGE IN CONTROL

         9.1 Trust and Trustees. Upon the occurrence of a Change in Control, the
trust or trusts that may be established by the Employer pursuant to Article 8
shall become irrevocable and the Employer shall not thereafter be permitted to
remove, terminate, or change the trustee(s) without the prior written consent of
the majority of the Participants, with weighted voting as measured by their
account balances.

         9.2 Advanced Funding. No later than 30 days after a Change in Control
occurs, the Employer shall make a contribution to the trust or trust(s)
established pursuant to Article 8 to the extent required to fully fund all
benefits that are or may become payable under the Plan, assuming for purposes of
this calculation that all Participants retire with 100% vesting, and to fund in
advance all administrative, legal, and other costs of maintaining the Plan, in
an amount no less than $125,000. No later than December 31 of each Plan Year
thereafter, the Employer shall make such additional contributions to the trust
or trusts to fully fund the additional benefits that may become payable to
Participants or beneficiaries under the Plan and the additional administrative,
legal, and other Plan expenses.

         9.3 Amendment and Termination. After the occurrence of a Change in
Control, the Employer may not amend the Plan without the prior approval of a
majority of the Participants. After a Change in Control, the Employer may not
terminate the Plan until either (i) all benefits have been paid in full, or (ii)
the majority of the Participants approve the same. For purposes hereof,
Participants' votes shall be weighted based on their relative Plan account
balances.

                                   ARTICLE 10
                             RIGHTS OF PARTICIPANTS

         10.1 Contractual Obligation. The Plan shall create an unfunded,
unsecured contractual obligation on the part of the Employer to make payments
from the Participants' Deferral Accounts when due. Payment of Deferral Account
balances shall be made out of the general assets of the Employer or from the
trust or trusts referred to in Article 8 above.

         10.2 Unsecured Interest. No Participant or party claiming an interest
in deferred amounts of a Participant shall have any interest whatsoever in any
specific asset of the Employer. To the extent that any party acquires a right to
receive payments under the Plan, such right shall be equivalent to that of an
unsecured general creditor of the Employer. Each Participant, by participating
hereunder, agrees to waive any priority creditor status for wage payments with



                                       13
<PAGE>

respect to any amounts due hereunder. The Employer shall have no duty to set
aside or invest any amounts credited to Participants' Deferral Accounts under
this Plan. Accounts established hereunder are solely for bookkeeping purposes
and the Employer shall not be required to segregate any funds based on such
Accounts.

         10.3 Employment. Nothing in the Plan shall interfere with or limit in
any way the right of the Employer to terminate a Participant's employment at any
time, or confer upon any Participant any right to continue in the employ of the
Employer.

                                   ARTICLE 11
                              WITHHOLDING OF TAXES

         The Employer shall have the right to require Participants to remit to
the Employer an amount sufficient to satisfy federal, state, and local
withholding tax requirements, or to deduct from all payments made pursuant to
the Plan (or from a Participant's other Compensation) amounts sufficient to
satisfy withholding tax requirements. Employment taxes with respect to amounts
deferred hereunder shall be payable in accordance with Code section 3121(v)(2)
and may be withheld from a Participant's Compensation even if due prior to the
time of a distribution hereunder. The Employer makes no representations,
warranties, or assurances and assumes no responsibility as to the tax
consequences of this Plan or participation herein.


                                   ARTICLE 12
                            AMENDMENT AND TERMINATION

         Subject to Article 9, the Employer reserves the right to amend, modify,
or terminate the Plan (in whole or in part) at any time by action of the Board
or the Committee, with or without prior notice. Except as described below in
this Article 12, no such amendment or termination shall in any material manner
adversely affect any Participant's rights to any amounts already deferred or
credited hereunder or deemed earnings thereon, up to the point of amendment or
termination, without the consent of the Participant.

         The Board may terminate the Plan and commence termination payout for
all or certain Participants, or remove certain Employees as Participants, if it
is determined by the United States Department of Labor or a court of competent
jurisdiction that the Plan constitutes an employee pension benefit plan within
the meaning of section 3(2) of ERISA that is not exempt from the provisions of
Parts 2, 3, and 4 of Title I of ERISA, or if the IRS otherwise taxes amounts
deferred prior to their scheduled payment date. If payout is commenced pursuant
to the operation of this Article 12, the payment of deferred amounts and
earnings thereon shall be made in the manner selected by each Participant under
Section 6.2 herein (other than the commencement date), as if the Participant had
attained Installment Eligibility Age.

                                   ARTICLE 13
                                  MISCELLANEOUS

         13.1 Notice. Any notice or filing required or permitted to be given to
the Employer under the Plan shall be sufficient if in writing and hand
delivered, or sent by registered or





                                       14
<PAGE>

certified mail to the D.R. Horton Deferred Compensation Plan Committee, and if
mailed, shall be addressed to the principal executive offices of the Employer.
Notice mailed to a Participant shall be at such address as is given in the
records of the Employer. Notices to the Employer shall be deemed given as of the
date of delivery. Notice to a Participant or beneficiary shall be deemed given
as of the date of hand delivery, or if delivery is made by mail, three (3) days
following the postmark date.

         13.2 Nontransferability. Except as provided in Section 7.3 and this
Section 13.2, Participants' rights to deferred amounts and earnings credited
thereon under the Plan may not be sold, transferred, assigned, or otherwise
alienated or hypothecated, other than by will or by the laws of descent and
distribution, or pursuant to a domestic relations order, nor shall the Employer
make any payment under the Plan to any assignee or creditor of a Participant.

         13.3 Severability. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.

         13.4 Gender and Number. Except where otherwise indicated by the
context, any masculine term used herein also shall include the feminine; the
plural shall include the singular, and the singular shall include the plural.

         13.5 Costs of the Plan. All costs of implementing and administering the
Plan shall be borne by the Employer.

         13.6 Successors. All obligations of the Employer under the Plan shall
be binding on any successor to the Employer, whether the existence of such
successor is the result of a direct or indirect purchase, merger, consolidation,
or otherwise, of all or substantially all of the business and/or assets of the
Employer.

         13.7 Applicable Law. Except to the extent preempted by applicable
federal law, the Plan shall be governed by and construed in accordance with the
laws of the state of Texas.

                                   ARTICLE 14
                           ADMINISTRATIVE INFORMATION

         14.1 Plan Sponsor and Administrator. The Plan described herein is
sponsored by:

                                D.R. Horton, Inc.
                         1901 Ascension Blvd., Suite 100
                             Arlington, Texas 76006

         The Company is the plan administrator and named fiduciary. Prior to a
Change in Control, the Company has been granted complete fiduciary discretion
and authority to administer, operate, and interpret the Plan and make final
decisions on such issues as eligibility, payment of benefits, claims, and claims
appeals, unless such decisions have been delegated to another party. However,
many day-to-day questions can be answered by the Benefits Department.



                                       15
<PAGE>


         The agent for the service of legal process for the Plan is the Company.

         14.2 Plan Type and Plan Year. Documents and reports for the Plan are
filed with the United States Internal Revenue Service and the Department of
Labor under Employer Identification Number: 75-2386963.

         The official Plan name is the D.R. Horton Deferred Compensation Plan,
which, for government purposes, is intended to be an unfunded pension plan
maintained by an employer for a select group of management or highly compensated
employees. Plan records are maintained on an annual basis and December 31 is the
end of the plan year.

         14.3 Plan Funding. The Plan is unfunded and unsecured and benefits are
paid solely from the Employer's general assets.

                                   ARTICLE 15
                                  ERISA RIGHTS

         Certain rights and protections are provided to Plan participants under
the Employee Retirement Income Security Act of 1974 (ERISA). These ERISA rights
include the following:

         (a)      Any Plan participant may contact the Benefits Department to
                  examine all Plan documents without charge. These may include
                  the Plan descriptions and all other documents filed with the
                  United States Department of Labor.

         (b)      Copies of Plan documents and other information may be obtained
                  by writing to the Committee. A reasonable charge may be
                  assessed for these copies.

         (c)      Each Plan participant has the right to receive a written
                  summary of the Plan's annual financial reports, if any.
                  However, this type of plan is not required to have either an
                  annual financial report or a summary annual report.

         (d)      An employee may not be discharged or discriminated against to
                  prevent his obtaining a benefit or exercising his ERISA
                  rights.

         (e)      If a claim for a benefit is denied, in whole or in part, a
                  written explanation from the Committee or a delegated
                  representative will be provided. Each participant has the
                  right to have the plan administrator review and reconsider any
                  denied claim.

         The named fiduciary for this Plan is the Company.

         Under certain circumstances, outside assistance may be necessary to
resolve disputes between a Participant and Plan officials. For example:

         (a)      If a claim for benefits is denied or ignored, in whole or in
                  part, after a final review, the claim may be submitted to
                  binding arbitration (or, after a Change in Control, to either
                  arbitration or a court, at the Participant's election).



                                       16
<PAGE>

         (b)      If a participant is discriminated against for pursuing a
                  benefit or exercising his ERISA rights, the participant may
                  seek help from the United States Department of Labor or file
                  an arbitration claim (or, after a Change in Control, either an
                  arbitration claim or a lawsuit, at the Participant's
                  election).

         For further information about this statement or about ERISA rights,
contact the Benefits Department. Or, you may contact the nearest area office of
the Pension and Welfare Benefits Administration, United States Department of
Labor, listed in your telephone directory or the Division of Technical
Assistance and Inquires, Pension and Welfare Benefits Administration, U.S.
Department of Labor, 200 Constitution Avenue N.W., Washington D.C. 20210. You
may also obtain certain publications about your rights and responsibilities
under ERISA by calling the publications hotline of the Pension and Welfare
Benefits Administration.

         IN WITNESS WHEREOF, D.R. Horton, Inc. has caused this document to be
executed by its duly authorized officer on June 21, 2002, effective as of the
date set forth above.


                                          D.R. HORTON, INC.


                                          By:/s/ Donald J. Tomnitz
                                             -----------------------------------

                                          Its:Vice Chairman, President and Chief
                                              ----------------------------------
                                                Executive Officer
                                                --------------------------------




                                       17