Exhibit 10.1

D.R. HORTON, INC.
GRANT NOTICE FOR 2006 STOCK INCENTIVE PLAN
PERFORMANCE RESTRICTED STOCK UNITS

FOR GOOD AND VALUABLE CONSIDERATION, D. R. Horton, Inc. (the “Company”) , hereby grants to Grantee named below the number of performance restricted stock units specified below (the “Award” or the “Performance RSUs”) , upon the terms and subject to the conditions set forth in this Grant Notice, the Company’s 2006 Stock Incentive Plan (the “Plan”) and the Standard Terms and Conditions (the “Standard Terms and Conditions”) adopted pursuant to such Plan and provided to Grantee, each as amended from time to time. Each performance restricted stock unit subject to this Award represents the right to receive one share of the Company’s Common Shares, subject to the conditions set forth in this Grant Notice, the Plan and the Standard Terms and Conditions. This Award is granted pursuant to the Plan and is subject to and qualified in its entirety by the Standard Terms and Conditions.

Name of Grantee:
Grant Date:
Number of performance restricted				(Target) (“Target Award”)
stock units subject to the Award at				(Maximum)
target and maximum performance:

By accepting this Grant Notice, Grantee acknowledges that he or she has received and read, and agrees that this Award shall be subject to, the terms of this Grant Notice, the Plan and the Standard Terms and Conditions.

Grantee:						D.R. HORTON, INC. ,
						a Delaware Corporation
Printed Name:
						By:		The Compensation Committee of the Board of Directors
						By:
						Name:
						Title:

D.R. HORTON, INC.
STANDARD TERMS AND CONDITIONS FOR
PERFORMANCE RESTRICTED STOCK UNITS

These Standard Terms and Conditions apply to any Award of performance restricted stock units granted to an employee of the Company under the Company’s 2006 Stock Incentive Plan (the “Plan”) , on ____________, which are evidenced by a Grant Notice or an action of the Committee that specifically refers to these Standard Terms and Conditions.

1.		TERMS OF PERFORMANCE RESTRICTED STOCK UNITS
		D.R. Horton, Inc., a Delaware corporation (the “Company”) , has granted to the Grantee named in the Grant Notice provided to said Grantee herewith (the “Grant Notice”) an award of a number of performance restricted stock units (the “Award” or the “Performance RSUs”) specified in the Grant Notice. Each Performance RSU represents the right to receive one share of the Company’s Common Shares, $0.01 par value per share (the “Common Shares”) upon the terms and subject to the conditions set forth in the Grant Notice, these Standard Terms and Conditions, and the Plan, each as amended from time to time.
2.		VESTING OF PERFORMANCE RESTRICTED STOCK UNITS
		The Award shall not be vested as of the Grant Date set forth in the Grant Notice and shall be forfeitable unless and until otherwise vested pursuant to the terms of these Standard Terms and Conditions. After the Grant Date, subject to termination or acceleration as provided in these Standard Terms and Conditions and the Plan, the Award shall become vested as described in this Section 2 with respect to that number of Performance RSUs as described in this Section 2.
		[Examples of Performance Goals]

A.

The number of Performance RSUs that may be paid to you shall be based upon the Company’s achievement of the following four performance goals (“Performance Goals”) over the Performance Period: (i) Relative Total Shareholder Return (“TSR”) (as defined in Section 17), (ii) Relative Return on Investment (“ROI”) (as defined in Section 17), (iii) Relative SG&A Containment (“SG&A Containment” or “SG&A”) (as defined in Section 17), and (iv) Relative Gross Profit (“GP”) (as defined in Section 17). Each of TSR, ROI, SG&A and GP shall be given twenty-five percent (25%) weight when ranking relative performance and when calculating the final vesting of the Award. See Exhibit C for examples of this calculation. Ranking of the relative performance of the Company and its peers shall be in accordance with the following ranking tables:

Total Shareholder Return (weighted 25% of Target Award)

[Examples of Rankings] The Grantee shall vest in the TSR portion of the Award based on the Company’s performance of Total Shareholder Return as compared to the Total Shareholder Return of the S&P 500 Index over the two year Performance Period. Total Shareholder Return is to be determined by Standard and Poor’s after the Performance Period using the same or materially similar criteria used by them in preparing the stock performance graph included each year in the Company’s public filings (Form 10-K for proxy statement, as applicable). The Grantee shall receive the number of Performance RSUs in relation to the Company’s TSR performance as compared to the S&P 500 Index’s TSR performance as set forth in the table below (See Exhibit A for examples of hypothetical TSR rankings):

Company TSR
relative to		Number of
S&P 500 Index TSR		Performance RSUs Awarded
10 percentage points below		zero
9 percentage points below		2,500		(Threshold)
8 percentage points below		5,000
7 percentage points below		7,500
6 percentage points below		10,000
5 percentage points below		12,500
4 percentage points below		15,000
3 percentage points below		17,500
2 percentage points below		20,000
1 percentage point below		22,500
Equal to S&P 500 Index TSR		25,000		(Target)
1 percentage point above		27,500
2 percentage points above		30,000
3 percentage points above		32,500
4 percentage points above		35,000
5 percentage points above		37,500
6 percentage points above		40,000
7 percentage points above		42,500
8 percentage points above		45,000
9 percentage points above		47,500
10 percentage points above		50,000		(Maximum)

The final number of Performance RSUs under this TSR Performance Goal shall be determined using the above percentages and rankings. Performance and percentages that fall between those listed in the table above shall be ranked using linear interpolation. Under the TSR component of the Performance Goals and after giving effect to the 25% weighting to the total Target Award, the number of Performance RSUs that can be earned is as follows: 50,000 Maximum, 25,000 Target and 2,500 Threshold.

			Note: See Exhibit B for the complete listing of Homebuilder Peer Group.
			The final number of Performance Units under the ROI, SG&A and GP Performance Goals shall be determined using the above table. Under these three components of the Performance Goals, the collective number of Performance RSUs that can be earned is: Maximum 150,000, Target 75,000, and Threshold 12,500.
	B.		After adjustment for forfeitures as provided in Section 2, the number of Performance RSUs paid to you will be determined based on the Company’s ranking on each of the four Performance Goals. Notwithstanding the foregoing, the maximum number of Performance RSUs you can earn will be an aggregate of 200% (two times) the original Target Award granted to you, and the minimum number of Performance RSUs that you can earn is zero.
	C.		Issuance of shares earned under this Award shall be made to you as soon as practicable but no later than 45 days following certification by the Compensation Committee of the Board of Directors of the Company (the “Committee”) as set forth below, unless you timely elect a deferred payment/receipt in the manner and within the time frames specified by the Committee and in compliance with Code Section 409A (the “Payout Date”) . In the event of your death prior to the Payout Date, any amount payable to you under the Award will be paid to your designated beneficiary or, if none, to your estate. Prior to any issuance under this Award, the Committee shall certify in writing, by resolution or otherwise, that the Performance Goals and any other material terms of the Award were in fact satisfied and the amount to be paid in respect of the Performance RSUs as a result of the achievement of the Performance Goals.

D.

The Award shall vest as follows:

		The number of Performance RSUs that vest will be determined after the completion of the performance period, which shall begin on October 1, 2010 and end on September 30, 2012 (the “Performance Period”), and will be based on the final peer rankings on each of the four Performance Goals as set forth in this Section 2.
		Notwithstanding anything contained in these Standard Terms and Conditions to the contrary:

	(i)		if the Grantee’s separation from service is due to death or disability before September 30, 2012, then after the Performance Period is completed and vesting determined, if any, the Grantee or his beneficiaries will be paid a number of Performance RSUs determined on a pro-rata basis based on the number of full months completed from the Grant Date before the death or disability.
	(ii)		if after 13 months has passed since the Grant Date, the Grantee’s separation from service is due to voluntary (without cause) or involuntary (without cause) termination, retirement or resignation before September 30, 2012, then after the Performance Period is completed and vesting determined, if any, the Grantee will be paid a number of Performance RSUs determined on a pro-rata basis based on the number of full months completed from the Grant Date to the date of separation of service.
	(iii)		if the Grantee’s separation from service is for any reason other than those listed in (i) and (ii) above, any unvested portion of the Award held by the Grantee shall be forfeited and canceled as of the date of such separation of service.

		For purposes of this Section 2, “pro-rata portion” means a percentage, where the numerator is the number of full months completed between October 1, 2010 and the date of the Grantee’s separation of service, and the denominator is 24 months.
3.		SETTLEMENT OF PERFORMANCE RESTRICTED STOCK UNITS
		Vested Performance RSUs shall be settled by the delivery to the Grantee or a designated brokerage firm of one Share per vested Performance RSU on or before November 30, 2012 or as soon as reasonably practicable thereafter.
4.		RIGHTS AS STOCKHOLDER
		The Grantee shall have no voting rights and no right to receive any dividends with respect to Common Shares underlying Performance RSUs unless and until such Common Shares are reflected as issued and outstanding shares on the Company’s stock ledger.

5.		CHANGE IN CONTROL
		Unless otherwise provided in an employment, severance or other agreement between the Company and the Grantee, the Committee shall determine the effect of a Change in Control on all unvested Performance RSUs. Without limitation, the Committee may provide for the acceleration of vesting of all or a portion of the unvested Performance RSUs at such performance level as determined by the Committee, for a payment based on the Change in Control Price in settlement of the Performance RSUs at such performance level as determined by the Committee, or for the assumption or substitution of Performance RSUs by the Grantee’s employer (or the parent or an Affiliate of such employer) or other service recipient that engages the Grantee immediately following the Change in Control. In all events, any action under this Section 5 shall comply with the applicable requirements of Section 409A of the Code.
6.		RESTRICTIONS ON RESALES OF SHARES
		The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by the Grantee or other subsequent transfers by the Grantee of any Common Shares issued in respect of vested Performance RSUs, including without limitation (a) restrictions under an insider trading policy, (b) restrictions designed to delay and/or coordinate the timing and manner of sales by Grantee and other holders and (c) restrictions as to the use of a specified brokerage firm for such resales or other transfers.
7.		INCOME TAXES
		The Company shall not deliver shares in respect of any Performance RSUs unless and until the Grantee has made arrangements satisfactory to the Committee to satisfy applicable withholding tax obligations. Unless otherwise permitted by the Committee, withholding shall be effected by withholding Common Shares issuable in connection with the delivery of the Performance RSUs (net withholding provision) in an amount to satisfy the Grantee’s withholding tax obligations. The Grantee acknowledges that the Company shall have the right to deduct any taxes required to be withheld by law in connection with the delivery of the Performance RSUs from any amounts payable by it to the Grantee (including, without limitation, future cash wages).
8.		NON-TRANSFERABILITY OF AWARD
		The Grantee represents and warrants that the Performance RSUs are being acquired by the Grantee solely for the Grantee’s own account for investment and not with a view to or for sale in connection with any distribution thereof. The Grantee further understands, acknowledges and agrees that, except as otherwise provided in the Plan, the Performance RSUs may not be sold, assigned, transferred, pledged or otherwise directly or indirectly encumbered or disposed of except to the extent expressly permitted hereby and at all times in compliance with the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Securities Exchange Commission thereunder, and in compliance with applicable state securities or “blue sky” laws and non-U.S. securities laws. Unless

permitted by the Committee, the Performance RSUs may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated by the Grantee other than by will or the laws of descent and distribution.

9.		THE PLAN AND OTHER AGREEMENTS
		In addition to these Terms and Conditions, the Award shall be subject to the terms of the Plan, which are incorporated into these Standard Terms and Conditions by this reference. Certain capitalized terms not otherwise defined herein are defined in the Plan. In the event of a conflict between the terms and conditions of these Standard Terms and Condition and the Plan, the Plan controls.
		Subject to the next paragraph, the Grant Notice, these Standard Terms and Conditions and the Plan constitute the entire understanding between the Grantee and the Company regarding the Award, and any prior agreements, commitments or negotiations concerning the Award are superseded.
		The Award (including the terms described herein) are subject to the provisions of the Plan and, if the Grantee is outside the U.S., there may be an addendum containing special terms and conditions applicable to grants in the Grantee’s country. The grant of the Performance RSUs to any such Grantee is contingent upon the Grantee executing and returning any such addendum in the manner directed by the Company.
10.		NOT A CONTRACT FOR EMPLOYMENT
		Nothing in the Plan, in the Grant Notice, these Standard Terms and Conditions or any other instrument executed pursuant to the Plan shall confer upon the Grantee any right to continue in the Company’s employ or service nor limit in any way the Company’s right to terminate the Grantee’s employment or other service at any time for any reason.
11.		SEVERABILITY
		In the event that any provision of these Standard Terms and Conditions is declared to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision shall be reformed, if possible, to the extent necessary to render it legal, valid and enforceable, or otherwise deleted, and the remainder of these Standard Terms and Conditions shall not be affected except to the extent necessary to reform or delete such illegal, invalid or unenforceable provision.
12.		HEADINGS
		The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of these Standard Terms and Conditions, nor shall they affect its meaning, construction or effect.

13.		FURTHER ASSURANCES
		Each party shall cooperate and take such action as may be reasonably requested by another party in order to carry out the provisions and purposes of these Standard Terms and Conditions.
14.		BINDING EFFECT
		These Standard Terms and Conditions shall inure to the benefit of and be binding upon the parties hereto and their respective permitted heirs, beneficiaries, successors and assigns.
15.		ELECTRONIC DELIVERY
		By executing the Grant Notice, the Grantee hereby consents to the delivery of information (including, without limitation, information required to be delivered to the Grantee pursuant to applicable securities laws) regarding the Company and its subsidiaries, the Plan, and the Performance RSUs via Company web site or other electronic delivery.
16.		SECTION 409A
		The Award shall be administered pursuant to the requirements of Section 409A of the Code. For purposes hereof, “separation from service” shall have the meaning specified in Section 409A of the Code and the regulations thereunder. To the extent required by Section 409A of the Code, any payment hereunder to a Grantee is a “specified employee” shall be delayed until six months following such Grantee’s separation from service.
17.		DEFINITIONS [Examples of Performance Goal and Related Definitions]
		Total Shareholder Return: For purposes of Total Shareholder Return, the following terms shall have the following meanings:
		“Relative Total Shareholder Return” for the Performance Period means the Company’s Total Shareholder Return, as compared to the S&P 500 Index Total Shareholder Return. See Exhibit A for examples of this calculation. For this purpose the Total Shareholder Return shall be computed by Standard and Poor’s.
		“Total Shareholder Return” shall mean the total shareholder return of the Company and for the S&P 500 Index for the Performance Period as determined by Standard and Poor’s after the Performance Period using the same or materially similar criteria used by Standard and Poor’s in preparing the stock performance graph included each year in the Company’s public filings (Form 10-K or proxy statement, as applicable).

		Return on Investment: For purposes of Return on Investment, the following terms shall have the following meanings:
		“Annual Pre-Tax Income” for a period of four consecutive quarters means the sum of quarterly homebuilding income (loss) before income taxes (including corporate general and administrative expenses) during the four quarters of the Company’s fiscal year.
		“Annual Return on Investment” or “Annual ROI” for a period of four consecutive quarters means the Annual Pre-Tax Income for the four quarters of the Company’s fiscal year divided by the Annual Total Assets for the four quarters of the Company’s fiscal year.
		“Annual Total Assets” for a period of four consecutive quarters of the Company’s fiscal year means the average of the beginning balance of total inventories, excluding land inventory not owned, as of the end of the quarter immediately preceding the first quarter (i.e., September 30, 2010) and as of the end of each of the four quarters of the Company’s fiscal year (i.e., December 31 st , March 31 st , June 30 th and September 30 th ).
		“Performance Period Return on Investment” or “Performance Period ROI” means the sum of (1) the Annual ROI for the four consecutive quarters ending September 30, 2011, and (2) the Annual ROI for the four consecutive quarters ending September 30, 2012.
		“Relative Return on Investment” or “Relative ROI” means the Performance Period ROI of the Company, compared to the other members of the Homebuilding Peer Group.
		SG&A Containment: For purposes of SG&A Containment or SG&A, the following terms shall have the following meanings:
		“SG&A Containment” or “SG&A” means consolidated homebuilding selling, general and administrative expense (including corporate general and administrative expenses) as a percent of consolidated homebuilding revenue determined from the Company’s or from a Homebuilding Peer Group member’s, as applicable, Consolidated Statements of Operations (or equivalent statement or disclosure in a publicly filed Form 10-K or Form 10-Q), for the Performance Period.
		“Relative SG&A Containment” means the SG&A Containment (of the Company and each member of the Homebuilding Peer Group, determined on an individual basis as applicable), as compared to and ranked with the other members of the Homebuilding Peer Group.

		Gross Profit: For purposes of Gross Profit, the following terms shall have the following meanings:
		“Gross Profit” means gross profit (homebuilding revenue minus homebuilding cost of sales, including impairments and related write-off costs) divided by homebuilding revenue (expressed as a percentage) as reported in the Consolidated Statements of Operations (or equivalent statement or disclosure in a publicly filed Form 10-K or Form 10-Q), for the Performance Period, expressed in percentage terms.
		“Relative Gross Profit” means the Gross Profit (of the Company and each member of the Homebuilding Peer Group, determined on an individual basis as applicable), as compared to and ranked with the other members of the Homebuilding Peer Group.
		Other Definitions:
		“Code” means the Internal Revenue Code of 1986, as amended, and the rulings, regulations and other guidance thereunder.
		“Homebuilding Peer Group” means the companies listed on Exhibit B . If a member of the Peer Group is acquired or is otherwise a party to a corporate transaction and no longer exists as a separate entity, or if its common stock is delisted, the ranking of the ROI, SG&A and GP Performance Goals of the Homebuilding Peer Group will be determined for the performance period retroactively to October 1, 2010, without such former peer group member.
		“Performance Period” means the 2-year period (8 quarters or 24 months) beginning October 1, 2010 and ending September 30, 2012. In comparing results of the Company with the performance of the other companies in the Homebuilding Peer Group, there shall be used the fiscal quarter that corresponds to the same fiscal quarter of the Company, or if there is not a comparable period, then the fiscal quarter ending most closely before a fiscal quarter of the Company and, in the case of fiscal year computations, there shall be used the four fiscal quarters ending at or most closely preceding the fiscal year of the Company; provided that the performance metrics will be compared to those of the Company’s Homebuilding Peer Group based on publicly available information of the Homebuilding Peer Group at September 30, 2011, and 2012, as applicable.
		“Retirement” has the meaning set forth in the Plan or in a manner consistent with the Company’s other incentive plans or such date as the Committee shall approve.
		“Disability” has the meaning set forth in the Plan or in a manner consistent with the Company’s other incentive plans or such date as the Committee shall approve.
(a)		Rules of Construction . All references to Sections refer to sections in this Award. The titles to sections of this Award are for convenience of reference only and, in the case of conflict, the text of this Award, rather than the titles, shall control.

EXHIBIT A

Examples of Total Shareholder Return Rankings

Company compared to S&P 500 Index

Example 1: If after the Performance Period the S&P 500 Index had a Total Shareholder Return of 10% and DHI had a Total Shareholder Return of 10% then the ranking payout on this TSR Performance Goal would be equal to the Target RSUs of 25,000.

Example 2: If after the Performance Period the S&P 500 Index had a Total Shareholder Return of 10% and DHI had a Total Shareholder Return of 5% then the ranking payout on this TSR Performance Goal would equal to 12,500 RSUs (25,000 minus 12,500).

Example 3: If after the Performance Period the S&P 500 Index had a Total Shareholder Return of 10% and DHI had a Total Shareholder Return of 14% then the ranking payout on this TSR Performance Goal would equal to 35,000 RSUs (25,000 plus 10,000).

Example 4: If after the Performance Period the S&P 500 Index had a Total Shareholder Return of 10% and DHI had a Total Shareholder Return of 20% then the ranking payout on this TSR Performance Goal would equal to 50,000 RSUs (25,000 plus 25,000).

Example 5: If after the Performance Period the S&P 500 Index had a Total Shareholder Return of -5% and DHI had a Total Shareholder Return of -5% then the ranking payout on this TSR Performance Goal would equal to 25,000 RSUs (equal to Target).

Example 6: If after the Performance Period the S&P 500 Index had a Total Shareholder Return of -4% and DHI had a Total Shareholder Return of -6% then the ranking payout on this TSR Performance Goal would equal to 20,000 RSUs (25,000 minus 5,000).

Example 7: If after the Performance Period the S&P 500 Index had a Total Shareholder Return of -1% and DHI had a Total Shareholder Return of 0% (flat) then the ranking payout on this TSR Performance Goal would equal to 27,500 RSUs (25,000 plus 2,500).

Example 8: If after the Performance Period the S&P 500 Index had a Total Shareholder Return of -1% and DHI had a Total Shareholder Return of 1% then the ranking payout on this TSR Performance Goal would equal to 30,000 RSUs (25,000 plus 5,000).

Total of ten companies in Homebuilder Peer Group related to ROI, SG&A and GP (eleven including the Company (DHI)).

EXHIBIT C
EXAMPLES OF FINAL RANKING CALCULATIONS
(to follow)

Exhibit 10.2

D.R. HORTON, INC.
2006 STOCK INCENTIVE PLAN

STOCK AWARD AGREEMENT

          This Stock Award Agreement (this “Agreement”) is made and entered into as of _________________ (the “Effective Date”) by and between D.R. Horton, Inc. (the “Company”), and _________________ (the “Participant”).

           WHEREAS , the Participant is an employee or officer of the Company or any Subsidiary thereof;

           WHEREAS , the Company has established the D.R. Horton, Inc 2006 Stock Incentive Plan (the “Plan”), whereby the Company may issue shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), to certain of the employees and officers of the Company and any Subsidiary thereof. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Plan;

           WHEREAS , in order to attract, motivate and retain the services of the Participant, the Company is willing to issue shares of Common Stock to the Participant on the terms and conditions set forth in this Agreement;

           WHEREAS , Plan Section 8(c) authorizes the Company to grant Shares without any performance criteria or vesting provisions if such Shares are issued in payment or settlement of compensation that has already been earned by the Participant; and

           WHEREAS , the Shares contemplated for grant hereunder are issued in payment or settlement of compensation that the Participant has already earned.

           NOW, THEREFORE , the Company, acting through the Compensation Committee of the Board of Directors, hereby agrees to issue to the Participant certain Shares of Common Stock, and the Participant hereby accepts such Shares, on the terms and conditions hereinafter set forth.

1.

AUTHORITY .

          The shares of Common Stock issuable to the Participant pursuant to this Agreement will be issued pursuant to the authority granted under the Plan and are subject to all the terms and conditions of the Plan, as the same may be amended or otherwise modified from time to time. The interpretation and construction of this Agreement by the Compensation Committee of the Board of Directors of the Company, which has been designated by the Board to administer the Plan (the “Administrator”) and such rules and regulations as may be adopted by the Administrator for the purpose of administering the Plan, shall be final and binding upon the Participant. The Company shall, upon written request therefor, send a copy of the Plan, in its then current form, to the Participant.

2.

GRANT OF AWARD .

          Pursuant to the terms of the Plan, ________________ shares of Common Stock (the “Shares”) are hereby issued to the Participant. Such Shares are fully vested and nonforfeitable. They are fully paid and nonassessable, and may be issued in book entry form or by physical delivery, at the Participant’s election.

3.

PAYMENTS TO COMPANY .

          By the execution of this Agreement, the Participant agrees to pay to the Company the amount of federal, state and local taxes that the Company is required to withhold and remit to the taxing authorities applicable to the Participant as a result of the transactions contemplated by this Agreement (collectively, “Taxes”). The Participant shall pay to the Company an amount equal to the Taxes the Company is required to withhold and remit as calculated by the Company in accordance with the rules and regulations of applicable taxing authorities governing the calculation of such withholding. If the Participant fails or refuses to make such payment to the Company on its due date, the Participant hereby authorizes the Company, in addition to any of its other remedies, to withhold from any other compensation or payments due by the Company to the Participant an amount sufficient to pay such withholding plus interest as hereafter provided until such withholding and interest is paid in full. Pursuant to Section 16 of the Plan, unless the Participant chooses to satisfy in cash the Taxes the Company is required to withhold as set forth above, by execution of this Agreement the Participant instructs and authorizes the Company to withhold on the Participant’s behalf the number of shares of Common Stock from those Shares issuable to the Participant at the time of grant as the Company determines to be sufficient to satisfy the Taxes the Company is required to withhold.

4.

COMPLIANCE WITH APPLICABLE LAW .

          The Award is subject to the condition that if the listing, registration or qualification of the Shares subject to the Award upon any securities exchange or under any law, or the consent or approval of any governmental body, or the taking of any other action is necessary or desirable as a condition of, or in connection with, the delivery of such Shares, the Shares subject to the Award shall not be delivered, in whole or in part, unless such listing, registration, qualification, consent or approval shall have been effected or obtained, free of any conditions not acceptable to the Company. The Company agrees to use reasonable efforts to effect or obtain any such listing, registration, qualification, consent or approval.

5.

MISCELLANEOUS .

          5.1 Notice . Any notice required or permitted to be given hereunder shall be deemed sufficiently given if sent by registered or certified mail, postage prepaid, addressed to the addressee at his, her or its address last provided the sender in writing by the addressee for purposes of receiving notices hereunder or, unless or until such address shall be so furnished, to the address indicated opposite his, her or its signature to this Agreement. Each party may also provide notice by sending the other party a facsimile at a number provided by such other party.

          5.2 No Right to Employment . This Agreement is not an employment agreement and shall not confer on the Participant any right to be retained as an Employee or Director of the Company or any Subsidiary, Parent, successor or affiliate of the Company.

          5.3 Plan Controls . The Company and the Participant (by his or her acceptance of this Agreement) agree that each will be subject to and bound by all of the terms and conditions of the Plan, a copy of which is attached hereto and made a part hereof. In the event of a conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall govern.

          5.4 Governing Law . This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, and all questions relating to the validity and performance hereof and remedies hereunder shall be determined in accordance with such law.

          5.5 Modification and No Waiver of Breach . No waiver or modification of this Agreement shall be binding unless it is in writing signed by the parties hereto. No waiver by a party of a breach hereof by the other party shall be deemed to constitute a waiver of a future breach, whether of a similar or dissimilar nature, except to the extent specifically provided in any written waiver under this Section 5.5.

          5.6 Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same agreement.

          5.7 Captions . The captions used herein are for ease of reference only and shall not define or limit the provisions hereof.

          5.8 Entire Agreement . This Agreement together with any agreement, plans or other documents implementing the terms of this Agreement constitute the entire agreement between the parties hereto relating to the matters encompassed hereby and supersede any prior oral or written agreements.

           IN WITNESS WHEREOF , this Agreement has been duly executed as of the day and year first written above.

		D.R. HORTON, INC. ,
		a Delaware corporation
		By: The Compensation Committee of the Board of Directors
		By:
		Name:
		Title:

Address for Notices:

     D.R. Horton, Inc.

     301 Commerce Street, Suite 500

     Fort Worth, TX 76102

     Attention: General Counsel

		Participant:
		Printed Name:
Address for Notices: