S-3/A

As filed with the Securities and Exchange Commission on August 12, 2004

Registration No. 333-117531

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 2
to

Form S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
D.R. HORTON, INC.

Co-registrants are listed on the following pages.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of	75-2386963
incorporation or organization)	(I.R.S. Employer Identification No.)

	Paul W. Buchschacher
	Vice President & Corporate Counsel
	1901 Ascension Blvd., Suite 100
1901 Ascension Blvd., Suite 100	Arlington, Texas 76006
Arlington, Texas 76006	(817) 856-8200
(817) 856-8200	(Name, address, including zip code, and
(Address, including zip code, and telephone	telephone number, including area code,
principal executive offices)	of agent for service)

The Commission is requested to mail copies of all orders, notices and communications to:

Irwin F. Sentilles, III
Gibson, Dunn & Crutcher LLP
2100 McKinney Ave., Suite 1100
Dallas, Texas 75201
(214) 698-3100

Approximate date of commencement of proposed sale to the public:
From time to time after this registration statement becomes effective.

     If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

     If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. þ

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

     The following direct and indirect subsidiaries of registrant may guarantee the debt securities or issue trust preferred securities and are co-registrants under this registration statement.

	Jurisdiction of
	Incorporation	I.R.S. Employer
Name of Co-Registrant	or Organization	Identification No.
C. Richard Dobson Builders, Inc.	Virginia	54-1082672
CH Investments of Texas, Inc.	Delaware	86-0831611
CHI Construction Company	Arizona	86-0533370
CHTEX of Texas, Inc.	Delaware	74-2791268
Continental Homes, Inc.	Delaware	86-0515339
Continental Homes of Texas, L.P.	Texas	74-2791904
Continental Residential, Inc.	California	86-0596757
D.R. Horton — Emerald, Ltd.	Texas	75-2926873
D.R. Horton, Inc. — Birmingham	Alabama	62-1666398
D.R. Horton, Inc. — Chicago	Delaware	75-2795240
D.R. Horton, Inc. — Denver	Delaware	75-2666727
D.R. Horton, Inc. — Dietz-Crane	Delaware	75-2926868
D.R. Horton, Inc. — Greensboro	Delaware	75-2599897
D.R. Horton, Inc. — Jacksonville	Delaware	75-2460269
D.R. Horton, Inc. — Louisville	Delaware	75-2636512
D.R. Horton, Inc. — Minnesota	Delaware	75-2527442
D.R. Horton, Inc. — New Jersey	Delaware	75-2665362
D.R. Horton, Inc. — Portland	Delaware	75-2763765
D.R. Horton, Inc. — Sacramento	California	75-2569592
D.R. Horton, Inc. — Torrey	Delaware	75-2689997
D.R. Horton Los Angeles Holding Company, Inc.	California	75-2589298
D.R. Horton Management Company, Ltd.	Texas	75-2436079
D.R. Horton Materials, Inc.	Delaware	75-2926870
D.R. Horton San Diego Holding Company, Inc.	California	75-2589293
D.R. Horton — Schuler Homes, LLC	Delaware	02-0548194
D.R. Horton — Texas, Ltd.	Texas	75-2491320
DRH Cambridge Homes, Inc.	California	75-2589359
DRH Cambridge Homes, LLC	Delaware	75-2797879
DRH Capital Trust I	Delaware	75-6598130
DRH Capital Trust II	Delaware	75-6598131
DRH Capital Trust III	Delaware	75-6598132
DRH Construction, Inc.	Delaware	75-2633738
DRH Energy, Inc.	Colorado	75-2695520
DRH Regrem IV, Inc.	Delaware	75-2926871
DRH Regrem V, Inc.	Delaware	75-2926872
DRH Regrem VII, LP	Texas	75-2926874
DRH Regrem VIII, LLC	Delaware	75-2926876
DRH Regrem IX, Inc.	Delaware	65-1218940
DRH Regrem X, Inc.	Delaware	65-1218941
DRH Regrem XI, Inc.	Delaware	65-1218942
DRH Regrem XII, LP	Texas	65-1218943
DRH Southwest Construction, Inc.	California	75-2589289
DRH Tucson Construction, Inc.	Delaware	75-2709796
DRHI, Inc.	Delaware	75-2433464
HPH Homebuilders 2000 L.P.	California	68-0368156
KDB Homes, Inc.	Delaware	86-0565376
Meadows I, Ltd.	Delaware	75-2436082
Meadows II, Ltd.	Delaware	51-0342206
Meadows VIII, Ltd.	Delaware	75-2824511
Meadows IX, Inc.	New Jersey	75-2684821
Meadows X, Inc.	New Jersey	75-2684823
Melmort Co.	Colorado	84-1261600
Melody Homes, Inc.	Delaware	88-0309544

	Jurisdiction of
	Incorporation	I.R.S. Employer
Name of Co-Registrant	or Organization	Identification No.
Schuler Homes of Arizona LLC	Delaware	99-0350555
Schuler Homes of California, Inc.	California	99-0328127
Schuler Homes of Oregon, Inc.	Oregon	99-0330791
Schuler Homes of Washington, Inc.	Washington	99-0329483
Schuler Mortgage, Inc.	Delaware	99-0349664
Schuler Realty Hawaii, Inc.	Hawaii	99-0290556
SGS Communities at Grande Quay, LLC	New Jersey	22-3481784
SHA Construction LLC	Delaware	86-1002579
SHLR of California, Inc.	California	99-0350554
SHLR of Colorado, Inc.	Colorado	99-0336801
SHLR of Nevada, Inc.	Nevada	99-0343628
SHLR of Utah, Inc.	Utah	99-0336937
SHLR of Washington, Inc.	Washington	99-0334375
SRHI LLC	Delaware	99-0343629
SSHI LLC	Delaware	91-1842222
The Club at Pradera, Inc.	Delaware	75-2926869
Vertical Construction Corporation	Delaware	22-3216488
Western Pacific Funding, Inc.	California	68-0346564
Western Pacific Housing Co., a California limited partnership	California	33-0634552
Western Pacific Housing Management, Inc.	California	95-4692688
Western Pacific Housing, Inc.	Delaware	95-4887164
Western Pacific Housing-Antigua, LLC	Delaware	95-4750872
Western Pacific Housing-Aviara, L.P.	California	95-4550008
Western Pacific Housing-Boardwalk, LLC	Delaware	95-4871227
Western Pacific Housing-Broadway, LLC	Delaware	95-4850687
Western Pacific Housing-Canyon Park, LLC	Delaware	95-4716219
Western Pacific Housing-Carmel, LLC	Delaware	95-4717091
Western Pacific Housing-Carrillo, LLC	Delaware	95-4815705
Western Pacific Housing-Communications Hill, LLC	Delaware	95-4637162
Western Pacific Housing-Copper Canyon, LLC	Delaware	95-4817406
Western Pacific Housing-Creekside, LLC	Delaware	95-4769848
Western Pacific Housing-Culver City, L.P.	California	95-4539563
Western Pacific Housing-Del Valle, LLC	Delaware	95-4887242
Western Pacific Housing-Lomas Verdes, LLC	Delaware	95-4783214
Western Pacific Housing-Lost Hills Park, LLC	Delaware	95-4652041
Western Pacific Housing-McGonigle Canyon, LLC	Delaware	95-4735759
Western Pacific Housing-Mountaingate, L.P.	California	95-4539564
Western Pacific Housing-Norco Estates, LLC	Delaware	95-4686652
Western Pacific Housing-Oso, L.P.	California	95-4496774
Western Pacific Housing-Pacific Park II, LLC	Delaware	95-4636584
Western Pacific Housing-Park Avenue East, LLC	Delaware	52-2350169
Western Pacific Housing-Park Avenue West, LLC	Delaware	95-4888647
Western Pacific Housing-Playa Vista, LLC	Delaware	95-4879655
Western Pacific Housing-Poinsettia, L.P.	California	95-4619838
Western Pacific Housing-River Ridge, LLC	Delaware	95-4870837
Western Pacific Housing-Robinhood Ridge, LLC	Delaware	95-4838666
Western Pacific Housing-Santa Fe, LLC	Delaware	95-4741001
Western Pacific Housing-Scripps II, LLC	Delaware	95-4688133
Western Pacific Housing-Scripps, L.P.	California	95-4608187
Western Pacific Housing-Seacove, L.P.	California	95-4473471
Western Pacific Housing-Studio 528, LLC	Delaware	95-4877069
Western Pacific Housing-Terra Bay Duets, LLC	Delaware	95-4878114
Western Pacific Housing-Torrance, LLC	Delaware	95-4879653
Western Pacific Housing-Torrey Commercial, LLC	Delaware	95-4769208
Western Pacific Housing-Torrey Meadows, LLC	Delaware	95-4878113
Western Pacific Housing-Torrey Multi-Family, LLC	Delaware	95-4781243
Western Pacific Housing-Torrey Village Center, LLC	Delaware	95-4837541

	Jurisdiction of
	Incorporation	I.R.S. Employer
Name of Co-Registrant	or Organization	Identification No.
Western Pacific Housing-Vineyard Terrace, LLC	Delaware	95-4761820
Western Pacific Housing-Windemere, LLC	Delaware	95-4879656
Western Pacific Housing-Windflower, L.P.	California	95-4504317
WPH-Camino Ruiz, LLC	Delaware	95-4802985

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer is not permitted.

Subject to Completion, August 12, 2004

PROSPECTUS

$2,000,000,000

D.R. Horton, Inc.

Debt Securities,
Preferred Stock, Depositary Shares,
Common Stock, Warrants,
Stock Purchase Contracts and Stock Purchase Units

Trust Preferred Securities of DRH Capital Trust I,
DRH Capital Trust II and DRH Capital Trust III
and Related Subordinated Trust Debt Securities
and Guarantees of D.R. Horton, Inc.

Units of These Securities

We will provide specific terms of these securities in supplements to this prospectus at the time we offer or sell any of these securities. You should read this prospectus and any supplement carefully before you invest.

Investing in these securities involves risks. See “Risk Factors” beginning on page 1 and in the prospectus supplement we will deliver with this prospectus.

Our common stock is listed on the New York Stock Exchange under the symbol “DHI.”

The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This prospectus is dated                    , 2004

TABLE OF CONTENTS

Forward-looking Statements	i
Risk Factors	1
The Company	4
The Trusts	4
Securities We May Offer	5
Use of Proceeds	6
Summary Consolidated Financial Information and Operating Data	7
Ratio of Earnings to Fixed Charges	9
Description of Debt Securities	9
Description of Common Stock, Preferred Stock and Depositary Shares	12
Description of Warrants	15
Description of Stock Purchase Contracts and Stock Purchase Units	16
Description of Units	16
Description of Trust Preferred Securities and Subordinated Trust Debt Securities	17
Plan of Distribution	25
Legal Matters	26
Experts	26
Where You Can Find More Information	26
Incorporation of Certain Documents by Reference	27
Senior Debt Securities Indenture
Senior Subordinated Debt Securities Indenture
Form of Subordinated Trust Debt Securities Indenture
Amended/Restated Trust Agreement - Trust I
Amended/Restated Trust Agreement - Trust II
Amended/Restated Trust Agreement - Trust III
Trust Guarantee Agreement for DRH Capital Trust I
Trust Guarantee Agreement for DRH Capital Trust II
Trust Guarantee Agreement for DRH Capital Trust III
Consent of Ernst & Young LLP

     Unless the context otherwise requires, the terms “D.R. Horton,” the “Company,” “we” and “our” refer to D.R. Horton, Inc., a Delaware corporation, and its predecessors and subsidiaries.

FORWARD-LOOKING STATEMENTS

     The statements contained in this prospectus and the information incorporated by reference into this prospectus include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on management’s beliefs as well as assumptions made by, and information currently available to, management. These forward-looking statements typically include the words “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “objective,” “plan,” “projection,” “seek,” “strategy” or other words of similar meaning. These forward-looking statements involve risks, uncertainties and other factors that may cause our actual results to differ materially from the expectations or results we discuss in the forward-looking statements. These risks, uncertainties and other factors include, but are not limited to:

• changes in general economic, real estate and business conditions;

• changes in interest rates and the availability of mortgage financing;

• governmental regulations and environmental matters;

• our substantial debt;

• competitive conditions within our industry;

• the availability of capital; and

• our ability to effect our growth strategies successfully.

     We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. However, any further disclosures made on related subjects in additional documents incorporated into this prospectus by reference should be consulted.

     For further factors you should consider, please refer to the “Risk Factors” section beginning on page 1 of this prospectus and the Management’s Discussion and Analysis of Financial Condition and Results of Operations section in our annual report on Form 10-K for the year ended September 30, 2003 and in our quarterly reports on Form 10-Q for the quarters ended December 31, 2003 and March 31, 2004.

i

RISK FACTORS

     Before purchasing any securities we may offer, you should consider all of the information set forth in this prospectus, in the prospectus supplement we will deliver with this prospectus, and in the information incorporated by reference. In particular, you should evaluate the risk factors relating to our business set forth below and the risk factors set forth in the prospectus supplement we will deliver with this prospectus. It is anticipated that the prospectus supplement will contain a description of the risks relating to the securities we may offer pursuant to the prospectus supplement.

Because of the cyclical nature of our industry, future changes in general economic, real estate construction or other business conditions could adversely affect our business.

     Cyclical Industry. The homebuilding industry is cyclical and is significantly affected by changes in general and local economic conditions, such as:

• employment levels;

• availability of financing for home buyers;

• interest rates;

• consumer confidence; and

• housing demand.

These may occur on a national scale or may affect some of the regions in which we operate more than others.

     An oversupply of alternatives to new homes, such as rental properties and used homes, could depress new home prices and reduce our margins on the sales of new homes.

     Risks Related to National Security. Continued military deployments in the Middle East and other overseas regions, terrorist attacks, other acts of violence or threats to national security, and any corresponding response by the United States or others, or related domestic or international instability, may adversely affect general economic conditions or cause a slowdown of the national economy, which in turn could adversely affect our business.

     Inventory Risks. Inventory risks can be substantial for our homebuilding business. We must continuously seek and make acquisitions of land for expansion into new markets and for replacement and expansion of land inventory within our current markets. The risks inherent in purchasing and developing land increase as consumer demand for housing decreases. Thus, we may have bought and developed land on which we cannot build and sell homes. The market value of undeveloped land, building lots and housing inventories can fluctuate significantly as a result of changing market conditions. We cannot assure you that the measures we employ to manage inventory risks and costs will be successful.

     In addition, inventory carrying costs can be significant and can result in losses in a poorly performing project or market. In the event of significant changes in economic or market conditions, we may have to sell homes at a loss.

     Supply Risks. The homebuilding industry has from time to time experienced significant difficulties, including:

• shortages of qualified trades people;

• reliance on local subcontractors, who may be inadequately capitalized;

• shortages of materials; and

• volatile increases in the cost of materials, particularly increases in the price of lumber, drywall and cement, which are significant components of home construction costs.

     Risks from Nature. Weather conditions and natural disasters, such as hurricanes, tornadoes, earthquakes, volcanic activity, droughts, floods and wildfires, can harm our homebuilding business. The climates and geology of many of the states in which we operate, including California, Florida, Georgia, Hawaii, North Carolina, Oregon, South Carolina, Texas and Washington, present increased risks of natural disaster.

1

     As a result of all of the foregoing, in the future, potential customers may be less willing or able to buy our homes, or we may take longer or incur more costs to build them. We may not be able to recapture increased costs by raising prices in many cases because we fix our prices up to six months in advance of delivery by signing home sales contracts. In addition, some home buyers may cancel or not honor their home sales contracts altogether.

Future increases in interest rates or reductions in mortgage availability could prevent potential customers from buying our homes which could adversely affect our business.

     Most of our customers finance their home purchases through lenders providing mortgage financing. Increases in interest rates or decreases in availability of mortgage financing could depress the market for new homes because of the increased monthly mortgage costs to potential home buyers. Even if potential customers do not need financing, changes in interest rates and mortgage availability could make it harder for them to sell their current homes to potential buyers who need financing. This could adversely affect sales of our homes, which could adversely affect our financial results.

     In addition, we believe that the availability of FHA and VA mortgage financing is an important factor in marketing many of our homes. We also believe that the liquidity provided by Fannie Mae and Freddie Mac to the mortgage industry is important to the housing market. Any limitations or restrictions on the availability of such financing or on such liquidity could adversely affect our sales.

Governmental regulations could increase the cost and limit the availability of our development and homebuilding projects or otherwise adversely affect our business.

     We are subject to extensive and complex regulations that affect the development and homebuilding processes, including zoning, density restrictions and building standards. These regulations often provide broad discretion to the administering governmental authorities as to the conditions we must meet prior to being approved, if approved at all. We are subject to determinations by these authorities as to the adequacy of water or sewage facilities, roads or other local services. These can delay or increase the costs of development or homebuilding.

     New housing developments may be subject to various assessments for schools, parks, streets and other public improvements. These can cause an increase in the effective prices for our homes. In addition, increases in property tax rates by local governmental authorities, as recently experienced in response to reduced federal and state funding, can adversely affect the ability of potential customers to obtain financing or their desire to purchase new homes.

     We also are subject to a variety of local, state and federal laws and regulations concerning protection of the environment. These environmental laws may result in delays, may cause us to incur substantial compliance and other costs, and can prohibit or severely restrict development and homebuilding activity in environmentally sensitive regions or areas.

     Our financial services operations are also subject to numerous federal, state and local laws and regulations. These include eligibility requirements for participation in federal loan programs and compliance with consumer lending and similar requirements. These may limit our ability to provide mortgage financing or title services to potential purchasers of our homes.

Our substantial debt could adversely affect our financial condition.

     We have a significant amount of debt. In our most recent offering of debt securities on July 12, 2004, we issued $200.0 million in aggregate principal amount of our 6.125% senior notes due 2014. As of March 31, 2004, assuming we had completed the offering of our 6.125% senior notes on that date and the net proceeds of such offering were used to reduce borrowings under our revolving credit facility, and giving effect to the payment of our 8.375% senior notes due June 15, 2004 from the net proceeds of our January 2004 issuance of our 5% senior notes due 2009, our consolidated debt would have been approximately $3.1 billion. We may incur significant additional debt, subject to the restrictions in our revolving credit facility and our indentures.

     Possible Consequences. The amount of our debt could have important consequences to you. For example, it could:

• limit our ability to obtain future financing for working capital, capital expenditures, acquisitions, debt service requirements or other requirements;

• require us to dedicate a substantial portion of our cash flow from operations to payment of our debt and reduce our ability to use our cash flow for other purposes;

• limit our flexibility in planning for, or reacting to, the changes in our business;

• place us at a competitive disadvantage because we have more debt than some of our competitors; and

• make us more vulnerable in the event of a downturn in our business or in general economic conditions.

     Dependence on Future Performance. Our ability to meet our debt service and other obligations will depend upon our future financial performance. We are engaged in businesses that are substantially affected by changes in economic conditions. Our revenues and earnings vary with the level of general economic activity in the markets we serve. Our businesses are also affected by financial, political, business and other factors, many of which are beyond our control. The factors that affect our ability to generate cash can also affect our ability to raise additional funds for these purposes through the sale of debt or equity securities, the refinancing of debt, or the sale of assets. Changes in prevailing interest rates may affect our ability to meet our debt service obligations, because borrowings under our revolving credit facility bear interest at floating rates. We have entered into “interest rate swap” agreements to fix our interest rate for only a portion of our outstanding borrowings.

2

     Our debt payment obligations for the repayment of principal on our outstanding debt for the 12 months following March 31, 2004 total $606.3 million, including the $150.0 million aggregate principal amount of our 8.375% senior notes due June 15, 2004, which was paid on June 15, 2004 from the net proceeds of our January 2004 issuance of our 5% senior notes due 2009. Based on the current level of operations, we believe our cash flow from operations, available cash, available borrowings under our revolving credit facility, available borrowings under and our ability to refinance or renew our mortgage warehouse loan facility and our mortgage-backed commercial paper conduit facility and our ability to access the capital markets in a timely manner will be adequate to meet our future cash needs. We cannot assure you, however, that in the future our business will generate sufficient cash flow from operations or that borrowings will be available to us in an amount sufficient to enable us to pay or refinance our indebtedness or to fund other cash needs.

     Indenture and Credit Facility Restrictions. The indentures governing our outstanding public debt and our revolving credit facility impose restrictions on our operations and activities. The most significant restrictions relate to debt incurrence, lien incurrence, sales of assets and cash distributions by us and require us to comply with certain financial covenants. If we fail to comply with any of these restrictions or covenants, the trustees or the lending banks, as appropriate, could cause our debt to become due and payable prior to maturity. In addition, available credit under our revolving credit facility is subject to limitations based on specified percentages of the costs of unsold homes, developed lots and lots under development included in inventory and the amount of other senior, unsecured indebtedness. Under the most restrictive of the limitations imposed by our indentures and revolving credit agreement, as of March 31, 2004, assuming we had completed the offering of our 6.125% senior notes due 2014 on that date and the net proceeds of such offering were used to reduce borrowings under our revolving credit facility, and giving effect to the payment of our 8.375% senior notes due June 15, 2004 from the net proceeds of our January 2004 issuance of our 5% senior notes due 2009, we would have been permitted to increase our homebuilding debt by approximately $2,052.6 million. This amount is not intended as an indication of the amount of additional debt we could in fact obtain.

Homebuilding is very competitive, and competitive conditions could adversely affect our business.

     The homebuilding industry is highly competitive. Homebuilders compete not only for home buyers, but also for desirable properties, financing, raw materials and skilled labor. We compete with other local, regional and national homebuilders, including those with a sales presence on the Internet, often within larger subdivisions designed, planned and developed by such homebuilders. The competitive conditions in the homebuilding industry could result in:

• difficulty in acquiring suitable land at acceptable prices;

• increased selling incentives;

• lower sales or profit margins; or

• delays in construction of our homes.

     If we are affected by these competitive conditions at increased levels, our business and results of operations could be adversely affected.

Our future growth may require additional capital, which may not be available.

     Our operations require significant amounts of cash. We may be required to seek additional capital, whether from sales of equity or debt or additional bank borrowings, for the future growth and development of our business. We can give no assurance as to the availability of such additional capital or, if available, whether it would be on terms acceptable to us. Moreover, the indentures for our outstanding debt and our revolving credit facility contain provisions that restrict the debt we may incur in the future. If we are not successful in obtaining sufficient capital, it could reduce our sales and may adversely affect our future growth and results of operations.

We cannot assure you that our growth strategies will be successful.

     Since 1993, we have acquired many homebuilding companies. Although we have recently focused on internal growth, we may make strategic acquisitions of homebuilding companies in the future. Successful strategic acquisitions require the integration of operations and management and other efforts to realize the benefits that may be available. Although we believe that we have been successful in doing so in the past, we can give no assurance that we would be able to identify, acquire and integrate successfully strategic acquisitions in the future. Acquisitions can result in the dilution of existing stockholders if we issue our common stock as consideration or reduce our liquidity or increase our debt if we fund them with cash. In addition, acquisitions can expose us to the risk of writing-off goodwill related to such acquisitions based on the subsequent results of the reporting units to which the acquired businesses were assigned. Moreover, we may not be able to implement successfully our operating and growth strategies within our existing markets.

Homebuilding is subject to warranty and product liability claims in the ordinary course of business that can be significant.

     As a homebuilder, we are subject to home warranty and construction defect claims arising in the ordinary course of business. As a consequence, we maintain product liability insurance, obtain indemnities and certificates of insurance from subcontractors generally covering claims related to workmanship and materials and create warranty reserves for the homes we sell based on historical experience in our markets and our judgment of the qualitative risks associated with the types of homes built. Because of the uncertainties inherent to these matters, we cannot provide assurance that our insurance coverage, our subcontractor arrangements and our reserves will be adequate to address all of our warranty and construction defect claims in the future. Contractual indemnities can be difficult to enforce, we may be responsible for applicable self-insured retentions and some types of claims may not be covered by insurance or may exceed applicable coverage limits. Additionally, the coverage offered by and availability of product liability insurance for construction defects is currently limited and costly. There can be no assurance that coverage will not be further restricted and become more costly.

3

THE COMPANY

     We are a national homebuilder. We construct and sell single-family homes in metropolitan areas of the Mid-Atlantic, Midwest, Southeast, Southwest and West regions of the United States. We offer high quality homes, designed principally for first-time and move-up home buyers. Our homes generally range in size from 1,000 to 5,000 square feet and range in price from $80,000 to $900,000. For the year ended September 30, 2003, we closed 35,934 homes with an average closing sales price approximating $231,900. For the six months ended March 31, 2004, we closed 19,065 homes with an average closing sales price approximating $230,000.

     We are one of the largest and most geographically diversified homebuilders in the United States, with operating divisions in 21 states and 51 markets. The markets we operate in include: Albuquerque, Atlanta, Austin, Baltimore, Bend (Oregon), Birmingham, Charleston, Charlotte, Chicago, Colorado Springs, Columbia, Dallas, Denver, Fort Collins, Fort Myers/ Naples, Fort Worth, Greensboro, Greenville, Hawaii, Hilton Head, Houston, Inland Empire (Southern California), Jacksonville, Killeen (Texas), Laredo (Texas), Las Vegas, Los Angeles, Maryland-D.C., Miami/ West Palm Beach, Minneapolis/ St. Paul, Myrtle Beach, New Jersey, Oakland, Orange County, Orlando, Philadelphia, Phoenix, Portland, Raleigh/ Durham, Rio Grande Valley (Texas), Sacramento, Savannah, Salt Lake City, San Antonio, San Diego, San Francisco, Seattle/ Tacoma, Tampa, Tucson, Ventura County, and Virginia-D.C.

     Our financial reporting segments consist of homebuilding and financial services. Our homebuilding operations are a substantial part of our business, comprising approximately 98% of consolidated revenues for the year ended September 30, 2003 and for the six months ended March 31, 2004, and approximately 91% and 94% of our consolidated income before income taxes for the year ended September 30, 2003 and for the six months ended March 31, 2004, respectively. Our homebuilding operations segment generates the majority of its revenues from the sale of completed homes with a lesser amount from the sale of land and lots. Our financial services segment generates its revenues from originating and selling mortgages and collecting fees for title insurance and closing services. Financial information, including revenue, pre-tax income and identifiable assets, for both of our reporting segments is included in our consolidated financial statements.

     Donald R. Horton began our homebuilding business in 1978. In 1991 we were incorporated in Delaware to acquire the assets and businesses of our predecessor companies which were residential home construction and development companies owned or controlled by Mr. Horton. Since July 1993, we have acquired 17 other homebuilding companies. Our acquisitions have strengthened our market position in existing markets and expanded our geographic presence and product offerings in other markets.

     Our principal executive offices are at 1901 Ascension Blvd., Suite 100, Arlington, Texas 76006, our telephone number is (817) 856-8200, and our Internet website address is www.drhorton.com. Information on our Internet website is not part of this prospectus.

Recent Developments

     Third Quarter Financial Results

     Our net income for the third quarter ended June 30, 2004 increased approximately 62% to $251.3 million, compared to $155.6 million for the same quarter of fiscal 2003. Third quarter revenue increased approximately 26% to $2.8 billion, compared to $2.2 billion for the same quarter of fiscal 2003. Homebuilding revenue for the third quarter was $2.7 billion (11,050 homes closed), compared to $2.2 billion (9,005 homes closed) for the same period of fiscal 2003.

     Our net income for the nine months ended June 30, 2004 increased approximately 58% to $625.5 million, compared to $395.2 million for the same period of fiscal 2003. Revenue for the nine months ended June 30, 2004 increased approximately 25% to $7.3 billion, compared to $5.9 billion for the same period of fiscal 2003. Homebuilding revenue for the nine months ended June 30, 2004 was $7.2 billion (30,115 homes closed), compared to $5.7 billion (24,407 homes closed) for the same period of fiscal 2003.

     As of June 30, 2004, we had $8.2 billion of total assets, $4.6 billion of total liabilities (including minority interests in joint ventures) and $3.6 billion of stockholders’ equity.

      Quarterly Cash Dividend

      On July 22, 2004 we declared a cash dividend of eight cents ($0.08) per share. Adjusted for the three for two stock split of January 12, 2004, the dividend represents a 71% increase over the $0.07 per share quarterly cash dividend declared in the same quarter of last year. The dividend is payable on August 20, 2004 to stockholders of record on August 6, 2004.

THE TRUSTS

     We created three Delaware business trusts pursuant to three trust agreements executed by us as sponsor for each trust, appointed trustees for each trust and filed a certificate of trust for each trust with the Delaware Secretary of State. The trusts are named DRH Capital Trust I, DRH Capital Trust II and DRH Capital Trust III. The trust agreement of each trust will be amended and restated prior to the issuance and sale by such trust of its trust securities, which consist of trust preferred securities and trust common securities. The original trust agreement is, and the form of the amended and restated trust agreement will be, filed as an exhibit to the registration statement of which this prospectus forms a part. The trust agreement for each trust states the terms and conditions for each trust to issue and sell its trust securities.

     Each trust will exist solely to:

• issue and sell its trust securities;

• use the proceeds from the sale of its trust securities to purchase and hold a series of our subordinated trust debt securities;

• maintain its status as a grantor trust for federal income tax purposes; and

• engage in other activities that are necessary or incidental to these purposes.

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     We will purchase all of the trust common securities of each trust if any such securities are sold. The trust common securities will represent an aggregate liquidation amount equal to at least 3% of each trust’s total capitalization. The trust common securities will have terms substantially identical to, and will rank equal in priority of payment with, the trust preferred securities. However, if an event of default under a trust agreement occurs, cash distributions and liquidation, redemption and other amounts payable on the trust common securities will be subordinate to the trust preferred securities in priority of payment.

     We will guarantee the trust preferred securities as described later in this prospectus.

     Trustees appointed by us, as holder of the trust common securities, will conduct each trust’s business and affairs. Trust agreements will govern the duties and obligations of the trustees. Pursuant to each trust agreement, the number of trustees will initially be four, with three different functions. Two of the trustees, who are administrative trustees, will be persons who are our employees or officers or are otherwise affiliated with us. The third trustee, which is the Delaware trustee, will be an individual resident of the State of Delaware or a corporation which maintains a principal place of business in the State of Delaware. The Delaware trustee will serve the sole purpose of complying with certain Delaware laws. The fourth trustee will be a bank or trust company unaffiliated with us and will serve as property trustee under each trust agreement and as indenture trustee for purposes of the Trust Indenture Act of 1939. Currently, CT Corporation System acts as the Delaware trustee and American Stock Transfer & Trust Company as the property trustee. The property trustee will also act as indenture trustee under the indenture and guarantee trustee under the trust guarantee as described later in this section. We, as the holder of all the trust common securities, will have the right to appoint, remove or replace any trustee and to increase or decrease the number of trustees, provided that the number of trustees will be at least three, two of which will be the administrative trustees and one of which will be the Delaware trustee.

     The property trustee will hold title to our subordinated trust debt securities held by the trust for the benefit of the holders of the trust securities. The property trustee will have the power to exercise all rights, powers and privileges as the holder of the subordinated trust debt securities under the indenture pursuant to which the subordinated trust debt securities will be issued. In addition, the property trustee will maintain exclusive control of a segregated non-interest bearing bank account to hold all payments made in respect of the subordinated trust debt securities for the benefit of the holders of the trust securities. The property trustee will make payments of distributions and payments on liquidation, redemption and otherwise to the holders of the trust securities out of funds from the account. The guarantee trustee will hold the guarantee by us of the trust securities for the benefit of the holders of the trust preferred securities.

     We will pay all fees and expenses related to each trust and each offering of the related trust preferred securities and will pay all ongoing costs and expenses of each trust, except such trust’s obligations under the related trust securities.

     The rights of the holders of the trust preferred securities, including economic rights, rights to information and voting rights, are set forth in each trust’s trust agreement and the Delaware Statutory Trust Act and the Trust Indenture Act. The principal place of business of each trust is c/o D.R. Horton, Inc., 1901 Ascension Blvd., Suite 100, Arlington, Texas 76006. The telephone number is 817-856-8200.

SECURITIES WE MAY OFFER

Types of Securities

     The types of securities that we may offer and sell from time to time by this prospectus are:

• debt securities, which we may issue in one or more series and which may include guarantees of the debt securities by most of our subsidiaries,

• preferred stock, which we may issue in one or more series,

• depositary shares,

• common stock,

• warrants entitling the holders to purchase common stock, preferred stock or debt securities,

• stock purchase contracts or

• stock purchase units.

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     In addition, from time to time by this prospectus, one or more of the trusts may offer and sell trust preferred securities, which will include our trust guarantees. The trusts will hold our subordinated trust debt securities, which may be distributed to holders of trust securities under specified circumstances.

     We may also offer and sell units of the above securities, which may or may not include trust preferred securities issued by one or more of the trusts.

     The aggregate initial offering price of all securities sold will not exceed $2,000,000,000. When we sell securities, we will determine the amounts of securities we will sell and the prices and other terms on which we will sell them. We may sell securities to or through underwriters, through agents or dealers or directly to purchasers.

Additional Information

     We will describe in a prospectus supplement, which we will deliver with this prospectus, the terms of particular securities which we may offer in the future. In each prospectus supplement we will include the following information:

• The type and amount of securities which we propose to sell;

• The initial public offering price of the securities;

• The names of the underwriters, agents or dealers, if any, through or to which we will sell the securities;

• The compensation, if any, of those underwriters, agents or dealers;

• If applicable, information about securities exchanges or automated quotation systems on which the securities will be listed or traded;

• Material United States federal income tax considerations applicable to the securities;

• Any material risk factors associated with the securities; and

• Any other material information about the offer and sale of the securities.

     In addition, the prospectus supplement may also add, update or change the information contained in the prospectus.

USE OF PROCEEDS

     Except as may be stated in the applicable prospectus supplement, we intend to use the net proceeds from the sale of the securities for general corporate purposes. These purposes may include:

• reducing or repaying existing indebtedness, including our revolving credit facility or outstanding debt securities;

• providing additional working capital;

• acquiring and developing land;

• constructing new homes; and

• acquiring companies in homebuilding and related businesses.

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SUMMARY CONSOLIDATED FINANCIAL INFORMATION AND OPERATING DATA

     The following summary consolidated financial information for the five years ended September 30, 2003, is derived from our audited consolidated financial statements. The following summary consolidated financial information for the six months ended March 31, 2004 and 2003 is derived from our unaudited consolidated financial statements. The data should be read in conjunction with the consolidated financial statements, related notes and other financial information incorporated by reference in this prospectus. These historical results are not necessarily indicative of the results to be expected in the future. Operating results for the six months ended March 31, 2004 are not necessarily indicative of the results that may be expected for the entire year ending September 30, 2004.

																Six months ended
	For the Fiscal Years Ended September 30,															March 31,
	1999			2000			2001			2002			2003			2003			2004
				(In millions, except for number of homes and per share amounts)
Income Statement Data (1):
Revenues:
Homebuilding	$	3,119.0		$	3,604.2		$	4,383.6		$	6,625.2		$	8,552.1		$	3,575.5		$	4,456.8
Financial services		37.3			49.5			72.0			113.6			176.0			78.0			83.0
Gross profit — homebuilding		570.5			663.1			856.4			1,260.8			1,746.3			710.5			1,010.3
Income before income taxes:
Homebuilding		250.7			294.5			380.8			591.1			914.7			344.0			571.6
Financial services		13.1			14.7			27.0			56.4			93.4			41.1			36.8
Income before cumulative effect of change in accounting principle		159.8			191.7			254.9			404.7			626.0			239.7			374.2
Cumulative effect of change in accounting principle, net of income taxes (2)		—			—			2.1			—			—			—			—
Net income (3)		159.8			191.7			257.0			404.7			626.0			239.7			374.2
Income before cumulative effect of change in accounting principle per share(4):
Basic		0.94			1.14			1.50			2.01			2.81			1.09			1.61
Diluted		0.92			1.13			1.47			1.91			2.73			1.08			1.58
Net income per share(4):
Basic		0.94			1.14			1.51			2.01			2.81			1.09			1.61
Diluted		0.92			1.13			1.48			1.91			2.73			1.08			1.58
Selected Operating Data (1):
Gross profit margin — homebuilding		18.3	%		18.4	%		19.5	%		19.0	%		20.4	%		19.9	%		22.7	%
Number of homes closed		18,395			19,144			21,371			29,761			35,934			15,402			19,065
New sales orders, net (homes) (5)		18,911			19,223			22,179			31,491			38,725			17,800			21,714
New sales orders, net ($ value) (5)	$	3,266.2		$	3,676.4		$	4,502.6		$	6,885.9		$	9,162.3		$	4,138.0		$	5,367.5
Sales backlog at end of period (homes) (6)		7,309			7,388			9,263			12,697			15,488			15,095			18,137
Sales backlog at end of period ($ value) (6)	$	1,356.5		$	1,536.9		$	1,933.8		$	2,825.2		$	3,653.4		$	3,518.9		$	4,635.7
Other Financial Data (1):
Interest expensed:
Expensed directly	$	16.5		$	15.8		$	14.1		$	11.5		$	12.6		$	3.9		$	5.7
Amortized to cost of sales		58.2			69.6			91.4			136.1			219.4			89.2			107.7
Provision for income taxes		104.0			117.5			152.9			242.8			382.2			145.4			234.2
Depreciation and amortization		20.3			22.0			31.2			32.8			41.8			18.8			21.9
Interest incurred (7)		81.0			110.0			136.3			204.3			246.9			120.5			120.4

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	As of September 30,										As of March 31,
	1999		2000		2001		2002		2003		2003		2004
							(In millions)
Balance Sheet Data (1):
Inventories	$	1,866.1	$	2,191.0	$	2,804.4	$	4,343.1	$	5,082.3	$	4,736.2	$	5,835.6
Total assets		2,361.8		2,694.6		3,652.2		6,017.5		7,279.4		6,398.9		7,643.7
Notes payable		1,190.6		1,344.4		1,884.3		2,878.3		2,963.1		3,088.9		3,147.7
Stockholders’ equity		797.6		969.6		1,250.2		2,269.9		3,031.3		2,466.0		3,390.2

(1)	On February 21, 2002, we acquired Schuler Homes in a merger. The total merger consideration consisted of 20,079,532 shares of D.R. Horton common stock, valued at $30.93 per share; $168.7 million in cash; $802.2 million of assumed Schuler debt, $238.2 million of which was paid at closing; $218.7 million of assumed trade payables and other liabilities and $10.8 million of assumed obligations to the Schuler entities’ minority interest holders.
(2)	On October 1, 2000, we adopted Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities” (SFAS #133) as amended by SFAS #137 and #138. Accordingly, the fair market value of our interest rate swaps, which were not designated as hedges under SFAS #133, was recorded, net of applicable income taxes, as a cumulative effect of a change in accounting principle.
(3)	Beginning in fiscal 2002, pursuant to our adoption of Statement of Financial Accounting Standards No. 142, we no longer amortize goodwill, rather we test it for impairment annually. If we had not amortized goodwill in fiscal 1999, 2000 and 2001, reported net income and diluted net income per share (before cumulative effect of change in accounting principle in 2001 and adjusted for the three-for-two common stock split (effected as a 50% stock dividend) paid on January 12, 2004) would have been:

	Net Income (In millions)						Diluted Net Income Per Share
					Before Goodwill						Before Goodwill
	Originally Reported		Increase		Amortization		Originally Reported		Increase		Amortization
1999	$	159.8	$	5.8	$	165.6	$	0.92	$	0.03	$	0.95
2000		191.7		5.1		196.8		1.13		0.03		1.16
2001		254.9		6.0		260.9		1.47		0.04		1.51

(4)	Per share amounts have been adjusted to reflect the effects of the 9% and 11% stock dividends of September 2000 and March 2001 and the three-for-two stock splits as of April 2002 and January 2004.
(5)	Represents homes placed under contract during the period, net of cancellations.
(6)	Represents homes under contract but not yet closed at the end of the period, many of which are subject to contingencies, including mortgage loan approval. In the past, our backlog has been a reliable indicator of future closings, but we cannot assure you that homes subject to pending sales contracts will close.
(7)	Interest incurred consists of all interest costs, whether expensed or capitalized, including amortization of debt issuance costs, if applicable.

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RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth our ratio of earnings to fixed charges for the five years ended September 30, 2003 and the six months ended March 31, 2004:

											Six months ended
	Year ended September 30,										March 31,
	1999		2000		2001		2002		2003		2004
Ratio		4.10		3.52		3.69		3.81		4.95		5.87

     For purposes of computing the ratio of earnings to fixed charges, earnings consist of income, including distributions received from equity investments, before interest expensed, interest amortized to cost of sales and income attributable to minority interests. Fixed charges consist of interest incurred, whether expensed or capitalized, including amortization of debt issuance costs, if applicable, and the portion of rent expense deemed to represent interest.

DESCRIPTION OF DEBT SECURITIES

     We may issue debt securities under one or more indentures entered into or to be entered into between us, most of our subsidiaries if they guarantee the debt securities, and American Stock Transfer & Trust Company, New York, New York, as trustee, or another trustee chosen by us, qualified to act as such under the Trust Indenture Act and appointed in a supplemental indenture with respect to a particular series. The indentures are governed by the Trust Indenture Act.

     The following is a summary of the indentures. It does not restate the indentures entirely. We urge you to read the indentures. We have filed the indentures as exhibits to the registration statement of which this prospectus is a part, and you may inspect them at the office of the trustee, or as described under “Incorporation of Certain Documents By Reference.” References below to an “indenture” are references to the applicable indenture, as supplemented, under which a particular series of debt securities is issued.

Terms of the Debt Securities

     Our debt securities will be unsecured obligations of D.R. Horton, Inc. We may issue them in one or more series. Authorizing resolutions or a supplemental indenture will set forth the specific terms of each series of debt securities. We will provide a prospectus supplement for each series of debt securities that will describe:

• the title of the debt securities and whether the debt securities are senior, senior subordinated, or subordinated debt securities;

• the aggregate principal amount of the debt securities and any limit upon the aggregate principal amount of the series of debt securities;

• the date or dates on which principal of the debt securities will be payable and the amount of principal which will be payable;

• the rate or rates (which may be fixed or variable) at which the debt securities will bear interest, if any, as well as the dates from which interest will accrue, the dates on which interest will be payable and the record date for the interest payable on any payment date;

• the currency or currencies in which principal, premium, if any, and interest, if any, will be payable;

• the place or places where principal, premium, if any, and interest, if any, on the debt securities will be payable and where debt securities which are in registered form can be presented for registration of transfer or exchange; and the identification of any depositary or depositaries for any global debt securities;

• any provisions regarding our right to redeem or purchase debt securities or the right of holders to require us to redeem or purchase debt securities;

• the right, if any, of holders of the debt securities to convert them into our common stock or other securities, including any provisions intended to prevent dilution of the conversion rights;

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• any provisions requiring or permitting us to make payments to a sinking fund to be used to redeem debt securities or a purchase fund to be used to purchase debt securities;

• the percentage of the principal amount at which debt securities will be issued and, if other than the full principal amount thereof, the percentage of the principal amount of the debt securities which is payable if maturity of the debt securities is accelerated because of a default;

• the terms, if any, upon which debt securities may be subordinated to our other indebtedness;

• any additions to, modifications of or deletions from the terms of the debt securities with respect to events of default or covenants or other provisions set forth in the indenture; and

• any other material terms of the debt securities, which may be different than the terms set forth in this prospectus.

     Each prospectus supplement will describe, as to the debt securities to which it relates, any guarantees by our direct and indirect subsidiaries which may guarantee the debt securities, including the terms of subordination, if any, of any such guarantee.

     The applicable prospectus supplement will also describe any material covenants to which a series of debt securities will be subject.

Events of Default and Remedies

     Unless otherwise described in the prospectus supplement, an event of default with respect to any series of debt securities will be defined in the indenture or applicable supplemental indenture as being:

• our default in payment of the principal of or premium, if any, on any of the debt securities of such series;

• default for 30 days in payment of any installment of interest on any debt security of such series beyond any applicable grace period;

• default by us or any guarantor subsidiary for 60 days after notice in the observance or performance of any other covenants in the indenture or applicable supplemental indenture relating to such series; and

• bankruptcy, insolvency or reorganization of our company or our significant guarantor subsidiaries.

     The indenture will provide that the trustee may withhold notice to the holders of any series of debt securities of any default, except a default in payment of principal, premium, if any, or interest, if any, with respect to such series of debt securities, if the trustee considers it in the interest of the holders of such series of debt securities to do so.

     The indenture will provide that if any event of default has occurred and is continuing with respect to any series of debt securities, the trustee or the holders of not less than 25% in principal amount of such series of debt securities then outstanding may declare the principal of all the debt securities of such series to be due and payable immediately. However, the holders of a majority in principal amount of the debt securities of such series then outstanding by written notice to the trustee and to us may waive any event of default with respect to such series of debt securities, other than any event of default in payment of principal or interest. Holders of a majority in principal amount of the then outstanding debt securities of any series may rescind an acceleration with respect to such series and its consequences, except an acceleration due to nonpayment of principal or interest on such series, if the rescission would not conflict with any judgment or decree and if all existing events of default with respect to such series have been cured or waived.

     The holders of a majority of the outstanding principal amount of the debt securities of any series will have the right to direct the time, method and place of conducting any proceedings for any remedy available to the trustee with respect to such series, subject to limitations specified in the indenture.

Defeasance

     The indenture will permit us and our guarantor subsidiaries to terminate all our respective obligations under the indenture as they relate to any particular series of debt securities, other than the obligation to pay interest, if any, on and the principal of the debt securities of such series and certain other obligations, at any time by:

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• depositing in trust with the trustee, under an irrevocable trust agreement, money or U.S. government obligations in an amount sufficient to pay principal of and interest, if any, on the debt securities of such series to their maturity; and

• complying with other conditions, including delivery to the trustee of an opinion of counsel or a ruling received from the Internal Revenue Service to the effect that holders will not recognize income, gain or loss for federal income tax purposes as a result of our exercise of such right and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case otherwise.

     In addition, the indenture will permit us and our guarantor subsidiaries to terminate all of our respective obligations under the indenture as they relate to any particular series of debt securities, including the obligations to pay interest, if any, on and the principal of the debt securities of such series and certain other obligations, at any time by:

• depositing in trust with the trustee, under an irrevocable trust agreement, money or U.S. government obligations in an amount sufficient to pay principal of and interest, if any, on the debt securities of such series to their maturity; and

• complying with other conditions, including delivery to the trustee of an opinion of counsel or a ruling received from the Internal Revenue Service to the effect that holders will not recognize income, gain or loss for federal income tax purposes as a result of our exercise of such right and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case otherwise, which opinion of counsel is based upon a change in the applicable federal tax law since the date such series of debt securities are originally issued.

Transfer and Exchange

     A holder will be able to transfer or exchange debt securities only in accordance with the indenture. The registrar may require a holder, among other things, to furnish appropriate endorsements and transfer documents, and to pay any taxes and fees required by law or permitted by the indenture.

Amendment, Supplement and Waiver

     Without the consent of any holder, we and the trustee may amend or supplement the indenture, the debt securities or the guarantees of debt securities to:

• cure any ambiguity, defect or inconsistency;

• create a series and establish its terms;

• provide for uncertificated debt securities in addition to or in place of certificated debt securities;

• make any change that does not adversely affect the legal rights of any holder; or

• delete a guarantor subsidiary which, in accordance with the terms of the indenture, ceases to be liable on its guarantee of debt securities.

     With the exceptions discussed below, we and the trustee may amend or supplement the indenture, the debt securities or the guarantees of a particular series with the consent of the holders of at least a majority in principal amount of the debt securities of such series then outstanding. In addition, the holders of a majority in principal amount of the debt securities of such series then outstanding may waive any existing default under, or compliance with, any provision of the indenture relating to a particular series of debt securities, other than any event of default in payment of interest or principal. These consents and waivers may be obtained in connection with a tender offer or exchange offer for debt securities.

     Without the consent of each holder affected, we and the trustee may not:

• reduce the amount of debt securities of such series whose holders must consent to an amendment, supplement or waiver;

• reduce the rate of or change the time for payment of interest;

• reduce the principal of or change the fixed maturity of any debt security or alter the provisions with respect to redemptions or mandatory offers to repurchase debt securities;

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• make any debt security payable at a place or in money other than that stated in the debt security;

• modify the ranking or priority of the debt securities or any guarantee;

• release any guarantor from any of its obligations under its guarantee or the indenture except in accordance with the indenture; or

• waive a continuing default in the payment of principal of or interest on the debt securities.

     The right of any holder to participate in any consent required or sought pursuant to any provision of the indenture, and our obligation to obtain any such consent otherwise required from such holder, may be subject to the requirement that such holder shall have been the holder of record of debt securities with respect to which such consent is required or sought as of a date identified by the trustee in a notice furnished to holders in accordance with the indenture.

Concerning the Trustee

     In the ordinary course of its business, American Stock Transfer and Trust Company, the trustee, provides, and may continue to provide, service to us as transfer agent for our common stock and trustee under indentures relating to our 10.5% senior notes due 2005, 7.5% senior notes due 2007, 8% senior notes due 2009, 5% senior notes due 2009, 9.75% senior subordinated notes due 2010, 7.875% senior notes due 2011, 9.375% senior subordinated notes due 2011, 8.5% senior notes due 2012, 6.875% senior notes due 2013, 5.875% senior notes due 2013 and 6.125% senior notes due 2014. The indenture contains, or will contain, limitations on the rights of the trustee, should it become our creditor, to obtain payment of claims in specified cases or to realize on property received in respect of any such claim as security or otherwise. The indenture permits, or will permit, the trustee to engage in other transactions; however, if it acquires any conflicting interest, it must eliminate such conflict or resign.

     The indenture provides, or will provide, that in case an event of default occurs and is not cured, the trustee will be required, in the exercise of its power, to use the degree of care of a prudent person in similar circumstances in the conduct of such person’s own affairs. The trustee may refuse to perform any duty or exercise any right or power under the indenture, unless it receives indemnity satisfactory to it against any loss, liability or expense.

Governing Law

     The laws of the State of New York govern, or will govern, the indenture, the debt securities and the guarantees of the debt securities.

DESCRIPTION OF COMMON STOCK, PREFERRED STOCK AND DEPOSITARY SHARES

     Our authorized capital stock is 400,000,000 shares of common stock, $.01 par value, and 30,000,000 shares of preferred stock, $.10 par value. At August 6, 2004, 233,211,804 shares of common stock and no shares of preferred stock were outstanding.

Common Stock

     Holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. The vote of the holders of a majority of the stock represented at a meeting at which a quorum is present is generally required to take stockholder action, unless a greater vote is required by law. The holders are not entitled to cumulative voting in the election of directors. Accordingly, the holder or holders of a majority of the outstanding shares of common stock will be able to elect our entire board of directors.

     Holders of common stock have no preemptive rights. They are entitled to such dividends as may be declared by our board of directors out of funds legally available for such purpose. The common stock is not entitled to any sinking fund, redemption or conversion provisions. On our liquidation, dissolution or winding up, the holders of common stock are entitled to share ratably in our net assets remaining after the payment of all creditors and liquidation preferences of preferred stock, if any. The outstanding shares of common stock are duly authorized, validly issued, fully paid and nonassessable. There will be a prospectus supplement relating to any offering of common stock offered by this prospectus.

     The transfer agent and registrar for the common stock is American Stock Transfer & Trust Company, New York, New York, which currently serves as trustee for our series of senior notes and senior subordinated notes described in “Description of Debt Securities — Concerning the Trustee” and may also serve as trustee under other indentures for debt securities offered by this prospectus.

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     The following provisions in our charter or bylaws may make a takeover of our company more difficult:

• an article in our charter prohibiting stockholder action by written consent;

• an article in our charter requiring the affirmative vote of the holders of two-thirds of the outstanding shares of common stock to remove a director;

• a bylaw limiting the persons who may call special meetings of stockholders to our board of directors or a committee authorized to call a meeting by the board or the bylaws; and

• bylaws providing time limitations for nominations for election to the board of directors or for proposing matters which can be acted upon at stockholders’ meetings.

     These provisions may delay stockholder actions with respect to business combinations and the election of new members to our board of directors. As such, the provisions could discourage open market purchases of our common stock because a stockholder who desires to participate in a business combination or elect a new director may consider them disadvantageous. Additionally, the issuance of preferred stock could delay or prevent a change of control or other corporate action.

     As a Delaware corporation, we are subject to Section 203 of the Delaware General Corporation Law. In general, Section 203 prevents an “interested stockholder” from engaging in a “business combination” with us for three years following the date that person became an interested stockholder, unless:

• before that person became an interested stockholder, our board of directors approved the transaction in which the interested stockholder became an interested stockholder or approved the business combination;

• upon completion of the transaction that resulted in the interested stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding stock held by persons who are both directors and officers of our corporation or by certain employee stock plans; or

• on or following the date on which that person became an interested stockholder, the business combination is approved by our board of directors and authorized at a meeting of stockholders by the affirmative vote of the holders of at least 66-2/3% of our outstanding voting stock excluding shares held by the interested stockholder.

A “interested stockholder” is generally a person owning 15% or more of our outstanding voting stock. A “business combination” includes mergers, asset sales and other transactions resulting in a financial benefit to the interested stockholder.

Preferred Stock

     We may issue preferred stock in series with any rights and preferences which may be authorized by our board of directors. We will distribute a prospectus supplement with regard to each particular series of preferred stock. Each prospectus supplement will describe, as to the series of preferred stock to which it relates:

• the title of the series of preferred stock;

• any limit upon the number of shares of the series of preferred stock which may be issued;

• the preference, if any, to which holders of the series of preferred stock will be entitled upon our liquidation;

• the date or dates on which we will be required or permitted to redeem the preferred stock;

• the terms, if any, on which we or holders of the preferred stock will have the option to cause the preferred stock to be redeemed or purchased;

• the voting rights, if any, of the holders of the preferred stock;

• the dividends, if any, which will be payable with regard to the series of preferred stock, which may be fixed dividends or participating dividends and may be cumulative or non-cumulative;

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• the right, if any, of holders of the preferred stock to convert it into another class of our stock or securities, including provisions intended to prevent dilution of those conversion rights;

• any provisions by which we will be required or permitted to make payments to a sinking fund to be used to redeem preferred stock or a purchase fund to be used to purchase preferred stock; and

• any other material terms of the preferred stock.

Holders of shares of preferred stock will not have preemptive rights.

Depositary Shares

     General. We may, at our option, elect to offer fractional shares of preferred stock, rather than full shares of preferred stock. If we exercise this option, we will issue to the public receipts for depositary shares, and each of these depositary shares will represent a fraction (to be set forth in the applicable prospectus supplement) of a share of a particular series of preferred stock.

     The shares of any series of preferred stock underlying the depositary shares will be deposited under a deposit agreement between us and a bank or trust company selected by us. The depositary will have its principal office in the United States and a combined capital and surplus of at least $50,000,000. Subject to the terms of the deposit agreement, each owner of a depositary share will be entitled, in proportion, to the applicable fraction of a share of preferred stock underlying that depositary share, to all the rights and preferences of the preferred stock underlying that depositary share. Those rights include dividend, voting, redemption and liquidation rights.

     The depositary shares will be evidenced by depositary receipts issued pursuant to the deposit agreement. Depositary receipts will be distributed to those persons purchasing the fractional shares of preferred stock underlying the depositary shares, in accordance with the terms of the offering. Copies of the forms of deposit agreement and depositary receipt will be filed as exhibits to the registration statement. The following summary of the deposit agreement, the depositary shares and the depositary receipts is not complete. You should refer to the forms of the deposit agreement and depositary receipts that will be filed with the SEC in connection with the offering of the specific depositary shares.

     Pending the preparation of definitive engraved depositary receipts, the depositary may, upon our written order, issue temporary depositary receipts substantially identical to the definitive depositary receipts but not in definitive form. These temporary depositary receipts entitle their holders to all the rights of definitive depositary receipts which are to be prepared without unreasonable delay. Temporary depositary receipts will then be exchangeable for definitive depositary receipts at our expense.

     Dividends and Other Distributions. The depositary will distribute all cash dividends or other cash distributions received with respect to the preferred stock to the record holders of depositary shares relating to the preferred stock in proportion to the number of depositary shares owned by those holders.

     If there is a distribution other than in cash, the depositary will distribute property received by it to the record holders of depositary shares that are entitled to receive the distribution, unless the depositary determines that it is not feasible to make the distribution. If this occurs, the depositary may, with our approval, sell the property and distribute the net proceeds from the sale to the applicable holders.

     Redemption of Depositary Shares. If a series of preferred stock represented by depositary shares is subject to redemption, the depositary shares will be redeemed from the proceeds received by the depositary resulting from the redemption, in whole or in part, of that series of preferred stock held by the depositary. The redemption price per depositary share will be equal to the applicable redemption fraction of the redemption price per share payable with respect to that series of the preferred stock. Whenever we redeem shares of preferred stock that are held by the depositary, the depositary will redeem, as of the same redemption date, the number of depositary shares representing the shares of preferred stock so redeemed. If fewer than all the depositary shares are to be redeemed, the depositary shares to be redeemed will be selected by lot or pro rata as may be determined by the depositary.

     Voting the Preferred Stock. Upon receipt of notice of any meeting at which the holders of the preferred stock are entitled to vote, the depositary will mail the information contained in such notice to the record holders of the depositary shares underlying the preferred stock. Each record holder of the depositary shares on the record date, which will be the same date as the record date for the preferred stock, will be entitled to instruct the depositary as to the exercise of the voting rights pertaining to the amount of the preferred stock represented by the holder’s depositary shares. The depositary will then try, as far as practicable, to vote the number of shares of preferred stock underlying those depositary shares in accordance with such instructions. We will agree to

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take all actions which may be deemed necessary by the depositary to enable the depositary to do so. The depositary will not vote the shares of preferred stock to the extent it does not receive specific instructions from the holders of depositary shares underlying the preferred stock.

     Amendment and Termination of the Depositary Agreement. The form of depositary receipt evidencing the depositary shares and any provision of the deposit agreement may at any time be amended by agreement between us and the depositary. However, any amendment which materially and adversely alters the rights of the holders of depositary shares will not be effective unless the amendment has been approved by the holders of at least a majority of the depositary shares then outstanding. The deposit agreement may be terminated by us or by the depositary only if (a) all outstanding depositary shares have been redeemed or (b) there has been a final distribution of the underlying preferred stock in connection with our liquidation, dissolution or winding up and the preferred stock has been distributed to the holders of depositary receipts.

     Charges of Depositary. We will pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. We will also pay charges of the depositary in connection with the initial deposit of the preferred stock and any redemption of the preferred stock. Holders of depositary receipts will pay other transfer and other taxes and governmental charges and those other charges, including a fee for the withdrawal of shares of preferred stock upon surrender of depositary receipts, as are expressly provided in the deposit agreement to be for their accounts.

     Miscellaneous. The depositary will forward to holders of depositary receipts all reports and communications from us that we deliver to the depositary and that we are required to furnish to the holders of the preferred stock.

     Neither we nor the depositary will be liable if either of us is prevented or delayed by law or any circumstance beyond our control in performing our respective obligations under the deposit agreement. Our obligations and those of the depositary will be limited to performance in good faith of our respective duties under the deposit agreement. Neither we nor the depositary will be obligated to prosecute or defend any legal proceeding in respect of any depositary shares or preferred stock unless satisfactory indemnity is furnished. We and the depositary may rely upon written advice of counsel or accountants, or upon information provided by persons presenting preferred stock for deposit, holders of depositary receipts or other persons believed to be competent and on documents believed to be genuine.

     Resignation and Removal of Depositary. The depositary may resign at any time by delivering notice to us of its election to resign. We may remove the depositary at any time. Any resignation or removal will take effect upon the appointment of a successor depositary and its acceptance of the appointment. The successor depositary must be appointed within 60 days after delivery of the notice of resignation or removal and must be a bank or trust company having its principal office in the United States and having a combined capital and surplus of at least $50,000,000.

DESCRIPTION OF WARRANTS

     We may issue warrants for the purchase of debt securities, preferred stock, common stock, or units of two or more of these types of securities. Each series of warrants will be issued under a separate warrant agreement to be entered into between us and a bank or trust company, as warrant agent. The warrant agent will act solely as our agent in connection with the warrants and will not assume any obligation or relationship of agency or trust for or with any registered holders of warrants or beneficial owners of warrants.

     We will distribute a prospectus supplement with regard to each issue of warrants. Each prospectus supplement will describe:

• in the case of warrants to purchase debt securities, the designation, aggregate principal amount, currencies, denominations and terms of the series of debt securities purchasable upon exercise of the warrants and the price at which you may purchase the debt securities upon exercise;

• in the case of warrants to purchase preferred stock, the designation, number of shares, stated value and terms, such as liquidation, dividend, conversion and voting rights, of the series of preferred stock purchasable upon exercise of the warrants and the price at which you may purchase such number of shares of preferred stock of such series upon such exercise;

• in the case of warrants to purchase common stock, the number of shares of common stock purchasable upon the exercise of the warrants and the price at which you may purchase such number of shares of common stock upon such exercise;

• in the case of warrants to purchase units of two or more securities, the type, number, and terms of the units purchasable upon exercise of the warrants and the price at which you may purchase the units upon such exercise;

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• the period during which you may exercise the warrants;

• any provision adjusting the securities that may be purchased on exercise of the warrants, and the exercise price of the warrants, to prevent dilution or otherwise;

• the place or places where warrants can be presented for exercise or for registration of transfer or exchange; and

• any other material terms of the warrants.

     Warrants for the purchase of preferred stock and common stock will be offered and exercisable for U.S. dollars only. Warrants will be issued in registered form only. The exercise price for warrants will be subject to adjustment as described in the applicable prospectus supplement.

     Prior to the exercise of any warrants to purchase debt securities, preferred stock or common stock, holders of the warrants will not have any of the rights of holders of the debt securities, preferred stock or common stock purchasable upon exercise, including:

• in the case of warrants for the purchase of debt securities, the right to receive payments of principal of, any premium or interest on the debt securities purchasable upon exercise or to enforce covenants in the applicable indenture; or

• in the case of warrants for the purchase of preferred stock or common stock, the right to vote or to receive any payments of dividends on the preferred stock or common stock purchasable upon exercise.

DESCRIPTION OF STOCK PURCHASE CONTRACTS
AND STOCK PURCHASE UNITS

     We may issue stock purchase contracts, including contracts obligating holders to purchase from us, and obligating us to sell to the holders, a specified number of shares of common stock at a future date or dates. The consideration per share of common stock may be fixed at the time stock purchase contracts are issued or may be determined by reference to a specific formula set forth in the stock purchase contracts. The stock purchase contracts may be issued separately, or as part of stock purchase units consisting of a stock purchase contract and debt securities, trust preferred securities or debt obligations of third parties, including U.S. treasury securities, securing the holders’ obligations to purchase the common stock under the stock purchase contracts. The stock purchase contracts may require us to make periodic payments to the holders of the stock purchase units or vice versa, and such payments may be unsecured or prefunded on some basis. The stock purchase contracts may require holders to secure their obligations thereunder in a specified manner.

     The applicable prospectus supplement will describe the terms of any stock purchase contracts or stock purchase units. The description in the prospectus supplement will not necessarily be complete, and reference will be made to the stock purchase contract, and, if applicable, collateral or depositary arrangements, relating to such stock purchase contracts or stock purchase units. Material United States federal income tax considerations applicable to the stock purchase units and the stock purchase contracts will be discussed in the related prospectus supplement.

DESCRIPTION OF UNITS

     As specified in the applicable prospectus supplement, units will consist of one or more stock purchase contracts, warrants, debt securities, debt securities guarantees, trust preferred securities, guarantees of trust preferred securities, preferred stock, common stock, or any combination thereof. You should refer to the applicable prospectus supplement for:

• all terms of the units and of the stock purchase contracts, warrants, debt securities, debt securities guarantees, trust preferred securities, guarantees of trust preferred securities, shares of preferred stock or shares of common stock or any combination thereof comprising the units, including whether and under what circumstances the securities comprising the units may or may not be traded separately;

• a description of the terms of any unit agreement governing the units; and

• a description of the provisions for the payment, settlement, transfer or exchange of the units.

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DESCRIPTION OF TRUST PREFERRED SECURITIES

Description of Trust Securities

     Each trust may issue only one series of trust preferred securities having terms described in its related prospectus supplement. Each trust agreement will be qualified as an indenture under the Trust Indenture Act and will contain the terms of the trust preferred securities. The property trustee will act as indenture trustee for purposes of the Trust Indenture Act.

     We will set forth the terms of the trust preferred securities, including distributions, redemption, voting, liquidation rights and such other preferred, deferred or other special rights or restrictions, in the trust agreement. In addition, the Trust Indenture Act automatically makes some terms a part of the trust agreement. The terms of the trust preferred securities will correspond to the terms of the subordinated trust debt securities held by the trust and described in the related prospectus supplement.

     The prospectus supplement relating to the trust preferred securities of a trust will include the specific terms of the series of trust preferred securities being issued, including:

• the distinctive designation of the trust preferred securities;

• the number of trust preferred securities issuable by the trust;

• the annual distribution rate, or method of determining such rate, for trust preferred securities and the date or dates upon which such distributions will be payable and the record date or dates for the payment of such distributions;

• whether distributions on trust preferred securities will be cumulative, and, in the case of trust preferred securities having such cumulative distribution rights, the date or dates or method of determining the date or dates from which distributions on trust preferred securities will be cumulative;

• the amount or amounts which will be paid out of the assets of the trust to the holders of trust preferred securities upon voluntary or involuntary dissolution, winding-up or termination of the trust;

• the obligation or right, if any, of the trust to purchase or redeem trust preferred securities and the price or prices at which, the period or periods within which, and the terms and conditions upon which trust preferred securities will be purchased or redeemed, in whole or in part, pursuant to such obligation or right;

• the voting rights, if any, of holders of trust preferred securities in addition to those required by law, including the number of votes per trust preferred security and any requirement for approval by the holders of such trust preferred securities, or of trust preferred securities issued by other trusts, or both, as a condition to specified action or amendments to the trust agreement;

• the terms for any conversion or exchange into other securities;

• the terms and conditions, if any, upon which the subordinated trust debt securities owned by the trust may be distributed to holders of trust preferred securities;

• if applicable, any securities exchange upon which the trust preferred securities will be listed; and

• any other relevant rights, preferences, privileges, limitations or restrictions of trust preferred securities not inconsistent with the trust agreement or with applicable law.

     We will guarantee distributions on trust preferred securities to the extent set forth below under “Description of the Trust Guarantee.” We will describe material United States federal income tax considerations applicable to trust preferred securities in a prospectus supplement relating to the trust preferred securities.

     Each trust will issue a series of trust common securities in connection with the issuance of trust preferred securities. Except for voting rights, the terms of trust common securities will be substantially identical to the terms of trust preferred securities. Trust common securities will rank equally with trust preferred securities except that, upon an event of default under the trust agreement, the rights of holders of trust common securities to payments will be subordinated to the rights of holders of trust preferred securities. The trust common securities will also carry the right to vote to appoint, remove or replace any trustee of the trust. We will own all of the trust common securities.

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     Enforcement of Certain Rights by Holders of Trust Preferred Securities

     If an event of default as defined in the applicable trust agreement occurs and is continuing, then the holders of trust preferred securities of such trust would rely on the enforcement by the property trustee of its rights as a holder of the applicable series of subordinated trust debt securities against us. In addition, so long as their directions do not conflict with any rule of law or with such trust agreement, and could not involve such property trustee in personal liability in circumstances where reasonable indemnity would not be adequate, the holders of a majority in aggregate liquidation amount of trust preferred securities of such trust may direct the property trustee as to:

• the time, method and place of conducting any proceeding for any remedy available to such property trustee;

• the exercise of any trust or power conferred upon such property trustee under such trust agreement; and

• the exercise of the remedies available to the property trustee as a holder of subordinated trust debt securities.

     If such property trustee fails to enforce its rights under the subordinated trust debt securities held by such trust, a holder of trust preferred securities of such trust may, to the extent permitted by law, institute a legal proceeding directly against us to enforce such property trustee’s rights under such trust agreement. In such case, the holder would not be required to institute a legal proceeding against the property trustee, the trust or any other person. In no event will such holder be permitted or authorized to affect, disturb or prejudice the rights of any other holder or to obtain or to seek to obtain priority or preference over any other holder or to enforce any right under such trust agreement, except in the manner described in the trust agreement and for the equal and ratable benefit of all such holders. Notwithstanding the foregoing, a holder of trust preferred securities of such trust may institute a proceeding directly against us for enforcement of payment to such holder of the principal of or interest on the subordinated trust debt securities held by such trust having a principal amount equal to the aggregate stated liquidation amount of such trust preferred securities held by such holder, on or after the due dates specified or provided for in such subordinated trust debt securities. In such case, the holder would not be required to institute a legal proceeding against the property trustee, the trust or any other person. In connection with such proceeding, we will be subrogated to the rights of such holder under the trust agreement to the extent of any payment made by us to such holder.

Description of Trust Guarantees

     The following is a summary of information concerning the guarantees of the trust preferred securities of each trust, which we refer to as the trust guarantees. We will execute each trust guarantee for the benefit of holders of trust preferred securities. We will qualify each trust guarantee as an indenture under the Trust Indenture Act. We will identify the trust guarantee trustee for purposes of the Trust Indenture Act in a prospectus supplement with respect to the trust preferred securities.

     The following summary does not purport to be complete and is subject in all respects to the provisions of, and is qualified in its entirety by reference to, the form of trust guarantee, which will be filed as an exhibit to the registration statement of which this prospectus forms a part. The trust guarantee will be held by the trust guarantee trustee for the benefit of holders of trust preferred securities.

     General

     To the extent set forth in the trust guarantee, we will agree to pay in full the guarantee payments, described below, without duplication of amounts theretofore paid by or on behalf of the trust, as and when due regardless of any defense, right of set off or counter-claim which we may have. With respect to trust preferred securities issued by a trust, we will pay in full the following payments or distributions as guarantee payments to the extent the trust fails to pay or make such guarantee payments:

• any accrued and unpaid distributions on trust preferred securities, to the extent such trust has funds legally and immediately available therefor;

• the redemption price, to the extent such trust has funds legally and immediately available therefor with respect to trust preferred securities called for redemption; and

• upon voluntary or involuntary dissolution, winding up or termination of such trust, other than in connection with the distribution of subordinated trust debt securities to holders of trust preferred securities or the redemption of all trust preferred securities, the lesser of:

• the aggregate of the liquidation amount and all accrued and unpaid distributions on such trust preferred securities to the date of payment, to the extent such trust has funds legally and immediately available therefor, and

• the amount of assets of the trust remaining available for distribution to holders of trust preferred securities in liquidation of the trust.

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     We will determine the redemption price and liquidation amount at the time the trust preferred securities are issued. We may satisfy our obligation to make a guarantee payment by direct payment of the required amounts to the holders of such trust preferred securities or by causing the trust to pay such amounts to such holders.

     Each trust guarantee will not apply to any payment or distribution except to the extent the applicable trust has funds legally available for such payment or distribution. If we do not make interest payments on the subordinated trust debt securities purchased by a trust, such trust will not pay distributions on such trust preferred securities issued by such trust and will not have funds legally available. The trust guarantee, when taken together with our obligations under the subordinated trust debt securities, the applicable indenture and the trust agreement, including our obligation to pay costs, expenses, debt, and liabilities of such trust, other than with respect to the trust securities, will be a full and unconditional guarantee, on a subordinated basis, by us of payments due on the trust preferred securities from the time of issuance.

     Amendment of Trust Guarantee; Assignment

     Except for changes which do not materially adversely affect the rights of holders of trust preferred securities, each trust guarantee may be amended only with the approval of a majority in liquidation amount of trust preferred securities issued by the applicable trust. The manner of obtaining any such approval will be as set forth in the applicable trust agreement. The trust guarantee will bind the successors, assigns, receivers, trustees and representatives of us and continue to benefit the trust guarantee trustee and holders of trust preferred securities. Except in connection with a consolidation, merger, conveyance, transfer or lease involving us, permitted under the applicable indenture, we may not assign our rights or delegate our obligations under the trust guarantee.

     Termination of the Trust Guarantee

     Each trust guarantee will terminate as to the trust preferred securities issued by the applicable trust:

• upon full payment of the redemption price of all trust preferred securities of such trust;

• upon distribution of subordinated trust debt securities held by such trust to the holders of and in exchange for trust preferred securities; or

• upon full payment of amounts payable in accordance with the trust agreement upon liquidation of such trust.

The trust guarantee will continue to be effective or will be reinstated, as the case may be, if at any time any holder of trust preferred securities must repay any sums paid to them under the trust preferred securities or trust guarantee.

     Events of Default

     An event of default under a trust guarantee will occur if we fail to make the payments required by the trust guarantee.

     The holders of a majority in liquidation amount of trust preferred securities relating to such trust guarantee have the right to direct the time, method and place of conducting any proceeding for any remedy available to such trust guarantee trustee or to direct the exercise of any trust or power conferred upon such trust guarantee trustee under the trust guarantee. If the trust guarantee trustee fails to enforce such trust guarantee, any holder of record of trust preferred securities relating to such trust preferred guarantee may institute a legal proceeding directly against us to enforce the trust guarantee trustee’s rights, without first instituting any other legal proceeding.

     Status of Trust Guarantee

     The trust guarantee will constitute our unsecured obligation and will rank:

• subordinate and junior in right of payment to all of our other liabilities, including the subordinated trust debt securities, except those made equal or subordinate by their terms;

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• equal with the most senior preferred stock which may now or hereafter be issued or guaranteed by us; and

• senior to our common stock.

     The terms of the trust preferred securities will provide that each holder of trust preferred securities issued by such trust, by acceptance thereof, agrees to the subordination provisions and other terms of the related trust guarantee. Each trust guarantee will constitute a guarantee of payment and not of collection. This means that the guaranteed party may institute a legal proceeding directly against the guarantor to enforce its rights under such trust guarantee without instituting a legal proceeding against any other person or entity. Each trust guarantee will be deposited with the applicable trust guarantee trustee to be held for the benefit of the holders of such trust preferred securities. Except as otherwise noted herein, the trust guarantee trustee has the right to enforce the trust guarantee on behalf of the holders of the related trust preferred securities. Except as described under “Termination of the Trust Guarantee” above, the trust guarantee will not be discharged except by payment of the guarantee payments in full without duplication of amounts theretofore paid by the trust.

     Information Concerning Trust Guarantee Trustee

     The trust guarantee trustee, prior to the occurrence of a default with respect to the trust guarantee and after the curing of all such defaults that may have occurred, will undertake to perform only such duties as are specifically set forth in the trust guarantee and, during the continuance of any default, will exercise the same degree of care as a prudent individual would exercise in the conduct of such individual’s own affairs. Subject to such provisions, the trust guarantee trustee will be under no obligation to exercise any of the powers vested in it by the trust guarantee at the request of any holder of trust preferred securities, unless offered reasonable indemnity against the costs, expenses and liabilities which might be incurred thereby. However, in any event, the trust guarantee trustee must exercise the rights and powers vested in it by such trust guarantee upon the occurrence of an event of default under such trust guarantee. The trust guarantee trustee also serves as property trustee.

     Governing Law

     The trust guarantee will be governed by the laws of the State of New York.

Agreement as to Expenses and Liabilities

     As will be required by the trust agreement, we will enter into an agreement in which we irrevocably and unconditionally guarantee to each person or entity to whom the trust becomes indebted or liable the full payment of any indebtedness, expenses or liabilities of the trust. This separate agreement as to expenses and liabilities does not include obligations of the trust to pay to the holders of the related trust securities or other similar interests in the trust the amounts due such holders pursuant to the terms of such trust securities or such other similar interests, as the case may be.

Additional Description of Subordinated Trust Debt Securities Issued to the Trusts

     Set forth below is a description of the terms of the subordinated trust debt securities which each trust will hold as trust assets. The subordinated trust debt securities may be issued from time to time in one or more series under an indenture between us and an indenture trustee, qualified to act as such under the Trust Indenture Act and appointed in a supplemental indenture with respect to a particular series. We will identify the indenture trustee for purposes of the Trust Indenture Act in a prospectus supplement with respect to the trust preferred securities. We will qualify each subordinated trust debt securities indenture as an indenture under the Trust Indenture Act. The following description does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the applicable indenture and supplements creating and governing the subordinated trust debt securities, which will be filed as exhibits to the registration statement of which this prospectus forms a part. The terms of the subordinated trust debt securities will include those stated in the indenture and the related supplemental indenture and those made a part of the indenture by reference to the Trust Indenture Act.

     Upon a dissolution of a trust, the property trustee, following satisfaction of liabilities to creditors of the trust in accordance with the provisions of applicable law, may distribute the subordinated trust debt securities held by such trust to the holders of trust securities in liquidation of such trust.

     If the property trustee distributes any subordinated trust debt securities to holders of trust preferred securities, we will use our best efforts to have such subordinated trust debt securities traded on the same stock exchange, if any, as the related trust preferred securities are traded.

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     General

     Subordinated trust debt securities will be issued in a principal amount equal to the aggregate stated liquidation amount of trust preferred securities, plus our investment in trust common securities.

     The entire principal amount of the subordinated trust debt securities held by each trust will mature and become due and payable, together with any accrued and unpaid interest thereon, including additional interest, if any, on the date set forth in the applicable prospectus supplement.

     If subordinated trust debt securities held by a trust are distributed to holders of trust preferred securities of such trust in liquidation of such holders’ interests in such trust, such subordinated trust debt securities will initially be issued as a global security. Under certain limited circumstances, subordinated trust debt securities may be issued in certificated form in exchange for a global security. In the event subordinated trust debt securities are issued in certificated form, such subordinated trust debt securities will be in denominations as specified in the applicable prospectus supplement and integral multiples thereof and may be transferred or exchanged at the offices described therein. We will make payments on subordinated trust debt securities issued as a global security to the depositary for the subordinated trust debt securities. In the event subordinated trust debt securities are issued in certificated form, principal and interest will be payable, the transfer of the subordinated trust debt securities will be registrable and subordinated trust debt securities will be exchangeable for subordinated trust debt securities of other denominations of a like aggregate principal amount at the corporate trust office of the indenture trustee in New York, New York. In such an event, however, at our option, we may pay interest by check mailed to the address of the persons entitled thereto.

     Certain Covenants

     We will covenant, as long as trust preferred securities of a trust remain outstanding:

• to maintain 100% ownership of trust common securities of such trust;

• not to cause such trust to terminate, except in connection with a distribution of subordinated trust debt securities; and

• to use our reasonable efforts to cause such trust:

• to remain a statutory business trust, except in connection with the distribution of subordinated trust debt securities held by such trust to the holders of trust securities in liquidation of such trust, the redemption of all trust securities, or certain mergers, consolidations or amalgamations, each as permitted by the trust agreement, and

• to otherwise continue to be classified as a grantor trust for United States federal income tax purposes.

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     Optional Redemption

     We will have the right to redeem the subordinated trust debt securities, in whole or in part, from time to time, without premium or penalty, on or after the date set forth in the applicable prospectus supplement, upon not less than 30 or more than 60 days’ notice, at a redemption price equal to a premium on the principal amount to be redeemed plus any accrued and unpaid interest, including additional interest, if any, to the redemption date, as specified in the applicable prospectus supplement. If a partial redemption of the trust preferred securities resulting from a partial redemption of the subordinated trust debt securities held by a trust would result in the delisting of the trust preferred securities of such trust, we may only redeem such subordinated trust debt securities held by such trust in whole. In addition, if a change in tax or securities laws occurs that adversely affects specified tax or securities characteristics of the trust, upon not less than 30 or more than 60 days notice, within 90 days after the occurrence of such event and subject to the terms and conditions of the subordinated indenture, we may redeem such subordinated trust debt securities, in whole, at a price equal to 100% of the principal amount to be redeemed plus any accrued but unpaid interest, including additional interest, if any, to the redemption date. In the event of redemption of such subordinated trust debt securities in part only, we will issue new subordinated trust debt securities for the unredeemed portion in the name or names of the holders who surrender their unredeemed subordinated trust debt securities.

     Interest

     Each subordinated trust debt security will bear interest at the rate set forth in the applicable prospectus supplement from the original date of issuance, payable quarterly in arrears on the interest payment dates which will be specified in the prospectus supplement, to the person in whose name such subordinated trust debt security is registered, subject to specified exceptions, on the record date specified in the applicable prospectus supplement.

     The amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on the subordinated debt securities is not a business day, then we will pay the interest payable on such date on the next succeeding day which is a business day, and without any interest or other payment in respect of any such delay, except that, if such business day is in the next succeeding calendar year, such payment shall be made on the immediately preceding business day, in each case with the same force and effect as if made on such date.

     Option To Extend Interest Payment Period

     Except to the extent set forth in the applicable prospectus supplement, we will have the right at any time to defer payments of interest on subordinated trust debt securities by extending the interest payment period for up to 20 consecutive quarters. At the end of such an extension period, we will pay all interest then accrued and unpaid, including any additional interest, together with interest thereon at the rate specified and to the extent permitted by applicable law. We will covenant in the applicable indenture for the benefit of the holders of a series of subordinated trust debt securities, that, subject to the next succeeding sentence:

• we will not declare or pay any dividend on, or make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of our capital stock; and

• we will not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees other than the trust guarantee) issued by us which rank junior to the applicable series of subordinated trust debt securities:

• if at such time we will have given notice of our election to extend an interest payment period for a series of subordinated trust debt securities and such extension shall be continuing, or

• if at such time an event of default with respect to a series of subordinated trust debt securities will have occurred and be continuing.

The preceding sentence, however, shall not restrict:

• any of the actions described in the preceding sentence resulting from any reclassification of our capital stock or the exchange or conversion of one class or series of our capital stock for another class or series of our capital stock;

• repurchases, redemptions or other acquisitions of shares of our capital stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers or directors or a stock purchase and dividend reinvestment plan;

22

• dividends or distributions in our capital stock; or

• the purchase of fractional interests in shares of our capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged.

     Prior to the termination of any such extension period for a series of subordinated trust debt securities, we may further defer payments of interest on such subordinated trust debt securities, by extending the interest payment period, provided that such extension period together with all such previous and further extensions thereof for such series of subordinated trust debt securities may not exceed 20 consecutive quarters or extend beyond the maturity of such series of subordinated trust debt securities.

     Upon the termination of any extension period for a series of subordinated trust debt securities, and the payment of all accrued and unpaid interest on the subordinated trust debt securities then due, we may select a new extension period for such series of subordinated trust debt securities, as if no extension period had previously been declared, subject to the above requirements. We will not be required to pay interest on a series of subordinated trust debt securities during an extension period until the end thereof.

     If the property trustee is the sole holder of the subordinated trust debt securities, we will give the administrative trustees and the property trustee notice of our selection of such extension period for such series of subordinated trust debt securities one business day prior to the earlier of (1) the next succeeding date on which distributions on the related trust preferred securities are payable or (2) the date a trust is required to give notice to the New York Stock Exchange or other applicable self-regulatory organization or to holders of such trust preferred securities on the record date or the date such distribution is payable, but in any event not less than one business day prior to such record date. The administrative trustees shall give notice of our selection of such extension period to the holders of such trust preferred securities. If the property trustee is not the sole holder of a series of subordinated trust debt securities, we will give the holders of such subordinated trust debt securities notice of our selection of such extension period ten business days prior to the earlier of (1) the interest payment date or (2) the date we are required to give notice to the New York Stock Exchange or other applicable self-regulatory organization or to holders of such subordinated trust debt securities, but in any event at least two business days before such record date.

     We have no present intention to defer interest payments.

     Additional Interest

     If a trust is required to pay any taxes, duties, assessments or other governmental charges, other than withholding taxes, imposed by the United States, or any other taxing authority, we will pay as additional interest such additional amounts as shall be required so that the net amounts received and retained by a trust after paying any such charges will be equal to the amount such trust would have received had no such charge been imposed.

     Events of Default Under Applicable Indenture

     We will define an event of default with respect to any series of subordinated trust debt securities in the indenture or applicable supplemental indenture. An event of default may include:

• our default in payment of the principal of or premium, if any, on any of the subordinated trust debt securities of such series;

• default for 30 days in payment of any installment of interest, including additional interest, on any subordinated trust debt security of such series beyond a valid extension;

• default by us for 60 days after notice in the observance or performance of any other covenants in the indenture or applicable supplemental indenture relating to such series; and

• voluntary or involuntary dissolution, winding up, termination, bankruptcy, insolvency or reorganization of a trust, except in connection with:

• the distribution of subordinated trust debt securities to holders of trust securities in liquidation of a trust,

• the redemption of all outstanding trust securities of such trust, or

• mergers or consolidations permitted by the trust agreement.

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     The holders of not less than a majority in aggregate principal amount of subordinated trust debt securities may waive any past default, except (1) a default in payment of principal, premium, interest or additional interest, unless such default has been cured and a sum sufficient to pay all installments due otherwise than by acceleration has been deposited with the subordinated debt security trustee, or (2) a default in a covenant or provision which under the applicable indenture may not be modified or amended without the consent of each holder of a subordinated trust debt security. The holders of trust preferred securities in certain circumstances have the right to direct the property trustee to exercise its rights as holder of subordinated debt securities.

     Payment and Paying Agents

     Payment of principal and premium, if any, on subordinated trust debt securities will be made only if the holder of subordinated trust debt securities surrenders them to the paying agent of the subordinated trust debt securities.

     Principal of and any premium and interest, if any, on subordinated trust debt securities will be payable, subject to any applicable laws and regulations, at the office of such paying agent or paying agents as we may designate from time to time pursuant to the subordinated trust debt security indenture. Payment of interest on the subordinated trust debt securities on any interest payment date will be made to the person in whose name the subordinated trust debt security is registered at the close of business on the regular record date for such interest payment.

     The indenture trustee will act as paying agent with respect to the subordinated trust debt securities. We may at any time designate additional paying agents or rescind the designation of any paying agent or approve a change in the office through which any paying agent acts, except that we will be required to maintain a paying agent at the place of payment.

     Consolidation, Merger and Sale

     The applicable indenture will provide that we will be permitted to consolidate with, or sell or convey all or substantially all of our assets to, or merge with or into, any other entity provided that:

• either we shall be the continuing entity, or the successor entity formed by or resulting from any such consolidation or merger or which shall have received the transfer of such assets shall expressly assume our obligations under the trust guarantee and the payment of the principal of, and premium, if any, and interest on all of the subordinated trust debt securities and the due and punctual performance and observance of all of the covenants and conditions contained in the applicable indenture;

• immediately after giving effect to such transaction and treating any indebtedness that becomes an obligation of ours or any subsidiary as a result thereof as having been incurred by us or such subsidiary at the time of such transaction, no event of default under the applicable indenture or the trust guarantee, and no event which, after notice or the lapse of time, or both, would become such an event of default, shall have occurred and be continuing; and

• an officer’s certificate and legal opinion covering such conditions shall be delivered to the indenture trustee.

     The indenture will not otherwise contain any covenant which restricts our ability to merge or consolidate with or into any other person, sell or convey all or substantially all of our assets to any person or otherwise engage in restructuring transactions.

     Information Concerning Indenture Trustee for the Subordinated Trust Debt Securities

     The indenture trustee for the subordinated trust debt securities, prior to default and after the curing of all defaults, if any, will undertake to perform only such duties as will be specifically set forth in the applicable indenture and, after a default that has not been cured or waived, will exercise the same degree of care as a prudent individual would exercise in the conduct of his or her own affairs. Subject to such provision, the indenture trustee will be under no obligation to exercise any of the powers vested in it by the indenture at the request of any holder of subordinated trust debt securities, unless offered reasonable indemnity by such holder against the costs, expenses and liabilities which might be incurred thereby. However, the foregoing will not relieve the indenture trustee, upon the occurrence of an indenture event of default, from exercising the rights and powers vested in it by the indenture. The indenture trustee will not be required to expend or risk its own funds or otherwise incur personal financial liability in the performance of its duties if the indenture trustee reasonably believes that repayment or adequate indemnity is not reasonably assured to it.

Miscellaneous

     We will have the right at all times to assign any of our rights or obligations under the indenture to a direct or indirect wholly-owned subsidiary of ours. However, in the event of any such assignment, we will remain liable for all of such obligations under

24

the indenture. Subject to the foregoing, the indenture will be binding upon and inure to the benefit of the parties thereto and their respective successors and assigns. The indenture will provide that it may not otherwise be assigned by the parties thereto.

Effect of Obligations under Subordinated Trust Debt Securities and Trust Guarantee

     As long as payments are made when due on subordinated trust debt securities, the trust will have sufficient funds to be able to make all appropriate payments on trust securities. This is primarily because:

• the aggregate principal amount of the subordinated debt securities will be equal to the sum of the aggregate stated liquidation amount of such trust securities;

• the interest rate and interest and other payment dates on the subordinated trust debt securities will match the distribution rate and distribution and other payment dates for the trust securities;

• we will pay for all costs and expenses of each trust; and

• the trust agreement will provide that the trustees may not cause or permit the trust to, among other things, engage in any activity that is not consistent with the purposes of the trust.

     We will guarantee payments of distributions and other payments due on the trust preferred securities, to the extent funds are available therefor and to the extent set forth under “Description of the Trust Guarantees.” If we do not make interest payments on subordinated trust debt securities, it is expected that the trust will not have sufficient funds to pay distributions on its trust preferred securities. The trust guarantee is a full and unconditional guarantee, but does not apply to any payment unless the trust has sufficient funds for such payment.

     If we fail to make payments on subordinated trust debt securities when due, taking into account any extension period, the trust agreement will provide a mechanism whereby holders of trust preferred securities may direct the property trustee to enforce its rights, including proceeding directly against us. If the property trustee fails to enforce its rights, a holder of trust preferred securities may sue us directly to enforce those rights, without first instituting legal proceedings against the trust, the property trustee or any other person or entity.

     If we fail to make payments under the trust guarantee, the trust guarantee provides a mechanism whereby the holders of trust preferred securities may direct the trust guarantee trustee to enforce its rights. If the trust guarantee trustee fails to enforce its rights, any holder of trust preferred securities may institute a legal proceeding against us directly to enforce those rights without first instituting legal proceedings against the trust, the trust guarantee trustee or any other person or entity.

     Pursuant to an agreement as to expenses and liabilities to be entered into by us under the trust agreement, we will irrevocably and unconditionally guarantee to each person or entity to whom the trust becomes indebted or liable the full payment of any indebtedness, expenses or liabilities of the trust other than obligations of the trust to pay to the holders of the related trust securities or other similar interests in the trust the amounts due such holders pursuant to the terms of such trust securities or such other similar interests, as the case may be.

     The above mechanisms and obligations, taken together, are equivalent to a full and unconditional guarantee by us of payments due on trust preferred securities to the extent of funds available to the trust.

PLAN OF DISTRIBUTION

     Any of the securities being offered by this prospectus may be sold:

• through agents,

• to or through underwriters,

• through dealers,

• directly by us to purchasers; or

• through a combination of any such methods of sale.

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     The securities may be sold at a fixed price or prices which may be changed at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The distribution of securities may be effected from time to time in one or more transactions by means of one or more of the following transactions, which may include cross or block trades:

• exchange offers or other transactions on the New York Stock Exchange or any other organized market where the securities may be traded;

• in the over-the-counter market;

• in negotiated transactions;

• through put or call option transactions relating to the securities;

• under delayed delivery contracts or other contractual commitments; or

• a combination of such methods of sale.

     Agents designated by us from time to time may solicit offers to purchase the securities. We will name any such agent involved in the offer or sale of the securities and set forth any commissions payable by us to such agent in the prospectus supplement. Unless otherwise indicated in the prospectus supplement, any such agent will be acting on a best efforts basis for the period of its appointment. Any such agent may be deemed to be an underwriter, as that term is defined in the Securities Act, of the securities.

      If underwriters are used in the sale of securities, securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions. Securities may be offered to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting as underwriters. If an underwriter or underwriters are used in the sale of securities, we will execute an underwriting agreement with such underwriter or underwriters at the time an agreement for such sale is reached. We will set forth in the prospectus supplement the names of the specific managing underwriter or underwriters, as well as any other underwriters, and the terms of the transactions, including compensation of the underwriters and dealers. Such compensation may be in the form of discounts, concessions or commissions. Underwriters and others participating in any offering of securities may engage in transactions that stabilize, maintain or otherwise affect the price of such securities. We will describe any such activities in the prospectus supplement. We may elect to list any class or series of securities on any exchange, but we are not currently obligated to do so. It is possible that one or more underwriters, if any, may make a market in a class or series of securities, but the underwriters will not be obligated to do so and may discontinue any market making at any time without notice. We cannot give any assurance as to the liquidity of the trading market for any of the securities we may offer.

     If a dealer is used in the sale of the securities, we or an underwriter will sell such securities to the dealer, as principal. The dealer may then resell such securities to the public at varying prices to be determined by such dealer at the time of resale. The prospectus supplement will set forth the name of the dealer and the terms of the transactions.

     We may directly solicit offers to purchase the securities, and we may sell directly to institutional investors or others. These persons may be deemed to be underwriters within the meaning of the Securities Act with respect to any resale of the securities. The prospectus supplement will describe the terms of any such sales, including the terms of any bidding, auction or other process, if utilized.

     Agents, underwriters and dealers may be entitled under agreements which may be entered into with us to indemnification by us against specified liabilities, including liabilities under the Securities Act, or to contribution by us to payments they may be required to make in respect of such liabilities. The prospectus supplement will describe the terms and conditions of such indemnification or contribution. Some of the agents, underwriters or dealers, or their affiliates may be customers of ours, or engage in transactions with or perform services for us and our subsidiaries in the ordinary course of business.

LEGAL MATTERS

     Gibson, Dunn & Crutcher LLP, Dallas, Texas, has rendered an opinion with respect to the validity of the securities being offered by this prospectus, other than with respect to trust preferred securities. We have filed the opinion as an exhibit to the registration statement of which this prospectus is a part. Morris, Nichols, Arsht & Tunnell, Wilmington, Delaware, has rendered an opinion with respect to the validity of the trust preferred securities being offered by this prospectus. We have filed the opinion as an exhibit to the registration statement of which this prospectus is a part. If counsel for any underwriters passes on legal matters in connection with an offering made by this prospectus, we will name that counsel in the prospectus supplement relating to that offering.

EXPERTS

     The consolidated financial statements of D.R. Horton, Inc. appearing in its Annual Report on Form 10-K for the year ended September 30, 2003 have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon included therein and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

     D.R. Horton, Inc. files annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission under the Securities Exchange Act of 1934. You may read and copy this information at the Public Reference Room of the SEC, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. You may obtain information on the operation of the Public Reference Room by calling the SEC at (800) SEC- 0330.

     The SEC also maintains an internet world wide web site that contains reports, proxy statements and other information about issuers, like us, who file electronically with the SEC. The address of that site is www.sec.gov.

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     You can also inspect reports, proxy statements and other information about us at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.

     We, the trusts, and our guarantor subsidiaries have filed jointly with the SEC a registration statement on Form S-3 that registers the securities we are offering. The registration statement, including the attached exhibits and schedules, contains additional relevant information about us, the trusts, our guarantor subsidiaries and the securities offered. The rules and regulations of the SEC allow us to omit certain information included in the registration statement from this prospectus.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The SEC allows us to “incorporate by reference” information into this prospectus. This means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this prospectus, except for any information that is superseded by information that is included directly in this or another document.

     This prospectus includes by reference the documents listed below that we have previously filed with the SEC and that are not included in or delivered with this document. They contain important information about our business, prospects and financial condition.

FILING	PERIOD OR DATE
Annual Report on Form 10-K	Year ended September 30, 2003
Quarterly Reports on Form 10-Q	Quarter ended December 31, 2003 Quarter ended March 31, 2004
Current Reports on Form 8-K	January 12, 2004
	February 13, 2004 March 30, 2004 June 18, 2004 July 9, 2004

Pages 3 through 9 under the caption “Election of Directors,” pages 12 and 13 under the caption “Beneficial Ownership of Common Stock,” pages 14 through 17 under the caption “Executive Compensation,” through the caption “— Compensation Committee Interlocks and Insider Participation,” pages 24 and 25 under the caption “Independent Public Auditors —Audit Fees and All Other Fees,” and page 25 under the caption “Section 16(a) Beneficial Ownership Reporting Compliance,” contained in our Proxy Statement relating to our January 29, 2004 annual meeting of stockholders and incorporated into our Annual Report on Form 10-K.

     We also incorporate by reference any future filings we make with the SEC under sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, between the date of this prospectus and the date of the closing of each offering, including all such documents we may file with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement. These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K (other than information furnished under Item 9 or 12, which is deemed not to be incorporated by reference in this prospectus), as well as proxy statements (other than information identified therein as not incorporated by reference). You should review these filings as they may disclose changes in our business, prospects, financial condition or other affairs after the date of this prospectus. The information that we file later with the SEC under sections 13(a), 13(c), 14 or 15(d) of the Exchange Act and before the closing of each offering will automatically update and supersede previous information included or incorporated by reference in this prospectus.

     You can obtain any of the documents incorporated by reference in this document from us without charge, excluding any exhibits to those documents unless the exhibit is specifically incorporated by reference in this prospectus. You can obtain documents incorporated by reference in this prospectus by requesting them in writing or by telephone from us at the following address:

Investor Relations
D.R. Horton, Inc.
1901 Ascension Boulevard, Suite 100
Arlington, Texas 76006
(817) 856-8200, ext. 1562

     We have not authorized anyone to give any information or make any representation about us that is different from, or in addition to, that contained in this prospectus or in any of the materials that we have incorporated by reference into this document. Therefore, if anyone does give you information of this sort, you should not rely on it. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this document are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. The information contained in this document speaks only as of the date of this document, unless the information specifically indicates that another date applies.

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$2,000,000,000

D.R. HORTON, INC.

Debt Securities,
Preferred Stock, Depositary Shares,
Common Stock, Warrants,
Stock Purchase Contracts and Stock Purchase Units

Trust Preferred Securities of
DRH Capital Trust I,
DRH Capital Trust II and
DRH Capital Trust III and
Related Subordinated Trust Debt Securities and
Guarantees of D.R. Horton, Inc.

Units of These Securities

PROSPECTUS

, 2004

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Securities and Exchange Commission registration fee	$	253,400
Blue Sky fees and expenses		1,500
Printing and engraving fees and expenses		320,000
Trustees’ fees and expenses		1,500
Rating agency fees		2,320,000
Accountants’ fees and expenses		500,000
Legal fees and expenses		700,000
Miscellaneous		300,000
Total	$	4,396,400	*

* All fees and expenses will be paid by the Company. All fees and expenses other than the SEC filing fees are estimated.

Item 15. Indemnification of Directors and Officers.

     The registrant’s certificate of incorporation provides that the registrant shall, to the full extent permitted by the Delaware General Corporation Law or other applicable laws presently or hereafter in effect, indemnify each person who is or was or had agreed to become a director or officer of the registrant, or each such person who is or was serving or who had agreed to serve at the written request of the board of directors or an officer of the registrant as an employee or agent of the registrant or as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, in any such case owned or controlled by the registrant, including the heirs, executors, administrators or estate of such person, and eliminates the personal liability of its directors to the full extent permitted by the Delaware General Corporation Law or other applicable laws presently or hereafter in effect. The registrant has entered into an indemnification agreement with each of its directors and executive officers.

     Section 145 of the Delaware General Corporation Law permits a corporation to indemnify its directors and officers against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by them in connection with any action, suit or proceeding brought by third parties, if such directors or officers acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. In a derivative action, i.e., one by or in the right of the corporation, indemnification may be made only for expenses actually and reasonably incurred by directors and officers in connection with the defense or settlement of an action or suit, and only with respect to a matter as to which they shall have acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made if such person shall have been adjudged liable for negligence or misconduct in the performance of his respective duties to the corporation, although the court in which the action or suit was brought may determine upon application that the defendant officers or directors are fairly and reasonably entitled to indemnity for such expenses despite such adjudication of liability.

     Section 102(b)(7) of the Delaware General Corporation Law provides that a corporation may eliminate or limit the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provisions shall not eliminate or limit the liability of a director (1) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) under section 174 of the Delaware General Corporation Law, or (4) for any transaction from which the director derived an improper personal benefit. No such provision shall eliminate or limit the liability of a director for any act or omission occurring before the date when such provision becomes effective.

     Any underwriting agreement, which will be filed as Exhibit 1.1 by amendment hereto or pursuant to a Current Report on Form 8-K to be incorporated herein by reference, will provide that the underwriters named therein will indemnify and hold harmless the registrant and each director, officer or controlling person of the registrant from and against specific liabilities, including liabilities under the Securities Act.

     The registrant also has obtained directors and officers liability insurance that provides insurance coverage for certain liabilities which may be incurred by the registrant’s directors and officers in their capacity as such.

II-1

Item 16. Exhibits and Financial Schedules.
(a) Exhibits:

Exhibit
Number	Exhibits
1.1**	—	Form of Underwriting Agreement
4.1(a)	—	Senior Debt Securities Indenture (including form of notes)
4.1(b)	—	Senior Subordinated Debt Securities Indenture (including form of notes)
4.1(c)	—	Form of Subordinated Debt Securities Indenture (including form of notes) (incorporated by reference from Exhibit 4.1(c) to Amendment No. 1 to the registrant’s registration statement (No. 333-27521) on Form S-3, filed with the SEC on June 2, 1997)
4.1(d)	—	Form of Subordinated Trust Debt Securities Indenture (including form of notes)
4.2(a)	—	Amended and Restated Certificate of Incorporation of the registrant (incorporated by reference from Exhibit 3.1 to the registrant’s quarterly report on Form 10-Q/A for the quarter ended December 31, 2002, filed with the SEC on February 18, 2003)
4.2(b)	—	Amendment to Amended and Restated Certificate of Incorporation of the registrant (incorporated by reference from Exhibit 3.1(a) to the registrant’s quarterly report on Form 10-Q/A for the quarter ended December 31, 2002, filed with the SEC on February 18, 2003)
4.3	—	Amended and Restated Bylaws of the registrant (incorporated by reference from Exhibit 3.1 to the registrant’s quarterly report on Form 10-Q for the quarter ended December 31, 1998, filed with the SEC on February 16, 1999)
4.4**	—	Form of Warrant Agreement (including form of warrant)
4.5	—	Certificate of Trust for DRH Capital Trust I (incorporated by reference from Exhibit 4.5 to the registrant’s registration statement (No. 333-57388) on Form S-3, filed with the SEC on March 22, 2001)
4.6	—	Certificate of Trust for DRH Capital Trust II (incorporated by reference from Exhibit 4.6 to the registrant’s registration statement (No. 333-57388) on Form S-3, filed with the SEC on March 22, 2001)
4.7	—	Certificate of Trust for DRH Capital Trust III (incorporated by reference from Exhibit 4.7 to the registrant’s registration statement (No. 333-57388) on Form S-3, filed with the SEC on March 22, 2001)
4.8*	—	Certificate of Amendment to Certificate of Trust for DRH Capital Trust I
4.9*	—	Certificate of Amendment to Certificate of Trust for DRH Capital Trust II
4.10*	—	Certificate of Amendment to Certificate of Trust for DRH Capital Trust III
4.11	—	Trust Agreement for DRH Capital Trust I (incorporated by reference from Exhibit 4.8 to the registrant’s registration statement (No. 333-57388) on Form S-3, filed with the SEC on March 22, 2001)
4.12	—	Trust Agreement for DRH Capital Trust II (incorporated by reference from Exhibit 4.9 to the registrant’s registration statement (No. 333-57388) on Form S-3, filed with the SEC on March 22, 2001)
4.13	—	Trust Agreement for DRH Capital Trust III (incorporated by reference from Exhibit 4.10 to the registrant’s registration statement (No. 333-57388) on Form S-3, filed with the SEC on March 22, 2001)
4.14	—	Form of Amended & Restated Trust Agreement for DRH Capital Trust I (including form of trust preferred security)
4.15	—	Form of Amended & Restated Trust Agreement for DRH Capital Trust II (including form of trust preferred security)
4.16	—	Form of Amended & Restated Trust Agreement for DRH Capital Trust III (including form of trust preferred security)
4.17	—	Form of Trust Guarantee Agreement for DRH Capital Trust I
4.18	—	Form of Trust Guarantee Agreement for DRH Capital Trust II
4.19	—	Form of Trust Guarantee Agreement for DRH Capital Trust III
4.20*	—	Form of Stock Purchase Contract
4.21*	—	Form of Stock Purchase Unit Agreement
4.22*	—	Form of Unit Agreement
4.23	—	Specimen of Common Stock Certificate (incorporated by reference from Exhibit 4.1 to the registrant’s registration statement (No. 33-46554) on Form S-1, filed with the SEC on March 20, 1992(P))
5.1*	—	Opinion of Gibson, Dunn & Crutcher LLP, Dallas, Texas, as to the validity of the securities being registered
5.2*	—	Opinion of Morris, Nichols, Arsht & Tunnell, Wilmington, Delaware, as to the validity of the trust preferred securities being registered
12.1*	—	Statement of computation of ratio of earnings to fixed charges (incorporated by reference from Exhibit 12.1 to the registrant’s current report on Form 8-K, filed with the SEC on July 9, 2004)
23.1	—	Consent of Ernst & Young LLP, Fort Worth, Texas
23.2*	—	Consent of Gibson, Dunn & Crutcher LLP, Dallas, Texas (See Exhibit 5.1)
23.3*	—	Consent of Morris, Nichols, Arsht & Tunnell, Wilmington, Delaware (see Exhibit 5.2)
24.1*	—	Powers of Attorney (See signature page of this registration statement)
25.1(a)*	—	Statement of eligibility of trustee on Form T-1 for Senior Debt Securities
25.1(b)*	—	Statement of eligibility of trustee on Form T-1 for Senior Subordinated Debt Securities
25.1(c)**	—	Statement of eligibility of trustee on Form T-1 for Subordinated Debt Securities
25.1(d)**	—	Statement of eligibility of trustee on Form T-1 for Subordinated Trust Debt Securities
25.1(e)**	—	Statement of eligibility of trustee on Form T-1 for Trust Agreements

* Previously filed with this registration statement.

** To be filed by amendment hereto or pursuant to a Current Report on Form 8-K to be incorporated herein by reference.

II-2

Item 17. Undertakings.

     (a) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions described in Item 15, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. If a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

     (c) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)	To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii)	To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and
(iii)	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that paragraphs (c)(1)(i) and (c)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2)	That, for the purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

     (d) The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under section 305(b)(2) of the Trust Indenture Act.

II-3

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant, D.R. Horton, Inc., and the co-registrants named below, certify that they have reasonable grounds to believe that they meet all the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Arlington, State of Texas, on August 12, 2004.

D.R. HORTON, INC.
By:	/s/ Bill W. Wheat
	Bill W. Wheat
	Executive Vice President and Chief Financial Officer

II-4

CO-REGISTRANTS:

C. RICHARD DOBSON BUILDERS, INC.
CHTEX OF TEXAS, INC.
CONTINENTAL RESIDENTIAL, INC.
D.R. HORTON, INC. — BIRMINGHAM
D.R. HORTON, INC. — CHICAGO
D.R. HORTON, INC. — DENVER
D.R. HORTON, INC. — GREENSBORO
D.R. HORTON, INC. — JACKSONVILLE
D.R. HORTON, INC. — LOUISVILLE
D.R. HORTON, INC. — MINNESOTA
D.R. HORTON, INC. — NEW JERSEY
D.R. HORTON, INC. — PORTLAND
D.R. HORTON, INC. — SACRAMENTO
D.R. HORTON, INC. — TORREY
D.R. HORTON LOS ANGELES HOLDING COMPANY, INC.
D.R. HORTON MATERIALS, INC.
D.R. HORTON SAN DIEGO HOLDING COMPANY, INC.
DRH CAMBRIDGE HOMES, INC.
DRH ENERGY, INC.
DRH REGREM IV, INC.
DRH REGREM V, INC.
MEADOWS I, LTD.
MEADOWS VIII, LTD.
MEADOWS IX, INC.
MEADOWS X, INC.
MELMORT CO.
SCHULER HOMES OF CALIFORNIA, INC.
SCHULER HOMES OF OREGON, INC.
SCHULER HOMES OF WASHINGTON, INC.
SCHULER MORTGAGE, INC.
SCHULER REALTY HAWAII, INC.
SHLR OF CALIFORNIA, INC.
SHLR OF COLORADO, INC.
SHLR OF UTAH, INC.
SHLR OF WASHINGTON, INC.
THE CLUB AT PRADERA, INC.
VERTICAL CONSTRUCTION CORPORATION
WESTERN PACIFIC FUNDING, INC.

By:	/s/ Bill W. Wheat Bill W. Wheat
	Executive Vice President

II-5

CH INVESTMENTS OF TEXAS, INC. MEADOWS II, LTD.
By:	/s/ Robert E. Coltin
	Robert E. Coltin
	Vice President, Secretary and Treasurer

II-6

CHI CONSTRUCTION COMPANY
CONTINENTAL HOMES, INC.
D.R. HORTON, INC. — DIETZ-CRANE
DRH CONSTRUCTION, INC.
DRH REGREM IX, INC.
DRH REGREM X, INC.
DRH REGREM XI, INC.
DRH SOUTHWEST CONSTRUCTION, INC.
DRH TUCSON CONSTRUCTION, INC.
DRHI, INC.
KDB HOMES, INC.
MELODY HOMES, INC.
SHLR OF NEVADA, INC.
WESTERN PACIFIC HOUSING, INC.
WESTERN PACIFIC HOUSING MANAGEMENT, INC.

By:	/s/ Bill W. Wheat
	Bill W. Wheat
	Executive Vice President and Chief Financial Officer
CONTINENTAL HOMES OF TEXAS, L.P.
By:	CHTEX of Texas, Inc.,
	its General Partner
	By:	/s/ Bill W. Wheat
		Bill W. Wheat
		Executive Vice President

D.R. HORTON MANAGEMENT COMPANY, LTD.
D.R. HORTON — EMERALD, LTD.
D.R. HORTON — TEXAS, LTD.
DRH REGREM VII, LP
DRH REGREM XII, LP

By:	Meadows I, Ltd.,
	its General Partner
	By:	/s/ Bill W. Wheat
		Bill W. Wheat
		Executive Vice President

II-7

SGS COMMUNITIES AT GRANDE QUAY, LLC
By:	Meadows IX, Inc.,
	a Member
	By:	/s/ Bill W. Wheat
		Bill W. Wheat
		Executive Vice President
By:	Meadows X, Inc.,
	a Member
	By:	/s/ Bill W. Wheat
		Bill W. Wheat
		Executive Vice President
DRH CAMBRIDGE HOMES, LLC
DRH REGREM VIII, LLC
By:	D.R. Horton, Inc. — Chicago,
	its Member
	By:	/s/ Bill W. Wheat
		Bill W. Wheat
		Executive Vice President
DRH CAPITAL TRUST I
DRH CAPITAL TRUST II
DRH CAPITAL TRUST III
By:	D.R. Horton, Inc.,
	as Depositor
	By:	/s/ Bill W. Wheat
		Bill W. Wheat
		Executive Vice President and Chief Financial Officer

II-8

HPH HOMEBUILDERS 2000 L.P.
WESTERN PACIFIC HOUSING CO., A CALIFORNIA LIMITED PARTNERSHIP
WESTERN PACIFIC HOUSING-ANTIGUA, LLC
WESTERN PACIFIC HOUSING-AVIARA, L.P.
WESTERN PACIFIC HOUSING-BOARDWALK, LLC
WESTERN PACIFIC HOUSING-BROADWAY, LLC
WESTERN PACIFIC HOUSING-CANYON PARK, LLC
WESTERN PACIFIC HOUSING-CARMEL, LLC
WESTERN PACIFIC HOUSING-CARRILLO, LLC
WESTERN PACIFIC HOUSING-COMMUNICATIONS HILL, LLC
WESTERN PACIFIC HOUSING-COPPER CANYON, LLC
WESTERN PACIFIC HOUSING-CREEKSIDE, LLC
WESTERN PACIFIC HOUSING-CULVER CITY, L.P.
WESTERN PACIFIC HOUSING-DEL VALLE, LLC
WESTERN PACIFIC HOUSING-LOMAS VERDES, LLC
WESTERN PACIFIC HOUSING-LOST HILLS PARK, LLC
WESTERN PACIFIC HOUSING-MCGONIGLE CANYON, LLC
WESTERN PACIFIC HOUSING-MOUNTAINGATE, L.P.
WESTERN PACIFIC HOUSING-NORCO ESTATES, LLC
WESTERN PACIFIC HOUSING-OSO, L.P.
WESTERN PACIFIC HOUSING-PACIFIC PARK II, LLC
WESTERN PACIFIC HOUSING-PARK AVENUE EAST, LLC
WESTERN PACIFIC HOUSING-PARK AVENUE WEST, LLC
WESTERN PACIFIC HOUSING-PLAYA VISTA, LLC
WESTERN PACIFIC HOUSING-POINSETTIA, L.P.
WESTERN PACIFIC HOUSING-RIVER RIDGE, LLC
WESTERN PACIFIC HOUSING-ROBINHOOD RIDGE, LLC
WESTERN PACIFIC HOUSING-SANTA FE, LLC
WESTERN PACIFIC HOUSING-SCRIPPS, L.P.
WESTERN PACIFIC HOUSING-SCRIPPS II, LLC
WESTERN PACIFIC HOUSING-SEACOVE, L.P.
WESTERN PACIFIC HOUSING-STUDIO 528, LLC
WESTERN PACIFIC HOUSING-TERRA BAY DUETS, LLC
WESTERN PACIFIC HOUSING-TORRANCE, LLC
WESTERN PACIFIC HOUSING-TORREY COMMERCIAL, LLC
WESTERN PACIFIC HOUSING-TORREY MEADOWS, LLC
WESTERN PACIFIC HOUSING-TORREY MULTI-FAMILY, LLC
WESTERN PACIFIC HOUSING-TORREY VILLAGE CENTER, LLC
WESTERN PACIFIC HOUSING-VINEYARD TERRACE, LLC
WESTERN PACIFIC HOUSING-WINDEMERE, LLC
WESTERN PACIFIC HOUSING-WINDFLOWER, L.P.
WPH-CAMINO RUIZ, LLC

By:	Western Pacific Housing Management, Inc.,
	its Manager, Member or General Partner
	By:	/s/ Bill W. Wheat
		Bill W. Wheat
		Executive Vice President and Chief
		Financial Officer

II-9

SCHULER HOMES OF ARIZONA LLC
SHA CONSTRUCTION LLC

By:	SRHI LLC,
	its Member
	By:	SHLR of Nevada, Inc.,
		its Member
		By:	/s/ Bill W. Wheat
			Bill W. Wheat Executive Vice President
D.R. HORTON-SCHULER HOMES, LLC
By:	Vertical Construction Corporation,
	its Manager
	By:	/s/ Bill W. Wheat
		Bill W. Wheat Executive Vice President
SRHI LLC
By:	SHLR of Nevada, Inc.,
	its Member
	By:	/s/ Bill W. Wheat
		Bill W. Wheat
		Executive Vice President
SSHI LLC
By:	SHLR of Washington, Inc.,
	its Member
	By:	/s/ Bill W. Wheat
		Bill W. Wheat
		Executive Vice President

II-10

     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

REGISTRANT OFFICERS AND DIRECTORS

Signature	Title	Date
/s/  Donald R. Horton Donald R. Horton	Chairman of the Board	August 12, 2004
* Donald J. Tomnitz	Vice Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)	August 12, 2004
/s/  Bill W. Wheat Bill W. Wheat	Executive Vice President and Chief Financial Officer and Director (Principal Accounting and Financial Officer)	August 12, 2004
* Bradley S. Anderson	Director	August 12, 2004
* Michael R. Buchanan	Director	August 12, 2004
* Richard I. Galland	Director	August 12, 2004
* Francine I. Neff	Director	August 12, 2004

*By: /s/ Donald R. Horton
    Donald R. Horton
    as attorney-in-fact

II-11

CO-REGISTRANT OFFICERS AND DIRECTORS:

C. Richard Dobson Builders, Inc.
CHTEX of Texas, Inc.
Continental Residential, Inc.
D.R. Horton, Inc. — Birmingham
D.R. Horton, Inc. — Chicago
D.R. Horton, Inc. — Denver
D.R. Horton, Inc. — Greensboro
D.R. Horton, Inc. — Jacksonville
D.R. Horton, Inc. — Louisville
D.R. Horton, Inc. — Minnesota
D.R. Horton, Inc. — Portland
D.R. Horton, Inc. — Sacramento
D.R. Horton, Inc. — Torrey
D.R. Horton Los Angeles Holding Company, Inc.
D.R. Horton Materials, Inc.
D.R. Horton San Diego Holding Company, Inc.
DRH Cambridge Homes, Inc.
DRH Energy, Inc.
DRH Regrem IV, Inc.
DRH Regrem V, Inc.
Meadows I, Ltd.
Meadows VIII, Ltd.
Meadows IX, Inc.
Meadows X, Inc.
SHLR of Nevada, Inc.
SHLR of Washington, Inc.
The Club at Pradera, Inc.

Signature	Title	Date
/s/ Donald R. Horton Donald R. Horton	Chairman of the Board	August 12, 2004
* Donald J. Tomnitz	President (Principal Executive Officer)	August 12, 2004
/s/ Bill W. Wheat Bill W. Wheat	Executive Vice President (Principal Accounting and Financial Officer)	August 12, 2004

*By: /s/ Donald R. Horton
    Donald R. Horton
    as attorney-in-fact

II-12

CH Investments of Texas, Inc.
Meadows II, Ltd.

Signature	Title	Date
/s/ F. Thomas Davis F. Thomas Davis	Director, President (Principal Executive Officer)	August 12, 2004
/s/ Robert E. Coltin Robert E. Coltin	Director, Treasurer (Principal Accounting and Financial Officer)	August 12, 2004
/s/ William K. Peck William K. Peck	Director	August 12, 2004

II-13

CHI Construction Company
Continental Homes, Inc.
D.R. Horton, Inc. — Dietz-Crane
DRH Construction, Inc.
DRH Regrem IX, Inc.
DRH Regrem X, Inc.
DRH Regrem XI, Inc.
DRH Southwest Construction, Inc.
DRH Tucson Construction, Inc.
DRHI, Inc.
KDB Homes, Inc.
Melody Homes, Inc.
Western Pacific Housing, Inc.
Western Pacific Housing Management, Inc.

Signature	Title	Date
/s/ Donald R. Horton Donald R. Horton	Chairman of the Board	August 12, 2004
* Donald J. Tomnitz	President (Principal Executive Officer)	August 12, 2004
/s/ Bill W. Wheat Bill W. Wheat	Executive Vice President (Principal Accounting and Financial Officer)	August 12, 2004

*By: /s/ Donald R. Horton
    Donald R. Horton
    as attorney-in-fact

D.R. Horton, Inc. — New Jersey

Signature	Title	Date
/s/ Donald R. Horton Donald R. Horton	Chairman of the Board	August 12, 2004
* Donald J. Tomnitz	President (Principal Executive Officer)	August 12, 2004
/s/ Bill W. Wheat Bill W. Wheat	Executive Vice President (Principal Accounting and Financial Officer)	August 12, 2004

*By: /s/ Donald R. Horton
    Donald R. Horton
    as attorney-in-fact

II-14

CHTEX of Texas, Inc., the General Partner of
	Continental Homes of Texas, L.P.
D.R. Horton, Inc. — Chicago, a Member of
	DRH Cambridge Homes, LLC
	DRH Regrem VIII, LLC
Meadows I, Ltd., the General Partner of
	D.R. Horton Management Company, Ltd.
	D.R. Horton — Emerald, Ltd.
	D.R. Horton — Texas, Ltd.
	DRH Regrem VII, LP
	DRH Regrem XII, LP
Meadows IX, Inc., a Member of
and Meadows X, Inc., a Member of
	SGS Communities at Grande Quay, LLC
SHLR of Nevada, Inc., a Member of
	SRHI LLC, a Member of
		Schuler Homes of Arizona LLC SHA Construction LLC
SHLR of Washington, Inc., a Member of
	SSHI LLC

Signature	Title	Date
/s/ Donald R. Horton Donald R. Horton	Chairman of the Board	August 12, 2004
* Donald J. Tomnitz	President (Principal Executive Officer)	August 12, 2004
/s/ Bill W. Wheat Bill W. Wheat	Executive Vice President (Principal Accounting and Financial Officer)	August 12, 2004

*By: /s/ Donald R. Horton
    Donald R. Horton
    as attorney-in-fact

II-15

D.R. Horton, Inc., as Depositor of
	DRH Capital Trust I DRH Capital Trust II DRH Capital Trust III

Signature	Title	Date
/s/ Donald R. Horton Donald R. Horton	Chairman of the Board	August 12, 2004
* Donald J. Tomnitz	Vice Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)	August 12, 2004
/s/ Bill W. Wheat Bill W. Wheat	Executive Vice President and Chief Financial Officer and Director (Principal Accounting and Financial Officer)	August 12, 2004
* Bradley S. Anderson	Director	August 12, 2004
* Michael R. Buchanan	Director	August 12, 2004
* Richard I. Galland	Director	August 12, 2004
* Francine I. Neff	Director	August 12, 2004

*By: /s/ Donald R. Horton
    Donald R. Horton
    as attorney-in-fact

II-16

Melmort Co.
Schuler Homes of California, Inc.
Schuler Homes of Oregon, Inc.
Schuler Homes of Washington, Inc.
Schuler Mortgage, Inc.
Schuler Realty Hawaii, Inc.
SHLR of California, Inc.
SHLR of Colorado, Inc.
SHLR of Utah, Inc.
Vertical Construction Corporation
Western Pacific Funding, Inc.

Signature	Title	Date
/s/ Donald R. Horton Donald R. Horton	Director	August 12, 2004
* Donald J. Tomnitz	President (Principal Executive Officer)	August 12, 2004
/s/ Bill W. Wheat Bill W. Wheat	Executive Vice President (Principal Accounting and Financial Officer)	August 12, 2004

*By: /s/ Donald R. Horton
    Donald R. Horton
    as attorney-in-fact

Vertical Construction Corporation, Manager of
       D.R. Horton-Schuler Homes, LLC

Signature	Title	Date
/s/ Donald R. Horton Donald R. Horton	Director	August 12, 2004
* Donald J. Tomnitz	President (Principal Executive Officer)	August 12, 2004
/s/ Bill W. Wheat Bill W. Wheat	Executive Vice President (Principal Accounting and Financial Officer)	August 12, 2004

*By: /s/ Donald R. Horton
    Donald R. Horton
    as attorney-in-fact

II-17

Western Pacific Housing Management, Inc., a Manager, Member or General Partner of
	HPH Homebuilders 2000 L.P.
	Western Pacific Housing Co., a California limited partnership
	Western Pacific Housing-Antigua, LLC
	Western Pacific Housing-Aviara, L.P.
	Western Pacific Housing-Boardwalk, LLC
	Western Pacific Housing-Broadway, LLC
	Western Pacific Housing-Canyon Park, LLC
	Western Pacific Housing-Carmel, LLC
	Western Pacific Housing-Carrillo, LLC
	Western Pacific Housing-Communications Hill, LLC
	Western Pacific Housing-Copper Canyon, LLC
	Western Pacific Housing-Creekside, LLC
	Western Pacific Housing-Culver City, L.P.
	Western Pacific Housing-Del Valle, LLC
	Western Pacific Housing-Lomas Verdes, LLC
	Western Pacific Housing-Lost Hills Park, LLC
	Western Pacific Housing-McGonigle Canyon, LLC
	Western Pacific Housing-Mountaingate, L.P.
	Western Pacific Housing-Norco Estates, LLC
	Western Pacific Housing-Oso, L.P.
	Western Pacific Housing-Pacific Park II, LLC
	Western Pacific Housing-Park Avenue East, LLC
	Western Pacific Housing-Park Avenue West, LLC
	Western Pacific Housing-PlayaVista, LLC
	Western Pacific Housing-Poinsettia, L.P.
	Western Pacific Housing-River Ridge, LLC
	Western Pacific Housing-Robinhood Ridge, LLC
	Western Pacific Housing-Santa Fe, LLC
	Western Pacific Housing-Scripps, L.P.
	Western Pacific Housing-Scripps II, LLC
	Western Pacific Housing-Seacove, L.P.
	Western Pacific Housing-Studio 528, LLC
	Western Pacific Housing-Terra Bay Duets, LLC
	Western Pacific Housing-Torrance, LLC
	Western Pacific Housing-Torrey Commercial, LLC
	Western Pacific Housing-Torrey Meadows, LLC
	Western Pacific Housing-Torrey Multi-Family, LLC
	Western Pacific Housing-Torrey-Village Center, LLC
	Western Pacific Housing-Vineyard Terrace, LLC
	Western Pacific Housing-Windemere, LLC
	Western Pacific Housing-Windflower, L.P.
	WPH-Camino Ruiz, LLC

Signature	Title	Date
/s/ Donald R. Horton Donald R. Horton	Chairman of the Board	August 12, 2004
* Donald J. Tomnitz	President (Principal Executive Officer)	August 12, 2004
/s/ Bill W. Wheat Bill W. Wheat	Executive Vice President (Principal Accounting and Financial Officer)	August 12, 2004

*By: /s/ Donald R. Horton
    Donald R. Horton
    as attorney-in-fact

II-18

EXHIBIT INDEX

Exhibit
Number	Exhibits
1.1**	—	Form of Underwriting Agreement
4.1(a)	—	Senior Debt Securities Indenture (including form of notes)
4.1(b)	—	Senior Subordinated Debt Securities Indenture (including form of notes)
4.1(c)	—	Form of Subordinated Debt Securities Indenture (including form of notes) (incorporated by reference from Exhibit 4.1(c) to Amendment No. 1 to the registrant’s registration statement (No. 333-27521) on Form S-3, filed with the SEC on June 2, 1997)
4.1(d)	—	Form of Subordinated Trust Debt Securities Indenture (including form of notes)
4.2(a)	—	Amended and Restated Certificate of Incorporation of the registrant (incorporated by reference from Exhibit 3.1 to the registrant’s quarterly report on Form 10-Q/A for the quarter ended December 31, 2002, filed with the SEC on February 18, 2003)
4.2(b)	—	Amendment to Amended and Restated Certificate of Incorporation of the registrant (incorporated by reference from Exhibit 3.1(a) to the registrant’s quarterly report on Form 10-Q/A for the quarter ended December 31, 2002, filed with the SEC on February 18, 2003)
4.3	—	Amended and Restated Bylaws of the registrant (incorporated by reference from Exhibit 3.1 to the registrant’s quarterly report on Form 10-Q for the quarter ended December 31, 1998, filed with the SEC on February 16, 1999)
4.4**	—	Form of Warrant Agreement (including form of warrant)
4.5	—	Certificate of Trust for DRH Capital Trust I (incorporated by reference from Exhibit 4.5 to the registrant’s registration statement (No. 333-57388) on Form S-3, filed with the SEC on March 22, 2001)
4.6	—	Certificate of Trust for DRH Capital Trust II (incorporated by reference from Exhibit 4.6 to the registrant’s registration statement (No. 333-57388) on Form S-3, filed with the SEC on March 22, 2001)
4.7	—	Certificate of Trust for DRH Capital Trust III (incorporated by reference from Exhibit 4.7 to the registrant’s registration statement (No. 333-57388) on Form S-3, filed with the SEC on March 22, 2001)
4.8*	—	Certificate of Amendment to Certificate of Trust for DRH Capital Trust I
4.9*	—	Certificate of Amendment to Certificate of Trust for DRH Capital Trust II
4.10*	—	Certificate of Amendment to Certificate of Trust for DRH Capital Trust III
4.11	—	Trust Agreement for DRH Capital Trust I (incorporated by reference from Exhibit 4.8 to the registrant’s registration statement (No. 333-57388) on Form S-3, filed with the SEC on March 22, 2001)
4.12	—	Trust Agreement for DRH Capital Trust II (incorporated by reference from Exhibit 4.9 to the registrant’s registration statement (No. 333-57388) on Form S-3, filed with the SEC on March 22, 2001)
4.13	—	Trust Agreement for DRH Capital Trust III (incorporated by reference from Exhibit 4.10 to the registrant’s registration statement (No. 333-57388) on Form S-3, filed with the SEC on March 22, 2001)
4.14	—	Form of Amended & Restated Trust Agreement for DRH Capital Trust I (including form of trust preferred security)
4.15	—	Form of Amended & Restated Trust Agreement for DRH Capital Trust II (including form of trust preferred security)
4.16	—	Form of Amended & Restated Trust Agreement for DRH Capital Trust III (including form of trust preferred security)
4.17	—	Form of Trust Guarantee Agreement for DRH Capital Trust I
4.18	—	Form of Trust Guarantee Agreement for DRH Capital Trust II
4.19	—	Form of Trust Guarantee Agreement for DRH Capital Trust III
4.20**	—	Form of Stock Purchase Contract
4.21**	—	Form of Stock Purchase Unit Agreement
4.22**	—	Form of Unit Agreement
4.23	—	Specimen of Common Stock Certificate (incorporated by reference from Exhibit 4.1 to the registrant’s registration statement (No. 33-46554) on Form S-1, filed with the SEC on March 20, 1992(P))
5.1*	—	Opinion of Gibson, Dunn & Crutcher LLP, Dallas, Texas, as to the validity of the securities being registered
5.2*	—	Opinion of Morris, Nichols, Arsht & Tunnell, Wilmington, Delaware, as to the validity of the trust preferred securities being registered
12.1*	—	Statement of computation of ratio of earnings to fixed charges (incorporated by reference from Exhibit 12.1 to the registrant’s current report on Form 8-K, filed with the SEC on July 9, 2004)
23.1	—	Consent of Ernst & Young LLP, Fort Worth, Texas
23.2*	—	Consent of Gibson, Dunn & Crutcher LLP, Dallas, Texas (See Exhibit 5.1)
23.3*	—	Consent of Morris, Nichols, Arsht & Tunnell, Wilmington, Delaware (see Exhibit 5.2)
24.1*	—	Powers of Attorney (See signature page of this registration statement)
25.1(a)*	—	Statement of eligibility of trustee on Form T-1 for Senior Debt Securities
25.1(b)*	—	Statement of eligibility of trustee on Form T-1 for Senior Subordinated Debt Securities
25.1(c)**	—	Statement of eligibility of trustee on Form T-1 for Subordinated Debt Securities
25.1(d)**	—	Statement of eligibility of trustee on Form T-1 for Subordinated Trust Debt Securities
25.1(e)**	—	Statement of eligibility of trustee on Form T-1 for Trust Agreements

* Previously filed with the registration statement.

** To be filed by amendment hereto or pursuant to a Current Report on Form 8-K to be incorporated herein by reference.

EX-4.1(A)

EXHIBIT 4.1(a)

                D.R. HORTON, INC. AND THE GUARANTORS NAMED HEREIN

                             Senior Debt Securities

                                    Indenture

                            Dated as of June 9, 1997

                AMERICAN STOCK TRANSFER & TRUST COMPANY, Trustee



                              CROSS-REFERENCE TABLE
           This Cross-Reference Table is not a part of the Indenture.



  TIA                                                                            Indenture
Section                                                                           Section
                                                                                  -------
                                                                          
310(a)(1)..............................................................      7.10
(a)(2).................................................................      7.10
(a)(3).................................................................      N.A.
(a)(4).................................................................      N.A.
(b)....................................................................      7.08; 7.10; 11.02
311(a).................................................................      7.11
(b)....................................................................      7.11
(c)....................................................................      N.A.
312(a)/................................................................      2.05
(b)....................................................................      11.03
(c)....................................................................      11.03
313(a).................................................................      7.06
(b)(1).................................................................      N.A.
(b)(2).................................................................      7.06
(c)....................................................................      11.02
(d)....................................................................      7.06
314(a).................................................................      4.02; 11.02
(b)....................................................................      N.A.
(c)(1).................................................................      11.04
(c)(2).................................................................      11.04
(c)(3).................................................................      N.A.
(d)....................................................................      N.A.
(e)....................................................................      11.05
315(a).................................................................      7.01(b)
(b)....................................................................      7.05; 11.02
(c)....................................................................      7.01(a)
(d)....................................................................      7.01(c)
(e)....................................................................      6.11
316(a)(last sentence)..................................................      11.06
(a)(1)(A)..............................................................      6.05
(a)(1)(B)..............................................................      6.04
(a)(2).................................................................      N.A.
(b)....................................................................      6.07
317(a)(1)..............................................................      6.08
(a)(2).................................................................      6.09
(b)....................................................................      2.04
318(a).................................................................      11.01


N.A. means Not Applicable.



                                TABLE OF CONTENTS

             This Table of Contents is not a part of the Indenture.



                                                                                             Page
                                                                                          
                                           ARTICLE ONE

                            Definitions and Incorporation by Reference

Section 1.01.        Definitions..........................................................     1
Section 1.02.        Other Definitions....................................................    10
Section 1.03.        Incorporation by Reference of Trust
                        Indenture Act.....................................................    10
Section 1.04.        Rules of Construction................................................    11

                                           ARTICLE TWO

                                          The Securities

Section 2.01.        Form and Dating......................................................    11
Section 2.02.        Execution and Authentication.........................................    14
Section 2.03.        Registrar and Paying Agent...........................................    14
Section 2.04.        Paying Agent to Hold Money in Trust..................................    15
Section 2.05.        Securityholder Lists.................................................    15
Section 2.06.        Transfer and Exchange................................................    15
Section 2.07.        Replacement Securities...............................................    16
Section 2.08.        Outstanding Securities...............................................    16
Section 2.09.        Temporary Securities.................................................    17
Section 2.10.        Cancellation.........................................................    17
Section 2.11.        Defaulted Interest...................................................    17
Section 2.12.        Treasury Securities..................................................    18
Section 2.13.        CUSIP Numbers........................................................    18
Section 2.14.        Deposit of Moneys....................................................    18
Section 2.15.        Book-Entry Provisions for Global
                     Security.............................................................    18

                                          ARTICLE THREE

                                            Redemption

Section 3.01.        Notices to Trustee...................................................    20
Section 3.02.        Selection of Securities to be Redeemed...............................    21
Section 3.03.        Notice of Redemption.................................................    21
Section 3.04.        Effect of Notice of Redemption.......................................    22
Section 3.05.        Deposit of Redemption Price..........................................    22
Section 3.06.        Securities Redeemed in Part..........................................    22


                                      -i-



                                                                                           
                                           ARTICLE FOUR

                                            Covenants

Section 4.01.        Payment of Securities................................................    22
Section 4.02.        Maintenance of Office or Agency......................................    23
Section 4.03.        Compliance Certificate...............................................    23
Section 4.04.        Payment of Taxes; Maintenance of
                        Corporate Existence; Maintenance of
                        Properties........................................................    23
Section 4.05.        Additional Guarantors................................................    24

                                           ARTICLE FIVE

                                      Successor Corporation

Section 5.01.        When Company May Merge, etc..........................................    25

                                           ARTICLE SIX

                                      Defaults and Remedies

Section 6.01.        Events of Default....................................................    26
Section 6.02.        Acceleration.........................................................    28
Section 6.03.        Other Remedies.......................................................    29
Section 6.04.        Waiver of Existing Defaults..........................................    29
Section 6.05.        Control by Majority..................................................    29
Section 6.06.        Limitation on Suits..................................................    30
Section 6.07.        Rights of Holders to Receive Payment.................................    30
Section 6.08.        Collection Suit by Trustee...........................................    31
Section 6.09.        Trustee May File Proofs of Claim.....................................    31
Section 6.10.        Priorities...........................................................    31
Section 6.11.        Undertaking for Costs................................................    32

                                          ARTICLE SEVEN

                                             Trustee

Section 7.01.        Duties of Trustee....................................................    32
Section 7.02.        Rights of Trustee....................................................    33
Section 7.03.        Individual Rights of Trustee.........................................    35
Section 7.04.        Trustee's Disclaimer.................................................    35
Section 7.05.        Notice of Defaults...................................................    35
Section 7.06.        Reports by Trustee to Holders........................................    35
Section 7.07.        Compensation and Indemnity...........................................    36
Section 7.08.        Replacement of Trustee...............................................    36
Section 7.09.        Successor Trustee by Merger, etc.....................................    37
Section 7.10.        Eligibility; Disqualification........................................    38
Section 7.11.        Preferential Collection of Claims
                        Against Company...................................................    38



                                      -ii-



                                                                                           
                                          ARTICLE EIGHT

                                      Discharge of Indenture

Section 8.01.        Defeasance upon Deposit of Moneys or
                        U.S. Government Obligations.......................................    38
Section 8.02.        Survival of the Company's Obligations................................    42
Section 8.03.        Application of Trust Money...........................................    42
Section 8.04.        Repayment to the Company.............................................    42
Section 8.05.        Reinstatement........................................................    43

                                           ARTICLE NINE

                                            Guarantees

Section 9.01.        Unconditional Guarantees.............................................    43
Section 9.02.        Severability.........................................................    45
Section 9.03.        Release of a Guarantor...............................................    45
Section 9.04.        Limitation of a Guarantor's Liability................................    46
Section 9.05.        Guarantors May Consolidate, etc., on
                        Certain Terms.....................................................    46
Section 9.06.        Contribution.........................................................    46
Section 9.07.        Waiver of Subrogation................................................    47

Section 9.08.        Execution of Guarantee...............................................    48

                                           ARTICLE TEN

                               Amendments, Supplements and Waivers

Section 10.01.       Without Consent of Holders...........................................    48
Section 10.02.       With Consent of Holders..............................................    49
Section 10.03.       Compliance with Trust Indenture Act..................................    50
Section 10.04.       Revocation and Effect of Consents....................................    50
Section 10.05.       Notation on or Exchange of Securities................................    51
Section 10.06.       Trustee to Sign Amendments, etc......................................    51

                                          ARTICLE ELEVEN

                                          Miscellaneous

Section 11.01        Trust Indenture Act Controls.........................................    52
Section 11.02.       Notices..............................................................    52
Section 11.03.       Communications by Holders with
                        Other Holders.....................................................    53
Section 11.04.       Certificate and Opinion as to
                        Conditions Precedent..............................................    53



                                     -iii-



                                                                                           
Section 11.05.       Statements Required in Certificate
                        or Opinion........................................................    54
Section 11.06.       Rules by Trustee and Agents..........................................    54
Section 11.07.       Legal Holidays.......................................................    54
Section 11.08.       Governing Law........................................................    54
Section 11.09.       No Adverse Interpretation of Other
                        Agreements........................................................    55
Section 11.10.       No Recourse Against Others...........................................    55
Section 11.11.       Successors and Assigns...............................................    55
Section 11.12.       Duplicate Originals..................................................    55
Section 11.13.       Severability.........................................................    55



SIGNATURES.

EXHIBIT A - Form of Security

                                      -iv-



INDENTURE dated as of June 9, 1997, by and among D.R. HORTON, INC., a Delaware
corporation (the "Company"), each of the Guarantors (as defined in Section 1.01
below) and AMERICAN STOCK TRANSFER & TRUST COMPANY (the "Trustee").

Each party agrees as follows for the benefit of the other party and for the
equal and ratable benefit of the Holders of the Company's debt securities issued
under this Indenture (the "Securities"):

                                   ARTICLE ONE

                   Definitions and Incorporation by Reference

Section 1.01.         Definitions.

"Affiliate" means, when used with reference to a specified person, any Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Person specified.

"Agent" means any Registrar, Paying Agent or co-Registrar or agent for service
of notices and demands.

"Attributable Debt" means, with respect to any Capitalized Lease Obligations,
the capitalized amount thereof determined in accordance with GAAP.

"Authorizing Resolution" means a resolution adopted by the Board of Directors or
by an Officer or committee of Officers pursuant to Board delegation authorizing
a Series of Securities.

"Bankruptcy Law" means title 11 of the United States Code, as amended, or any
similar federal or state law for the relief of debtors.

"Board of Directors" means the Board of Directors of the Company or any
authorized committee thereof.

"Capital Stock" means, with respect to any Person, any and all shares,
interests, participations or other equivalents (however designated) of or in
such Person's capital stock or other equity interests, and options, rights or
warrants to purchase such capital stock or other equity interests, whether now
outstanding or issued after the applicable Issue Date, including, without
limitation, all Disqualified Stock and Preferred Stock.



                                        2

"Capitalized Lease Obligations" of any Person means the obligations of such
Person to pay rent or other amounts under a lease that is required to be
capitalized for financial reporting purposes in accordance with GAAP, and the
amount of such obligations will be the capitalized amount thereof determined in
accordance with GAAP.

"Change of Control Provisions" has the meaning set forth in the definition of
"Disqualified Stock" below.

"Company" means the party named as such in this Indenture until a successor
replaces it pursuant to the Indenture and thereafter means the successor.

"Currency Agreement" of any Person means any foreign exchange contract, currency
swap agreement or other similar agreement or arrangement designed to protect
such Person or any of its Subsidiaries against fluctuations in currency values.

"Default" means any event, act or condition that is, or after notice or the
passage of time or both would be, an Event of Default.

"Disqualified Stock" means any Capital Stock that, by its terms (or by the terms
of any security into which it is convertible or for which it is exchangeable),
or upon the happening of any event, (i) matures or is mandatorily redeemable,
pursuant to a sinking fund obligation or otherwise, or is redeemable at the
option of the holder thereof, in whole or in part, on or prior to the final
maturity date of the Securities of the applicable Series or (ii) is convertible
into or exchangeable or exercisable for (whether at the option of the issuer or
the holder thereof) (a) debt securities or (b) any Capital Stock referred to in
(i) above, in each case, at any time prior to the final maturity date of the
Securities of the applicable Series; provided, however, that any Capital Stock
that would not constitute Disqualified Stock but for provisions thereof giving
holders thereof (or the holders of any security into or for which such Capital
Stock is convertible, exchangeable or exercisable) the right to require the
Company to repurchase or redeem such Capital Stock upon the occurrence of a
change in control occurring prior to the final maturity date of the Securities
of the applicable Series shall not constitute Disqualified Stock if the change
in control provisions applicable to such Capital Stock are no more favorable to
such holders than any provisions described in the Authorizing Resolution or
supplemental indenture pertaining to the Securities of the applicable Series
("Change of Control Provisions") and such Capital Stock specifically pro-



                                        3

vides that the Company will not repurchase or redeem any such Capital Stock
pursuant to such provisions prior to the Company's repurchase of the Securities
of the applicable Series to the extent required pursuant to any such Change of
Control Provisions.

"GAAP" means generally accepted accounting principles set forth in the opinions
and pronouncements of the Accounting Principles Board of the American Institute
of Certified Public Accountants and statements and pronouncements of the
Financial Accounting Standards Board or in such other statements by such other
entity as may be approved by a significant segment of the accounting profession
of the United States, as in effect on the date of this Indenture.

"Guarantee" means the guarantee of Securities of any applicable Series by each
Guarantor under this Indenture.

"Guarantors" means (i) initially on the execution of this Indenture, each of:
D.R. Horton Management Company, Ltd., a Texas limited partnership; DRHI, Inc., a
Delaware corporation; D.R. Horton-Royalty, Ltd., a Texas limited partnership;
DRH Construction, Inc., a Delaware corporation; DRH New Mexico Construction,
Inc., a Delaware corporation; D.R. Horton Denver Management Company, Inc., a
Colorado corporation; D.R. Horton Denver No. 10, Inc., a Colorado corporation;
D.R. Horton Denver No. 11, Inc., a Colorado corporation; D.R. Horton Denver No.
12, Inc., a Colorado corporation; D.R. Horton Denver No. 13, Inc., a Colorado
corporation; D.R. Horton Denver No. 14, Inc., a Colorado corporation; D.R.
Horton Denver No. 15, Inc., a Colorado corporation; D.R. Horton Denver No. 16,
Inc., a Colorado corporation; D.R. Horton Denver No. 17, Inc., a Colorado
corporation; D.R. Horton Denver No. 18, Inc., a Colorado corporation; D.R.
Horton, Inc., Albuquerque, a Delaware corporation; D.R. Horton, Inc., Denver, a
Delaware corporation; D.R. Horton, Inc., Minnesota, a Delaware corporation; D.R.
Horton, Inc., New Jersey, a New Jersey corporation; Meadows I, Ltd., a Delaware
corporation; Meadows II, Ltd., a Delaware corporation; Meadows III, Ltd., a
Delaware corporation; Meadows IX , Inc., a New Jersey corporation; Meadows X,
Inc., a New Jersey corporation; SGS Communities at Grande Quary, L.L.C., a New
Jersey limited liability company; D.R. Horton Los Angeles Holding Company, Inc.,
a California corporation; D.R. Horton Los Angeles Management Company, Inc., a
California corporation; D.R. Horton Los Angeles No. 9, Inc., a California
corporation; D.R. Horton Los Angeles No. 10, Inc., a California corporation;
D.R. Horton Los Angeles No. 11, Inc., a California corporation; D.R. Horton Los
Angeles No. 12, Inc., a California corporation; D.R. Horton Los Angeles No. 13,
Inc., a California corporation; D.R. Horton Los Angeles No. 14, Inc., a



                                        4

California corporation; D.R. Horton Los Angeles No. 16, Inc., a California
corporation; D.R. Horton Los Angeles No. 17, Inc., a California corporation;
D.R. Horton, Inc. - Birmingham, a Delaware corporation; D.R. Horton, Inc. -
Greensboro, a Delaware corporation; D.R. Horton San Diego Holding Company, Inc.,
a California corporation; D.R. Horton San Diego Management Company, Inc., a
California corporation; D.R. Horton San Diego No. 9, Inc., a California
corporation; D.R. Horton San Diego No. 10, Inc., a California corporation; D.R.
Horton San Diego No. 11, Inc., a California corporation; D.R. Horton San Diego
No. 12, Inc., a California corporation; D.R. Horton San Diego No. 13, Inc., a
California corporation; D.R. Horton San Diego No. 14, Inc., a California
corporation; D.R. Horton San Diego No. 15, Inc., a California corporation; D.R.
Horton San Diego No. 16, Inc., a California corporation; D.R. Horton San Diego
No. 17, Inc., a California corporation; D.R. Horton San Diego No. 18, Inc., a
California corporation; D.R. Horton San Diego No. 19, Inc., a California
corporation; D.R. Horton San Diego No. 20, Inc., a California corporation; D.R.
Horton San Diego No. 21, Inc., a California corporation; D.R. Horton Texas,
Ltd., a Texas limited partnership; D.R. Horton, Inc. - Torrey, a Delaware
corporation; and S.G. Torrey of Atlanta, Ltd., a Georgia corporation; and (ii)
each of the Company's Subsidiaries which becomes a guarantor of Securities
pursuant to the provisions of this Indenture. An Unrestricted Subsidiary may
become a Guarantor if it is so designated by resolution of the Board of
Directors of the Company.

"Holder" or "Securityholder" means the person in whose name a Security is
registered on the Registrar's books.

"Indebtedness" of any Person means, without duplication, (i) any liability of
such Person (a) for borrowed money or under any reimbursement obligation
relating to a letter of credit or other similar instruments (other than standby
letters of credit issued for the benefit of or surety, performance, completion
or payment bonds, earnest money notes or similar purpose undertakings or
indemnifications issued by, such Person in the ordinary course of business), (b)
evidenced by a bond, note, debenture or similar instrument (including a purchase
money obligation) given in connection with the acquisition of any businesses,
properties or assets of any kind or with services incurred in connection with
capital expenditures (other than any obligation to pay a contingent purchase
price which, as of the date of incurrence thereof is not required to be recorded
as a liability in accordance with GAAP), or (c) in respect of Capitalized Lease
Obligations (to the extent of the



                                        5

Attributable Debt in respect thereof), (ii) any Indebtedness of others that such
Person has guaranteed to the extent of the guarantee, (iii) to the extent not
otherwise included, the obligations of such Person under Currency Agreements or
Interest Protection Agreements to the extent recorded as liabilities not
constituting Interest Incurred, net of amounts recorded as assets in respect of
such agreements, in accordance with GAAP, and (iv) all Indebtedness of others
secured by a Lien on any asset of such Person, whether or not such Indebtedness
is assumed by such Person; provided, that Indebtedness shall not include
accounts payable, liabilities to trade creditors of such Person or other accrued
expenses arising in the ordinary course of business. The amount of Indebtedness
of any Person at any date shall be (a) the outstanding balance at such date of
all unconditional obligations as described above, net of any unamortized
discount to be accounted for as Interest Expense, in accordance with GAAP, (b)
the maximum liability of such Person for any contingent obligations under clause
(ii) above at such date, net of, any unamortized discount to be accounted for as
Interest Expense in accordance with GAAP and (c) in the case of clause (iv)
above, the lesser of (1) the fair market value of any asset subject to a Lien
securing the Indebtedness of others on the date that the Lien attaches and (2)
the amount of the Indebtedness secured.

"Indenture" means this Indenture as amended or supplemented from time to time,
including pursuant to any Authorizing Resolution or supplemental indenture
pertaining to any Series.

"Interest Expense" of any Person for any period means, without duplication, the
aggregate amount of (i) interest which, in conformity with GAAP, would be set
opposite the caption "interest expense" or any like caption on an income
statement for such Person (including, without limitation, imputed interest
included in Capitalized Lease Obligations, all commissions, discounts and other
fees and charges owned with respect to letters of credit and bankers' acceptance
financing, the net costs (but reduced by net gains) associated with Currency
Agreements and Interest Protection Agreements, amortization of other financing
fees and expenses, the interest portion of any deferred payment obligation,
amortization of discount or premium, if any, and all other noncash interest
expense other than interest and other charges amortized to cost of sales), and
(ii) all interest actually paid by the Company or a Restricted Subsidiary under
any guarantee of Indebtedness (including, without limitation, a guarantee of
principal, interest or any combination thereof) of any Person other than the



                                        6

Company or any Restricted Subsidiary during such period; provided, that Interest
Expense shall exclude any expense associated with the complete write-off of
financing fees and expenses in connection with the repayment of any
Indebtedness.

"Interest Protection Agreement" of any Person means any interest rate swap
agreement, interest rate collar agreement, option or futures contract or other
similar agreement or arrangement designed to protect such Person or any of its
Subsidiaries against fluctuations in interest rates with respect to Indebtedness
permitted to be incurred under this Indenture.

"Investments" of any Person means (i) all investments by such Person in any
other Person in the form of loans, advances or capital contributions, (ii) all
guarantees of Indebtedness or other obligations of any other Person by such
person, (iii) all purchases (or other acquisitions for consideration) by such
Person of Indebtedness, Capital Stock or other securities of any other Person
and (iv) all other items that would be classified as investments in any other
Person (including, without limitation, purchases of assets outside the ordinary
course of business) on a balance sheet of such Person prepared in accordance
with GAAP.

"Issue Date" means, with respect to any Series of Securities, the date on which
the Securities of such Series are originally issued under this Indenture.

"Lien" means, with respect to any Property, any mortgage, lien, pledge, charge,
security interest or encumbrance of any kind in respect of such Property. For
purposes of this definition, a Person shall be deemed to own, subject to a Lien,
any Property which it has acquired or holds subject to the interest of a vendor
or lessor under any conditional sale agreement, capital lease or other title
retention agreement relating to such Property.

"Non-Recourse Indebtedness" with respect to any Person means Indebtedness of
such Person for which (i) the sole legal recourse for collection of principal
and interest on such Indebtedness is against the specific property identified in
the instruments evidencing or securing such Indebtedness and such property was
acquired with the proceeds of such Indebtedness or such Indebtedness was
incurred within 90 days after the acquisition of such property and (ii) no other
assets of such Person may be realized upon in collection of principal or
interest on such Indebtedness. Indebtedness which is otherwise Non-Recourse
Indebtedness will not lose its character as Non-



                                        7

Recourse Indebtedness because there is recourse to the borrower, any guarantor
or any other Person for (i) environmental warranties and indemnities, or (ii)
indemnities for and liabilities arising from fraud, misrepresentation,
misapplication or non-payment of rents, profits, insurance and condemnation
proceeds and other sums actually received by the borrower from secured assets to
be paid to the lender, waste and mechanics' liens.

"Officer" means the Chairman of the Board, the President, any Vice President,
the Treasurer, the Controller or the Secretary of the Company.

"Officers' Certificate" means a certificate signed by two Officers or by an
Officer and an Assistant Treasurer or an Assistant Secretary of the Company.

"Opinion of Counsel" means a written opinion from legal counsel who is
reasonably acceptable to the Trustee. The counsel may be an employee of or
counsel to the Company or the Trustee.

"Person" means any individual, corporation, partnership, limited liability
company, joint venture, incorporated or unincorporated association, joint stock
company, trust, unincorporated organization or government or any agency or
political subdivision thereof.

"Preferred Stock" of any Person means all Capital Stock of such Person which has
a preference in liquidation or with respect to the payment of dividends.

"principal" of a debt security means the principal of the security plus, when
appropriate, the premium, if any, on the security.

"Property" of any Person means all types of real, personal, tangible, intangible
or mixed property owned by such Person, whether or not included in the most
recent consolidated balance sheet of such Person and its Subsidiaries under
GAAP.

"Restricted Subsidiary" means any Subsidiary of the Company which is not an
Unrestricted Subsidiary.

"SEC" means the Securities and Exchange Commission or any successor agency
performing the duties now assigned to it under the TIA.



                                        8

"Securities" means any Securities that are issued under this Indenture. "Series"
means a series of Securities established under this Indenture.

"Significant Subsidiary" means any Subsidiary of the Company which would
constitute a "significant subsidiary" as defined in Rule 1.02 of Regulation S-X
under the Securities Act and the Exchange Act.

"Subsidiary" of any Person means any corporation or other entity of which a
majority of the Capital Stock having ordinary voting power to elect a majority
of the Board of Directors or other persons performing similar functions is at
the time directly or indirectly owned or controlled by such Person.

"TIA" means the Trust Indenture Act of 1939, as in effect from time to time.

"Trustee" means the party named as such in this Indenture until a successor
replaces it pursuant to this Indenture and thereafter means the successor
serving hereunder.

"Trust Officer" means the Chairman of the Board, the President, any Vice
President or any other officer or assistant officer of the Trustee assigned by
the Trustee to administer its corporate trust matters.

"United States" means the United States of America.

"U.S. government obligations" means securities which are (i) direct obligations
of the United States for the payment of which its full faith and credit is
pledged or (ii) obligations of a person controlled or supervised by and acting
as an agency or instrumentality of the United States the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United
States, which, in either case are not callable or redeemable at the option of
the issuer thereof, and shall also include a depositary receipt issued by a bank
or trust company as custodian with respect to any such U.S. government
obligations or a specific payment of interest on or principal of any such U.S.
government obligation held by such custodian for the account of the holder of a
depositary receipt; provided that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of
such depositary receipt from any amount received by the custodian in respect of
the U.S. government obli-



                                        9

gation or the specific payment of interest on or principal of the U.S.
government obligation evidenced by such depositary receipt.

"Unrestricted Subsidiary" means any Subsidiary of the Company so designated by a
resolution adopted by the Board of Directors of the Company as provided below;
provided that (a) the holders of Indebtedness thereof do not have direct or
indirect recourse against the Company or any Restricted Subsidiary, and neither
the Company nor any Restricted Subsidiary otherwise has liability, for any
payment obligations in respect of such Indebtedness (including any undertaking,
agreement or instrument evidencing such Indebtedness), except, (i) in each case,
to the extent that the amount thereof constitutes a "restricted payment"
permitted to be made under any provisions set forth limiting the making or
paying of a "restricted payment" under the Authorizing Resolution or
supplemental indenture pertaining to an applicable Series ("Restricted Payment
Provisions"), (ii) in the case of Non-Resource Indebtedness, to the extent such
recourse or liability is for the matters discussed in the last sentence of the
definition of "Non-Recourse Indebtedness," or (iii) to the extent such
Indebtedness is a guarantee by such Subsidiary of Indebtedness of the Company or
a Restricted Subsidiary and (b) no holder of any Indebtedness of such Subsidiary
shall have a right to declare a default on such Indebtedness or cause the
payment thereof to be accelerated or payable prior to its stated maturity as a
result of a default on any Indebtedness of the Company or any Restricted
Subsidiary. Subject to the foregoing, the Board of Directors of the Company may
designate any Subsidiary to be an Unrestricted Subsidiary; provided, however,
that (i) the net amount (the "Designation Amount") then outstanding of all
previous Investments by the Company and the Restricted Subsidiaries in such
Subsidiary will be deemed to be a "restricted payment" pursuant to any
Restricted Payment Provisions at the time of such designation and will reduce
the amount available for other restricted payments under any Restricted Payment
Provisions, to the extent provided therein, (ii) the Company must be permitted
under any Restricted Payment Provisions to make the "restricted payment" deemed
to have been made pursuant to clause (i), and (iii) after giving effect to such
designation, no Default or Event of Default shall have occurred and be
continuing. The Board of Directors of the Company may also redesignate an
Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that
(i) the Indebtedness of such Unrestricted Subsidiary as of the date of such
redesignation could then be incurred under any provisions set forth limiting the
incurrence of Indebtedness under the Authorizing Resolution or supplemental
indenture pertaining to an applicable Series



                                       10

("Debt Limitation Provisions"), (ii) immediately after giving effect to such
redesignation and the incurrence of any such additional Indebtedness, the
Company and the Restricted Subsidiaries could incur $1.00 of additional
Indebtedness under any debt incurrence covenant ratio set forth in any Debt
Limitation Provisions and (iii) the Liens of such Unrestricted Subsidiary as of
the date of such redesignation could then be incurred in accordance with any
provisions set forth limiting the creation or existence of Liens under the
Authorizing Resolution or supplemental indenture pertaining to an applicable
Series ("Lien Limitation Provisions"). Any such designation or redesignation by
the Board of Directors of the Company will be evidenced to the Trustee by the
filing with the Trustee of a certified copy of the resolution of the Board of
Directors of the Company giving effect to such designation or redesignation and
an Officers' Certificate certifying that such designation or redesignation
complied with the foregoing conditions and setting forth the underlying
calculations of such Officers' Certificate. The designation of any Person as an
Unrestricted Subsidiary shall be deemed to include a designation of all
Subsidiaries of such Person as Unrestricted Subsidiaries; provided, however,
that the ownership of the general partnership interest (or a similar member's
interest in a limited liability company) by an Unrestricted Subsidiary shall not
cause a Subsidiary of the Company of which more than 95% of the equity interest
is held by the Company or one or more Restricted Subsidiaries to be deemed an
Unrestricted Subsidiary.

Section 1.02.         Other Definitions.



                                                                                     Defined in
Term                                                                                   Section
                                                                                       -------
                                                                                  
"Agent Members"........................................................                  2.15
"Business Day".........................................................                 11.07
"Custodian"............................................................                  6.01
"Depositary"...........................................................                  2.15
"Event of Default".....................................................                  6.01
"Legal Holiday"........................................................                 11.07
"Paying Agent".........................................................                  2.03
"Registrar"............................................................                  2.03


Section 1.03.         Incorporation by Reference of Trust Indenture Act.

Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a



                                       11

part of this Indenture. The following TIA terms used in this Indenture have the
following meanings:

"Commission" means the SEC.

"indenture securities" means the Securities.

"indenture security holder" means a Securityholder.

"indenture to be qualified" means this Indenture.

"indenture trustee" or "institutional trustee" means the Trustee. "obligor" on
the indenture securities means the Company, each of the Guarantors, or any other
obligor on the Securities of a Series or any Guarantees thereof.

All other TIA terms used in this Indenture that are defined by the TIA, defined
by TIA reference to another statute or defined by SEC rule have the meanings so
assigned to them.

Section 1.04.        Rules of Construction.

                     Unless the context otherwise requires:

                     (1) a term has the meaning assigned to it;

                     (2) an accounting term not otherwise defined has the
                         meaning assigned to it in accordance with GAAP;

                     (3) "or" is not exclusive;

                     (4) words in the singular include the plural, and in the
                         plural include the singular; and

                     (5) provisions apply to successive events and transactions.

                                  ARTICLE TWO

                                 The Securities

Section 2.01.        Form and Dating.

The aggregate principal amount of Securities that may be issued under this
Indenture is unlimited. The Securities may be issued from time to time in one or
more Series. Each



                                       12

Series shall be created by an Authorizing Resolution or a supplemental indenture
that establishes the terms of the Series, which may include the following:

      (1) the title of the Series;

      (2) the aggregate principal amount (or any limit on the aggregate
      principal amount) of the Series and, if any Securities of a Series are to
      be issued at a discount from their face amount, the method of computing
      the accretion of such discount;

      (3) the interest rate or method of calculation of the interest rate;

      (4) the date from which interest will accrue;

      (5) the record dates for interest payable on Securities of the Series;

      (6) the dates when, places where and manner in which principal and
      interest are payable;

      (7) the Registrar and Paying Agent;

      (8) the terms of any mandatory (including any sinking fund requirements)
      or optional redemption by the Company;

      (9) the terms of any redemption at the option of Holders;

      (10) the denominations in which Securities are issuable;

      (11) whether Securities will be issued in registered or bearer form and
      the terms of any such forms of Securities;

      (12) whether any Securities will be represented by a global Security and
      the terms of any such global Security;

      (13) the currency or currencies (including any composite currency) in
      which principal or interest or both may be paid;



                                       13

      (14) if payments of principal or interest may be made in a currency other
      than that in which Securities are denominated, the manner for determining
      such payments;

      (15) provisions for electronic issuance of Securities or issuance of
      Securities in uncertificated form;

      (16) any Events of Default, covenants and/or defined terms in addition to
      or in lieu of those set forth in this Indenture;

      (17) whether and upon what terms Securities may be defeased if different
      from the provisions set forth in this Indenture;

      (18) the form of the Securities, which, unless the Authorizing Resolution
      or supplemental indenture otherwise provides, shall be in the form of
      Exhibit A;

      (19) any terms that may be required by or advisable under applicable law;

      (20) the percentage of the principal amount of the Securities which is
      payable if the maturity of the Securities is accelerated in the case of
      Securities issued at a discount from their face amount;

      (21) whether any Securities will not have Guarantees; and

      (22) any other terms in addition to or different from those contained in
      this Indenture.

All Securities of one Series need not be issued at the same time and, unless
otherwise provided, a Series may be reopened for issuances of additional
Securities of such Series pursuant to an Authorizing Resolution, an Officers'
Certificate or in any indenture supplemental hereto.

The creation and issuance of a Series and the authentication and delivery
thereof are not subject to any conditions precedent.



                                       14

Section 2.02.         Execution and Authentication.

Two Officers shall sign the Securities for the Company by manual or facsimile
signature. The Company's seal shall be reproduced on the Securities. Each
Guarantor shall execute the Guarantee in the manner set forth in Section 9.08.

If an Officer whose signature is on a Security no longer holds that office at
the time the Trustee authenticates the Security, the Security shall nevertheless
be valid.

A Security shall not be valid until the Trustee manually signs the certificate
of authentication on the Security. The signature shall be conclusive evidence
that the Security has been authenticated under this Indenture.

The Trustee shall authenticate Securities for original issue upon receipt of an
Officers' Certificate of the Company. Each Security shall be dated the date of
its authentication.

Section 2.03.         Registrar and Paying Agent.

The Company shall maintain an office or agency where Securities may be presented
for registration of transfer or for exchange ("Registrar"), an office or agency
where Securities may be presented for payment ("Paying Agent) and an office or
agency where notices and demands to or upon the Company in respect of the
Securities and this Indenture may be served. The Registrar shall keep a register
of the Securities and of their transfer and exchange. The Company may have one
or more co-Registrars and one or more additional paying agents. The term "Paying
Agent" includes any additional paying agent.

The Company shall enter into an appropriate agency agreement with any Agent not
a party to this Indenture. The agreement shall implement the provisions of this
Indenture that relate to such Agent. The Company shall promptly notify the
Trustee in writing of the name and address of any such Agent and the Trustee
shall have the right to inspect the Securities register at all reasonable times
to obtain copies thereof, and the Trustee shall have the right to rely upon such
register as to the names and addresses of the Holders and the principal amounts
and certificate numbers thereof. If the Company fails to maintain a Registrar or
Paying Agent or fails to give the foregoing notice, the Trustee shall act as
such.



                                       15

The Company initially appoints the Trustee as Registrar and Paying Agent.

Section 2.04.         Paying Agent to Hold Money in Trust.

Each Paying Agent shall hold in trust for the benefit of Securityholders and the
Trustee all money held by the Paying Agent for the payment of principal of or
interest on the Securities, and shall notify the Trustee of any default by the
Company in making any such payment. If the Company or a Subsidiary acts as
Paying Agent, it shall segregate the money and hold it as a separate trust fund.
The Company at any time may require a Paying Agent to pay all money held by it
to the Trustee. Upon doing so the Paying Agent shall have no further liability
for the money.

Section 2.05.         Securityholder Lists.

The Trustee shall preserve in as current a form as is reasonably practicable the
most recent list available to it of the names and addresses of Securityholders.
If the Trustee is not the Registrar, the Company shall furnish to the Trustee at
least 5 Business Days before each semiannual interest payment date and at such
other times as the Trustee may request in writing a list in such form and as of
such date as the Trustee may reasonably require of the names and addresses of
Securityholders.

Section 2.06.         Transfer and Exchange.

Where a Security is presented to the Registrar or a co-Registrar with a request
to register a transfer, the Registrar shall register the transfer as requested
if the requirements of Section 8-401(1) of the New York Uniform Commercial Code
are met. Where Securities are presented to the Registrar or a co-Registrar with
a request to exchange them for an equal principal amount of Securities of other
denominations, the Registrar shall make the exchange as requested if the same
requirements are met. To permit transfers and exchanges, the Trustee shall
authenticate Securities at the Registrar's request. The Registrar need not
transfer or exchange any Security selected for redemption, except the unredeemed
part thereof if the Security is redeemed in part, or transfer or exchange any
Securities for a period of 15 days before a selection of Securities to be
redeemed. Any exchange or transfer shall be without charge, except that the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto except in



                                       16

the case of exchanges pursuant to 2.09, 3.06, or 10.05 not involving any
transfer.

Any Holder of a global Security shall, by acceptance of such global Security,
agree that transfers of beneficial interests in such global Security may be
effected only through a book entry system maintained by the Holder of such
global Security (or its agent), and that ownership of a beneficial interest in
the Security shall be required to be reflected in a book entry.

Section 2.07.         Replacement Securities.

If the Holder of a Security claims that the Security has been lost, destroyed,
mutilated or wrongfully taken, the Company shall issue and, upon written request
of any Officer of the Company, the Trustee shall authenticate a replacement
Security, provided in the case of a lost, destroyed or wrongfully taken
Security, that the requirements of Section 8-405 of the New York Uniform
Commercial Code are met. If any such lost, destroyed, mutilated or wrongfully
taken Security shall have matured or shall be about to mature, the Company may,
instead of issuing a substitute Security therefor, pay such Security without
requiring (except in the case of a mutilated Security) the surrender thereof. An
indemnity bond must be sufficient in the judgment of the Company and the Trustee
to protect the Company, the Trustee or any Agent from any loss which any of them
may suffer if a Security is replaced, including the acquisition of such Security
by a bona fide purchaser. The Company or the Trustee may charge for its expenses
in replacing a Security.

Section 2.08.         Outstanding Securities.

Securities outstanding at any time are all Securities authenticated by the
Trustee except for those cancelled by it and those described in this Section. A
Security does not cease to be outstanding because the Company, any Guarantor or
one of their Affiliates holds the Security.

If a Security is replaced pursuant to Section 2.07, it ceases to be outstanding
unless the Trustee receives proof satisfactory to it that the replaced Security
is held by a bona fide purchaser.

If the Paying Agent holds on a redemption date or maturity date money sufficient
to pay Securities payable on that date, then on and after that date such
Securities cease to be outstanding and interest on them ceases to accrue.



                                       17

Subject to the foregoing provisions of this Section, each Security delivered
under this Indenture upon registration of transfer of or in exchange for or in
lieu of any other Security shall carry the rights to interest accrued and
unpaid, and to accrue, which were carried by such other Security.

Section 2.09.         Temporary Securities.

Until definitive Securities are ready for delivery, the Company may prepare and
the Trustee shall authenticate temporary Securities. Temporary Securities shall
be substantially in the form of definitive Securities but may have variations
that the Company considers appropriate for temporary Securities. Without
unreasonable delay, the Company shall prepare and, upon surrender for
cancellation of the temporary Security, the Company and the Guarantors shall
execute and the Trustee shall authenticate definitive Securities in exchange for
temporary Securities. Until so exchanged, the temporary Securities shall in all
respects be entitled to the same benefits under this Indenture as definitive
Securities authenticated and delivered hereunder.

Section 2.10.         Cancellation.

The Company at any time may deliver Securities to the Trustee for cancellation.
The Registrar and Paying Agent shall forward to the Trustee any Securities
surrendered to them for registration of transfer, exchange, redemption or
payment. The Trustee and no one else shall cancel and destroy, or retain in
accordance with its standard retention policy, all Securities surrendered for
registration or transfer, exchange, redemption, paying or cancellation. Unless
the Authorizing Resolution so provides, the Company may not issue new Securities
to replace Securities that it has previously paid or delivered to the Trustee
for cancellation.

Section 2.11.         Defaulted Interest.

If the Company defaults in a payment of interest on the Securities, it shall pay
the defaulted interest plus any interest payable on the defaulted interest to
the persons who are Securityholders on a subsequent special record date. The
Company shall fix such special record date and a payment date which shall be
reasonably satisfactory to the Trustee. At least 15 days before such special
record date, the Company shall mail to each Securityholder a notice that states
the record date, the payment date and the amount of defaulted interest to be
paid. On or before the date such notice is mailed, the



                                       18

Company shall deposit with the Paying Agent money sufficient to pay the amount
of defaulted interest to be so paid. The Company may pay defaulted interest in
any other lawful manner if, after notice given by the Company to the Trustee of
the proposed payment, such manner of payment shall be deemed practicable by the
Trustee.

Section 2.12.         Treasury Securities.

In determining whether the Holders of the required principal amount of
Securities of a Series have concurred in any direction, waiver, consent or
notice, Securities owned by the Company, the Guarantors or any of their
respective Affiliates shall be considered as though they are not outstanding,
except that for the purposes of determining whether the Trustee shall be
protected in relying on any such direction, waiver or consent, only Securities
which the Trustee actually knows are so owned shall be so considered.

Section 2.13.         CUSIP Numbers.

The Company in issuing the Securities of any Series may use a "CUSIP" number,
and if so, the Trustee shall use the CUSIP number in notices of redemption or
exchange as a convenience to Holders of such Securities; provided that no
representation is hereby deemed to be made by the Trustee as to the correctness
or accuracy of any such CUSIP number printed in the notice or on such
Securities, and that reliance may be placed only on the other identification
numbers printed on such Securities. The Company shall promptly notify the
Trustee of any change in any CUSIP number.

Section 2.14.         Deposit of Moneys.

                      Prior to 11:00 a.m. New York City time on each interest
payment date and maturity date with respect to each Series of Securities, the
Company shall have deposited with the Paying Agent in immediately available
funds money sufficient to make cash payments due on such interest payment date
or maturity date, as the case may be, in a timely manner which permits the
Paying Agent to remit payment to the Holders on such interest payment date or
maturity date, as the case may be.

Section 2.15.         Book-Entry Provisions for Global Security.

(a) Any global Security of a Series initially shall (i) be registered in the
name of the depository who shall be



                                       19

identified in the Authorizing Resolution or supplemental indenture relating to
such Securities (the "Depository") or the nominee of such Depository, (ii) be
delivered to the Trustee as custodian for such Depository and (iii) bear any
required legends.

Members of, or participants in, the Depository ("Agent Members") shall have no
rights under this Indenture with respect to any global Security held on their
behalf by the Depository, or the Trustee as its custodian, or under the global
Security, and the Depository may be treated by the Company, the Trustee and any
agent of the Company or the Trustee as the absolute owner of the global Security
for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall
prevent the Company, the Trustee or any agent of the Company or the Trustee from
giving effect to any written certification, proxy or other authorization
furnished by the Depository or impair, as between the Depository and its Agent
Members, the operation of customary practices governing the exercise of the
rights of a Holder of any Security.

(b) Transfers of any global Security shall be limited to transfers in whole, but
not in part, to the Depository, its successors or their respective nominees.
Interests of beneficial owners in the global Security may be transferred or
exchanged for definitive Securities in accordance with the rules and procedures
of the Depository. In addition, definitive Securities shall be transferred to
all beneficial owners in exchange for their beneficial interests in a global
Security if (i) the Depository notifies the Company that it is unwilling or
unable to continue as Depository for the global Security and a successor
depository is not appointed by the Company within 90 days of such notice or (ii)
an Event of Default has occurred and is continuing and the Registrar has
received a request from the Depository to issue definitive Securities.

(c) In connection with any transfer or exchange of a portion of the beneficial
interest in any global Security to beneficial owners pursuant to paragraph (b),
the Registrar shall (if one or more definitive Securities are to be issued)
reflect on its books and records the date and a decrease in the principal amount
of the global Security in an amount equal to the principal amount of the
beneficial interest in the global Security to be transferred, and the Company
and the Guarantors shall execute, and the Trustee shall authenticate and
deliver, one or more definitive Securities of like tenor and amount.



                                       20

(d) In connection with the transfer of an entire global Security to beneficial
owners pursuant to paragraph (b), the global Security shall be deemed to be
surrendered to the Trustee for cancellation, and the Company and the Guarantors
shall execute, and the Trustee shall authenticate and deliver, to each
beneficial owner identified by the Depository in exchange for its beneficial
interest in the global Security, an equal aggregate principal amount of
definitive Securities of authorized denominations.

(e) The Holder of any global Security may grant proxies and otherwise authorize
any person, including Agent Members and persons that may hold interests through
Agent Members, to take any action which a Holder is entitled to take under this
Indenture or the Securities of such Series.

                                  ARTICLE THREE

                                   Redemption

Section 3.01.         Notices to Trustee.

Securities of a Series that are redeemable prior to maturity shall be redeemable
in accordance with their terms and, unless the Authorizing Resolution or
supplemental indenture provides otherwise, in accordance with this Article.

If the Company wants to redeem Securities pursuant to Paragraph 5 of the
Securities, it shall notify the Trustee in writing of the Redemption Date and
the principal amount of Securities to be redeemed. Any such notice may be
cancelled at any time prior to notice of such redemption being mailed to
Holders. Any such cancelled notice shall be void and of no effect.

If the Company wants to credit any Securities previously redeemed, retired or
acquired against any redemption pursuant to Paragraph 6 of the Securities, it
shall notify the Trustee of the amount of the credit and it shall deliver any
Securities not previously delivered to the Trustee for cancellation with such
notice.

The Company shall give each notice provided for in this Section 3.01 at least 30
days before the notice of any such redemption is to be mailed to Holders (unless
a shorter notice shall be satisfactory to the Trustee).



                                       21

Section 3.02.         Selection of Securities to be Redeemed.

If fewer than all of the Securities of a Series are to be redeemed, the Trustee
shall select the Securities to be redeemed by a method the Trustee considers
fair and appropriate. The Trustee shall make the selection from Securities
outstanding not previously called for redemption and shall promptly notify the
Company of the serial numbers or other identifying attributes of the Securities
so selected. The Trustee may select for redemption portions of the principal of
Securities that have denominations larger than the minimum denomination for the
Series. Securities and portions of them it selects shall be in amounts equal to
the minimum denomination for the Series or an integral multiple thereof.
Provisions of this Indenture that apply to Securities called for redemption also
apply to portions of Securities called for redemption.

Section 3.03.         Notice of Redemption.

                      At least 30 days but not more than 60 days before a
redemption date, the Company shall mail a notice of redemption by first-class
mail, postage prepaid, to each Holder of Securities to be redeemed.

The notice shall identify the Securities to be redeemed and shall state:

      (1) the redemption date;

      (2) the redemption price;

      (3) the name and address of the Paying Agent;

      (4) that Securities called for redemption must be surrendered to the
      Paying Agent to collect the redemption price;

      (5) that interest on Securities called for redemption ceases to accrue on
      and after the redemption date; and

      (6) that the Securities are being redeemed pursuant to the mandatory
      redemption or the optional redemption provisions, as applicable.

At the Company's request, the Trustee shall give the notice of redemption in the
Company's name and at its expense; provided, however, that the Company shall
deliver to the Trus-



                                       22

tee at least 15 days prior to the date on which notice of redemption is to be
mailed or such shorter period as may be satisfactory to the Trustee, an
Officers' Certificate requesting that the Trustee give such notice and setting
forth the information to be stated in such notice as provided in the preceding
paragraph.

Section 3.04.         Effect of Notice of Redemption.

Once notice of redemption is mailed, Securities called for redemption become due
and payable on the redemption date and at the redemption price as set forth in
the notice of redemption. Upon surrender to the Paying Agent, such Securities
shall be paid at the redemption price, plus accrued interest to the redemption
date.

Section 3.05.         Deposit of Redemption Price.

On or before the redemption date, the Company shall deposit with the Paying
Agent immediately available funds sufficient to pay the redemption price of and
accrued interest on all Securities to be redeemed on that date.

Section 3.06.         Securities Redeemed in Part.

Upon surrender of a Security that is redeemed in part, the Company and the
Guarantors shall execute and the Trustee shall authenticate for each Holder a
new Security equal in principal amount to the unredeemed portion of the Security
surrendered.

                                  ARTICLE FOUR

                                    Covenants

Section 4.01.         Payment of Securities.

The Company shall pay the principal of and interest on a Series on the dates and
in the manner provided in the Securities of the Series. An installment of
principal or interest shall be considered paid on the date it is due if the
Paying Agent holds on that date money designated for and sufficient to pay the
installment.

The Company shall pay interest on overdue principal at the rate borne by the
Series; it shall pay interest on overdue installments of interest at the same
rate.



                                       23

Section 4.02.         Maintenance of Office or Agency.

The Company shall maintain the office or agency required under Section 2.03. The
Company shall give prior written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the address of the Trustee.

Section 4.03.         Compliance Certificate.

The Company shall deliver to the Trustee within 120 days after the end of each
fiscal year of the Company an Officers' Certificate stating whether or not the
signers know of any Default by the Company in performing any of its obligations
under this Indenture. If they do know of such a Default, the certificate shall
describe the Default.

Section 4.04.         Payment of Taxes; Maintenance of Corporate Existence;
                      Maintenance of Properties.

The Company will:

(a) cause to be paid and discharged all lawful taxes, assessments and
governmental charges or levies imposed upon the Company and its Restricted
Subsidiaries or upon the income or profits of the Company and its Restricted
Subsidiaries or upon property or any part thereof belonging to the Company and
its Restricted Subsidiaries before the same shall be in default, as well as all
lawful claims for labor, materials and supplies which, if unpaid, might become a
lien or charge upon such property or any part thereof; provided, however, that
the Company shall not be required to cause to be paid or discharged any such
tax, assessment, charge, levy or claim so long as the validity or amount thereof
shall be contested in good faith by appropriate proceedings and the nonpayment
thereof does not, in the judgment of the Company, materi-



                                       24

ally adversely affect the ability of the Company and the Restricted Subsidiaries
to pay all obligations under this Indenture when due; and provided further that
the Company shall not be required to cause to be paid or discharged any such
tax, assessment, charge, levy or claim if, in the judgment of the Company, such
payment shall not be advantageous to the Company in the conduct of its business
and if the failure so to pay or discharge does not, in its judgment, materially
adversely affect the ability of the Company and the Restricted Subsidiaries to
pay all obligations under this Indenture when due;

(b) cause to be done all things necessary to preserve and keep in full force and
effect the corporate existence of the Company and each of its Restricted
Subsidiaries and to comply with all applicable laws; provided, however, that
nothing in this subsection (b) shall prevent a consolidation or merger of the
Company or any Restricted Subsidiary not prohibited by the provisions of Article
Five, Article Nine or any other provision or the Authorizing Resolution or
supplemental indenture pertaining to a Series, and the Company need not maintain
the corporate existence of an immaterial Restricted Subsidiary which is not a
Guarantor; and

(c) at all times keep, maintain and preserve all the property of the Company and
the Restricted Subsidiaries in good repair, working order and condition
(reasonable wear and tear excepted) and from time to time make all needful and
proper repairs, renewals, replacements, betterments and improvements thereto, so
that the business carried on in connection therewith may be properly and
advantageously conducted at all times; provided, however, that nothing in this
subsection (c) shall prevent the Company from discontinuing the operation and
maintenance of any such properties if such discontinuance is, in the judgment of
the Company, desirable in the conduct of its business and not disadvantageous in
any material respect to the ability of the Company and the Restricted
Subsidiaries to pay all obligations under this Indenture when due.

Section 4.05.         Additional Guarantors.

If the Company or any of the Guarantors transfers or causes to be transferred,
in one transaction or a series of related transactions, any property to any
Restricted Subsidiary of the Company that is not a Guarantor, or if the Company
or any of the Guarantors shall organize, acquire or otherwise invest in another
Subsidiary which becomes a Restricted Subsidiary, then such transferee or
acquired or other Subsidiary shall (i) execute and deliver to the Trustee a
supplemental indenture in form reasonably satisfactory to the Trustee pursuant
to which such Subsidiary shall unconditionally guarantee all of the Company's
obligations under the Securities of any Series that has the benefit of
Guarantees of other Subsidiaries of the Company and this Indenture (as it
relates to all such Series)



                                       25

on the terms set forth in this Indenture and (ii) deliver to the Trustee an
Opinion of Counsel that such supplemental indenture has been duly authorized,
executed and delivered by such Subsidiary and constitutes a legal, valid,
binding and enforceable obligation of such Subsidiary. Thereafter, such
Subsidiary shall be a Guarantor for all purposes of this Indenture (as it
relates to all such Series).

                                  ARTICLE FIVE

                              Successor Corporation

Section 5.01.         When Company May Merge, etc.

The Company shall not consolidate with or merge with or into, any other
corporation, or transfer all or substantially all of its assets to, any entity
unless permitted by law and unless (1) the resulting, surviving or transferee
entity, which shall be a corporation organized and existing under the laws of
the United States or a State thereof, assumes by supplemental indenture, in a
form reasonably satisfactory to the Trustee, all of the obligations of the
Company under the Securities and this Indenture and (2) immediately after giving
effect to, and as a result of, such transaction, no Default or Event of Default
shall have occurred and be continuing. Thereafter such successor corporation or
corporations shall succeed to and be substituted for the Company with the same
effect as if it had been named herein as the "Company" and all such obligations
of the predecessor corporation shall terminate.



                                       26

The Company shall deliver to the Trustee prior to the consummation of the
proposed transaction an Officers' Certificate to the foregoing effect and an
Opinion of Counsel stating that the proposed transaction and such supplemental
indenture comply with this Indenture.

To the extent that an Authorizing Resolution or supplemental indenture
pertaining to any Series provides for different provisions relating to the
subject matter of this Article Five, the provisions in such Authorizing
Resolution or supplemental indenture shall govern for purposes of such Series.

                                   ARTICLE SIX

                              Defaults and Remedies

Section 6.01.         Events of Default.

An "Event of Default" on a Series occurs if, voluntarily or involuntarily,
whether by operation of law or otherwise, any of the following occurs:

      (1) the failure by the Company to pay interest on any Security of such
      Series when the same becomes due and payable and the continuance of any
      such failure for a period of 30 days;

      (2) the failure by the Company to pay the principal or premium of any
      Security of such Series when the same becomes due and payable at maturity,
      upon acceleration or otherwise;

      (3) the failure by the Company or any Restricted Subsidiary to comply with
      any of its agreements or covenants in, or provisions of, the Securities of
      such Series, the Guarantees (as they relate thereto) or this Indenture (as
      they relate thereto) and such failure continues for the period and after
      the notice specified below (except in the case of a default with respect
      to any Change of Control Provisions or Article Five (or any replacement
      provisions as contemplated by Article Five), which will constitute Events
      of Default with notice but without passage of time);

      (4) the acceleration of any Indebtedness (other than Non-Recourse
      Indebtedness) of the Company or any Restricted Subsidiary in an amount of
      $20 million or more, individually or in the aggregate, and such
      acceleration



                                       27

      does not cease to exist, or such Indebtedness is not satisfied, in either
      case within five days after such acceleration;

      (5) the failure by the Company or any Restricted Subsidiary to make any
      principal or interest payment in an amount of $20 million or more,
      individually or in the aggregate, in respect of Indebtedness (other than
      Non-Resource Indebtedness) of the Company or any Restricted Subsidiary
      within five days of such principal or interest becoming due and payable
      (after giving effect to any applicable grace period set forth in the
      documents governing such Indebtedness);

      (6) a final judgment or judgments in an amount of $20 million or more,
      individually or in the aggregate, for the payment of money having been
      entered by a court or courts of competent jurisdiction against the Company
      or any of its Restricted Subsidiaries and such judgment or judgments is
      not satisfied, stayed, annulled or rescinded within 60 days of being
      entered;

      (7) the Company or any Restricted Subsidiary that is a Significant
      Subsidiary pursuant to or within the meaning of any Bankruptcy Law:

            (A) commences a voluntary case,

            (B) consents to the entry of an order for relief against it in an
            involuntary case,

            (C) consents to the appointment of a Custodian of it or for all or
            substantially all of its property, or

            (D) makes a general assignment for the benefit of its creditors;

      (8) a court of competent jurisdiction entersan order or decree under any
      Bankruptcy Law that:

            (A) is for relief against the Company or any Restricted Subsidiary
            that is a Significant Subsidiary as debtor in an involuntary case,

            (B) appoints a Custodian of the Company or any Restricted Subsidiary
            that is a Significant Subsidiary or a Custodian for all or
            substantially all of



                                       28

            the property of the Company or any Restricted Subsidiary that is a
            Significant Subsidiary, or

            (C) orders the liquidation of the Company or any Restricted
            Subsidiary that is a Significant Subsidiary,

      and the order or decree remains unstayed and in effect for 60 days; or

      (9) any Guarantee of a Guarantor which is a Significant Subsidiary ceases
      to be in full force and effect (other than in accordance with the terms of
      such Guarantee and the Indenture) or is declared null and void and
      unenforceable or found to be invalid or any Guarantor denies its liability
      under its Guarantee (other than by reason of release of a Guarantor from
      its Guarantee in accordance with the terms of the Indenture and the
      Guarantee).

A Default as described in sub-clause (3) above will not be deemed an Event of
Default until the Trustee notifies the Company, or the Holders of at least 25
percent in principal amount of the then outstanding Securities of the applicable
Series notify the Company and the Trustee, of the Default and (except in the
case of a default with respect to any Change of Control Provisions or Article
Five (or any replacement provisions as contemplated by Article Five)) the
Company does not cure the Default within 60 days after receipt of the notice.
The notice must specify the Default, demand that it be remedied and state that
the notice is a "Notice of Default." If such a Default is cured within such time
period, it ceases.

The term "Custodian" means any receiver, trustee, assignee, liquidator,
custodian or similar official under any Bankruptcy Law.

Section 6.02.         Acceleration.

If an Event of Default (other than an Event of Default with respect to the
Company resulting from sub-clauses (7) or (8) above), shall have occurred and be
continuing under the Indenture, the Trustee by notice to the Company, or the
Holders of at least 25 percent in principal amount of the Securities of the
applicable Series then outstanding by notice to the Company and the Trustee, may
declare all Securities of such Series to be due and payable immediately. Upon
such declaration of acceleration, the amounts due and payable on the Securities
of such Series will be due and payable immediately. If



                                       29

an Event of Default with respect to the Company specified in sub-clauses (7) or
(8) above occurs, all amounts due and payable on the Securities of such Series
will ipso facto become and be immediately due and payable without any
declaration, notice or other act on the part of the Trustee and the Company or
any Holder. The Holders of a majority in principal amount of the Securities of
such Series then outstanding by written notice to the Trustee and the Company
may waive any Default or Event of Default (other than any Default or Event of
Default in payment of principal or interest) with respect to such Series of
Securities under the Indenture. Holders of a majority in principal amount of the
then outstanding Securities of such Series may rescind an acceleration with
respect to such Series and its consequence (except an acceleration due to
nonpayment of principal or interest on the Securities of such Series) if the
rescission would not conflict with any judgment or decree and if all existing
Events of Default have been cured or waived.

No such rescission shall extend to or shall affect any subsequent Event of
Default, or shall impair any right or power consequent thereon.

Section 6.03.         Other Remedies.

If an Event of Default on a Series occurs and is continuing, the Trustee may
pursue any available remedy by proceeding at law or in equity to collect the
payment of principal of or interest on the Series or to enforce the performance
of any provision in the Securities or this Indenture applicable to the Series.

The Trustee may maintain a proceeding even if it does not possess any of the
Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Securityholder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative.

Section 6.04.         Waiver of Existing Defaults.

Subject to Section 10.02, the Holders of a majority in principal amount of the
outstanding Securities of a Series on behalf of all the Holders of the Series by
notice to the Trustee may waive an existing Default on such Series and its
consequences. When a Default is waived, it is cured and stops



                                       30

continuing, and any Event of Default arising therefrom shall be deemed to have
been cured; but no such waiver shall extend to any subsequent or other Default
or impair any right consequent thereon.

Section 6.05.         Control by Majority.

The Holders of a majority in principal amount of the outstanding Securities of a
Series may direct the time, method and place of conducting any proceeding for
any remedy available to the Trustee or exercising any trust or power conferred
on it with respect to such Series. The Trustee, however, may refuse to follow
any direction (i) that conflicts with law or this Indenture, (ii) that, subject
to Section 7.01, the Trustee determines is unduly prejudicial to the rights of
other Securityholders, or (iii) that would involve the Trustee in personal
liability.

Section 6.06.         Limitation on Suits.

A Securityholder of a Series may not pursue any remedy with respect to this
Indenture or the Series unless:

      (1) the Holder gives to the Trustee written notice of a continuing Event
      of Default on the Series;

      (2) the Holders of at least a majority in principal amount of the
      outstanding Securities of the Series make a written request to the Trustee
      to pursue the remedy;

      (3) such Holder or Holders offer to the Trustee indemnity satisfactory to
      the Trustee against any loss, liability or expense;

      (4) the Trustee does not comply with the request within 60 days after
      receipt of the request and the offer of indemnity; and

      (5) no written request inconsistent with such written request shall have
      been given to the Trustee pursuant to this Section 6.06.

A Securityholder may not use this Indenture to prejudice the rights of another
Securityholder or to obtain a preference or priority over another
Securityholder.


                                       31

Section 6.07. Rights of Holders to Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any Holder
to receive payment of principal of and interest on the Security, on or after the
respective due dates expressed in the Security, or to bring suit for the
enforcement of any such payment on or after such respective dates, is absolute
and unconditional and shall not be impaired or affected without the consent of
the Holder.

Section 6.08. Collection Suit by Trustee.

If an Event of Default in payment of interest or principal specified in Section
6.01(1) or (2) occurs and is continuing, the Trustee may recover judgment in its
own name and as trustee of an express trust against the Company for the whole
amount of principal and interest remaining unpaid.

Section 6.09. Trustee May File Proofs of Claim.

The Trustee may file such proofs of claim and other papers or documents as may
be necessary or advisable in order to have the claims of the Trustee (including
any claim for the reasonable compensation, expenses, disbursements, and advances
of the Trustee, its agents and counsel) and the Securityholders allowed in any
judicial proceedings relative to the Company, its creditors or its property, and
unless prohibited by applicable law or regulation, may vote on behalf of the
Holders in any election of a Custodian, and shall be entitled and empowered to
collect and receive any moneys or other property payable or deliverable on any
such claims and to distribute the same and any Custodian in any such judicial
proceeding is hereby authorized by each Securityholder to make such payments to
the Trustee. Nothing herein shall be deemed to authorize the Trustee to
authorize or consent to or vote for or accept or adopt on behalf of any
Securityholder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or the rights of any Holder or to authorize
the Trustee to vote in respect of the claim of any Securityholder except as
aforesaid for the election of the Custodian.

Section 6.10. Priorities.

If the Trustee collects any money pursuant to this Article, it shall pay out the
money in the following order:

      First: to the Trustee for amounts due under Section 7.07;



                                       32

      Second: to Securityholders of the Series for amounts due and unpaid on the
      Series for principal and interest, ratably, without preference or priority
      of any kind, according to the amounts due and payable on the Series for
      principal and interest, respectively; and

      Third: to the Company or the Guarantors as their interests may appear.

The Trustee may fix a record date and payment date for any payment to
Securityholders pursuant to this Section 6.10.

Section 6.11. Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or
in any suit against the Trustee for any action taken or omitted by it as
Trustee, a court in its discretion may require the filing by any party litigant
in the suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in the suit, having the due regard to the merits and
good faith of the claims or defenses made by the party litigant. This Section
does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section
6.07 or a suit by Holders of more than 10% in principal amount of the Series.

                                  ARTICLE SEVEN

                                     Trustee

Section 7.01. Duties of Trustee.

      (a) If an Event of Default has occurred and is continuing, the Trustee
      shall, prior to the receipt of directions from the Holders of a majority
      in principal amount of the Securities, exercise its rights and powers and
      use the same degree of care and skill in their exercise as a prudent man
      would exercise or use under the circumstances in the conduct of his own
      affairs.

      (b) Except during the continuance of an Event of Default:

            (1) The Trustee need perform only those duties that are specifically
            set forth in this Indenture and no other



                                       33

            and no implied covenants or obligations shall be read into this
            Indenture against the Trustee.

            (2) In the absence of bad faith on its part, the Trustee may
            conclusively rely, as to the truth of the statements and the
            correctness of the opinions expressed therein, upon certificates or
            opinions furnished to the Trustee and conforming to the requirements
            of this Indenture. The Trustee, however, shall examine the
            certificates and opinions to determine whether or not they conform
            to the requirements of this Indenture but need not confirm or
            investigate the accuracy of mathematical calculations or other facts
            or matters stated therein.

      (c) The Trustee may not be relieved from liability for its own negligent
      action, its own negligent failure to act or its own willful misconduct,
      except that:

            (1) This paragraph does not limit the effect of paragraph (b) of
            this Section.

            (2) The Trustee shall not be liable for any error of judgment made
            in good faith by a Trust Officer, unless it is proved that the
            Trustee was negligent in ascertaining the pertinent facts.

            (3) The Trustee shall not be liable with respect to any action it
            takes or omits to take in good faith in accordance with a direction
            received by it pursuant to Section 6.05 or any other direction of
            the Holders permitted hereunder.

      (d) Every provision of this Indenture that in any way relates to the
      Trustee is subject to paragraphs (a), (b) and (c) of this Section.

      (e) The Trustee may refuse to perform any duty or exercise any right or
      power unless it receives indemnity satisfactory to it against any loss,
      liability or expense.

      (f) The Trustee shall not be liable for interest on any money received by
      it except as the Trustee may agree with the Company. Money held in trust
      by the Trustee need not be segregated from other funds except to the
      extent required by law.

      (g) None of the provisions contained in this Indenture shall require the
      Trustee to expend or risk its own funds



                                       34

      or otherwise incur financial liability in the performance of any of its
      duties or in the exercise of any of its rights or powers, if there shall
      be reasonable grounds for believing that the repayment of such funds or
      adequate indemnity against such liability is not reasonably assured to it.

Section 7.02. Rights of Trustee.

Subject to Section 7.01:

      (a) The Trustee may rely and shall be protected in acting or refraining
      from acting on any document, resolution, certificate, instrument, report,
      or direction believed by it to be genuine and to have been signed or
      presented by the proper person. The Trustee need not investigate any fact
      or matter stated in the document, resolution, certificate, instrument,
      report, or direction.

      (b) Before the Trustee acts or refrains from acting, it may require an
      Officers' Certificate or an Opinion of Counsel or both, which shall
      conform to Sections 11.04 and 11.05 hereof and containing such other
      statements as the Trustee reasonably deems necessary to perform its duties
      hereunder. The Trustee shall not be liable for any action it takes or
      omits to take in good faith in reliance on the Officers' Certificate,
      Opinion of Counsel or any other direction of the Company permitted
      hereunder.

      (c) The Trustee may act through agents and shall not be responsible for
      the misconduct or negligence of any agent appointed with due care.

      (d) The Trustee shall not be liable for any action taken, suffered or
      omitted by it in good faith and believed by it to be authorized or within
      the discretion or rights or powers conferred upon it by this Indenture.

      (e) The Trustee may consult with counsel, and the written advice of such
      counsel or any Opinion of Counsel as to matters of law shall be full and
      complete authorization and protection in respect of any action taken,
      omitted or suffered by it hereunder in good faith and in accordance with
      the advice or opinion of such counsel.

      (f) Unless otherwise specifically provided in the Indenture, any demand,
      request, direction or notice from the Company shall be sufficient if
      signed by an Officer of the Company.



                                       35

      (g) For all purposes under this Indenture, the Trustee shall not be deemed
      to have notice or knowledge of any Event of Default (other than under
      Section 6.01(1) or 6.01(2)) unless a Trust Officer assigned to and working
      in the Trustee's corporate trust office has actual knowledge thereof or
      unless written notice of any Event of Default is received by the Trustee
      at its address specified in Section 11.02 hereof and such notice
      references the Securities generally, the Company or this Indenture.

Section 7.03. Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or
pledgee of Securities and may otherwise deal with the Company or its affiliates
with the same rights it would have if it were not Trustee. Any Agent may do the
same with like rights. The Trustee, however, must comply with Sections 7.10 and
7.11.

Section 7.04. Trustee's Disclaimer.

The Trustee makes no representation as to the validity or adequacy of this
Indenture, the Securities or of any prospectus used to sell the Securities; it
shall not be accountable for the Company's use of the proceeds from the
Securities; it shall not be accountable for any money paid to the Company, or
upon the Company's direction, if made under and in accordance with any provision
of this Indenture; it shall not be responsible for the use or application of any
money received by any Paying Agent other than the Trustee; and it shall not be
responsible for any statement of the Company in this Indenture or in the
Securities other than its certificate of authentication.

Section 7.05. Notice of Defaults.

If a Default on a Series occurs and is continuing and if it is known to the
Trustee, the Trustee shall mail to each Securityholder of the Series notice of
the Default (which shall specify any uncured Default known to it) within 90 days
after it occurs. Except in the case of a default in payment of principal of or
interest on a Series, the Trustee may withhold the notice if and so long as the
board of directors of the Trustee, the executive or any trust committee of such
directors and/or responsible officers of the Trustee in good faith determine(s)
that withholding the notice is in the interests of Holders of the Series.



                                       36

Section 7.06. Reports by Trustee to Holders.

Within 60 days after each May 15 beginning with the May 15 following the date of
this Indenture, the Trustee shall mail to each Securityholder a brief report
dated as of such May 15 that complies with TIA Section 313(a) (but if no event
described in TIA Section 313(2) has occurred within the twelve months preceding
the reporting date no report need be transmitted). The Trustee also shall comply
with TIA Section 313(b).

A copy of each report at the time of its mailing to Securityholders shall be
delivered to the Company and filed by the Trustee with the SEC and each national
securities exchange on which the Securities are listed. The Company agrees to
notify the Trustee of each national securities exchange on which the Securities
are listed.

Section 7.07. Compensation and Indemnity.

The Company shall pay to the Trustee or predecessor trustee from time to time
reasonable compensation for their respective services subject to any written
agreement between the Trustee and the Company. The Company shall reimburse the
Trustee upon request for all reasonable out-of-pocket expenses incurred by it.
Such expenses shall include the reasonable compensation and expenses of the
Trustee's agents and counsel. The Company shall indemnify the Trustee and each
predecessor trustee, its officers, directors, employees and agents and hold it
harmless against any loss, liability or expense incurred or made by or on behalf
of it in connection with the administration of this Indenture or the trust
hereunder and its duties hereunder including the costs and expenses of defending
itself against or investigating any claim in the premises. The Trustee shall
notify the Company promptly of any claim for which it may seek indemnity. The
Company need not reimburse any expense or indemnify against any loss or
liability incurred by the Trustee through the Trustee's, or its officers',
directors', employees' or agents' negligence or bad faith.

To ensure the Company's payment obligations in this Section, the Trustee shall
have a claim prior to the Securities on all money or property held or collected
by the Trustee, except that held in trust to pay principal of or interest on
particular Securities. When the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 6.01 or in connection
with Article 6 hereof, the expenses (including the reasonable fees and expenses
of its counsel) and the compensation for services in connection therewith



                                       37

are to constitute expenses of administration under any bankruptcy law.

Section 7.08. Replacement of Trustee.

The Trustee may resign by so notifying the Company. The Holders of a majority in
principal amount of the outstanding Securities may remove the Trustee by so
notifying the removed Trustee in writing and may appoint a successor trustee
with the Company's consent. Such resignation or removal shall not take effect
until the appointment by the Securityholders or the Company as hereinafter
provided of a successor trustee and the acceptance of such appointment by such
successor trustee. The Company may remove the Trustee and any Securityholder may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor trustee for any or no reason, including if:

      (1) the Trustee fails to comply with Section 7.10 after written request by
      the Company or any bona fide Securityholder who has been a Securityholder
      for at least six months;

      (2) the Trustee is adjudged a bankrupt or an insolvent;

      (3) a receiver or other public officer takes charge of the Trustee or its
      property; or

      (4) the Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of
Trustee for any reason, the Company shall promptly appoint a successor trustee.
If a successor trustee does not take office within 45 days after the retiring
Trustee resigns or is removed, the retiring Trustee, the Company or any Holder
may petition any court of competent jurisdiction for the appointment of a
successor trustee.

A successor trustee shall deliver a written acceptance of its appointment to the
retiring Trustee and to the Company. Immediately after that, the retiring
Trustee shall transfer all property held by it as Trustee to the successor
trustee, the resignation or removal of the retiring Trustee shall become
effective, and the successor trustee shall have all the rights, powers and
duties of the Trustee under this Indenture. A successor trustee shall mail
notice of its succession to each Securityholder.



                                       38

Section 7.09. Successor Trustee by Merger, etc.

If the Trustee consolidates with, merges with or into or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation, the successor corporation without any further act shall be the
successor trustee.

Section 7.10. Eligibility; Disqualification.

This Indenture shall always have a Trustee who satisfies the requirements of TIA
ss. 310(a)(1). The Trustee shall have a combined capital and surplus of at least
$10,000,000 as set forth in its most recent published annual report of
condition. The Trustee shall comply with TIA ss. 310(b).

Section 7.11. Preferential Collection of Claims Against Company.

The Trustee shall comply with TIA ss. 311(a), excluding any creditor
relationship listed in TIA ss. 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.

                                  ARTICLE EIGHT
                             Discharge of Indenture

Section 8.01. Defeasance upon Deposit of Moneys or U.S. Government Obligations.

(a) The Company may, at its option and at any time, elect to have either
paragraph (b) or paragraph (c) below be applied to the outstanding Securities of
any Series upon compliance with the applicable conditions set forth in paragraph
(d).

(b) Upon the Company's exercise under paragraph (a) of the option applicable to
this paragraph (b), the Company and the Guarantors shall be deemed to have been
released and discharged from their respective obligations with respect to the
outstanding Securities of a Series on the date the applicable conditions set
forth below are satisfied (hereinafter, "Legal Defeasance"). For this purpose,
such Legal Defeasance means that the Company shall be deemed to have paid and
discharged the entire Indebtedness represented by the outstanding Securities of
a Series, which shall thereafter be deemed to be "outstanding" only for the
purposes of the Sections and matters



                                       39

under this Indenture referred to in (i) and (ii) below, and to have satisfied
all its other obligations under such Securities and this Indenture insofar as
such Securities are concerned, except for the following which shall survive
until otherwise terminated or discharged hereunder: (i) the rights of Holders of
outstanding Securities of a Series to receive solely from the trust fund
described in paragraph (d) below and as more fully set forth in such paragraph,
payments in respect of the principal of and interest on such Securities when
such payments are due and (ii) obligations listed in Section 8.02, subject to
compliance with this Section 8.01. The Company may exercise its option under
this paragraph (b) notwithstanding the prior exercise of its option under
paragraph (c) below with respect to such Securities.

(c) Upon the Company's exercise under paragraph (a) of the option applicable to
this paragraph (c), the Company and the Guarantors shall be released and
discharged from the obligations under any covenant contained in Article Five,
Section 4.05 and any other covenant contained in the Authorizing Resolution or
supplemental indenture relating to such Series to the extent provided for
therein, on and after the date the conditions set forth below are satisfied
(hereinafter, "Covenant Defeasance"), and the Securities of such Series shall
thereafter be deemed to be not "outstanding" for the purpose of any direction,
waiver, consent or declaration or act of Holders (and the consequences of any
thereof) in connection with such covenants, but shall continue to be deemed
"outstanding" for all other purposes hereunder. For this purpose, such Covenant
Defeasance means that, with respect to the outstanding Securities of a Series,
the Company may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such covenant, whether
directly or indirectly, by reason of any reference elsewhere herein to any such
covenant or by reason of any reference in any such covenant to any other
provision herein or in any other document and such omission to comply shall not
constitute a Default or an Event of Default under Section 6.01(3), but, except
as specified above, the remainder of this Indenture and such Securities shall be
unaffected thereby.

(d) The following shall be the conditions to application of either paragraph (b)
or paragraph (c) above to the outstanding Securities of the applicable Series:

      (1) The Company shall have irrevocably deposited in trust with the
      Trustee, pursuant to an irrevocable trust and security agreement in form
      and substance reasonably



                                       40

      satisfactory to the Trustee, money in U.S. dollars or U.S. government
      obligations or a combination thereof in such amounts and at such times as
      are sufficient, in the opinion of a nationally recognized firm of
      independent public accountants, to pay the principal of and interest on
      the outstanding Securities of such Series to maturity or redemption;
      provided, however, that the Trustee (or other qualifying trustee) shall
      have received an irrevocable written order from the Company instructing
      the Trustee (or other qualifying trustee) to apply such money or the
      proceeds of such U.S. government obligations to said payments with respect
      to the Securities of such Series to maturity or redemption;

      (2) No Default or Event of Default shall have occurred and be continuing
      on the date of such deposit;

      (3) Such deposit will not result in a Default under this Indenture or a
      breach or violation of, or constitute a default under, any other material
      instrument or agreement to which the Company or any of any of their
      Subsidiaries is a party or by which it or any of their property is bound;

      (4) (i) In the event the Company elects paragraph (b) hereof, the Company
      shall deliver to the Trustee an Opinion of Counsel in the United States,
      in form and substance reasonably satisfactory to the Trustee, to the
      effect that (A) the Company has received from, or there has been published
      by, the Internal Revenue Service a ruling or (B) since the Issue Date
      pertaining to such Series, there has been a change in the applicable
      federal income tax law, in either case to the effect that, and based
      thereon such Opinion of Counsel shall state that, or (ii) in the event the
      Company elects paragraph (c) hereof, the Company shall deliver to the
      Trustee an Opinion of Counsel in the United States, in form and substance
      reasonably satisfactory to the Trustee, to the effect that, in the case of
      clauses (i) and (ii), Holders of the Securities of such Series will not
      recognize income, gain or loss for federal income tax purposes as a result
      of such deposit and the defeasance contemplated hereby and will be subject
      to federal income tax in the same amounts and in the same manner and at
      the same times as would have been the case if such deposit and defeasance
      had not occurred;

      (5) The Company shall have delivered to the Trustee an Officers'
      Certificate, stating that the deposit under



                                       41

      clause (1) was not made by the Company with the intent of preferring the
      Holders of the Securities of such Series over any other creditors of the
      Company or with the intent of defeating, hindering, delaying or defrauding
      any other creditors of the Company or others;

      (6) The Company shall have delivered to the Trustee an Opinion of Counsel,
      reasonably satisfactory to the Trustee, to the effect that, (A) the trust
      funds will not be subject to the rights of Holders of Indebtedness of the
      Company other than the Securities of such Series and (B) assuming no
      intervening bankruptcy of the Company between the date of deposit and the
      91st day following the deposit and that no Holder of Securities of such
      Series is an insider of the Company, after the 91st day following the
      deposit, the trust funds will not be subject to any applicable bankruptcy,
      insolvency, reorganization or similar law affecting creditors' rights
      generally; and

      (7) The Company has delivered to the Trustee an Officers' Certificate and
      an Opinion of Counsel, each stating that all conditions precedent
      specified herein relating to the defeasance contemplated by this Section
      8.01 have been complied with.

      In the event all or any portion of the Securities of a Series are to be
      redeemed through such irrevocable trust, the Company must make
      arrangements satisfactory to the Trustee, at the time of such deposit, for
      the giving of the notice of such redemption or redemptions by the Trustee
      in the name and at the expense of the Company.

      (e) In addition to the Company's rights above under this Section 8.01, the
      Company may terminate all of its obligations under this Indenture with
      respect to a Series, and the obligations of the Guarantors shall terminate
      with respect to such Series (subject to Section 8.02), when:

            (1) All Securities of such Series theretofore authenticated and
            delivered (other than Securities which have been destroyed, lost or
            stolen and which have been replaced or paid as provided in Section
            2.07 and Securities for whose payment money has theretofore been
            deposited in trust or segregated and held in trust by the Company
            and thereafter repaid to the Company or discharged from such trust)
            have been delivered to the Trustee for cancellation or all such
            Securities not theretofore delivered to the Trustee for cancellation
            have become due and



                                       42

            payable and the Company has irrevocably deposited or caused to be
            deposited with the Trustee as trust funds in trust solely for that
            purpose an amount of money sufficient to pay and discharge the
            entire Indebtedness on the Securities not theretofore delivered to
            the Trustee for cancellation, for principal of and interest;

            (2) The Company has paid or caused to be paid all other sums payable
            hereunder by the Company;

            (3) The Company has delivered irrevocable instructions to the
            Trustee to apply the deposited money toward the payment of the
            Securities at maturity or redemption, as the case may be; and

            (4) The Company has delivered to the Trustee an Officers'
            Certificate and an Opinion of Counsel, stating that all conditions
            precedent specified herein relating to the satisfaction and
            discharge of this Indenture have been complied with.

Section 8.02. Survival of the Company's Obligations.

Notwithstanding the satisfaction and discharge of the Indenture under Section
8.01, the Company's obligations in paragraph 9 of the Securities and Sections
2.03 through 2.07, 4.01, 7.07, 7.08, 8.04 and 8.05, however, shall survive until
the Securities of an applicable Series are no longer outstanding. Thereafter,
the Company's obligations in paragraph 9 of the Securities of such Series and
Sections 7.07, 8.04 and 8.05 shall survive (as they relate to such Series).

Section 8.03. Application of Trust Money.

The Trustee shall hold in trust money or U.S. government obligations deposited
with it pursuant to Section 8.01. It shall apply the deposited money and the
money from U.S. government obligations in accordance with this Indenture to the
payment of principal of and interest on the Securities of the defeased Series.

Section 8.04. Repayment to the Company.

The Trustee and the Paying Agent shall promptly pay to the Company upon request
any excess money or securities held by them at any time. The Trustee and the
Paying Agent shall pay to the Company upon request any money held by them for
the payment of principal or interest that remains unclaimed for two



                                       43

years, provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once in a newspaper of general circulation in the City of New York
or mail to each such Holder notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than 30 days from the
date of such publication or mailing, any unclaimed balance of such money then
remaining will be repaid to the Company. After payment to the Company,
Securityholders entitled to the money must look to the Company or any Guarantor
for payment as general creditors unless applicable abandoned property law
designates another person and all liability of the Trustee or such Paying Agent
with respect to such money shall cease.

Section 8.05. Reinstatement.

If the Trustee is unable to apply any money or U.S. government obligations in
accordance with Section 8.01 by reason of any legal proceeding or by reason of
any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, the Company's and each
Guarantor's obligations under this Indenture and the Securities relating to the
Series shall be revived and reinstated as though no deposit had occurred
pursuant to Section 8.01 until such time as the Trustee is permitted to apply
all such money or U.S. government obligations in accordance with Section 8.01;
provided, however, that (a) if the Company has made any payment of interest on
or principal of any Securities of the Series because of the reinstatement of
their obligations, the Company shall be subrogated to the rights of the Holders
of such Securities to receive such payment from the money or U.S. government
obligations held by the Trustee and (b) unless otherwise required by any legal
proceeding or any order or judgment of any court or governmental authority, the
Trustee shall return all such money or U.S. government obligations to the
Company promptly after receiving a written request therefor at any time, if such
reinstatement of the Company's obligations has occurred and continues to be in
effect.

                                  ARTICLE NINE

                                   GUARANTEES

Section 9.01. Unconditional Guarantees.

Subject to any other provisions set forth in the Authorizing Resolution or
supplemental indenture relating to a



                                       44

particular Series, each Guarantor hereby unconditionally, jointly and severally,
guarantees (each such guarantee to be referred to herein as the "Guarantee") to
each Holder of Securities of such Series authenticated and delivered by the
Trustee and to the Trustee and its successors and assigns, that: (i) the
principal of and interest on the Securities of such Series will be promptly paid
in full when due, subject to any applicable grace period, whether at maturity,
by acceleration or otherwise and interest on the overdue principal, if any, and
interest on any interest of the Securities of such Series and all other
obligations of the Company to the Holders or the Trustee hereunder or
thereunder, except obligations to pay principal and interest on any other Series
not so guaranteed, will be promptly paid in full or performed, all in accordance
with the terms hereof and thereof; and (ii) in case of any extension of time of
payment or renewal of any Securities of such Series or of any such other
obligations, the same will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, subject to any applicable
grace period, whether at stated maturity, by acceleration or otherwise, subject,
however, in the case of clauses (i) and (ii) above, to the limitations set forth
in Section 9.04. Each Guarantor hereby agrees that its obligations hereunder
shall be unconditional, irrespective of the validity, regularity or
enforceability of the Securities of such Series or this Indenture, the absence
of any action to enforce the same, any waiver or consent by any Holder of the
Securities of such Series with respect to any provisions hereof or thereof, the
recovery of any judgment against the Company, any action to enforce the same or
any other circumstance which might otherwise constitute a legal or equitable
discharge or defense of a guarantor. Each Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of
insolvency or bankruptcy of the Company, any right to require a proceeding first
against the Company, protest, notice and all demands whatsoever and covenants
that, subject to Section 9.03, this Guarantee will not be discharged except by
complete performance of the obligations contained in the Securities of the
applicable Series, this Indenture and in this Guarantee. If any Holder or the
Trustee is required by any court or otherwise to return to the Company, any
Guarantor, or any custodian, trustee, liquidator or other similar official
acting in relation to the Company or any Guarantor, any amount paid by the
Company or any Guarantor to the Trustee or such Holder, this Guarantee, to the
extent theretofore discharged, shall be reinstated in full force and effect.
Each Guarantor further agrees that, as between each Guarantor, on the one hand,
and the Holders and the Trustee, on the other hand, (x) the maturity of the
obligations



                                       45

guaranteed hereby may be accelerated as provided in Article Six for the purposes
of this Guarantee, notwithstanding any stay, injunction or other prohibition
preventing such acceleration in respect of the obligations guaranteed hereby,
and (y) in the event of any acceleration of such obligations as provided in
Article Six, such obligations (whether or not due and payable) shall forthwith
become due and payable by each Guarantor for the purpose of this Guarantee.

Section 9.02. Severability.

In case any provision of this Guarantee shall be invalid, illegal or
unenforceable, the validity, legality, and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

Section 9.03. Release of a Guarantor.

Upon the sale or disposition (whether by merger, stock purchase, asset sale or
otherwise) of a Guarantor (or all or substantially all its assets) to a Person
which is not a Restricted Subsidiary and which sale or disposition is otherwise
in compliance with the terms of this Indenture, or, unless the Company elects
otherwise, if any Guarantor is designated as an Unrestricted Subsidiary in
accordance with the terms of this Indenture, then such Guarantor (in the event
of a sale or other disposition of Capital Stock of such Guarantor or a
designation as an Unrestricted Subsidiary) or the Person acquiring such assets
(in the event of a sale or other disposition of all or substantially all of the
assets of such Guarantor) shall be deemed automatically and unconditionally
released and discharged from all obligations under this Article Nine without any
further action required on the part of the Trustee or any Holder.

An Unrestricted Subsidiary that is a Guarantor shall be deemed automatically and
unconditionally released and discharged from all obligations under this Article
Nine upon notice from the Company to the Trustee to such effect, without any
further action required on the part of the Trustee or any Holder.

The Trustee shall deliver an appropriate instrument evidencing any such release
upon receipt of a request by the Company accompanied by an Officers' Certificate
and Opinion of Counsel certifying as to the compliance with this Section 9.03.



                                       46

Any Guarantor not released in accordance with this Section 9.03 remains liable
for the full amount of principal of and interest on the Securities as provided
in this Article Nine.

Section 9.04. Limitation of a Guarantor's Liability.

Each Guarantor and by its acceptance hereof each Holder hereby confirms that it
is the intention of all such parties that the guarantee by such Guarantor
pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for
purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar Federal or state law. To
effectuate the foregoing intention, the Holders and such Guarantor hereby
irrevocably agree that the obligations of such Guarantor under the Guarantee
shall be limited to the maximum amount as will, after giving effect to all other
contingent and fixed liabilities of such Guarantor and after giving effect to
any collections from or payments made by or on behalf of any other Guarantor in
respect of the obligations of such other Guarantor under its Guarantee or
pursuant to Section 9.06, result in the obligations of such Guarantor under the
Guarantee not constituting such fraudulent transfer or conveyance.

Section 9.05. Guarantors May Consolidate, etc., on Certain Terms.

Nothing contained in this Indenture or in any of the Securities shall prevent
any consolidation or merger of a Guarantor with or into the Company or another
Restricted Guarantor, or shall prevent any sale of assets or conveyance of the
property of a Guarantor as an entirety or substantially as an entirety to the
Company or another Guarantor that is a Restricted Subsidiary of the Company.
Upon any such consolidation, merger, sale or conveyance, the Guarantee given by
such Guarantor shall no longer have any force or effect.

Section 9.06. Contribution.

In order to provide for just and equitable contribution among the Guarantors,
the Guarantors agree, inter se, that in the event any payment or distribution is
made by any Guarantor (a "Funding Guarantor") under the Guarantee, such Funding
Guarantor shall be entitled to a contribution from all other Guarantors in a pro
rata amount based on the Adjusted Net Assets of each Guarantor (including the
Funding Guarantor) for all payments, damages and expenses incurred by that
Funding



                                       47

Guarantor in discharging the Company's obligations with respect to any
Securities or any other Guarantor's obligations with respect to the Guarantee.
"Adjusted Net Assets" of such Guarantor at any date shall mean the lesser of the
amount by which (x) the fair value of the property of such Guarantor exceeds the
total amount of liabilities, including, without limitation, contingent
liabilities (after giving effect to all other fixed and contingent liabilities
incurred or assumed on such date and after giving effect to any collection from
any other Subsidiary of the Guarantor in respect of the obligations of its
Guarantee), but excluding liabilities under the Guarantee, of such Guarantor at
such date and (y) the present fair salable value of the assets of such Guarantor
at such date exceeds the amount that will be required to pay the probable
liability of such Guarantor on its debts (after giving effect to all other fixed
and contingent liabilities incurred or assumed on such date and after giving
effect to any collection from any other Subsidiary of the Company in respect of
the obligations of such Guarantor under its Guarantee), excluding debt in
respect of the Guarantee of such Guarantor, as they become absolute and matured.

Section 9.07. Waiver of Subrogation.

Until all guaranteed obligations under this Indenture and with respect to all
Securities of an applicable Series are paid in full, each Guarantor hereby
irrevocably waives any claim or other rights which it may now or hereafter
acquire against the Company that arise from the existence, payment, performance
or enforcement of such Guarantor's obligations under the Guarantee and this
Indenture, including, without limitation, any right of subrogation,
reimbursement, exoneration, indemnification, and any right to participate in any
claim or remedy of any Holder of Securities of the applicable Series against the
Company, whether or not such claim, remedy or right arises in equity, or under
contract, statute or common law, including, without limitation, the right to
take or receive from the Company, directly or indirectly, in cash or other
property or by set-off or in any other manner, payment or security on account of
such claim or other rights. If any amount shall be paid to any Guarantor in
violation of the preceding sentence and the Securities of the applicable Series
shall not have been paid in full, such amount shall have been deemed to have
been paid to such Guarantor for the benefit of, and held in trust for the
benefit of, the Holders of the Securities of the applicable Series, and shall
forthwith be paid to the Trustee for the benefit of such Holders to be credited
and applied upon the Securities of the applicable Series, whether matured or
unmatured, in accordance with the terms of this Indenture. Each



                                       48

Guarantor acknowledges that it will receive direct and indirect benefits from
the financing arrangements contemplated by this Indenture and that the waiver
set forth in this Section 9.07 is knowingly made in contemplation of such
benefits.

Section 9.08. Execution of Guarantee.

To evidence their guarantee to the Holders set forth in this Article Nine, the
Guarantors hereby agree to execute the Guarantee in substantially the form
included in Exhibit A or in any such other form set forth in the Authorizing
Resolution or supplemental indenture pertaining to the applicable Series, which
shall be endorsed on each Security ordered to be authenticated and delivered by
the Trustee. Each Guarantor hereby agrees that its Guarantee set forth in this
Article Nine shall remain in full force and effect notwithstanding any failure
to endorse on each Security a notation of such Guarantee. Each such Guarantee
shall be signed on behalf of each Guarantor by two Officers, or an Officer and
an Assistant Secretary or one Officer shall sign and one Officer or an Assistant
Secretary (each of whom shall, in each case, have been duly authorized by all
requisite corporate actions) shall attest to such Guarantee prior to the
authentication of the Security on which it is endorsed, and the delivery of such
Security by the Trustee, after the authentication thereof hereunder, shall
constitute due delivery of such Guarantee on behalf of such Guarantor. Such
signatures upon the Guarantee may be by manual or facsimile signature of such
officers and may be imprinted or otherwise reproduced on the Guarantee, and in
case any such officer who shall have signed the Guarantee shall cease to be such
officer before the Security on which such Guarantee is endorsed shall have been
authenticated and delivered by the Trustee or disposed of by the Company, such
Security nevertheless may be authenticated and delivered or disposed of as
though the person who signed the Guarantee had not ceased to be such officer of
the Guarantor.

                                   ARTICLE TEN

                       Amendments, Supplements and Waivers

Section 10.01. Without Consent of Holders.

The Company, the Guarantors and the Trustee may amend or supplement this
Indenture or the Securities of a Series without notice to or consent of any
Securityholder of such Series:



                                       49

      (1) to cure any ambiguity, omission, defect or inconsistency;

      (2) to comply with Article Five;

      (3) to provide that specific provisions of this Indenture shall not apply
      to a Series not previously issued;

      (4) to create a Series and establish its terms;

      (5) to provide for uncertificated Securities in addition to or in place of
      certificated Securities;

      (6) to make any other change that does not adversely affect the rights of
      Securityholders; and

      (7) to remove a Guarantor in respect of any Series which, in accordance
      with the terms of this Indenture applicable to the particular Series,
      ceases to be liable in respect of its Guarantee.

After an amendment under this Section 10.01 becomes effective, the Company shall
mail notice of such amendment to the Securityholders.

Section 10.02. With Consent of Holders.

The Company, the Guarantors and the Trustee may amend or supplement this
Indenture or the Securities of a Series without notice to any Securityholder of
such Series but with the written consent of the Holders of at least a majority
in principal amount of the outstanding Securities of each such Series affected
by the amendment. Each such Series shall vote as a separate class. The Holders
of a majority in principal amount of the outstanding Securities of any Series
may waive compliance by the Company with any provision of the Securities of such
Series or of this Indenture relating to such Series without notice to any
Securityholder. Without the consent of each Securityholder of a Series affected,
however, an amendment, supplement or waiver, including a waiver pursuant to
Section 6.04, may not:

      (1) reduce the amount of Securities of such Series whose Holders must
      consent to an amendment, supplement or waiver;



                                       50

      (2) reduce the rate of or change the time for payment of interest,
      including defaulted interest, on any Security;

      (3) reduce the principal of or change the fixed maturity of any Security
      or alter the provisions (including related definitions) with respect to
      redemption of Securities pursuant to Article Three hereof or with respect
      to any obligations on the part of the Company to offer to purchase or to
      redeem Securities of a Series pursuant to the Authorizing Resolution or
      supplemental indenture pertaining to such Series;

      (4) modify the ranking or priority of the Securities of any Series or the
      Guarantee thereof;

      (5) release any Guarantor from any of its obligations under its Guarantee
      or this Indenture otherwise than in accordance with the terms of this
      Indenture;

      (6) make any change in Sections 6.04, 6.07 or this 10.02;

      (7) waive a continuing Default or Event of Default in the payment of the
      principal of or interest on any Security; or

      (8) make any Security payable at a place or in money other than that
      stated in the Security, or impair the right of any Securityholder to bring
      suit as permitted by Section 6.07.

An amendment of a provision included solely for the benefit of one or more
Series does not affect the interests of Securityholders of any other Series.

It shall not be necessary for the consent of the Holders under this Section to
approve the particular form of any proposed supplement, but it shall be
sufficient if such consent approves the substance thereof.

Section 10.03. Compliance with Trust Indenture Act.

Every amendment to or supplement of this Indenture or the Securities shall
comply with the TIA as then in effect.



                                       51

Section 10.04. Revocation and Effect of Consents.

A consent to an amendment, supplement or waiver by a Holder shall bind the
Holder and every subsequent Holder of a Security or portion of a Security that
evidences the same debt as the consenting Holder's Security, even if notation of
the consent is not made on any Security. Subject to the following paragraph, any
such Holder or subsequent Holder, however, may revoke the consent as to his
Security or portion of a Security. Such revocation shall be effective only if
the Trustee receives the notice of revocation before the date the amendment,
supplement or waiver becomes effective.

The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Holders of Securities of any Series entitled to
consent to any amendment, supplement or waiver, which record date shall be at
least 10 days prior to the first solicitation of such consent. If a record date
is fixed, then notwithstanding the last sentence of the immediately preceding
paragraph, those Persons who were Holders at such record date (or their duly
designated proxies), and only those Persons, shall be entitled to revoke any
consent previously given, whether or not such Persons continue to be Holders
after such record date. No such consent shall be valid or effective for more
than 90 days after such record date.

After an amendment, supplement or waiver becomes effective, it shall bind every
Holder, unless it makes a change described in any of clauses (1) through (8) of
Section 10.02, in which case, the amendment, supplement or waiver shall bind
only each Holder of a Security who has consented to it and every subsequent
Holder of a Security or portion of a Security that evidences the same debt as
the consenting Holder's Security; provided that any such waiver shall not impair
or affect the right of any Holder to receive payment of principal of and
interest on a Security, on or after the respective due dates expressed in such
Security, or to bring suit for the enforcement of any such payment on or after
such respective dates without the consent of such Holder.

Section 10.05. Notation on or Exchange of Securities.

If an amendment, supplement or waiver changes the terms of a Security, the
Company may require the Holder of the Security to deliver it to the Trustee, at
which time the Trustee shall place an appropriate notation on the Security about
the changed terms and return it to the Holder. Alternatively, if the Company or
the Trustee so determines, the Company in ex-



                                       52

change for the Security shall issue and the Trustee shall authenticate a new
Security that reflects the changed terms.

Section 10.06. Trustee to Sign Amendments, etc.

Subject to Section 7.02(b), the Trustee shall sign any amendment, supplement or
waiver authorized pursuant to this Article if the amendment, supplement or
waiver does not adversely affect the rights, duties, liabilities or immunities
of the Trustee. If it does, the Trustee may but need not sign it. In signing or
refusing to sign such amendment or supplemental indenture, the Trustee shall be
entitled to receive and shall be fully protected in relying upon, an Officers'
Certificate and an Opinion of Counsel as conclusive evidence that such amendment
or supplemental indenture is authorized or permitted by this Indenture, that it
is not inconsistent herewith, and that it will be valid and binding upon the
Company in accordance with its terms.

                                 ARTICLE ELEVEN

                                  Miscellaneous

Section 11.01. Trust Indenture Act Controls.

If any provision of this Indenture limits, qualifies or conflicts with another
provision which is required to be included in this Indenture by the TIA, the
required provision shall control.

Section 11.02. Notices.

Any order, consent, notice or communication shall be sufficiently given if in
writing and delivered in person or mailed by first class mail, postage prepaid,
addressed as follows:

      if to the Company or to any Guarantor:

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

            Attention: Chief Financial Officer



                                       53

      if to the Trustee:

            American Stock Transfer & Trust Company
            40 Wall Street
            New York, NY  10005

            Attention: Corporate Trust Administration

The Company or the Trustee by notice to the other may designate additional or
different addresses for subsequent notices or communications.

Any notice or communication mailed to a Securityholder shall be mailed to him by
first class mail at his address as it appears on the registration books of the
Registrar and shall be sufficiently given to him if so mailed within the time
prescribed.

Failure to mail a notice or communication to a Securityholder or any defect in
it shall not affect its sufficiency with respect to other Securityholders. If a
notice or communication is mailed in the manner provided above, it is duly
given, whether or not the addressee receives it except that notice to the
Trustee shall only be effective upon receipt thereof by the Trustee.

If the Company mails notice or communications to the Securityholders, it shall
mail a copy to the Trustee at the same time.

Section 11.03. Communications by Holders with Other Holders.

Securityholders may communicate pursuant to TIA Section 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities. The Company, the Trustee, the Registrar and anyone else shall have
the protection of TIA Section 312(c).

Section 11.04. Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Company to the Trustee to take any action
under this Indenture, the Company shall furnish to the Trustee:

      (1) an Officers' Certificate (which shall include the statements set forth
      in Section 11.05) stating that,



                                       54

      in the opinion of the signers, all conditions precedent, if any, provided
      for in this Indenture relating to the proposed action have been complied
      with; and

      (2) an Opinion of Counsel (which shall include the statements set forth in
      Section 11.05) stating that, in the opinion of such counsel, all such
      conditions precedent and covenants, compliance with which constitutes a
      condition precedent, if any, provided for in this Indenture relating to
      the proposed action or inaction, have been complied with and that any such
      section does not conflict with the terms of the Indenture.

Section 11.05. Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture shall include:

      (1) a statement that the person making such certificate or opinion has
      read such covenant or condition;

      (2) a brief statement as to the nature and scope of the examination or
      investigation upon which the statements or opinions contained in such
      certificate or opinion are based;

      (3) a statement that, in the opinion of such person, he has made such
      examination or investigation as is necessary to enable him to express an
      informed opinion as to whether or not such covenant or condition has been
      complied with; and

      (4) a statement as to whether or not, in the opinion of such person, such
      condition or covenant has been complied with.

Section 11.06. Rules by Trustee and Agents.

The Trustee may make reasonable rules for action by or a meeting of
Securityholders. The Registrar or Paying Agent may make reasonable rules for its
functions.

Section 11.07. Legal Holidays.

A "Legal Holiday" is a Saturday, a Sunday, a legal holiday or a day on which
banking institutions in Fort Worth,



                                       55

Texas and New York, New York are not required to be open. If a payment date is a
Legal Holiday at a place of payment, payment may be made at that place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue
for the intervening period. A Business Day is any day other than a Legal
Holiday.

Section 11.08. Governing Law.

The laws of the State of New York shall govern this Indenture, the Securities of
each Series and the Guarantees.

Section 11.09. No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret another indenture, loan or debt
agreement of the Company or a Subsidiary. Any such indenture, loan or debt
agreement may not be used to interpret this Indenture.

Section 11.10. No Recourse Against Others.

All liability described in paragraph 13 of the Securities of any director,
officer, employee or stockholder, as such, of the Company is waived and
released.

Section 11.11. Successors and Assigns.

All covenants and agreements of the Company in this Indenture and the Securities
shall bind its successors and assigns. All agreements of the Trustee in this
Indenture shall bind its successors and assigns.

Section 11.12. Duplicate Originals.

The parties may sign any number of copies of this Indenture. Each signed copy
shall be an original, but all of them together represent the same agreement.

Section 11.13. Severability.

In case any one or more of the provisions contained in this Indenture or in the
Securities of a Series shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Indenture or of such Securities.



                                   SIGNATURES

IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed,
all as of the date first above written.

                                    D. R. HORTON, INC.

                                    By:       David J. Keller
                                          ----------------------------------
                                              Name: David J. Keller
                                              Title: Chief Financial Officer

                                    GUARANTORS:

                                    DRHI, Inc.
                                    DRH Construction, Inc.
                                    D.R. Horton Denver Management Company, Inc.
                                    D.R. Horton Denver No. 10, Inc.
                                    D.R. Horton Denver No. 11, Inc.
                                    D.R. Horton Denver No. 12, Inc.
                                    D.R. Horton Denver No. 13, Inc.
                                    D.R. Horton Denver No. 14, Inc.
                                    D.R. Horton Denver No. 15, Inc.
                                    D.R. Horton Denver No. 16, Inc.
                                    D.R. Horton Denver No. 17, Inc.
                                    D.R. Horton Denver No. 18, Inc.
                                    D.R. Horton, Inc. - Albuquerque
                                    D.R. Horton, Inc. - Denver
                                    D.R. Horton, Inc. - Minnesota
                                    D.R. Horton, Inc. - New Jersey
                                    Meadows I, Ltd.
                                    Meadows II, Ltd.
                                    Meadows III, Ltd.
                                    Meadows IX, Inc.
                                    Meadows X, Inc.
                                    D.R. Horton Los Angeles Holding Company Inc.
                                    D.R. Horton Los Angeles Management
                                    Company, Inc.
                                    D.R. Horton Los Angeles No. 9, Inc.
                                    D.R. Horton Los Angeles No. 10, Inc.
                                    D.R. Horton Los Angeles No. 11, Inc.
                                    D.R. Horton Los Angeles No. 12, Inc.



                                    D.R. Horton Los Angeles No. 13, Inc.
                                    D.R. Horton Los Angeles No. 14, Inc.
                                    D.R. Horton Los Angeles No. 16, Inc.
                                    D.R. Horton Los Angeles No. 17, Inc.
                                    D.R. Horton Los Angeles No. 18, Inc.
                                    D.R. Horton Los Angeles No. 19, Inc.
                                    D.R. Horton Los Angeles No. 20, Inc.
                                    D.R. Horton Los Angeles No. 21, Inc.
                                    D.R. Horton, Inc. - Torrey
                                    S.G. Torrey Atlanta, Ltd.

                                    By:         David J. Keller
                                           -----------------------------------
                                           Name: David J. Keller
                                           Title: Treasurer



                                         SGS COMMUNITIES AT GRANDE QUAY, LLC

                                         By: Meadows IX, Inc., a member

                                         By:    David J. Keller
                                             -------------------------------
                                             Name: David J. Keller
                                             Title: Treasurer

                                         and

                                         By: Meadows X, Inc., a member

                                         By:    David J. Keller
                                             -------------------------------
                                             Name: David J. Keller
                                             Title: Treasurer

                                         D.R. HORTON MANAGEMENT COMPANY, LTD.

                                         By:: Meadows I, Ltd..,
                                              its general partner

                                         By:     David J. Keller
                                              ---------------------------------
                                              Name: David J. Keller
                                              Title: Treasurer

                                         D.R. HORTON - TEXAS, LTD.

                                         By:: Meadows I, Ltd..,
                                              its general partner

                                         By:     David J. Keller
                                              ---------------------------------
                                              Name: David J. Keller
                                              Title: Treasurer



                                         D.R. HORTON - ROYALTY, LTD.

                                         By:: Meadows I, Ltd..,
                                              its general partner

                                         By:     David J. Keller
                                              ---------------------------------
                                              Name: David J. Keller
                                              Title: Treasurer



                                         AMERICAN STOCK TRANSFER & TRUST
                                         COMPANY, as Trustee

                                         By:     Herbert J. Lemmer
                                              ---------------------------------
                                              Name: Herbert J. Lemmer
                                              Title: Vice President



                                                                       Exhibit A

No.                                                           CUSIP No.: _______

                               [Title of Security]

                                D.R. HORTON, INC.
                             a Delaware corporation

promises to pay to

or registered assigns
the principal sum of                                         [Dollars] * on

[Title of Security]
Interest Payment Dates:                    and
Record Dates                   and

Authenticated:                                   Dated:

                                                 D.R. HORTON, INC.

                                                 [Seal]

                                                 By____________________________
                                                    Title:

                                                 By____________________________
                                                    Title:

American Stock Transfer & Trust Company, as Trustee,
certifies that this is one of the Securities refered
toin the within mentioned Indenture.

By: ____________________________
         Authorized Signatory

* Or other currency. Insert corresponding provisions on reverse side of Security
in respect of foreign currency denomination or interest payment requirement.




                                D.R. HORTON, INC.
                               [Title of Security]

1.    Interest.

D.R. HORTON, INC. (the "Company"), a Delaware corporation, promises to pay
interest on the principal amount of this Security at the rate per annum shown
above. The Company will pay interest semiannually on __________________ and
______________ of each year until the principal is paid or made available for
payment. Interest on the Securities will accrue from the most recent date to
which interest has been paid or duly provided for or, if no interest has been
paid, from _______________, 19 , provided that, if there is no existing default
in the payment of interest, and if this Security is authenticated between a
record date referred to on the face hereof and the next succeeding interest
payment date, interest shall accrue from such interest payment date. Interest
will be computed on the basis of a 360-day year of twelve 30-day months.

2.    Method of Payment. The Company will pay interest on the Securities (except
defaulted interest, if any, which will be paid on such special payment date to
Holders of record on such special record date as may be fixed by the Company) to
the persons who are registered Holders of Securities at the close of business on
the [Insert record dates]. Holders must surrender Securities to a Paying Agent
to collect principal payments. The Company will pay principal and interest in
money of the United States that at the time of payment is legal tender for
payment of public and private debts.

3.    Paying Agent and Registrar.

Initially, American Stock Transfer & Trust Company (the "Trustee") will act as
Paying Agent and Registrar. The Company may change or appoint any Paying Agent,
Registrar or co-Registrar without notice. The Company or any of its Subsidiaries
may act as Paying Agent, Registrar or co-Registrar.

4.    Indenture.

The Company issued the Securities under an Indenture dated as of June 9, 1997
("Indenture") among the Company, the Guarantors and the Trustee. The terms of
the Securities and the Guarantees include those stated in the Indenture
(including those terms set forth in the Authorizing Resolution or supplemental
indenture pertaining to the Securities of the Series of which this Security is a
part) and those made part of the Indenture by reference to the Trust Indenture
Act of 1939 ("TIA") as in effect on the date of the Indenture. The Securities
and the Guarantees are subject to all such terms, and Securityholders are
referred to the Indenture and the Act for a statement of them.

The Company will furnish to any Securityholder upon written request and without
charge a copy of the Indenture and the applicable Authorizing Resolution or
supplemental indenture. Requests may be made to: D.R. Horton, Inc., 1901
Ascension Blvd., Suite 100, Arlington, Texas 76006, Attention: Chief Financial
Officer.

5.    Optional Redemption. *

The Company may redeem the Securities at any time on or after______________, in
whole or in part, at the following redemption prices (expressed as a percentage
of their principal amount) together with interest accrued and unpaid to the date
fixed for redemption:

                             If redeemed during the
                               Twelve-Month period
                          commencing on____________and
                          ending on __________ in each
                             of the following years    Percentage

[Insert provisions relating to redemption at option of Holders, if any]

Notice of redemption will be mailed at least 30 days but not more than 60 days
before the redemption date to each Holder of Securities to be redeemed at his
registered address. Securities in denominations larger than $1,000 may be
redeemed in part. On and after the redemption date interest ceases to accrue on
Securities or portions of them called for redemption, provided that if the
Company shall default in the payment of such Security at the redemption price
together with accrued interest, interest shall continue to accrue at the rate
borne by the Securities.

* If applicable.

6.    Mandatory Redemption.*

The Company shall redeem % of the aggregate principal amount of Securities
originally issued under the Indenture on each of , which redemptions are
calculated to retire % of the Securities originally issued prior to maturity.
Such redemptions shall be made



at a redemption price equal to 100% of the principal amount thereof, together
with accrued interest to the redemption date. The Company may reduce the
principal amount of Securities to be redeemed pursuant to this Paragraph 6 by
the principal amount of any Securities previously redeemed, retired or acquired,
otherwise than pursuant to this Paragraph 6, that the Company has delivered to
the Trustee for cancellation and not previously credited to the Company's
obligations under this Paragraph 6. Each such Security shall be received and
credited for such purpose by the Trustee at the redemption price and the amount
of such mandatory redemption payment shall be reduced accordingly.

* If applicable. Insert different or additional denominations and multiples.

7.    Denominations, Transfer, Exchange.

The Securities are in registered form without coupons in denominations of
$1,0001 and integral multiples of $1,000. A Holder may transfer or exchange
Securities by presentation of such Securities to the Registrar or a co-Registrar
with a request to register the transfer or to exchange them for an equal
principal amount of Securities of other denominations. The Registrar may require
a Holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay any taxes and fees required by law or permitted by the
Indenture. The Registrar need not transfer or exchange any Security selected for
redemption, except the unredeemed part thereof if the Security is redeemed in
part, or transfer or exchange any Securities for a period of 15 days before a
selection of Securities to be redeemed.

8.    Persons Deemed Owners.

The registered Holder of this Security shall be treated as the owner of it for
all purposes.

9.    Unclaimed Money.

If money for the payment of principal or interest remains unclaimed for two
years, the Trustee or Paying Agent will pay the money back to the Company at its
request. After that, Holders entitled to the money must look to the Company for
payment unless an abandoned property law designates another person.

10.   Amendment, Supplement, Waiver.

Subject to certain exceptions, the Indenture or the Securities may be amended or
supplemented with the consent of the Holders of at least a majority in principal
amount of the outstanding Securities of each Series affected by the amendment
and any past default or compliance with any provision relating to any Series of
the Securities may be waived in a particular instance with the consent of the
Holders of a majority in principal amount of the outstanding Securities of such
Series. * Without the consent of any Securityholder, the Company and the Trustee
may amend or supplement the Indenture or the Securities to cure any ambiguity,
defect or inconsistency, to provide for uncertificated Securities in addition to
or in place of certificated Securities, to create a Series and establish its
terms, to remove a Guarantor in respect of any Series which, in accordance with
the terms of the Indenture, ceases to be liable in respect of its Guarantee, or
to make any other change, provided such action does not adversely affect the
rights of any Securityholder.

* If different terms apply, insert a brief summary thereof.

11.   Successor Corporation.

When a successor corporation assumes all the obligations of its predecessor
under the Securities and the Indenture, the predecessor corporation will be
released from those obligations.

12.   Trustee Dealings With Company. American Stock Transfer & Trust Company,
the Trustee under the Indenture, in its individual or any other capacity, may
make loans to, accept deposits from, and perform services for the Company or its
affiliates, and may otherwise deal with the Company or its affiliates, as if it
were not Trustee.

13.   No Recourse Against Others.

A director, officer, employee or stockholder, as such, of the Company shall not
have any liability for any obligations of the Company under the Securities or
the Indenture or for any claim based on, in respect of or by reason of, such
obligations or their creation. Each Securityholder by accepting a Security
waives and releases all such liability. The waiver and release are part of the
consideration for the issue of the Securities.

14.   Discharge of Indenture.

The Indenture contains certain provisions pertaining to defeasance, which
provisions shall for all purposes have the same effect as if set forth herein.

15.   Authentication.



This Security shall not be valid until the Trustee signs the certificate of
authentication on the other side of this Security.

16.   Abbreviations.

Customary abbreviations may be used in the name of a Securityholder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= custodian), and U/G/M/A (= Uniform Gifts to Minors
Act).

                                        -



                                 ASSIGNMENT FORM

If you the Holder want to assign this Security, fill in the form below:

                  I or we assign and transfer this Security to

              (Insert assignee's social security or tax ID number)

             (Print or type assignee's name, address, and zip code)

and irrevocably appoint

agent to transfer this Security on the books of the Company. The agent may
substitute another to act for him.

Date: ________________                     Your signature:
                                          (Sign exactly as your name appears on
                                           the other side of this Security)

Signature Guarantee:___________________________________________________________



              [FORM OF NOTATION ON SECURITY RELATING TO GUARANTEE]

                                    GUARANTEE

[List of Guarantors] (the "Guarantors") have unconditionally guaranteed, jointly
and severally (such guarantee by each Guarantor being referred to herein as the
"Guarantee") (i) the due and punctual payment of the principal of and interest
on the Securities, whether at maturity, by acceleration or otherwise, the due
and punctual payment of interest on the overdue principal and interest, if any,
on the Securities, to the extent lawful, and the due and punctual performance of
all other obligations of the Company to the Holders or the Trustee all in
accordance with the terms set forth in Article Nine of the Indenture and (ii) in
case of any extension of time of payment or renewal of any Securities or any of
such other obligations, that the same will be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, whether at
stated maturity, by acceleration or otherwise.

No past, present or future stockholder, officer, director, employee or
incorporator, as such, of any of the Guarantors shall have any liability under
the Guarantee by reason of such person's status as stockholder, officer,
director, employee or incorporator. Each holder of a Security by accepting a
Security waives and releases all such liability. This waiver and release are
part of the consideration for the issuance of the Guarantees.

Each holder of a Security by accepting a Security agrees that any Guarantor
named below shall have no further liability with respect to its Guarantee if
such Guarantor otherwise ceases to be liable in respect of its Guarantee in
accordance with the terms of the Indenture.

The Guarantee shall not be valid or obligatory for any purpose until the
certificate of authentication on the Securities upon which the Guarantee is
noted shall have been executed by the Trustee under the Indenture by the manual
signature of one of its authorized officers.

                                        [List of Guarantors]
                                        By:_____________________
                                        Title:

EX-4.1(B)

Exhibit 4.1(b)

================================================================================

                D.R. HORTON, INC. AND THE GUARANTORS NAMED HEREIN

                       SENIOR SUBORDINATED DEBT SECURITIES

                             ----------------------

                                    INDENTURE

                         DATED AS OF SEPTEMBER 11, 2000

                             ----------------------

                AMERICAN STOCK TRANSFER & TRUST COMPANY, TRUSTEE

================================================================================



                              CROSS-REFERENCE TABLE

           This Cross-Reference Table is not a part of the Indenture.



  TIA                                                                               Indenture
Section                                                                              Section
- -------                                                                              -------
                                                                             
310(a)(1)..................................................................     7.10
(a)(2).....................................................................     7.10
(a)(3).....................................................................     N.A.
(a)(4).....................................................................     N.A.
(b)   .....................................................................     7.08; 7.10; 11.02
311(a).....................................................................     7.11
(b)   .....................................................................     7.11
(c)   .....................................................................     N.A.
312(a).....................................................................     2.05
(b)   .....................................................................     11.03
(c)   .....................................................................     11.03
313(a).....................................................................     7.06
(b)(1).....................................................................     N.A.
(b)(2).....................................................................     7.06
(c)   .....................................................................     11.02
(d)   .....................................................................     7.06
314(a).....................................................................     4.03; 11.02
(b)   .....................................................................     N.A.
(c)(1).....................................................................     11.04
(c)(2).....................................................................     11.04
(c)(3).....................................................................     N.A.
(d)   .....................................................................     N.A.
(e)   .....................................................................     11.05
315(a).....................................................................     7.01(b)
(b)   .....................................................................     7.05; 11.02
(c)   .....................................................................     7.01(a)
(d)   .....................................................................     7.01(c)
(e)   .....................................................................     6.11
316(a)(last sentence)......................................................     11.06
(a)(1)(A)..................................................................     6.05
(a)(1)(B)..................................................................     6.04
(a)(2).....................................................................     N.A.
(b)   .....................................................................     6.07
317(a)(1)..................................................................     6.08
(a)(2).....................................................................     6.09
(b)   .....................................................................     2.04
318(a).....................................................................     11.01


- ---------------------------
N.A. means Not Applicable.



                                TABLE OF CONTENTS

             This Table of Contents is not a part of the Indenture.



                                                                                           Page
                                                                                           ----
                                                                                        
                                       ARTICLE ONE

                       Definitions and Incorporation by Reference

Section 1.01.      Definitions.........................................................      1
Section 1.02.      Other Definitions...................................................     10
Section 1.03.      Incorporation by Reference of Trust Indenture Act...................     11
Section 1.04.      Rules of Construction...............................................     11

                                       ARTICLE TWO

                                     The Securities

Section 2.01.      Form and Dating.....................................................     12
Section 2.02.      Execution and Authentication........................................     13
Section 2.03.      Registrar and Paying Agent..........................................     14
Section 2.04.      Paying Agent to Hold Money in Trust.................................     14
Section 2.05.      Securityholder Lists................................................     15
Section 2.06.      Transfer and Exchange...............................................     15
Section 2.07.      Replacement Securities..............................................     15
Section 2.08.      Outstanding Securities..............................................     16
Section 2.09.      Temporary Securities................................................     16
Section 2.10.      Cancellation........................................................     16
Section 2.11.      Defaulted Interest..................................................     17
Section 2.12.      Treasury Securities.................................................     17
Section 2.13.      CUSIP Numbers.......................................................     17
Section 2.14.      Deposit of Moneys...................................................     17
Section 2.15.      Book-Entry Provisions for Global Security...........................     18

                                      ARTICLE THREE

                                       Redemption

Section 3.01.      Notices to Trustee..................................................     19
Section 3.02.      Selection of Securities to Be Redeemed..............................     19
Section 3.03.      Notice of Redemption................................................     20
Section 3.04.      Effect of Notice of Redemption......................................     20


                                       i


                                                                                        
Section 3.05.    Deposit of Redemption Price...........................................    21
Section 3.06.    Securities Redeemed in Part...........................................    21

                                      ARTICLE FOUR

                                        Covenants

Section 4.01.    Payment of Securities.................................................    21
Section 4.02.    Maintenance of Office or Agency.......................................    21
Section 4.03.    Compliance Certificate................................................    21
Section 4.04.    Payment of Taxes; Maintenance of Corporate Existence; Maintenance of
                    Properties.........................................................    22
Section 4.05.    Additional Guarantors.................................................    23
Section 4.06.    Waiver of Stay, Extension or Usury Laws...............................    23
Section 4.07.    Limitation on Senior Subordinated Indebtedness........................    23

                                      ARTICLE FIVE

                                  Successor Corporation

Section 5.01.    When Company May Merge, etc...........................................    24

                                       ARTICLE SIX

                                  Defaults and Remedies

Section 6.01.    Events of Default.....................................................    24
Section 6.02.    Acceleration..........................................................    27
Section 6.03.    Other Remedies........................................................    27
Section 6.04.    Waiver of Existing Defaults...........................................    27
Section 6.05.    Control by Majority...................................................    28
Section 6.06.    Limitation on Suits...................................................    28
Section 6.07.    Rights of Holders to Receive Payment..................................    28
Section 6.08.    Collection Suit by Trustee............................................    29
Section 6.09.    Trustee May File Proofs of Claim......................................    29
Section 6.10.    Priorities............................................................    29
Section 6.11.    Undertaking for Costs.................................................    30

                                      ARTICLE SEVEN

                                         Trustee

Section 7.01.    Duties of Trustee.....................................................    30
Section 7.02.    Rights of Trustee.....................................................    31
Section 7.03.    Individual Rights of Trustee..........................................    32



                                       ii


                                                                                        
Section 7.04.    Trustee's Disclaimer..................................................    32
Section 7.05.    Notice of Defaults....................................................    33
Section 7.06.    Reports by Trustee to Holders.........................................    33
Section 7.07.    Compensation and Indemnity............................................    33
Section 7.08.    Replacement of Trustee................................................    34
Section 7.09.    Successor Trustee by Merger, etc......................................    35
Section 7.10.    Eligibility; Disqualification.........................................    35
Section 7.11.    Preferential Collection of Claims Against Company.....................    35

                                      ARTICLE EIGHT

                                 Discharge of Indenture

Section 8.01.    Defeasance upon Deposit of Moneys or U.S. Government Obligations......    35
Section 8.02.    Survival of the Company's Obligations.................................    38
Section 8.03.    Application of Trust Money............................................    38
Section 8.04.    Repayment to the Company..............................................    39
Section 8.05.    Reinstatement.........................................................    39

                                      ARTICLE NINE

                                       Guarantees

Section 9.01.    Unconditional Guarantees..............................................    39
Section 9.02.    Severability..........................................................    40
Section 9.03.    Release of a Guarantor................................................    41
Section 9.04.    Limitation of a Guarantor's Liability.................................    41
Section 9.05.    Guarantors May Consolidate, etc., on Certain Terms....................    42
Section 9.06.    Contribution..........................................................    42
Section 9.07.    Waiver of Subrogation.................................................    42
Section 9.08.    Execution of Guarantee................................................    43

                                       ARTICLE TEN

                           Amendments, Supplements and Waivers

Section 10.01.   Without Consent of Holders............................................    43
Section 10.02.   With Consent of Holders...............................................    44
Section 10.03.   Compliance with Trust Indenture Act...................................    45
Section 10.04.   Revocation and Effect of Consents.....................................    45
Section 10.05.   Notation on or Exchange of Securities.................................    46



                                      iii


                                                                                        
Section 10.06.   Trustee to Sign Amendments, etc.......................................    46

                                     ARTICLE ELEVEN

                                      Miscellaneous

Section 11.01.   Trust Indenture Act Controls..........................................    47
Section 11.02.   Notices...............................................................    47
Section 11.03.   Communications by Holders with Other Holders..........................    48
Section 11.04.   Certificate and Opinion as to Conditions Precedent....................    48
Section 11.05.   Statements Required in Certificate or Opinion.........................    48
Section 11.06.   Rules by Trustee and Agents...........................................    49
Section 11.07.   Legal Holidays........................................................    49
Section 11.08.   Governing Law.........................................................    49
Section 11.09.   No Adverse Interpretation of Other Agreements.........................    49
Section 11.10.   No Recourse Against Others............................................    49
Section 11.11.   Successors and Assigns................................................    49
Section 11.12.   Duplicate Originals...................................................    49
Section 11.13.   Severability..........................................................    50

                                     ARTICLE TWELVE

                               Subordination of Securities

Section 12.01.   Securities Subordinated to Senior Indebtedness........................    50
Section 12.02.   No Payment on Securities in Certain Circumstances.....................    50
Section 12.03.   Payment Over of Proceeds upon Dissolution, etc........................    51
Section 12.04.   Subrogation...........................................................    53
Section 12.05.   Obligations of Company Unconditional..................................    53
Section 12.06.   Notice to Trustee.....................................................    54
Section 12.07.   Reliance on Judicial Order or Certificate of Liquidating Agent........    55
Section 12.08.   Trustee's Relation to Senior Indebtedness.............................    55
Section 12.09.   Subordination Rights Not Impaired by Acts or Omissions of the
                    Company or Holders of Senior Indebtedness..........................    55
Section 12.10.   Securityholders Authorize Trustee to Effectuate Subordination of
                    Securities.........................................................    56
Section 12.11.   This Article Not to Prevent Events of Default.........................    56
Section 12.12.   Trustee's Compensation Not Prejudiced.................................    56
Section 12.13.   No Waiver of Subordination Provisions.................................    56



                                       iv


                                                                                        
Section 12.14.   Certain Payments May Be Paid Prior to Dissolution.....................    57

                                    ARTICLE THIRTEEN

                               Subordination of Guarantee

Section 13.01.   Guarantee Obligations Subordinated to Guarantor Senior Indebtedness...    57
Section 13.02.   No Payment on Guarantees in Certain Circumstances.....................    57
Section 13.03.   Payment Over of Proceeds upon Dissolution, etc........................    59
Section 13.04.   Subrogation...........................................................    60
Section 13.05.   Obligations of Guarantors Unconditional...............................    61
Section 13.06.   Notice to Trustee.....................................................    61
Section 13.07.   Reliance on Judicial Order or Certificate of Liquidating Agent........    62
Section 13.08.   Trustee's Relation to Guarantor Senior Indebtedness...................    63
Section 13.09.   Subordination Rights Not Impaired by Acts or Omissions of the
                    Guarantors or Holders of Guarantor Senior Indebtedness.............    63
Section 13.10.   Securityholders Authorize Trustee to Effectuate Subordination of
                    Guarantee..........................................................    63
Section 13.11.   This Article Not to Prevent Events of Default.........................    64
Section 13.12.   Trustee's Compensation Not Prejudiced.................................    64
Section 13.13.   No Waiver of Guarantee Subordination Provisions.......................    64
Section 13.14.   Certain Payments May Be Paid Prior to Dissolution.....................    64
Signatures.............................................................................    68



EXHIBIT A - Form of Security


                                       v


            INDENTURE dated as of September 11, 2000, by and among D.R. HORTON,
INC., a Delaware corporation (the "Company"), each of the Guarantors (as defined
in Section 1.01 below) and AMERICAN STOCK TRANSFER & TRUST COMPANY, as trustee
(the "Trustee").

            Each party agrees as follows for the benefit of the other party and
for the equal and ratable benefit of the Holders of the Company's debt
securities issued under this Indenture (the "Securities"):

                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01. Definitions.

            "Affiliate" means, when used with reference to a specified Person,
any Person directly or indirectly controlling or controlled by or under direct
or indirect common control with the Person specified.

            "Agent" means any Registrar, Paying Agent or co-Registrar or agent
for service of notices and demands.

            "Attributable Debt" means, with respect to any Capitalized Lease
Obligations, the capitalized amount thereof determined in accordance with GAAP.

            "Authorizing Resolution" means a resolution adopted by the Board of
Directors or by an Officer or committee of Officers pursuant to Board delegation
authorizing a Series of Securities.

            "Bankruptcy Law" means title 11 of the United States Code, as
amended, or any similar federal or state law for the relief of debtors.

            "Board of Directors" means the Board of Directors of the Company or
any authorized committee thereof.

            "Capital Stock" means, with respect to any Person, any and all
shares, interests, participations or other equivalents (however designated) of
or in such Person's capital stock or other equity interests, and options, rights
or warrants to purchase such capital stock or other equity interests, whether
now outstanding or issued after the Issue Date, including, without limitation,
all Disqualified Stock and Preferred Stock.

            "Capitalized Lease Obligations" of any Person means the obligations
of such Person to pay rent or other amounts under a lease that is required to be
capitalized for


                                      -2-

financial reporting purposes in accordance with GAAP, and the amount of such
obligations will be the capitalized amount thereof determined in accordance with
GAAP.

            "Change of Control Provisions" has the meaning set forth in the
definition of "Disqualified Stock" below.

            "Company" means the party named as such in this Indenture until a
successor replaces it pursuant to this Indenture and thereafter means the
successor.

            "Credit Facilities" means, collectively, each of the credit
facilities and guidance lines of credit of the Company or one or more Restricted
Subsidiaries in existence on the date of this Indenture and one or more other
facilities or guidance lines of credit among or between the Company or one or
more Restricted Subsidiaries and one or more lenders pursuant to which the
Company or any Restricted Subsidiary may incur indebtedness for working capital
and general corporate purposes (including acquisitions), as any such facility or
line of credit may amended, restated, supplemented or otherwise modified from
time to time, and includes any agreement extending the maturity of, increasing
the amount of, or restructuring, all or any portion of the Indebtedness under
such facility or line of credit or any successor facilities or lines of credit
and includes any facility or line of credit with one or more lenders refinancing
or replacing all or any portion of the Indebtedness under such facility or line
of credit or any successor facility or line of credit.

            "Currency Agreement" of any Person means any foreign exchange
contract, currency swap agreement or other similar agreement or arrangement
designed to protect such Person or any of its Subsidiaries against fluctuations
in currency values.

            "Default" means any event, act or condition that is, or after notice
or the passage of time or both would be, an Event of Default.

            "Designated Senior Indebtedness" means any Senior Indebtedness (a)
under any of the Credit Facilities or (b) which, at the time of determination,
has an aggregate commitment or principal amount outstanding of at least $25.0
million if the instrument governing such Senior Indebtedness expressly states
that such Indebtedness is "Designated Senior Indebtedness" for purposes of this
Indenture and a Board Resolution setting forth such designation by the Company
has been filed with the Trustee.

            "Disqualified Stock" means any Capital Stock that, by its terms (or
by the terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, (i) matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable
at the option of the holder thereof, in whole or in part, on or prior to the
final maturity date of the Securities of the applicable Series or (ii) is
convertible into or exchangeable or exercisable for (whether at the option of
the issuer or the holder thereof) (a) debt securities or (b) any Capital Stock
referred to in (i) above, in each case,


                                      -3-

at any time prior to the final maturity date of the Securities of the applicable
Series; provided, however, that any Capital Stock that would not constitute
Disqualified Stock but for provisions thereof giving holders thereof (or the
holders of any security into or for which such Capital Stock is convertible,
exchangeable or exercisable) the right to require the Company to repurchase or
redeem such Capital Stock upon the occurrence of a change of control occurring
prior to the final maturity date of the Securities of the applicable Series
shall not constitute Disqualified Stock if the change of control provisions
applicable to such Capital Stock are no more favorable to such holders than any
provisions described in the Authorizing Resolution or supplemental indenture
pertaining to the Securities of the applicable Series ("Change of Control
Provisions") and such Capital Stock specifically provides that the Company will
not repurchase or redeem any such Capital Stock pursuant to such provisions
prior to the Company's repurchase of the Securities of the applicable Series to
the extent required pursuant to any such Change of Control Provisions.

            "GAAP" means generally accepted accounting principles set forth in
the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession of the United States, as in effect on the date of this
Indenture.

            "Guarantee" means the guarantee of the Securities by each Guarantor
under this Indenture.

            "Guarantor Senior Indebtedness" means, with respect to any
Guarantor, at any date, whether currently existing or hereafter incurred, (a)
all obligations under the Credit Facilities (whether for principal, interest,
fees, expenses or indemnities), (b) all indebtedness of such Guarantor for
borrowed money or under any reimbursement obligation relating to a letter of
credit or other similar instruments or evidenced by bond, note, debenture or
similar instrument, or such indebtedness of others guaranteed by the applicable
Guarantor (to the extent of the guarantee), and Capitalized Lease Obligations,
including principal, premium, if any, and interest (including Post-Petition
Interest) on such indebtedness, unless the instrument under which such
indebtedness is incurred expressly provides that such indebtedness is not senior
or superior in right of payment to such Guarantor's Guarantee, and all renewals,
extensions, modifications, amendments or refinancings thereof, (c) all
obligations of such Guarantor under Interest Protection Agreements, (d) all
obligations of such Guarantor under Currency Agreements and (e) all obligations
of such Guarantor with respect to the Company's 8% Senior Notes due 2009, 8 3/8%
Senior Notes due 2004 and 10 1/2% Senior Notes due 2005 under an indenture dated
June 9, 1997. Notwithstanding the foregoing, Guarantor Senior Indebtedness shall
not include (i) to the extent that it may constitute indebtedness, any
obligation for federal, state, local or other taxes; (ii) any indebtedness
between such Guarantor and any Subsidiary of such Guarantor or any Unrestricted
Subsidiary of the Company; (iii) to


                                      -4-

the extent that it may constitute indebtedness, any obligation in respect of any
trade payable incurred for the purchase of goods or materials, or for services
obtained, in the ordinary course of business; (iv) that portion of any
indebtedness that is incurred in violation of this Indenture; (v) indebtedness
evidenced by such Guarantor's Guarantee of the Securities; (vi) indebtedness of
such Guarantor that is expressly subordinate or junior in right of payment to
any other indebtedness of such Guarantor; and (vii) to the extent that it may
constitute indebtedness, any obligation owing under leases (other than
Capitalized Lease Obligations).

            "Guarantors" means (i) initially, each of:

      DRHI, Inc., a Delaware corporation;
      Meadows I, Ltd., a Delaware corporation;
      Meadows II, Ltd., a Delaware corporation;
      Meadows IX, Inc., a New Jersey corporation;
      Meadows X, Inc., a New Jersey corporation;
      D.R. Horton, Inc.-Minnesota, a Delaware corporation;
      D.R. Horton, Inc.-Greensboro, a Delaware corporation;
      D.R. Horton, Inc.-Birmingham, an Alabama corporation;
      D.R. Horton, Inc.-Chicago, a Delaware corporation;
      D.R. Horton, Inc.-San Diego, a Delaware corporation;
      D.R. Horton, Inc.-New Jersey, a Delaware corporation;
      D.R. Horton, Inc.-Torrey, a Delaware corporation;
      DRH Construction, Inc., a Delaware corporation;
      D.R. Horton, Inc.-Louisville, a Delaware corporation;
      D.R. Horton, Inc.-Denver, a Delaware corporation;
      D.R. Horton San Diego Holding Company, Inc., a California corporation;
      D.R. Horton Los Angeles Holding Company, Inc., a California corporation;
      SGS Communities at Grande Quay, L.L.C., a New Jersey limited liability
        company;
      D.R. Horton Management Company, Ltd., a Texas limited partnership;
      D.R. Horton-Texas, Ltd., a Texas limited partnership;
      D.R. Horton, Inc.-Sacramento, a California corporation;
      DRH Cambridge Homes, Inc., a California corporation;
      C. Richard Dobson Builders, Inc., a Virginia corporation;
      DRH Tucson Construction, Inc., a Delaware corporation;
      Continental Homes, Inc., a Delaware corporation;
      KDB Homes, Inc., a Delaware corporation;
      Continental Residential, Inc., a Delaware corporation;
      Continental Homes of Florida, Inc., a Florida corporation;
      CHI Construction Company, an Arizona corporation;
      CHTEX of Texas, Inc., a Delaware corporation;
      CH Investments of Texas, Inc., a Delaware corporation;
      Continental Homes of Texas, L.P., a Texas limited partnership;


                                      -5-

      D.R. Horton, Inc.-Portland, a Delaware corporation;

and (ii) each of the Company's Subsidiaries which becomes a guarantor of the
Securities pursuant to the provisions of this Indenture.

            "Holder" means the Person in whose name a Security is registered in
the books of the Registrar for the Notes.

            "Indebtedness" of any Person means, without duplication, (i) any
liability of such Person (a) for borrowed money or under any reimbursement
obligation relating to a letter of credit or other similar instruments (other
than standby letters of credit issued for the benefit of, or surety,
performance, completion or payment bonds, earnest money notes or similar purpose
undertakings or indemnifications issued by, such Person in the ordinary course
of business), (b) evidenced by a bond, note, debenture or similar instrument
(including a purchase money obligation) given in connection with the acquisition
of any businesses, properties or assets of any kind or with services incurred in
connection with capital expenditures (other than any obligation to pay a
contingent purchase price which, as of the date of incurrence thereof, is not
required to be recorded as a liability in accordance with GAAP), or (c) in
respect of Capitalized Lease Obligations (to the extent of the Attributable Debt
in respect thereof), (ii) any Indebtedness of others that such Person has
guaranteed to the extent of the guarantee, (iii) to the extent not otherwise
included, the obligations of such Person under Currency Agreements or Interest
Protection Agreements to the extent recorded as liabilities not constituting
Interest Incurred, net of amounts recorded as assets in respect of such
agreements, in accordance with GAAP, and (iv) all Indebtedness of others secured
by a Lien on any asset of such Person, whether or not such Indebtedness is
assumed by such Person; provided, that Indebtedness shall not include accounts
payable, liabilities to trade creditors of such Person or other accrued expenses
arising in the ordinary course of business. The amount of Indebtedness of any
Person at any date shall be (a) the outstanding balance at such date of all
unconditional obligations as described above, net of any unamortized discount to
be accounted for as Interest Expense, in accordance with GAAP, (b) the maximum
liability of such Person for any contingent obligations under clause (ii) above
at such date, net of any unamortized discount to be accounted for as Interest
Expense in accordance with GAAP, and (c) in the case of clause (iv) above, the
lesser of (1) the fair market value of any asset subject to a Lien securing the
Indebtedness of others on the date that the Lien attaches and (2) the amount of
the Indebtedness secured.

            "Indenture" means this Indenture as amended or supplemented from
time to time, including pursuant to any Authorizing Resolution or supplemental
indenture pertaining to any Series.

            "Insolvency or Liquidation Proceeding" means, with respect to any
Person, any liquidation, dissolution or winding up of such Person, or any
bankruptcy, reorganization,


                                      -6-

insolvency, receivership or similar proceeding with respect to such Person,
whether voluntary or involuntary.

            "Interest Expense" of any Person for any period means, without
duplication, the aggregate amount of (i) interest which, in conformity with
GAAP, would be set opposite the caption "interest expense" or any like caption
on an income statement for such Person (including, without limitation, imputed
interest included in Capitalized Lease Obligations, all commissions, discounts
and other fees and charges owed with respect to letters of credit and bankers'
acceptance financing, the net costs (but reduced by net gains) associated with
Currency Agreements and Interest Protection Agreements, amortization of other
financing fees and expenses, the interest portion of any deferred payment
obligation, amortization of discount or premium, if any, and all other noncash
interest expense other than interest and other charges amortized to cost of
sales), and (ii) all interest actually paid by the Company or a Restricted
Subsidiary under any guarantee of Indebtedness (including, without limitation, a
guarantee of principal, interest or any combination thereof) of any Person other
than the Company or any Restricted Subsidiary during such period; provided, that
Interest Expense shall exclude any expense associated with the complete
write-off of financing fees and expenses in connection with the repayment of any
Indebtedness.

            "Interest Protection Agreement" of any Person means any interest
rate swap agreement, interest rate collar agreement, option or futures contract
or other similar agreement or arrangement designed to protect such Person or any
of its Subsidiaries against fluctuations in interest rates with respect to
Indebtedness permitted to be incurred under this Indenture.

            "Investments" of any Person means (i) all investments by such Person
in any other Person in the form of loans, advances or capital contributions,
(ii) all guarantees of Indebtedness or other obligations of any other Person by
such Person, (iii) all purchases (or other acquisitions for consideration) by
such Person of Indebtedness, Capital Stock or other securities of any other
Person and (iv) all other items that would be classified as investments in any
other Person (including, without limitation, purchases of assets outside the
ordinary course of business) on a balance sheet of such Person prepared in
accordance with GAAP.

            "Issue Date" means, with respect to any Series of Securities, the
date on which the Securities of such Series are originally issued under this
Indenture.

            "Lien" means, with respect to any Property, any mortgage, lien,
pledge, charge, security interest or encumbrance of any kind in respect of such
Property. For purposes of this definition, a Person shall be deemed to own,
subject to a Lien, any Property which it has acquired or holds subject to the
interest of a vendor or lessor under any conditional sale agreement, capital
lease or other title retention agreement relating to such Property.


                                      -7-

            "Non-Recourse Indebtedness" with respect to any Person means
Indebtedness of such Person for which (i) the sole legal recourse for collection
of principal and interest on such Indebtedness is against the specific property
identified in the instruments evidencing or securing such Indebtedness and such
property was acquired with the proceeds of such Indebtedness or such
Indebtedness was incurred within 90 days after the acquisition of such property
and (ii) no other assets of such Person may be realized upon in collection of
principal or interest on such Indebtedness. Indebtedness which is otherwise
Non-Recourse Indebtedness will not lose its character as Non-Recourse
Indebtedness because there is recourse to the borrower, any guarantor or any
other Person for (i) environmental warranties and indemnities, or (ii)
indemnities for and liabilities arising from fraud, misrepresentation,
misapplication or non-payment of rents, profits, insurance and condemnation
proceeds and other sums actually received by the borrower from secured assets to
be paid to the lender, waste and mechanics' liens.

            "Officer" means the Chairman of the Board, the President, any Vice
President, the Treasurer, the Controller or the Secretary of the Company.

            "Officers' Certificate" means a certificate signed by two Officers
or by an Officer and an Assistant Treasurer or an Assistant Secretary of the
Company.

            "Opinion of Counsel" means a written opinion from legal counsel who
is reasonably acceptable to the Trustee. The counsel may be an employee of or
counsel to the Company or the Trustee.

            "Permitted Junior Securities" means any securities of the Company or
any other Person that are (i) Capital Stock or (ii) subordinated in right of
payment to all Senior Indebtedness or Guarantor Senior Indebtedness, as the case
may be, that may at the time be outstanding, to substantially the same extent
as, or to a greater extent than, the Securities are subordinated as provided in
this Indenture; provided (a) such securities are not entitled to the benefits of
covenants or defaults materially more beneficial to the holders of such
securities than those in effect with respect to the Securities on the Issue Date
and (b) such securities do not provide for amortization (including sinking fund
and mandatory prepayment provisions) commencing prior to the date six months
following the final scheduled maturity date of the Senior Indebtedness or
Guarantor Senior Indebtedness, as the case may be (as modified by the plan of
reorganization or readjustment pursuant to which such securities are issued).

            "Person" means any individual, corporation, partnership, limited
liability company, joint venture, incorporated or unincorporated association,
joint stock company, trust, unincorporated organization or government or any
agency or political subdivision thereof.

            "Post-Petition Interest" means interest on any Senior Indebtedness
accruing subsequent to events of bankruptcy of the Company and its Subsidiaries
at the rate provided


                                      -8-

in the document evidencing such Senior Indebtedness, whether or not such
interest is an allowed claim enforceable against the debtor in a bankruptcy case
under bankruptcy law.

            "Preferred Stock" of any Person means all Capital Stock of such
Person which has a preference in liquidation or with respect to the payment of
dividends.

            "principal" of a debt security means the principal of the security
plus, when appropriate, the premium, if any, on the security.

            "Property" of any Person means all types of real, personal,
tangible, intangible or mixed property owned by such Person, whether or not
included in the most recent consolidated balance sheet of such Person and its
Subsidiaries under GAAP.

            "Restricted Subsidiary" means any Subsidiary of the Company which is
not an Unrestricted Subsidiary.

            "SEC" means the Securities and Exchange Commission or any successor
agency performing the duties now assigned to it under the TIA.

            "Securities" means any Securities that are issued under this
Indenture.

            "Senior Indebtedness" means, at any date, whether currently existing
or hereafter incurred, (a) all obligations under the Credit Facilities (whether
for principal, interest, fees, expenses or indemnities), (b) all indebtedness of
the Company for borrowed money or under any reimbursement obligation relating to
a letter of credit or other similar instruments or evidenced by a bond, note,
debenture or similar instrument, or such indebtedness of others guaranteed by
the Company (to the extent of the guarantee), and Capitalized Lease Obligations,
including principal, premium, if any, and interest (including Post-Petition
Interest) on such indebtedness, unless the instrument under which such
indebtedness is incurred expressly provides that such indebtedness is not senior
or superior in right of payment to the Securities, and all renewals, extensions,
modifications, amendments or refinancings thereof; (c) all obligations of the
Company under Interest Protection Agreements; (d) all obligations of the Company
under Currency Agreements; and (e) all obligations of the Company under the
Company's 8% Senior Notes due 2009, 83/8% Senior Notes due 2004, and 10-1/2%
Senior Notes due 2005 under an indenture dated June 9, 1997. Notwithstanding the
foregoing, Senior Indebtedness shall not include (i) to the extent that it may
constitute indebtedness, any obligation for federal, state, local or other
taxes; (ii) any indebtedness between the Company and any Subsidiary of the
Company; (iii) to the extent that it may constitute indebtedness, any obligation
in respect of any trade payable incurred for the purchase of goods or materials,
or for services obtained, in the ordinary course of business; (iv) that portion
of any indebtedness that is incurred in violation of this Indenture; (v)
indebtedness evidenced by the Securities; (vi) indebtedness of the Company that
is expressly subordinate or junior in right of payment to any other indebtedness
of the Company;


                                      -9-

and (vii) to the extent that it may constitute indebtedness, any obligation
owing under leases (other than Capitalized Lease Obligations).

            "Series" means a series of Securities established under this
Indenture.

            "Significant Subsidiary" means any Subsidiary of the Company which
would constitute a "significant subsidiary" as defined in Rule 1-02 of
Regulation S-X under the Securities Act and the Exchange Act.

            "Subsidiary" of any Person means any corporation or other entity of
which a majority of the Capital Stock having ordinary voting power to elect a
majority of the Board of Directors or other persons performing similar functions
is at the time directly or indirectly owned or controlled by such Person.

            "TIA" means the Trust Indenture Act of 1939, as in effect from time
to time.

            "Trust Officer" means the Chairman of the Board, the President, any
Vice President or any other officer or assistant officer of the Trustee assigned
by the Trustee to administer its corporate trust matters.

            "Trustee" means the party named as such in this Indenture until a
successor replaces it pursuant to this Indenture and thereafter means the
successor serving hereunder.

            "United States" means the United States of America.

            "Unrestricted Subsidiary" means any Subsidiary of the Company so
designated by a resolution adopted by the Board of Directors of the Company or a
duly authorized committee thereof as provided below; provided that (a) the
holders of Indebtedness thereof do not have direct or indirect recourse against
the Company or any Restricted Subsidiary, and neither the Company nor any
Restricted Subsidiary otherwise has liability for, any payment obligations in
respect of such Indebtedness (including any undertaking, agreement or instrument
evidencing such Indebtedness), except (i) in the case of Non-Recourse
Indebtedness, to the extent such recourse or liability is for the matters
discussed in the last sentence of the definition of "Non-Recourse Indebtedness,"
or (ii) to the extent such Indebtedness is a guarantee by such Subsidiary of
Indebtedness of the Company or a Restricted Subsidiary, and (b) no holder of any
Indebtedness of such Subsidiary shall have a right to declare a default on such
Indebtedness or cause the payment thereof to be accelerated or payable prior to
its stated maturity as a result of a default on any Indebtedness of the Company
or any Restricted Subsidiary. Subject to the foregoing, the Board of Directors
of the Company or a duly authorized committee thereof may designate any
Subsidiary to be an Unrestricted Subsidiary; provided, however, that after
giving effect to such designation, no Default or Event of Default shall have
occurred or be continuing. In accordance with the foregoing, and not in
limitation thereof, Investments made by any Person in any Subsidiary of


                                      -10-

such Person prior to such Person's merger with the Company or any Restricted
Subsidiary (but not in contemplation or anticipation of such merger) shall not
be counted as an Investment by the Company or such Restricted Subsidiary if such
Subsidiary of such Person is designated as an Unrestricted Subsidiary. The Board
of Directors of the Company or a duly authorized committee thereof may also
redesignate an Unrestricted Subsidiary to be a Restricted Subsidiary; provided,
however, that after giving effect to such designation, no Default or Event of
Default shall have occurred or be continuing. The Board of Directors of the
Company or a duly authorized committee thereof may also redesignate an
Unrestricted Subsidiary to be a Restricted Subsidiary. Any such designation or
redesignation by the Board of Directors of the Company or a committee thereof
will be evidenced to the Trustee by the filing with the Trustee of a certified
copy of the resolution of the Board of Directors of the Company or a committee
thereof giving effect to such designation or redesignation and an Officers'
Certificate certifying that such designation or redesignation complied with the
foregoing conditions and setting forth the underlying calculations of such
Officers' Certificate. The designation of any Person as an Unrestricted
Subsidiary shall be deemed to include a designation of all Subsidiaries of such
Person as Unrestricted Subsidiaries; provided, however, that the ownership of
the general partnership interest (or a similar member's interest in a limited
liability company) by an Unrestricted Subsidiary shall not cause a Subsidiary of
the Company of which more than 95% of the equity interest is held by the Company
or one or more Restricted Subsidiaries to be deemed an Unrestricted Subsidiary.

            "U.S. government obligations" means securities which are (i) direct
obligations of the United States for the payment of which its full faith and
credit is pledged or (ii) obligations of a Person controlled or supervised by
and acting as an agency or instrumentality of the United States the payment of
which is unconditionally guaranteed as a full faith and credit obligation by the
United States, which, in either case, are not callable or redeemable at the
option of the issuer thereof, and shall also include a depositary receipt issued
by a bank or trust company as custodian with respect to any such U.S. government
obligations or a specific payment of interest on or principal of any such U.S.
government obligation held by such custodian for the account of the holder of a
depositary receipt; provided that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of
such depositary receipt from any amount received by the custodian in respect of
the U.S. government obligation or the specific payment of interest on or
principal of the U.S. government obligation evidenced by such depositary
receipt.

Section 1.02. Other Definitions.



                                                                                                Defined in
Term                                                                                             Section
- ----                                                                                             -------
                                                                                             
"Agent Members".....................................................................               2.15
"Business Day"......................................................................              11.07



                                      -11-

                                                                                               
"Custodian".........................................................................               6.01
"Depository"........................................................................               2.15
"Event of Default"..................................................................               6.01
"Legal Holiday".....................................................................              11.07
"Paying Agent"......................................................................               2.03
"Registrar".........................................................................               2.03



Section 1.03. Incorporation by Reference of Trust Indenture Act.

            Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture. The
following TIA terms used in this Indenture have the following meanings:

            "Commission" means the SEC.

            "indenture securities" means the Securities.

            "indenture security holder" means a Securityholder.

            "indenture to be qualified" means this Indenture.

            "indenture trustee" or "institutional trustee" means the Trustee.

            "obligor" on the indenture securities means the Company, each of the
Guarantors, or any other obligor on the Securities of a Series or any Guarantees
thereof.

            All other TIA terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by SEC rule have the
meanings so assigned to them.

Section 1.04. Rules of Construction.

            Unless the context otherwise requires:

            (1) a term has the meaning assigned to it;

            (2) an accounting term not otherwise defined has the meaning
      assigned to it in accordance with GAAP;

            (3) "or" is not exclusive;

            (4) words in the singular include the plural, and in the plural
      include the singular; and


                                      -12-

            (5) provisions apply to successive events and transactions.

                                   ARTICLE TWO

                                 THE SECURITIES

Section 2.01. Form and Dating.

            The aggregate principal amount of Securities that may be issued
under this Indenture is unlimited. The Securities may be issued from time to
time in one or more Series. Each Series shall be created by an Authorizing
Resolution or a supplemental indenture that establishes the terms of the Series,
which may include the following:

            (1)   the title of the Series;

            (2)   the aggregate principal amount (or any limit on the aggregate
                  principal amount) of the Series and, if any Securities of a
                  Series are to be issued at a discount from their face amount,
                  the method of computing the accretion of such discount;

            (3)   the interest rate or method of calculation of the interest
                  rate;

            (4)   the date from which interest will accrue;

            (5)   the record dates for interest payable on Securities of the
                  Series;

            (6)   the dates when, places where and manner in which principal and
                  interest are payable;

            (7)   the Registrar and Paying Agent;

            (8)   the terms of any mandatory (including any sinking fund
                  requirements) or optional redemption by the Company;

            (9)   the terms of any redemption at the option of Holders;

            (10)  the denominations in which Securities are issuable;

            (11)  whether Securities will be issued in registered or bearer form
                  and the terms of any such forms of Securities;

            (12)  whether any Securities will be represented by a global
                  Security and the terms of any such global Security;


                                      -13-

            (13)  the currency or currencies (including any composite currency)
                  in which principal or interest or both may be paid;

            (14)  if payments of principal or interest may be made in a currency
                  other than that in which Securities are denominated, the
                  manner for determining such payments;

            (15)  provisions for electronic issuance of Securities or issuance
                  of Securities in uncertificated form;

            (16)  any Events of Default, covenants and/or defined terms in
                  addition to or in lieu of those set forth in this Indenture;

            (17)  whether and upon what terms Securities may be defeased if
                  different from the provisions set forth in this Indenture;

            (18)  the form of the Securities, which, unless the Authorizing
                  Resolution or supplemental indenture otherwise provides, shall
                  be in the form of Exhibit A;

            (19)  any terms that may be required by or advisable under
                  applicable law;

            (20)  the percentage of the principal amount of the Securities which
                  is payable if the maturity of the Securities is accelerated in
                  the case of Securities issued at a discount from their face
                  amount;

            (21)  whether any Securities will not have Guarantees; and

            (22)  any other terms in addition to or different from those
                  contained in this Indenture.

            All Securities of one Series need not be issued at the same time
and, unless otherwise provided, a Series may be reopened for issuances of
additional Securities of such Series pursuant to an Authorizing Resolution, an
Officers' Certificate or in any indenture supplemental hereto.

            The creation and issuance of a Series and the authentication and
delivery thereof are not subject to any conditions precedent.

Section 2.02. Execution and Authentication.

            Two Officers shall sign the Securities for the Company by manual or
facsimile signature. The Company's seal shall be reproduced on the Securities.
Each Guarantor shall execute the Guarantee in the manner set forth in Section
9.08.


                                      -14-

            If an Officer whose signature is on a Security no longer holds that
office at the time the Trustee authenticates the Security, the Security shall
nevertheless be valid.

            A Security shall not be valid until the Trustee manually signs the
certificate of authentication on the Security. The signature shall be conclusive
evidence that the Security has been authenticated under this Indenture.

            The Trustee shall authenticate Securities for original issue upon
receipt of an Officers' Certificate of the Company. Each Security shall be dated
the date of its authentication.

Section 2.03. Registrar and Paying Agent.

            The Company shall maintain an office or agency where Securities may
be presented for registration of transfer or for exchange ("Registrar"), an
office or agency where Securities may be presented for payment ("Paying Agent")
and an office or agency where notices and demands to or upon the Company in
respect of the Securities and this Indenture may be served. The Registrar shall
keep a register of the Securities and of their transfer and exchange. The
Company may have one or more co-Registrars and one or more additional paying
agents. The term "Paying Agent" includes any additional paying agent.

            The Company shall enter into an appropriate agency agreement with
any Agent not a party to this Indenture. The agreement shall implement the
provisions of this Indenture that relate to such Agent. The Company shall
promptly notify the Trustee in writing of the name and address of any such Agent
and the Trustee shall have the right to inspect the Securities register at all
reasonable times to obtain copies thereof, and the Trustee shall have the right
to rely upon such register as to the names and addresses of the Holders and the
principal amounts and certificate numbers thereof. If the Company fails to
maintain a Registrar or Paying Agent or fails to give the foregoing notice, the
Trustee shall act as such.

            The Company initially appoints the Trustee as Registrar and Paying
Agent.

Section 2.04. Paying Agent to Hold Money in Trust.

            Each Paying Agent shall hold in trust for the benefit of
Securityholders and the Trustee all money held by the Paying Agent for the
payment of principal of or interest on the Securities, and shall notify the
Trustee of any default by the Company in making any such payment. If the Company
or a Subsidiary acts as Paying Agent, it shall segregate the money and hold it
as a separate trust fund. The Company at any time may require a Paying Agent to
pay all money held by it to the Trustee. Upon doing so the Paying Agent shall
have no further liability for the money.


                                      -15-

Section 2.05. Securityholder Lists.

            The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Securityholders. If the Trustee is not the Registrar, the Company shall furnish
to the Trustee at least 7 Business Days before each semiannual interest payment
date and at such other times as the Trustee may request in writing a list in
such form and as of such date as the Trustee may reasonably require of the names
and addresses of Securityholders.

Section 2.06. Transfer and Exchange.

            Where a Security is presented to the Registrar or a co-Registrar
with a request to register a transfer, the Registrar shall register the transfer
as requested if the requirements of Section 8-401(a) of the New York Uniform
Commercial Code are met. Where Securities are presented to the Registrar or a
co-Registrar with a request to exchange them for an equal principal amount of
Securities of other denominations, the Registrar shall make the exchange as
requested if the same requirements are met. To permit transfers and exchanges,
the Trustee shall authenticate Securities at the Registrar's request. The
Registrar need not transfer or exchange any Security selected for redemption,
except the unredeemed part thereof if the Security is redeemed in part, or
transfer or exchange any Securities for a period of 15 days before a selection
of Securities to be redeemed. Any exchange or transfer shall be without charge,
except that the Company may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in relation thereto except in
the case of exchanges pursuant to 2.09, 3.06, or 10.05 not involving any
transfer.

            Any Holder of a global Security shall, by acceptance of such global
Security, agree that transfers of beneficial interests in such global Security
may be effected only through a book entry system maintained by the Holder of
such global Security (or its agent), and that ownership of a beneficial interest
in the Security shall be required to be reflected in a book entry.

Section 2.07. Replacement Securities.

            If the Holder of a Security claims that the Security has been lost,
destroyed, mutilated or wrongfully taken, the Company shall issue and, upon
written request of any Officer of the Company, the Trustee shall authenticate a
replacement Security, provided in the case of a lost, destroyed or wrongfully
taken Security, that the requirements of Section 8-405 of the New York Uniform
Commercial Code are met. If any such lost, destroyed, mutilated or wrongfully
taken Security shall have matured or shall be about to mature, the Company may,
instead of issuing a substitute Security therefor, pay such Security without
requiring (except in the case of a mutilated Security) the surrender thereof. An
indemnity bond must be sufficient in the judgment of the Company and the Trustee
to protect the Company, the Trustee or any Agent from any loss which any of them
may suffer if a Security is replaced,


                                      -16-

including the acquisition of such Security by a bona fide purchaser. The Company
or the Trustee may charge for its expenses in replacing a Security.

Section 2.08. Outstanding Securities.

            Securities outstanding at any time are all Securities authenticated
by the Trustee except for those cancelled by it and those described in this
Section. A Security does not cease to be outstanding because the Company, any
Guarantor or one of their Affiliates holds the Security.

            If a Security is replaced pursuant to Section 2.07, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

            If the Paying Agent holds on a redemption date or maturity date
money sufficient to pay Securities payable on that date, then on and after that
date such Securities cease to be outstanding and interest on them ceases to
accrue.

            Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.

Section 2.09. Temporary Securities.

            Until definitive Securities are ready for delivery, the Company may
prepare and the Trustee shall authenticate temporary Securities. Temporary
Securities shall be substantially in the form of definitive Securities but may
have variations that the Company considers appropriate for temporary Securities.
Without unreasonable delay, the Company shall prepare and, upon surrender for
cancellation of the temporary Security, the Company and the Guarantors shall
execute and the Trustee shall authenticate definitive Securities in exchange for
temporary Securities. Until so exchanged, the temporary Securities shall in all
respects be entitled to the same benefits under this Indenture as definitive
Securities authenticated and delivered hereunder.

Section 2.10. Cancellation.

            The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Securities surrendered to them for registration of transfer, exchange,
redemption or payment. The Trustee and no one else shall cancel and destroy, or
retain in accordance with its standard retention policy, all Securities
surrendered for registration or transfer, exchange, redemption, paying or
cancellation. Unless the Authorizing Resolution so provides, the Company may not


                                      -17-

issue new Securities to replace Securities that it has previously paid or
delivered to the Trustee for cancellation.

Section 2.11. Defaulted Interest.

            If the Company defaults in a payment of interest on the Securities,
it shall pay the defaulted interest plus any interest payable on the defaulted
interest to the persons who are Securityholders on a subsequent special record
date. The Company shall fix such special record date and a payment date which
shall be reasonably satisfactory to the Trustee. At least 15 days before such
special record date, the Company shall mail to each Securityholder a notice that
states the record date, the payment date and the amount of defaulted interest to
be paid. On or before the date such notice is mailed, the Company shall deposit
with the Paying Agent money sufficient to pay the amount of defaulted interest
to be so paid. The Company may pay defaulted interest in any other lawful manner
if, after notice given by the Company to the Trustee of the proposed payment,
such manner of payment shall be deemed practicable by the Trustee.

Section 2.12. Treasury Securities.

            In determining whether the Holders of the required principal amount
of Securities of a Series have concurred in any direction, waiver, consent or
notice, Securities owned by the Company, the Guarantors or any of their
respective Affiliates shall be considered as though they are not outstanding,
except that for the purposes of determining whether the Trustee shall be
protected in relying on any such direction, waiver or consent, only Securities
which the Trustee actually knows are so owned shall be so considered.

Section 2.13. CUSIP Numbers.

            The Company in issuing the Securities of any Series may use a
"CUSIP" number, and if so, the Trustee shall use the CUSIP number in notices of
redemption or exchange as a convenience to Holders of such Securities; provided
that no representation is hereby deemed to be made by the Trustee as to the
correctness or accuracy of any such CUSIP number printed in the notice or on
such Securities, and that reliance may be placed only on the other
identification numbers printed on such Securities. The Company shall promptly
notify the Trustee of any change in any CUSIP number.

Section 2.14. Deposit of Moneys.

            Prior to 11:00 a.m. New York City time on each interest payment date
and maturity date with respect to each Series of Securities, the Company shall
have deposited with the Paying Agent in immediately available funds money
sufficient to make cash payments due on such interest payment date or maturity
date, as the case may be, in a timely manner which


                                      -18-

permits the Paying Agent to remit payment to the Holders on such interest
payment date or maturity date, as the case may be.

Section 2.15. Book-Entry Provisions for Global Security.

            (a) Any global Security of a Series initially shall (i) be
registered in the name of the depository who shall be identified in the
Authorizing Resolution or supplemental indenture relating to such Securities
(the "Depository") or the nominee of such Depository, (ii) be delivered to the
Trustee as custodian for such Depository and (iii) bear any required legends.

            Members of, or participants in, the Depository ("Agent Members")
shall have no rights under this Indenture with respect to any global Security
held on their behalf by the Depository, or the Trustee as its custodian, or
under the global Security, and the Depository may be treated by the Company, the
Trustee and any agent of the Company or the Trustee as the absolute owner of the
global Security for all purposes whatsoever. Notwithstanding the foregoing,
nothing herein shall prevent the Company, the Trustee or any agent of the
Company or the Trustee from giving effect to any written certification, proxy or
other authorization furnished by the Depository or impair, as between the
Depository and its Agent Members, the operation of customary practices governing
the exercise of the rights of a Holder of any Security.

            (b) Transfers of any global Security shall be limited to transfers
in whole, but not in part, to the Depository, its successors or their respective
nominees. Interests of beneficial owners in the global Security may be
transferred or exchanged for definitive Securities in accordance with the rules
and procedures of the Depository. In addition, definitive Securities shall be
transferred to all beneficial owners in exchange for their beneficial interests
in a global Security if (i) the Depository notifies the Company that it is
unwilling or unable to continue as Depository for the global Security and a
successor depository is not appointed by the Company within 90 days of such
notice or (ii) an Event of Default has occurred and is continuing and the
Registrar has received a request from the Depository to issue definitive
Securities.

            (c) In connection with any transfer or exchange of a portion of the
beneficial interest in any global Security to beneficial owners pursuant to
paragraph (b), the Registrar shall (if one or more definitive Securities are to
be issued) reflect on its books and records the date and a decrease in the
principal amount of the global Security in an amount equal to the principal
amount of the beneficial interest in the global Security to be transferred, and
the Company and the Guarantors shall execute, and the Trustee shall authenticate
and deliver, one or more definitive Securities of like tenor and amount.

            (d) In connection with the transfer of an entire global Security to
beneficial owners pursuant to paragraph (b), the global Security shall be deemed
to be surrendered to the


                                      -19-

Trustee for cancellation, and the Company and the Guarantors shall execute, and
the Trustee shall authenticate and deliver, to each beneficial owner identified
by the Depository in exchange for its beneficial interest in the global
Security, an equal aggregate principal amount of definitive Securities of
authorized denominations.

            (e) The Holder of any global Security may grant proxies and
otherwise authorize any person, including Agent Members and persons that may
hold interests through Agent Members, to take any action which a Holder is
entitled to take under this Indenture or the Securities of such Series.

                                  ARTICLE THREE

                                   REDEMPTION

Section 3.01. Notices to Trustee.

            Securities of a Series that are redeemable prior to maturity shall
be redeemable in accordance with their terms and, unless the Authorizing
Resolution or supplemental indenture provides otherwise, in accordance with this
Article.

            If the Company wants to redeem Securities pursuant to Paragraph 5 of
the Securities, it shall notify the Trustee in writing of the Redemption Date
and the principal amount of Securities to be redeemed. Any such notice may be
cancelled at any time prior to notice of such redemption being mailed to
Holders. Any such cancelled notice shall be void and of no effect.

            If the Company wants to credit any Securities previously redeemed,
retired or acquired against any redemption pursuant to Paragraph 6 of the
Securities, it shall notify the Trustee of the amount of the credit and it shall
deliver any Securities not previously delivered to the Trustee for cancellation
with such notice.

            The Company shall give each notice provided for in this Section 3.01
at least 30 days before the notice of any such redemption is to be mailed to
Holders (unless a shorter notice shall be satisfactory to the Trustee).

Section 3.02. Selection of Securities to Be Redeemed.

            If fewer than all of the Securities of a Series are to be redeemed,
the Trustee shall select the Securities to be redeemed by a method the Trustee
considers fair and appropriate. The Trustee shall make the selection from
Securities outstanding not previously called for redemption and shall promptly
notify the Company of the serial numbers or other identifying attributes of the
Securities so selected. The Trustee may select for redemption portions of the
principal of Securities that have denominations larger than the minimum


                                      -20-

denomination for the Series. Securities and portions of them it selects shall be
in amounts equal to the minimum denomination for the Series or an integral
multiple thereof. Provisions of this Indenture that apply to Securities called
for redemption also apply to portions of Securities called for redemption.

Section 3.03. Notice of Redemption.

            At least 30 days but not more than 60 days before a redemption date,
the Company shall mail a notice of redemption by first-class mail, postage
prepaid, to each Holder of Securities to be redeemed.

            The notice shall identify the Securities to be redeemed and shall
state:

            (1) the redemption date;

            (2) the redemption price;

            (3) the name and address of the Paying Agent;

            (4) that Securities called for redemption must be surrendered to the
      Paying Agent to collect the redemption price;

            (5) that interest on Securities called for redemption ceases to
      accrue on and after the redemption date; and

            (6) that the Securities are being redeemed pursuant to the mandatory
      redemption or the optional redemption provisions, as applicable.

            At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided, however, that the
Company shall deliver to the Trustee at least 15 days prior to the date on which
notice of redemption is to be mailed or such shorter period as may be
satisfactory to the Trustee, an Officers' Certificate requesting that the
Trustee give such notice and setting forth the information to be stated in such
notice as provided in the preceding paragraph.

Section 3.04. Effect of Notice of Redemption.

            Once notice of redemption is mailed, Securities called for
redemption become due and payable on the redemption date and at the redemption
price as set forth in the notice of redemption. Upon surrender to the Paying
Agent, such Securities shall be paid at the redemption price, plus accrued
interest to the redemption date.


                                      -21-

Section 3.05. Deposit of Redemption Price.

            On or before the redemption date, the Company shall deposit with the
Paying Agent immediately available funds sufficient to pay the redemption price
of and accrued interest on all Securities to be redeemed on that date.

Section 3.06. Securities Redeemed in Part.

            Upon surrender of a Security that is redeemed in part, the Company
and the Guarantors shall execute and the Trustee shall authenticate for each
Holder a new Security equal in principal amount to the unredeemed portion of the
Security surrendered.

                                  ARTICLE FOUR

                                    COVENANTS

Section 4.01. Payment of Securities.

            The Company shall pay the principal of and interest on a Series on
the dates and in the manner provided in the Securities of the Series. An
installment of principal or interest shall be considered paid on the date it is
due if the Paying Agent holds on that date money designated for and sufficient
to pay the installment.

            The Company shall pay interest on overdue principal at the rate
borne by the Series; it shall pay interest on overdue installments of interest
at the same rate.

Section 4.02. Maintenance of Office or Agency.

            The Company shall maintain the office or agency required under
Section 2.03. The Company shall give prior written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the address of the
Trustee.

Section 4.03. Compliance Certificate.

            The Company shall deliver to the Trustee within 120 days after
the end of each fiscal year of the Company an Officers' Certificate stating
whether or not the signers know of any Default by the Company in performing any
of its obligations under this Indenture. If they do know of such a Default, the
certificate shall describe the Default.


                                      -22-

Section 4.04. Payment of Taxes; Maintenance of Corporate Existence; Maintenance
              of Properties.

            The Company will:

            (a) cause to be paid and discharged all lawful taxes, assessments
      and governmental charges or levies imposed upon the Company and its
      Restricted Subsidiaries or upon the income or profits of the Company and
      its Restricted Subsidiaries or upon property or any part thereof belonging
      to the Company and its Restricted Subsidiaries before the same shall be in
      default, as well as all lawful claims for labor, materials and supplies
      which, if unpaid, might become a lien or charge upon such property or any
      part thereof; provided, however, that the Company shall not be required to
      cause to be paid or discharged any such tax, assessment, charge, levy or
      claim so long as the validity or amount thereof shall be contested in good
      faith by appropriate proceedings and the nonpayment thereof does not, in
      the judgment of the Company, materially adversely affect the ability of
      the Company and the Restricted Subsidiaries to pay all obligations under
      this Indenture when due; and provided further that the Company shall not
      be required to cause to be paid or discharged any such tax, assessment,
      charge, levy or claim if, in the judgment of the Company, such payment
      shall not be advantageous to the Company in the conduct of its business
      and if the failure so to pay or discharge does not, in its judgment,
      materially adversely affect the ability of the Company and the Restricted
      Subsidiaries to pay all obligations under this Indenture when due;

            (b) cause to be done all things necessary to preserve and keep in
      full force and effect the corporate existence of the Company and each of
      its Restricted Subsidiaries and to comply with all applicable laws;
      provided, however, that nothing in this subsection (b) shall prevent a
      consolidation or merger of the Company or any Restricted Subsidiary not
      prohibited by the provisions of Article Five, Article Nine or any other
      provision or the Authorizing Resolution or supplemental indenture
      pertaining to a Series, and the Company need not maintain the corporate
      existence of an immaterial Restricted Subsidiary which is not a Guarantor;
      and

            (c) at all times keep, maintain and preserve all the property of the
      Company and the Restricted Subsidiaries in good repair, working order and
      condition (reasonable wear and tear excepted) and from time to time make
      all needful and proper repairs, renewals, replacements, betterments and
      improvements thereto, so that the business carried on in connection
      therewith may be properly and advantageously conducted at all times;
      provided, however, that nothing in this subsection (c) shall prevent the
      Company from discontinuing the operation and maintenance of any such
      properties if such discontinuance is, in the judgment of the Company,
      desirable in the conduct of its business and not disadvantageous in any
      material respect to the ability


                                      -23-

      of the Company and the Restricted Subsidiaries to pay all obligations
      under this Indenture when due.

Section 4.05. Additional Guarantors.

            If the Company or any of the Guarantors transfers or causes to be
transferred, in one transaction or a series of related transactions, any
property to any Restricted Subsidiary of the Company that is not a Guarantor, or
if the Company or any of the Guarantors shall organize, acquire or otherwise
invest in another Subsidiary which becomes a Restricted Subsidiary, then such
transferee or acquired or other Subsidiary shall (i) execute and deliver to the
Trustee a supplemental indenture in form reasonably satisfactory to the Trustee
pursuant to which such Subsidiary shall unconditionally guarantee all of the
Company's obligations under the Securities of any Series that has the benefit of
Guarantees of other Subsidiaries of the Company and this Indenture (as it
relates to all such Series) on the terms set forth in this Indenture and (ii)
deliver to the Trustee an Opinion of Counsel that such supplemental indenture
has been duly authorized, executed and delivered by such Subsidiary and
constitutes a legal, valid, binding and enforceable obligation of such
Subsidiary. Thereafter, such Subsidiary shall be a Guarantor for all purposes of
this Indenture (as it relates to all such Series).

Section 4.06. Waiver of Stay, Extension or Usury Laws.

            The Company and the Guarantors covenant (to the extent that they may
lawfully do so) that they will not any time insist upon, plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay or extension law
or any usury law or other law that would prohibit or forgive the Company or any
Guarantor from paying all or any portion of the principal of or interest on the
Securities as contemplated herein, wherever enacted, now or at any time
hereafter in force, or which may affect the covenants or the performances of
this Indenture; and (to the extent that may they lawfully do so) the Company and
the Guarantors hereby expressly waive all benefit or advantage of any such law,
and covenant that they will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

Section 4.07. Limitation on Senior Subordinated Indebtedness.

            (a) The Company shall not, directly or indirectly, incur any
Indebtedness that by its terms would expressly rank senior in right of payment
to the Securities of any Series and expressly rank subordinate in right of
payment to any Senior Indebtedness.

            (b) The Company shall not permit any Guarantor to, and no Guarantor
shall, directly or indirectly, incur any Indebtedness that by its terms would
expressly rank senior in


                                      -24-

right of payment to the Guarantee of such Guarantor of Securities of any Series
and expressly rank subordinate in right of payment to any Guarantor Senior
Indebtedness of such Guarantor.

                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION

Section 5.01. When Company May Merge, etc.

            The Company shall not consolidate with or merge with or into, any
other corporation, or transfer all or substantially all of its assets to, any
entity unless permitted by law and unless (1) the resulting, surviving or
transferee entity, which shall be a corporation organized and existing under the
laws of the United States or a State thereof, assumes by supplemental indenture,
in a form reasonably satisfactory to the Trustee, all of the obligations of the
Company under the Securities and this Indenture and (2) immediately after giving
effect to, and as a result of, such transaction, no Default or Event of Default
shall have occurred and be continuing. Thereafter such successor corporation or
corporations shall succeed to and be substituted for the Company with the same
effect as if it had been named herein as the "Company" and all such obligations
of the predecessor corporation shall terminate.

            The Company shall deliver to the Trustee prior to the consummation
of the proposed transaction an Officers' Certificate to the foregoing effect and
an Opinion of Counsel stating that the proposed transaction and such
supplemental indenture comply with this Indenture.

            To the extent that an Authorizing Resolution or supplemental
indenture pertaining to any Series provides for different provisions relating to
the subject matter of this Article Five, the provisions in such Authorizing
Resolution or supplemental indenture shall govern for purposes of such Series.

                                   ARTICLE SIX

                              DEFAULTS AND REMEDIES

Section 6.01. Events of Default.

            An "Event of Default" on a Series occurs if, voluntarily or
involuntarily, whether by operation of law or otherwise, any of the following
occurs:

            (1) the failure by the Company to pay interest on any Security of
      such Series when the same becomes due and payable and the continuance of
      any such


                                      -25-

      failure for a period of 30 days (whether or not such payment is prohibited
      by Article Twelve or Article Thirteen hereof);

            (2) the failure by the Company to pay the principal or premium of
      any Security of such Series when the same becomes due and payable at
      maturity, upon acceleration or otherwise (whether or not such payment is
      prohibited by Article Twelve or Article Thirteen hereof);

            (3) the failure by the Company or any Restricted Subsidiary to
      comply with any of its agreements or covenants in, or provisions of, the
      Securities of such Series, the Guarantees (as they relate thereto) or this
      Indenture (as they relate thereto) and such failure continues for the
      period and after the notice specified below (except in the case of a
      default with respect to any Change of Control Provisions or Article Five
      (or any replacement provisions as contemplated by Article Five), which
      will constitute Events of Default with notice but without passage of
      time);

            (4) the acceleration of any Indebtedness (other than Non-Recourse
      Indebtedness) of the Company or any Restricted Subsidiary in an amount of
      $25 million or more, individually or in the aggregate, and such
      acceleration does not cease to exist, or such Indebtedness is not
      satisfied, in either case within 30 days after such acceleration;

            (5) the failure by the Company or any Restricted Subsidiary to make
      any principal or interest payment in an amount of $25 million or more,
      individually or in the aggregate, in respect of Indebtedness (other than
      Non-Recourse Indebtedness) of the Company or any Restricted Subsidiary
      within 30 days of such principal or interest becoming due and payable
      (after giving effect to any applicable grace period set forth in the
      documents governing such Indebtedness);

            (6) a final judgment or judgments in an amount of $25 million or
      more, individually or in the aggregate, for the payment of money having
      been entered by a court or courts of competent jurisdiction against the
      Company or any of its Restricted Subsidiaries and such judgment or
      judgments is not satisfied, stayed, annulled or rescinded within 60 days
      of being entered;

            (7) the Company or any Restricted Subsidiary that is a Significant
      Subsidiary pursuant to or within the meaning of any Bankruptcy Law:

                  (A) commences a voluntary case,

                  (B) consents to the entry of an order for relief against it in
            an involuntary case,


                                      -26-

                  (C) consents to the appointment of a Custodian of it or for
            all or substantially all of its property, or

                  (D) makes a general assignment for the benefit of its
            creditors;

            (8) a court of competent jurisdiction enters an order or decree
      under any Bankruptcy Law that:

                  (A) is for relief against the Company or any Restricted
            Subsidiary that is a Significant Subsidiary as debtor in an
            involuntary case,

                  (B) appoints a Custodian of the Company or any Restricted
            Subsidiary that is a Significant Subsidiary or a Custodian for all
            or substantially all of the property of the Company or any
            Restricted Subsidiary that is a Significant Subsidiary, or

                  (C) orders the liquidation of the Company or any Restricted
            Subsidiary that is a Significant Subsidiary,

      and the order or decree remains unstayed and in effect for 60 days; or

            (9) any Guarantee of a Guarantor which is a Significant Subsidiary
      ceases to be in full force and effect (other than in accordance with the
      terms of such Guarantee and this Indenture) or is declared null and void
      and unenforceable or found to be invalid or any Guarantor denies its
      liability under its Guarantee (other than by reason of release of a
      Guarantor from its Guarantee in accordance with the terms of this
      Indenture and this Guarantee).

            A Default as described in subclause (3) above will not be deemed an
Event of Default until the Trustee notifies the Company, or the Holders of at
least 25 percent in principal amount of the then outstanding Securities of the
applicable Series notify the Company and the Trustee, of the Default and (except
in the case of a default with respect to any Change of Control Provisions or
Article Five (or any replacement provisions as contemplated by Article Five))
the Company does not cure the Default within 60 days after receipt of the
notice. The notice must specify the Default, demand that it be remedied and
state that the notice is a "Notice of Default." If such a Default is cured
within such time period, it ceases.

            The term "Custodian" means any receiver, trustee, assignee,
liquidator, custodian or similar official under any Bankruptcy Law.


                                      -27-

Section 6.02. Acceleration.

            If an Event of Default (other than an Event of Default with respect
to the Company resulting from subclause (7) or (8) above), shall have occurred
and be continuing under the Indenture, the Trustee by notice to the Company, or
the Holders of at least 25 percent in principal amount of the Securities of the
applicable Series then outstanding by notice to the Company and the Trustee, may
declare all Securities of such Series to be due and payable immediately. Upon
such declaration of acceleration, the amounts due and payable on the Securities
of such Series will be due and payable immediately. If an Event of Default with
respect to the Company specified in subclause (7) or (8) above occurs, all
amounts due and payable on the Securities of such Series will ipso facto become
and be immediately due and payable without any declaration, notice or other act
on the part of the Trustee and the Company or any Holder. The Holders of a
majority in principal amount of the Securities of such Series then outstanding
by written notice to the Trustee and the Company may waive any Default or Event
of Default (other than any Default or Event of Default in payment of principal
or interest) with respect to such Series of Securities under the Indenture.
Holders of a majority in principal amount of the then outstanding Securities of
such Series may rescind an acceleration with respect to such Series and its
consequence (except an acceleration due to nonpayment of principal or interest
on the Securities of such Series) if the rescission would not conflict with any
judgment or decree and if all existing Events of Default have been cured or
waived.

            No such rescission shall extend to or shall affect any subsequent
Event of Default, or shall impair any right or power consequent thereon.

Section 6.03. Other Remedies.

            If an Event of Default on a Series occurs and is continuing, the
Trustee may pursue any available remedy by proceeding at law or in equity to
collect the payment of principal of or interest on the Series or to enforce the
performance of any provision in the Securities or this Indenture applicable to
the Series.

            The Trustee may maintain a proceeding even if it does not possess
any of the Securities or does not produce any of them in the proceeding. A delay
or omission by the Trustee or any Securityholder in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative.

Section 6.04. Waiver of Existing Defaults.

            Subject to Section 10.02, the Holders of a majority in principal
amount of the outstanding Securities of a Series on behalf of all the Holders of
the Series by notice to the


                                      -28-

Trustee may waive an existing Default on such Series and its consequences. When
a Default is waived, it is cured and stops continuing, and any Event of Default
arising therefrom shall be deemed to have been cured; but no such waiver shall
extend to any subsequent or other Default or impair any right consequent
thereon.

Section 6.05. Control by Majority.

            The Holders of a majority in principal amount of the outstanding
Securities of a Series may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on it with respect to such Series. The Trustee, however, may
refuse to follow any direction (i) that conflicts with law or this Indenture,
(ii) that, subject to Section 7.01, the Trustee determines is unduly prejudicial
to the rights of other Securityholders, (iii) that would involve the Trustee in
personal liability or (iv) if the Trustee shall not have been provided with
indemnity satisfactory to it.

Section 6.06. Limitation on Suits.

            A Securityholder of a Series may not pursue any remedy with respect
to this Indenture or the Series unless:

            (1) the Holder gives to the Trustee written notice of a continuing
      Event of Default on the Series;

            (2) the Holders of at least a majority in principal amount of the
      outstanding Securities of the Series make a written request to the Trustee
      to pursue the remedy;

            (3) such Holder or Holders offer to the Trustee indemnity
      satisfactory to the Trustee against any loss, liability or expense;

            (4) the Trustee does not comply with the request within 60 days
      after receipt of the request and the offer of indemnity; and

            (5) no written request inconsistent with such written request shall
      have been given to the Trustee pursuant to this Section 6.06.

            A Securityholder may not use this Indenture to prejudice the rights
of another Securityholder or to obtain a preference or priority over another
Securityholder.

Section 6.07. Rights of Holders to Receive Payment.

            Notwithstanding any other provision of this Indenture, the right of
any Holder to receive payment of principal of and interest on the Security, on
or after the respective due dates expressed in the Security, or to bring suit
for the enforcement of any such payment on or


                                      -29-

after such respective dates, is absolute and unconditional and shall not be
impaired or affected without the consent of the Holder.

Section 6.08. Collection Suit by Trustee.

            If an Event of Default in payment of interest or principal specified
in Section 6.01(1) or (2) occurs and is continuing, the Trustee may recover
judgment in its own name and as trustee of an express trust against the Company
for the whole amount of principal and interest remaining unpaid.

Section 6.09. Trustee May File Proofs of Claim.

            The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements, and advances of the Trustee, its agents and counsel) and the
Securityholders allowed in any judicial proceedings relative to the Company, its
creditors or its property, and unless prohibited by applicable law or
regulation, may vote on behalf of the Holders in any election of a Custodian,
and shall be entitled and empowered to collect and receive any moneys or other
property payable or deliverable on any such claims and to distribute the same
and any Custodian in any such judicial proceeding is hereby authorized by each
Securityholder to make such payments to the Trustee. Nothing herein shall be
deemed to authorize the Trustee to authorize or consent to or vote for or accept
or adopt on behalf of any Securityholder any plan of reorganization,
arrangement, adjustment or composition affecting the Securities or the rights of
any Holder or to authorize the Trustee to vote in respect of the claim of any
Securityholder except as aforesaid for the election of the Custodian.

Section 6.10. Priorities.

            If the Trustee collects any money pursuant to this Article, it shall
pay out the money in the following order:

            First: to the Trustee for amounts due under Section 7.07;

            Second: to Securityholders of the Series for amounts due and unpaid
      on the Series for principal and interest, ratably, without preference or
      priority of any kind, according to the amounts due and payable on the
      Series for principal and interest, respectively; and

            Third: to the Company or the Guarantors as their interests may
      appear.

            The Trustee may fix a record date and payment date for any payment
to Securityholders pursuant to this Section 6.10.


                                      -30-

Section 6.11. Undertaking for Costs.

            In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having the due regard
to the merits and good faith of the claims or defenses made by the party
litigant. This Section does not apply to a suit by the Trustee, a suit by a
Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in
principal amount of the Series.

                                  ARTICLE SEVEN

                                     TRUSTEE

Section 7.01. Duties of Trustee.

            (a) If an Event of Default has occurred and is continuing, the
Trustee shall, prior to the receipt of directions from the Holders of a majority
in principal amount of the Securities, exercise its rights and powers and use
the same degree of care and skill in their exercise as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs.

            (b) Except during the continuance of an Event of Default:

            (1) The Trustee need perform only those duties that are specifically
      set forth in this Indenture and no others and no implied covenants or
      obligations shall be read into this Indenture against the Trustee.

            (2) In the absence of bad faith on its part, the Trustee may
      conclusively rely, as to the truth of the statements and the correctness
      of the opinions expressed therein, upon certificates or opinions furnished
      to the Trustee and conforming to the requirements of this Indenture. The
      Trustee, however, shall examine the certificates and opinions to determine
      whether or not they conform to the requirements of this Indenture but need
      not confirm or investigate the accuracy of mathematical calculations or
      other facts or matters stated therein.

            (c) The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act or its own willful
misconduct, except that:

            (1) This paragraph does not limit the effect of paragraph (b) of
      this Section.


                                      -31-

            (2) The Trustee shall not be liable for any error of judgment made
      in good faith by a Trust Officer, unless it is proved that the Trustee was
      negligent in ascertaining the pertinent facts.

            (3) The Trustee shall not be liable with respect to any action it
      takes or omits to take in good faith in accordance with a direction
      received by it pursuant to Section 6.05 or any other direction of the
      Holders permitted hereunder.

            (d) Every provision of this Indenture that in any way relates to the
Trustee is subject to paragraphs (a), (b) and (c) of this Section.

            (e) The Trustee may refuse to perform any duty or exercise any right
or power unless it receives indemnity satisfactory to it against any loss,
liability or expense.

            (f) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree with the Company. Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law.

            (g) None of the provisions contained in this Indenture shall require
the Trustee to expend or risk its own funds or otherwise incur financial
liability in the performance of any of its duties or in the exercise of any of
its rights or powers, if there shall be reasonable grounds for believing that
the repayment of such funds or adequate indemnity against such liability is not
reasonably assured to it.

Section 7.02. Rights of Trustee.

            Subject to Section 7.01:

            (a) The Trustee may rely and shall be protected in acting or
      refraining from acting on any document, resolution, certificate,
      instrument, report, or direction believed by it to be genuine and to have
      been signed or presented by the proper person. The Trustee need not
      investigate any fact or matter stated in the document, resolution,
      certificate, instrument, report, or direction.

            (b) Before the Trustee acts or refrains from acting, it may require
      an Officers' Certificate or an Opinion of Counsel or both, which shall
      conform to Sections 11.04 and 11.05 hereof and containing such other
      statements as the Trustee reasonably deems necessary to perform its duties
      hereunder. The Trustee shall not be liable for any action it takes or
      omits to take in good faith in reliance on the Officers' Certificate,
      Opinion of Counsel or any other direction of the Company permitted
      hereunder.


                                      -32-

            (c) The Trustee may act through agents and shall not be responsible
      for the misconduct or negligence of any agent appointed with due care.

            (d) The Trustee shall not be liable for any action taken, suffered
      or omitted by it in good faith and believed by it to be authorized or
      within the discretion or rights or powers conferred upon it by this
      Indenture.

            (e) The Trustee may consult with counsel, and the written advice of
      such counsel or any Opinion of Counsel as to matters of law shall be full
      and complete authorization and protection in respect of any action taken,
      omitted or suffered by it hereunder in good faith and in accordance with
      the advice or opinion of such counsel.

            (f) Unless otherwise specifically provided in the Indenture, any
      demand, request, direction or notice from the Company shall be sufficient
      if signed by an Officer of the Company.

            (g) For all purposes under this Indenture, the Trustee shall not be
      deemed to have notice or knowledge of any Event of Default (other than
      under Section 6.01(1) or 6.01(2)) unless a Trust Officer assigned to and
      working in the Trustee's corporate trust office has actual knowledge
      thereof or unless written notice of any Event of Default is received by
      the Trustee at its address specified in Section 11.02 hereof and such
      notice references the Securities generally, the Company or this Indenture.

Section 7.03. Individual Rights of Trustee.

            The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may otherwise deal with the Company or its
affiliates with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights. The Trustee, however, must comply with
Sections 7.10 and 7.11.

Section 7.04. Trustee's Disclaimer.

            The Trustee makes no representation as to the validity or adequacy
of this Indenture, the Securities or of any prospectus used to sell the
Securities; it shall not be accountable for the Company's use of the proceeds
from the Securities; it shall not be accountable for any money paid to the
Company, or upon the Company's direction, if made under and in accordance with
any provision of this Indenture; it shall not be responsible for the use or
application of any money received by any Paying Agent other than the Trustee;
and it shall not be responsible for any statement of the Company in this
Indenture or in the Securities other than its certificate of authentication.


                                      -33-

Section 7.05. Notice of Defaults.

            If a Default on a Series occurs and is continuing and if it is known
to the Trustee, the Trustee shall mail to each Securityholder of the Series
notice of the Default (which shall specify any uncured Default known to it)
within 90 days after it occurs. Except in the case of a default in payment of
principal of or interest on a Series or a failure to comply with any Change of
Control Provisions, the Trustee may withhold the notice if and so long as the
board of directors of the Trustee, the executive or any trust committee of such
directors and/or responsible officers of the Trustee in good faith determine(s)
that withholding the notice is in the interests of Holders of the Series.

Section 7.06. Reports by Trustee to Holders.

            Within 60 days after each May 15 beginning with the May 15 following
the date of this Indenture, the Trustee shall mail to each Securityholder a
brief report dated as of such May 15 that complies with TIA Section 313(a) (but
if no event described in TIA Section 313(a) has occurred within the twelve
months preceding the reporting date no report need be transmitted). The Trustee
also shall comply with TIA Section 313(b).

            A copy of each report at the time of its mailing to Securityholders
shall be delivered to the Company and filed by the Trustee with the SEC and each
national securities exchange on which the Securities are listed. The Company
agrees to notify the Trustee of each national securities exchange on which the
Securities are listed.

Section 7.07. Compensation and Indemnity.

            The Company shall pay to the Trustee or predecessor trustee from
time to time reasonable compensation for their respective services subject to
any written agreement between the Trustee and the Company. The Company shall
reimburse the Trustee upon request for all reasonable out-of-pocket expenses
incurred by it. Such expenses shall include the reasonable compensation and
expenses of the Trustee's agents and counsel. The Company shall indemnify the
Trustee and each predecessor trustee, its officers, directors, employees and
agents and hold it harmless against any loss, liability or expense incurred or
made by or on behalf of it in connection with the administration of this
Indenture or the trust hereunder and its duties hereunder including the costs
and expenses of defending itself against or investigating any claim in the
premises. The Trustee shall notify the Company promptly of any claim for which
it may seek indemnity. The Company need not reimburse any expense or indemnify
against any loss or liability incurred by the Trustee through the Trustee's or
its officers', directors', employees' or agents' negligence or bad faith.

            To ensure the Company's payment obligations in this Section, the
Trustee shall have a claim prior to the Securities on all money or property held
or collected by the Trustee, except that held in trust to pay principal of or
interest on particular Securities. When the


                                      -34-

Trustee incurs expenses or renders services in connection with an Event of
Default specified in Section 6.01 or in connection with Article Six hereof, the
expenses (including the reasonable fees and expenses of its counsel) and the
compensation for services in connection therewith are to constitute expenses of
administration under any bankruptcy law.

Section 7.08. Replacement of Trustee.

            The Trustee may resign by so notifying the Company. The Holders of a
majority in principal amount of the outstanding Securities may remove the
Trustee by so notifying the removed Trustee in writing and may appoint a
successor trustee with the Company's consent. Such resignation or removal shall
not take effect until the appointment by the Securityholders or the Company as
hereinafter provided of a successor trustee and the acceptance of such
appointment by such successor trustee. The Company may remove the Trustee and
any Securityholder may petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor trustee for any or no
reason, including if:

            (1) the Trustee fails to comply with Section 7.10 after written
      request by the Company or any bona fide Securityholder who has been a
      Securityholder for at least six months;

            (2) the Trustee is adjudged a bankrupt or an insolvent;

            (3) a receiver or other public officer takes charge of the Trustee
      or its property; or

            (4) the Trustee becomes incapable of acting.

            If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a successor
trustee. If a successor trustee does not take office within 45 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or any
Holder may petition any court of competent jurisdiction for the appointment of a
successor trustee.

            A successor trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately after that,
the retiring Trustee shall transfer all property held by it as Trustee to the
successor trustee, the resignation or removal of the retiring Trustee shall
become effective, and the successor trustee shall have all the rights, powers
and duties of the Trustee under this Indenture. A successor trustee shall mail
notice of its succession to each Securityholder.


                                      -35-

Section 7.09. Successor Trustee by Merger, etc.

            If the Trustee consolidates with, merges with or into or converts
into, or transfers all or substantially all of its corporate trust business to,
another corporation, the successor corporation without any further act shall be
the successor trustee.

Section 7.10. Eligibility; Disqualification.

            This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1). The Trustee shall have a combined capital
and surplus of at least $10,000,000 as set forth in its most recent published
annual report of condition. The Trustee shall comply with TIA Section 310(b).

Section 7.11. Preferential Collection of Claims Against Company.

            The Trustee shall comply with TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b). A Trustee who has resigned
or been removed shall be subject to TIA Section 311(a) to the extent indicated
therein.

                                  ARTICLE EIGHT

                             DISCHARGE OF INDENTURE

Section 8.01. Defeasance upon Deposit of Moneys or U.S. Government Obligations.

            (a) The Company may, at its option and, subject to the provisions of
Article Twelve and Article Thirteen hereof, at any time, elect to have either
paragraph (b) or paragraph (c) below be applied to the outstanding Securities of
any Series upon compliance with the applicable conditions set forth in paragraph
(d).

            (b) Upon the Company's exercise under paragraph (a) of the option
applicable to this paragraph (b), the Company and the Guarantors shall be deemed
to have been released and discharged from their respective obligations with
respect to the outstanding Securities of a Series on the date the applicable
conditions set forth below are satisfied (hereinafter, "Legal Defeasance"). For
this purpose, such Legal Defeasance means that the Company shall be deemed to
have paid and discharged the entire Indebtedness represented by the outstanding
Securities of a Series, which shall thereafter be deemed to be "outstanding"
only for the purposes of the Sections and matters under this Indenture referred
to in (i) and (ii) below, and to have satisfied all its other obligations under
such Securities and this Indenture insofar as such Securities are concerned,
except for the following which shall survive until otherwise terminated or
discharged hereunder: (i) the rights of Holders of outstanding Securities of a
Series to receive solely from the trust fund described in paragraph (d) below
and as more fully


                                      -36-

set forth in such paragraph, payments in respect of the principal of and
interest on such Securities when such payments are due and (ii) obligations
listed in Section 8.02, subject to compliance with this Section 8.01. The
Company may exercise its option under this paragraph (b) notwithstanding the
prior exercise of its option under paragraph (c) below with respect to such
Securities.

            (c) Upon the Company's exercise under paragraph (a) of the option
applicable to this paragraph (c), the Company and the Guarantors shall be
released and discharged from the obligations under any covenant contained in
Article Five, Section 4.05 and any other covenant contained in the Authorizing
Resolution or supplemental indenture relating to such Series to the extent
provided for therein, on and after the date the conditions set forth below are
satisfied (hereinafter, "Covenant Defeasance"), and the Securities of such
Series shall thereafter be deemed to be not "outstanding" for the purpose of any
direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes hereunder. For this
purpose, such Covenant Defeasance means that, with respect to the outstanding
Securities of a Series, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to
comply shall not constitute a Default or an Event of Default under Section
6.01(3), but, except as specified above, the remainder of this Indenture and
such Securities shall be unaffected thereby.

            (d) The following shall be the conditions to application of either
paragraph (b) or paragraph (c) above to the outstanding Securities of the
applicable Series:

            (1) The Company shall have irrevocably deposited in trust with the
      Trustee, pursuant to an irrevocable trust and security agreement in form
      and substance reasonably satisfactory to the Trustee, money in U.S.
      dollars or U.S. government obligations or a combination thereof in such
      amounts and at such times as are sufficient, in the opinion of a
      nationally recognized firm of independent public accountants, to pay the
      principal of and interest on the outstanding Securities of such Series to
      maturity or redemption; provided, however, that the Trustee (or other
      qualifying trustee) shall have received an irrevocable written order from
      the Company instructing the Trustee (or other qualifying trustee) to apply
      such money or the proceeds of such U.S. government obligations to said
      payments with respect to the Securities of such Series to maturity or
      redemption;

            (2) No Default or Event of Default shall have occurred and be
      continuing on the date of such deposit;


                                      -37-

            (3) Such deposit will not result in a Default under this Indenture
      or a breach or violation of, or constitute a default under, any other
      material instrument or agreement to which the Company or any of any of
      their Subsidiaries is a party or by which it or any of their property is
      bound;

            (4) (i) In the event the Company elects paragraph (b) hereof, the
      Company shall deliver to the Trustee an Opinion of Counsel in the United
      States, in form and substance reasonably satisfactory to the Trustee, to
      the effect that (A) the Company has received from, or there has been
      published by, the Internal Revenue Service a ruling or (B) since the Issue
      Date pertaining to such Series, there has been a change in the applicable
      federal income tax law, in either case to the effect that, and based
      thereon such Opinion of Counsel shall state that, or (ii) in the event the
      Company elects paragraph (c) hereof, the Company shall deliver to the
      Trustee an Opinion of Counsel in the United States, in form and substance
      reasonably satisfactory to the Trustee, to the effect that, in the case of
      clauses (i) and (ii), Holders of the Securities of such Series will not
      recognize income, gain or loss for federal income tax purposes as a result
      of such deposit and the defeasance contemplated hereby and will be subject
      to federal income tax in the same amounts and in the same manner and at
      the same times as would have been the case if such deposit and defeasance
      had not occurred;

            (5) The Company shall have delivered to the Trustee an Officers'
      Certificate, stating that the deposit under clause (1) was not made by the
      Company with the intent of preferring the Holders of the Securities of
      such Series over any other creditors of the Company or with the intent of
      defeating, hindering, delaying or defrauding any other creditors of the
      Company or others;

            (6) The Company shall have delivered to the Trustee an Opinion of
      Counsel, reasonably satisfactory to the Trustee, to the effect that, (A)
      the trust funds will not be subject to the rights of Holders of
      Indebtedness of the Company other than the Securities of such Series and
      (B) assuming no intervening bankruptcy of the Company between the date of
      deposit and the 91st day following the deposit and that no Holder of
      Securities of such Series is an insider of the Company, after the 91st day
      following the deposit, the trust funds will not be subject to any
      applicable bankruptcy, insolvency, reorganization or similar law affecting
      creditors' rights generally; and

            (7) The Company has delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel, each stating that all conditions
      precedent specified herein relating to the defeasance contemplated by this
      Section 8.01 have been complied with.

            In the event all or any portion of the Securities of a Series are to
be redeemed through such irrevocable trust, the Company must make arrangements
satisfactory to the Trustee, at the time of such deposit, for the giving of the
notice of such redemption or redemptions by the Trustee in the name and at the
expense of the Company.


                                      -38-

            (e) In addition to the Company's rights above under this Section
8.01, the Company may terminate all of its obligations under this Indenture with
respect to a Series, and the obligations of the Guarantors shall terminate with
respect to such Series (subject to Section 8.02), when:

            (1) All Securities of such Series theretofore authenticated and
      delivered (other than Securities which have been destroyed, lost or stolen
      and which have been replaced or paid as provided in Section 2.07 and
      Securities for whose payment money has theretofore been deposited in trust
      or segregated and held in trust by the Company and thereafter repaid to
      the Company or discharged from such trust) have been delivered to the
      Trustee for cancellation or all such Securities not theretofore delivered
      to the Trustee for cancellation have become due and payable and the
      Company has irrevocably deposited or caused to be deposited with the
      Trustee as trust funds in trust solely for that purpose an amount of money
      sufficient to pay and discharge the entire Indebtedness on the Securities
      not theretofore delivered to the Trustee for cancellation, for principal
      of and interest;

            (2) The Company has paid or caused to be paid all other sums payable
      hereunder by the Company;

            (3) The Company has delivered irrevocable instructions to the
      Trustee to apply the deposited money toward the payment of the Securities
      at maturity or redemption, as the case may be; and

            (4) The Company has delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel, stating that all conditions
      precedent specified herein relating to the satisfaction and discharge of
      this Indenture have been complied with.

Section 8.02. Survival of the Company's Obligations.

            Notwithstanding the satisfaction and discharge of this Indenture
under Section 8.01, the Company's obligations in paragraph 9 of the Securities
and Sections 2.03 through 2.07, 4.01, 7.07, 7.08, 8.04 and 8.05, however, shall
survive until the Securities of an applicable Series are no longer outstanding.
Thereafter, the Company's obligations in paragraph 9 of the Securities of such
Series and Sections 7.07, 8.04 and 8.05 shall survive (as they relate to such
Series).

Section 8.03. Application of Trust Money.

            The Trustee shall hold in trust money or U.S. government obligations
deposited with it pursuant to Section 8.01. It shall apply the deposited money
and the money from U.S. government obligations in accordance with this Indenture
to the payment of principal of and interest on the Securities of the defeased
Series.


                                      -39-

Section 8.04. Repayment to the Company.

            The Trustee and the Paying Agent shall promptly pay to the Company
upon request any excess money or securities held by them at any time. The
Trustee and the Paying Agent shall pay to the Company upon request any money
held by them for the payment of principal or interest that remains unclaimed for
two years; provided, however, that the Trustee or such Paying Agent, before
being required to make any such repayment, may at the expense of the Company
cause to be published once in a newspaper of general circulation in the City of
New York or mail to each such Holder notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such publication or mailing, any unclaimed balance of such
money then remaining will be repaid to the Company. After payment to the
Company, Securityholders entitled to the money must look to the Company or any
Guarantor for payment as general creditors unless applicable abandoned property
law designates another person and all liability of the Trustee or such Paying
Agent with respect to such money shall cease.

Section 8.05. Reinstatement.

            If the Trustee is unable to apply any money or U.S. government
obligations in accordance with Section 8.01 by reason of any legal proceeding or
by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company's
and each Guarantor's obligations under this Indenture and the Securities
relating to the Series shall be revived and reinstated as though no deposit had
occurred pursuant to Section 8.01 until such time as the Trustee is permitted to
apply all such money or U.S. government obligations in accordance with Section
8.01; provided, however, that (a) if the Company has made any payment of
interest on or principal of any Securities of the Series because of the
reinstatement of their obligations, the Company shall be subrogated to the
rights of the Holders of such Securities to receive such payment from the money
or U.S. government obligations held by the Trustee and (b) unless otherwise
required by any legal proceeding or any order or judgment of any court or
governmental authority, the Trustee shall return all such money or U.S.
government obligations to the Company promptly after receiving a written request
therefor at any time, if such reinstatement of the Company's obligations has
occurred and continue to be in effect.

                                  ARTICLE NINE

                                   GUARANTEES

Section 9.01. Unconditional Guarantees.

            Subject to any other provisions set forth in the Authorizing
Resolution or supplemental indenture relating to a particular Series, each
Guarantor hereby unconditionally, jointly and severally, guarantees (each such
guarantee to be referred to herein as the


                                      -40-

"Guarantee") to each Holder of Securities of such Series authenticated and
delivered by the Trustee and to the Trustee and its successors and assigns,
that: (i) the principal of and interest on the Securities of such Series will be
promptly paid in full when due, subject to any applicable grace period, whether
at maturity, by acceleration or otherwise and interest on the overdue principal,
if any, and interest on any interest of the Securities of such Series and all
other obligations of the Company to the Holders or the Trustee hereunder or
thereunder, except obligations to pay principal and interest in any other Series
not so guaranteed, will be promptly paid in full or performed, all in accordance
with the terms hereof and thereof; and (ii) in case of any extension of time of
payment or renewal of any Securities of such Series or of any such other
obligations, the same will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, subject to any applicable
grace period, whether at stated maturity, by acceleration or otherwise, subject,
however, in the case of clauses (i) and (ii) above, to the limitations set forth
in Section 9.04. Each Guarantor hereby agrees that its obligations hereunder
shall be unconditional, irrespective of the validity, regularity or
enforceability of the Securities of such Series or this Indenture, the absence
of any action to enforce the same, any waiver or consent by any Holder of the
Securities of such Series with respect to any provisions hereof or thereof, the
recovery of any judgment against the Company, any action to enforce the same or
any other circumstance which might otherwise constitute a legal or equitable
discharge or defense of a guarantor. Each Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of
insolvency or bankruptcy of the Company, any right to require a proceeding first
against the Company, protest, notice and all demands whatsoever and covenants
that, subject to Section 9.03, this Guarantee will not be discharged except by
complete performance of the obligations contained in the Securities of the
applicable Series, this Indenture and in this Guarantee. If any Holder or the
Trustee is required by any court or otherwise to return to the Company, any
Guarantor, or any custodian, trustee, liquidator or other similar official
acting in relation to the Company or any Guarantor, any amount paid by the
Company or any Guarantor to the Trustee or such Holder, this Guarantee, to the
extent theretofore discharged, shall be reinstated in full force and effect.
Each Guarantor further agrees that, as between each Guarantor, on the one hand,
and the Holders and the Trustee, on the other hand, (x) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article Six for
the purposes of this Guarantee, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (y) in the event of any acceleration of such obligations
as provided in Article Six, such obligations (whether or not due and payable)
shall forthwith become due and payable by each Guarantor for the purpose of this
Guarantee.

Section 9.02. Severability.

            In case any provision of this Guarantee shall be invalid, illegal or
unenforceable, the validity, legality, and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.


                                      -41-

Section 9.03. Release of a Guarantor.

            Upon the sale or disposition (whether by merger, stock purchase,
asset sale or otherwise) of a Guarantor (or all or substantially all its assets)
to a Person which is not a Restricted Subsidiary and which sale or disposition
is otherwise in compliance with the terms of this Indenture, or, unless the
Company elects otherwise, if any Guarantor is designated as an Unrestricted
Subsidiary in accordance with the terms of this Indenture, then such Guarantor
(in the event of a sale or other disposition of Capital Stock of such Guarantor
or a designation as an Unrestricted Subsidiary) or the Person acquiring such
assets (in the event of a sale or other disposition of all or substantially all
of the assets of such Guarantor) shall be deemed automatically and
unconditionally released and discharged from all obligations under this Article
Nine without any further action required on the part of the Trustee or any
Holder.

            An Unrestricted Subsidiary that is a Guarantor shall be deemed
automatically and unconditionally released and discharged from all obligations
under this Article Nine upon notice from the Company to the Trustee to such
effect, without any further action required on the part of the Trustee or any
Holder.

            The Trustee shall deliver an appropriate instrument evidencing any
such release upon receipt of a request by the Company accompanied by an
Officers' Certificate and Opinion of Counsel certifying as to the compliance
with this Section 9.03.

            Any Guarantor not released in accordance with this Section 9.03
remains liable for the full amount of principal of and interest on the
Securities as provided in this Article Nine.

Section 9.04. Limitation of a Guarantor's Liability.

            Each Guarantor and by its acceptance hereof each Holder hereby
confirms that it is the intention of all such parties that the guarantee by such
Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or
conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance
Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To
effectuate the foregoing intention, the Holders and such Guarantor hereby
irrevocably agree that the obligations of such Guarantor under the Guarantee
shall be limited to the maximum amount as will, after giving effect to all other
contingent and fixed liabilities of such Guarantor and after giving effect to
any collections from or payments made by or on behalf of any other Guarantor in
respect of the obligations of such other Guarantor under its Guarantee or
pursuant to Section 9.06, result in the obligations of such Guarantor under the
Guarantee not constituting such fraudulent transfer or conveyance.


                                      -42-

Section 9.05. Guarantors May Consolidate, etc., on Certain Terms.

            Nothing contained in this Indenture or in any of the Securities
shall prevent any consolidation or merger of a Guarantor with or into the
Company or another Restricted Subsidiary, or shall prevent any sale of assets or
conveyance of the property of a Guarantor as an entirety or substantially as an
entirety to the Company or another Guarantor that is a Restricted Subsidiary of
the Company. Upon any such consolidation, merger, sale or conveyance, the
Guarantee given by such Guarantor shall no longer have any force or effect.

Section 9.06. Contribution.

            In order to provide for just and equitable contribution among the
Guarantors, the Guarantors agree, inter se, that in the event any payment or
distribution is made by any Guarantor (a "Funding Guarantor") under the
Guarantee, such Funding Guarantor shall be entitled to a contribution from all
other Guarantors in a pro rata amount based on the Adjusted Net Assets of each
Guarantor (including the Funding Guarantor) for all payments, damages and
expenses incurred by that Funding Guarantor in discharging the Company's
obligations with respect to any Securities or any other Guarantor's obligations
with respect to the Guarantee. "Adjusted Net Assets" of such Guarantor at any
date shall mean the lesser of the amount by which (x) the fair value of the
property of such Guarantor exceeds the total amount of liabilities, including,
without limitation, contingent liabilities (after giving effect to all other
fixed and contingent liabilities incurred or assumed on such date and after
giving effect to any collection from any other Subsidiary of the Guarantor in
respect of the obligations of its Guarantee), but excluding liabilities under
the Guarantee, of such Guarantor at such date and (y) the present fair salable
value of the assets of such Guarantor at such date exceeds the amount that will
be required to pay the probable liability of such Guarantor on its debts (after
giving effect to all other fixed and contingent liabilities incurred or assumed
on such date and after giving effect to any collection from any other Subsidiary
of the Company in respect of the obligations of such Guarantor under its
Guarantee), excluding debt in respect of the Guarantee of such Guarantor, as
they become absolute and matured.

Section 9.07. Waiver of Subrogation.

            Until all guaranteed obligations under this Indenture and with
respect to all Securities of an applicable Series are paid in full, each
Guarantor hereby irrevocably waives any claim or other rights which it may now
or hereafter acquire against the Company that arise from the existence, payment,
performance or enforcement of such Guarantor's obligations under the Guarantee
and this Indenture, including, without limitation, any right of subrogation,
reimbursement, exoneration, indemnification, and any right to participate in any
claim or remedy of any Holder of Securities of the applicable Series against the
Company, whether or not such claim, remedy or right arises in equity, or under
contract, statute or common law, including, without limitation, the right to
take or receive from the Company, directly or indirectly, in cash or other
property or by set-off or in any other manner, payment


                                      -43-

or security on account of such claim or other rights. If any amount shall be
paid to any Guarantor in violation of the preceding sentence and the Securities
of the applicable Series shall not have been paid in full, such amount shall
have been deemed to have been paid to such Guarantor for the benefit of, and
held in trust for the benefit of, the Holders of the Securities of the
applicable Series, and shall forthwith be paid to the Trustee for the benefit of
such Holders to be credited and applied upon the Securities of the applicable
Series, whether matured or unmatured, in accordance with the terms of this
Indenture. Each Guarantor acknowledges that it will receive direct and indirect
benefits from the financing arrangements contemplated by this Indenture and that
the waiver set forth in this Section 9.07 is knowingly made in contemplation of
such benefits.

Section 9.08. Execution of Guarantee.

            To evidence their guarantee to the Holders set forth in this Article
Nine, the Guarantors hereby agree to execute the Guarantee in substantially the
form included in Exhibit A or in any such other form set forth in the
Authorizing Resolution or supplemental indenture pertaining to the applicable
Series, which shall be endorsed on each Security ordered to be authenticated and
delivered by the Trustee. Each Guarantor hereby agrees that its Guarantee set
forth in this Article Nine shall remain in full force and effect notwithstanding
any failure to endorse on each Security a notation of such Guarantee. Each such
Guarantee shall be signed on behalf of each Guarantor by two Officers, or an
Officer and an Assistant Secretary or one Officer shall sign and one Officer or
an Assistant Secretary (each of whom shall, in each case, have been duly
authorized by all requisite corporate actions) shall attest to such Guarantee
prior to the authentication of the Security on which it is endorsed, and the
delivery of such Security by the Trustee, after the authentication thereof
hereunder, shall constitute due delivery of such Guarantee on behalf of such
Guarantor. Such signatures upon the Guarantee may be by manual or facsimile
signature of such officers and may be imprinted or otherwise reproduced on the
Guarantee, and in case any such officer who shall have signed the Guarantee
shall cease to be such officer before the Security on which such Guarantee is
endorsed shall have been authenticated and delivered by the Trustee or disposed
of by the Company, such Security nevertheless may be authenticated and delivered
or disposed of as though the person who signed the Guarantee had not ceased to
be such officer of the Guarantor.

                                   ARTICLE TEN

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 10.01. Without Consent of Holders.

            The Company, the Guarantors and the Trustee may amend or supplement
this Indenture or the Securities of a Series without notice to or consent of any
Securityholder of such Series:


                                      -44-

            (1) to cure any ambiguity, omission, defect or inconsistency;

            (2) to comply with Article Five;

            (3) to provide that specific provisions of this Indenture shall not
      apply to a Series not previously issued;

            (4) to create a Series and establish its terms;

            (5) to provide for uncertificated Securities in addition to or in
      place of certificated Securities;

            (6) to make any other change that does not adversely affect the
      rights of Securityholders; and

            (7) to remove a Guarantor in respect of any Series which, in
      accordance with the terms of this Indenture applicable to the particular
      Series, ceases to be liable in respect of its Guarantee.

            After an amendment under this Section 10.01 becomes effective, the
Company shall mail notice of such amendment to the Securityholders.

Section 10.02. With Consent of Holders.

            The Company, the Guarantors and the Trustee may amend or supplement
this Indenture or the Securities of a Series without notice to any
Securityholder of such Series but with the written consent of the Holders of at
least a majority in principal amount of the outstanding Securities of each such
Series affected by the amendment. Each such Series shall vote as a separate
class. The Holders of a majority in principal amount of the outstanding
Securities of any Series may waive compliance by the Company with any provision
of the Securities of such Series or of this Indenture relating to such Series
without notice to any Securityholder. Without the consent of each Securityholder
of a Series affected, however, an amendment, supplement or waiver, including a
waiver pursuant to Section 6.04, may not:

            (1) reduce the amount of Securities of such Series whose Holders
      must consent to an amendment, supplement or waiver;

            (2) reduce the rate of or change the time for payment of interest,
      including defaulted interest, on any Security;

            (3) reduce the principal of or change the fixed maturity of any
      Security or alter the provisions (including related definitions) with
      respect to redemption of Securities pursuant to Article Three hereof or
      with respect to any obligations on the


                                      -45-

      part of the Company to offer to purchase or to redeem Securities of a
      Series pursuant to the Authorizing Resolution or supplemental indenture
      pertaining to such Series;

            (4) modify the ranking or priority of the Securities of any Series
      or the Guarantee thereof or amend or modify the definition of Senior
      Indebtedness and Guarantor Senior Indebtedness or amend or modify Article
      Twelve or Article Thirteen in any manner adverse to the holders of the
      Notes;

            (5) release any Guarantor from any of its obligations under its
      Guarantee or this Indenture otherwise than in accordance with the terms of
      this Indenture;

            (6) make any change in Sections 6.04, 6.07 or this Section 10.02;

            (7) waive a continuing Default or Event of Default in the payment of
      the principal of or interest on any Security; or

            (8) make any Security payable at a place or in money other than that
      stated in the Security, or impair the right of any Securityholder to bring
      suit as permitted by Section 6.07.

            An amendment of a provision included solely for the benefit of one
or more Series does not affect the interests of Securityholders of any other
Series.

            It shall not be necessary for the consent of the Holders under this
Section to approve the particular form of any proposed supplement, but it shall
be sufficient if such consent approves the substance thereof.

Section 10.03. Compliance with Trust Indenture Act.

            Every amendment to or supplement of this Indenture or the Securities
shall comply with the TIA as then in effect.

Section 10.04. Revocation and Effect of Consents.

            A consent to an amendment, supplement or waiver by a Holder shall
bind the Holder and every subsequent Holder of a Security or portion of a
Security that evidences the same debt as the consenting Holder's Security, even
if notation of the consent is not made on any Security. Subject to the following
paragraph, any such Holder or subsequent Holder, however, may revoke the consent
as to his Security or portion of a Security. Such revocation shall be effective
only if the Trustee receives the notice of revocation before the date the
amendment, supplement or waiver becomes effective.

            The Company may, but shall not be obligated to, fix a record date
for the purpose of determining the Holders of Securities of any Series entitled
to consent to any


                                      -46-

amendment, supplement or waiver, which record date shall be at least 10 days
prior to the first solicitation of such consent. If a record date is fixed, then
notwithstanding the last sentence of the immediately preceding paragraph, those
Persons who were Holders at such record date (or their duly designated proxies),
and only those Persons, shall be entitled to revoke any consent previously
given, whether or not such Persons continue to be Holders after such record
date. No such consent shall be valid or effective for more than 90 days after
such record date.

            After an amendment, supplement or waiver becomes effective, it shall
bind every Holder, unless it makes a change described in any of clauses (1)
through (8) of Section 10.02, in which case, the amendment, supplement or waiver
shall bind only each Holder of a Security who has consented to it and every
subsequent Holder of a Security or portion of a Security that evidences the same
debt as the consenting Holder's Security; provided that any such waiver shall
not impair or affect the right of any Holder to receive payment of principal of
and interest on a Security, on or after the respective due dates expressed in
such Security, or to bring suit for the enforcement of any such payment on or
after such respective dates without the consent of such Holder.

Section 10.05. Notation on or Exchange of Securities.

            If an amendment, supplement or waiver changes the terms of a
Security, the Company may require the Holder of the Security to deliver it to
the Trustee, at which time the Trustee shall place an appropriate notation on
the Security about the changed terms and return it to the Holder. Alternatively,
if the Company or the Trustee so determines, the Company in exchange for the
Security shall issue and the Trustee shall authenticate a new Security that
reflects the changed terms.

Section 10.06. Trustee to Sign Amendments, etc.

            Subject to Section 7.02(b), the Trustee shall sign any amendment,
supplement or waiver authorized pursuant to this Article if the amendment,
supplement or waiver does not adversely affect the rights, duties, liabilities
or immunities of the Trustee. If it does, the Trustee may but need not sign it.
In signing or refusing to sign such amendment or supplemental indenture, the
Trustee shall be entitled to receive and shall be fully protected in relying
upon, an Officers' Certificate and an Opinion of Counsel as conclusive evidence
that such amendment or supplemental indenture is authorized or permitted by this
Indenture, that it is not inconsistent herewith, and that it will be valid and
binding upon the Company in accordance with its terms.


                                      -47-

                                 ARTICLE ELEVEN

                                  MISCELLANEOUS

Section 11.01. Trust Indenture Act Controls.

            If any provision of this Indenture limits, qualifies or conflicts
with another provision which is required to be included in this Indenture by the
TIA, the required provision shall control.

Section 11.02. Notices.

            Any order, consent, notice or communication shall be sufficiently
given if in writing and delivered in person or mailed by first class mail,
postage prepaid, addressed as follows:

            if to the Company or to any Guarantor:

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

                   Attention:  Chief Financial Officer

            if to the Trustee:

                   American Stock Transfer & Trust Company
                   40 Wall Street
                   New York, NY  10005
                   Attention:  Corporate Trust Administration

            The Company or the Trustee by notice to the other may designate
additional or different addresses for subsequent notices or communications.

            Any notice or communication mailed to a Securityholder shall be
mailed to him by first class mail at his address as it appears on the
registration books of the Registrar and shall be sufficiently given to him if so
mailed within the time prescribed.

            Failure to mail a notice or communication to a Securityholder or any
defect in it shall not affect its sufficiency with respect to other
Securityholders. If a notice or communication is mailed in the manner provided
above, it is duly given, whether or not the addressee receives it except that
notice to the Trustee shall only be effective upon receipt thereof by the
Trustee.


                                      -48-

            If the Company mails notice or communications to the
Securityholders, it shall mail a copy to the Trustee at the same time.

Section 11.03. Communications by Holders with Other Holders.

            Securityholders may communicate pursuant to TIA Section 312(b) with
other Securityholders with respect to their rights under this Indenture or the
Securities. The Company, the Trustee, the Registrar and anyone else shall have
the protection of TIA Section 312(c).

Section 11.04. Certificate and Opinion as to Conditions Precedent.

            Upon any request or application by the Company to the Trustee to
take any action under this Indenture, the Company shall furnish to the Trustee:

            (1) an Officers' Certificate (which shall include the statements set
      forth in Section 11.05) stating that, in the opinion of the signers, all
      conditions precedent, if any, provided for in this Indenture relating to
      the proposed action have been complied with; and

            (2) an Opinion of Counsel (which shall include the statements set
      forth in Section 11.05) stating that, in the opinion of such counsel, all
      such conditions precedent and covenants, compliance with which constitutes
      a condition precedent, if any, provided for in this Indenture relating to
      the proposed action or inaction, have been complied with and that any such
      section does not conflict with the terms of this Indenture.

Section 11.05. Statements Required in Certificate or Opinion.

            Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

            (1) a statement that the person making such certificate or opinion
      has read such covenant or condition;

            (2) a brief statement as to the nature and scope of the examination
      or investigation upon which the statements or opinions contained in such
      certificate or opinion are based;

            (3) a statement that, in the opinion of such person, he has made
      such examination or investigation as is necessary to enable him to express
      an informed opinion as to whether or not such covenant or condition has
      been complied with; and


                                      -49-

            (4) a statement as to whether or not, in the opinion of such person,
      such condition or covenant has been complied with.

Section 11.06. Rules by Trustee and Agents.

            The Trustee may make reasonable rules for action by or a meeting of
Securityholders. The Registrar or Paying Agent may make reasonable rules for its
functions.

Section 11.07. Legal Holidays.

            A "Legal Holiday" is a Saturday, a Sunday, a legal holiday or a day
on which banking institutions in Fort Worth, Texas and New York, New York are
not required to be open. If a payment date is a Legal Holiday at a place of
payment, payment may be made at that place on the next succeeding day that is
not a Legal Holiday, and no interest shall accrue for the intervening period. A
"Business Day" is any day other than a Legal Holiday.

Section 11.08. Governing Law.

            The laws of the State of New York shall govern this Indenture, the
Securities of each Series and the Guarantees.

Section 11.09. No Adverse Interpretation of Other Agreements.

            This Indenture may not be used to interpret another indenture, loan
or debt agreement of the Company or a Subsidiary. Any such indenture, loan or
debt agreement may not be used to interpret this Indenture.

Section 11.10. No Recourse Against Others.

            All liability described in paragraph 13 of the Securities of any
director, officer, employee or stockholder, as such, of the Company is waived
and released.

Section 11.11. Successors and Assigns.

            All covenants and agreements of the Company in this Indenture and
the Securities shall bind its successors and assigns. All agreements of the
Trustee in this Indenture shall bind its successors and assigns.

Section 11.12. Duplicate Originals.

            The parties may sign any number of copies of this Indenture. Each
signed copy shall be an original, but all of them together represent the same
agreement.


                                      -50-

Section 11.13. Severability.

            In case any one or more of the provisions contained in this
Indenture or in the Securities of a Series shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Indenture or of
such Securities.

                                 ARTICLE TWELVE

                           SUBORDINATION OF SECURITIES

Section 12.01. Securities Subordinated to Senior Indebtedness.

            The Company covenants and agrees, and the Trustee and each Holder of
the Securities by his acceptance thereof likewise covenant and agree, that all
Securities shall be issued subject to the provisions of this Article Twelve; and
each person holding any Security, whether upon original issue or upon transfer,
assignment or exchange thereof, accepts and agrees that all payments of the
principal of and interest on the Securities by the Company shall, to the extent
and in the manner set forth in this Article Twelve, be subordinated and junior
in right of payment to the prior payment in full in cash of all Senior
Indebtedness, whether outstanding on the date of this Indenture or thereafter
incurred.

Section 12.02. No Payment on Securities in Certain Circumstances.

            (a) No direct or indirect payment (excluding any payment or
distribution of Permitted Junior Securities) by or on behalf of the Company of
principal of or interest on or to purchase, redeem or defease the Securities,
(except from those funds held in trust for the benefit of Holders of any
Securities) pursuant to the procedures set forth in Article Eight hereof,
whether pursuant to the terms of the Securities, upon acceleration or otherwise,
shall be made if, at the time of such payment, there exists a default in the
payment of all or any portion of the obligations on any Senior Indebtedness,
whether at maturity, on account of mandatory redemption or prepayment or
purchase, acceleration or otherwise, that continues beyond any applicable period
of grace, and such default shall not have been cured or waived or the benefits
of this sentence waived by or on behalf of the holders of such Senior
Indebtedness. In addition, during the continuance of any non-payment event of
default with respect to any Designated Senior Indebtedness pursuant to which the
maturity thereof may be immediately accelerated, and upon receipt by the Trustee
of written notice (a "Payment Blockage Notice") from the holder or holders of
such Designated Senior Indebtedness or the trustee or agent acting on behalf of
such Designated Senior Indebtedness, then, unless and until such event of
default has been cured or waived or has ceased to exist or such Designated
Senior Indebtedness has been discharged or repaid in full in cash or the
benefits of these provisions have been waived by the holders of such Designated
Senior Indebtedness, no direct or indirect payment (excluding any payment or
distribution of Permitted Junior Securities)


                                      -51-

shall be made by or on behalf of the Company of principal of, or interest on or
to purchase, redeem or defease the Securities, except from those funds held in
trust for the benefit of Holders of any Securities pursuant to the procedures
set forth in Article Eight hereof, during a period (a "Payment Blockage Period")
commencing on the date of receipt of such notice by the Trustee and ending 179
days thereafter, unless the maturity of such Designated Senior Indebtedness is
theretofore accelerated.

            Notwithstanding anything in this subordination provision or in the
Securities to the contrary, (x) in no event shall a Payment Blockage Period
extend beyond 179 days from the date the Payment Blockage Notice in respect
thereof was given, (y) there shall be a period of at least 181 consecutive days
in each 360-day period when no Payment Blockage Period is in effect and (z) not
more than one Payment Blockage Period may be commenced with respect to the
Securities during any period of 360 consecutive days. However, if the Payment
Blockage Notice is not given on behalf of creditors under a Credit Facility, a
representative of such creditors may, subject to the limitations set forth in
clause (y) of the preceding sentence, give one additional notice during the
Payment Blockage Period. No non-payment event of default that existed or was
continuing on the date of commencement of any Payment Blockage Period with
respect to the Designated Senior Indebtedness initiating such Payment Blockage
Period may be, or be made, the basis for the commencement of any other Payment
Blockage Period by the holder or holders of such Designated Senior Indebtedness
or the trustee or agent acting on behalf of such Designated Senior Indebtedness,
whether or not within a period of 360 consecutive days, unless such event of
default has been cured or waived for a period of not less than 90 consecutive
days.

            (b) In the event that, notwithstanding the foregoing, any payment
shall be received by the Trustee or any Holder when such payment is prohibited
by Section 12.02(a), such payment shall be held in trust for the benefit of, and
shall be paid over or delivered to, the holders of Senior Indebtedness (pro rata
to such holders on the basis of the respective amounts of Senior Indebtedness
held by such holders) or their respective representatives, or to the trustee or
trustees under any indenture pursuant to which any of such Senior Indebtedness
may have been issued, as their respective interests may appear, but only to the
extent that, upon notice from the Trustee to the holders of Senior Indebtedness
that such prohibited payment has been made, the holders of the Senior
Indebtedness (or their representative or representatives or a trustee) notify
the Trustee in writing of the amounts then due and owing on the Senior
Indebtedness, if any, and only the amounts specified in such notice to the
Trustee shall be paid to the holders of Senior Indebtedness.

Section 12.03. Payment Over of Proceeds upon Dissolution, etc.

            (a) Upon any payment or distribution of assets or securities of the
Company of any kind or character, whether in cash, property or securities
(excluding any payment or distribution of Permitted Junior Securities), upon any
dissolution or winding up or liquidation


                                      -52-

or reorganization of the Company, whether voluntary or involuntary or in
bankruptcy, insolvency, receivership or other proceedings, all Senior
Indebtedness will first be paid in full in cash before the Holders of the
Securities or the Trustee on behalf of such Holders will be entitled to receive
any payment by the Company of the principal of or interest on the Securities, or
any payment by the Company to acquire any of the Securities for cash, property
or securities, or any distribution with respect to the Securities of any cash,
property or securities (excluding any payment or distribution of Permitted
Junior Securities). Before any payment may be made by, or on behalf of, the
Company of the principal of, or interest on the Securities upon any such
dissolution or winding up or liquidation or reorganization, any payment or
distribution of assets or securities of the Company of any kind or character,
whether in cash, property or securities (excluding any payment or distribution
of Permitted Junior Securities), to which the Holders of the Securities or the
Trustee on their behalf would be entitled, but for the subordination provisions
of this Indenture, will be made by the Company or by any receiver, trustee in
bankruptcy, liquidation trustee, agent or other Person making such payment or
distribution, directly to the holders of the Senior Indebtedness (pro rata to
such holders on the basis of the respective amounts of Senior Indebtedness held
by such holders) or their representatives or to the trustee or trustees or agent
or agents under any agreement or indenture pursuant to which any of such Senior
Indebtedness may have been issued, as their respective interests may appear, to
the extent necessary to pay all such Senior Indebtedness in full in cash after
giving effect to any prior or concurrent payment, distribution or provision
therefor to or for the holders of such Senior Indebtedness.

            (b) In the event that, notwithstanding the foregoing provision
prohibiting such payment or distribution, any payment or distribution of assets
or securities of the Company of any kind or character, whether in cash, property
or securities (excluding any payment or distribution of Permitted Junior
Securities), shall be received by the Trustee or any Holder of Securities at a
time when such payment or distribution is prohibited by Section 12.03(a) and
before all obligations in respect of Senior Indebtedness are paid in full in
cash, or payment provided for, such payment or distribution shall be received
and held in trust for the benefit of, and shall be paid over or delivered to,
the holders of Senior Indebtedness (pro rata to such holders on the basis of the
respective amounts of Senior Indebtedness held by such holders) or their
respective representatives, or to the trustee or trustees or agent or agents
under any indenture pursuant to which any of such Senior Indebtedness may have
been issued, as their respective interests may appear, for application to the
payment of Senior Indebtedness remaining unpaid until all such Senior
Indebtedness has been paid in full in cash after giving effect to any prior or
concurrent payment, distribution or provision therefor to or for the holders of
such Senior Indebtedness.

            The consolidation of the Company with, or the merger of the Company
with or into, another corporation or the liquidation or dissolution of the
Company following the conveyance or transfer of its property as an entirety, or
substantially as an entirety, to another corporation upon the terms and
conditions provided in Article Five (or any replacement


                                      -53-

provisions as contemplated by Article Five) shall not be deemed a dissolution,
winding up, liquidation or reorganization for the purposes of this Section 12.03
if such other corporation shall, as a part of such consolidation, merger,
conveyance or transfer, comply with the conditions stated in Article Five (or
any replacement provisions as contemplated by Article Five).

Section 12.04. Subrogation.

            Upon the payment in full of all Senior Indebtedness, or provision
for payment, the Holders of the Securities shall be subrogated to the rights of
the holders of Senior Indebtedness to receive payments or distributions of cash,
property or securities of the Company made on such Senior Indebtedness until the
principal of and interest on the Securities shall be paid in full in cash; and,
for the purposes of such subrogation, no payments or distributions to the
holders of the Senior Indebtedness of any cash, property or securities to which
the Holders of the Securities or the Trustee on their behalf would be entitled
except for the provisions of this Article Twelve, and no payment over pursuant
to the provisions of this Article Twelve to the holders of Senior Indebtedness
by Holders of the Securities or the Trustee on their behalf shall, as between
the Company, its creditors other than holders of Senior Indebtedness, and the
Holders of the Securities, be deemed to be a payment by the Company to or on
account of the Senior Indebtedness. It is understood that the provisions of this
Article Twelve are and are intended solely for the purpose of defining the
relative rights of the Holders of the Securities, on the one hand, and the
holders of the Senior Indebtedness, on the other hand.

            If any payment or distribution to which the Holders of the
Securities would otherwise have been entitled but for the provisions of this
Article Twelve shall have been applied, pursuant to the provisions of this
Article Twelve, to the payment of all amounts payable under Senior Indebtedness,
then and in such case, the Holders of the Securities shall be entitled to
receive from the holders of such Senior Indebtedness any payments or
distributions received by such holders of Senior Indebtedness in excess of the
amount required to make payment in full, or provision for payment, of such
Senior Indebtedness.

Section 12.05. Obligations of Company Unconditional.

            Nothing contained in this Article Twelve or elsewhere in this
Indenture or in the Securities is intended to or shall impair, as among the
Company and the Holders of the Securities, the obligation of the Company, which
is absolute and unconditional, to pay to the Holders of the Securities the
principal of and interest on the Securities as and when the same shall become
due and payable in accordance with their terms, or is intended to or shall
affect the relative rights of the Holders of the Securities and creditors of the
Company other than the holders of the Senior Indebtedness, nor shall anything
herein or therein prevent the Holder of any Security or the Trustee on its
behalf from exercising all remedies otherwise permitted by applicable law upon
default under this Indenture, subject to the rights, if any, under this


                                      -54-

Article Twelve of the holders of the Senior Indebtedness in respect of cash,
property or securities of the Company received upon the exercise of any such
remedy.

            Without limiting the generality of the foregoing, nothing contained
in this Article Twelve shall restrict the right of the Trustee or the Holders of
Securities to take any action to declare the Securities to be due and payable
prior to their stated maturity pursuant to Section 6.01 or to pursue any rights
or remedies hereunder; provided, however, that all Senior Indebtedness then due
and payable shall first be paid in full before the Holders of the Securities or
the Trustee is entitled to receive any direct or indirect payment from the
Company of principal of or interest on the Securities.

Section 12.06. Notice to Trustee.

            The Company shall give prompt written notice to the Trustee of any
fact known to the Company which would prohibit the making of any payment to or
by the Trustee in respect of the Securities pursuant to the provisions of this
Article Twelve. The Trustee shall not be charged with knowledge of the existence
of any event of default with respect to any Senior Indebtedness or of any other
facts which would prohibit the making of any payment to or by the Trustee unless
and until the Trustee shall have received notice in writing at its corporate
trust office to that effect signed by an Officer of the Company, or by a holder
of Senior Indebtedness or trustee or agent therefor; and prior to the receipt of
any such written notice, the Trustee shall, subject to Article Seven, be
entitled to assume that no such facts exist; provided that if the Trustee shall
not have received the notice provided for in this Section 12.06 at least two
Business Days prior to the date upon which by the terms of this Indenture any
moneys shall become payable for any purpose (including, without limitation, the
payment of the principal of or interest on any Security), then, regardless of
anything herein to the contrary, the Trustee shall have full power and authority
to receive any moneys from the Company and to apply the same to the purpose for
which they were received, and shall not be affected by any notice to the
contrary which may be received by it on or after such prior date. Nothing
contained in this Section 12.06 shall limit the right of the holders of Senior
Indebtedness to recover payments as contemplated by Section 12.03. The Trustee
shall be entitled to rely on the delivery to it of a written notice by a Person
representing himself or itself to be a holder of any Senior Indebtedness (or a
trustee on behalf of, or other representative of, such holder) to establish that
such notice has been given by a holder of such Senior Indebtedness or a trustee
or representative on behalf of any such holder.

            In the event that the Trustee determines in good faith that any
evidence is required with respect to the right of any Person as a holder of
Senior Indebtedness to participate in any payment or distribution pursuant to
this Article Twelve, the Trustee may request such Person to furnish evidence to
the reasonable satisfaction of the Trustee as to the amount of Senior
Indebtedness held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and any other facts pertinent to the


                                      -55-

rights of such Person under this Article Twelve, and if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment.

Section 12.07. Reliance on Judicial Order or Certificate of Liquidating Agent.

            Upon any payment or distribution of assets or securities referred to
in this Article Twelve, the Trustee and the Holders of the Securities shall be
entitled to rely upon any order or decree made by any court of competent
jurisdiction in which bankruptcy, dissolution, winding-up, liquidation or
reorganization proceedings are pending, or upon a certificate of the receiver,
trustee in bankruptcy, liquidating trustee, agent or other person making such
payment or distribution, delivered to the Trustee or to the Holders of the
Securities for the purpose of ascertaining the persons entitled to participate
in such distribution, the holders of the Senior Indebtedness and other
indebtedness of the Company, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article Twelve.

Section 12.08. Trustee's Relation to Senior Indebtedness.

            The Trustee and any Paying Agent shall be entitled to all the rights
set forth in this Article Twelve with respect to any Senior Indebtedness which
may at any time be held by it in its individual or any other capacity to the
same extent as any other holder of Senior Indebtedness, and nothing in this
Indenture shall deprive the Trustee or any Paying Agent of any of its rights as
such holder.

            With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Article Twelve, and no implied covenants
or obligations with respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee. The Trustee shall not be deemed to owe
any fiduciary duty to the holders of Senior Indebtedness (except as provided in
Section 12.03(b)). The Trustee shall not be liable to any such holders if the
Trustee shall in good faith mistakenly pay over or distribute to Holders of
Securities or to the Company or to any other person cash, property or securities
to which any holders of Senior Indebtedness shall be entitled by virtue of this
Article Twelve or otherwise.

Section 12.09. Subordination Rights Not Impaired by Acts or Omissions of the
               Company or Holders of Senior Indebtedness.

            No right of any present or future holders of any Senior Indebtedness
to enforce subordination as provided herein shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Company
or by any act or failure to act, in good faith, by any such holder, or by any
noncompliance by the Company with the terms of this Indenture, regardless of any
knowledge thereof which any such holder may have or otherwise


                                      -56-

be charged with. The provisions of this Article Twelve are intended to be for
the benefit of, and shall be enforceable directly by, the holders of Senior
Indebtedness.

Section 12.10. Securityholders Authorize Trustee to Effectuate Subordination of
               Securities.

            Each Holder of Securities by his acceptance of such Securities
authorizes and expressly directs the Trustee on his behalf to take such action
as may be necessary or appropriate to effectuate the subordination provided in
this Article Twelve, and appoints the Trustee his attorney-in-fact for such
purposes, including, in the event of any dissolution, winding-up, liquidation or
reorganization of the Company (whether in bankruptcy, insolvency, receivership,
reorganization or similar proceedings or upon an assignment for the benefit of
creditors or otherwise) tending towards liquidation of the business and assets
of the Company, the filing of a claim for the unpaid balance of its or his
Securities in the form required in those proceedings.

Section 12.11. This Article Not to Prevent Events of Default.

            The failure to make a payment on account of principal of or interest
on the Securities by reason of any provision of this Article Twelve shall not be
construed as preventing the occurrence of an Event of Default specified in
clause (1) or (2) of Section 6.01.

Section 12.12. Trustee's Compensation Not Prejudiced.

            Nothing in this Article Twelve shall apply to amounts due to the
Trustee pursuant to other sections in this Indenture.

Section 12.13. No Waiver of Subordination Provisions.

            Without in any way limiting the generality of Section 12.09, the
holders of Senior Indebtedness may, at any time and from time to time, without
the consent of or notice to the Trustee or the Holders of the Securities,
without incurring responsibility to the Holders of the Securities and without
impairing or releasing the subordination provided in this Article Twelve or the
obligations hereunder of the Holders of the Securities to the holders of Senior
Indebtedness, do any one or more of the following: (a) change the manner, place
or terms of payment or extend the time of payment of, or renew or alter, Senior
Indebtedness or any instrument evidencing the same or any agreement under which
Senior Indebtedness is outstanding or secured; (b) sell, exchange, release or
otherwise deal with any property pledged, mortgaged or otherwise securing Senior
Indebtedness; (c) release any Person liable in any manner for the collection of
Senior Indebtedness; and (d) exercise or refrain from exercising any rights
against the Company and any other Person.


                                      -57-

Section 12.14. Certain Payments May Be Paid Prior to Dissolution.

            All money and United States government obligations properly
deposited in trust with the Trustee pursuant to and in accordance with Article
Eight shall be for the sole benefit of the Holders and shall not be subject to
this Article Twelve.

            Nothing contained in this Article Twelve or elsewhere in this
Indenture shall prevent (i) the Company, except under the conditions described
in Section 12.02, from making payments of principal of and interest on the
Securities, or from depositing with the Trustee any moneys for such payments or
from effecting a termination of the Company's and the Guarantors' obligations
under the Securities and this Indenture as provided in Article Eight, or (ii)
the application by the Trustee of any moneys deposited with it for the purpose
of making such payments of principal of on and interest on the Securities to the
holders entitled thereto unless at least two Business Days prior to the date
upon which such payment becomes due and payable, the Trustee shall have received
the written notice provided for in Section 12.02(b) or in Section 12.06. The
Company shall give prompt written notice to the Trustee of any dissolution,
winding up, liquidation or reorganization of the Company.

                                ARTICLE THIRTEEN

                           SUBORDINATION OF GUARANTEE

Section 13.01. Guarantee Obligations Subordinated to Guarantor Senior
               Indebtedness.

            Each Guarantor covenants and agrees, and the Trustee and each Holder
of the Securities by his acceptance thereof likewise covenant and agree, that
the Guarantee of such Guarantor shall be issued subject to the provisions of
this Article Thirteen; and each person holding any Security, whether upon
original issue or upon transfer, assignment or exchange thereof, accepts and
agrees that all payments of the principal of, premium, if any, and interest on
the Securities pursuant to the Guarantee made by or on behalf of any Guarantor
shall, to the extent and in the manner set forth in this Article Thirteen, be
subordinated and junior in right of payment to the prior payment in full in cash
of all Guarantor Senior Indebtedness of such Guarantor, whether outstanding on
the date of this Indenture or thereafter incurred.

Section 13.02. No Payment on Guarantees in Certain Circumstances.

            (a) No direct or indirect payment (excluding any payment or
distribution of Permitted Junior Securities) by or on behalf of any Guarantor of
principal of, or interest on or to purchase, redeem or defease the Securities,
except from those funds held in trust for the benefit of Holders of any
Securities pursuant to the procedures set forth in Article Eight hereof,
pursuant to such Guarantor's Guarantee, whether pursuant to the terms of the
Securities, upon acceleration or otherwise, shall be made if, at the time of
such payment, there


                                      -58-

exists a default in the payment of all or any portion of the obligations on any
Guarantor Senior Indebtedness of such Guarantor, whether at maturity, on account
of mandatory redemption or prepayment or purchase, acceleration or otherwise,
that continues beyond any applicable period of grace, and such default shall not
have been cured or waived or the benefits of this sentence waived by or on
behalf of the holders of such Guarantor Senior Indebtedness. In addition, during
the continuance of any non-payment event of default with respect to any
Designated Guarantor Senior Indebtedness pursuant to which the maturity thereof
may be immediately accelerated, and upon receipt by the Trustee of written
notice (the "Guarantor Payment Blockage Notice") from the holder or holders of
such Designated Guarantor Senior Indebtedness or the trustee or agent acting on
behalf of such Designated Guarantor Senior Indebtedness, then, unless and until
such event of default has been cured or waived or has ceased to exist or such
Designated Guarantor Senior Indebtedness has been discharged or paid in full in
cash or the benefits of these provisions have been waived by the holders of such
Designated Guarantor Senior Indebtedness, no direct or indirect payment
(excluding any payment or distribution of Permitted Junior Securities) shall be
made by or on behalf of such Guarantor of principal, or interest on or to
purchase, redeem or defease the Securities, except from those funds held in
trust for the benefit of the Holders of any Securities pursuant to the
procedures set forth in Article Eight, during a period (a "Guarantor Blockage
Period") commencing on the date of receipt of such notice by the Trustee and
ending 179 days thereafter, unless the maturity of such Designated Senior
Indebtedness is theretofore accelerated.

            Notwithstanding anything in this subordination provision or in the
Securities to the contrary, (x) in no event shall a Guarantor Blockage Period
extend beyond 179 days from the date the Guarantor Payment Blockage Notice in
respect thereof was given, (y) there shall be a period of at least 181
consecutive days in each 360-day period when no Guarantor Blockage Period is in
effect and (z) not more than one Guarantor Blockage Period may be commenced with
respect to any Guarantor during any period of 360 consecutive days. However, if
the Payment Blockage Notice is not given on behalf of creditors under a Credit
Facility, a representative of such creditors may, subject to the limitations set
forth in clause (y) of the preceding sentence, give one additional notice during
the Payment Blockage Period. No non-payment event of default that existed or was
continuing on the date of commencement of any other Guarantor Blockage Period
with respect to the Designated Guarantor Senior Indebtedness initiating such
Guarantor Blockage Period may be, or be made, the basis for the commencement of
any other Guarantor Blockage Period by the holder or holders of such Designated
Guarantor Senior Indebtedness or the trustee or agent acting on behalf of such
Designated Guarantor Senior Indebtedness, whether or not within a period of 360
consecutive days, unless such event of default has been cured or waived for a
period of not less than 90 consecutive days.

            (b) In the event that, notwithstanding the foregoing, any payment
shall be received by the Trustee or any Holder when such payment is prohibited
by Section 13.02(a),


                                      -59-

such payment shall be held in trust for the benefit of, and shall be paid over
or delivered to, the holders of such Guarantor Senior Indebtedness (pro rata to
such holders on the basis of the respective amounts of Senior Indebtedness held
by such holders) or their respective representatives, or to the trustee or
trustees under any indenture pursuant to which any of such Guarantor Senior
Indebtedness may have been issued, as their respective interests may appear, but
only to the extent that, upon notice from the Trustee to the holders of such
Guarantor Senior Indebtedness that such prohibited payment has been made, the
holders of such Guarantor Senior Indebtedness (or their representative or
representatives or a trustee) notify the Trustee in writing of the amounts then
due and owing on such Guarantor Senior Indebtedness, if any, and only the
amounts specified in such notice to the Trustee shall be paid to the holders of
such Guarantor Senior Indebtedness.

Section 13.03. Payment Over of Proceeds upon Dissolution, etc.

            (a) Upon any payment or distribution of assets or securities of any
Guarantor of any kind or character, whether in cash, property or securities
(excluding any payment or distribution of Permitted Junior Securities), upon any
dissolution or winding-up or liquidation or reorganization of such Guarantor,
whether voluntary or involuntary or in bankruptcy, insolvency, receivership or
other proceedings, all Guarantor Senior Indebtedness of such Guarantor will
first be paid in full before the Holders of the Securities or the Trustee on
behalf of such Holders will be entitled to receive any payment by such Guarantor
of the principal of or interest on the Securities pursuant to such Guarantor's
Guarantee, or any payment to acquire any of the Securities for cash, property or
securities, or any distribution with respect to the Securities of any cash,
property or securities (excluding any payment or distribution of Permitted
Junior Securities). Before any payment may be made by, or on behalf of, any
Guarantor of the principal of or interest on the Securities upon any such
dissolution or winding-up or liquidation or reorganization, any payment or
distribution of assets or securities of such Guarantor of any kind or character,
whether in cash, property or securities (excluding any payment or distribution
of Permitted Junior Securities), to which the Holders of the Securities or the
Trustee on their behalf would be entitled, but for the subordination provisions
of this Indenture, will be made by such Guarantor or by any receiver, trustee in
bankruptcy, liquidating trustee, agent or other Person making such payment or
distribution, directly to the holders of the Guarantor Senior Indebtedness of
such Guarantor (pro rata to such holders on the basis of the respective amounts
of such Guarantor Senior Indebtedness held by such holders) or their
representatives or to the trustee or trustees or agent or agents under any
agreement or indenture pursuant to which any of such Guarantor Senior
Indebtedness may have been issued, as their respective interests may appear, to
the extent necessary to pay all such Guarantor Senior Indebtedness in full in
cash after giving effect to any prior or concurrent payment, distribution or
provision therefor to or for the holders of such Guarantor Senior Indebtedness.


                                      -60-

            (b) In the event that, notwithstanding the foregoing provision
prohibiting such payment or distribution, any payment or distribution of assets
or securities of any Guarantor of any kind or character, whether in cash,
property or securities (excluding any payment or distribution of Permitted
Junior Securities), shall be received by the Trustee or any Holder of Securities
at a time when such payment or distribution is prohibited by Section 13.03(a)
and before all obligations in respect of the Guarantor Senior Indebtedness of
such Guarantor are paid in full in cash, or payment provided for, such payment
or distribution shall be received and held in trust for the benefit of, and
shall be paid over or delivered to, the holders of such Guarantor Senior
Indebtedness (pro rata to such holders on the basis of the respective amounts of
such Guarantor Senior Indebtedness held by such holders) or their respective
representatives, or to the trustee or trustees or agent or agents under any
indenture pursuant to which any of such Guarantor Senior Indebtedness may have
been issued, as their respective interests may appear, for application to the
payment of such Guarantor Senior Indebtedness remaining unpaid until all such
Guarantor Senior Indebtedness has been paid in full in cash after giving effect
to any prior or concurrent payment, distribution or provision therefor to or for
the holders of such Guarantor Senior Indebtedness.

            The consolidation of any Guarantor with, or the merger of any
Guarantor with or into, another corporation or the liquidation or dissolution of
any Guarantor following the conveyance or transfer of its property as an
entirety, or substantially as an entirety, to another corporation upon the terms
and conditions provided in Article Five (or any replacement provisions as
contemplated by Article Five) shall not be deemed a dissolution, winding-up,
liquidation or reorganization for the purposes of this Section 13.03 if such
other corporation shall, as a part of such consolidation, merger, conveyance or
transfer, comply with the conditions stated in Article Five (or any replacement
provisions as contemplated by Article Five).

Section 13.04. Subrogation.

            Upon the payment in full of all Guarantor Senior Indebtedness of a
Guarantor, or provision for payment, the Holders of the Securities shall be
subrogated to the rights of the holders of such Guarantor Senior Indebtedness to
receive payments or distributions of cash, property or securities of such
Guarantor made on such Guarantor Senior Indebtedness until the principal of and
interest on the Securities shall be paid in full in cash; and, for the purposes
of such subrogation, no payments or distributions to the holders of such
Guarantor Senior Indebtedness of any cash, property or securities to which the
Holders of the Securities or the Trustee on their behalf would be entitled
except for the provisions of this Article Thirteen, and no payment over pursuant
to the provisions of this Article Thirteen to the holders of such Guarantor
Senior Indebtedness by Holders of the Securities or the Trustee on their behalf
shall, as between such Guarantor, its creditors other than holders of such
Guarantor Senior Indebtedness, and the Holders of the Securities, be deemed to
be a payment by such Guarantor to or on account of such Guarantor Senior
Indebtedness. It is understood


                                      -61-

that the provisions of this Article Thirteen are and are intended solely for the
purpose of defining the relative rights of the Holders of the Securities, on the
one hand, and the holders of Guarantor Senior Indebtedness of each Guarantor, on
the other hand.

            If any payment or distribution to which the Holders of the
Securities would otherwise have been entitled but for the provisions of this
Article Thirteen shall have been applied, pursuant to the provisions of this
Article Thirteen, to the payment of all amounts payable under Guarantor Senior
Indebtedness, then and in such case, the Holders of the Securities shall be
entitled to receive from the holders of such Guarantor Senior Indebtedness any
payments or distributions received by such holders of Guarantor Senior
Indebtedness in excess of the amount required to make payment in full, or
provision for payment, of such Guarantor Senior Indebtedness.

Section 13.05. Obligations of Guarantors Unconditional.

            Nothing contained in this Article Thirteen or elsewhere in this
Indenture or in the Securities or the Guarantees is intended to or shall impair,
as among the Guarantors and the Holders of the Securities, the obligation of
each Guarantor, which is absolute and unconditional, to pay to the Holders of
the Securities the principal of and interest on the Securities as and when the
same shall become due and payable in accordance with the terms of the Guarantee
of such Guarantor, or is intended to or shall affect the relative rights of the
Holders of the Securities and creditors of any Guarantor other than the holders
of Guarantor Senior Indebtedness of such Guarantor, nor shall anything herein or
therein prevent the Holder of any Security or the Trustee on its behalf from
exercising all remedies otherwise permitted by applicable law upon default under
this Indenture, subject to the rights, if any, under this Article Thirteen of
the holders of Guarantor Senior Indebtedness in respect of cash, property or
securities of any Guarantor received upon the exercise of any such remedy.

            Without limiting the generality of the foregoing, nothing contained
in this Article Thirteen shall restrict the right of the Trustee or the Holders
of Securities to take any action to declare the Securities to be due and payable
prior to their stated maturity pursuant to Section 6.01 or to pursue any rights
or remedies hereunder; provided, however, that all Guarantor Senior Indebtedness
of any Guarantor then due and payable shall first be paid in full before the
Holders of the Securities or the Trustee is entitled to receive any direct or
indirect payment from such Guarantor of principal of or interest on the
Securities pursuant to such Guarantor's Guarantee.

Section 13.06. Notice to Trustee.

            The Company and each Guarantor shall give prompt written notice to
the Trustee of any fact known to the Company or such Guarantor which would
prohibit the making of any payment to or by the Trustee in respect of the
Securities pursuant to the provisions of this Article Thirteen. The Trustee
shall not be charged with knowledge of the


                                      -62-

existence of any event of default with respect to any Guarantor Senior
Indebtedness or of any other facts which would prohibit the making of any
payment to or by the Trustee unless and until the Trustee shall have received
notice in writing at its corporate trust office to that effect signed by an
Officer of the Company or such Guarantor, or by a holder of Guarantor Senior
Indebtedness or trustee or agent therefor; and prior to the receipt of any such
written notice, the Trustee shall, subject to Article Seven, be entitled to
assume that no such facts exist; provided that if the Trustee shall not have
received the notice provided for in this Section 13.06 at least two Business
Days prior to the date upon which by the terms of this Indenture any moneys
shall become payable for any purpose (including, without limitation, the payment
of the principal of or interest on any Security), then, regardless of anything
herein to the contrary, the Trustee shall have full power and authority to
receive any moneys from any Guarantor and to apply the same to the purpose for
which they were received, and shall not be affected by any notice to the
contrary which may be received by it on or after such prior date. Nothing
contained in this Section 13.06 shall limit the right of the holders of
Guarantor Senior Indebtedness to recover payments as contemplated by Section
13.03. The Trustee shall be entitled to rely on the delivery to it of a written
notice by a Person representing himself or itself to be a holder of any
Guarantor Senior Indebtedness (or a trustee on behalf of, or other
representative of, such holder) to establish that such notice has been given by
a holder of such Guarantor Senior Indebtedness or a trustee or representative on
behalf of any such holder.

            In the event that the Trustee determines in good faith that any
evidence is required with respect to the right of any Person as a holder of
Guarantor Senior Indebtedness to participate in any payment or distribution
pursuant to this Article Thirteen, the Trustee may request such Person to
furnish evidence to the reasonable satisfaction of the Trustee as to the amount
of Guarantor Senior Indebtedness held by such Person, the extent to which such
Person is entitled to participate in such payment or distribution and any other
facts pertinent to the rights of such Person under this Article Thirteen, and if
such evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.

Section 13.07. Reliance on Judicial Order or Certificate of Liquidating Agent.

            Upon any payment or distribution of assets or securities of a
Guarantor referred to in this Article Thirteen, the Trustee and the Holders of
the Securities shall be entitled to rely upon any order or decree made by any
court of competent jurisdiction in which bankruptcy, dissolution, winding-up,
liquidation or reorganization proceedings are pending, or upon a certificate of
the receiver, trustee in bankruptcy, liquidating trustee, agent or other person
making such payment or distribution, delivered to the Trustee or to the Holders
of the Securities for the purpose of ascertaining the persons entitled to
participate in such distribution, the holders of Guarantor Senior Indebtedness
of such Guarantor and other indebtedness of such Guarantor, the amount thereof
or payable thereon, the amount or


                                      -63-

amounts paid or distributed thereon and all other facts pertinent thereto or to
this Article Thirteen.

Section 13.08. Trustee's Relation to Guarantor Senior Indebtedness.

            The Trustee and any Paying Agent shall be entitled to all the rights
set forth in this Article Thirteen with respect to any Guarantor Senior
Indebtedness which may at any time be held by it in its individual or any other
capacity to the same extent as any other holder of Guarantor Senior
Indebtedness, and nothing in this Indenture shall deprive the Trustee or any
Paying Agent of any of its rights as such holder.

            With respect to the holders of Guarantor Senior Indebtedness, the
Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article Thirteen, and no
implied covenants or obligations with respect to the holders of Guarantor Senior
Indebtedness shall be read into this Indenture against the Trustee. The Trustee
shall not be deemed to owe any fiduciary duty to the holders of Guarantor Senior
Indebtedness (except as provided in Section 13.03(b)). The Trustee shall not be
liable to any such holders if the Trustee shall in good faith mistakenly pay
over or distribute to Holders of Securities or to the Company or to any other
person cash, property or securities to which any holders of Guarantor Senior
Indebtedness shall be entitled by virtue of this Article Thirteen or otherwise.

Section 13.09. Subordination Rights Not Impaired by Acts or Omissions of the
               Guarantors or Holders of Guarantor Senior Indebtedness.

            No right of any present or future holders of any Guarantor Senior
Indebtedness to enforce subordination as provided herein shall at any time in
any way be prejudiced or impaired by any act or failure to act on the part of
any Guarantor or by any act or failure to act, in good faith, by any such
holder, or by any noncompliance by any Guarantor with the terms of this
Indenture, regardless of any knowledge thereof which any such holder may have or
otherwise be charged with. The provisions of this Article Thirteen are intended
to be for the benefit of, and shall be enforceable directly by, the holders of
Guarantor Senior Indebtedness.

Section 13.10. Securityholders Authorize Trustee to Effectuate Subordination of
               Guarantee.

            Each Holder of Securities by his acceptance of such Securities
authorizes and expressly directs the Trustee on his behalf to take such action
as may be necessary or appropriate to effectuate the subordination provided in
this Article Thirteen, and appoints the Trustee his attorney-in-fact for such
purposes, including, in the event of any dissolution, winding-up, liquidation or
reorganization of any Guarantor (whether in bankruptcy, insolvency,
receivership, reorganization or similar proceedings or upon an assignment for
the benefit of creditors or otherwise) tending towards liquidation of the
business and assets of


                                      -64-

such Guarantor, the filing of a claim for the unpaid balance of its or his
Securities in the form required in those proceedings.

Section 13.11. This Article Not to Prevent Events of Default.

            The failure to make a payment on account of principal of or interest
on the Securities by reason of any provision of this Article Thirteen shall not
be construed as preventing the occurrence of an Event of Default specified in
clause (1) or (2) of Section 6.01.

Section 13.12. Trustee's Compensation Not Prejudiced.

            Nothing in this Article Thirteen shall apply to amounts due to the
Trustee pursuant to other Sections in this Indenture.

Section 13.13. No Waiver of Guarantee Subordination Provisions.

            Without in any way limiting the generality of Section 13.09, the
holders of Guarantor Senior Indebtedness may, at any time and from time to time,
without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring responsibility to the Holders of the Securities
and without impairing or releasing the subordination provided in this Article
Thirteen or the obligations hereunder of the Holders of the Securities to the
holders of Guarantor Senior Indebtedness, do any one or more of the following:
(a) change the manner, place or terms of payment or extend the time of payment
of, or renew or alter, Guarantor Senior Indebtedness or any instrument
evidencing the same or any agreement under which Guarantor Senior Indebtedness
is outstanding or secured; (b) sell, exchange, release or otherwise deal with
any property pledged, mortgaged or otherwise securing Guarantor Senior
Indebtedness; (c) release any Person liable in any manner for the collection of
Guarantor Senior Indebtedness; and (d) exercise or refrain from exercising any
rights against any Guarantor and any other Person.

Section 13.14. Certain Payments May Be Paid Prior to Dissolution.

            Nothing contained in this Article Thirteen or elsewhere in this
Indenture shall prevent (i) a Guarantor, except under the conditions described
in Section 13.02, from making payments of principal of and interest on the
Securities, or from depositing with the Trustee any moneys for such payments, or
(ii) the application by the Trustee of any moneys deposited with it for the
purpose of making such payments of principal of and interest on the Securities,
to the holders entitled thereto unless at least two Business Days prior to the
date upon which such payment becomes due and payable, the Trustee shall have
received the written notice provided for in Section 13.02(b) or in Section
13.06. A Guarantor shall give prompt written notice to the Trustee of any
dissolution, winding up, liquidation or reorganization of such Guarantor.


                                       S-1

                                   SIGNATURES

            IN WITNESS WHEREOF, the parties have caused this Indenture to be
duly executed, all as of the date first above written.

                       D.R. HORTON, INC.

                       By:         /s/ Donald R. Horton
                          -------------------------------------
                          Name: Donald R. Horton
                          Title: Chairman of the Board


                                       S-2

                                   GUARANTORS:

                                   DRHI, Inc.
                                   Meadows I, Ltd.
                                   Meadows IX, Inc.
                                   Meadows X, Inc.
                                   D.R. Horton, Inc.-Minnesota
                                   D.R. Horton, Inc.-Greensboro
                                   D.R. Horton, Inc.-Birmingham
                                   D.R. Horton, Inc.-Chicago
                                   D.R. Horton, Inc.-San Diego
                                   D.R. Horton, Inc.-New Jersey
                                   D.R. Horton, Inc.-Torrey
                                   D.R. Horton, Inc.-Louisville
                                   D.R. Horton, Inc.-Denver
                                   D.R. Horton San Diego Holding Company, Inc.
                                   D.R. Horton Los Angeles Holding Company,
                                   Inc. D.R. Horton, Inc.-Sacramento
                                   DRH Cambridge Homes, Inc.
                                   C. Richard Dobson Builders, Inc.
                                   DRH Tucson Construction, Inc.
                                   Continental Homes, Inc.
                                   KDB Homes, Inc.
                                   Continental Residential, Inc.
                                   DRH Construction, Inc.
                                   Continental Homes of Florida, Inc.
                                   CHI Construction Company
                                   CHTEX of Texas, Inc.
                                   D.R. Horton, Inc.-Portland

                                   By:         /s/ Samuel R. Fuller
                                       -----------------------------------
                                       Name: Samuel R. Fuller
                                       Title: Treasurer


                                       S-3

                                  SGS COMMUNITIES AT GRANDE QUAY, LLC

                                  By: Meadows IX, Inc., a member

                                      By:      /s/ Samuel R. Fuller
                                          ------------------------------
                                          Name: Samuel R. Fuller
                                          Title: Treasurer

                                  and

                                  By: Meadows X, Inc., a member

                                      By:      /s/ Samuel R. Fuller
                                          ------------------------------
                                          Name:  Samuel R. Fuller
                                          Title:  Treasurer

                                  D.R. HORTON MANAGEMENT COMPANY, LTD.
                                  D.R. HORTON - TEXAS, LTD.

                                  By: Meadows I, Ltd.,
                                      its general partner

                                      By:      /s/ Samuel R. Fuller
                                          ------------------------------
                                          Name:  Samuel R. Fuller
                                          Title:  Treasurer

                                  CONTINENTAL HOMES OF TEXAS, L.P.

                                  By: CHTEX of Texas, Inc.,
                                      its general partner

                                      By:      /s/ Samuel R. Fuller
                                          ------------------------------
                                          Name: Samuel R. Fuller
                                          Title: Treasurer


                                      S-4

                                  Meadows II, Ltd.
                                  CH Investments of Texas, Inc.

                                  By:         /s/ William Peck
                                      -------------------------------------
                                      Name: William Peck
                                      Title: President


                                       S-5

AMERICAN STOCK TRANSFER & TRUST COMPANY, as
      Trustee

By:        /s/ Herbert J. Lemmer
    ------------------------------
    Name:  Herbert J. Lemmer
    Title: Vice President



                                                                       Exhibit A

                                                                  Exhibit A

NO.                                                      CUSIP NO.: _______

                               [TITLE OF SECURITY]

                                D.R. HORTON, INC.
                             A DELAWARE CORPORATION

promises to pay to

or registered assigns
the principal sum of                              [Dollars]1 on

[Title of Security]
Interest Payment Dates:                       and
Record Dates:                         and

Authenticated:                                   Dated:

                                                 D.R. HORTON, INC.

                                                 [Seal]

                                                 By _________________________
                                                    Title:

                                                 By _________________________
                                                    Title:

American Stock Transfer & Trust Company, as
Trustee, certifies that this is one of the Securities
referred to in the within mentioned Indenture.

By:___________________________________
          Authorized Signatory

_____________________
1     Or other currency. Insert corresponding provisions on reverse side of
      Security in respect of foreign currency denomination or interest payment
      requirement.

                                       A-1


                                D.R. HORTON, INC.

                               [TITLE OF SECURITY]

1. Interest.

            D.R. HORTON, INC. (the "Company"), a Delaware corporation, promises
to pay interest on the principal amount of this Security at the rate per annum
shown above. The Company will pay interest semiannually on __________________
and ______________ of each year until the principal is paid or made available
for payment. Interest on the Securities will accrue from the most recent date to
which interest has been paid or duly provided for or, if no interest has been
paid, from _______________, 20 , provided that, if there is no existing default
in the payment of interest, and if this Security is authenticated between a
record date referred to on the face hereof and the next succeeding interest
payment date, interest shall accrue from such interest payment date. Interest
will be computed on the basis of a 360-day year of twelve 30-day months.

2. Method of Payment. The Company will pay interest on the Securities (except
defaulted interest, if any, which will be paid on such special payment date to
Holders of record on such special record date as may be fixed by the Company) to
the persons who are registered Holders of Securities at the close of business on
the [Insert record dates]. Holders must surrender Securities to a Paying Agent
to collect principal payments. The Company will pay principal and interest in
money of the United States that at the time of payment is legal tender for
payment of public and private debts.

3. Paying Agent and Registrar.

            Initially, [American Stock Transfer & Trust Company] (the "Trustee")
will act as Paying Agent and Registrar. The Company may change or appoint any
Paying Agent, Registrar or co-Registrar without notice. The Company or any of
its Subsidiaries may act as Paying Agent, Registrar or co-Registrar.

4. Indenture.

            The Company issued the Securities under an Indenture dated as of
                    ("Indenture") among the Company, the Guarantors and the
Trustee. The terms of the Securities and the Guarantees include those stated in
the Indenture (including those terms set forth in the Authorizing Resolution or
supplemental indenture pertaining to the Securities of the Series of which this
Security is a part) and those made part of the Indenture by reference to the
Trust Indenture Act of 1939 ("TIA") as in effect on the date of the Indenture.
The Securities and the Guarantees are subject to all such terms, and
Securityholders are referred to the Indenture and the Act for a statement of
them.

                                       A-2


            The Company will furnish to any Securityholder upon written request
and without charge a copy of the Indenture and the applicable Authorizing
Resolution or supplemental indenture. Requests may be made to: D.R. Horton,
Inc., 1901 Ascension Blvd., Suite 100, Arlington, Texas 76006, Attention: Chief
Financial Officer.

5. Optional Redemption.2

            The Company may redeem the Securities at any time on or after
______________, ____, in whole or in part, at the following redemption prices
(expressed as a percentage of their principal amount) together with interest
accrued and unpaid to the date fixed for redemption:

                If redeemed during the
                  twelve-month period
             commencing on ___________ and
             ending on ___________ in each
                of the following years                  Percentage

            [Insert provisions relating to redemption at option of Holders, if
any]

            Notice of redemption will be mailed at least 30 days but not more
than 60 days before the redemption date to each Holder of Securities to be
redeemed at his registered address. Securities in denominations larger than
$1,000 may be redeemed in part. On and after the redemption date interest ceases
to accrue on Securities or portions of them called for redemption, provided that
if the Company shall default in the payment of such Security at the redemption
price together with accrued interest, interest shall continue to accrue at the
rate borne by the Securities.

________________________
2     If applicable.

                                       A-3


6. Mandatory Redemption.3

            The Company shall redeem      % of the aggregate principal amount of
Securities originally issued under the Indenture on each of  , which redemptions
are calculated to retire % of the Securities originally issued prior to
maturity. Such redemptions shall be made at a redemption price equal to 100% of
the principal amount thereof, together with accrued interest to the redemption
date. The Company may reduce the principal amount of Securities to be redeemed
pursuant to this Paragraph 6 by the principal amount of any Securities
previously redeemed, retired or acquired, otherwise than pursuant to this
Paragraph 6, that the Company has delivered to the Trustee for cancellation and
not previously credited to the Company's obligations under this Paragraph 6.
Each such Security shall be received and credited for such purpose by the
Trustee at the redemption price and the amount of such mandatory redemption
payment shall be reduced accordingly.

7. Denominations, Transfer, Exchange.

            The Securities are in registered form without coupons in
denominations of $1,000 and integral multiples of $1,000. A Holder may transfer
or exchange Securities by presentation of such Securities to the Registrar or a
co-Registrar with a request to register the transfer or to exchange them for an
equal principal amount of Securities of other denominations. The Registrar may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay any taxes and fees required by law or permitted by
the Indenture. The Registrar need not transfer or exchange any Security selected
for redemption, except the unredeemed part thereof if the Security is redeemed
in part, or transfer or exchange any Securities for a period of 15 days before a
selection of Securities to be redeemed.

8. Persons Deemed Owners.

            The registered Holder of this Security shall be treated as the owner
of it for all purposes.

9. Unclaimed Money.

            If money for the payment of principal or interest remains unclaimed
for two years, the Trustee or Paying Agent will pay the money back to the
Company at its request. After that, Holders entitled to the money must look to
the Company for payment unless an abandoned property law designates another
person.

________________________
3     If applicable.

                                      A-4


10. Amendment, Supplement, Waiver.

            Subject to certain exceptions, the Indenture or the Securities may
be amended or supplemented with the consent of the Holders of at least a
majority in principal amount of the outstanding Securities of each Series
affected by the amendment, and any past default or compliance with any provision
relating to any Series of the Securities may be waived in a particular instance
with the consent of the Holders of a majority in principal amount of the
outstanding Securities of such Series. Without the consent of any
Securityholder, the Company and the Trustee may amend or supplement the
Indenture or the Securities to cure any ambiguity, defect or inconsistency, to
provide for uncertificated Securities in addition to or in place of certificated
Securities, to create a Series and establish its terms, to remove a Guarantor in
respect of any Series which, in accordance with the terms of the Indenture,
ceases to be liable in respect of its Guarantee, or to make any other change,
provided such action does not adversely affect the rights of any Securityholder.

11. Successor Corporation.

            When a successor corporation assumes all the obligations of its
predecessor under the Securities and the Indenture, the predecessor corporation
will be released from those obligations.

12. Trustee Dealings With Company.

            [American Stock Transfer & Trust Company,] the Trustee under the
Indenture, in its individual or any other capacity, may make loans to, accept
deposits from, and perform services for the Company or its affiliates, and may
otherwise deal with the Company or its affiliates, as if it were not Trustee.

13. No Recourse Against Others.

            A director, officer, employee or stockholder, as such, of the
Company shall not have any liability for any obligations of the Company under
the Securities or the Indenture or for any claim based on, in respect of or by
reason of, such obligations or their creation. Each Securityholder by accepting
a Security waives and releases all such liability. The waiver and release are
part of the consideration for the issue of the Securities.

14. Discharge of Indenture.

            The Indenture contains certain provisions pertaining to defeasance,
which provisions shall for all purposes have the same effect as if set forth
herein.

                                      A-5


15. Authentication.

            This Security shall not be valid until the Trustee signs the
certificate of authentication on the other side of this Security.

16. Abbreviations.

            Customary abbreviations may be used in the name of a Securityholder
or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by
the entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= custodian), and U/G/M/A (= Uniform Gifts to Minors
Act).

                                      A-6


                                 ASSIGNMENT FORM

     If you the Holder want to assign this Security, fill in the form below:

     I or we assign and transfer this Security to

________________________________________________________________________________

________________________________________________________________________________
              (Insert assignee's social security or tax ID number)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
             (Print or type assignee's name, address, and zip code)

and irrevocably appoint

________________________________________________________________________________
agent to transfer this Security on the books of the Company. The agent may
substitute another to act for him.

________________________________________________________________________________

Date: ________________            Your signature:_______________________________
                                  (Sign exactly as your name appears on the
                                  other side of this Security)

Signature Guarantee: ___________________________________________________________



              [FORM OF NOTATION ON SECURITY RELATING TO GUARANTEE]

                                    GUARANTEE

            [List of Guarantors] (the "Guarantors") have unconditionally
guaranteed, jointly and severally (such guarantee by each Guarantor being
referred to herein as the "Guarantee") (i) the due and punctual payment of the
principal of and interest on the Securities, whether at maturity, by
acceleration or otherwise, the due and punctual payment of interest on the
overdue principal and interest, if any, on the Securities, to the extent lawful,
and the due and punctual performance of all other obligations of the Company to
the Holders or the Trustee all in accordance with the terms set forth in Article
Nine of the Indenture and (ii) in case of any extension of time of payment or
renewal of any Securities or any of such other obligations, that the same will
be promptly paid in full when due or performed in accordance with the terms of
the extension or renewal, whether at stated maturity, by acceleration or
otherwise.

            No past, present or future stockholder, officer, director, employee
or incorporator, as such, of any of the Guarantors shall have any liability
under the Guarantee by reason of such person's status as stockholder, officer,
director, employee or incorporator. Each holder of a Security by accepting a
Security waives and releases all such liability. This waiver and release are
part of the consideration for the issuance of the Guarantees.

            Each holder of a Security by accepting a Security agrees that any
Guarantor named below shall have no further liability with respect to its
Guarantee if such Guarantor otherwise ceases to be liable in respect of its
Guarantee in accordance with the terms of the Indenture.



            The Guarantee shall not be valid or obligatory for any purpose until
the certificate of authentication on the Securities upon which the Guarantee is
noted shall have been executed by the Trustee under the Indenture by the manual
signature of one of its authorized officers.

                                        [List of Guarantors]

                                        By: ____________________________________
                                            Title:

EX-4.1(D)

Exhibit 4.1(d)

              FORM OF SUBORDINATED TRUST DEBT SECURITIES INDENTURE

                               D.R. HORTON, INC.,
                                    AS ISSUER

                                       TO


                    _______________________________________,

                                   AS TRUSTEE

                                    INDENTURE

                             Subordinated Debentures

                           Dated as of ______________



                                TABLE OF CONTENTS



                                                                                                Page
                                                                                                ----
                                                                                             
ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION..........................     1
           SECTION 101.     Definitions......................................................     1
           SECTION 102.     Compliance Certificates and Opinions.............................     9
           SECTION 103.     Form of Documents Delivered to Trustee...........................     9
           SECTION 104.     Acts of Holders..................................................    10
           SECTION 105.     Notices, etc., to Trustee and Company............................    11
           SECTION 106.     Notice to Holders; Waiver........................................    11
           SECTION 107.     Effect of Headings and Table of Contents.........................    12
           SECTION 108.     Successors and Assigns...........................................    12
           SECTION 109.     Separability Clause..............................................    12
           SECTION 110.     Benefits of Indenture............................................    12
           SECTION 111.     Governing Law....................................................    12
           SECTION 112.     Legal Holidays...................................................    12
           SECTION 113.     No Recourse Against Others.......................................    12

ARTICLE TWO SECURITIES FORMS.................................................................    13
           SECTION 201.     Forms of Securities..............................................    13
           SECTION 202.     Form of Trustee's Certificate of Authentication..................    13
           SECTION 203.     Securities Issuable in Global Form...............................    13

ARTICLE THREE THE SECURITIES.................................................................    14
           SECTION 301.     Amount Unlimited; Issuable in Series.............................    14
           SECTION 302.     Denominations....................................................    17
           SECTION 303.     Execution, Authentication, Delivery and Dating...................    17
           SECTION 304.     Temporary Securities.............................................    18
           SECTION 305.     Registration, Registration of Transfer and Exchange..............    19
           SECTION 306.     Mutilated, Destroyed, Lost and Stolen Securities.................    21
           SECTION 307.     Payment of Interest; Interest Rights Preserved...................    22
           SECTION 308.     Persons Deemed Owners............................................    23
           SECTION 309.     Cancellation.....................................................    24
           SECTION 310.     Computation of Interest..........................................    24

ARTICLE FOUR SATISFACTION AND DISCHARGE......................................................    24
           SECTION 401.     Satisfaction and Discharge of Indenture..........................    24
           SECTION 402.     Application of Trust Funds.......................................    25

ARTICLE FIVE REMEDIES........................................................................    25
           SECTION 501.     Events of Default................................................    25
           SECTION 502.     Acceleration of Maturity; Rescission and Annulment...............    27
           SECTION 503.     Collection of Indebtedness and Suits for Enforcement by Trustee..    28
           SECTION 504.     Trustee May File Proofs of Claim.................................    29


                                       i


                                TABLE OF CONTENTS
                                   (CONTINUED)



                                                                                                Page
                                                                                                ----
                                                                                             
           SECTION 505.     Trustee May Enforce Claims Without Possession of Securities......    30
           SECTION 506.     Application of Money Collected...................................    30
           SECTION 507.     Limitation on Suits..............................................    30
           SECTION 508.     Unconditional Right of Holders to Receive Principal, Premium,
                            if any, Interest and Additional Interest.........................    31
           SECTION 509.     Restoration of Rights and Remedies...............................    31
           SECTION 510.     Rights and Remedies Cumulative...................................    31
           SECTION 511.     Delay or Omission Not Waiver.....................................    32
           SECTION 512.     Control by Holders of Securities.................................    32
           SECTION 513.     Waiver of Past Defaults..........................................    32
           SECTION 514.     Waiver of Usury, Stay or Extension Laws..........................    32
           SECTION 515.     Undertaking for Costs............................................    33

ARTICLE SIX THE TRUSTEE......................................................................    33
           SECTION 601.     Notice of Defaults...............................................    33
           SECTION 602.     Certain Rights of Trustee........................................    33
           SECTION 603.     Not Responsible for Recitals or Issuance of Securities...........    34
           SECTION 604.     May Hold Securities..............................................    35
           SECTION 605.     Money Held in Trust..............................................    35
           SECTION 606.     Compensation and Reimbursement...................................    35
           SECTION 607.     Corporate Trustee Required; Eligibility; Conflicting Interests...    36
           SECTION 608.     Resignation and Removal; Appointment of Successor................    36
           SECTION 609.     Acceptance of Appointment by Successor...........................    37
           SECTION 610.     Merger, Conversion, Consolidation or Succession to Business......    38
           SECTION 611.     Preferential Collection of Claims Against Company................    38
           SECTION 612.     Appointment of Authenticating Agent..............................    39

ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY..............................    40
           SECTION 701.     Communications by Holders with Other Holders; Disclosure of
                            Names and Addresses of Holders...................................    40
           SECTION 702.     Reports by Trustee...............................................    41
           SECTION 703.     Reports by Company...............................................    41
           SECTION 704.     Company to Furnish Trustee Names and Addresses of Holders........    41

ARTICLE EIGHT CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE...............................    42


                                       ii


                                TABLE OF CONTENTS
                                   (CONTINUED)



                                                                                                Page
                                                                                                ----
                                                                                             
           SECTION 801.     Consolidations and Mergers of Company and Sales, Leases and
                            Conveyances Permitted Subject to Certain Conditions..............    42
           SECTION 802.     Rights and Duties of Successor Corporation.......................    42
           SECTION 803.     Officer's Certificate and Opinion of Counsel.....................    43

ARTICLE NINE SUPPLEMENTAL INDENTURES.........................................................    43
           SECTION 901.     Supplemental Indentures without Consent of Holders...............    43
           SECTION 903.     Execution of Supplemental Indentures.............................    45
           SECTION 904.     Effect of Supplemental Indentures................................    45
           SECTION 905.     Conformity with TIA..............................................    45
           SECTION 906.     Reference in Securities to Supplemental Indentures...............    45

ARTICLE TEN COVENANTS........................................................................    46
           SECTION 1001.    Payment of Principal, Premium, if any, Interest and Additional
                            Interest.........................................................    46
           SECTION 1002.    Maintenance of Office or Agency..................................    46
           SECTION 1003.    Money for Securities Payments to Be Held in Trust................    46
           SECTION 1004.    Existence........................................................    47
           SECTION 1005.    Maintenance of Properties........................................    48
           SECTION 1006.    Payment of Taxes and Other Claims................................    48
           SECTION 1007.    Statement as to Compliance.......................................    48
           SECTION 1008.    Additional Interest..............................................    48
           SECTION 1009.    Waiver of Certain Covenants......................................    48
           SECTION 1010.    Covenants Regarding Trust........................................    49

ARTICLE ELEVEN REDEMPTION OF SECURITIES......................................................    49
           SECTION 1101.    Applicability of Article.........................................    49
           SECTION 1102.    Election to Redeem; Notice to Trustee............................    49
           SECTION 1103.    Selection by Trustee of Securities to Be Redeemed................    49
           SECTION 1104.    Notice of Redemption.............................................    50
           SECTION 1105.    Deposit of Redemption Price......................................    51
           SECTION 1106.    Securities Payable on Redemption Date............................    51
           SECTION 1107.    Securities Redeemed in Part......................................    51

ARTICLE TWELVE SINKING FUNDS.................................................................    51
           SECTION 1201.    Applicability of Article.........................................    51
           SECTION 1202.    Satisfaction of Sinking Fund Payments with Securities............    52
           SECTION 1203.    Redemption of Securities for Sinking Fund........................    52

ARTICLE THIRTEEN REPAYMENT AT THE OPTION OF HOLDERS..........................................    52
           SECTION 1301.    Applicability of Article.........................................    52
           SECTION 1302.    Repayment of Securities..........................................    52
           SECTION 1303.    Exercise of Option...............................................    53


                                      iii


                                TABLE OF CONTENTS
                                   (CONTINUED)



                                                                                                Page
                                                                                                ----
                                                                                             
           SECTION 1304.    When Securities Presented for Repayment Become Due and Payable...    53
           SECTION 1305.    Securities Repaid in Part........................................    54

ARTICLE FOURTEEN DEFEASANCE AND COVENANT DEFEASANCE..........................................    54
           SECTION 1401.    Applicability of Article; Company's Option to Effect Defeasance
                            or Covenant Defeasance...........................................    54
           SECTION 1402.    Defeasance and Discharge.........................................    54
           SECTION 1403.    Covenant Defeasance..............................................    55
           SECTION 1404.    Conditions to Defeasance or Covenant Defeasance..................    55
           SECTION 1405.    Deposited Money and Government Obligations to Be Held in Trust;
                            Other Miscellaneous Provisions...................................    57

ARTICLE FIFTEEN SUBORDINATION................................................................    57
           SECTION 1501.    Securities Subordinate to Senior Indebtedness....................    57
           SECTION 1502.    Payment of Proceeds Upon Dissolution, Etc........................    57
           SECTION 1503.    No Payment When Senior Indebtedness in Default...................    58
           SECTION 1504.    Payment Permitted If No Default..................................    59
           SECTION 1505.    Subrogation to Rights of Holders of Senior Indebtedness..........    59
           SECTION 1506.    Provisions Solely to Define Relative Rights......................    59
           SECTION 1507.    Trustee to Effectuate Subordination..............................    60
           SECTION 1508.    No Waiver of Subordination Provisions............................    60
           SECTION 1509.    Trust Moneys Not Subordinated....................................    60
           SECTION 1510.    Notice to the Trustee............................................    61
           SECTION 1511.    Reliance on Judicial Order or Certificate of Liquidating Agent...    61
           SECTION 1512.    Trustee Not Fiduciary for Holders of Senior Indebtedness.........    61
           SECTION 1513.    Rights of Trustee as Holder of Senior Indebtedness;
                            Preservation of Trustee's Rights.................................    62
           SECTION 1514.    Article Applicable to Paying Agents..............................    62
           SECTION 1515.    Reliance by Holders of Senior Indebtedness on Subordination
                            Provisions.......................................................    62

ARTICLE SIXTEEN MISCELLANEOUS PROVISIONS.....................................................    62
           SECTION 1601.    Assignment; Binding Effect.......................................    62
           SECTION 1602.    Additional Interest..............................................    63
           SECTION 1603.    Counterparts.....................................................    63


                                       iv


                                D.R. HORTON, INC.

   Reconciliation and tie between Trust Indenture Act of 1939 (the "1939 Act")
                     and Indenture, dated as of ___________



        Trust Indenture Act Section                                                   Indenture Section
                                                                                   
        310(a)(1)..................................................................   607
        (a)(2).....................................................................   607
        (a)(3).....................................................................   Not Applicable
        (a)(4).....................................................................   Not Applicable
        (b)........................................................................   604,607,608

(S)     311(a).....................................................................   611
        311(b)(4)..................................................................   611
        (b)(6).....................................................................   611

        312(a).....................................................................   704
        (b)........................................................................   701
        (c)........................................................................   701

        313(a).....................................................................   702
        313(b).....................................................................   703
        313(c).....................................................................   702,703
        (d)........................................................................   703

        314(a).....................................................................   703,1007
        (a)(4).....................................................................   1007
        (b)........................................................................   Not Applicable
        (c)(1).....................................................................   102
        (c)(2).....................................................................   102
        (c)(3).....................................................................   Not Applicable
        (d)........................................................................   Not Applicable
        (e)........................................................................   102

        315(a).....................................................................   602
        (b)........................................................................   601
        (c)........................................................................   602
        (d)........................................................................   602
        (d)(1).....................................................................   602
        (d)(2).....................................................................   602
        (d)(3).....................................................................   602
        (e)........................................................................   515,608


                                       v




Trust Indenture Act Section                                                   Indenture Section
                                                                           
316(a).....................................................................   101
(a)(1)(A)..................................................................   502, 512
(a)(1)(B)..................................................................   513
(a)(2).....................................................................   Not Applicable
(b)........................................................................   508

317(a)(1)..................................................................   503
(a)(2).....................................................................   504
(b)........................................................................   1003

318(a).....................................................................   111
(c)........................................................................   111


NOTE: This reconciliation and tie shall not be deemed to be a part of the
      Indenture.

      Attention should also be directed to Section 318(c) of the 1939 Act, which
provides that the provisions of Sections 310 to and including 317 of the 1939
Act are a part of and govern every qualified indenture, whether or not
physically contained therein.

                                       vi



      INDENTURE, dated as of _____ _, ___, between D.R. HORTON, INC., a
corporation organized under the laws of Delaware (hereinafter called the
"Company"), having its principal office at 1901 Ascension Blvd., Suite 100,
Arlington, Texas 76006 and _______________________________________, as Trustee
hereunder (hereinafter called the "Trustee"), having its Corporate Trust Office
at ________________________________________.


                              RECITALS OF THE TRUST

      The Company deems it necessary to issue from time to time for its lawful
purposes subordinated debentures (hereinafter called the "Securities")
evidencing its unsecured and subordinated indebtedness, and has duly authorized
the execution and delivery of this Indenture to provide for the issuance from
time to time of the Securities, unlimited as to principal amount, to bear
interest at the rates or formulas, to mature at such times and to have such
other provisions as shall be fixed as hereinafter provided.

      This Indenture is subject to the provisions of the Trust Indenture Act of
1939, as amended ("TIA"), that are deemed to be incorporated into this Indenture
and shall, to the extent applicable, be governed by such provisions.

      All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

      For and in consideration of the premises and the purchase of the
Securities by the holders thereof ("Holders"), it is mutually covenanted and
agreed, for the equal and proportionate benefit of all Holders of the
Securities, as follows:

                                   ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

      SECTION 101. Definitions. For all purposes of this Indenture, except as
otherwise expressly provided or unless the context otherwise requires:

            (1) the terms defined in this Article have the meanings assigned to
them in this Article, and include the plural as well as the singular;

            (2) all other terms used herein which are defined in the TIA, either
directly or by reference therein, have the meanings assigned to them therein;

            (3) all accounting terms not otherwise defined herein have meanings
assigned to them in accordance with GAAP; and



            (4) the words "herein," "hereof" and "hereunder" and other words of
similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision.

      Certain terms, used principally in Article Three, Article Five, Article
Six and Article Ten, are defined in those Articles. In addition, the following
terms shall have the indicated respective meanings:

      "Act," when used with respect to any Holder, has the meaning specified in
Section 104.

      "Additional Interest" means (i) such additional amounts as may be required
so that the net amounts received and retained by the Holder (if the Holder is
the Securities Trust) after paying taxes, duties, assessments, or governmental
charges of whatever nature (other than withholding taxes) imposed by the United
States or any other taxing authority will not be less than the amounts the
Holder would have received had not such taxes, duties, assessments, or other
governmental charges been imposed; and (ii) such interest as shall accrue on
interest due and not paid on an Interest Payment Date, accruing at the rate
specified for such series in accordance with the terms hereof from the
applicable Interest Payment Date to the date of payment, compounded quarterly,
on each Interest Payment Date, to the extent permitted by applicable law and any
other amounts identified as "Additional Interest" in a Supplemental Indenture.

      "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

      "Authenticating Agent" means any authenticating agent appointed by the
Trustee pursuant to Section 612.

      "Authorized Newspaper" means a newspaper, customarily published on each
Business Day, whether or not published on Saturdays, Sundays or holidays, and of
general circulation in each place in connection with which the term is used or
in the financial community of each such place. Whenever successive publications
are required to be made in Authorized Newspapers, the successive publications
may be made in the same or in different Authorized Newspapers in the same city
meeting the foregoing requirements and in each case on any Business Day.

      "Bankruptcy Law" has the meaning specified in Section 501.

      "Board of Directors" means the board of Directors of the Company, the
executive committee or any committee of that board duly authorized to act
hereunder.

      "Board Resolution" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Company to have been duly adopted by the Board
of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

                                       2


      "Business Day," when used with respect to any Place of Payment or any
other particular location referred to in this Indenture or in the Securities,
means, unless otherwise specified with respect to any Securities pursuant to
Section 301, any day, other than a Saturday or Sunday, that is neither a legal
holiday nor a day on which banking institutions in that Place of Payment or
particular location are authorized or required by law, regulation or executive
order to close.

      "Capital Stock" means, with respect to any Person, any capital stock
(including preferred stock), shares, interests, participations or other
ownership interests (however designated) of such Person and any rights (other
than debt securities convertible or exchangeable for corporate stock), warrants
or options to purchase any thereof.

      "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1934, or, if at
any time after execution of this instrument such Commission is not existing and
performing the duties now assigned to it under the Trust Indenture Act, then the
body performing such duties on such date.

      "Company" means the Person named as the "Company" in the first paragraph
of this Indenture until a successor Person shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter "Company" shall mean
such successor Person.

      "Company Request" and "Company Order" mean, respectively, a written
request or order signed in the name of the Company by the Chairman of the Board,
the Chief Executive Officer, the President, any Vice President, the Chief
Financial Officer, the Secretary, any Assistant Secretary, the Controller, the
Treasurer or any Assistant Treasurer of the Company, and delivered to the
Trustee.


      "Corporate Trust Office" means the office of the Trustee at which, at any
particular time, its corporate trust business shall be principally administered,
which office at the date hereof is located at _________________________________.


      "Corporation" includes corporations, associations, partnerships, limited
liability companies and business trusts.

      "Custodian" has the meaning specified in Section 501.

      "Defaulted Interest" has the meaning specified in Section 307.

      "Dollar" or "$" means a dollar or other equivalent unit in such coin or
currency of the United States as at the time shall be legal tender for the
payment of public and private debts.

      "DTC" means The Depository Trust Company.

      "Event of Default" has the meaning specified in Article Five.

      "Exchange Act" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder by the Commission.

                                       3


      "GAAP" means generally accepted accounting principles, as in effect from
time to time, as used in the United States applied on a consistent basis.

      "Government Obligations" means securities which are (i) direct obligations
of the United States, for the payment of which its full faith and credit is
pledged or (ii) obligations of a Person controlled or supervised by and acting
as an agency or instrumentality of the United States, the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United
States, which, are not callable or redeemable at the option of the issuer
thereof, and shall also include a depository receipt issued by a bank or trust
as custodian with respect to any such Government Obligation or a specific
payment of interest on or principal of any such Government Obligation held by
such custodian for the account of the holder of a depository receipt, provided
that (except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt from
any amount received by the custodian in respect of the Government Obligation or
the specific payment of interest on or principal of the Government Obligation
evidenced by such depository receipt.

      "Guarantee" means a Guarantee Agreement, if any, executed and delivered by
the Company for the benefit of the holders from time to time of all or a portion
of the Trust Preferred Securities of a Securities Trust.

      "Holder" means the Person in whose name a Security is registered in the
Security Register.

      "Indenture" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof, and shall
include the terms of particular series of Securities established as contemplated
by Section 301; provided, however, that, if at any time more than one Person is
acting as Trustee under this instrument, "Indenture" shall mean, with respect to
any one or more series of Securities for which such Person is Trustee, this
instrument as originally executed or as it may from time to time be supplemented
or amended by one or more indentures supplemental hereto entered into pursuant
to the applicable provisions hereof and shall include the terms of the
particular series of Securities for which such Person is Trustee established as
contemplated by Section 301, exclusive, however, of any provisions or terms
which relate solely to other series of Securities, regardless of when such terms
or provisions were adopted, and exclusive of any provisions or terms adopted by
means of one or more indentures supplemental hereto executed and delivered after
such Person had become such Trustee but to which such Person, as such Trustee,
was not a party.

      "Interest Payment Date," when used with respect to any Security, means the
Stated Maturity of an installment of interest on such Security, provided that if
any Interest Payment Date is not a Business Day, then the payment of such
installment of interest on such Security shall be made on the next succeeding
day which is a Business Day (and without any interest or other payment in
respect of any such delay) except that, if such Business Day is in the next
succeeding calendar year, payment of such installment of interest on such
Security shall be made on the immediately preceding Business Day, in each case,
with the same force and effect as if made on such date.

                                       4


      "Maturity," when used with respect to any Security, means the date on
which the principal of such Security or an installment of principal becomes due
and payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, notice of redemption, notice of option to elect
repayment or otherwise.

      "Officer's Certificate" means a certificate signed by an executive officer
of the Company, and delivered to the Trustee.

      "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company or who may be an employee of or other counsel for the
Company and who shall be reasonably satisfactory to the Trustee.

      "Original Issue Discount Security" means any Security which provides for
an amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 502.

      "Outstanding," when used with respect to Securities of a series, means, as
of the date of determination, all Securities of such series theretofore
authenticated and delivered under this Indenture, except:

            (i) Securities theretofore canceled by the Trustee or delivered to
the Trustee for cancellation;

            (ii) Securities, or portions thereof, for whose payment or
redemption or repayment at the option of the Holder money in the necessary
amount has been theretofore deposited with the Trustee or any Paying Agent
(other than the Company) in trust or set aside and segregated in trust by the
Company (if the Company shall act as its own Paying Agent) for the Holders of
such Securities, provided that, if such Securities are to be redeemed, notice of
such redemption has been duly given pursuant to this Indenture or provision
therefor satisfactory to the Trustee has been made;

            (iii) Securities, except to the extent provided in Sections 1402 and
1403 with respect to which the Company has effected defeasance and/or covenant
defeasance as provided in Article Fourteen; and

            (iv) Securities which have been paid pursuant to Section 306 or in
exchange for or in lieu of which other Securities have been authenticated and
delivered pursuant to this Indenture, other than any such Securities in respect
of which there shall have been presented to the Trustee proof satisfactory to it
that such Securities are held by a bona fide purchaser in whose hands such
Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, and for the
purpose of making the calculations required by TIA Section 313, (i) the
principal amount of an Original Issue Discount Security that may be counted in
making such determination or calculation and that shall be deemed to be
Outstanding for such purpose shall be equal to the amount of principal thereof
that would be (or shall have been declared to be) due and payable, at the time
of such determination, upon a declaration of

                                       5


acceleration of the maturity thereof pursuant to Section 502 and (ii) Securities
owned by the Company or another obligor upon the Securities or any Affiliate of
the Company or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in making such calculation or in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which the
Trustee knows to be so owned shall be so disregarded. Securities so owned which
have been pledged in good faith may be regarded as outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or an Affiliate of the Company or of such
other obligor.

      "Paying Agent" means any Person authorized by the Company to pay the
principal of (and premium, if any) or interest on any Securities.

      "Person" means any individual, corporation, partnership, limited liability
company, joint venture, association, joint-stock company, trust, unincorporated
organization or government or any agency or political subdivision thereof.

      "Place of Payment," when used with respect to the Securities of or within
any series, means the place or places where the principal of (and premium, if
any) and interest on such Securities are payable as specified as contemplated by
Sections 301 and 1002.

      "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any security
authenticated and delivered under Section 306 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security.

      "Redemption Date," when used with respect to any Security to be redeemed,
in whole or in part, means the date fixed for such redemption by or pursuant to
this Indenture, provided that if any Redemption Date is not a Business Day, then
the payment of such Redemption Price on such Security shall be made on the next
succeeding day which is a Business Day (and without any interest or other
payment in respect of any such delay) except that, if such Business Day is in
the next succeeding calendar year, payment of such Redemption Price on such
Security shall be made on the immediately preceding Business Day, in each case,
with the same force and effect as if made on such date.

      "Redemption Price," when used with respect to any Security to be redeemed,
means the price at which it is to be redeemed pursuant to this Indenture.

      "Regular Record Date" for the interest payable on any Interest Payment
Date on the Securities of or within any series means the date specified for that
purpose as contemplated by Section 301, whether or not a Business Day.

      "Repayment Date" means, when used with respect to any Security to be
repaid at the option of the Holder, the date fixed for such repayment by or
pursuant to this Indenture.

      "Repayment Price" means, when used with respect to any Security to be
repaid at the option of the Holder, the price at which it is to be repaid by or
pursuant to this Indenture.

                                       6


      "Responsible Officer," when used with respect to the Trustee, means the
chairman or vice-chairman of the board of directors, the chairman or
vice-chairman of the executive committee of the board of directors, the
president, any vice president (whether or not designated by a number or a word
or words added before or after the title "vice president"), the secretary, any
assistant secretary, the treasurer, any assistant treasurer, any corporate trust
officer, the controller or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of such officer's
knowledge and familiarity with the particular subject.

      "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder by the Commission.

      "Securities Trust" means any statutory trust formed by the Company or an
Affiliate to issue Trust Securities, the proceeds of which will be used to
purchase Securities of one or more series.

      "Security" has the meaning stated in the first recital of this Indenture
and, more particularly, means any Security or Securities authenticated and
delivered under this Indenture; provided, however, that, if at any time there is
more than one Person acting as Trustee under this Indenture, "Securities" with
respect to the Indenture as to which such Person is Trustee shall have the
meaning stated in the first recital of this Indenture and shall more
particularly mean Securities authenticated and delivered under this Indenture,
exclusive, however, of Securities of any series as to which such Person is not
Trustee.

      "Security Register" and "Security Registrar" have the respective meanings
specified in Section 305.

      "Senior Indebtedness" means, with respect to any Person, (i) any payment
due in respect of indebtedness of such Person, whether outstanding at the date
of execution of this Indenture or thereafter incurred, created, or assumed, (a)
in respect of money borrowed (including all obligations under credit facilities,
whether for principal, interest, fees, expenses or indemnities, and including
any swap, financial derivative, hedging or futures contract or similar
instrument) and (b) evidenced by securities, debentures, bonds, notes or other
similar instruments issued by such Person, including all obligations under its
indentures with various trustees; (ii) all capital lease obligations,unless the
instrument under which such indebtedness of such Person for money borrowed is
incurred expressly provides that such indebtedness is not senior or superior in
right of payment to the Securities of the applicable series; (iii) all
obligations issued or assumed as the deferred purchase price of property, all
conditional sale obligations and all obligations of such Person under any title
retention agreement (but excluding trade accounts payable arising in the
ordinary course of business); (iv) all obligations for the reimbursement of any
letter of credit, banker's acceptance, security purchase facility or similar
credit transaction; (v) all obligations of the type referred to in clauses (i)
through (iv) above of other Persons the payment of which such Person is
responsible or liable as obligor, guarantor or otherwise; and (vi) all
obligations of the type referred to in clauses (i) through (v) above of other
Persons secured by any lien on any property or asset of such Person (whether or
not such obligation is assumed by such Person), except for (1) any such
indebtedness that is by its terms subordinated to or pari passu with the

                                       7


Securities and (2) any unsecured indebtedness between or among such Person or
its Affiliates. Such Senior Indebtedness shall continue to be entitled to the
benefits of the subordination provisions contained in Article Fifteen
irrespective of any amendment, modification or waiver of any term of such Senior
Indebtedness.

      "Significant Subsidiary" means any Subsidiary which is a "significant
subsidiary" (as defined in Article I, Rule 1-02 of Regulation S-X, promulgated
under the Securities Act of 1933) of the Company.

      "Special Record Date" for the payment of any Defaulted Interest on the
Securities of or within any series means a date fixed by the Trustee pursuant to
Section 307.

      "Stated Maturity," when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security representing such installment of interest as the fixed date on
which the principal of such Security or such installment of principal or
interest is due and payable.

      "Subsidiary" means a Corporation a majority of the outstanding voting
stock of which is owned, directly or indirectly, by the Company or by one or
more other Subsidiaries of the Company. For the purposes of this definition,
"voting stock" means Capital Stock having voting power for the election of
directors, members or body performing similar functions, whether at all times or
only so long as no senior class of stock has such voting power by reason of any
contingency.

      "Trust Agreement," when used with respect to a Securities Trust, means the
agreement or instrument that governs the affairs of such Securities Trust.

      "Trust Common Securities" means the common securities issued by a
Securities Trust, which securities represent an undivided beneficial ownership
interest in the assets of such Securities Trust and have the rights provided
therefor in the Trust Agreement.

      "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939, as
amended and as in effect from time to time.

      "Trust Preferred Securities" means the preferred securities issued by a
Securities Trust, which securities represent an undivided beneficial ownership
interest in the assets of such Securities Trust and have the rights and
preferences provided therefor in the Trust Agreement.

      "Trust Securities" means the Trust Common Securities and the Trust
Preferred Securities.

      "Trustee" means the Person named as the "Trustee" in the first paragraph
of this Indenture until a successor Trustee shall have become so pursuant to the
applicable provisions of this Indenture, and thereafter "Trustee" shall mean or
include each Person who is then a Trustee hereunder; provided, however, that if
at any time there is more than one such Person, "Trustee" as used with respect
to the Securities of any series shall mean only the Trustee with respect to
Securities of that series.

      "United States" means the United States of America.

                                       8


      "Yield to Maturity" means the yield to maturity, computed at the time of
issuance of a Security (or, if applicable, at the most recent redetermination of
interest on such Security) and as set forth in such Security in accordance with
generally accepted United States bond yield computation principles.

      SECTION 102. Compliance Certificates and Opinions. Upon any application or
request by the Company to the Trustee to take any action under any provision of
this Indenture, the Company shall furnish to the Trustee an Officer's
Certificate stating that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with and an Opinion
of Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

      Every certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (including certificates delivered
pursuant to Section 1009) shall include:

            (1) a statement that each individual signing such certificate or
opinion has read such condition or covenant and the definitions herein relating
thereto;

            (2) a brief statement as to the nature and scope of the examination
or investigation upon which the statements or opinions contained in such
certificate or opinion are based;

            (3) a statement that, in the opinion of each such individual, he has
made such examination or investigation as is necessary to enable him to express
an informed opinion as to whether or not such condition or covenant has been
complied with; and

            (4) a statement as to whether, in the opinion of each such
individual, such condition or covenant has been complied with.

      SECTION 103. Form of Documents Delivered to Trustee. In any case where
several matters are required to be certified by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified
or covered by only one document, but one such Person may certify or give an
opinion as to some matters and one or more other such Persons as to other
matters, and any such Person may certify or give an opinion as to such matters
in one or several documents.

      Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon an Opinion of Counsel, or a
certificate or representations by counsel, unless such officer knows, or in the
exercise of reasonable care should know, that the opinion, certificate or
representations with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such Opinion of Counsel or certificate or
representations may be based, insofar as it relates to factual matters, upon a
certificate or opinion of, or representations by, an officer or officers of the
Company stating that the information as to such factual matters is

                                       9


in the possession of the Company, unless such counsel knows that the certificate
or opinion or representations as to such matters are erroneous.

      Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

      SECTION 104. Acts of Holders.

            (a) Any request, demand, authorization direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders of the Outstanding Securities of one or more series, as the case may be,
may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Holders in person or by agents duly appointed in
writing. Except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee and,
where it is hereby expressly required, to the Company. Such instrument or
instruments (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the "Act" of the Holders signing such instrument or
instruments. Proof of execution of such an instrument or of a writing appointing
any such agent, or of the holding by any Person of a Security, shall be
sufficient for any purpose of this Indenture.

            (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in an other reasonable manner which the Trustee deems sufficient.

            (c) The ownership of Securities shall be proved by the Security
Register.

            (d) If the Company shall solicit from the Holders of Securities any
request, demand, authorization, direction, notice, consent, waiver or other Act,
the Company may, at its option, in or pursuant to a Board Resolution, fix in
advance a record date for the determination of Holders entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other Act,
but the Company shall have no obligation to do so. Notwithstanding TIA Section
316(c), such record date shall be the record date specified in or pursuant to
such Board Resolution, which shall be a date not earlier than the date 30 days
prior to the first solicitation of Holders generally in connection therewith and
not later than the date such solicitation is completed. If such a record date is
fixed, such request, demand, authorization, direction, notice, consent, waiver
or other Act may be given before or after such record date, but only the Holders
of record at the close of business on such record date shall be deemed to be
Holders for the purposes of determining whether Holders of the requisite
proportion of Outstanding Securities have authorized or agreed or consented to
such request, demand, authorization, direction, notice, consent, waiver or other
Act, and for that purpose the Outstanding Securities shall be computed

                                       10


as of such record date; provided that no such authorization, agreement or
consent by the Holders on such record date shall be deemed effective unless it
shall become effective pursuant to the provisions of this Indenture not later
than eleven months after the record date.

            In the absence of any such record date fixed by the Company,
regardless as to whether a solicitation of the Holders is occurring on behalf of
the Company or any Holder, the Trustee may, at its option, fix in advance a
record date for the determination of such Holders entitled to receive such
request, demand, authorization, direction, notice, consent, waiver or other Act,
but the Trustee shall have no obligation to do so. Any such record date shall be
a date not more than 30 days prior to the first solicitation of Holders
generally in connection therewith no later than the date of such solicitation.

            (e) Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Security shall bind every future Holder
of the same Security and the Holder of every Security issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Trustee, any
Security Registrar, any Paying Agent, any Authenticating Agent or the Company in
reliance thereon, whether or not notation of such action is made upon such
Security.

      SECTION 105. Notices, etc., to Trustee and Company. Any request, demand,
authorization, direction, notice, consent, waiver or Act of Holders or other
document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with,

            (1) the Trustee by a Holder or by the Company shall be sufficient
for every purpose hereunder if made, given, furnished or filed in writing to or
with the Trustee, at the Corporate Trust Office; Attention: Corporate Trust
Administration.

            (2) the Company by the Trustee or by any Holder shall be sufficient
for every purpose hereunder (unless otherwise herein expressly provided) if in
writing and mailed, first class postage prepaid, to the Company addressed to it
at the address of its principal office specified in the first paragraph of this
Indenture or at any other address previously furnished in writing to the Trustee
by the Company.

      SECTION 106. Notice to Holders; Waiver. Where this Indenture provides for
notice of any event to Holders of Securities by the Company or the Trustee, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed first-class postage prepaid, to each such Holder
affected by such event, at his address as it appears in the Security Register,
not later than the latest date, and not earlier than the earliest date,
prescribed for the giving of such notice. In any case where notice to Holders of
Securities is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders of Securities given as
provided herein. Any notice mailed to a Holder in the manner herein prescribed
shall be conclusively deemed to have been received by such Holder, whether or
not such Holder actually receives such notice.

      If by reason of the suspension of or irregularities in regular mail
service or by reason of any other cause it shall be impracticable to give such
notice by mail, then such notification to

                                       11


Holders of Securities as shall be made with the approval of the Trustee shall
constitute a sufficient notification to such Holders for every purpose
hereunder.

      Where this Indenture provides for notice in any manner, such notice may be
waived in writing by the Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice.
Waivers of notice by Holders shall be filed with the Trustee, but such filing
shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

      SECTION 107. Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

      SECTION 108. Successors and Assigns. All covenants and agreements in this
Indenture by the Company shall bind its successors and assigns, whether so
expressed or not.

      SECTION 109. Separability Clause. In case any provision in this Indenture
or in any Security shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

      SECTION 110. Benefits of Indenture. Nothing in this Indenture or in the
Securities, express or implied, shall give to any Person, other than the parties
hereto, any Security Registrar, any Paying Agent, any Authenticating Agent and
their successors hereunder and the Holders any benefit or any legal or equitable
right, remedy or claim under this Indenture.

      SECTION 111. Governing Law. This Indenture and the Securities shall be
governed by and construed in accordance with the law of the State of New York.
This Indenture is subject to the provisions of the TIA that are required to be
part of this Indenture and shall, to the extent applicable, be governed by such
provisions.

      SECTION 112. Legal Holidays. In any case where any Interest Payment Date,
Redemption Date, Repayment Date, sinking fund payment date, Stated Maturity or
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or any Security
other than a provision in the Securities of any series which specifically states
that such provision shall apply in lieu hereof), payment of interest or any
Additional Interest or principal (and premium, if any) need not be made at such
Place of Payment on such date, but may be made on the next succeeding Business
Day at such Place of Payment with the same force and effect as if made on the
Interest Payment Date, Redemption Date, Repayment Date or sinking fund payment
date, or at the Stated Maturity or Maturity, provided that no interest shall
accrue on the amount so payable for the period from and after such Interest
Payment Date, Redemption Date, Repayment Date, sinking fund payment date, Stated
Maturity or Maturity, as the case may be.

      SECTION 113. No Recourse Against Others. An incorporator or any past,
present or future director, officer, employee or stockholder, as such, of the
Company shall not have any liability for any obligations of the Company under
the Securities or this Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. By accepting a

                                       12


Security, each Holder shall waive and release all such liability. Such waiver
and release shall be part of the consideration for the issue of the Securities.

                                   ARTICLE TWO

                                SECURITIES FORMS

      SECTION 201. Form of Securities. The Securities of each series shall be in
substantially the forms as shall be established in one or more indentures
supplemental hereto or approved from time to time by or pursuant to a Board
Resolution in accordance with Section 301, shall have such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture or any indenture supplemental hereto, and may have
such letters, numbers or other marks of identification or designation and such
legends or endorsements placed thereon as the Company may deem appropriate and
as are not inconsistent with the provisions of this Indenture, or as may be
required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which the
Securities may be listed, or to conform to usage.

      The definitive Securities shall be printed, lithographed or engraved or
produced by any combination of these methods on a steel engraved border or steel
engraved borders or may be produced in any other manner, all as determined by
the officers executing such securities, as evidenced by their execution of such
Securities.

      SECTION 202. Form of Trustee's Certificate of Authentication. Subject to
Section 612, the Trustee's certificate of authentication shall be in
substantially the following form:

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


                                     _________________________________________
                                     as Trustee


                                     By:______________________________________
                                        Authorized Signatory

      SECTION 203. Securities Issuable in Global Form. If Securities of or
within a series are issuable in global form, as specified as contemplated by
Section 301, then, notwithstanding clause (8) of Section 301 and the provisions
of Section 302, any such Security shall represent such of the Outstanding
Securities of such series as shall be specified therein and may provide that it
shall represent the aggregate amount of Outstanding Securities of such series
from time to time endorsed thereon and that the aggregate amount of Outstanding
Securities of such series represented thereby may from time to time be increased
or decreased to reflect exchanges. Any endorsement of a Security in global form
to reflect the amount, or any increase or decrease in the amount, of Outstanding
Securities represented thereby shall be made by the Trustee in such manner and
upon instructions given by such Person or Persons as shall be specified therein
or in the Company Order to be delivered to the Trustee pursuant to Section 303
or 304. Subject to the provisions of Section 303 and, if applicable, Section
304, the Trustee shall deliver and redeliver

                                       13


any security in permanent global form in the manner and upon instructions given
by the Person or Persons specified therein or in the applicable Company Order.
If a Company Order pursuant to Section 303 or 304 has been, or simultaneously
is, delivered, any instructions by the Company with respect to endorsement or
delivery or redelivery of a Security in global form shall be in writing but need
not comply with Section 102 and need not be accompanied by an Opinion of
Counsel.

      The provisions of the last sentence of Section 303 shall apply to any
security represented by a Security in global form if such Security was never
issued and sold by the Company and the Company delivers to the Trustee the
Security in global form together with written instructions (which need not
comply with Section 102 and need not be accompanied by an Opinion of Counsel)
with regard to the reduction in the principal amount of Securities represented
thereby together with the written statement contemplated by the last sentence of
Section 303.

      Notwithstanding the provisions of Section 307, unless otherwise specified
as contemplated by Section 301, payment of principal of and any premium and
interest on any Security in permanent global form shall be made to the Person or
Persons specified therein.

      Notwithstanding the provisions of Section 308 and except as provided in
the preceding paragraph, the Company, the Trustee and any agent of the Company
and the Trustee shall treat as the Holder of such principal amount of
Outstanding Securities represented by a permanent global Security the Holder of
such permanent global Security.

                                  ARTICLE THREE

                                 THE SECURITIES

      SECTION 301. Amount Unlimited; Issuable in Series. The aggregate principal
amount of Securities which may be authenticated and delivered under this
Indenture is unlimited.

      The Securities may be issued in one or more series. There shall be
established in one or more Board Resolutions or pursuant to authority granted by
one or more Board Resolutions and, subject to Section 303, set forth, or
determined in the manner provided, in an Officer's Certificate, or established
in one or more indentures supplemental hereto, prior to the issuance of
Securities of any series, any or all of the following, as applicable (each of
which (except for the matters set forth in clauses (1), (2) and (13) below), if
so provided, may be determined from time to time by the Company with respect to
unissued Securities of the series when issued from time to time):

            (1) the title of the Securities of the series (which shall
distinguish the Securities of such series from all other series of Securities);

            (2) any limit upon the aggregate principal amount of the Securities
of the series that may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon registration of,
transfer of, or in exchange for, or in lieu of, other Securities of the series
pursuant to Section 304, 305, 306, 906, 1107 or 1305);

                                       14


            (3) the date or dates, or the method by which such date or dates
will be determined, on which the principal of the Securities of the series shall
be payable;

            (4) the rate or rates at which the Securities of the series shall
bear interest if any, or the method by which such rate or rates shall be
determined, the date or dates from which such interest shall accrue or the
method by which such date or dates shall be determined, the Interest Payment
Dates on which such interest will be payable and the Regular Record Date, if
any, for the interest payable on any Security on an Interest Payment Date, or
the method by which such date shall be determined, any option to extend the
Interest Payment Period(1) and the basis upon which interest shall be calculated
if other than that of a 360-day year of twelve 30-day months;

            (5) the place or places, if any, other than or in addition to the
Borough of Manhattan, New York City, where the principal of (and premium, if
any), interest, if any, on, and Additional Interest, if any, payable in respect
of, Securities of the series shall be payable, any Securities of the series may
be surrendered for registration of, transfer or exchange and notices or demands
to or upon the Company in respect of the Securities of the series and this
Indenture may be served;

            (6) the period or periods within which, the price or prices at
which, and other terms and conditions upon which Securities of the series may be
redeemed, in whole or in part, at the option of the Company, if the Company is
to have the option;

            (7) the obligation, if any, of the Company to redeem, repay or
purchase Securities of the series pursuant to any sinking fund or analogous
provision or at the option of a Holder thereof, and the period or periods within
which or the date or dates on which, the price or prices at which, and other
terms and conditions upon which Securities of the series shall be redeemed,
repaid or purchased, in whole or in part, pursuant to such obligation;

            (8) if other than denominations of $1,000 and an integral multiple
thereof, the denominations in which any Securities of the series shall be
issuable;

            (9) if other than the Trustee, the identity of each Security
Registrar and/or Paying Agent;

            (10) if other than the principal amount thereof, the portion of the
principal amount or Securities of the series that shall be payable upon
declaration of acceleration of the Maturity thereof pursuant to Section 502;

            (11) whether the amount of payments of principal of (and premium, if
any) or interest, if any, on the Securities of the series may be determined with
reference to an index, formula or other method, and the manner in which such
amounts shall be determined;

- ----------
(1) See Schedule 301 for the form of option to extend interest payment period.

                                       15


            (12) provisions, if any, granting special rights to the Holders of
Securities of the series upon the occurrence of such events as may be specified;

            (13) any deletions from, modifications of or additions to the Events
of Default or covenants of the Company with respect to Securities of the series,
whether or not such Events of Default or covenants are consistent with the
Events of Default or covenants set forth herein;

            (14) whether any Securities of the series are to be issuable
initially in temporary global form and whether any Securities of the series are
to be issuable in permanent global form and, if so, whether beneficial owners of
interests in any such permanent global Security may exchange such interests for
Securities of such series and of like tenor of any authorized form and
denomination and the circumstances under which any such exchanges may occur, if
other than in the manner provided in Section 305, and, if Securities of the
series are to be issuable as a global Security, the identity of the depositary
for such series;

            (15) the date as of which any temporary global Security representing
Outstanding Securities of the series shall be dated if other than the date of
original issuance of the first Security of the series to be issued;

            (16) the Person to whom any interest on any Security of the series
shall be payable, if other than the Person in whose name that Security (or one
or more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest, and the extent to which, or the manner in
which, any interest payable on a temporary global Security on an Interest
Payment Date will be paid if other than in the manner provided in Section 304;

            (17) the applicability, if any, of Sections 1402 and/or 1403 to the
Securities of the series and any provisions in modification of, in addition to
or in lieu of any of the provisions of Article Fourteen;

            (18) if the Securities of such series are to be issuable in
definitive form (whether upon original issue or upon exchange of a temporary
Security of such series) only upon receipt of certain certificates or other
documents or satisfaction of other conditions, then the form and/or terms of
such certificates, documents or conditions;

            (19) whether and under what circumstances the Company will pay
Additional Interest as contemplated by Section 1008 on the Securities of the
series; and

            (20) any other terms of the series (which terms may be inconsistent
with the provisions of this Indenture).

      All Securities of any one series shall be substantially identical except
as to denomination and except as may otherwise be provided in or pursuant to
such Board Resolution (subject to Section 303) and set forth in such Officer's
Certificate or in any such indenture supplemental hereto. All Securities of any
one series need not be issued at the same time and, unless otherwise provided, a
series may be reopened, without the consent of the Holders, for issuances of
additional Securities of such series.

                                       16


      If any of the terms of the Securities of any series is established by
action taken pursuant to one or more Board Resolutions, a copy of an appropriate
record of such action(s) shall be certified by the Secretary or an Assistant
Secretary of the Company and delivered to the Trustee at or prior to the
delivery of the Officer's Certificate setting forth the terms of the Securities
of such series.

      SECTION 302. Denominations. The Securities of each series shall be
issuable in such denominations as shall be specified as contemplated by Section
301. In the absence of any such provisions with respect to the Securities of any
series, the Securities of such series, other than Securities issued in global
form (which may be of any denomination), shall be issuable in denominations of
$1,000 and any integral multiple thereof.

      SECTION 303. Execution, Authentication, Delivery and Dating. The
Securities shall be executed on behalf of the Company by an executive officer of
the Company and attested by its Secretary or one of its Assistant Secretaries.
The signature of any of these individuals on the Securities may be manual or
facsimile signatures of the present or any future such authorized officer and
may be imprinted or otherwise reproduced on the Securities.

      Securities bearing the manual or facsimile signatures of individuals who
were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.

      At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities.

      If all the Securities of any series are not to be issued at one time and
if the Board Resolution or supplemental indenture establishing such series shall
so permit, such Company Order may set forth procedures acceptable to the Trustee
for the issuance of such Securities and determining the terms of particular
Securities of such series, such as interest rate or formula, maturity date, date
of issuance and date from which interest shall accrue. In authenticating such
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be entitled to receive, and
(subject to TIA Section 315(a) through 315(d)) shall be fully protected in
relying upon,

            (i) an Opinion of Counsel stating that

                  (a) the form or forms of such Securities have been established
            in conformity with the provisions of this Indenture;

                  (b) the terms of such Securities have been established in
            conformity with the provisions of this Indenture; and

                  (c) such Securities, when completed by appropriate insertions
            and executed and delivered by the Company to the Trustee for
            authentication in

                                       17


            accordance with this Indenture, authenticated and delivered by the
            Trustee in accordance with this Indenture and issued by the Company
            in the manner and subject to any conditions specified in such
            Opinion of Counsel, will constitute legal, valid and binding
            obligations of the Company, enforceable in accordance with their
            terms, subject to applicable bankruptcy, insolvency, reorganization
            and other similar laws of general applicability relating to or
            affecting the enforcement of creditors' rights generally and to
            general equitable principles; and

            (ii) an Officer's Certificate stating that all conditions precedent
      provided for in this Indenture relating to the issuance of the Securities
      have been complied with and that, to the best of the knowledge of the
      signers of such certificate, no Event of Default with respect to any of
      the Securities shall have occurred and be continuing.

      If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties,
obligations or immunities under the Securities and this Indenture or otherwise
in a manner which is not reasonably acceptable to the Trustee.

      Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all the Securities of any series are not to be issued at one time,
it shall not be necessary to deliver an Officer's Certificate otherwise required
pursuant to Section 301 or a Company Order, or an Opinion of Counsel or an
Officer's Certificate otherwise required pursuant to the preceding paragraph at
the time of issuance of each Security of such series, but such order, opinion
and certificates, with appropriate modifications to cover such future issuances,
shall be delivered at or before the time of issuance of the first Security of
such series.

      Each Security shall be dated the date of its authentication.

      No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein duly
executed by the Trustee by manual signature of an authorized signatory and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered hereunder
and is entitled to the benefits of this Indenture. Notwithstanding the
foregoing, if any Security shall have been authenticated and delivered hereunder
but never issued and sold by the Company, and the Company shall deliver such
Security to the Trustee for cancellation as provided in Section 309 together
with a written statement (which need not comply with Section 102 and need not be
accompanied by an Opinion of Counsel) stating that such Security has never been
issued and sold by the Company, for all purposes of this Indenture such Security
shall be deemed never to have been authenticated and delivered hereunder and
shall never be entitled to the benefits of this Indenture.

      SECTION 304. Temporary Securities.

            Pending the preparation of definitive Securities of any series, the
Company may execute, and upon Company Order the Trustee shall authenticate and
deliver, temporary Securities which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in

                                       18


any authorized denomination, substantially of the tenor of the definitive
Securities in lieu of which they are issued, in registered form, and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities may determine, as conclusively evidenced by
their execution of such Securities. In the case of Securities of any series,
such temporary Securities may be in global form.

            Except in the case of temporary Securities in global form (which
shall be exchanged as provided in or pursuant to a Board Resolution), if
temporary Securities of any series are issued, the Company will cause definitive
Securities of that series to be prepared without unreasonable delay. After the
preparation of definitive Securities of such series, the temporary Securities of
such series shall be exchangeable for definitive Securities of such series upon
surrender of the temporary Securities of such series at the office or agency of
the Company in a Place of Payment for that series, without charge to the Holder.
Upon surrender for cancellation of any one or more temporary Securities of any
series, the Company shall execute and the Trustee shall authenticate and deliver
in exchange therefor a like principal amount of definitive Securities of the
same series of authorized denominations. Until so exchanged, the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of such series.

      SECTION 305. Registration, Registration of Transfer and Exchange. The
Company shall cause to be kept at the Corporate Trust Office of the Trustee or
in any office or agency of the Company in a Place of Payment a register for each
series of Securities (the registers maintained in such office or in any such
office or agency of the Company in a Place of Payment being herein sometimes
referred to collectively as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities and of transfers of Securities. The Security Register
shall be in written form or any other form capable of being converted into
written form within a reasonable time. The Trustee, at its Corporate Trust
Office, is hereby appointed "Security Registrar" for the purpose of registering
Securities and transfers of Securities on such Security Register as herein
provided. In the event that the Trustee shall cease to be Security Registrar, it
shall have the right to examine the Security Register at all reasonable times.

      Subject to the provisions of this Section 305, upon surrender for
registration of transfer of any Security of any series at any office or agency
of the Company in a Place of Payment for that series, the Company shall execute,
and the Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Securities of the same series, of any
authorized denominations and of a like aggregate principal amount, bearing a
number not contemporaneously outstanding, and containing identical terms and
provisions.

      Subject to the provisions of this Section 305, at the option of the
Holder, Securities of any series may be exchanged for other Securities of the
same series, of any authorized denomination or denominations and of a like
aggregate principal amount, containing identical terms and provisions, upon
surrender of the Securities to be exchanged at any such office or agency.
Whenever any such Securities are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Securities which
the Holder making the exchange is entitled to receive.

                                       19


      Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 301, any permanent global Security shall be exchangeable
only as provided in this paragraph. If the depositary for any permanent global
Security is DTC, then, unless the terms of such global Security expressly permit
such global Security to be exchanged in whole or in part for definitive
Securities, a global Security may be transferred, in whole but not in part, only
to a nominee of DTC, or by a nominee of DTC to DTC, or to a successor to DTC for
such global Security selected or approved by the Company or to a nominee of such
successor to DTC. If at any time DTC notifies the Company that it is unwilling
or unable to continue as depositary for the applicable global Security or
Securities or if at any time DTC ceases to be a clearing agency registered under
the Securities Exchange Act of 1934 if so required by applicable law or
regulation, the Company shall appoint a successor depositary with respect to
such global Security or Securities. If (x) a successor depositary for such
global Security or Securities is not appointed by the Company within 90 days
after the Company receives such notice or becomes aware of such unwillingness,
inability or ineligibility, (y) an Event of Default has occurred and is
continuing and the beneficial owners representing a majority in principal amount
of the applicable series of Securities represented by such global Security or
Securities advise DTC to cease acting as depositary for such global Security or
Securities or (z) the Company, in its sole discretion, determines at any time
that all Outstanding Securities (but not less than all) of any series issued or
issuable in the form of one or more global Securities shall no longer be
represented by such global Security or Securities, then the Company shall
execute, and the Trustee shall authenticate and deliver definitive Securities of
like series, rank, tenor and terms in definitive form in an aggregate principal
amount equal to the principal amount of such global Security or Securities. If
any beneficial owner of an interest in a permanent global Security is otherwise
entitled to exchange such interest for Securities of such series and of like
tenor and principal amount of another authorized form and denomination, as
specified as contemplated by Section 301 and provided that any applicable notice
provided in the permanent global Security shall have been given, then without
unnecessary delay but in any event not later than the earliest date on which
such interest may be so exchanged, the Company shall execute, and the Trustee
shall authenticate and deliver definitive Securities in aggregate principal
amount equal to the principal amount of such beneficial owner's interest in such
permanent global Security. On or after the earliest date on which such interests
may be so exchanged, such permanent global Security shall be surrendered for
exchange by DTC or such other depositary as shall be specified in the Company
Order with respect thereto to the Trustee, as the Company's agent for such
purpose; provided, however, that no such exchanges may occur during a period
beginning at the opening of business 15 days before any selection of Securities
to be redeemed and ending on the relevant Redemption Date if the Security for
which exchange is requested may be among those selected for redemption. If a
Security is issued in exchange for any portion of a permanent global Security
after the close of business at the office or agency where such exchange occurs
on (i) any Regular Record Date and before the opening of business at such office
or agency on the relevant Interest Payment Date, or (ii) any Special Record Date
and the opening of business at such office or agency on the related proposed
date for payment of Defaulted Interest, interest or Defaulted Interest, as the
case may be, will not be payable on such Interest Payment Date or proposed date
for payment, as the case may be, in respect of such Security, but will be
payable on such Interest Payment Date or proposed date for payment, as the case
may be, only to the Person to whom interest in respect of such portion of such
permanent global Security is payable in accordance with the provisions of this
Indenture.

                                       20


      All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

      Every Security presented or surrendered for registration of transfer or
for exchange or redemption shall (if so required by the Company or the Security
Registrar) be duly endorsed, or be accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security Registrar, duly
executed by the Holder thereof or his attorney duly authorized in writing.

      No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906, 1107 or 1305 not involving an transfer.

      The Company or the Trustee, as applicable, shall not be required (i) to
issue, register the transfer of or exchange any Security if such Security may be
among those selected for redemption during a period beginning at the opening of
business 15 days before selection of the Securities to be redeemed under Section
1103 and ending at the close of business on the day of the mailing of the
relevant notice of redemption or (ii) to register the transfer of or exchange
any Security so selected for redemption in whole or in part, except, in the case
of any Security to be redeemed in part, the portion thereof not to be redeemed,
or (iii) to issue, register the transfer of or exchange any Security which has
been surrendered for repayment at the option of the Holder, except the portion,
if any, of such Security not to be so repaid.

      SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities. If any
mutilated Security is surrendered to the Trustee or the Company, together with,
in proper cases, such security or indemnity as may be required by the Company or
the Trustee to save each of them or any agent of either of them harmless, the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same series and principal amount, containing
identical terms and provisions and bearing a number not contemporaneously
outstanding.

      If there shall be delivered to the Company and to the Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Security, and
(ii) such security or indemnity as may be required by them to save each of them
and any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and upon its request the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same series and principal amount, containing
identical terms and provisions and bearing a number not contemporaneously
outstanding.

      Notwithstanding the provisions of the previous two paragraphs, in case any
such mutilated, destroyed, lost or stolen Security has become or is about to
become due and payable, the Company in its discretion may, instead of issuing a
new Security, pay such Security.

                                       21


      Upon the issuance of any new Security under this Section, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee) connected therewith.

      Every new Security of any series issued pursuant to this Section in lieu
of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of that series duly issued hereunder.

      The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities.

      SECTION 307. Payment of Interest; Interest Rights Preserved. Except as
otherwise specified with respect to a series of Securities in accordance with
the provisions of Section 301, interest on any Security that is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid
to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest at the office or agency of the Company maintained for such
purpose pursuant to Section 1002; provided, however, that each installment of
interest on any Security may, at the Company's option, be paid by (i) mailing a
check for such interest, payable to or upon the written order of the Person
entitled thereto pursuant to Section 308, to the address of such Person as it
appears on the Security Register or (ii) transfer to an account maintained by
the payee.

      Unless otherwise provided as contemplated by Section 301, every permanent
global Security will provide that interest, if any, payable on any Interest
Payment Date will be paid to DTC with respect to that portion of such permanent
global Security held for its account by Cede & Co. for the purpose of permitting
such party to credit the interest received by it in respect of such permanent
global Security to the accounts of the beneficial owners thereof.

      Except as otherwise specified with respect to a series of Securities in
accordance with the provisions of Section 301, any interest on any Security of
any series that is payable, but is not punctually paid or duly provided for, on
an Interest Payment Date (herein called "Defaulted Interest") shall forthwith
cease to be payable to the registered Holder thereof on the relevant Regular
Record Date by virtue of having been such Holder, and such Defaulted Interest
may be paid by the Company, at its election in each case, as provided in clause
(1) or (2) below:

            (1) The Company may elect to make payment of any Defaulted Interest
to the Persons in whose names the Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest, which shall be fixed in
the following manner. The Company shall notify the Trustee in writing of the
amount of Defaulted Interest proposed to be paid on each Security of such series
and the date of the proposed payment (which shall not be less than 20 days after
such notice is received by the Trustee), and at the same time the Company shall
deposit with the Trustee dollars in an amount equal to the aggregate amount
proposed to be paid in respect to

                                       22


such Defaulted Interest or shall make arrangements satisfactory to the Trustee
for such deposit on or prior to the date of the proposed payment, such money
when deposited to be held in trust for the benefit of the Persons entitled to
such Defaulted Interest as in this clause provided. Thereupon the Trustee shall
fix a Special Record Date for the payment of such Defaulted Interest which shall
be not more than 15 days and not less than 10 days prior to the date of the
proposed payment and not less than 10 days after the receipt by the Trustee of
the notice of the proposed payment. The Trustee shall promptly notify the
Company of such Special Record Date and, in the name and at the expense of the
Company, shall cause notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor to be mailed, first-class postage prepaid,
to each Holder of Securities of such series at his address as it appears in the
Security Register not less than 10 days prior to such Special Record Date. The
Trustee may, in its discretion, in the name and at the expense of the Company,
cause a similar notice to be published at least once in an Authorized Newspaper
in each place of payment, but such publications shall not be a condition
precedent to the establishment of such Special Record Date. Notice of the
proposed payment of such Defaulted Interest and the Special Record Date therefor
having been mailed as aforesaid, such Defaulted Interest shall be paid to the
Persons in whose names the Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on such Special
Record Date and shall no longer be payable pursuant to the following clause (2).

            (2) The Company may make payment of any Defaulted Interest on the
Securities of any series in any other lawful manner not inconsistent with the
requirements of any securities exchange on which such Securities may be listed,
and upon such notice as may be required by such exchange, if, after notice given
by the Company to the Trustee of the proposed payment pursuant to this clause,
such manner of payment shall be deemed practicable by the Trustee.

      Subject to the foregoing provisions of this Section and Section 305, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Security.

      SECTION 308. Persons Deemed Owners. Prior to due presentment of a Security
for registration of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of
principal of (and premium, if any), and (subject to Sections 305 and 307)
interest on, such Security and for all other purposes whatsoever, whether or not
such Security be overdue, and neither the Company, the Trustee nor any agent of
the Company or the Trustee shall be affected by notice to the contrary.

      None of the Company, the Trustee, any Paying Agent or the Security
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of a Security in global form or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.

      Notwithstanding the foregoing, with respect to any global Security,
nothing herein shall prevent the Company, the Trustee, or any agent of the
Company or the Trustee, from giving effect to any written certification, proxy
or other authorization furnished by any depositary, as a

                                       23


Holder, with respect to such global Security or impair, as between such
depositary and owners of beneficial interests in such global Security, the
operation of customary practices governing the exercise of the rights of such
depositary (or its nominee) as Holder of such global Security.

      SECTION 309. Cancellation. All Securities surrendered for payment,
redemption, repayment at the option of the Holder, registration of transfer or
exchange or for credit against any sinking fund payment shall, if surrendered to
any Person other than the Trustee, be delivered to the Trustee, and any such
Securities and Securities surrendered directly to the Trustee for any such
purpose shall be promptly canceled by it. The Company may at any time deliver to
the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other Person for delivery
to the Trustee) for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold, and all Securities so
delivered shall be promptly canceled by the Trustee. If the Company shall so
acquire any of the Securities, however, such acquisition shall not operate as a
redemption or satisfaction of the indebtedness represented by such Securities
unless and until the same are surrendered to the Trustee for cancellation. No
Securities shall be authenticated in lieu of or in exchange for any Securities
canceled as provided in this Section, except as expressly permitted by this
Indenture. Canceled Securities held by the Trustee shall be destroyed by the
Trustee and the Trustee shall deliver a certificate of such destruction to the
Company, unless by a Company Order the Company directs their return to it.

      SECTION 310. Computation of Interest. Except as otherwise specified as
contemplated by Section 301 with respect to Securities of any series, interest
on the Securities of each series shall be computed on the basis of a 360-day
year consisting of twelve 30-day months.

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

      SECTION 401. Satisfaction and Discharge of Indenture. This Indenture shall
upon Company Request cease to be of further effect with respect to any series of
Securities specified in such Company Request (except as to any surviving rights
of registration of transfer or exchange of Securities of such series herein
expressly provided for and any right to receive Additional Interest, as provided
in Section 1008), and the Trustee, upon receipt of a Company Order, and at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture as to such series when

            (1) either

                  (A) all Securities of such series theretofore authenticated
            and delivered (other than (i) as provided in Section 305, Securities
            of such series which have been destroyed, lost or stolen and which
            have been replaced or paid as provided in Section 306, and (ii)
            Securities of such series for whose payment money has theretofore
            been deposited in trust or segregated and held in trust by the
            Company and thereafter repaid to the Company or discharged from such
            trust, as provided in Section 1003) have been delivered to the
            Trustee for cancellation; or

                                       24


                  (B) all Securities of such series not theretofore delivered to
            the Trustee for cancellation

                        (i) have become due and payable, or

                        (ii) will become due and payable at their Stated
                  Maturity within one year, or

                        (iii) if redeemable at the option of the Company, are to
                  be called for redemption within one year under arrangements
                  satisfactory to the Trustee for the giving of notice of
                  redemption by the Trustee in the name, and at the expense, of
                  the Company,

and the Company, in the case of (i), (ii) or (iii) above, has irrevocably
deposited or caused to be deposited with the Trustee as trust funds in trust for
the purpose and in an amount sufficient to pay and discharge the entire
indebtedness on such Securities not theretofore delivered to the Trustee for
cancellation, for principal (and premium, if any) and interest, and any
Additional Interest with respect thereto, to the date of such deposit (in the
case of Securities which have become due and payable) or to the Stated Maturity
Redemption Date, as the case may be;

            (2) the Company has paid or caused to be paid all other sums payable
hereunder by the Company; and

            (3) the Company has delivered to the Trustee an Officer's
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of this
Indenture as to such series have been complied with.

      Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee and any predecessor Trustee under
Section 606, the obligations of the Company to any Authenticating Agent under
Section 611 and, if money shall have been deposited with and held by the Trustee
pursuant to subclause (B) of clause (1) of this Section, the obligations of the
Trustee under Section 402 and the last paragraph of Section 1003 shall survive.

      SECTION 402. Application of Trust Funds. Subject to the provisions of the
last paragraph of Section 1003, all money deposited with the Trustee pursuant to
Section 401 shall be held in trust and applied by it, in accordance with the
provisions of the Securities and this Indenture, to the payment, either directly
or through any Paying Agent (including the Company acting as its own Paying
Agent) as the Trustee may determine, to the Persons entitled thereto, of the
principal (and premium, if any), and any interest and Additional Interest for
whose payment such money has been deposited with or received by the Trustee, but
such money need not be segregated from other funds except to the extent required
by law.

                                  ARTICLE FIVE

                                    REMEDIES

      SECTION 501. Events of Default. "Event of Default," wherever used herein
with respect to any particular series of Securities, means any one of the
following events (whatever

                                       25


the reason for such Event of Default and whether or not it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

            (1) default in the payment of any interest upon any Security of that
series when it becomes due and payable on an Interest Payment Date other than at
Maturity, including Additional Interest (as defined in clause (ii) of the
definition thereof) in respect thereof, and continuance of such default for a
period of thirty (30) days; provided, however, that a valid extension of the
interest payment period by the Company pursuant to the terms of a supplemental
indenture authorizing the Security of that series shall not constitute a default
in the payment of interest for this purpose; or

            (2) default in the payment of Additional Interest (as defined in
clause (i) of the definition thereof) and the continuance of such default for a
period of thirty (30) days; or

            (3) default in the payment of the principal of, (or premium, if any)
or interest (including Additional Interest (as defined in clause (ii) of the
definition thereof)) on any Security of that series at its Maturity; or

            (4) default in the deposit of any sinking fund payment, when and as
due by the terms of any Security of that series; or

            (5) default in the performance, or breach, of any covenant or
warranty of the Company in this Indenture with respect to any Security of that
series (other than a covenant or warranty a default in whose performance or
whose breach is elsewhere in this Section specifically dealt with), and
continuance of such default or breach for a period of 60 days after there has
been given, by registered or certified mail, to the Company by the Trustee or to
the Company and the Trustee by the Holders of at least 25% in principal amount
of the Outstanding Securities of that series a written notice specifying such
default or breach and requiring it to be remedied and stating that such notice
is a "Notice of Default" hereunder; or

            (6) default under any bond, debenture, note or other evidence of
indebtedness for money borrowed by the Company (including obligations under
leases required to be capitalized on the balance sheet of the lessee under
generally accepted accounting principles, but not including any indebtedness or
obligations for which recourse is limited to property purchased) in an aggregate
principal amount in excess of $25,000,000 or under any mortgage, indenture or
instrument under which there may be issued or by which there may be secured or
evidenced any indebtedness for money borrowed by the Company (including such
leases but not including such indebtedness or obligations for which recourse is
limited to property purchased) in an aggregate principal amount in excess of
$25,000,000 by the Company, whether such indebtedness now exists or shall
hereafter be created, which default shall have resulted in such indebtedness
becoming or being declared due and payable prior to the date on which it would
otherwise have become due and payable or such obligations being accelerated,
without such acceleration having been rescinded or annulled; or

            (7) the Company or any Significant Subsidiary pursuant to or within
the meaning of any Bankruptcy Law:

                                       26


                  (A) commences a voluntary case,

                  (B) consents to the entry of an order for relief against it in
            an involuntary case,

                  (C) consents to the appointment of a Custodian of it or for
            all or substantially all of its property, or

                  (D) makes a general assignment for the benefit of its
            creditors; or

            (8) a court of competent jurisdiction enters an order or decree
under any Bankruptcy Law that:

                  (A) is for relief against the Company or any Significant
            Subsidiary in an involuntary case,

                  (B) appoints a Custodian of the Company or any Significant
            Subsidiary or for all or substantially all of either of its
            property, or

                  (C) orders the liquidation of the Company or any Significant
            Subsidiary, and the order or decree remains unstayed and in effect
            for 60 days; or

            (9) the voluntary or involuntary dissolution, winding up or
termination of the Securities Trust except in connection with:

                  (A) the distribution of Securities to holders of Trust
            Preferred Securities in liquidation of the Securities Trust,

                  (B) the redemption of all outstanding Trust Preferred
            Securities, or

                  (C) certain mergers or consolidations permitted by the Trust
            Agreement; or

      (10) any other Event of Default provided with respect to Securities of
that series.

      As used in this Section 501, the term "Bankruptcy Law" means title 11,
U.S. Code or any similar Federal or State law for the relief of debtors and the
term "Custodian" means any receiver, trustee, assignee, liquidator or other
similar official under any Bankruptcy Law.

      SECTION 502. Acceleration of Maturity; Rescission and Annulment. If an
Event of Default with respect to Securities of any series at that time
Outstanding occurs and is continuing, then and in every such case the Trustee or
the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series may declare the principal (or, if any Securities are
Original Issue Discount Securities, such portion of the principal as may be
specified in the terms thereof) of all the Securities of that series, and
premium, if any, to be due and payable immediately, by a notice in writing to
the Company (and to the Trustee if given by the Holders), and upon any such
declaration such principal or specified portion thereof shall become immediately
due and payable.

                                       27


         At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if:

            (1) the Company has paid or deposited with the Trustee a sum
sufficient to pay:

                  (A) all overdue installments of interest on and any Additional
            Interest payable in respect of all Outstanding Securities of that
            series,

                  (B) the principal of (and premium, if any, on) any Outstanding
            Securities of that series which have become due otherwise than by
            such declaration of acceleration and interest thereon at the rate or
            rates borne by or provided for in such Securities,

                  (C) to the extent that payment of such interest is lawful,
            interest upon overdue installments of interest and any Additional
            Interest at the rate or rates borne by or provided for in such
            Securities, and

                  (D) all sums paid or advanced by the Trustee hereunder and the
            reasonable compensation, expenses, disbursements and advances of the
            Trustee, its agents and counsel; and

            (2) all Events of Default with respect to Securities of that series,
other than the nonpayment of the principal of (or premium, if any) or interest
on Securities of that series which have become due solely by such declaration of
acceleration, have been cured or waived as provided in Section 513.

      No such rescission shall affect any subsequent default or impair any right
consequent thereon.

      SECTION 503. Collection of Indebtedness and Suits for Enforcement by
Trustee. The Company covenants that if:

            (1) default is made in the payment of any installment of interest or
Additional Interest, if any, on any Security of any series when such interest or
Additional Interest becomes due and payable and such default continues for a
period of 30 days, or

            (2) default is made in the payment of the principal of (or premium,
if any, on) any Security of any series at its Maturity,

then the Company will, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities of such series, the whole amount then
due and payable on such Securities for principal (and premium, if any) and
interest and Additional Interest, with interest upon any overdue principal (and
premium, if any) and, to the extent that payment of such interest shall be
legally enforceable, upon any overdue installments of interest or Additional
Interest, if

                                       28


any, at the rate or rates borne by or provided for in such Securities, and, in
addition thereto, such further amount as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

         If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, and may
prosecute such proceeding to judgment or final decree, and may enforce the same
against the Company or any other obligor upon such Securities of such series and
collect the moneys adjudged or decreed to be payable in the manner provided by
law out of the property of the Company or any other obligor upon such Securities
of such series, wherever situated.

      If an Event of Default with respect to Securities of any series occurs and
is continuing, the Trustee may in its discretion proceed to protect and enforce
its rights and the rights of the Holders of Securities of such series by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any such rights, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy.

      SECTION 504. Trustee May File Proofs of Claim. In case of the pendency of
any receivership, insolvency, liquidation, bankruptcy, reorganization
arrangement, adjustment, composition or other judicial proceeding relative to
the Company or any other obligor upon the Securities or the property of the
Company or of such other obligor or their creditors, the Trustee (irrespective
of whether the principal of the Securities of any series shall then be due and
payable as therein expressed or by declaration or otherwise and irrespective of
whether the Trustee shall have made any demand on the Company for the payment of
overdue principal, premium, if any, or interest) shall be entitled and
empowered, by intervention in such proceeding or otherwise:

            (i) to file and prove a claim for the whole amount, or such lesser
amount as may be provided for in the Securities of such series, of principal
(and premium, if any) and interest and Additional Interest if any, owing and
unpaid in respect of the Securities and to file such other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel) and of the Holders allowed
in such judicial proceeding, and

            (ii) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator (or
other similar official) in any such judicial proceeding is hereby authorized by
each Holder of Securities of such series to make such payments to the Trustee,
and in the event that the Trustee shall consent to the making of such payments
directly to the Holders, to pay to the Trustee any amount due to it for the
reasonable compensation, expenses, disbursements and advances of the Trustee and
any predecessor Trustee, their agents and counsel, and any other amounts due the
Trustee or any predecessor Trustee under Section 606.

                                       29


      Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder of a Security
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof, or to authorize the Trustee to
vote in respect of the claim of any Holder of a Security in any such proceeding.

      SECTION 505. Trustee May Enforce Claims Without Possession of Securities.
All rights of action and claims under this Indenture or any of the Securities
may be prosecuted and enforced by the Trustee without the possession of any of
the Securities or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Trustee shall be brought in its own name
as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

      SECTION 506. Application of Money Collected. Any money collected by the
Trustee pursuant to this Article shall be applied in the following order, at the
date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal (or premium, if any) or interest and any
Additional Interest, upon presentation of the Securities, and the notation
thereon of the payment if only partially paid and upon surrender thereof if
fully paid:

      FIRST: To the payment of all amounts due the Trustee and any predecessor
      Trustee under Section 606;

      SECOND: To the payment of the amounts then due and unpaid upon the
      Securities for principal (and premium, if any) and interest and any
      Additional Interest payable, in respect of which or for the benefit of
      which such money has been collected, ratably, without preference or
      priority of any kind, according to the aggregate amounts due and payable
      on such Securities for principal (and premium, if any), interest and
      Additional Interest, respectively; and

      THIRD: To the payment of the remainder, if any, to the Company.

      SECTION 507. Limitation on Suits. No Holder of any Security of any series
shall have any right to institute any proceeding, judicial or otherwise, with
respect to this Indenture, or for the appointment of a receiver or trustee, or
for a other remedy hereunder, unless:

            (1) such Holder has previously given written notice to the Trustee
of a continuing Event of Default with respect to the Securities of that series;

            (2) the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default in its own
name as Trustee hereunder;

            (3) such Holder or Holders have offered to the Trustee indemnity
reasonably satisfactory to the Trustee against the costs, expenses and
liabilities to be incurred in compliance with such request;

                                       30


            (4) the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity has failed to institute any such proceeding; and

            (5) no direction inconsistent with such written request has been
given to the Trustee during such 60-day period by the Holders of a majority in
principal amount of the Outstanding Securities of that series;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all such
Holders.

      SECTION 508. Unconditional Right of Holders to Receive Principal, Premium,
if any, Interest and Additional Interest. Notwithstanding any other provision in
this Indenture, (1) the Holder of any Security shall have the right which is
absolute and unconditional to receive payment of the principal of (and premium,
if any) and subject to Sections 305 and 307, interest on, and any Additional
Interest in respect of, such Security on the respective due dates expressed in
such Security (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder and (2) so long as the
Securities of any series are held by a Securities Trust, a registered holder of
Trust Preferred Securities issued by such Securities Trust may institute a legal
proceeding directly against the Company, without first instituting a legal
proceeding directly against or requesting or directing that action be taken by
the property trustee of such Securities Trust or any other Person, for
enforcement of payment to such registered holder of principal of or interest on
Securities of such series having a principal amount equal to the aggregate
stated liquidation amount of such Trust Preferred Securities of such registered
holder on or after the due dates therefor specified or provided for in the
Securities of such series.

      SECTION 509. Restoration of Rights and Remedies. If the Trustee or any
Holder of a Security has instituted any proceeding to enforce any right or
remedy under this Indenture and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to the Trustee or to
such Holder, then and in every such case, the Company, the Trustee and the
Holders of Securities shall, subject to any determination in such proceeding, be
restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding had been instituted.

      SECTION 510. Rights and Remedies Cumulative. Except as otherwise provided
with respect to the replacement or payment of mutilated, destroyed, lost or
stolen Securities in the last paragraph of Section 306, no right or remedy
herein conferred upon or reserved to the Trustee or to the Holders of Securities
is intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

                                       31


      SECTION 511. Delay or Omission Not Waiver. No delay or omission of the
Trustee or of any Holder of any Security to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders of Securities, as the case may be.

      SECTION 512. Control by Holders of Securities. The Holders of not less
than a majority in principal amount of the Outstanding Securities of any series
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee with respect to the Securities of such series,
provided that

            (1) such direction shall not be in conflict with any rule of law or
with this Indenture,

            (2) the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction, and

            (3) the Trustee need not take any action which might involve it in
personal liability or be unduly prejudicial to the Holders of Securities of such
series not joining therein.

      SECTION 513. Waiver of Past Defaults. The Holders of not less than a
majority in principal amount of the Outstanding Securities of any series may on
behalf of the Holders of all the Securities of such series waive any past
default hereunder with respect to such series and its consequences, except a
default

            (1) in the payment of the principal of (or premium, if any) or
interest on or Additional Interest payable in respect of any Security of such
series, or

            (2) in respect of a covenant or provision hereof which under Article
Nine cannot be modified or amended without the consent of the Holder of each
Outstanding Security of such series affected.

      Upon any such waiver, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
default or Event of Default or impair any right consequent thereon.

      SECTION 514. Waiver of Usury, Stay or Extension Laws. The Company
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of any usury, stay or extension law wherever enacted, now
or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

                                       32


      SECTION 515. Undertaking for Costs. All parties to this Indenture agree,
and each Holder of any Security by his acceptance thereof shall be deemed to
have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken or omitted by it as Trustee, the filing by any
party litigant in such suit of any undertaking to pay the costs of such suit,
and that such court may in its discretion assess reasonable costs, including
reasonable attorneys fees, against any party litigant in such suit having due
regard to the merits and good faith of the claims or defenses made by such party
litigant; but the provisions of this Section shall not apply to any suit
instituted by the Trustee, to any suit instituted by any Holder, or group of
Holders, holding in the aggregate more than 10% in principal amount of the
outstanding securities, or to any suit instituted by any Holder for the
enforcement or the payment of the principal of (or premium, if any) or interest
on any Security on or after the respective Stated Maturities expressed in such
Security (or, in the case of redemption, on or after the Redemption Date).

                                   ARTICLE SIX

                                   THE TRUSTEE

      SECTION 601. Notice of Defaults. Within 90 days after the occurrence of
any default hereunder with respect to the Securities of any series, the Trustee
shall transmit in the manner and to the extent provided in TIA Section 313(c),
notice of such default hereunder known to the Trustee, unless such default shall
have been cured or waived; provided, however, that, except in the case of a
default in the payment of the principal of (or premium, if any) or interest on
or any Additional Interest with respect to any Security of such series, or in
the payment of any sinking fund installment with respect to the Securities of
such series, the Trustee shall be protected in withholding such notice if and so
long as Responsible Officers of the Trustee in good faith determine that the
withholding of such notice is in the interests of the Holders of the Securities;
and provided further that in the case of any default or breach of the character
specified in Section 501(4) with respect to the Securities of such series, no
such notice to Holders shall be given until at least 60 days after the
occurrence thereof. For the purpose of this Section, the term "default" means
any event which is, or after notice or lapse of time or both would become, an
Event of Default with respect to the Securities of such series.

      SECTION 602. Certain Rights of Trustee. Subject to the provisions of TIA
Section 315(a) through 315(d):

            (1) the Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note or other paper or document believed by it to be genuine and to have been
signed or presented by the proper party or parties;

            (2) any request or direction of the Company mentioned herein shall
be sufficiently evidenced by a Company Request or Company Order (other than
delivery of any Security to the Trustee for authentication and delivery pursuant
to Section 303 which shall be sufficiently evidenced as provided therein) and
any resolution of the Board of Directors may be sufficiently evidenced by a
Board Resolution;

                                       33


            (3) whenever in the administration of this Indenture the Trustee
shall deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any Section hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its part,
rely upon an Officer's Certificate;

            (4) the Trustee may consult with counsel and the advice of such
counsel or any Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in reliance thereon;

            (5) the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction of
any of the Holders of Securities of any series pursuant to this Indenture,
unless such Holders shall have offered to the Trustee adequate security or
indemnity satisfactory to the Trustee against the costs, expenses and
liabilities which might be incurred by it in compliance with such request or
direction;

            (6) the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note or other paper or document, but the Trustee, in its discretion,
may make such further inquiry or investigation into such facts or matters as it
may see fit, and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to make reasonable examination of the books,
records and premises of the Company, personally or by agent or attorney
following reasonable notice to the Company;

            (7) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder; and

            (8) the Trustee shall not be liable for any action taken, suffered
or omitted by it in good faith and reasonably believed by it to be authorized or
within the discretion or rights or powers conferred upon it by this Indenture.

      The Trustee shall not be required to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.

      Except during the continuance of an Event of Default, the Trustee
undertakes to perform only such duties as are specifically set forth in this
Indenture, and no implied covenants or obligations shall be read into this
Indenture against the Trustee. If an Event of Default has occurred and is
continuing, the Trustee shall, prior to the receipt of directions from the
Holders of a majority in principal amount of the Securities, exercise its rights
and powers and use the same degree of care and skill in their exercise as a
prudent person would exercise or use under the circumstances in the conduct of
his own affairs.

      SECTION 603. Not Responsible for Recitals or Issuance of Securities. The
recitals contained herein and in the Securities, except the Trustee's
certificate of authentication, shall be

                                       34


taken as the statements of the Company, and neither the Trustee nor any
Authenticating Agent assumes any responsibility for their correctness. The
Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities, except that the Trustee represents that it is
duly authorized to execute and deliver this Indenture, authenticate the
Securities and perform its obligations hereunder. Neither the Trustee nor any
Authenticating Agent shall be accountable for the use or application by the
Company of Securities or the proceeds thereof.

      SECTION 604. May Hold Securities. The Trustee, any Paying Agent, Security
Registrar, Authenticating Agent or any other agent of the Company, in its
individual or any other capacity, may become the owner or pledgee of Securities
and, subject to TIA Sections 310(b) and 311, may otherwise deal with the Company
with the same rights it would have if it were not Trustee, Paying Agent,
Security Registrar, Authenticating Agent or such other agent.

      SECTION 605. Money Held in Trust. Money held by the Trustee in trust
hereunder need not be segregated from other funds except to the extent required
by law. The Trustee shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed with the Company.

      SECTION 606. Compensation and Reimbursement. The Company agrees:

            (1) to pay to the Trustee from time to time reasonable compensation
for all services rendered by it hereunder (which compensation shall not be
limited by any provision of law in regard to the compensation of a trustee of an
express trust);

            (2) except as otherwise expressly provided herein, to reimburse each
of the Trustee and any predecessor Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee in
accordance with any provision of this Indenture (including the reasonable
compensation and the expenses and disbursements of its agents and counsel),
except any such expense, disbursement or advance as may be attributable to any
act for which the Trustee shall have been adjudged negligent or to have acted in
bad faith; and

            (3) to indemnify each of the Trustee and any predecessor Trustee
for, and to hold it harmless against, any loss, liability or expense incurred,
except for negligence or actions taken in bad faith, arising out of or in
connection with the acceptance or administration of the trust or trusts
hereunder, including the costs and expenses of defending itself against any
claim or liability in connection with the exercise or performance of any of its
powers or duties hereunder.

      When the Trustee incurs expenses or renders services in connection with an
Event of Default specified in Section 501(6) or Section 501(7), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Federal or state bankruptcy, insolvency or
other similar law.

      As security for the performance of the obligations of the Company under
this Section, the Trustee shall have a lien prior to the Securities upon all
property and funds held or collected by the Trustee as such, except funds held
in trust for the payment of principal of (or premium, if any) or interest on
particular Securities.

                                       35


      The provisions of this Section shall survive the termination of this
Indenture.

      SECTION 607. Corporate Trustee Required; Eligibility; Conflicting
Interests. There shall at all times be a Trustee hereunder which shall be
eligible to act as Trustee under TIA Section 310(a)(1) and shall have a combined
capital and surplus of at least $10,000,000. If such corporation publishes
reports of condition at least annually, pursuant to law or the requirements of
Federal, State or District of Columbia supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section, it
shall resign immediately in the manner and with the effect hereinafter specified
in this Article. The Trustee shall comply with TIA Section 310(b).

      SECTION 608. Resignation and Removal; Appointment of Successor.

            (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 609.

            (b) The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the
Company. If an instrument of acceptance by a successor Trustee shall not have
been delivered to the Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee.

            (c) The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal amount
of the Outstanding Securities of such series delivered to the Trustee and to the
Company.

            (d) If at any time:

                  (1) the Trustee shall fail to comply with the provisions of
            TIA Section 310(b) after written request therefor by the Company or
            by any Holder of a Security who has been a bona fide Holder of a
            Security for at least six months, or

                  (2) the Trustee shall cease to be eligible under Section 607
            and shall fail to resign after written request therefor by the
            Company or by any Holder of a Security who has been a bona fide
            Holder of a Security for at least six months, or

                  (3) the Trustee shall become incapable of acting or shall be
            adjudged a bankrupt or insolvent or a receiver of the Trustee or of
            its property shall be appointed or any public officer shall take
            charge or control of the Trustee or of its property or affairs for
            the purpose of rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company by or pursuant to a Board Resolution may
remove the Trustee and appoint a successor Trustee with respect to all
Securities, or (ii) subject to TIA

                                       36


Section 315(e), any Holder of a Security who has been a bona fide Holder of a
Security for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the removal
of the Trustee with respect to all Securities and the appointment of a successor
Trustee or Trustees.

            (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause with
respect to the Securities of one or more series, the Company, by or pursuant to
a Board Resolution, shall promptly appoint a successor Trustee or Trustees with
respect to the Securities of that or those series (it being understood that any
such successor Trustee may be appointed with respect to the Securities of one or
more or all of such series and that at any time there shall be only one Trustee
with respect to the Securities of any particular series). If, within one year
after such resignation, removal or incapability, or the occurrence of such
vacancy, a successor Trustee with respect to the Securities of any series shall
be appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment, become the successor Trustee with respect to the Securities
of such series and to that extent supersede the successor Trustee appointed by
the Company. If no successor Trustee with respect to the Securities of any
series shall have been so appointed by the Company or the Holders of Securities
and accepted appointment in the manner hereinafter provided, any Holder of a
Security who has been a bona fide Holder of a Security of such series for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to Securities of such series.

            (f) The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any series
in the manner provided for notices to the Holders of Securities in Section 106.
Each notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office.

      SECTION 609. Acceptance of Appointment by Successor. (a) In case of the
appointment hereunder of a successor Trustee with respect to all Securities,
every such successor Trustee shall execute, acknowledge and deliver to the
Company and to the retiring Trustee an instrument accepting such appointment,
and thereupon the resignation or removal of the retiring Trustee shall become
effective and such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee; but, on request of the Company or the successor
Trustee, such retiring Trustee shall, upon payment of its charges, execute and
deliver an instrument transferring to such successor Trustee all the rights,
powers and trusts of the retiring Trustee, and shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder, subject nevertheless to its claim, if any, provided for in
Section 606.

            (b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto,
pursuant to Article Nine, wherein each successor Trustee shall accept such
appointment and which (1) shall contain such provisions as shall be necessary or

                                       37


desirable to transfer and confirm to, and to vest in, each successor Trustee all
the rights, powers, trusts and duties of the retiring Trustee with respect to
the Securities of that or those series to which the appointment of such
successor Trustee relates, (2) if the retiring Trustee is not retiring with
respect to all Securities, shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
as to which the retiring Trustee is not retiring shall continue to be vested in
the retiring Trustee, and (3) shall add to or change any of the provisions of
this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.

            (c) upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts referred
to in paragraph (a) or (b) of this Section, as the case may be.

            (d) No successor Trustee shall accept its appointment unless at the
time of such acceptance such successor Trustee shall be qualified and eligible
under this Article.

      SECTION 610. Merger, Conversion, Consolidation or Succession to Business.
Any corporation into which the Trustee may be merged or converted or with which
it may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities. In case
any Securities shall not have been authenticated by such predecessor Trustee,
any such successor Trustee may authenticate and deliver such Securities, in
either its own name or that of its predecessor Trustee, with the full force and
effect which this Indenture provides for the certificate of authentication of
the Trustee.

      SECTION 611. Preferential Collection of Claims Against Company. If and
when the Trustee shall be or become a creditor of the Company (or any other
obligor upon the Securities), the Trustee shall be subject to the provisions of
the Trust Indenture Act regarding the collection

                                       38


of claims against the Company (or any such other obligor). For purposes of TIA
Section 311(b)(4) and (6):

            (1) "cash transaction" means any transaction in which full payment
for goods or securities sold is made within seven days after delivery of the
goods or securities in currency or in checks or other orders drawn upon banks or
bankers and payable upon demand; and

            (2) "self-liquidating paper" means any draft, bill of exchange,
acceptance or obligation which is made, drawn, negotiated or incurred by the
Company (or any such obligor) for the purpose of financing the purchase,
processing, manufacturing, shipment, storage or sale of goods, wares or
merchandise and which is secured by documents evidencing title to, possession
of, or a lien upon the goods, wares or merchandise or the receivables or
proceeds arising from the sale of the goods, wares or merchandise previously
constituting the security, provided the security is received by the Trustee
simultaneously with the creation of the creditor relationship with the Company
(or any such obligor) arising from the making, drawing, negotiating or incurring
of the draft, bill of exchange, acceptance or obligation.

      SECTION 612. Appointment of Authenticating Agent. At any time when any of
the Securities remain Outstanding, the Trustee may appoint an Authenticating
Agent or Agents with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of such
series issued upon exchange, registration of transfer or partial redemption or
repayment thereof, and Securities so authenticated shall be entitled to the
benefits of this Indenture and shall be valid and obligatory for all purposes as
if authenticated by the Trustee hereunder. Any such appointment shall be
evidenced by an instrument in writing signed by a Responsible Officer of the
Trustee, a copy of which instrument shall be promptly furnished to the Company.
Wherever reference is made in this Indenture to the authentication and delivery
of Securities by the Trustee or the Trustee's certificate of authentication,
such reference shall be deemed to include authentication and delivery on behalf
of the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Company and shall at all times
be a bank or trust company or corporation organized and doing business and in
good standing under the laws of the United States or of any State or the
District of Columbia, authorized under such laws to act as Authenticating Agent,
having a combined capital and surplus of not less than $10,000,000 and subject
to supervision or examination by Federal or State authorities. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or the requirements of the aforesaid supervising or examining authority,
then for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. In case at any
time an Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

      Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this

                                       39


Section, without the execution or filing of any paper or further act on the part
of the Trustee or the Authenticating Agent.

      An Authenticating Agent for any series of Securities may at any time
resign by giving written notice of resignation to the Trustee for such series
and to the Company. The Trustee for any series of Securities may at any time
terminate the agency of an Authenticating Agent by giving written notice of
termination to such Authenticating Agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee for such series may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall give
notice of such appointment to all Holders of Securities of the series with
respect to which such Authenticating Agent will serve in the manner set forth in
Section 106. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties
of its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent herein. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section.

      The Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation including reimbursement of its reasonable expenses for
its services under this Section.

      If an appointment with respect to one or more series is made pursuant to
this Section, the Securities of such series may have endorsed thereon, in
addition to or in lieu of the Trustee's certificate of authentication, an
alternate certificate of authentication substantially in the following form:

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


                                     _________________________________________
                                     as Trustee


                                     By:______________________________________
                                        as Authenticating Agent

                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

      SECTION 701. Communications by Holders with Other Holders; Disclosure of
Names and Addresses of Holders. Holders of Securities may communicate pursuant
to TIA Section 312(b) with other Holders with respect to their rights under this
Indenture or the Securities. Every Holder of Securities, by receiving and
holding the same, agrees with the Company and the Trustee that neither the
Company nor the Trustee nor any Authenticating Agent nor any Paying Agent nor
any Security Registrar shall be held accountable by reason of the disclosure of
any information as to the names and addresses of the Holders of Securities in
accordance with TIA

                                       40


Section 312, regardless of the source from which such information was derived,
and that the Trustee shall not be held accountable by reason of mailing any
material pursuant to a request made under TIA Section 312(b).

      SECTION 702. Reports by Trustee. Within 60 days after May 15 of each year
commencing with the first May 15 after the first issuance of Securities pursuant
to this Indenture, the Trustee shall transmit by mail to all Holders of
Securities as provided in TIA Section 313(c) a brief report dated as of such May
15 if required by TIA Section 313(a).

      SECTION 703. Reports by Company. The Company will:

            (a) file with the Trustee, within 15 days after the Company is
required to file the same with the Commission, copies of the annual reports and
of the information, documents and other reports (or copies of such portions of
any of the foregoing as the Commission may from time to time by rules and
regulations prescribe) which the Company may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Exchange Act. In the
event that the Company is no longer subject to these periodic requirements of
the Exchange Act, it will nonetheless continue to file reports with the
Commission and the Trustee and mail such reports to each Holder of Securities as
if it were subject to such reporting requirements. Regardless of whether the
Company is required to furnish such reports to its stockholders pursuant to the
Exchange Act, the Company will cause its consolidated financial statements and a
"Management's Discussion and Analysis of Results of Operations and Financial
Condition" written report, similar to those that would have been required to
appear in annual or quarterly reports, to be delivered to Holders of Securities;

            (b) file with the Trustee and the Commission, in accordance with
rules and regulations prescribed from time to time by the Commission, such
additional information, documents and reports with respect to compliance by the
Company with the conditions and covenants of this Indenture as may be required
from time to time by such rules and regulations;

            (c) the Trustee shall transmit the reports required by TIA Section
313(b) at the times specified therein; and

            (d) transmit by mail to the Holders of Securities, any securities
exchange upon which the Securities may be listed and the Commission, within 30
days after the filing thereof with the Trustee, in the manner and to the extent
provided in TIA Section 313(c) and (d), such information, documents and reports
required to be filed by the Company pursuant to paragraphs (a) and (b) of this
Section as may be required by rules and regulations prescribed from time to time
by the Commission.

      SECTION 704. Company to Furnish Trustee Names and Addresses of Holders.
The Company will furnish or cause to be furnished to the Trustee:

            (a) semi-annually, not later than 15 days after the Regular Record
Date for interest for each series of Securities, a list, in such form as the
Trustee may reasonably require, of the names and addresses of the Holders of
Securities of such series as of such Regular Record Date, or if there is no
Regular Record Date for interest for such series of Securities, semi-

                                       41


annually, upon such dates as are set forth in the Board Resolution or indenture
supplemental hereto authorizing such series, and

            (b) at such other times as the Trustee may request in writing,
within 30 days after the receipt by the Company of any such request, a list of
similar form and content as of a date not more than 15 days prior to the time
such list is furnished,

provided, however, that, so long as the Trustee is the Security Registrar, no
such list shall be required to be furnished.

                                  ARTICLE EIGHT

                CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE

      SECTION 801. Consolidations and Mergers of Company and Sales, Leases and
Conveyances Permitted Subject to Certain Conditions. The Company may consolidate
with, or sell or convey all or substantially all of its assets to, or merge with
or into any other entity, provided that in any such case, (1) either the Company
shall be the continuing entity, or the successor entity (if other than the
Company) formed by or resulting from any such consolidation or merger or which
shall have received the transfer of such assets shall expressly assume the
Company's obligations under the Guarantee and the due and punctual payment of
the principal of (and premium, if any) and any interest (including all
Additional Interest, if any, payable pursuant to Section 1008) on all of the
Securities, and the due and punctual performance and observance of all of the
covenants and conditions of this Indenture to be performed by the Company and
(2) immediately after giving effect to such transaction and treating any
indebtedness which becomes an obligation of the Company as a result thereof as
having been incurred by the Company at the time of such transaction, no Event of
Default, and no event which, after notice or the lapse of time, or both, would
become an Event of Default, shall have occurred and be continuing under this
Indenture.

      SECTION 802. Rights and Duties of Successor Corporation. In case of any
such consolidation, merger, sale or conveyance and upon any such assumption by
the successor entity, such successor entity shall succeed to and be substituted
for the Company, with the same effect as if it had been named herein as the
party of the first part, and the predecessor entity shall be relieved of any
further obligation under this Indenture and the Securities. Such successor
entity thereupon may cause to be signed, and may issue either in its own name or
in the name of the Company, any or all of the Securities issuable hereunder
which theretofore shall not have been signed by the Company and delivered to the
Trustee; and, upon the order of such successor entity, instead of the Company,
and subject to all the terms, conditions and limitations in this Indenture
prescribed, the Trustee shall authenticate and shall deliver any Securities
which previously shall have been signed and delivered by the officers of the
Company to the Trustee for authentication, and any Securities which such
successor entity thereafter shall cause to be signed and delivered to the
Trustee for that purpose. All the Securities so issued shall in all respects
have the same legal rank and benefit under this Indenture as the Securities
theretofore or thereafter issued in accordance with the terms of this Indenture
as though all of such Securities had been issued at the date of the execution
hereof.

                                       42


      In case of any such consolidation, merger, sale or conveyance, such
changes in phraseology and form (but not in substance) may be made in the
Securities thereafter to be issued as may be appropriate.

      SECTION 803. Officer's Certificate and Opinion of Counsel. Any
consolidation, merger, sale or conveyance permitted under Section 801 is also
subject to the condition that the Trustee receive an Officer's Certificate and
an Opinion of Counsel to the effect that any such consolidation, merger, sale or
conveyance, and the assumption by any entity corporation complies with the
provisions of this Article and that all conditions precedent herein provided for
relating to such transaction have been complied with.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

      SECTION 901. Supplemental Indentures without Consent of Holders. Without
the consent of any Holders of Securities, the Company, when authorized by or
pursuant to a Board Resolution, and the Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:

            (1) to evidence the succession of another Person to the Company and
the assumption by any such successor of the covenants of the Company herein and
in the Securities contained; or

            (2) to add to the covenants of the Company for the benefit of the
Holders of all or any series of Securities (and if such covenants are to be for
the benefit of less than all series of Securities, stating that such covenants
are expressly being included solely for the benefit of such series) or to
surrender any right or power herein conferred upon the Company; or

            (3) to add any additional Events of Default for the benefit of the
Holders of all or any series of Securities (and if such Events of Default are to
be for the benefit of less than all series of Securities, stating that such
Events of Default are expressly being included solely for the benefit of such
series); provided, however, that in respect of any such additional Events of
Default such supplemental indenture may provide for a particular period of grace
after default (which period may be shorter or longer than that allowed in the
case of other defaults) or may provide for an immediate enforcement upon such
default or may limit the remedies available to the Trustee upon such default or
may limit the right of the Holders of a majority in aggregate principal amount
of that or those series of Securities to which such additional Events of Default
apply to waive such default; or

            (4) to change or eliminate any of the provisions of this Indenture,
provided that any such change or elimination shall become effective only when
there is no Security Outstanding of any series created prior to the execution of
such supplemental indenture which is entitled to the benefit of such provision;
or

            (6) to secure the Securities; or

                                       43


            (7) to establish the form or terms of Securities of any series as
permitted by Sections 201 and 301; or

            (8) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities of one or more
series and to add to or change any of the provisions of this Indenture as shall
be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee; or

            (9) to cure any ambiguity, to correct or supplement any provision
herein which may be defective or inconsistent with any other provision herein,
or to make any other provisions with respect to matters or questions arising
under this Indenture which shall not be inconsistent with the provisions of this
Indenture, provided such provisions shall not adversely affect the interests of
the Holders of Securities of any series in any material respect; or

            (10) to supplement any of the provisions of this Indenture to such
extent as shall be necessary to permit or facilitate the defeasance and
discharge of any series of Securities pursuant to Sections 401, 1402 and 1403;
provided that any such action shall not adversely affect the interests of the
Holders of Securities of such series in any material respect.

      SECTION 902. Supplemental Indentures with Consent of Holders. With the
consent of the Holders of not less than a majority in principal amount of all
Outstanding Securities affected by such supplemental indenture, by Act of such
Holders delivered to the Company and the Trustee, the Company, when authorized
by or pursuant to a Board Resolution, and the Trustee may enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the Holders of
Securities under this Indenture; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Security
affected thereby:

            (1) change the Stated Maturity of the principal of (or premium, if
any, on) or any installment of principal of or interest on, any Security; or
reduce the principal amount thereof or the rate or amount of interest thereon or
any Additional Interest payable in respect thereof, or any premium payable upon
the redemption thereof, or change any obligation of the Company to pay
Additional Interest pursuant to Section 1008 (except as contemplated by Section
801(l) and permitted by Section 901(1)), or reduce the amount of the principal
of an Original Issue Discount Security that would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 502 or
the amount thereof provable in bankruptcy pursuant to Section 504, or adversely
affect any right of repayment at the option of the Holder of any Security, or
change any Place of Payment where, or the currency in which, any Security or any
premium or the interest thereon is payable, or impair the right to institute
suit for the enforcement of any such payment on or after the Stated Maturity
thereof (or, in the case of redemption or repayment at the option of the Holder,
on or after the Redemption Date or the Repayment Date, as the case may be), or

            (2) reduce the percentage in principal amount of the Outstanding
Securities of any series, the consent of whose Holders is required for any such
supplemental indenture, or the consent of whose Holders is required for any
waiver with respect to such series (or compliance

                                       44


with certain provisions of this Indenture or certain defaults hereunder and
their consequences) provided for in this Indenture, or

            (3) modify any of the provisions of this Section, Section 513 or
Section 1009, except to increase the required percentage to effect such action
or to provide that certain other provisions of this Indenture cannot be modified
or waived without the consent of the Holder of each Outstanding Security
affected thereby.

      It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.

      A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such covenant
or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

      SECTION 903. Execution of Supplemental Indentures. In executing, or
accepting the additional trusts created by, any supplemental indenture permitted
by this Article or the modification thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture. The
Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.

      SECTION 904. Effect of Supplemental Indentures. Upon the execution of any
supplemental indenture under this Article, this Indenture shall be modified in
accordance therewith, and such supplemental indenture shall form a part of this
Indenture for all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby.

      SECTION 905. Conformity with TIA. Every supplemental indenture executed
pursuant to this Article shall conform to the requirements of the TIA.

      SECTION 906. Reference in Securities to Supplemental Indentures.
Securities of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall, if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities of any series so modified as to conform, in the opinion of the
Trustee and the Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series.

                                       45


                                   ARTICLE TEN

                                    COVENANTS

      SECTION 1001. Payment of Principal, Premium, if any, Interest and
Additional Interest. The Company covenants and agrees for the benefit of the
Holders of each series of Securities that it will duly and punctually pay the
principal of (and premium, if any) and interest on and any Additional Interest
payable in respect of the Securities of that series in accordance with the terms
of such series of Securities and this Indenture. Unless otherwise specified with
respect to Securities of any series pursuant to Section 301, at the option of
the Company, all payments of principal may be paid by check to the registered
Holder of the Security or other person entitled thereto against surrender of
such Security.

      SECTION 1002. Maintenance of Office or Agency. The Company shall maintain
in a Place of Payment for a series of Securities an office or agency where
Securities of that series may be presented or surrendered for payment, where
Securities of that series may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served.

      The Company may from time to time designate one or more other offices or
agencies where the Securities of one or more series may be presented or
surrendered for any or all of such purposes, and may from time to time rescind
such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office
or agency in accordance with the requirements set forth above for Securities of
any series for such purposes. The Company will give prompt written notice to the
Trustee of any such designation or rescission and of any change in the location
of any such other office or agency. Unless otherwise noted with respect to any
Securities pursuant to Section 301 with respect to a series of Securities, the
Company hereby designates as a Place of Payment for each series of Securities
the office or agency of the Company in the Borough of Manhattan New York City,
and initially appoints the Trustee at its Corporate Trust Office as Paying Agent
and as its agent to receive all such presentations, surrenders, notices and
demands.

      SECTION 1003. Money for Securities Payments to Be Held in Trust. If the
Company shall at any time act as its own Paying Agent with respect to any series
of any Securities, it will, on or before each due date of the principal of (and
premium, if any), or interest on or Additional Interest in respect of, any of
the Securities of that series, segregate and hold in trust for the benefit of
the Persons entitled thereto a sum sufficient to pay the principal (and premium
if any) or interest or Additional Interest so becoming due until such sums shall
be paid to such Persons or otherwise disposed of as herein provided, and will
promptly notify the Trustee, of its action or failure so to act.

      Whenever the Company shall have one or more Paying Agents for any series
of Securities, it will, before each due date of the principal of (and premium,
if any), or interest on or Additional Interest in respect of, any Securities of
that series, deposit with a Paying Agent a sum sufficient to pay the principal
(and premium if any) or interest or Additional Interest, so becoming due, such
sum to be held in trust for the benefit of the Persons entitled to such

                                       46


principal, premium or interest or Additional Interest and (unless such Paying
Agent is the Trustee) the Company will promptly notify the Trustee of its action
or failure so to act.

      The Company will cause each Paying Agent other than the Trustee to execute
and deliver to the Trustee an instrument in which such Paying Agent shall agree
with the Trustee, subject to the provisions of this Section, that such Paying
Agent will

            (1) hold all sums held by it for the payment of principal of (and
premium, if any) or interest on Securities or Additional Interest in trust for
the benefit of the Persons entitled thereto until such sums shall be paid to
such Persons or otherwise disposed of as herein provided;

            (2) give the Trustee notice of any default by the Company (or any
other obligor upon the Securities) in the making of any such payment of
principal (and premium, if any) or interest or Additional Interest; and

            (3) at any time during the continuance of any such default upon the
written request of the Trustee, forthwith pay to the Trustee all sums so held in
trust by such Paying Agent.

      The Company may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or by Company
Order direct any Paying Agent to pay, to the Trustee all sums held in trust by
the Company or such Paying Agent, such sums to be held by the Trustee upon the
same trusts as those upon which such sums were held by the Company or such
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such
Paying Agent shall be released from all further liability with respect to such
sums.

      Except as otherwise provided in the Securities of any series, any money
deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of (and premium, if any) or interest on,
or any Additional Interest in respect of, any Security of any series and
remaining unclaimed for two years after such principal (and premium, if any),
interest or Additional Interest has become due and payable shall be paid to the
Company upon Company Request or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Security shall thereafter, as
an unsecured general creditor, look only to the Company for payment of such
principal of (and premium, if any) or interest on, or any Additional Interest in
respect of, any Security, without interest thereon, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease; provided, however,
that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in an
Authorized Newspaper, notice that such money remains unclaimed and that, after a
date specified therein, which shall not be less than 30 days from the date of
such publication, any unclaimed balance of such money then remaining will be
repaid to the Company.

      SECTION 1004. Existence. Subject to Article Eight, the Company will do or
cause to be done all things necessary to preserve and keep in full force and
effect its existence as a corporation, rights (charter and statutory) and
franchises; provided, however, that the Company shall not be required to
preserve any right or franchise if the Board of Directors shall determine

                                       47


that the preservation thereof is no longer desirable in the conduct of the
business of the Company.

      SECTION 1005. Maintenance of Properties. The Company will cause all of its
material properties used or useful in the conduct of its business to be
maintained and kept in good condition, repair and working order (reasonable wear
and tear excepted) and supplied with all necessary equipment and will cause to
be made all necessary repairs, renewals, replacements, betterments and
improvements thereof, all as in the judgment of the Company may be necessary so
that the business carried on in connection therewith may be properly and
advantageously conducted at all times.

      SECTION 1006. Payment of Taxes and Other Claims. The Company will pay or
discharge or cause to be paid or discharged, before the same shall become
delinquent, (1) all taxes, assessments and governmental charges levied or
imposed upon it or upon the income, profits or property of the Company, and (2)
all lawful claims for labor, materials and supplies, which, if unpaid, might by
law become a material lien upon the property of the Company; provided, however,
that the Company shall not be required to pay or discharge or cause to be paid
or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith.

      SECTION 1007. Statement as to Compliance. The Company will deliver to the
Trustee, within 120 days after the end of each fiscal year, a brief certificate
from the principal executive officer, principal financial officer or principal
accounting officer as to his or her knowledge of the Company's compliance with
all conditions and covenants under this Indenture and, in the event of any
noncompliance, specifying such noncompliance and the nature and status thereof.
For purposes of this Section 1007, such compliance shall be determined without
regard to any period of grace or requirement of notice under this Indenture.

      SECTION 1008. Additional Interest. If any Securities of a series provide
for the payment of Additional Interest, the Company will pay to the Holder of
any Security of such series Additional Interest as may be specified as
contemplated by Section 301. Whenever in this Indenture there is mentioned, in
any context except in the case of Section 502(1), the payment of the principal
of or any premium or interest on, or in respect of, any Security of any series,
such mention shall be deemed to include mention of the payment of Additional
Interest provided by the terms of such series established pursuant to Section
301 to the extent that, in such context, Additional Interest is, was or would be
payable in respect thereof pursuant to such terms and express mention of the
payment of Additional Interest (if applicable) in any provisions hereof shall
not be construed as excluding Additional Interest in those provisions hereof
where such express mention is not made.

      SECTION 1009. Waiver of Certain Covenants. The Company may omit in any
particular instance to comply with any term, provision or condition set forth in
Sections 1004 to 1006, inclusive, if before or after the time for such
compliance the Holders of at least a majority in principal amount of all
outstanding Securities of such series, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such covenant or
condition, but no such waiver shall extend to or affect such covenant or
condition except to the extent so expressly waived, and, until such waiver shall
become effective, the obligations of the

                                       48


Company and the duties of the Trustee in respect of any such term, provision or
condition shall remain in full force and effect.

      SECTION 1010. Covenants Regarding Trust. For so long as the Trust
Preferred Securities remain outstanding, the Company covenants (i) to directly
or indirectly maintain 100% of ownership of the Trust Common Securities of the
Securities Trust; provided, however, that any permitted successor of the Company
hereunder may succeed to the Company's ownership of such Trust Common
Securities, and (ii) to use its reasonable efforts to cause the Securities Trust
(a) to remain a statutory business trust, except in connection with the
distribution of Subordinated Debentures to the holders of Trust Preferred
Securities in liquidation of the Securities Trust, the redemption of all of the
Trust Preferred Securities of the Securities Trust, or certain mergers,
consolidations or amalgamations, each as permitted under the Trust Agreement,
and (b) to otherwise continue to be classified as a grantor trust for United
States federal income tax purposes.

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

      SECTION 1101. Applicability of Article. Securities of any series which are
redeemable before their Stated Maturity shall be redeemable in accordance with
their terms and (except as otherwise specified as contemplated by Section 301
for Securities of any series) in accordance with this Article.

      SECTION 1102. Election to Redeem; Notice to Trustee. The election of the
Company to redeem any Securities shall be evidenced by or pursuant to a Board
Resolution. In the case of any redemption at the election of the Company of less
than all of the Securities of any series, the Company shall, at least 30 days
prior to the giving of the notice of redemption in Section 1104 (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date and of the principal amount of Securities of such series to be
redeemed. In the case of any redemption of Securities prior to the expiration of
any restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, the Company shall furnish the Trustee with an
Officers' Certificate evidencing compliance with such restriction.

      SECTION 1103. Selection by Trustee of Securities to Be Redeemed. If less
than all the Securities of any series are to be redeemed, the particular
Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such series
issued not previously called for redemption, by such method as the Trustee shall
deem fair and appropriate and which may provide for the selection for redemption
of portions (equal to the minimum authorized denomination for Securities of that
series or any integral multiple thereof) of the principal amount of Securities
of such series of a denomination larger than the minimum authorized denomination
for Securities of that series.

      The Trustee shall promptly notify the Company and the Security Registrar
(if other than itself) in writing of the Securities selected for redemption and,
in the case of any Securities selected for partial redemption, the principal
amount thereof to be redeemed.

                                       49


      For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the redemption of Securities shall relate, in the
case of any security redeemed or to be redeemed only in part, to the portion of
the principal amount of such Security which has been or is to be redeemed.

      SECTION 1104. Notice of Redemption. Notice of redemption shall be given in
the manner provided in Section 106, not less than 30 days nor more than 60 days
prior to the Redemption Date, unless a shorter period is specified by the terms
of such series established pursuant to Section 301, to each Holder of Securities
to be redeemed, but failure to give such notice in the manner herein provided to
the Holder of any Security designated for redemption as a whole or in part, or
any defect in the notice to any such Holder, shall not affect the validity of
the proceedings for the redemption of any other such Security or portion
thereof.

      Any notice that is mailed to the Holders of Securities in the manner
herein provided shall be conclusively presumed to have been duly given, whether
or not the Holder receives the notice.

      All notices of redemption shall state:

            (1) the Redemption Date,

            (2) the Redemption Price, accrued interest to the Redemption Date
payable as provided in Section 1106, if any, and Additional Interest, if any,

            (3) if less than all Outstanding Securities of any series are to be
redeemed, the identification (and, in the case of partial redemption, the
principal amount) of the particular Security or Securities to be redeemed,

            (4) in case any Security is to be redeemed in part only, the notice
which relates to such Security shall state that on and after the Redemption
Date, upon surrender of such Security, the holder will receive, without a
charge, a new Security or Securities of authorized denominations for the
principal amount thereof remaining unredeemed,

            (5) that on the Redemption Date the Redemption Price and accrued
interest to the Redemption Date payable as provided in Section 1106, if any,
will become due and payable upon each such Security, or the portion thereof, to
be redeemed and if applicable, that interest thereon shall cease to accrue on
and after said date,

            (6) the Place or Places of Payment where such Securities are to be
surrendered for payment of the Redemption Price and accrued interest, if any,

            (7) that the redemption is for a sinking fund, if such is the case,
and

            (8) the CUSIP number of such Security, if any

      Notice of redemption of Securities to be redeemed shall be given by the
Company or, at the Company's request, by the Trustee in the name and at the
expense of the Company.

                                       50


      SECTION 1105. Deposit of Redemption Price. On or before any Redemption
Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if
the Company is acting as its own Paying Agent, which it may not do in the case
of a sinking fund payment under Article Twelve, segregate and hold in trust as
provided in section 1003) an amount sufficient to pay on the Redemption Date the
Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date) accrued interest on, all the Securities or portions thereof which
are to be redeemed on that date.

      SECTION 1106. Securities Payable on Redemption Date. Notice of redemption
having been given as aforesaid, the Securities so to be redeemed shall, on the
Redemption Date, become due and payable at the Redemption Price therein
specified (together with accrued interest, if any, to the Redemption Date), and
from and after such date (unless the Company shall default in the payment of the
Redemption Price and accrued interest) such Securities shall, if the same were
interest-bearing, cease to bear interest. Upon surrender of any such Security
for redemption in accordance with such notice, such Security shall be paid by
the Company at the Redemption Price, together with accrued interest, if any, to
the Redemption Date; provided, however, that installments of interest on
Securities whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section.

      If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal (and premium, if any) shall, until paid,
bear interest from the Redemption Date at the rate borne by the Security.

      SECTION 1107. Securities Redeemed in Part. Any Security which is to be
redeemed only in part (pursuant to the provisions of this Article or of Article
Twelve) shall be surrendered at a Place of Payment therefor (with, if the
Company or the Trustee so requires, due endorsement by, or a written instrument
of transfer in form satisfactory to the Company and the Trustee duly executed
by, the Holder thereof or his attorney duly authorized in writing) and the
Company shall execute and the Trustee shall authenticate and deliver to the
Holder of such Security without service charge a new Security or Securities of
the same series, of any authorized denomination as requested by such Holder in
aggregate principal amount equal to and in exchange for the unredeemed portion
of the principal of the Security so surrendered.

                                 ARTICLE TWELVE

                                  SINKING FUNDS

      SECTION 1201. Applicability of Article. The provisions of this Article
shall be applicable to any sinking fund for the retirement of Securities of a
series except as otherwise specified as contemplated by Section 301 for
Securities of such series.

      The minimum amount of an sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a "mandatory sinking fund
payment," and any payment in excess of such minimum amount provided for by the
terms of such Securities of any series is herein referred to as an "optional
sinking fund payment". If provided for by the terms of any

                                       51


Securities of any series, the cash amount of any mandatory sinking fund payment
may be subject to reduction as provided in Section 1202. Each sinking fund
payment shall be applied to the redemption of Securities of any series as
provided for by the terms of the Securities of such series.

      SECTION 1202. Satisfaction of Sinking Fund Payments with Securities. The
Company may, in satisfaction of all or any part of any mandatory sinking fund
payment with respect to the Securities of a series, (1) deliver Outstanding
Securities of such series (other than any previously called for redemption) and
(2) apply as a credit Securities of such series which have been redeemed either
at the election of the Company pursuant to the terms of such Securities or
through the application of permitted optional sinking fund payments pursuant to
the terms of such Securities, as provided for by the terms of such Securities,
or which have otherwise been acquired by the Company; provided that such
Securities so delivered or applied as a credit have not been previously so
credited. Such Securities shall be received and credited for such purpose by the
Trustee at the applicable Redemption Price specified in such Securities for
redemption through operation of the sinking fund and the amount of such
mandatory sinking fund payment shall be reduced accordingly.

      SECTION 1203. Redemption of Securities for Sinking Fund. Not less than 60
days prior to each sinking fund payment date for Securities of any series, the
Company will deliver to the Trustee an Officers' Certificate specifying the
amount of the next ensuing mandatory sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied by delivering and crediting Securities of that series pursuant to
Section 1202, and the optional amount, if any, to be added in cash to the next
ensuing mandatory sinking fund payment, and will also deliver to the Trustee any
Securities to be so delivered and credited. If such Officers' Certificate shall
specify an optional amount to be added in cash to the next ensuing mandatory
sinking fund payment, the Trust shall thereupon be obligated to pay the amount
therein specified. Not less than 30 days before each such sinking fund payment
date the Trustee shall select the Securities to be redeemed upon such sinking
fund payment date in the manner specified in Section 1103 and cause notice of
the redemption thereof to be given in the name of and at the expense of the
Company in the manner provided in Section 1104. Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in the
manner stated in Sections 1106 and 1107.

                                ARTICLE THIRTEEN

                       REPAYMENT AT THE OPTION OF HOLDERS

      SECTION 1301. Applicability of Article. Repayment of Securities of any
series before their Stated Maturity at the option of Holders thereof shall be
made in accordance with the terms of such Securities, if any, and (except as
otherwise specified by the terms of such series established pursuant to Section
301) in accordance with this Article.

      SECTION 1302. Repayment of Securities. Securities of any series subject to
repayment in whole or in part at the option of the Holders thereof will, unless
otherwise provided in the terms of such Securities, be repaid at a price equal
to the principal amount thereof, together with

                                       52


interest, if any, thereon accrued to the Repayment Date specified in or pursuant
to the terms of such Securities. The Company covenants that on or before the
Repayment Date it will deposit with the Trustee or with a Paying Agent (or, if
the Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1003) an amount sufficient to pay the principal (or, if so
provided by the terms of the Securities of any series, a percentage of the
principal) of, and (except if the Repayment Date shall be an Interest Payment
Date) accrued interest on, all the Securities or portions thereof, as the case
may be, to be repaid on such date.

      SECTION 1303. Exercise of Option. Securities of any series subject to
repayment at the option of the Holders thereof will contain an "Option to Elect
Repayment" form on the reverse of such Securities. In order for any Security to
be repaid at the option of the Holder, the Trustee must receive at the Place of
Payment therefor specified in the terms of such Security (or at such other place
or places of which the Company shall from time to time notify the Holders of
such Securities) not earlier than 60 days nor later than 30 days prior to the
Repayment Date (1) the Security so providing for such repayment together with
the "Option to Elect Repayment" form on the reverse thereof duly completed by
the Holder (or by the Holder's attorney duly authorized in writing) or (2) a
telegram, telex, facsimile transmission or a letter from a member of a national
securities exchange, or the National Association of Securities Dealers, Inc.
("NASD"), or a commercial bank or trust company in the United States setting
forth the name of the Holder of the security, the principal amount of the
Security, the principal amount of the Security to be repaid, the CUSIP number,
if any, or a description of the tenor and terms of the Security, a statement
that the option to elect repayment is being exercised thereby and a guarantee
that the Security to be repaid, together with the duly completed form entitled
"Option to Elect Repayment" on the reverse of the Security, will be received by
the Trustee not later than the fifth Business Day after the date of such
telegram, telex, facsimile transmission or letter; provided, however, that such
telegram, telex, facsimile transmission or letter shall only be effective if
such Security and form duly completed are received by the Trustee by such fifth
Business Day. If less than the entire principal amount of such Security is to be
repaid in accordance with the terms of such Security, the principal amount of
such Security to be repaid, in increments of the minimum denomination for
Securities of such series, and the denomination or denominations of the Security
or Securities to be issued to the Holder for the portion of the principal amount
of such Security surrendered that is not to be repaid, must be specified. The
principal amount of any Security providing for repayment at the option of the
Holder thereof may not be repaid in part if, following such repayment, the
unpaid principal amount of such Security would be less than the minimum
authorized denomination of Securities of the series of which such Security to be
repaid is a part. Except as otherwise may be provided by the terms of any
Security providing for repayment at the option of the Holder thereof, exercise
of the repayment option by the Holder shall be irrevocable unless waived by the
Company.

      SECTION 1304. When Securities Presented for Repayment Become Due and
Payable. If Securities of any series providing for repayment at the option of
the Holders thereof shall have been surrendered as provided in this Article and
as provided by or pursuant to the terms of such Securities, such Securities or
the portions thereof, as the case may be, to be repaid shall become due and
payable and shall be paid by the Company on the Repayment Date therein
specified, and on and after such Repayment Date (unless the Company shall
default in the payment of such Securities on such Repayment Date) such
Securities shall, if the same were interest-bearing, cease to bear interest.
Upon surrender of any such Security or repayment in accordance with

                                       53


such provisions, the principal amount of such Security so to be repaid shall be
paid by the Company, together with accrued interest, if any, to the Repayment
Date; provided, however, that installments of interest, if any, whose Stated
Maturity is on or prior to the Repayment Date shall be payable (but without
interest thereon, unless the Company shall default in the payment thereof) to
the Holders of such Securities, or one or more Predecessor Securities registered
as such at the close of business on the relevant Record Dates according to their
terms and the provisions of Section 307.

      If the principal amount of any Security surrendered for repayment shall
not be so repaid upon surrender thereof, such principal amount (together with
interest, if any, thereon accrued to such Repayment Date) shall, until paid,
bear interest from the Repayment Date at the rate of interest or Yield to
Maturity (in the case of Original Issue Discount Securities) set forth in such
Security.

      SECTION 1305. Securities Repaid in Part. Upon surrender of any Security
which is to be repaid in part only, the Company shall execute and the Trustee
shall authenticate and deliver to the Holder of such Security, without service
charge and at the expense of the Company, a new Security or Securities of the
same series, of any authorized denomination specified by the Holder, in an
aggregate principal amount equal to and in exchange for the portion of the
principal of such Security so surrendered which is not to be repaid.

                                ARTICLE FOURTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

      SECTION 1401. Applicability of Article; Company's Option to Effect
Defeasance or Covenant Defeasance. If, pursuant to Section 301, provision is
made for either or both of (a) defeasance of the Securities of or within a
series under Section 1402 or (b) covenant defeasance of the Securities of or
within a series under Section 1403, then the provisions of such Section or
Sections, as the case may be, together with the other provisions of this Article
(with such modifications thereto as, may be specified pursuant to Section 301
with respect to any Securities) shall be applicable to such Securities, and the
Company may at its option by Board Resolution, at any time, with respect to such
Securities, elect to have Section 1402 (if applicable) or Section 1403 (if
applicable) be applied to such Outstanding Securities upon compliance with the
conditions set forth below in this Article.

      SECTION 1402. Defeasance and Discharge. Upon the Company's exercise of the
above option applicable to this Section with respect to any Securities of or
within a series, the Company shall be deemed to have been discharged from its
obligations with respect to such Outstanding Securities on the date the
conditions set forth in Section 1404 are satisfied (hereinafter, "defeasance").
For this purpose, such defeasance means that the Company shall be deemed to have
paid and discharged the entire indebtedness represented by such Outstanding
Securities, which shall thereafter be deemed to be "Outstanding" only for the
purposes of Section 1405 and the other Sections of this Indenture referred to in
clauses (A) and (B) below, and to have satisfied all of its other obligations
under such Securities and this Indenture insofar as such Securities are
concerned (and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging the same) except for the following which shall survive
until otherwise terminated

                                       54


or discharged hereunder: (A) the rights of Holders of such Outstanding
Securities to receive, solely from the trust fund described in Section 1404 and
as more fully set forth in such Section, payments in respect of the principal of
(and premium, if any) and interest, if any, on such Securities when such
payments are due, (B) the Company's obligations with respect to such Securities
under Sections 305, 306, 1002 and 1003 and with respect to the payment of
Additional Interest, if any, on such Securities as contemplated by Section 1008,
(C) the rights, powers, trusts, duties and immunities of the Trustee hereunder
and (D) this Article. Subject to compliance with this Article Fourteen, the
Company may exercise its option under this Section notwithstanding the prior
exercise of its option under Section 1403 with respect to such Securities.

      SECTION 1403. Covenant Defeasance. Upon the Company's exercise of the
above option applicable to this Section with respect to any Securities of or
within a series, the Company shall be released from its obligations under
Sections 1004 to 1006, inclusive, and, if specified pursuant to Section 301, its
obligations under any other covenant, with respect to such Outstanding
Securities on and after the date the conditions set forth in Section 1404 are
satisfied (hereinafter, "covenant defeasance"), and such Securities shall
thereafter be deemed to be not "Outstanding" for the purposes of any direction,
waiver, consent or declaration or Act of Holders (and the consequences of any
thereof) in connection with Sections 1004 to 1006, inclusive, or such other
covenant, but shall continue to be deemed "Outstanding" for all other purposes
hereunder. For this purpose, such covenant defeasance means that, with respect
to such Outstanding Securities, the Company may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in
any such Section or such other covenant, whether directly or indirectly, by
reason of any reference elsewhere herein to any such Section or such other
covenant or by reason of reference in any such Section or such other covenant to
any other provision herein or in any other document and such omission to comply
shall not constitute a default or an Event of Default under Section 501(4) or
501(9) or otherwise, as the case may be, but, except as specified above, the
remainder of this Indenture and such Securities shall be unaffected thereby.

      SECTION 1404. Conditions to Defeasance or Covenant Defeasance. The
following shall be the conditions to application of Section 1402 or Section 1403
to any Outstanding Securities of or within a series:

            (a) The Company shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee satisfying the requirements of
Section 607 who shall agree to comply with the provisions of this Article
Fourteen applicable to it) as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for, and dedicated solely
to, the benefit of the Holders of such Securities, (1) an amount of money, or
(2) Government Obligations applicable to such Securities which through the
scheduled payment of principal and interest in respect thereof in accordance
with their terms will provide, not later than the due date of any payment of
principal of (and premium, if any) and interest, if any, on such Securities,
money in an amount, or (3) a combination thereof, in any case, in an amount,
sufficient, without consideration of any reinvestment of such principal and
interest, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee, to pay and discharge, and which shall be applied by the Trustee (or
other qualifying trustee) to pay and discharge, (1) the principal of (and
premium,

                                       55


if any) and interest, if any, on such Outstanding Securities on the Stated
Maturity of such principal or installment of principal or interest and (ii) any
mandatory sinking fund payments or analogous payments applicable to such
Outstanding Securities on the day on which such payments are due and payable in
accordance with the terms of this Indenture and of such Securities.

            (b) Such defeasance or covenant defeasance shall not result in a
breach or violation of, or constitute a default under, this Indenture or any
other material agreement or instrument to which the Company is a party or by
which it is bound.

            (c) No Event of Default or event which with notice or lapse of time
or both would become an Event of Default with respect to such Securities shall
have occurred and be continuing on the date of such deposit or, insofar as
Sections 501(6) and 501(7) are concerned, at any time during the period ending
on the 91st day after the date of such deposit (it being understood that this
condition shall not be deemed satisfied until the expiration of such period).

            (d) In the case of an election under Section 1402, the Company shall
have delivered to the Trustee an Opinion of Counsel stating that (i) the Company
has received from, or there has been published by, the Internal Revenue Service
a ruling, or (ii) since the date of execution of this Indenture, there has been
a change in the applicable Federal income tax law, in either case to the effect
that, and based thereon such opinion shall confirm that, the Holders of such
Outstanding Securities will not recognize income, gain or loss for Federal
income tax purposes as a result of such defeasance and will be subject to
Federal income tax on the same amounts, in the same manner and at the same times
as would have been the case if such defeasance had not occurred.

            (e) In the case of an election under Section 1403, the Company shall
have delivered to the Trustee an Opinion of Counsel to the effect that the
Holders of such Outstanding Securities will not recognize income, gain or loss
for Federal income tax purposes as a result of such covenant defeasance and will
be subject to Federal income tax on the same amounts, in the same manner and at
the same times as would have been the case if such covenant defeasance had not
occurred.

            (f) The Company shall have delivered to the Trustee an Officers'
Certificate and an opinion of Counsel, each stating that all conditions
precedent to the defeasance under Section 1402 or the covenant defeasance under
Section 1403 (as the case may be) have been complied with and an Opinion of
Counsel to the effect that either (i) as a result of a deposit pursuant to
subsection (a) above and the related exercise of the Company's option under
Section 1402 or Section 1403 (as the case may be), registration is not required
under the Investment Trust Act of 1940, as amended, by the Company, with respect
to the trust funds representing such deposit or by the Trustee for such trust
funds or (ii) all necessary registrations under such Act have been effected.

            (g) Notwithstanding any other provisions of this Section, such
defeasance or covenant defeasance shall be effected in compliance with any
additional or substitute terms, conditions or limitations which may be imposed
on the Company in connection therewith pursuant to Section 301.

                                       56


      SECTION 1405. Deposited Money and Government Obligations to Be Held in
Trust; Other Miscellaneous Provisions. Subject to the provisions of the last
paragraph of Section 1003, all money and Government Obligations (or other
property as may be provided pursuant to Section 301) (including the proceeds
thereof) deposited with the Trustee (or other qualifying trustee, collectively
for purposes of this Section 1405, the "Trustee") pursuant to Section 1404 in
respect of any Outstanding Securities of any series shall be held in trust and
applied by the Trustee, in accordance with the provisions of such Securities and
this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities of all sums due and to become due
thereon in respect of principal (and premium, if any) and interest and
Additional Interest, if any, but such money need not be segregated from other
funds except to the extent required by law.

      The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the Government Obligations deposited
pursuant to Section 1404 or the principal and interest received in respect
thereof other than any such tax, fee or other charge which by law is for the
account of the Holders of such Outstanding Securities.

      Anything in this Article to the contrary notwithstanding, subject to
Section 606, the Trustee shall deliver or pay to the Company from time to time
upon Company Request any money or Government Obligations (or other property and
any proceeds therefrom) held by it as provided in Section 1404 which, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to
effect a defeasance or covenant defeasance, as applicable, in accordance with
this Article.

                                 ARTICLE FIFTEEN

                                  SUBORDINATION

      SECTION 1501. Securities Subordinate to Senior Indebtedness. The Company
covenants and agrees, and each Holder of a Security, by his acceptance thereof,
likewise covenants and agrees, that, to the extent and in the manner hereinafter
set forth in this Article (subject to Article Four), the payment of the
principal of, premium, if any, and interest (including Additional Interest, if
any) on each and all of the Securities are hereby expressly made subordinate and
subject in right of payment to the prior payment in full in cash of all Senior
Indebtedness.

      SECTION 1502. Payment of Proceeds Upon Dissolution, Etc. Upon any payment
or distribution of assets of the Company upon any liquidation, dissolution,
winding-up, reorganization, assignment for the benefit of creditors, marshalling
of assets or liabilities or any bankruptcy, insolvency or similar proceedings of
the Company (each such event, if any, referred to as a "Proceeding"), the
holders of Senior Indebtedness shall be entitled to receive payment in full of
all amounts due on or to become due on or in respect of all Senior Indebtedness
(including any interest accruing thereon after the commencement of any such
Proceeding, whether or not allowed as a claim against the Company in such
Proceeding), before the Holders of the Securities are entitled to receive any
payment or distribution (excluding any payment described in

                                       57


Section 1509) on account of the principal of, premium, if any, or interest
(including Additional Interest, if any) on the Securities or on account of any
purchase, redemption or other acquisition of Securities by the Company (all such
payments, distributions, purchases, redemptions and acquisitions, whether or not
in connection with a Proceeding, herein referred to, individually and
collectively, as a "Payment").

      In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, prohibited by the foregoing shall be received by the
Trustee or the Holders of the Securities before all Senior Indebtedness is paid
in full, or provision is made for such payment in money in accordance with its
terms, such payment or distribution shall be held in trust for the benefit of
and shall be paid over or delivered to the holders of Senior Indebtedness or to
the trustee or trustees under any indenture pursuant to which any instruments
evidencing any such Senior Indebtedness may have been issued, as their
respective interests may appear, as calculated by the Company, for application
to the payment of all Senior Indebtedness remaining unpaid to the extent
necessary to pay all Senior Indebtedness in full in accordance with its terms,
after giving effect to any concurrent payment or distribution to or for the
holders of such Senior Indebtedness.

      For purposes of this Article, "assets of the Company" shall not be deemed
to include shares of stock of the Company as reorganized or readjusted, or
securities of the Company or any other corporation provided for by a plan of
reorganization or readjustment, the payment of which is subordinated at least to
the extent provided in this Article with respect to the Securities to the
payment of all Senior Indebtedness that may at the time be outstanding,
provided, however, that (i) Senior Indebtedness is assumed by the new
corporation, if any, resulting from any such reorganization or readjustment, and
(ii) the rights of the holders of the Senior Indebtedness are not, without the
consent of such holders, altered by such reorganization or readjustment. The
consolidation of the Company with, or the merger of the Company into, another
corporation or the liquidation or dissolution of the Company following the
conveyance or transfer of its property as an entirety, or substantially as an
entirety, to another corporation upon the terms and conditions provided for in
Article Eight shall not be deemed a dissolution, winding-up, liquidation or
reorganization for the purposes of this Section 1502 if such other corporation
shall, as a part of such consolidation, merger, conveyance or transfer, comply
with the conditions stated in Article Eight. Nothing in Section 1503 or in this
Section 1502 shall apply to claims of, or payments to, the Trustee under or
pursuant to Section 606.

      SECTION 1503. No Payment When Senior Indebtedness in Default. No payment
of any principal, including redemption payments, if any, premium, if any, or
interest (including Additional Interest, if any) on the Securities shall be made
if

            (i) any Senior Indebtedness is not paid when due whether at the
stated maturity of such payment or by call for redemption and any applicable
grace period with respect to such default has ended, with such default remaining
uncured and such default has not been waived or otherwise ceased to exist;

            (ii) any other default occurs and is continuing in respect of any
Senior Indebtedness that permits the maturity of such Senior Indebtedness to be
accelerated, whether or not such maturity has been accelerated; or

                                       58


            (iii) notice has been given of the exercise of an option to require
repayment, mandatory payment or prepayment of Senior Indebtedness.

      In the event that, notwithstanding the foregoing, the Company shall make
any Payment to the Trustee or any Holder prohibited by the foregoing provisions
of this Section, then in such event such event such Payment shall be held in
trust and paid over and delivered forthwith to the holders of the Senior
Indebtedness.

      The provisions of this Section shall not apply to any Payment with respect
to which Section 1502 would be applicable.

      SECTION 1504. Payment Permitted If No Default. Nothing contained in this
Article or elsewhere in this Indenture or in any of the Securities shall prevent
the Company, at any time except during the pendency of any Proceeding referred
to in Section 1502 or under the conditions described in Section 1503, from
making Payments. Nothing in this Article shall have any effect on the right of
the Holders or the Trustee to accelerate the maturity of the Securities upon the
occurrence of an Event of Default, but, in that event, no payment may be made in
violation of the provisions of this Article with respect to the Securities. If
payment of the Securities is accelerated because of an Event of Default, the
Company shall promptly notify the holders of the Senior Indebtedness (or their
representatives) of such acceleration.

      SECTION 1505. Subrogation to Rights of Holders of Senior Indebtedness.
Upon payment in full of all Senior Indebtedness, or provision for payment, the
Holders of the Securities shall be subrogated to the rights of the holders of
such Senior Indebtedness to receive payments and distributions of cash, property
and securities applicable to the Senior Indebtedness until the principal of,
premium, if any, and interest (including Additional Interest, if any) on the
Securities shall be paid in full. For purposes of such subrogation, no payments
or distributions to the holders of the Senior Indebtedness of any cash, property
or securities to which the Holders of the Securities or the Trustee would be
entitled except for the provisions of this Article, and no payments pursuant to
the provisions of this Article to the holders of Senior Indebtedness by Holders
of the Securities or the Trustee, shall, as among the Company, its creditors
other than holders of Senior Indebtedness and the Holders of Securities, be
deemed to be a payment or distribution by the Company to or on account of the
Senior Indebtedness.

      SECTION 1506. Provisions Solely to Define Relative Rights. The provisions
of this Article are and are intended solely for the purpose of defining the
relative rights of the Holders on the one hand and the holders of Senior
Indebtedness on the other hand. Nothing contained in this Article or elsewhere
in this Indenture or in the Securities is intended to or shall (a) impair, as
among the Company, its creditors other than holders of Senior Indebtedness and
the Holders of the Securities, the obligation of the Company, which is absolute
and unconditional (and which, subject to the rights under this Article of the
holders of Senior Indebtedness, is intended to rank equally with all other
general obligations of the Company), to pay to the Holders of the Securities the
principal of, premium, if any, and interest (including Additional Interest, if
any) on the Securities as and when the same shall become due and payable in
accordance with their terms; or (b) affect the relative rights against the
Company of the Holders of the Securities and creditors of the Company other than
the holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of
any Security from exercising all remedies otherwise permitted by

                                       59


applicable law upon default under this Indenture, subject to the rights, if any,
under this Article of the holders of Senior Indebtedness to receive cash,
property and securities otherwise payable or deliverable to the Trustee or such
Holder or, under the conditions specified in Section 1603, to prevent any
payment prohibited by such Section or enforce their rights pursuant to the
penultimate paragraph in Section 1503.

      SECTION 1507. Trustee to Effectuate Subordination. Each Holder of a
Security by his acceptance thereof authorizes and directs the Trustee on his
behalf to take such action as may be necessary or appropriate to effectuate the
subordination provided in this Article and appoints the Trustee his
attorney-in-fact for any and all such purposes, including, in the event of any
dissolution, winding-up, liquidation or reorganization of the Company, whether
in bankruptcy, insolvency, receivership proceedings, or otherwise, the timely
filing of a claim for the unpaid balance of the indebtedness of the Company
owing to such Holder in the form required in such proceedings and the causing of
such claim to be approved.

      SECTION 1508. No Waiver of Subordination Provisions. No right of any
present or future holder of any Senior Indebtedness to enforce the subordination
provisions provided herein shall at any time in any way be prejudiced or
impaired by any act or failure to act on the part of the Company or by any act
or any failure to act, in good faith, by any such holder, or by any
noncompliance by the Company with the terms, provisions and covenants of this
Indenture, regardless of any knowledge thereof any such holder may have to be or
be otherwise charged with.

      Without in any way limiting the generality of the foregoing paragraph, the
holders of Senior Indebtedness may, at any time and from time to time, without
the consent of or notice to the Trustee or the Holders of the Securities,
without incurring responsibility to the Holders of the Securities and without
impairing or releasing the subordination provided in this Article or the
obligations hereunder of the Holders of the Securities to the holders of Senior
Indebtedness, do any one or more of the following: i) change the manner, place
or terms of payment or extend the time for payment of, or renew or alter, Senior
Indebtedness, or otherwise amend or supplement in any manner Senior Indebtedness
or any instrument evidencing the same or any agreement under which Senior
Indebtedness is outstanding; (ii) permit the Company to borrow, repay and then
reborrow any or all of the Senior Indebtedness; (iii) sell, exchange, release or
otherwise deal with any property pledged, mortgaged or otherwise securing Senior
Indebtedness; (iv) release any Person liable in any manner for the collection of
Senior Indebtedness; (v) exercise or refrain from exercising any rights against
the Company and any other Person; or (vi) apply any sums received by them to
Senior Indebtedness.

      SECTION 1509. Trust Moneys Not Subordinated. Notwithstanding anything
contained herein to the contrary, payments from money held in trust by the
Trustee under Article Four for the payment of the principal of, premium, if any,
and interest (including Additional Interest, if any) on any series of Securities
shall not be subordinated to the prior payment of any Senior Indebtedness or
subject to the restrictions set forth in this Article and no Holder of such
Securities nor the Trustee shall be obligated to pay over such amount to the
Company, any holder of Senior Indebtedness (or a designated representative of
such holder) or any other creditor of the Company.

                                       60


      SECTION 1510. Notice to the Trustee. The Company shall give prompt written
notice to a Responsible Officer of the Trustee of any fact known to the Company
that would prohibit the making of any payment of monies to or by the Trustee in
respect of the Securities pursuant to the provisions of this Article.
Notwithstanding the provisions of this Article or any other provision of this
Indenture, the Trustee shall not be charged with knowledge of the existence of
any facts that would prohibit the making of any payment of monies to or by the
Trustee in respect of the Securities pursuant to the provisions of this Article
unless and until a Responsible Officer of the Trustee shall have received
written notice thereof at the Corporate Trust Office of the Trustee from the
Company or a holder or holders of Senior Indebtedness or from any trustee
therefor; and before the receipt of any such written notice, the Trustee,
subject to the provisions of Section 601, shall be entitled in all respects to
assume that no such facts exist; provided, however, that if the Trustee shall
not have received the notice provided for in this Section 1510 at least two
Business Days prior to the date upon which, by the terms hereof, any money may
become payable for any purpose (including, without limitation, the payment of
the principal of (or premium, if any) or interest on any Security), then,
anything herein contained to the contrary notwithstanding, the Trustee shall
have full power and authority to receive such money and to apply the same to the
purposes for which they were received, and shall not be affected by any notice
to the contrary that may be received by it within two Business Days prior to
such date.

      The Trustee, subject to the provisions of Section 601, shall be entitled
to rely on the delivery to it of a written notice by a Person representing
himself to be holder of Senior Indebtedness (or a trustee on behalf of such
holder) to establish that such notice has been given by a holder of Senior
Indebtedness or a trustee on behalf of any such holder or holders. In the event
that the Trustee determines in good faith that further evidence is required with
respect to the right of any Person as a holder of Senior Indebtedness to
participate in any payment or distribution pursuant to this Article, the Trustee
may request such Person to furnish evidence to the reasonable satisfaction of
the Trustee as to the amount of Senior Indebtedness held by such Person, the
extent to which such Person is entitled to participate in such payment or
distribution and any other facts pertinent to the rights of such Person under
this Article, and if such evidence is not furnished the Trustee may defer any
payment to such person pending judicial determination as to the right of such
person to receive such payment.

      SECTION 1511. Reliance on Judicial Order or Certificate of Liquidating
Agent. Upon any payment or distribution of assets of the Company referred to in
this Article, the Trustee, subject to the provisions of Section 601, and the
Holders of the Securities shall be entitled to rely upon any order or decree
entered by any court of competent jurisdiction in which such Proceeding is
pending, or a certificate of the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee for the benefit of creditors, agent or other Person
making such payment or distribution, delivered to the Trustee or to the Holders
of Securities, for the purpose of ascertaining the Person entitled to
participate in such payment or distribution, the holders of the Senior
Indebtedness, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Article,
provided that the foregoing shall apply only if such court has been apprised of
the provisions of this Article.

      SECTION 1512. Trustee Not Fiduciary for Holders of Senior Indebtedness.
Subject to the provisions of Section 601, the Trustee shall not be deemed to owe
any fiduciary duty to the holders of Senior Indebtedness and shall not be liable
to any such holders if it shall in good faith

                                       61


mistakenly pay over or distribute to Holders of Securities or to the Company or
to any other Person cash, property or securities to which any holders of Senior
Indebtedness shall be entitled by virtue of this Article or otherwise.

      SECTION 1513. Rights of Trustee as Holder of Senior Indebtedness;
Preservation of Trustee's Rights. The Trustee in its individual capacity shall
be entitled to all the rights set forth in this Article with respect to any
Senior Indebtedness which may at any time be held by it, to the same extent as
any other holder of Senior Indebtedness, and nothing in this Indenture shall
deprive the Trustee of any of its rights as such holder.

      Nothing in this Article shall apply to claims of, or payments to, the
Trustee or pursuant to Section 606.

      SECTION 1514. Article Applicable to Paying Agents. In case at any time any
Paying Agent other than the Trustee (or the Company or an Affiliate of the
Company) shall have been appointed by the Company and be then acting hereunder,
the term "Trustee" as used in this Article shall in such case (unless the
context otherwise required) be construed as extending to and including such
Paying Agent within its meaning as fully for all intents and purposes as if such
Paying Agent were named in this Article in addition to or in place of the
Trustee.

      SECTION 1515. Reliance by Holders of Senior Indebtedness on Subordination
Provisions. Each Holder by accepting a Security acknowledges and agrees that the
foregoing subordination provisions are, and are intended to be, an inducement
and a consideration to each holder of any Senior Indebtedness, whether such
Senior Indebtedness was created or acquired before or after the issuance of the
Securities, to acquire and continue to hold, or to continue to hold, such Senior
Indebtedness and such holder of Senior Indebtedness shall be deemed conclusively
to have relied on such subordination provisions in acquiring and continuing to
hold, or to continue to hold, such Senior Indebtedness.

                                 ARTICLE SIXTEEN

                            MISCELLANEOUS PROVISIONS

      SECTION 1601. Assignment; Binding Effect. The Company shall have the right
at all times to assign any of its rights or obligations under this Indenture to
a direct or indirect wholly-owned subsidiary of the Company, provided that, in
the event of any such assignment, the Company shall remain primarily liable for
the performance of all such obligations. This Indenture may also be assigned by
the Company in connection with a transaction described in Article Eight. This
Indenture shall be binding upon and inure to the benefit of the Company, the
Trustee, the Holders, any Security Registrar, Paying Agent, and Authenticating
Agent and, to the extent specifically set forth herein, the holders of Senior
Indebtedness and their respective successors and assigns. The provisions of
clause (2) of Section 508 are for the benefit of the holders of the series of
Trust Securities referred to therein and, prior to the dissolution of the
related Securities Trust, may be enforced by such holders. A holder of a Trust
Security shall not have the right, as such a holder, to enforce any other
provision of this Indenture.

                                       62


      SECTION 1602. Additional Interest. Whenever there is mentioned in this
Indenture, in any context, the payment of the principal of, premium, if any, or
interest on, or in respect of, any Security of any series such mention shall be
deemed to include mention of the payment of Additional Interest provided for by
the terms of such series of Securities to the extent that, in such context,
Additional Interest is, was or would be payable in respect thereof pursuant to
such terms, and express mention of the payment of Additional Interest in any
provisions hereof shall not be construed as excluding Additional Interest in
those provisions hereof where such express mention is not made.

      SECTION 1603. Counterparts. This Indenture may be executed in any number
of counterparts, each of which so executed shall be deemed to be an original,
but all such counterparts shall together constitute but one and the same
Indenture.

                                       63


      IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed all as of the day and year first above written.

                                          D.R. HORTON, INC.

                                          By:_________________________________
                                             Title:

Attest:__________________________________
         Title:


                                          ____________________________________
                                          as Trustee


                                          By:_________________________________
                                             Title:

Attest:__________________________________
       Title:

                                       64


                                  SCHEDULE 301

                FORM OF OPTION TO EXTEND INTEREST PAYMENT PERIOD

      The Company has the right at any time and from time to time to extend the
interest payment period of the Series __ Subordinated Debentures for up to
twenty (20) consecutive quarters (each, an "Extension Period"), during which
Extension Period the Company shall have the right to make partial payments of
interest on any Interest Payment Date; provided, however, that no such Extension
Period may extend beyond the Stated Maturity. Notwithstanding the foregoing, the
Company has no right to extend its obligation to pay such amounts as are defined
in the definition of Additional Interest. Prior to the termination of any such
Extension Period, the Company may further extend the interest payment period;
provided that such Extension Period, together with all such previous and further
extensions of that Extension Period, shall not exceed twenty (20) consecutive
quarters. Upon the termination of any such Extension Period and upon the payment
of all accrued and unpaid interest and any Additional Interest then due, the
Company may select a new Extension Period, subject to the above limitations and
requirements.

      Upon the termination of any Extension Period, which termination shall be
on an Interest Payment Date, the Company shall pay all Deferred Interest on the
next succeeding Interest Payment Date to the Person or Persons in whose name the
Series __ Subordinated Debentures are registered on the Regular Record Date for
such Interest Payment Date; provided that Deferred Interest payable at Stated
Maturity or on any Redemption Date will be paid to the Person or Persons to whom
principal is payable.

      The Company shall give the Holder or Holders of the Series __ Subordinated
Debentures and the Trustee notice, as provided in Sections 105 and 106,
respectively, of the Original Indenture, of its selection or extension of an
Extension Period at least one Business Day prior to the earlier of (i) the
Regular Record Date relating to the Interest Payment Date on which the Extension
Period is to commence or relating to the Interest Payment Date on which an
Extension Period that is being extended would otherwise terminate, or (ii) the
date the Company or the Securities Trust is required to give notice to the
applicable self-regulatory organization of the record date or the date, such
distributions are payable. The Company shall cause the Securities Trust to give
notice of the Company's selection of such Extension Period to Holders of the
Trust Securities. The month in which any notice is given pursuant to the
immediately preceding sentence of this Section shall constitute the first month
of the first quarter of the twenty (20) consecutive quarters which comprise the
maximum Extension Period.

      At any time any of the foregoing notices are given to the Trustee the
Company shall give to the Paying Agent for the Series __ Subordinated Debentures
such information as said Paying Agent shall reasonably require in order to
fulfill its tax reporting obligations with respect to such Series __
Subordinated Debentures.

      "Deferred Interest" means (i) such installments of interest as are not
paid during any Extension Period, plus (ii) such interest as shall accrue on
such installments of interest not paid on an Interest Payment Date during such
Extension Period, accruing at the rate of ___% per annum from the applicable
Interest Payment Date to the date of payment, compounded quarterly, on each
Interest Payment Date, to the extent permitted by applicable law.

EX-4.14

Exhibit 4.14

                   FORM OF AMENDED & RESTATED TRUST AGREEMENT

                               DRH CAPITAL TRUST I

                              AMENDED AND RESTATED
                                 TRUST AGREEMENT

                                      AMONG

                        D.R. HORTON, INC., AS DEPOSITOR,


                                                   AS PROPERTY TRUSTEE

                                                AS DELAWARE TRUSTEE


                                       AND

                         ____________ AND ____________,

                           AS ADMINISTRATIVE TRUSTEES

                                   DATED AS OF

                            ________________________



                                TABLE OF CONTENTS

                                                                                                                        
ARTICLE I  DEFINED TERMS................................................................................................    1
     Section 1.01   DEFINITIONS.........................................................................................    1

ARTICLE II  ESTABLISHMENT OF THE TRUST..................................................................................   10
     Section 2.01   NAME................................................................................................   10

     Section 2.02   OFFICES OF THE TRUSTEES; PRINCIPAL PLACE OF BUSINESS................................................   10

     Section 2.03   INITIAL CONTRIBUTION OF TRUST PROPERTY; ORGANIZATIONAL EXPENSES.....................................   10

     Section 2.04   ISSUANCE OF THE TRUST PREFERRED SECURITIES..........................................................   11

     Section 2.05   SUBSCRIPTION AND PURCHASE OF SUBORDINATED DEBENTURES; ISSUANCE OF THE TRUST COMMON SECURITIES.......   11

     Section 2.06   DECLARATION OF TRUST................................................................................   11

     Section 2.07   AUTHORIZATION TO ENTER INTO CERTAIN TRANSACTIONS....................................................   11

     Section 2.08   ASSETS OF TRUST.....................................................................................   16

     Section 2.09   TITLE TO TRUST PROPERTY.............................................................................   16

     Section 2.10   MERGERS AND CONSOLIDATIONS OF THE TRUST.............................................................   16

ARTICLE III  PAYMENT ACCOUNT............................................................................................   17
     Section 3.01   PAYMENT ACCOUNT.....................................................................................   17

ARTICLE IV  DISTRIBUTIONS; REDEMPTION...................................................................................   18
     Section 4.01   DISTRIBUTIONS.......................................................................................   18

     Section 4.02   REDEMPTION..........................................................................................   19

     Section 4.03   SUBORDINATION OF TRUST COMMON SECURITIES............................................................   21

     Section 4.04   PAYMENT PROCEDURES..................................................................................   21

     Section 4.05   TAX RETURNS AND REPORTS.............................................................................   21

ARTICLE V  TRUST SECURITIES CERTIFICATES................................................................................   22
     Section 5.01   INITIAL OWNERSHIP...................................................................................   22

     Section 5.02   THE TRUST SECURITIES CERTIFICATES...................................................................   22

     Section 5.03   AUTHENTICATION OF TRUST SECURITIES CERTIFICATES.....................................................   22

     Section 5.04   REGISTRATION OF TRANSFER AND EXCHANGE OF TRUST PREFERRED SECURITIES CERTIFICATES....................   22

     Section 5.05   MUTILATED, DESTROYED, LOST OR STOLEN TRUST SECURITIES CERTIFICATES..................................   23



                                       i


                                                                                                                        
     Section 5.06   PERSONS DEEMED SECURITYHOLDERS......................................................................   23

     Section 5.07   ACCESS TO LIST OF SECURITYHOLDERS' NAMES AND ADDRESSES..............................................   24

     Section 5.08   MAINTENANCE OF OFFICE OR AGENCY.....................................................................   24

     Section 5.09   APPOINTMENT OF PAYING AGENT.........................................................................   24

     Section 5.10   OWNERSHIP OF TRUST COMMON SECURITIES BY DEPOSITOR...................................................   25

     Section 5.11   BOOK-ENTRY TRUST PREFERRED SECURITIES CERTIFICATES; TRUST COMMON SECURITIES CERTIFICATE.............   25

     Section 5.12   NOTICES TO CLEARING AGENCY..........................................................................   26

     Section 5.13   DEFINITIVE TRUST PREFERRED SECURITIES CERTIFICATES..................................................   26

     Section 5.14   RIGHTS OF SECURITYHOLDERS...........................................................................   27

ARTICLE VI  ACTS OF SECURITYHOLDERS; MEETINGS; VOTING...................................................................   27
     Section 6.01   LIMITATIONS ON VOTING RIGHTS........................................................................   27

     Section 6.02   NOTICE OF MEETINGS..................................................................................   28

     Section 6.03   MEETINGS OF TRUST PREFERRED SECURITYHOLDERS.........................................................   28

     Section 6.04   VOTING RIGHTS.......................................................................................   29

     Section 6.05   PROXIES, ETC........................................................................................   29

     Section 6.06   SECURITYHOLDER ACTION BY WRITTEN CONSENT............................................................   29

     Section 6.07   RECORD DATE FOR VOTING AND OTHER PURPOSES...........................................................   29

     Section 6.08   ACTS OF SECURITYHOLDERS.............................................................................   29

     Section 6.09   INSPECTION OF RECORDS...............................................................................   30

ARTICLE VII  REPRESENTATIONS AND WARRANTIES OF THE PROPERTY TRUSTEE, DELAWARE TRUSTEE AND DEPOSITOR.....................   31
     Section 7.01   REPRESENTATIONS AND WARRANTIES OF THE PROPERTY TRUSTEE..............................................   31

     Section 7.02   REPRESENTATIONS AND WARRANTIES OF THE DELAWARE TRUSTEE..............................................   32

     Section 7.03   REPRESENTATIONS AND WARRANTIES OF DEPOSITOR.........................................................   33

ARTICLE VIII  THE TRUSTEES..............................................................................................   33
     Section 8.01   CERTAIN DUTIES AND RESPONSIBILITIES.................................................................   33

     Section 8.02   NOTICE OF DEFAULTS..................................................................................   34

     Section 8.03   CERTAIN RIGHTS OF PROPERTY TRUSTEE..................................................................   34

     Section 8.04   NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES..............................................   35

     Section 8.05   TRUSTEE MAY HOLD SECURITIES.........................................................................   35

     Section 8.06   COMPENSATION; FEES; INDEMNITY.......................................................................   35



                                       ii


                                                                                                                        
     Section 8.07   TRUSTEES REQUIRED; ELIGIBILITY......................................................................   36

     Section 8.08   CONFLICTING INTERESTS...............................................................................   37

     Section 8.09   CO-PROPERTY TRUSTEES AND SEPARATE TRUSTEE...........................................................   37

     Section 8.10   RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR...................................................   38

     Section 8.11   ACCEPTANCE OF APPOINTMENT BY SUCCESSOR..............................................................   40

     Section 8.12   MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.........................................   40

     Section 8.13   PREFERENTIAL COLLECTION OF CLAIMS AGAINST DEPOSITOR OR TRUST........................................   40

     Section 8.14   REPORTS BY PROPERTY TRUSTEE.........................................................................   41

     Section 8.15   REPORTS TO THE PROPERTY TRUSTEE.....................................................................   41

     Section 8.16   EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT....................................................   41

     Section 8.18   DELEGATION OF POWER.................................................................................   42

     Section 8.19   ENFORCEMENT OF RIGHTS OF PROPERTY TRUSTEE BY SECURITYHOLDERS........................................   42

ARTICLE IX  TERMINATION AND LIQUIDATION.................................................................................   43
     Section 9.01   TERMINATION UPON EXPIRATION DATE....................................................................   43

     Section 9.02   EARLY TERMINATION...................................................................................   43

     Section 9.03   TERMINATION.........................................................................................   43

     Section 9.04   LIQUIDATION.........................................................................................   43

     Section 9.05   BANKRUPTCY..........................................................................................   45

ARTICLE X  MISCELLANEOUS PROVISIONS.....................................................................................   45
     Section 10.01  GUARANTEE BY THE DEPOSITOR..........................................................................   45

     Section 10.02  LIMITATION OF RIGHTS OF SECURITYHOLDERS.............................................................   45

     Section 10.03  AMENDMENT...........................................................................................   45

     Section 10.04  SEPARABILITY........................................................................................   47

     Section 10.05  GOVERNING LAW.......................................................................................   47

     Section 10.06  NOTICE OF DEFERRAL OF DISTRIBUTION..................................................................   47

     Section 10.07  HEADINGS............................................................................................   47

     Section 10.08  NOTICE AND DEMAND...................................................................................   47

     Section 10.09  AGREEMENT NOT TO PETITION...........................................................................   48

     Section 10.10  CONFLICT WITH TRUST INDENTURE ACT...................................................................   48

     Section 10.11  SUCCESSORS..........................................................................................   49



                                      iii


EXHIBIT A   -   Form of Expense Agreement
EXHIBIT B   -   Form of Trust Common Securities Certificate
EXHIBIT C   -   Form of Trust Preferred Securities Certificate

                                       iv


                               DRH CAPITAL TRUST I

              Certain Sections of this Trust Agreement relating to
                         Sections 310 through 318 of the
                          Trust Indenture Act of 1939:

Trust Indenture Act                                              Trust Agreement



Section                                                                Section
- -------                                                                -------
                                                                    
Section 310(a)(1)....................................................  8.07
            (a)(2)...................................................  8.07
            (a)(3)...................................................  8.09
            (a)(4)...................................................  Not Applicable
            (b)......................................................  8.08

Section 311(a).......................................................  8.13
            (b)......................................................  8.13

Section 312(a).......................................................  5.07
            (b)......................................................  5.07
            (c)......................................................  5.07

Section 313(a).......................................................  8.14
            (a)(4)...................................................  8.14(b)
            (b)......................................................  8.14(b)
            (c)......................................................  8.14(c)
            (d)......................................................  8.14(b), 8.14(c)

Section 3.14(a)......................................................  8.15
            (b)......................................................  Not Applicable
            (c)(1)...................................................  8.15, 8.16
            (c)(2)...................................................  8.16
            (c)(3)...................................................  8.16
            (d)......................................................  Not Applicable
            (e)......................................................  8.16

Section 315(a).......................................................  8.01
            (b)......................................................  8.02, 8.14(b)
            (c)......................................................  8.01(a)
            (d)......................................................  8.01, 8.03
            (e)......................................................  Not Applicable

Section 316(a).......................................................  Not Applicable
            (a)(1)(A)................................................  8.19
            (a)(1)(B)................................................  8.19
            (a)(2)...................................................  Not Applicable
            (b)......................................................  Not Applicable
            (c)......................................................  Not Applicable


                                       v


                                                                    
Section 317(a)(1)....................................................  Not Applicable
            (a)(2)...................................................  Not Applicable
            (b)......................................................  5.09

Section 318(a).......................................................  10.10



Note: This Cross-Reference Table does not constitute part of the Trust Agreement
and shall not affect the interpretation of any of its terms and provisions.

                                       vi


                      AMENDED AND RESTATED TRUST AGREEMENT


      THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of ____________, ___
by and among (i) D.R. Horton, Inc., a Delaware corporation (the "Depositor" or
the "Corporation"), (ii) _______________________________, as trustee (the
"Property Trustee" and, in its separate corporate capacity and not in its
capacity as Property Trustee, the "Trust Company"), (iii) ____________________,
a corporation duly organized under the laws of the State of Delaware, as
Delaware trustee (the "Delaware Trustee" and in its separate corporate and not
in its capacity as Delaware Trustee, the "Delaware Corporation"), (iv)
____________, an individual, and ____________, an individual, as administrative
trustees (each an "Administrative Trustee" and together the "Administrative
Trustees") (the Property Trustee, the Delaware Trustee and the Administrative
Trustees referred to collectively as the "Trustees") and (v) the several
Holders, as hereinafter defined.


                                   WITNESSETH:

      WHEREAS, the Depositor and certain of the Trustees have heretofore duly
declared and established a statutory trust pursuant to the Delaware Statutory
Trust Act by the execution and filing with the Secretary of State of the State
of Delaware of the Certificate of Trust, dated March 16, 2001 (the "Certificate
of Trust") and by the entering into that certain Trust Agreement, dated as of
March 16, 2001 (the "Original Trust Agreement"), and

      WHEREAS, the parties hereto desire to amend and restate the Original Trust
Agreement in its entirety as set forth herein to provide for, among other
things, (i) the addition of the Trust Company, as trustee of the Trust, (ii) the
acquisition by the Trust from the Depositor of all of the right, title and
interest in certain subordinated debentures of the Depositor, (iii) the issuance
of the Trust Common Securities by the Trust to the Depositor, and (iv) the
issuance and sale of the Trust Preferred Securities by the Trust pursuant to the
Underwriting Agreement.

      NOW THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the sufficiency of
which is hereby acknowledged, each party, for the benefit of the other parties
and for the benefit of the Securityholders, hereby amends and restates the
Original Trust Agreement in its entirety and agrees as follows:

                                    ARTICLE I

                                  DEFINED TERMS

      SECTION 1.01 DEFINITIONS. For all purposes of this Trust Agreement, except
as otherwise expressly provided or unless the context otherwise requires:

            (a) the terms defined in this Article have the meanings assigned to
      them in this Article and include the plural as well as the singular;

            (b) all other terms used herein that are defined in the Trust
      Indenture Act, either directly or by reference therein, have the meanings
      assigned to them therein;



            (c) unless the context otherwise requires, any reference to an
      "Article" or a "Section" refers to an Article or a Section, as the case
      may be, of this Trust Agreement; and

            (d) the words "herein," "hereof" and "hereunder" and other words of
      similar import refer to this Trust Agreement as a whole and not to any
      particular Article, Section or other subdivision.

            "Act" has the meaning specified in Section 6.08.

            "Additional Amount" means, with respect to Trust Securities of a
      given Liquidation Amount and/or a given period, an amount equal to the
      Additional Interest (as defined in clause (ii) of the definition of
      "Additional Interest" in the Subordinated Debenture Indenture) paid by the
      Depositor on a Like Amount of Subordinated Debentures for such period.

            "Administrative Trustee" means each of the individuals identified as
      an "Administrative Trustee" in the preamble to this Trust Agreement solely
      in their capacities as Administrative Trustees of the Trust formed and
      continued hereunder and except as specifically provided to the contrary
      herein and not in their individual capacities, or such trustee's
      successor(s) in interest in such capacity, or any successor
      "Administrative Trustee" appointed as herein provided.

            "Affiliate" of any specified Person means any other Person directly
      or indirectly controlling or controlled by or under direct or indirect
      common control with such specified Person. For the purposes of this
      definition, control when used with respect to any specified Person means
      the power to direct the management and policies of such Person, directly
      or indirectly, whether through the ownership of voting securities, by
      contract or otherwise; and the terms "controlling" and "controlled" have
      meanings correlative to the foregoing.

            "Bankruptcy Event" means, with respect to any Person:

                  (i) the entry by a court having jurisdiction in the premises
            of (A) a decree or order for relief in respect of such Person in an
            involuntary case or proceeding under any applicable federal or state
            bankruptcy, insolvency, reorganization or other similar law or (B) a
            decree or order adjudging such Person a bankrupt or insolvent, or
            approving as properly filed a petition seeking reorganization,
            arrangement, adjustment or composition of or in respect of such
            Person under any applicable federal or state law, or appointing a
            custodian, receiver, liquidator, assignee, trustee, sequestrator or
            other similar official of such Person or of any substantial part of
            its property, or ordering the winding up or liquidation of its
            affairs, and the continuance of any such decree or order for relief
            or any such other decree or order unstayed and in effect for a
            period of 60 consecutive days; or

                  (ii) the commencement by such Person of a voluntary case or
            proceeding under any applicable federal or state bankruptcy,
            insolvency,

                                       2


            reorganization or other similar law or of any other case or
            proceeding to be adjudicated a bankrupt or insolvent, or the consent
            by it to the entry of a decree or order for relief in respect of
            such Person in an involuntary case or proceeding under any
            applicable federal or state bankruptcy, insolvency, reorganization
            or other similar law or to the commencement of any bankruptcy or
            insolvency case or proceeding against it, or the filing by it of a
            petition or answer or consent seeking reorganization or relief under
            any applicable federal or state law, or the consent by it to the
            filing of such petition or to the appointment of or taking
            possession by a custodian, receiver, liquidator, assignee, trustee,
            sequestrator or other similar official of the Corporation or of any
            substantial part of its property, or the making by it of an
            assignment for the benefit of creditors, or the admission by it in
            writing of its inability to pay its debts generally as they become
            due, or the authorization of any such action by the board of
            directors of such Person.

            "Bankruptcy Laws" has the meaning specified in Section 10.09.

            "Beneficiaries" has the meaning specified in Section 10.01.

            "Board Resolution" means a resolution or a copy thereof certified by
      the Secretary, an Assistant Secretary or other Officer of the Depositor to
      have been duly adopted by the Depositor's Board of Directors or a duly
      authorized committee thereof and to be in full force and effect on the
      date of such certification, and delivered to the Trustees.

            "Book-Entry Trust Preferred Securities Certificates" means
      certificates representing Trust Preferred Securities issued in global,
      fully registered form to the Clearing Agency as described in Section 5.11.

            "Business Day" means a day other than (i) a Saturday or a Sunday,
      (ii) a day on which banks in New York, New York are authorized or
      obligated by law or executive order to remain closed or (iii) a day on
      which the Corporate Trust Office or the Indenture Trustee's principal
      corporate trust office is closed for business.

            "Clearing Agency" means an organization registered as a "clearing
      agency" pursuant to Section 17A of the Exchange Act. The Depository Trust
      Company will be the initial Clearing Agency.

            "Clearing Agency Participant" means a broker, dealer, bank, other
      financial institution or other Person for which from time to time a
      Clearing Agency effects book-entry transfers and pledges of securities
      deposited with the Clearing Agency pursuant to the rules of such Clearing
      Agency or an agreement between the Clearing Agency and such Person in the
      customary form.

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

            "Commission" means the Securities and Exchange Commission, as from
      time to time constituted, created under the Exchange Act, or, if at any
      time after the execution of

                                       3


      this instrument such Commission is not existing and performing the duties
      now assigned to it under the Trust Indenture Act then the body performing
      such duties at such time.

            "Corporate Trust Office" means the office of the Property Trustee
      located in New York, New York at which its corporate trust business shall
      be principally administered.

            "Corporation" means D.R. Horton, Inc., its successors and assigns.

            "Debenture Indenture Event of Default" means an "Event of Default"
      as defined in the Subordinated Debenture Indenture with respect to the
      Subordinated Debentures.

            "Debenture Indenture Redemption Date" means "Redemption Date", as
      defined in the Subordinated Debenture Indenture.

            "Definitive Trust Preferred Securities Certificates" means either or
      both (as the context requires) of (i) Trust Preferred Securities
      Certificates issued in certificated, fully registered form as provided in
      Section 5.11(a) and (ii) Trust Preferred Securities Certificates issued in
      certificated, fully registered form as provided in Section 5.13.

            "Delaware Statutory Trust Act" means Chapter 38 of Title 12 of the
      Delaware Code, 12 Del. Code Section 3801 et seq., as it may be amended
      from time to time.


            "Delaware Corporation" means ______________________, in its separate
      corporate capacity.


            "Delaware Trustee" means the corporation identified as the "Delaware
      Trustee" and has the meaning specified in the preamble to this Trust
      Agreement solely in its capacity as Delaware Trustee of the Trust formed
      and continued hereunder and except as specifically provided to the
      contrary herein, not in its individual capacity, or its successor in
      interest in such capacity, or any successor Delaware Trustee appointed as
      herein provided.

            "Depositor" means D.R. Horton, Inc., in its capacity as "Depositor"
      under this Trust Agreement, its successors and assigns.

            "Distribution Date" has the meaning specified in Section 4.01(a).

            "Distributions" means amounts payable in respect of the Trust
      Securities as provided in Section 4.01.

            "Early Termination Event" has the meaning specified in Section 9.02.

            "Event of Default" means any one of the following events (whatever
      the reason for such Event of Default and whether it shall be voluntary or
      involuntary or be effected by operation of law or pursuant to any
      judgment, decree or order of any court or any order, rule or regulation of
      any administrative or governmental body):

                  (i) the occurrence of a Debenture Indenture Event of Default;
            or

                                       4


                  (ii) default by the Trust in the payment of any Distribution
            when it becomes due and payable, and continuation of such default
            for a period of 30 days; or

                  (iii) default by the Trust in the payment of any Redemption
            Price of any Trust Security when it becomes due and payable; or

                  (iv) default in the performance, or breach, of any covenant or
            warranty of the Trustees in this Trust Agreement (other than a
            covenant or warranty a default in whose performance or breach is
            dealt with in clause (ii) or (iii) above) and continuation of such
            default or breach for a period of 60 days after there has been
            given, by registered or certified mail, to the Trustees by the
            Holders of at least 25% in Liquidation Amount of the Outstanding
            Trust Preferred Securities a written notice specifying such default
            or breach and requiring it to be remedied and stating that such
            notice is a "Notice of Default" hereunder; or

                  (v) the occurrence of a Bankruptcy Event with respect to the
            Trust.

            "Expense Agreement" means the Agreement as to Expenses and
      Liabilities between the Corporation and the Trust, substantially in the
      form attached as Exhibit A, as amended from time to time.

            "Expiration Date" has the meaning specified in Section 9.01.

            "Exchange Act" means the Securities Exchange Act of 1934, as amended
      from time to time, or any successor legislation, with a similar purpose
      and effect.

            "Extension Period" has the meaning specified in Section 4.01(b).

            "Indenture Trustee" means the trustee under the Subordinated
      Debenture Indenture.

            "Investment Company Act" means the Investment Company Act of 1940,
      as amended from time to time, or any successor legislation.

            "Issue Date" means the date of the original issuance and delivery of
      the Trust Securities by the Administrative Trustees.

            "Legal Action" has the meaning specified in Section 2.07(A)(iv).

            "Lien" means any lien, pledge, charge, encumbrance, mortgage, deed
      of trust, adverse ownership interest, hypothecation, assignment, security
      interest or preference, priority or other security agreement or
      preferential arrangement of any kind or nature whatsoever.

            "Like Amount" means (i) Trust Securities having a Liquidation Amount
      equal to the principal amount of Subordinated Debentures to be
      contemporaneously redeemed in accordance with the Subordinated Debenture
      Indenture and the proceeds of which will be

                                       5


      used to pay the Redemption Price of such Trust Securities and (ii)
      Subordinated Debentures having a principal amount equal to the Liquidation
      Amount of the Trust Securities of the Holder to whom such Subordinated
      Debentures are distributed.

            "Liquidation Amount" means the stated amount of [$__] per Trust
      Security.

            "Liquidation Date" means the date on which Subordinated Debentures
      are to be distributed to Holders of Trust Securities in connection with a
      liquidation of the Trust pursuant to Section 9.04.

            "Liquidation Distribution" has the meaning specified in Section
      9.05.

            "Obligations" has the meaning specified in Section 10.01.

            "Officers' Certificate" means a certificate signed by the Chairman
      of the Board, the Chief Executive Officer, the President or a Vice
      President, and by the Chief Financial Officer, the Treasurer, an Assistant
      Treasurer, the Controller, the Secretary or an Assistant Secretary, of the
      Depositor, and delivered to the appropriate Trustee. One of the officers
      signing an Officers' Certificate to be delivered by the Depositor pursuant
      to Section 8.16 shall be the principal executive, financial or accounting
      officer of the Depositor. An Officers' Certificate delivered with respect
      to compliance with a condition or covenant provided for in this Trust
      Agreement shall include:

                  (a) a statement that each officer signing the Officers'
            Certificate has read such covenant or condition and the definitions
            herein relating thereto;

                  (b) a brief statement as to the nature and scope of the
            examination or investigation upon which the statements or opinions
            contained in the Officers' Certificate are based;

                  (c) a statement that, in the opinion of each such officer, he
            has made such examination or investigation as is necessary to enable
            him to express an informed opinion as to whether or not such
            covenant or condition has been complied with; and

                  (d) a statement as to whether, in the opinion of each such
            officer, such condition or covenant has been complied with.

            "OID" means "original issue discount" as that term or any
      substantially similar subsequent term is defined in the Internal Revenue
      Code of 1986, as amended.

            "Opinion of Counsel" means a written opinion of counsel, who may be
      counsel for the Trust, the Trustees or the Depositor and may be an
      employee of the Trust, the Trustees or the Depositor, and who shall be
      reasonably acceptable to the Property Trustee. Any Opinion of Counsel
      pertaining to federal income tax matters may rely on published rulings of
      the Internal Revenue Service.

                                       6


            "Original Trust Agreement" has the meaning specified in the recitals
      to this Trust Agreement.

            "Outstanding", when used with respect to Trust Preferred Securities,
      means, as of the date of determination, all Trust Preferred Securities
      theretofore authenticated and delivered under this Trust Agreement,
      except:

                  (i) Trust Preferred Securities theretofore canceled by the
            Administrative Trustees or delivered to the Administrative Trustees
            for cancellation;

                  (ii) Trust Preferred Securities for whose payment or
            redemption money in the necessary amount has been theretofore
            deposited with the Property Trustee or any Paying Agent for the
            Holders of such Trust Preferred Securities; provided that if such
            Trust Preferred Securities are to be redeemed, notice of such
            redemption has been duly given pursuant to this Trust Agreement or
            provision therefor satisfactory to the Property Trustee has been
            made; and

                  (iii) Trust Preferred Securities in exchange for or in lieu of
            which other Trust Preferred Securities have been authenticated and
            delivered pursuant to this Trust Agreement; provided, however, that
            in determining whether the Holders of the requisite Liquidation
            Amount of the Outstanding Trust Preferred Securities have given any
            request, demand, authorization, direction, notice, consent or waiver
            hereunder, Trust Preferred Securities owned, whether of record or
            beneficially, by the Depositor, the Holder of the Trust Common
            Securities, any Administrative Trustee or any Affiliate of the
            Depositor or any Administrative Trustee shall be disregarded and
            deemed not to be Outstanding, except that (a) in determining whether
            any Trustee shall be protected in relying upon any such request,
            demand, authorization, direction, notice, consent or waiver, only
            Trust Preferred Securities which such Trustee knows to be so owned
            shall be so disregarded and (b) the foregoing shall not apply at any
            time when all of the outstanding Trust Preferred Securities are
            owned by the Depositor, the Holder of the Trust Common Securities,
            one or more Administrative Trustees and/or any such Affiliate. Trust
            Preferred Securities so owned which have been pledged in good faith
            may be regarded as Outstanding if the pledgee establishes to the
            satisfaction of the Administrative Trustees the pledgee's right so
            to act with respect to such Trust Preferred Securities and that the
            pledgee is not the Depositor or any Affiliate of the Depositor.

            "Owner" means each Person who is the beneficial owner of a
      Book-Entry Trust Preferred Securities Certificate as reflected in the
      records of the Clearing Agency or, if a Clearing Agency Participant is not
      the Owner, then as reflected in the records of a Person maintaining an
      account with such Clearing Agency (directly or indirectly, in accordance
      with the rules of such Clearing Agency).

            "Paying Agent" means any paying agent or co-paying agent appointed
      pursuant to Section 5.09 and shall initially be the Property Trustee.

                                       7


            "Payment Account" means a segregated non-interest-bearing corporate
      trust account established pursuant to Section 3.01 and maintained by the
      Property Trustee for the benefit of the Securityholders in which all
      amounts paid in respect of the Subordinated Debentures will be held and
      from which the Property Trustee shall make payments to the Securityholders
      in accordance with Section 4.01.

            "Person" means an individual, corporation, partnership, joint
      venture, trust, estate, limited liability company or corporation,
      unincorporated organization or government or any agency or political
      subdivision thereof.

            "Property Trustee" means the commercial bank or trust company
      identified as the "Property Trustee" in the preamble to this Trust
      Agreement solely in its capacity as Property Trustee of the Trust formed
      and continued hereunder and except as specifically provided to the
      contrary herein not in its individual capacity, or its successor in
      interest in such capacity, or any successor "Property Trustee" as herein
      provided.

            "Redemption Date" means, with respect to any Trust Security to be
      redeemed, the date fixed for such redemption by or pursuant to this Trust
      Agreement; provided that each Debenture Indenture Redemption Date shall be
      a Redemption Date for a Like Amount of Trust Securities.

            "Redemption Price" means, with respect to any date fixed for
      redemption of any Trust Security, the Liquidation Amount of such Trust
      Security, plus accrued and unpaid Distributions to such date.

            "Relevant Trustee" has the meaning specified in Section 8.10.

            "Securities Act" means the Securities Act of 1933, as amended from
      time to time, or any successor legislation with a similar purpose and
      effect.

            "Security Register" and "Security Registrar" are described in
      Section 5.04.

            "Securityholder" or "Holder" means a Person in whose name a Trust
      Security is or Securities are registered in the Security Register; any
      such Person is a beneficial owner within the meaning of the Delaware
      Statutory Trust Act.

            "Subordinated Debentures" means the $_________ aggregate principal
      amount of the Depositor's Series _____ % Subordinated Debentures due
      _____, _____ issued pursuant to the Subordinated Debenture Indenture.

            "Subordinated Debenture Indenture" means the Subordinated Debenture
      Indenture, dated as of ______________, between the Depositor and the
      Indenture Trustee, as supplemented by the Supplemental Indenture.

            "Successor Securities" has the meaning specified in Section 2.10.

            "Supplemental Indenture" means the Indenture, dated as of
      _________________, by and between the Depositor and the Indenture Trustee
      for the purpose of supplementing

                                       8


      the Subordinated Debenture Indenture entered into in connection with the
      Subordinated Debentures.

            "Trust" means the Delaware statutory trust continued hereby and
      identified on the cover page to this Trust Agreement.

            "Trust Agreement" means this Amended and Restated Trust Agreement,
      as the same may be modified, amended or supplemented in accordance with
      the applicable provisions hereof, including all exhibits hereto,
      including, for an purposes of this Amended and Restated Trust Agreement
      and any modification, amendment or supplement, the provisions of the Trust
      Indenture Act that are deemed to be a part of and govern this Amended and
      Restated Trust Agreement and any such modification, amendment or
      supplement, respectively.

            "Trust Common Securities Certificate" means a certificate evidencing
      ownership of a Trust Common Security or Securities, substantially in the
      form attached as Exhibit C.

            "Trust Common Security" means an undivided beneficial ownership
      interest in the assets of the Trust having a Liquidation Amount of $__ and
      having the rights provided therefor in this Trust Agreement, including the
      right to receive Distributions and a Liquidation Distribution as provided
      herein.

            "Trust Company" has the meaning specified in the preamble to this
      Trust Agreement.

            "Trustees" means the Persons identified as "Trustees" in the
      preamble to this Trust Agreement solely in their capacities as Trustees of
      the Trust formed hereunder and except as specifically provided to the
      contrary herein not in their individual capacities, or any successor in
      interest in such capacity, or any successor trustee appointed as herein
      provided.

            "Trust Guarantee" means the Trust Guarantee Agreement executed and
      delivered by the Corporation and American Stock Transfer & Trust Company,
      as Guarantee Trustee, contemporaneously with the execution and delivery of
      this Trust Agreement, for the benefit of the Holders of the Trust
      Preferred Securities, as amended from time to time.

            "Trust Indenture Act" means the Trust Indenture Act of 1939 as in
      force at the date as of which this instrument was executed; provided,
      however, that in the event the Trust Indenture Act of 1939 is amended
      after such date, "Trust Indenture Act" means, to the extent required by
      any such amendment, the Trust Indenture Act of 1939 as so amended.

            "Trust Preferred Securities Certificate" means a certificate
      evidencing ownership of a Trust Preferred Security or Securities,
      substantially in the form attached as Exhibit D.

                                       9


            "Trust Preferred Security" means an undivided beneficial ownership
      interest in the assets of the Trust having a Liquidation Amount of $__ and
      having rights and preferences provided therefor in this Trust Agreement,
      including the right to receive Distributions and a Liquidation
      Distribution as provided herein.

            "Trust Property" means (i) the Subordinated Debentures, (ii) any
      cash on deposit in, or amounts owing to, the Payment Account, and (iii)
      all proceeds and rights in respect of the foregoing and any other property
      and assets for the time being held or deemed to be held by the Property
      Trustee pursuant to this Trust Agreement.

            "Trust Securities Certificate" means any one of the Trust Common
      Securities Certificates or the Trust Preferred Securities Certificates.

            "Trust Security" means any one of the Trust Common Securities or the
      Trust Preferred Securities.

            "Underwriting Agreement" means the Underwriting Agreement, dated as
      of ___________________ among the Trust, the Depositor and the underwriters
      named therein.

                                   ARTICLE II

                           ESTABLISHMENT OF THE TRUST

      SECTION 2.01 NAME. The Trust continued hereby shall be known as "DRH
Capital Trust I" in which name the Trustees may conduct the business of the
Trust, make and execute contracts and other instruments on behalf of the Trust
and sue and be sued. The Administrative Trustees may change the name of the
Trust from time to time following written notice to the Holders.

      SECTION 2.02 OFFICES OF THE TRUSTEES; PRINCIPAL PLACE OF BUSINESS. The
address of the Property Trustee is ____________, ____________, or at such other
address as the Property Trustee may designate by written notice to the
Securityholders and the Depositor. The principal place of business of the
Delaware Trustee is ____________, ____________, or at such other address in
Delaware as the Delaware Trustee may designate by notice to the Depositor. The
address of the Administrative Trustees is c/o D.R., Horton, Inc., 1901 Ascension
Blvd, Suite 100, Arlington, Texas 76006, Attention: Chief Executive Officer. The
principal place of business of the Trust is D.R., Horton, Inc., 1901 Ascension
Blvd, Suite 100, Arlington, Texas 76006. The Depositor may change the principal
place of business of the Trust at any time by giving notice thereof to the
Trustees.

      SECTION 2.03 INITIAL CONTRIBUTION OF TRUST PROPERTY; ORGANIZATIONAL
EXPENSES. The Trustees acknowledge receipt in trust from the Depositor in
connection with the Original Trust Agreement of the sum of $10, which
constituted the initial Trust Property. The Depositor shall pay organizational
expenses of the Trust as they arise or shall, upon request of the Trustees,
promptly reimburse the Trustees for any such expenses paid by the Trustees. The
Depositor shall make no claim upon the Trust Property for the payment of such
expenses.

                                       10


      SECTION 2.04 ISSUANCE OF THE TRUST PREFERRED SECURITIES. Contemporaneously
with the execution and delivery of this Trust Agreement, the Administrative
Trustees, on behalf of the Trust, shall execute and deliver to the underwriters
named in the Underwriting Agreement Trust Preferred Securities Certificates,
registered in the name of the nominee of the initial Clearing Agency, in an
aggregate amount of Trust Preferred Securities having an aggregate Liquidation
Amount of $_________ (the "Trust Preferred Securities") against receipt of the
aggregate purchase price of such Trust Preferred Securities of $__________,
which amount the Administrative Trustees shall promptly deliver to the Property
Trustee.

      SECTION 2.05 SUBSCRIPTION AND PURCHASE OF SUBORDINATED DEBENTURES;
ISSUANCE OF THE TRUST COMMON SECURITIES. Contemporaneously with the execution
and delivery of this Trust Agreement, the Administrative Trustees, on behalf of
the Trust, shall execute and deliver to the Depositor Trust Common Securities
Certificates, registered in the name of the Depositor, in an aggregate amount of
Trust Common Securities having an aggregate Liquidation Amount of $__________
against payment by the Depositor of such amount. Contemporaneously therewith,
the Administrative Trustees, on behalf of the Trust, shall subscribe to and
purchase from the Depositor Subordinated Debentures, registered in the name of
the Property Trustee, on behalf of the Trust and the Holders, and having an
aggregate principal amount equal to $___________ and, in satisfaction of the
purchase price for such Subordinated Debentures, the Property Trustee, on behalf
of the Trust, shall deliver to the Depositor the sum of $___________.

      SECTION 2.06 DECLARATION OF TRUST. The exclusive purposes and functions of
the Trust are (i) to issue and sell the Trust Securities, (ii) to use the
proceeds from such sale to acquire the Subordinated Debentures, and (iii) to
engage in only those other activities necessary, appropriate, convenient or
incidental thereto. The Depositor hereby appoints each of the Trust Company, the
Delaware Trustee, ____________ and ____________, as trustees of the Trust, to
have all the rights, powers and duties to the extent set forth herein. The
Property Trustee hereby declares that it will hold the Trust Property upon and
subject to the conditions set forth herein subject to the conditions set forth
herein for the benefit of the Trust and the Securityholders. The Trustees shall
have all rights, powers and duties set forth herein and in accordance with
applicable law with respect to accomplishing the purposes of the Trust. Except
as may be required under the Delaware Statutory Trust Act, the Delaware Trustee
shall not be entitled to exercise any powers, nor shall the Delaware Trustee
have any of the duties and responsibilities of any other Trustee set forth
herein. The Delaware Trustee shall be one of the Trustees for the sole and
limited purpose of fulfilling the requirements of Section 3807(a) of the
Delaware Statutory Trust Act. The Certificate of Trust of the Trust and all
amendments thereto have been filed with the office of the Secretary of State of
the State of Delaware and such filings are hereby confirmed and ratified.

      SECTION 2.07 AUTHORIZATION TO ENTER INTO CERTAIN TRANSACTIONS. The
Trustees shall conduct the affairs of the Trust in accordance with the terms of
this Trust Agreement. Subject to the limitations set forth in paragraph (C) of
this Section, and in accordance with the following paragraphs (A) and (B), the
Trustees shall have the authority to enter into all transactions and agreements
determined by the Trustees to be appropriate in exercising the authority,
express (in the case of the Property Trustee) or implied, otherwise granted to
the Trustees under this Trust Agreement, and to perform all acts in furtherance
thereof, including without limitation, the following:

                                       11


            (A) As among the Trustees, the Administrative Trustees, acting
      singly or jointly, shall have the exclusive power, duty and authority to
      act on behalf of the Trust with respect to the following matters:

                  (i) to acquire the Subordinated Debentures with the proceeds
            of the sale of the Trust Securities; provided, however, the
            Administrative Trustees shall cause legal title to all of the
            Subordinated Debentures to be vested in, and the Subordinated
            Debentures to be held of record in the name of, the Property Trustee
            for the benefit of the Trust and the Holders of the Trust
            Securities;

                  (ii) to deliver to the Depositor and the Property Trustee
            prompt written notice of the occurrence of any Special Event (as
            defined in the Supplemental Indenture) and to take any ministerial
            actions in connection therewith; provided that the Administrative
            Trustees shall consult with the Depositor and the Property Trustee
            before taking or refraining to take any ministerial action in
            relation to a Special Event;

                  (iii) to establish a record date with respect to all actions
            to be taken hereunder that require a record date be established,
            including for the purposes of Section 316(c) of the Trust Indenture
            Act and with respect to Distributions, voting rights, redemptions,
            and exchanges, and to issue relevant notices to Holders of the Trust
            Securities as to such actions and applicable record dates;

                  (iv) to bring or defend, pay, collect, compromise, arbitrate,
            resort to legal action, or otherwise adjust claims or demands of or
            against the Trust ("Legal Action"), unless pursuant to Section
            2.07(B)(v), the Property Trustee has the power to bring such Legal
            Action;

                  (v) to employ or otherwise engage employees and agents (who
            may be designated as officers with titles) and managers,
            contractors, advisors, and consultants and pay reasonable
            compensation for such services;

                  (vi) to cause the Trust to comply with the Trust's obligations
            under the Trust Indenture Act;

                  (vii) to give the certificate to the Property Trustee required
            by Section 314(a)(4) of the Trust Indenture Act, which certificate
            may be executed by any Administrative Trustee;

                  (viii) to take all actions and perform such duties as may be
            required of the Administrative Trustees pursuant to the terms of
            this Trust Agreement;

                  (ix) to take all action that may be necessary or appropriate
            for the preservation and the continuation of the Trust's valid
            existence, rights, franchises and privileges as a statutory business
            trust under the laws of the State of Delaware and of each other
            jurisdiction in which such existence is necessary to protect the
            limited liability of the Holders of the Trust Securities or to
            enable the Trust to effect the purposes for which the Trust has been
            created;

                                       12


                  (x) to take all action necessary to cause all applicable tax
            returns and tax information reports that are required to be filed
            with respect to the Trust to be duly prepared and filed by the
            Administrative Trustees, on behalf of the Trust;

                  (xi) to issue and sell the Trust Securities;

                  (xii) to cause the Trust to enter into, and to execute,
            deliver and perform on behalf of the Trust, the Expense Agreement
            and such other agreements as may be necessary or desirable in
            connection with the consummation hereof;

                  (xiii) to assist in the registration of the Trust Preferred
            Securities under the Securities Act and under state securities or
            blue sky laws, and the qualification of the Trust Agreement as a
            trust indenture under the Trust Indenture Act;

                  (xiv) to assist in the listing of the Trust Preferred
            Securities upon the New York Stock Exchange or such securities
            exchange or exchanges as may be determined by the Depositor and, if
            required, the registration of the Trust Preferred Securities under
            the Exchange Act, and the preparation and filing of all periodic and
            other reports and other documents pursuant to the foregoing;

                  (xv) to send notices (other than notices of default) and other
            information regarding the Trust Securities and the Subordinated
            Debentures to the Securityholders in accordance with this Trust
            Agreement;

                  (xvi) to appoint a Paying Agent (subject to Section 5.09),
            authenticating agent and Security Registrar in accordance with this
            Trust Agreement;

                  (xvii) to register transfers of the Trust Securities in
            accordance with this Trust Agreement;

                  (xviii) to assist in the winding up of the affairs of and
            termination of the Trust as provided in this Trust Agreement; and

                  (xix) to take any action incidental to the foregoing as the
            Administrative Trustees may from time to time determine is
            necessary, appropriate, convenient or advisable to protect and
            conserve the Trust Property for the benefit of the Securityholders
            (without consideration of the effect of any such action on any
            particular Securityholder).

            (B) As among the Trustees, the Property Trustee shall have the
      exclusive power, duty and authority to act on behalf of the Trust with
      respect to the following matters:

                  (i) engage in such ministerial activities as shall be
            necessary or appropriate to effect promptly the redemption of the
            Trust Securities to the extent the Subordinated Debentures are
            redeemed or mature;

                                       13


                  (ii) upon notice of distribution issued by the Administrative
            Trustees in accordance with the terms of this Trust Agreement,
            engage in such ministerial activities as shall be necessary or
            appropriate to effect promptly the distribution pursuant to the
            terms of this Trust Agreement of Subordinated Debentures to Holders
            of Trust Securities;

                  (iii) subject to the terms hereof, exercise all of the rights,
            powers and privileges of a holder of the Subordinated Debentures
            under the Subordinated Debenture Indenture and, if an Event of
            Default occurs and is continuing, enforce for the benefit of, and
            subject to the rights of, the Holders of the Trust Securities, its
            rights as holder of the Subordinated Debentures under the
            Subordinated Debenture Indenture;

                  (iv) take all actions and perform such duties as may be
            specifically required of the Property Trustee pursuant to the terms
            of this Trust Agreement;

                  (v) take any Legal Action which arises out of or in connection
            with an Event of Default or the Property Trustee's duties and
            obligations under this Trust Agreement, the Delaware Statutory Trust
            Act or the Trust Indenture Act;

                  (vi) the establishment and maintenance of the Payment Account;

                  (vii) the receipt of and holding of legal title to the
            Subordinated Debentures as described herein;

                  (viii) the collection of interest, principal and any other
            payments made in respect of the Subordinated Debentures in the
            Payment Account;

                  (ix) the distribution of amounts received in the Payment
            Account and owed to the Securityholders in respect of the Trust
            Securities;

                  (x) the sending of notices of default and other information
            regarding the Trust Securities and the Subordinated Debentures to
            the Securityholders in accordance with this Trust Agreement;

                  (xi) the distribution of the Trust Property in accordance with
            the terms of this Trust Agreement;

                  (xii) the winding up of the affairs of and termination of the
            Trust as provided in this Trust Agreement, and the preparation,
            execution and filing of the certificate of cancellation with the
            Secretary of State of the State of Delaware; and

                  (xiii) the taking of any action incidental to the foregoing as
            the Property Trustee may from time to time determine is necessary,
            appropriate, convenient or advisable to protect and conserve the
            Trust Property for the benefit of the Securityholders (without
            consideration of the effect of any such action on any particular
            Securityholder).

                                       14


            (C) So long as this Trust Agreement remains in effect, the Trust (or
      the Trustees acting on behalf of the Trust) shall not undertake any
      business, activity or transaction except as expressly provided herein or
      contemplated hereby. In particular, the Trustees acting on behalf of the
      Trust shall not (i) acquire any investments or engage in any activities
      not authorized by this Trust Agreement, (ii) sell, assign, transfer,
      exchange, pledge, set-off or otherwise dispose of any of the Trust
      Property or interests therein, including to Securityholders, except as
      expressly provided herein, (iii) take any action that would cause the
      Trust to fail or cease to qualify as a grantor trust for United States
      federal income tax purposes, (iv) incur any indebtedness for borrowed
      money, (v) take or consent to any action that would result in the
      placement of a Lien on any of the Trust Property, (vi) issue any
      securities other than the Trust Securities, or (vii) have any power to, or
      agree to any action by the Depositor that would, vary the investment
      (within the meaning of Treasury Regulation Section 301.7701-4(c)) of the
      Trust or of the Securityholders. The Trustees shall defend all claims and
      demands of all Persons at any time claiming any Lien on any of the Trust
      Property adverse to the interest of the Trust or the Securityholders in
      their capacity as Securityholders.

            (D) In connection with the issue and sale of the Trust Preferred
      Securities, the Depositor shall have the right and responsibility to
      assist the Trust with respect to, or effect on behalf of the Trust, the
      following (and any actions taken by the Depositor in furtherance of the
      following prior to the date of this Trust Agreement are hereby ratified
      and confirmed in all respects):

                  (i) to prepare for filing by the Trust with the Commission a
            registration statement on Form S-3 under the Securities Act
            (including a registration statement for delayed offerings by the
            Depositor, the Trust and other registrants in accordance with Rule
            415 under the Securities Act) in relation to the Trust Preferred
            Securities, including any amendments thereto and prospectus
            supplements in respect thereof;

                  (ii) to determine the states in which to take appropriate
            action to qualify or register for sale all or part of the Trust
            Preferred Securities and to do any and all such acts, other than
            actions which must be taken by or on behalf of the Trust, and advise
            the Trustees of actions they must take on behalf of the Trust, and
            prepare for execution and filing any documents to be executed and
            filed by the Trust or on behalf of the Trust, as the Depositor deems
            necessary or advisable in order to comply with the applicable laws
            of any such states;

                  (iii) to prepare for filing by the Trust an application to any
            other national stock exchange or the New York Stock Exchange for
            listing upon notice of issuance of any Trust Preferred Securities;

                  (iv) to prepare for filing by the Trust with the Commission a
            registration statement on Form 8-A relating to the registration of
            the Trust Preferred Securities under Section 12(b) or 12(g) of the
            Exchange Act, including any amendments thereto;

                                       15


                  (v) to negotiate the terms of the Underwriting Agreement
            providing for the sale of the Trust Preferred Securities and to
            execute, deliver and perform the Underwriting Agreement on behalf of
            the Trust;

                  (vi) to negotiate the terms of an agreement with the
            Depository Trust Company relating to the Trust Preferred Securities
            and to execute, deliver and perform the agreement on behalf of the
            Trust; and

                  (vii) any other actions necessary, incidental, appropriate or
            convenient to carry out any of the foregoing activities.

            (E) Notwithstanding anything herein to the contrary, the
      Administrative Trustees are authorized and directed to conduct the affairs
      of the Trust and to operate the Trust so that the Trust will not be deemed
      to be an "investment company" required to be registered under the
      Investment Company Act, or taxed as other than a grantor trust for United
      States federal income tax purposes and so that the Subordinated Debentures
      will be treated as indebtedness of the Depositor for United States federal
      income tax purposes. In this connection, the Depositor and the
      Administrative Trustees are authorized to take any action, not
      inconsistent with applicable law, the Certificate of Trust or this Trust
      Agreement, that each of the Depositor and the Administrative Trustees
      determines in its discretion to be necessary or desirable for such
      purposes, as long as such action does not materially and adversely affect
      the interests of the Holders of the Trust Preferred Securities.

      SECTION 2.08 ASSETS OF TRUST. The assets of the Trust shall consist of the
Trust Property.

      SECTION 2.09 TITLE TO TRUST PROPERTY. Legal title to all Trust Property
shall be vested at all times in the Property Trustee (in its capacity as such)
and shall be held and administered by the Property Trustee for the benefit of
the Securityholders and the Trust in accordance with this Trust Agreement. The
right, title and interest of the Property Trustee to the Subordinated Debentures
shall vest automatically in each Person who may thereafter be appointed as
Property Trustee in accordance with the terms hereof. Such vesting and cessation
of title shall be effective whether or not conveyancing documents have been
executed and delivered.

      SECTION 2.10 MERGERS AND CONSOLIDATIONS OF THE TRUST. The Trust shall not
consolidate, merge with or into, or be replaced by, or convey, transfer or lease
its properties and assets substantially as an entirety to any corporation or
other entity, except as described below. The Trust may at the request of the
Corporation, with the consent of the Administrative Trustees and, unless an
Event of Default shall have occurred and be continuing, without the consent of
the Holders, the Property Trustee or the Delaware Trustee, consolidate, merge
with or into, or be replaced by a trust organized as such under the laws of any
state; provided that (i) such successor entity either (x) expressly assumes all
of the obligations of the Trust with respect to the Trust Securities or (y)
substitutes for the Trust Securities other securities having substantially the
same terms as the Trust Securities (herein referred to as the "Successor
Securities") so long as the Successor Securities rank the same as the Trust
Securities rank in priority with respect to Distributions and payments upon
liquidation, redemption and otherwise, (ii) the Corporation expressly appoints a
trustee of such successor entity possessing substantially the same powers

                                       16


and duties as the Property Trustee as the holder of legal title to the
Subordinated Debentures, (iii) the Trust Preferred Securities or any Successor
Securities are listed, or any Successor Securities will be listed upon
notification of issuance, on any national securities exchange or other
organization on which the Trust Preferred Securities are then listed, (iv) such
merger, consolidation or replacement does not cause the Trust Preferred
Securities (including any Successor Securities) to be downgraded by any
nationally recognized statistical rating organization, (v) such consolidation,
merger or replacement does not adversely affect the rights, preferences and
privileges of the Holders of the Trust Securities (including any Successor
Securities) in any material respect, (vi) such successor entity has a purpose
substantially identical to that of the Trust, (vii) prior to such consolidation,
merger or replacement, the Corporation and the Property Trustee have received an
Opinion of Counsel experienced in such matters to the effect that (A) such
consolidation, merger or replacement does not adversely affect the rights,
preferences and privileges of the Holders of the Trust Securities (including any
Successor Securities) in any material respect, and (B) following such
consolidation, merger or replacement, neither the Trust nor such successor
entity will be required to register as an investment company under the
Investment Company Act, and (viii) the Corporation owns all of the common
securities of such successor entity and guarantees the obligations of such
successor entity under the Successor Securities at least to the extent provided
by the Trust Guarantee. Notwithstanding the foregoing, the Trust shall not,
except with the consent of Holders of 100% in Liquidation Amount of the Trust
Securities, consolidate, merge with or into, or be replaced by any other entity
or permit any other entity to consolidate, merge with or into, or replace it if
such consolidation, merger or replacement would cause the Trust or the successor
entity to be classified as other than a grantor trust for United States federal
income tax purposes.

                                   ARTICLE III

                                 PAYMENT ACCOUNT

      SECTION 3.01 PAYMENT ACCOUNT.

            (a) On or prior to the Issue Date, the Property Trustee shall
      establish the Payment Account. The Property Trustee and an agent of the
      Property Trustee shall have exclusive control and sole right of withdrawal
      with respect to the Payment Account for the purpose of making deposits in
      and withdrawals from the Payment Account in accordance with this Trust
      Agreement. All monies and other property deposited or held from time to
      time in the Payment Account shall be held by the Property Trustee in the
      Payment Account for the exclusive benefit of the Securityholders and for
      distribution as herein provided, including (and subject to) any priority
      of payments provided for herein.

            (b) The Property Trustee shall deposit in the Payment Account,
      promptly upon receipt, all payments of principal or interest on, and any
      other payments or proceeds with respect to, the Subordinated Debentures.
      Amounts held in the Payment Account shall not be invested by the Property
      Trustee pending distribution thereof.

                                       17


                                   ARTICLE IV

                            DISTRIBUTIONS; REDEMPTION

      SECTION 4.01 DISTRIBUTIONS.

            (a) Distributions on the Trust Securities shall be cumulative and
      accrue from the Issue Date and, except in the event that the Depositor
      exercises its right to extend the interest payment period for the
      Subordinated Debentures pursuant to Section __ of the Supplemental
      Indenture, shall be payable quarterly in arrears on ________, ________,
      ________ and ________ of each year, commencing on __________, ____. If any
      date on which Distributions are otherwise payable on the Trust Securities
      is not a Business Day, then the payment of such Distribution shall be made
      on the next succeeding day which is a Business Day (and without any
      interest or other payment in respect of any such delay) except that, if
      such Business Day is in the next succeeding calendar year, payment of such
      Distribution shall be made on the immediately preceding Business Day, in
      each case, with the same force and effect as if made on such date (each
      such date, a "Distribution Date").

            (b) Distributions payable on the Trust Securities shall be fixed at
      a rate of _____% per annum of the Liquidation Amount of the Trust
      Securities. The amount of Distributions payable for any full quarterly
      period shall be computed on the basis of twelve 30-day months and a
      360-day year. If the interest payment period for the Subordinated
      Debentures is extended pursuant to Section __ of the Supplemental
      Indenture (an "Extension Period"), then the rate per annum at which
      Distributions on the Trust Securities accumulate shall be increased by an
      amount such that the aggregate amount of Distributions that accumulate on
      all Trust Securities during any such Extension Period is equal to the
      aggregate amount of interest (including interest payable on unpaid
      interest at the percentage rate per annum set forth above, compounded
      quarterly, to the extent permitted by applicable law) that accrues during
      any such Extension Period on the Subordinated Debentures. The payment of
      such deferred interest, together with interest thereon, will be
      distributed, if and to the extent funds are legally available therefor, to
      the Holders of the Trust Securities (as they appear on the books and
      records of the Trust on the Record Date next following the termination of
      such Extension Period) as received at the end of any Extension Period. The
      amount of Distributions payable for any period shall include the
      Additional Amounts, if any.

            (c) Distributions on the Trust Securities shall be made and shall be
      deemed payable on each Distribution Date only to the extent that the Trust
      has legally and immediately available funds in the Payment Account for the
      payment of such Distributions.

            (d) Distributions (including Additional Amounts, if any) on the
      Trust Securities on each Distribution Date shall be payable to the Holders
      thereof as they appear on the Security Register for the Trust Securities
      on the relevant record date, which shall be the close of business on the
      fifteenth calendar day prior to the relevant Distribution Date. Each Trust
      Security, upon registration of transfer of or in exchange for

                                       18


      or in lieu of any other Trust Security, shall carry the rights of
      Distributions accrued (including Additional Amounts, if any) and unpaid,
      and to accrue (including Additional Amounts, if any), which were carried
      by such other Trust Security.

      SECTION 4.02 REDEMPTION.

            (a) On each Redemption Date with respect to the Subordinated
      Debentures, the Trust will be required to redeem a Like Amount of Trust
      Securities at the Redemption Price.

            (b) Notice of redemption shall be given by the Property Trustee by
      first-class mail, postage prepaid, mailed not less than 30 nor more than
      60 days prior to the Redemption Date to each Holder of Trust Securities to
      be redeemed, at such Holder's address appearing in the Security Register.
      Any notices of redemption shall state:

                  (i) the Redemption Date;

                  (ii) the Redemption Price;

                  (iii) the CUSIP number;

                  (iv) if less than all the Outstanding Trust Securities are to
            be redeemed, the total Liquidation Amount of the Trust Securities to
            be redeemed; and

                  (v) that on the Redemption Date the Redemption Price will
            become due and payable upon each such Trust Security to be redeemed
            and the Distributions thereon will cease to accrue on and after such
            date.

            (c) The Trust Securities redeemed on each Redemption Date shall be
      redeemed at the Redemption Price with the proceeds from the
      contemporaneous redemption of Subordinated Debentures. Redemptions of the
      Trust Securities shall be made and the Redemption Price shall be deemed
      payable on each Redemption Date only to the extent that the Trust has
      funds legally and immediately available in the Payment Account for the
      payment of such Redemption Price.

            (d) If the Property Trustee gives a notice of redemption in respect
      of any Trust Preferred Securities which notice when given shall become
      irrevocable, then, by 2:00 P.M. New York City time, on the Redemption
      Date, subject to Section 4.02(c), the Property Trustee will, so long as
      the Trust Preferred Securities are in book-entry only form, irrevocably
      deposit with the Clearing Agency for the Trust Preferred Securities funds
      sufficient to pay the applicable Redemption Price. If the Trust Preferred
      Securities are not in book-entry only form, the Property Trustee, subject
      to Section 4.02(c), shall irrevocably deposit with the Paying Agent funds
      sufficient to pay the applicable Redemption Price and will give the Paying
      Agent irrevocable instructions to pay the Redemption Price to the Holders
      thereof upon surrender of their Trust Preferred Securities Certificates.
      Notwithstanding the foregoing, Distributions payable on or prior to the
      Redemption Date for any Trust Securities called for redemption shall be
      payable to the Holders of such Trust Securities as they appear on the
      Security Register for the Trust

                                       19


      Securities on the relevant record dates for the related Distribution
      Dates. If notice of redemption shall have been given and funds deposited
      as required, then immediately prior to the close of business on the date
      of such deposit, all rights of Securityholders holding Trust Securities so
      called for redemption will cease, except the right of such Securityholders
      to receive the Redemption Price, but without interest, and such Securities
      will cease to be outstanding. In the event that any date on which any
      Redemption Price is payable is not a Business Day, then payment of the
      Redemption Price payable on such date shall be made on the next succeeding
      day which is a Business Day (and without any interest or other payment in
      respect of any such delay) except that, if such Business Day is in the
      next succeeding calendar year, payment of such Redemption Price shall be
      made on the immediately preceding Business, Day, in each case, with the
      same force and effect as if made on such date. In the event that payment
      of the Redemption Price in respect of Trust Securities is improperly
      withheld or refused and not paid either by the Trust or by the Depositor
      pursuant to the Trust Guarantee, Distributions on such Trust Securities
      will continue to accrue at the then applicable rate, from such Redemption
      Date originally established by the Trust for such Trust Preferred
      Securities to the date such Redemption Price is actually paid.

            (e) Payment of the Redemption Price on the Trust Securities shall be
      made to the recordholders thereof as they appear on the Security Register
      for the Trust Securities on the relevant record date, which shall be the
      close of business on the fifteenth calendar day prior to the Redemption
      Date.

            (f) If less than all the Outstanding Trust Securities are to be
      redeemed on a Redemption Date, then the aggregate Liquidation Amount of
      Trust Securities to be redeemed shall be allocated 3% to the Trust Common
      Securities and 97% to the Trust Preferred Securities, with such
      adjustments that each amount so allocated shall be divisible by $__. The
      particular Trust Preferred Securities to be redeemed shall be selected not
      more than 60 days prior to the Redemption Date by the Property Trustee
      from the Outstanding Trust Preferred Securities not previously called for
      redemption, by such method as the Property Trustee shall deem fair and
      appropriate and which may provide for the selection for redemption of
      portions (equal to $__ or integral multiples thereof of the Liquidation
      Amount of Trust Preferred Securities of a denomination larger than $__);
      provided, however, that before undertaking redemption of the Trust
      Preferred Securities on other than a pro rata basis, the Property Trustee
      shall have received an Opinion of Counsel that the status of the Trust as
      a grantor trust for United States federal income tax purposes would not be
      adversely affected. The Property Trustee shall promptly notify the
      Security Registrar in writing of the Trust Preferred Securities selected
      for redemption and, in the case of any Trust Preferred Securities selected
      for partial redemption, the Liquidation Amount thereof to be redeemed. For
      all purposes of this Trust Agreement, unless the context otherwise
      requires, all provisions relating to the redemption of Trust Preferred
      Securities shall relate, in the case of any Trust Preferred Securities
      redeemed or to be redeemed only in part, to the portion of the Liquidation
      Amount of Trust Preferred Securities which has been or is to be redeemed.

            (g) Subject to the foregoing provisions of this Section 4.02 and to
      applicable law (including, without limitation, United States federal
      securities laws), the Corporation

                                       20


      or its Affiliates may, at any time and from time to time, purchase
      outstanding Trust Preferred Securities by tender, in the open market or by
      private agreement.

      SECTION 4.03 SUBORDINATION OF TRUST COMMON SECURITIES.

            (a) Payment of Distributions (including Additional Amounts, if
      applicable) on, and the Redemption Price of, the Trust Securities, as
      applicable, shall be made pro rata based on the respective Liquidation
      Amounts of the applicable Trust Securities; provided, however, that if on
      any Distribution Date or Redemption Date a Debenture Indenture Event of
      Default shall have occurred and be continuing, no payment of any
      Distribution (including Additional Amounts, if applicable) on, or
      Redemption Price of, any Trust Common Security, and no other payment on
      account of the redemption, liquidation or other acquisition of Trust
      Common Securities, shall be made unless payment in full in cash of all
      accumulated and unpaid Distributions (including Additional Amounts, if
      applicable) on all Outstanding Trust Preferred Securities for all
      distribution periods terminating on or prior thereto, or in the case of
      payment of the Redemption Price the full amount of such Redemption Price
      on all Outstanding Trust Preferred Securities, shall have been made or
      provided for, and in funds immediately available to the Property Trustee
      shall first be applied to the payment in full in cash of all Distributions
      (including Additional Amounts, if applicable) on, or the Redemption Price
      of, Trust Preferred Securities then due and payable.

            (b) In the case of the occurrence of any Debenture Indenture Event
      of Default, the Holder of Trust Common Securities will be deemed to have
      waived any such Event of Default under this Trust Agreement until the
      effect of all such Events of Default with respect to the Trust Preferred
      Securities have been cured, waived or otherwise eliminated. Until any such
      Events of Default under this Trust Agreement with respect to the Trust
      Preferred Securities have been so cured, waived or otherwise eliminated,
      the Property Trustee shall act solely on behalf of the Holders of the
      Trust Preferred Securities and not the Holder of the Trust Common
      Securities, and only the Holders of the Trust Preferred Securities will
      have the right to direct the Property Trustee to act on their behalf.

      SECTION 4.04 PAYMENT PROCEDURES. Payments in respect of the Trust
Preferred Securities shall be made by check mailed to the address of the Person
entitled thereto as such address shall appear on the Security Register or, if
the Trust Preferred Securities are held by a Clearing Agency, such Distributions
shall be made to the Clearing Agency, which shall credit the relevant Persons'
accounts at such Clearing Agency on the applicable distribution dates. Payments
in respect of the Trust Common Securities shall be made in such manner as shall
be mutually agreed between the Property Trustee and the Holder of the Trust
Common Securities.

      SECTION 4.05 TAX RETURNS AND REPORTS. The Administrative Trustee(s) shall
prepare (or cause to be prepared), at the Depositor's expense, and file all
United States federal, state and local tax and information returns and reports
required to be filed by or in respect of the Trust. The Administrative
Trustee(s) shall provide or cause to be provided on a timely basis to each
Holder any Internal Revenue Service form required to be so provided in respect
of the Trust Securities.

                                       21


                                    ARTICLE V

                          TRUST SECURITIES CERTIFICATES

      SECTION 5.01 INITIAL OWNERSHIP. Upon the formation of the Trust by the
contribution by the Depositor pursuant to Section 2.03 and until the issuance of
the Trust Securities, and at any time during which no Trust Securities are
outstanding, the Depositor shall be the sole beneficial owner of the Trust.

      SECTION 5.02 THE TRUST SECURITIES CERTIFICATES. Each of the Trust
Preferred and Trust Common Securities Certificates shall be issued by the
Administrative Trustees in minimum denominations of $__ and integral multiples
in excess thereof. The Trust Securities Certificates shall be executed on behalf
of the Trust by manual or facsimile signature of at least one Administrative
Trustee. Trust Securities Certificates bearing the manual or facsimile
signatures of individuals who were, at the time when such signatures shall have
been affixed, authorized to sign on behalf of the Trust, shall be validly issued
and entitled to the benefits of this Trust Agreement, notwithstanding that such
individuals or any of them shall have ceased to be so authorized prior to the
authentication and delivery of such Trust Securities Certificates or did not
hold such offices at the date of authentication and delivery of such Trust
Securities Certificates. A transferee of a Trust Securities Certificate shall
become a Securityholder, and shall be entitled to the rights and subject to the
obligations of a Securityholder hereunder, upon due registration of such Trust
Securities Certificate in such transferee's name pursuant to Section 5.04.

      SECTION 5.03 AUTHENTICATION OF TRUST SECURITIES CERTIFICATES. On the Issue
Date, the Administrative Trustees shall cause Trust Securities Certificates, in
an aggregate Liquidation Amount as provided in Sections 2.04 and 2.05, to be
executed on behalf of the Trust, authenticated and delivered to or upon the
written order of the Depositor signed by its Chairman of the Board, its
President or any Vice President, without further corporate action by the
Depositor, in authorized denominations. No Trust Securities Certificate shall
entitle its Holder to any benefit under this Trust Agreement, or shall be valid
for any purpose, unless there shall appear on such Trust Securities Certificate
a certificate of authentication substantially in the form set forth in Exhibit B
or Exhibit C, as applicable, executed by at least one Administrative Trustee by
manual signature; such authentication shall constitute conclusive evidence that
such Trust Securities Certificate shall have been duly authenticated and
delivered hereunder. All Trust Securities Certificates shall be dated the date
of their authentication.

      SECTION 5.04 REGISTRATION OF TRANSFER AND EXCHANGE OF TRUST PREFERRED
SECURITIES CERTIFICATES. The Security Registrar shall keep or cause to be kept,
at the office or agency maintained pursuant to Section 5.08, a Security Register
in which, subject to such reasonable regulations as it may prescribe, the
Security Registrar shall provide for the registration of Trust Preferred
Securities Certificates and the Trust Common Securities Certificates (subject to
Section 5.10 in the case of the Trust Common Securities Certificates) and
registration of transfers and exchanges of Trust Preferred Securities
Certificates as herein provided. The Property Trustee shall be the initial
Security Registrar.

      Upon surrender for registration of transfer of any Trust Preferred
Securities Certificate at the office or agency maintained pursuant to Section
5.08, the Administrative Trustees shall

                                       22


execute, authenticate and deliver in the name of the designated transferee or
transferees, one or more new Trust Preferred Securities Certificates in
authorized denominations of a like aggregate Liquidation Amount dated the date
of authentication by the Administrative Trustee or Trustees. The Security
Registrar shall not be required to register the transfer of any Trust Preferred
Securities that have been called for redemption. At the option of a Holder,
Trust Preferred Securities Certificates may be exchanged for other Trust
Preferred Securities Certificates in authorized denominations of the same class
and of a like aggregate Liquidation Amount upon surrender of the Trust Preferred
Securities Certificates to be exchanged at the office or agency maintained
pursuant to Section 5.08.

      Every Trust Preferred Securities Certificate presented or surrendered for
registration of transfer or exchange shall be accompanied by a written
instrument of transfer in form satisfactory to the Administrative Trustees and
the Security Registrar duly executed by the Holder or such Holder's attorney
duly authorized in writing. Each Trust Preferred Securities Certificate
surrendered for registration of transfer or exchange shall be canceled and
subsequently disposed of by the Security Registrar in accordance with its
customary practice.

      No service charge shall be made for any registration of transfer or
exchange of Trust Preferred Securities Certificates, but the Security Registrar
or the Administrative Trustees may require payment of a sum sufficient to cover
any tax or governmental charge that may be imposed in connection with any
transfer or exchange of Trust Preferred Securities Certificates.

      SECTION 5.05 MUTILATED, DESTROYED, LOST OR STOLEN TRUST SECURITIES
CERTIFICATES. If (a) any mutilated Trust Securities Certificate shall be
surrendered to the Security Registrar, or if the Security Registrar shall
receive evidence to its satisfaction of the destruction, loss or theft of any
Trust Securities Certificate and (b) there shall be delivered to the Security
Registrar and the Administrative Trustees such security or indemnity as may be
required by them to save each of them harmless, then in the absence of notice
that such Trust Securities Certificate shall have been acquired by a bona fide
purchaser, the Administrative Trustees or any one of them on behalf of the Trust
shall execute and authenticate and make available for delivery, in exchange for
or in lieu of any such mutilated, destroyed, lost or stolen Trust Securities
Certificate, a new Trust Securities Certificate of like class, tenor and
denomination. In connection with the issuance of any new Trust Securities
Certificate under this Section, the Administrative Trustees or the Security
Registrar may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith. Any duplicate
Trust Securities Certificate issued pursuant to this Section shall constitute
conclusive evidence of an ownership interest in the Trust, as if originally
issued, whether or not the lost, stolen or destroyed Trust Securities
Certificate shall be found at any time.

      SECTION 5.06 PERSONS DEEMED SECURITYHOLDERS. Prior to due presentation of
a Trust Securities Certificate for registration of transfer, the Trustees or the
Security Registrar shall treat the Person in whose name any Trust Securities
Certificate shall be registered in the Security Register as the owner of such
Trust Securities Certificate for the purpose of receiving Distributions (subject
to Section 4.01(d)) and for all other purposes whatsoever, and neither the
Trustees nor the Security Registrar shall be bound by any notice to the
contrary.

                                       23


      SECTION 5.07 ACCESS TO LIST OF SECURITYHOLDERS' NAMES AND ADDRESSES. The
Administrative Trustees shall furnish or cause to be furnished to (i) the
Depositor and the Property Trustee semi-annually, not later than _______ and
_______ in each year and (ii) the Depositor or the Property Trustee, as the case
may be, within 30 days after receipt by any Administrative Trustee of a request
therefor from the Depositor or the Property Trustee, as the case may be, in
writing, a list, in such form as the Depositor or the Property Trustee, as the
case may be, may reasonably require, of the names and addresses of the
Securityholders as of a date not more than 15 days prior to the time such list
is furnished; provided that the Administrative Trustees shall not be obligated
to provide such list at any time such list does not differ from the most recent
list given to the Depositor and the Property Trustee by the Administrative
Trustees or at any time the Property Trustee is the Security Registrar. If three
or more Securityholders or one or more Holders of Trust Securities Certificates
evidencing not less than 25% of the outstanding Liquidation Amount apply in
writing to the Administrative Trustees, and such application states that the
applicants desire to communicate with other Securityholders with respect to
their rights under this Trust Agreement or under the Trust Securities
Certificates and such application is accompanied by a copy of the communication
that such applicants propose to transmit, then the Administrative Trustees
shall, within five Business Days after the receipt of such application, afford
such applicants access during normal business hours to the current list of
Securityholders. Each Holder, by receiving and holding a Trust Securities
Certificate, shall be deemed to have agreed not to hold either the Depositor or
the Administrative Trustees accountable by reason of the disclosure of its name
and address, regardless of the source from which such information was derived.

      SECTION 5.08 MAINTENANCE OF OFFICE OR AGENCY. The Administrative Trustees
shall maintain in the Borough of Manhattan, New York, an office or offices or
agency or agencies where Trust Preferred Securities Certificates may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Trustees in respect of the Trust Securities Certificates
may be served. The Administrative Trustees initially designate ____________,
____________, as the principal agency for such purposes. The Administrative
Trustees shall give prompt written notice to the Depositor and to the
Securityholders of any change in the location of the Security Register or any
such office or agency.

      SECTION 5.09 APPOINTMENT OF PAYING AGENT. The Paying Agent shall make
Distributions and other payments provided hereby to Securityholders from the
Payment Account and shall report the amounts of such Distributions and payments
to the Administrative Trustees and if such Paying Agent shall be other than the
Property Trustee to the Property Trustee. Any Paying Agent shall have the
revocable power to withdraw funds from the Payment Account for the purpose of
making the Distributions and payments provided hereby. The Administrative
Trustees may revoke such power and remove the Paying Agent if such Trustees
determine in their sole discretion that the Paying Agent shall have failed to
perform its obligations under this Trust Agreement in any material respect. The
Paying Agent shall initially be the Property Trustee, and it may choose any
co-paying agent that is acceptable to the Administrative Trustees and the
Depositor. Any Person acting as Paying Agent shall be permitted to resign as
Paying Agent upon 30 days' written notice to the Administrative Trustees and the
Depositor. In the event that a Paying Agent shall resign or be removed, the
Administrative Trustees shall appoint a successor that is acceptable to the
Depositor to act as Paying Agent (which shall be a bank or

                                       24


trust company). The Administrative Trustees shall cause such successor Paying
Agent or any additional Paying Agent appointed by the Administrative Trustees to
execute and deliver to the Trustees an instrument in which such successor Paying
Agent or additional Paying Agent shall agree with the Trustees that as Paying
Agent, such successor Paying Agent or additional Paying Agent will hold all
sums, if any, held by it for payment to the Securityholders in trust for the
benefit of the Securityholders entitled thereto until such sums shall be paid to
such Securityholders. The Paying Agent shall return all unclaimed funds to the
Property Trustee and upon removal of a Paying Agent such Paying Agent shall also
return all funds in its possession to the Property Trustee. The provisions of
Sections 8.01, 8.03 and 8.06 shall apply to the Property Trustee also in its
role as Paying Agent, for so long as the Property Trustee shall act as Paying
Agent and, to the extent applicable, to any other paying agent appointed
hereunder. Any reference in this Agreement to the Paying Agent shall include any
co-paying agent unless the context requires otherwise.

      SECTION 5.10 OWNERSHIP OF TRUST COMMON SECURITIES BY DEPOSITOR. On the
Issue Date, the Depositor shall acquire, and thereafter retain, beneficial and
record ownership of the Trust Common Securities. Any attempted transfer of the
Trust Common Securities, except for transfers by operation of law or to an
Affiliate of the Depositor or a permitted successor under Section 801 of the
Subordinated Debenture Indenture, shall be void. The Administrative Trustees
shall cause each Trust Common Securities Certificate issued to the Depositor and
its permitted transferees to contain a legend stating "THIS CERTIFICATE IS NOT
TRANSFERABLE EXCEPT AS PROVIDED IN THE TRUST AGREEMENT REFERRED TO HEREIN".

      SECTION 5.11 BOOK-ENTRY TRUST PREFERRED SECURITIES CERTIFICATES; TRUST
COMMON SECURITIES CERTIFICATE.

            (a) The Trust Preferred Securities Certificates, upon original
      issuance, will be issued in the form of a typewritten Trust Preferred
      Securities Certificate or Certificates representing Book-Entry Trust
      Preferred Securities Certificates, to be delivered to The Depository Trust
      Company, the initial Clearing Agency, by, or on behalf of, the Trust. Such
      Trust Preferred Securities Certificate or Certificates shall initially be
      registered on the Security Register in the name of Cede & Co., the nominee
      of the initial Clearing Agency, and no Owner will receive a definitive
      Trust Preferred Securities Certificate representing such beneficial
      owner's interest in such Trust Preferred Securities, except as provided in
      Section 5.13. Unless and until Definitive Trust Preferred Securities
      Certificates have been issued to Owners pursuant to Section 5.13:

                  (i) the provisions of this Section 5.11(a) shall be in full
            force and effect;

                  (ii) the Security Registrar and the Trustees shall be entitled
            to deal with the Clearing Agency for all purposes of this Trust
            Agreement relating to the Book-Entry Trust Preferred Securities
            Certificates (including the payment of Distributions and the
            Redemption Price with respect to the Book-Entry Trust Preferred
            Securities and the giving of instructions or directions to Owners of
            Book-Entry Trust Preferred Securities) as the sole Holder of
            Book-Entry Trust Preferred Securities and shall have no obligations
            to the Owners thereof;

                                       25


                  (iii) to the extent that the provisions of this Section
            conflict with any other provisions of this Trust Agreement, the
            provisions of this Section shall control;

                  (iv) the rights of the Owners of the Book-Entry Trust
            Preferred Securities Certificates shall be exercised only through
            the Clearing Agency and shall be limited to those established by
            law, agreements between such Owners and the Clearing Agency and/or
            the Clearing Agency Participants and the applicable rules of the
            Clearing Agency. Unless and until Definitive Trust Preferred
            Securities Certificates are issued pursuant to Section 5.13, the
            Clearing Agency will make book-entry transfers among the Clearing
            Agency Participants and receive and transmit payments on the Trust
            Preferred Securities to such Clearing Agency Participants; and

                  (v) whenever this Trust Agreement requires or permits actions
            to be taken based upon instructions or directions of Holders of
            Trust Preferred Securities Certificates evidencing a specified
            percentage of the aggregate Liquidation Amount, the Clearing Agency
            shall be deemed to represent such percentage only to the extent that
            it has received instructions to such effect from Owners and/or
            Clearing Agency Participants owning or representing, respectively,
            such required percentage of the beneficial interest in the
            applicable class of Trust Preferred Securities Certificates and has
            delivered such instructions to the Trustees.

            (b) A single Trust Common Securities Certificate representing the
      Trust Common Securities shall be issued to the Depositor in the form of a
      definitive Trust Common Securities Certificate.

      SECTION 5.12 NOTICES TO CLEARING AGENCY. To the extent a notice or other
communication to the Owners is required under this Trust Agreement, unless and
until Definitive Trust Preferred Securities Certificates shall have been issued
to Owners pursuant to Section 5.13, the Trustees shall give all such notices and
communications specified herein to be given to Owners to the Clearing Agency,
and shall have no obligations to the Owners.

      SECTION 5.13 DEFINITIVE TRUST PREFERRED SECURITIES CERTIFICATES. If (i)
the Depositor advises the Trustees in writing that the Clearing Agency is no
longer willing or able to properly discharge its responsibilities with respect
to the Trust Preferred Securities Certificates, and the Depositor is unable to
locate a qualified successor within 90 days of receipt by the Depositor of such
written advice, or (ii) the Depositor at its option advises the Trustees in
writing that it elects to terminate the book-entry system through the Clearing
Agency, then the Administrative Trustees shall notify the Clearing Agency and
Holders of the Trust Preferred Securities. Upon surrender to the Administrative
Trustees of the typewritten Trust Preferred Securities Certificate or
Certificates representing the Book-Entry Trust Preferred Securities Certificates
by the Clearing Agency, accompanied by registration instructions, the
Administrative Trustees or any one of them shall execute and authenticate the
Definitive Trust Preferred Securities Certificates in accordance with the
instructions of the Clearing Agency. Neither the Security Registrar nor the
Trustees shall be liable for any delay in delivery of such instructions and may
conclusively

                                       26


rely on, and shall be protected in relying on, such instructions. Upon the
issuance of Definitive Trust Preferred Securities Certificates, the Trustees
shall recognize the Holders of the Definitive Trust Preferred Securities
Certificates as Securityholders. The Definitive Trust Preferred Securities
Certificates shall be printed, lithographed or engraved or may be produced in
any other manner as is reasonably acceptable to the Administrative Trustees, as
evidenced by the execution thereof by the Administrative Trustees or any one of
them.

      SECTION 5.14 RIGHTS OF SECURITYHOLDERS. The legal title to the Trust
Property is vested exclusively in the Property Trustee (in its capacity as such)
in accordance with Section 2.09, and the Securityholders shall not have any
right or title therein other than the undivided beneficial ownership interest in
the assets of the Trust conferred by their Trust Securities, and they shall have
no right to call for any partition or division of property, profits or rights of
the Trust except as described below. The Trust Securities shall be personal
property giving only the rights specifically set forth therein and in this Trust
Agreement. The Trust Securities shall have no preemptive or other similar rights
and when issued and delivered to Securityholders against payment of the purchase
price therefor will be fully paid and nonassessable by the Trust. Except as
otherwise provided in the Expense Agreement and Section 10.01 hereof with
respect to the Depositor, the Holders of the Trust Securities shall be entitled
to the same limitation of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the State
of Delaware.

                                   ARTICLE VI

                    ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

      SECTION 6.01 LIMITATIONS ON VOTING RIGHTS.

            (a) Except as provided in this Section, in Section 8.10 or Section
      10.03 of this Trust Agreement, in the Subordinated Debenture Indenture,
      and as otherwise required by law, no Holder of Trust Preferred Securities
      shall have any right to vote or in any manner otherwise control the
      administration, operation and management of the Trust or the obligations
      of the parties hereto, nor shall anything herein set forth, or contained
      in the terms of the Trust Securities Certificates, be construed so as to
      constitute the Securityholders from time to time as joint venturers,
      partners or members of an association.

            (b) So long as any Subordinated Debentures are held by the Property
      Trustee, the Trustees shall not (i) direct the time, method and place of
      conducting any proceeding for any remedy available to the Indenture
      Trustee, or executing any trust or power conferred on the Indenture
      Trustee with respect to such Subordinated Debentures, (ii) consent to
      waive any past default which is waivable under Section 513 of the
      Subordinated Debenture Indenture, (iii) exercise any right to rescind or
      annul a declaration that the principal of all the Subordinated Debentures
      shall be due and payable or (iv) consent to any amendment, modification or
      termination of the Subordinated Debenture Indenture or the Subordinated
      Debentures, where such consent shall be required, or to any other action,
      as holder of the Subordinated Debentures, under the Subordinated Debenture
      Indenture, without, in each case, obtaining the prior approval of

                                       27


      the Holders of at least a majority in Liquidation Amount of the
      Outstanding Trust Preferred Securities; provided, however, that where a
      consent under the Subordinated Debenture Indenture would require the
      consent of each holder of Subordinated Debentures affected thereby, no
      such consent shall be given by the Trustees without the prior written
      consent of each Holder of Trust Preferred Securities. The Trustees shall
      not revoke any action previously authorized or approved by a vote of the
      Holders of Trust Preferred Securities, except pursuant to a subsequent
      vote of the Holders of Trust Preferred Securities. The Property Trustee
      shall notify all Holders of the Trust Preferred Securities of any notice
      of default received from the Indenture Trustee with respect to the
      Subordinated Debentures.

            (c) If any proposed amendment to the Trust Agreement provides for,
      or the Trustees otherwise propose to effect, (i) any action that would
      adversely affect the powers, preferences or special rights of the Trust
      Preferred Securities, whether by way of amendment to this Trust Agreement
      or otherwise, or (ii) the dissolution, winding-up or termination of the
      Trust, other than pursuant to the terms of this Trust Agreement, then the
      Holders of Outstanding Trust Preferred Securities as a class will be
      entitled to vote on such amendment or proposal and such amendment or
      proposal shall not be effective except with the approval of the Holders of
      at least a majority in Liquidation Amount of the Outstanding Trust
      Preferred Securities.

            (d) Notwithstanding that holders of Trust Preferred Securities are
      entitled to vote under the circumstances described in Section 6.01(b) and
      6.01(c), any of the Trust Preferred Securities that are owned (whether of
      record or beneficially) by the Corporation, the Administrative Trustees or
      any Affiliate of the Corporation or any Administrative Trustee shall, for
      purposes of such vote, be treated as if they were not outstanding.

      SECTION 6.02 NOTICE OF MEETINGS. Notice of all meetings of the Trust
Preferred Securityholders, stating the time, place and purpose of the meeting,
shall be given by the Administrative Trustees pursuant to Section 10.08 to each
Trust Preferred Securityholder of record, at his registered address, at least 15
days and not more than 90 days before the meeting. At any such meeting, any
business properly before the meeting may be so considered whether or not stated
in the notice of the meeting. Any adjourned meeting may be held as adjourned
without further notice. Any and all notice to which any Trust Preferred
Securityholder hereunder may be entitled and any and all communications shall be
deemed duly served or given if mailed, postage prepaid, addressed to any Trust
Preferred Securityholders of record at his last known address as recorded on the
Security Register.

      SECTION 6.03 MEETINGS OF TRUST PREFERRED SECURITYHOLDERS. No annual
meeting of Securityholders is required to be held. The Administrative Trustees,
however, shall call a meeting of Securityholders to vote on any matter upon the
written request of the Trust Preferred Securityholders of record of 25% of the
Trust Preferred Securities (based upon their Liquidation Amount) and the
Administrative Trustees or the Property Trustee may, at any time in their
discretion, call a meeting of Trust Preferred Securityholders to vote on any
matters as to which Trust Preferred Securityholders are entitled to vote.

                                       28


      Trust Preferred Securityholders of record of 50% of the Trust Preferred
Securities (based upon their Liquidation Amount), present in person or by proxy,
shall constitute a quorum at any meeting of Securityholders.

      If a quorum is present at a meeting, an affirmative vote by the Trust
Preferred Securityholders of record present, in person or by proxy, holding more
than a majority of the Trust Preferred Securities (based upon their Liquidation
Amount) held by the Trust Preferred Securityholders of record present, either in
person or by proxy, at such meeting shall constitute the action of the
Securityholders, unless this Trust Agreement requires a greater proportion of
affirmative votes.

      SECTION 6.04 VOTING RIGHTS. Securityholders shall be entitled to one vote
for each $__ of Liquidation Amount represented by their Trust Securities in
respect of any matter as to which such Securityholders are entitled to vote.

      SECTION 6.05 PROXIES, ETC. At any meeting of Securityholders, any
Securityholder entitled to vote may vote by proxy, provided that no proxy shall
be voted at any meeting unless it shall have been placed on file with the
Administrative Trustees, or with such other officer or agent of the Trust as the
Administrative Trustees may direct, for verification prior to the time at which
such vote shall be taken. Pursuant to a resolution of the Property Trustee,
proxies may be solicited in the name of the Property Trustee or one or more
officers of the Property Trustee. Only Securityholders of record shall be
entitled to vote. When Trust Securities are held jointly by several Persons, any
one of them may vote at any meeting in person or by proxy in respect of such
Trust Securities, but if more than one of them shall be present at such meeting
in person or by proxy, and such joint owners or their proxies so present
disagree as to any vote to be cast, such vote shall not be received in respect
of such Trust Securities. A proxy purporting to be executed by or on behalf of a
Securityholder shall be deemed valid unless challenged at or prior to its
exercise, and the burden of proving invalidity shall rest on the challenger. No
proxy shall be valid more than three years after its date of execution.

      SECTION 6.06 SECURITYHOLDER ACTION BY WRITTEN CONSENT. Any action which
may be taken by Securityholders at a meeting may be taken without a meeting if
Securityholders holding at least a majority of all outstanding Trust Securities
entitled to vote in respect of such action (or such other proportion thereof as
shall be required by any express provision of this Trust Agreement) shall
consent to the action in writing (based upon their Liquidation Amount).

      SECTION 6.07 RECORD DATE FOR VOTING AND OTHER PURPOSES. For the purposes
of determining the Securityholders who are entitled to notice of and to vote at
any meeting or by written consent, or to participate in any Distribution on the
Trust Securities in respect of which a record date is not otherwise provided for
in this Trust Agreement, or for the purpose of any other action, the
Administrative Trustees may from time to time fix a date, not more than 90 days
prior to the date of any meeting of Securityholders or the payment of
distribution or other action, as the case may be, as a record date for the
determination of the identity of the Securityholders of record for such
purposes.

      SECTION 6.08 ACTS OF SECURITYHOLDERS. Any request, demand, authorization,
direction, notice, consent, waiver or other action provided or permitted by this
Trust Agreement to be

                                       29


given, made or taken by Securityholders may be embodied in and evidenced by one
or more instruments of substantially similar tenor signed by such
Securityholders in person or by an agent appointed in writing; and, except as
otherwise expressly provided herein, such action shall become effective when
such instrument or instruments are delivered to the Administrative Trustees.
Such instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Securityholders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Trust Agreement and (subject to Section 8.01) conclusive in
favor of the Trustees, if made in the manner provided in this Section.

      The fact and date of the execution by any Person of any such instrument or
writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgements of deeds, certifying that the individual signing such
instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustees deem sufficient.

      The ownership of Trust Preferred Securities shall be proved by the
Security Register.

      Any request, demand, authorization, direction, notice, consent, waiver or
other Act of the Securityholder of any Trust Security shall bind every future
Securityholder of the same Trust Security and the Securityholder of every Trust
Security issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof in respect of anything done, omitted or suffered to
be done by the Trustees or the Trust in reliance thereon, whether or not
notation of such action is made upon such Trust Security.

      Without limiting the foregoing, a Securityholder entitled hereunder to
take any action hereunder with regard to any particular Trust Security may do so
with regard to all or any part of the Liquidation Amount of such Trust Security
or by one or more duly appointed agents each of which may do so pursuant to such
appointment with regard to all or any part of such Liquidation Amount.

      If any dispute shall arise between the Holders of Trust Securities and the
Administrative Trustees or among such Securityholders or Trustees with respect
to the authenticity, validity or binding nature of any request, demand,
authorization, direction, consent, waiver or other Act of such Securityholder or
Trustee under this Article VI, then the determination of such matter by the
Property Trustee shall be conclusive with respect to such matter.

      SECTION 6.09 INSPECTION OF RECORDS. Upon reasonable notice to the
Trustees, the records of the Trust shall be open to inspection by
Securityholders during normal business hours for any purpose reasonably related
to such Securityholder's interest as a Securityholder.

                                       30


                                   ARTICLE VII

                 REPRESENTATIONS AND WARRANTIES OF THE PROPERTY
                    TRUSTEE, DELAWARE TRUSTEE AND DEPOSITOR

      SECTION 7.01 REPRESENTATIONS AND WARRANTIES OF THE PROPERTY TRUSTEE. The
Trust Company in its separate corporate capacity and as the Property Trustee, on
behalf of and as to itself, hereby represents and warrants for the benefit of
the Depositor and the Securityholders that:

            (a) the Trust Company is a corporation or trust company duly
      organized, validly existing and in good standing under the laws of the
      State of New York;

            (b) the Trust Company in its separate corporate capacity and in its
      capacity as the Property Trustee has full corporate power, authority and
      legal right to execute and deliver this Trust Agreement and to perform its
      obligations under this Trust Agreement and has taken all necessary action
      to authorize the execution, delivery and performance by it of this Trust
      Agreement;

            (c) this Trust Agreement has been duly authorized, executed and
      delivered by the Property Trustee and constitutes the valid and legally
      binding agreement of the Property Trustee, enforceable against it in
      accordance with its terms, subject to bankruptcy, insolvency, fraudulent
      transfer, reorganization, moratorium and similar laws of general
      applicability relating to or affecting creditors' rights and to general
      equity principles;

            (d) the execution, delivery and performance of this Trust Agreement
      and the consummation of the transactions contemplated thereby by the Trust
      Company in its capacity as the Property Trustee of this Trust Agreement
      have been duly authorized by all necessary corporate action on the part of
      the Trust Company in its separate corporate capacity and as Property
      Trustee and do not require any approval of stockholders of the Trust
      Company and such execution, delivery and performance will not (i) violate
      the Trust Company's charter or by-laws, or (ii) violate any law,
      governmental rule or regulation of the United States or the State of New
      York governing the banking, trust, or corporate powers (as appropriate in
      context) of the Trust Company in its separate corporate capacity and in
      its capacity as the Property Trustee or any indenture, mortgage, bank
      credit agreement, note or bond purchase agreement, long-term lease,
      license or other agreement or any order, judgment or decree applicable to
      the Trust Company or the Property Trustee;

            (e) neither the authorization, execution, delivery or performance by
      the Trust Company or the Property Trustee of this Trust Agreement, nor the
      consummation of any of the transactions by the Trust Company or the
      Property Trustee contemplated herein or therein, nor the issuance of the
      Trust Securities Certificates pursuant to this Trust Agreement require the
      consent or approval of, the withholding of objection on the part of, the
      giving of notice to, the filing, the registration, or the qualification
      with or the taking of any other action with respect to any governmental
      authority or agency under any

                                       31


      existing federal or New York law governing the trust or corporate powers
      of the Property Trustee; and

            (f) there are no proceedings pending or threatened against the Trust
      Company or the Property Trustee in any court or before any governmental
      authority, agency or arbitration board or tribunal which, individually or
      in the aggregate, would have a material adverse effect on the right, power
      and authority of the Trust Company or the Property Trustee to enter into
      or perform its obligations under this Trust Agreement.

      SECTION 7.02 REPRESENTATIONS AND WARRANTIES OF THE DELAWARE TRUSTEE. The
Delaware Corporation in its separate corporate capacity and as the Delaware
Trustee, on behalf of and as to itself, hereby represents and warrants for the
benefit of the Depositor and the Securityholders that:

            (a) the Delaware Corporation is a corporation duly organized,
      validly existing and in good standing under the laws of the State of
      Delaware;

            (b) the Delaware Corporation in its separate corporate capacity and
      in its capacity as the Delaware Trustee has full corporate power,
      authority and legal right to execute and deliver this Trust Agreement and
      to perform its obligations under this Trust Agreement and has taken all
      necessary action to authorize the execution, delivery and performance by
      it of this Trust Agreement;

            (c) this Trust Agreement has been duly authorized, executed and
      delivered by the Delaware Trustee and constitutes the valid and legally
      binding agreement of the Delaware Trustee, enforceable against it in
      accordance with its terms, subject to bankruptcy, insolvency, fraudulent
      transfer, reorganization, moratorium and similar laws of general
      applicability relating to or affecting creditors' rights and to general
      equity principles;

            (d) the execution, delivery and performance of this Trust Agreement
      and the consummation of the transactions contemplated thereby by the
      Delaware Corporation in its capacity as Delaware Trustee of this Trust
      Agreement have been duly authorized by all necessary corporate action on
      the part of the Delaware Corporation in its separate corporate capacity
      and as the Delaware Trustee and do not require any approval of
      stockholders of the Delaware Corporation and such execution, delivery and
      performance will not (i) violate the Delaware Corporation's charter or
      by-laws, or (ii) violate any law, governmental rule or regulation of the
      United States or the State of Delaware governing the trust or corporate
      powers the Delaware Corporation in its capacity as the Delaware Trustee or
      in its separate corporate capacity, or any indenture, mortgage, bank
      credit agreement, note or bond purchase agreement, long-term lease,
      license or other agreement or any order, judgment or decree applicable to
      the Delaware Corporation or the Delaware Trustee;

            (e) neither the authorization, execution, delivery or performance by
      the Delaware Corporation or the Delaware Trustee of this Trust Agreement,
      nor the consummation of any of the transactions by the Delaware
      Corporation or the Delaware

                                       32


      Trustee contemplated herein or therein, nor the issuance of the Trust
      Securities Certificates pursuant to this Trust Agreement require the
      consent or approval of, the withholding of objection on the part of, the
      giving of notice to, the filing, the registration, or the qualification
      with or the taking of any other action with respect to any governmental
      authority or agency under any existing federal or Delaware law governing
      the trust or corporate powers of the Delaware Trustee; and

            (f) There are no proceedings pending or threatened against the
      Delaware Corporation or the Delaware Trustee in any court or before any
      governmental authority, agency or arbitration board or tribunal which,
      individually or in the aggregate, would have a material adverse effect on
      the right, power and authority of the Delaware Corporation or the Delaware
      Trustee to enter into or perform its obligations under this Trust
      Agreement.

      SECTION 7.03 REPRESENTATIONS AND WARRANTIES OF DEPOSITOR.

      The Depositor hereby represents and warrants for the benefit of the
      Securityholders that:

            (a) the Trust Securities Certificates issued at the Closing Date on
      behalf of the Trust have been duly authorized and will have been, duly and
      validly executed, issued and delivered by the Trustees pursuant to the
      terms and provisions of, and in accordance with the requirements of, this
      Trust Agreement and the Securityholders will be, as of such date, entitled
      to the benefits of this Trust Agreement; and

            (b) there are no taxes, fees or other governmental charges payable
      by the Trust (or the Trustees on behalf of the Trust) under the laws of
      the State of Delaware or any political subdivision thereof in connection
      with the execution, delivery and performance by the Property Trustee or
      the Delaware Trustee, as the case may be, of this Trust Agreement.

                                  ARTICLE VIII

                                  THE TRUSTEES

      SECTION 8.01 CERTAIN DUTIES AND RESPONSIBILITIES.

            (a) The rights, duties and responsibilities of the Trustees shall be
      as provided by this Trust Agreement and the Delaware Statutory Trust Act
      and, in the case of the Property Trustee, the Trust Indenture Act.
      Notwithstanding the foregoing, no provision of this Trust Agreement shall
      require the Trustees to expend or risk their own funds or otherwise incur
      any financial liability in the performance of any of their duties
      hereunder, or in the exercise of any of their rights or powers, if they
      shall have reasonable grounds for believing that repayment of such funds
      or adequate indemnity against such risk or liability is not reasonably
      assured to them. Whether or not therein expressly so provided, every
      provision of this Trust Agreement relating to the conduct or affecting the
      liability of or affording protection to the Trustees shall be subject to
      the provisions of this Section.

                                       33


            (b) All payments made by the Property Trustee in respect of the
      Trust Securities shall be made only from the income and proceeds from the
      Trust Property and only to the extent that there shall be sufficient
      income or proceeds from the Trust Property to enable the Property Trustee
      to make payments in accordance with the terms hereof. Each Securityholder,
      by its acceptance of a Trust Security, agrees that it will look solely to
      the income and proceeds from the Trust Property to the extent available
      for distribution to it as herein provided and that the Trustees are not
      personally liable to such Holder for any amount distributable in respect
      of any Trust Security or for any other liability in respect of any Trust
      Security. This Section 8.01(b) does not limit the liability of the
      Trustees expressly set forth elsewhere in this Trust Agreement or, in the
      case of the Property Trustee, in the Trust Indenture Act.

      SECTION 8.02 NOTICE OF DEFAULTS. Within 90 days after the occurrence of
any default known to the Property Trustee, the Property Trustee shall transmit,
in the manner and to the extent provided in Section 10.08, notice of any such
default to the Securityholders, the Administrative Trustees and the Depositor,
unless such default shall have been cured or waived. For the purpose of this
Section, the term "default" means any event which is, or after notice or lapse
of time or both would become, an Event of Default.

      SECTION 8.03 CERTAIN RIGHTS OF PROPERTY TRUSTEE. Subject to the provisions
of Section 8.01 and except as provided by law:

                  (i) the Property Trustee may rely and shall be protected in
            acting or refraining from acting in good faith upon any resolution,
            Opinion of Counsel, certificate, written representation of a Holder
            or transferee, certificate of auditors or any other certificate,
            statement, instrument, opinion, report, notice, request, consent,
            order, appraisal, bond or other paper or document believed by it to
            be genuine and to have been signed or presented by the proper party
            or parties;

                  (ii) if (A) in performing its duties under this Trust
            Agreement the Property Trustee is required to decide between
            alternative courses of action, or (B) in construing any of the
            provisions in this Trust Agreement the Property Trustee finds the
            same ambiguous or inconsistent with any other provisions contained
            herein, or (C) the Property Trustee is unsure of the application of
            any provision of this Trust Agreement, then, except as to any matter
            as to which the Trust Preferred Securityholders are entitled to vote
            under the terms of this Trust Agreement, the Property Trustee shall
            deliver a notice to the Depositor requesting written instructions of
            the Depositor as to the course of action to be taken. The Property
            Trustee shall take such action, or refrain from taking such action,
            as the Property Trustee shall be instructed in writing to take, or
            to refrain from taking, by the Depositor; provided, however, that if
            the Property Trustee does not receive such instructions of the
            Depositor within ten Business Days after it has delivered such
            notice, or such reasonably shorter period of time set forth in such
            notice (which to the extent practicable shall not be less than two
            Business Days), it may, but shall be under no duty to, take or
            refrain from taking such action not inconsistent with this Trust
            Agreement as it shall deem advisable and in the best

                                       34


            interests of the Securityholders, in which event the Property
            Trustee shall have no liability except for its own bad faith
            negligence or willful misconduct;

                  (iii) the Property Trustee may consult with counsel of its
            selection and the written advice of such counsel or any Opinion of
            Counsel shall be full and complete authorization and protection in
            respect of any action taken, suffered or omitted by it hereunder in
            good faith and in reliance thereon;

                  (iv) the Property Trustee shall be under no obligation to
            exercise any of the rights or powers vested in it by this Trust
            Agreement at the request or direction of any of the Securityholders
            pursuant to this Trust Agreement, unless such Securityholders shall
            have offered to the Property Trustee reasonable security or
            indemnity against the costs, expenses and liabilities which might be
            incurred by it in compliance with such request or direction;

                  (v) the Property Trustee shall not be bound to make any
            investigation into the facts or matters stated in any resolution,
            certificate, statement, instrument, opinion, report, notice,
            request, consent, order, approval, bond or other document, unless
            requested in writing to do so by one or more Securityholders; and

                  (vi) the Property Trustee may execute any of the trusts or
            powers hereunder or perform any duties hereunder either directly or
            by or through its agents or attorneys, provided that the Property
            Trustee shall be responsible for its own negligence or recklessness
            with respect to selection of any agent or attorney appointed by it
            hereunder.

      SECTION 8.04 NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES. The
recitals contained herein and in the Trust Securities Certificates shall be
taken as the statements of the Depositor, and the Trustees do not assume any
responsibility for their correctness. The Trustees shall not be accountable for
the use or application by the Trust of the proceeds of the Trust Securities in
accordance with Sections 2.04 and 2.05.

      The Property Trustee may conclusively assume that any funds held by it
hereunder are legally available unless an officer of the Property Trustee
assigned to its Corporate Trustee administrative department shall have received
written notice from the Corporation, any Holder or any other Trustee that such
funds are not legally available.

      SECTION 8.05 TRUSTEE MAY HOLD SECURITIES. Except as provided in the
definition of the term "Outstanding" in Article I, any Trustee or any other
agent of the Trustees or the Trust, in its individual or any other capacity, may
become the owner or pledgee of Trust Securities and may otherwise deal with the
Trust with the same rights it would have if it were not a Trustee or such other
agent.

      SECTION 8.06 COMPENSATION; FEES; INDEMNITY.

      The Depositor agrees:

                                       35


            (1) to pay to the Trustees from time to time reasonable compensation
      for all services rendered by the Trustees hereunder (which compensation
      shall not be limited by any provision of law in regard to the compensation
      of a trustee of an express trust);

            (2) except as otherwise expressly provided herein, to reimburse the
      Trustees upon request for all reasonable expenses, disbursements and
      advances incurred or made by the Trustees in accordance with any provision
      of this Trust Agreement (including the reasonable compensation and the
      expenses and disbursements of their agents and counsel), except any such
      expense, disbursement or advance as may be attributable to their
      negligence, willful misconduct or bad faith; and

            (3) to indemnify the Trustees for, and to hold the Trustees harmless
      against, any and all loss, damage, claims, liability or expense incurred
      without negligence, willful misconduct or bad faith on their part, arising
      out of or in connection with the acceptance or administration of this
      Trust Agreement, including the costs and expenses of defending themselves
      against any claim or liability in connection with the exercise or
      performance of any of its powers or duties hereunder.

      The provisions of this Section 8.06 shall survive the termination of this
Trust Agreement or the resignation or removal of any Trustee.

      SECTION 8.07 TRUSTEES REQUIRED; ELIGIBILITY.

            (a) There shall at all times be a Property Trustee hereunder with
      respect to the Trust Securities. The Property Trustee shall be a
      corporation organized and doing business under the laws of the United
      States of America or any State or Territory thereof or of the District of
      Columbia, or a corporation or Person permitted by the Securities and
      Exchange Commission to act as an institutional trustee under the Trust
      Indenture Act, authorized under such laws to exercise corporate trust
      powers, having a combined capital and surplus of at least $10,000,000, and
      subject to supervision or examination by Federal, State, Territorial or
      District of Columbia authority. If any such Person publishes reports of
      condition at least annually, pursuant to law or to the requirements of its
      supervising or examining authority, then for the purposes of this Section
      the combined capital and surplus of such Person shall be deemed to be its
      combined capital and surplus as set forth in its most recent report of
      condition so published. If at any time the Property Trustee with respect
      to the Trust Securities shall cease to be eligible in accordance with the
      provisions of this Section, it shall resign immediately in the manner and
      with the effect hereinafter specified in this Article.

            (b) There shall at all times be one or more Administrative Trustees
      hereunder. Each Administrative Trustee shall be either a natural person
      who is at least 21 years of age or a legal entity that shall act through
      one or more persons authorized to bind such entity.

            (c) There shall at all times be a Delaware Trustee. The Delaware
      Trustee shall either be (i) a natural person who is at least 21 years of
      age and a resident of the

                                       36


      State of Delaware or (ii) a legal entity with its principal place of
      business in the State of Delaware that shall act through one or more
      persons authorized to bind such entity.

      SECTION 8.08 CONFLICTING INTERESTS.

      If the Property Trustee has or shall acquire a conflicting interest within
the meaning of the Trust Indenture Act, the Property Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided by,
and subject to the provisions of, the Trust Indenture Act and this Trust
Agreement. To the extent permitted by the Trust Indenture Act, the Property
Trustee shall not be deemed to have a conflicting interest by virtue of being
trustee under the Trust Guarantee. Subject to the foregoing, the Depositor and
any Trustee may engage in or possess an interest in other business ventures of
any nature or description, independently or with others, similar or dissimilar
to the business of the Trust, and the Trust and the Securityholders shall have
no rights by virtue of this Trust Agreement in and to such independent ventures
or the income or profits derived therefrom, and the pursuit of any such venture,
even if competitive with the business of the Trust, shall not be deemed wrongful
or improper. Neither the Depositor, nor any Trustee, shall be obligated to
present any particular investment or other opportunity to the Trust even if such
opportunity is of a character that, if presented to the Trust, could be taken by
the Trust, (individually or as a partner or fiduciary) or to recommend to others
any such particular investment or other opportunity. Any Trustee may engage or
be interested in any financial or other transaction with the Depositor or any
Affiliate of the Depositor, or may act as depository for, trustee or agent for,
or act on any committee or body of holders of, securities or other obligations
of the Depositor or its Affiliates.

      SECTION 8.09 CO-PROPERTY TRUSTEES AND SEPARATE TRUSTEE.

      At any time or times, for the purpose of meeting the legal requirements of
the Trust Indenture Act or of any jurisdiction in which any part of the Trust
Property may at the time be located, the Holder of the Trust Common Securities
and the Property Trustee shall have power to appoint, and upon the written
request of the Property Trustee, the Depositor shall for such purpose join with
the Property Trustee in the execution, delivery and performance of all
instruments and agreements necessary or proper to appoint, one or more Persons
approved by the Property Trustee either to act as co-property trustee, jointly
with the Property Trustee, of all or any part of such Trust Property, or to act
as separate trustee of any such Trust Property, in either case with such powers
as may be provided in the instrument of appointment, and to vest in such Person
or Persons in the capacity aforesaid, any property, title, right or power deemed
necessary or desirable, subject to the other provisions of this Agreement. If
the Depositor does not join in such appointment within 15 days after the receipt
by it of a request so to do, or in case an Debenture Indenture Event of Default
has occurred and is continuing, the Property Trustee alone shall have power to
make such appointment. Any co-property trustee or separate trustee appointed
pursuant to this Section shall satisfy the requirements of Section 8.07.

      Should any written instrument from the Depositor be required by any
co-property trustee or separate trustee so appointed for more fully confirming
to such co-property trustee or separate trustee such property, title, right, or
power, any and all such instruments shall, on request, be executed,
acknowledged, and delivered by the Depositor.

                                       37


      Every co-property trustee or separate trustee shall, to the extent
permitted by law, but to such extent only, be appointed subject to the following
terms, namely:

            (i) The Trust Securities shall be executed, authenticated and
      delivered and all rights, powers, duties, and obligations hereunder in
      respect of the custody of securities, cash and other personal property
      held by, or required to be deposited or pledged with, the Trustees
      hereunder, shall be exercised, solely by the Trustees.

            (ii) The rights, powers, duties, and obligations hereby conferred or
      imposed upon the Property Trustee in respect of any property covered by
      such appointment shall be conferred or imposed upon and exercised or
      performed by the Property Trustee or by the Property Trustee and such
      co-property trustee or separate trustee jointly, as shall be provided in
      the instrument appointing such co-property trustee or separate trustee,
      except to the extent that under any law of any jurisdiction in which any
      particular act is to be performed, the Property Trustee shall be
      incompetent or unqualified to perform such act, in which event such
      rights, powers, duties, and obligations shall be exercised and performed
      by such co-property trustee or separate trustee.

            (iii) The Property Trustee at any time, by an instrument in writing
      executed by it, with the written concurrence of the Depositor, may accept
      the resignation of or remove any co-property trustee or separate trustee
      appointed under this Section, and, in case an Debenture Indenture Event of
      Default has occurred and is continuing, the Property Trustee shall have
      power to accept the resignation of, or remove, any such co-property
      trustee or separate trustee without the concurrence of the Depositor. Upon
      the written request of the Property Trustee, the Depositor shall join with
      the Property Trustee in the execution, delivery, and performance of all
      instruments and agreements necessary or proper to effectuate such
      resignation or removal. A successor to any co-property trustee or separate
      trustee so resigned or removed may be appointed in the manner provided in
      this Section.

            (iv) No co-property trustee or separate trustee hereunder shall be
      personally liable by reason of any act or omission of the Property
      Trustee, or any other such trustee hereunder.

            (v) The Trustees shall not be liable by reason of any act of a
      co-property trustee or separate trustee.

            (vi) Any Act of Holders delivered to the Property Trustee shall be
      deemed to have been delivered to each such co-property trustee and
      separate trustee.

      SECTION 8.10 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

      No resignation or removal of any Trustee (the "Relevant Trustee") and no
appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 8.11.

                                       38


      Subject to the immediately preceding paragraph, the Relevant Trustee may
resign at any time by giving written notice thereof to the Holders. If the
instrument of acceptance by the successor Trustee required by Section 8.11 shall
not have been delivered to the Relevant Trustee within 30 days after the giving
of such notice of resignation, the resigning Relevant Trustee may petition, at
the expense of the Trust, any court of competent jurisdiction for the
appointment of a successor Relevant Trustee.

      Unless an Debenture Indenture Event of Default shall have occurred and be
continuing, any Trustee may be removed at any time by Act of the Holder of the
Trust Common Securities. If a Debenture Indenture Event of Default shall have
occurred and be continuing, the Property Trustee or the Delaware Trustee, or
both of them, may be removed at such time by Act of the Holders of a majority in
Liquidation Amount of the Trust Preferred Securities, delivered to the Relevant
Trustee (in its individual capacity and on behalf of the Trust). An
Administrative Trustee may be removed by the Holder of the Trust Common
Securities at any time. In no event will the Holders of the Trust Preferred
Securities have a right to vote to appoint, remove or replace the Administrative
Trustees.

      If any Trustee shall resign, be removed or become incapable of continuing
to act as Trustee, or if a vacancy shall occur in the office of any Trustee for
any reason, at a time when no Debenture Indenture Event of Default shall have
occurred and be continuing, the Holder of the Trust Common Securities, by its
Act of the Holders of the Trust Common Securities, shall promptly appoint a
successor Trustee or successor Trustees, and each retiring Trustee shall comply
with the applicable requirements of Section 8.11. If the Property Trustee or the
Delaware Trustee shall resign, be removed or become incapable of continuing to
act as the Property Trustee or the Delaware Trustee, as the case may be, or a
vacancy shall occur in the office of any such Trustee for any reason, at a time
when an Debenture Indenture Event of Default shall have occurred and be
continuing, the Holders of Trust Preferred Securities, by Act of the Holders of
a majority in Liquidation Amount of the Trust Preferred Securities then
Outstanding, shall promptly appoint a successor Relevant Trustee or Relevant
Trustees and such successor Relevant Trustee or Relevant Trustees shall comply
with the applicable requirements of Section 8.11. If an Administrative Trustee
shall resign, be removed or become incapable of acting as Administrative
Trustee, or a vacancy shall occur in the office of any such Trustee for any
reason, at a time when a Debenture Indenture Event of Default shall have
occurred and be continuing, the Holder of the Trust Common Securities, by Act of
the Holder of the Trust Common Securities, shall promptly appoint a successor
Administrative Trustee or Administrative Trustees and such successor
Administrative Trustee or Administrative Trustees shall comply with the
applicable requirements of Section 8.11. If no successor Relevant Trustee shall
have been so appointed in accordance with this Section 8.10 and accepted
appointment in the manner required by Section 8.11, any Holder who has been a
Holder of Trust Securities for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Relevant Trustee.

      The Property Trustee shall give notice of each resignation and each
removal of a Trustee and each appointment of a successor Trustee to all Holders
in the manner provided in Section 10.08 and shall give notice to the Depositor.
Each notice shall include the name of the successor Relevant Trustee and the
address of its Corporate Trust Office if it is the Property Trustee.

                                       39


      Notwithstanding the foregoing or any other provision of this Trust
Agreement, in the event any Administrative Trustee or a Delaware Trustee who is
a natural person dies or becomes, in the opinion of the Depositor, incompetent
or incapacitated, the vacancy created by such death, incompetence or incapacity
may be filled by (i) the act of the remaining Administrative Trustee or (ii)
otherwise by the Depositor (with the successor in each case being a Person who
satisfies the eligibility requirements for an Administrative Trustee or a
Delaware Trustee, as the case may be, set forth in Section 8.07).

      SECTION 8.11 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR. In case of the
appointment hereunder of a successor Relevant Trustee, every such successor
Relevant Trustee so appointed shall execute, acknowledge and deliver to the
Trust and to the retiring Relevant Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Relevant
Trustee shall become effective and such successor Relevant Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Relevant Trustee; but, on the request
of the Depositor or the successor Relevant Trustee, such retiring Relevant
Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Relevant Trustee all the rights, powers and
trusts of the retiring Relevant Trustee and shall duly assign, transfer and
deliver to such successor Relevant Trustee all property and money held by such
retiring Relevant Trustee hereunder.

      Upon request of any such successor Relevant Trustee, the Trust shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Relevant Trustee all such rights, powers and trusts
referred to in the preceding paragraph.

      No successor Relevant Trustee shall accept its appointment unless at the
time of such acceptance such successor Relevant Trustee shall be qualified and
eligible under this Article.

      SECTION 8.12 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

      Any Person into which the Property Trustee, Delaware Trustee or any
Administrative Trustee which is not a natural person may be merged or converted
or with which it may be consolidated, or any Person resulting from any merger,
conversion or consolidation to which such Relevant Trustee shall be a party, or
any Person succeeding to all or substantially all the corporate trust business
of such Relevant Trustee, shall be the successor of such Relevant Trustee
hereunder, provided such Person shall be otherwise qualified and eligible,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto.

      SECTION 8.13 PREFERENTIAL COLLECTION OF CLAIMS AGAINST DEPOSITOR OR TRUST.

      If and when the Property Trustee shall be or become a creditor of the
Depositor or the Trust (or any other obligor upon the Subordinated Debentures or
the Trust Securities), the Property Trustee shall be subject to the provisions
of the Trust Indenture Act regarding the collection of claims against the
Depositor or Trust (or any such other obligor). For purposes of Section
311(b)(4) and (6) of the Trust Indenture Act:

            (a) "cash transaction" means any transaction in which full payment
      for goods or securities sold is made within seven days after delivery of
      the goods or securities in

                                       40


      currency or in checks or other orders drawn upon banks or bankers and
      payable upon demand; and

            (b) "self-liquidating paper" means any draft, bill of exchange,
      acceptance or obligation which is made, drawn, negotiated or incurred by
      the Depositor or the Trust (or any such obligor) for the purpose of
      financing the purchase, processing, manufacturing, shipment, storage or
      sale of goods, wares or merchandise and which is secured by documents
      evidencing title to, possession of, or a lien upon, the goods, wares or
      merchandise or the receivables or proceeds arising from the sale of the
      goods, wares or merchandise previously constituting the security, provided
      the security is received by the Property Trustee simultaneously with the
      creation of the creditor relationship with the Depositor or the Trust (or
      any such obligor) arising from the making, drawing, negotiating or
      incurring of the draft, bill of exchange, acceptance or obligation.

      SECTION 8.14 REPORTS BY PROPERTY TRUSTEE.

            (a) Within 60 days after May 15 of each year commencing with
      _________, if required by Section 313(a) of the Trust Indenture Act, the
      Property Trustee shall transmit a brief report dated as of such May 15
      with respect to any of the events specified in such Section 313(a) that
      may have occurred since the later of the date of this Trust Agreement or
      the preceding May 15.

            (b) The Property Trustee shall transmit to Securityholders the
      reports required by Section 313(b) of the Trust Indenture Act at the times
      specified therein.

            (c) Reports pursuant to this Section shall be transmitted in the
      manner and to the Persons required by Sections 313(c) and (d) of the Trust
      Indenture Act.

      SECTION 8.15 REPORTS TO THE PROPERTY TRUSTEE. The Depositor and the
Administrative Trustees on behalf of the Trust shall provide to the Property
Trustee, any securities exchange upon which the Trust Securities may be listed
and the Commission such documents, reports and information as required by
Section 314 of the Trust Indenture Act (if any) and, within 120 days after the
end of each fiscal year of the Depositor, the compliance certificate required by
Section 314(a)(4) of the Trust Indenture Act in the form and in the manner
required by Section 314 of the Trust Indenture Act.

      SECTION 8.16 EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT. Each of the
Depositor and the Administrative Trustees on behalf of the Trust shall provide
to the Property Trustee such evidence of compliance with any conditions
precedent, if any, provided for in this Trust Agreement that relate to any of
the matters set forth in Section 314(c) of the Trust Indenture Act. Any
certificate or opinion required to be given pursuant to Section 314(c)(1) of the
Trust Indenture Act shall comply with Section 314(e) of the Trust Indenture Act.

      SECTION 8.17 NUMBER OF TRUSTEES.

            (a) The number of Trustees shall initially be four, provided that
      the Depositor by written instrument may increase the number of
      Administrative Trustees or decrease the number to one but not to zero.

                                       41


            (b) If a Trustee ceases to hold office for any reason and the number
      of Administrative Trustees is not reduced pursuant to Section 8.17(a), or
      if the number of Trustees is increased pursuant to Section 8.17(a), a
      vacancy shall occur. The vacancy shall be filled with a Trustee appointed
      in accordance with Section 8.10.

            (c) The death, resignation, retirement, removal, bankruptcy,
      incompetence or incapacity to perform the duties of a Trustee shall not
      operate to annul the Trust. Whenever a vacancy in the number of
      Administrative Trustees shall occur, until such vacancy is filled by the
      appointment of an Administrative Trustee in accordance with Section 8.10,
      the Administrative Trustees in office, regardless of their number (and
      notwithstanding any other provision of this Trust Agreement), shall have
      all powers granted to the Administrative Trustees and shall discharge the
      duties imposed upon the Administrative Trustees by this Trust Agreement.

      SECTION 8.18 DELEGATION OF POWER.

            (a) Any Administrative Trustee, may, by power of attorney consistent
      with applicable law, delegate to any other natural person over the age of
      21 his or her power for the purpose of executing any documents
      contemplated in Section 2.07(A), including any registration statement or
      amendment thereto filed with the Commission, or making any other
      governmental filing; and

            (b) The Administrative Trustees shall have power to delegate from
      time to time to such of their number the doing of such things and the
      execution of such instruments either in the name of the Trust or the names
      of the Administrative Trustees or otherwise as the Administrative Trustees
      may deem expedient, to the extent such delegation is not prohibited by
      applicable law or contrary to the provisions of the Trust, as set forth
      herein.

      SECTION 8.19 ENFORCEMENT OF RIGHTS OF PROPERTY TRUSTEE BY SECURITYHOLDERS.

      If a Debenture Indenture Event of Default occurs and is continuing, then
(i) the Holders of Trust Preferred Securities will rely on the enforcement by
the Property Trustee of its rights against the Corporation as the holder of the
Subordinated Debentures and (ii) the Holders of a majority in aggregate
Liquidation Amount of the Trust Preferred Securities will have the right to
direct the time, method, and place of conducting any proceeding for any remedy
available to the Property Trustee or to direct the exercise of any trust or
power conferred upon the Property Trustee under this Trust Agreement, including
the right to direct the Property Trustee to exercise the remedies available to
it as a holder of the Subordinated Debentures, provided that such direction
shall not be in conflict with any rule of law or with this Trust Agreement, and
could not involve the Property Trustee in personal liability in circumstances
where reasonable indemnity would not be adequate. If the Property Trustee fails
to enforce its rights under the Subordinated Debentures, a Holder of Trust
Preferred Securities may, to the extent permitted by applicable law, institute a
legal proceeding against the Corporation to enforce its rights under this Trust
Agreement without first instituting any legal proceeding against the Property
Trustee or any other Person, including the Trust; it being understood and
intended that no one or more of such Holders shall have any right in any manner
whatsoever by virtue of, or by availing of, any

                                       42


provision of this Trust Agreement to affect, disturb or prejudice the rights of
any other of such Holders or to obtain or to seek to obtain priority or
preference over any other of such Holders or to enforce any right under this
Trust Agreement, except in the manner herein provided and for the equal and
ratable benefit of all such Holders. Notwithstanding the foregoing, a Holder of
Trust Preferred Securities may institute a legal proceeding directly against the
Corporation without first instituting a legal proceeding against or requesting
or directing that action be taken by the Property Trustee or any other Person,
for enforcement of payment to such Holder of principal of or interest on the
Subordinated Debentures having a principal amount equal to the aggregate stated
Liquidation Amount of the Trust Preferred Securities of such Holder on or after
the due dates therefor specified or provided for in the Subordinated Debentures.
The Corporation shall be subrogated to all rights of the Holders of Trust
Preferred Securities in respect of any amounts paid to such Holders by the
Corporation pursuant to this Section.

                                   ARTICLE IX

                           TERMINATION AND LIQUIDATION

      SECTION 9.01 TERMINATION UPON EXPIRATION DATE. The Trust shall
automatically terminate on ________________ (the "Expiration Date") or earlier
pursuant to Section 9.02 or 9.03.

      SECTION 9.02 EARLY TERMINATION. Upon the first to occur of any of the
following events (such first occurrence, an "Early Termination Event"), the
Trust shall be dissolved and terminated in accordance with the terms hereof:

                  (i) the occurrence of a Bankruptcy Event in respect of the
            Depositor, dissolution or liquidation of the Depositor (other than
            in connection with a transaction permitted by Section 801 of the
            Subordinated Debenture Indenture), or the dissolution of the Trust
            pursuant to judicial decree;

                  (ii) the delivery of written direction to the Property Trustee
            by the Depositor at any time (which direction is optional and wholly
            within the discretion of the Depositor) to terminate the Trust and
            distribute the Subordinated Debentures to Securityholders as
            provided in Section 9.04; and

                  (iii) the payment at maturity or redemption of all of the
            Subordinated Debentures, and the consequent payment of the Trust
            Securities.

      SECTION 9.03 TERMINATION. The respective obligations and responsibilities
of the Trust and the Trustees created hereby shall terminate upon the latest to
occur of the following: (a) the distribution by the Property Trustee to
Securityholders upon the liquidation of the Trust pursuant to Section 9.04, or
upon the redemption of all of the Trust Securities pursuant to Section 4.02, of
all amounts or instruments required to be distributed hereunder upon the final
payment of the Trust Securities; (b) the payment of any expenses owed by the
Trust; or (c) the discharge of all administrative duties of the Administrative
Trustees, including the performance of any tax reporting obligations with
respect to the Trust or the Securityholders.

      SECTION 9.04 LIQUIDATION.

                                       43


            (a) If any Early Termination Event specified in clause (ii) of
      Section 9.02 occurs, the Trust shall be liquidated and the Property
      Trustee shall distribute the Subordinated Debentures to the
      Securityholders as provided in this Section 9.04.

            (b) In connection with a distribution of the Subordinated
      Debentures, each Holder of Trust Securities shall be entitled to receive
      after the satisfaction of liabilities to creditors of the Trust (as
      evidenced by a certificate of the Administrative Trustees), a Like Amount
      of Subordinated Debentures. Notice of liquidation shall be given by the
      Trustees by first-class mail, postage prepaid, mailed not later than 30
      nor more than 60 days prior to the Liquidation Date to each Holder of
      Trust Securities at such Holder's address appearing in the Security
      Register. All notices of liquidation shall:

                  (i) state the Liquidation Date;

                  (ii) state that from and after the Liquidation Date, the Trust
            Securities will no longer be deemed to be Outstanding and any Trust
            Securities Certificates not surrendered for exchange will be deemed
            to represent a Like Amount of Subordinated Debentures; and

                  (iii) provide such information with respect to the mechanics
            by which Holders may exchange Trust Securities Certificates for
            Subordinated Debentures as the Administrative Trustees or the
            Property Trustee shall deem appropriate.

            (c) In order to effect the liquidation of the Trust and distribution
      of the Subordinated Debentures to Securityholders, the Property Trustee
      shall establish a record date for such distribution (which shall be not
      more than 45 days prior to the Liquidation Date) and, either itself acting
      as exchange agent or through the appointment of a separate exchange agent,
      shall establish such procedures as it shall deem appropriate to effect the
      distribution of Subordinated Debentures in exchange for the Outstanding
      Trust Securities Certificates.

            (d) After the Liquidation Date, (i) the Trust Securities will no
      longer be deemed to be Outstanding, (ii) certificates representing a Like
      Amount of Subordinated Debentures will be issued to Holders of Trust
      Securities Certificates, upon surrender of such certificates to the
      Administrative Trustees or their agent for exchange, (iii) any Trust
      Securities Certificates not so surrendered for exchange will be deemed to
      represent a Like Amount of Subordinated Debentures, accruing interest at
      the rate provided for in the Subordinated Debentures from the last
      Distribution Date on which a Distribution was made on such Trust
      Certificates until such certificates are so surrendered (and until such
      certificates are so surrendered, no payments of interest or principal will
      be made to Holders of Trust Securities Certificates with respect to such
      Subordinated Debentures) and (iv) all rights of Securityholders holding
      Trust Securities will cease, except the right of such Securityholders to
      receive Subordinated Debentures upon surrender of Trust Securities
      Certificates.

            (e) The Depositor will use its best efforts to have the Subordinated
      Debentures that are distributed in exchange for the Trust Preferred
      Securities listed on

                                       44


      such securities exchange as the Trust Preferred Securities are then
      listed. The Depositor may elect to have the Subordinated Debentures issued
      in book-entry form to the Clearing Agency or its nominee.

      SECTION 9.05 BANKRUPTCY. If an Early Termination Event specified in clause
(i) of Section 9.02 has occurred, the Trust shall be liquidated. The Property
Trustee shall distribute the Subordinated Debentures to the Securityholders as
provided in Section 9.04, unless such distribution is determined by the
Administrative Trustees not to be practical, in which event the Holders will be
entitled to receive out of the assets of the Trust available for distribution to
Securityholders, after satisfaction of liabilities to creditors, an amount equal
to the Liquidation Amount per Trust Security plus accrued and unpaid
Distributions thereon to the date of payment (such amount being the "Liquidation
Distribution"). If such Liquidation Distribution can be paid only in part
because the Trust has insufficient assets available to pay in full the aggregate
Liquidation Distribution, then, subject to the next succeeding sentence, the
amounts payable by the Trust on the Trust Securities shall be paid on a pro rata
basis (based upon Liquidation Amounts). The Holder of the Trust Common
Securities will be entitled to receive Liquidation Distributions upon any such
dissolution, winding-up or termination pro rata (determined as aforesaid) with
Holders of Trust Preferred Securities, except that, if an Debenture Indenture
Event of Default has occurred and is continuing, the Trust Preferred Securities
shall have a priority over the Trust Common Securities pursuant to Section 4.03.

                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

      SECTION 10.01 RESERVED. Subject to the terms and conditions hereof, the
Depositor irrevocably and unconditionally guarantees to each person or entity to
whom the Trust is now or hereafter becomes indebted or liable (the
"Beneficiaries") the full payment, when and as due, of any and all Obligations
(as hereinafter defined) to such Beneficiaries. As used herein, "Obligations"
means any indebtedness, expenses or liabilities of the Trust, other than
obligations of the Trust to pay to Holders of any Trust Securities or other
similar interests in the Trust the amounts due such Holders pursuant to the
terms of the Trust Preferred Securities or such other similar interests, as the
case may be. Such guarantee is intended to be for the benefit of, and to be
enforceable by, all such Beneficiaries, whether or not such Beneficiaries have
received notice hereof.

      SECTION 10.02 LIMITATION OF RIGHTS OF SECURITYHOLDERS. The bankruptcy,
death or dissolution or incapacity of any Person having an interest, beneficial
or otherwise, in a Trust Security shall not operate to terminate this Trust
Agreement, nor entitle the legal representatives or heirs of such Person or any
Securityholder for such Person, to claim an accounting, take any action or bring
any proceeding in and for a partition or winding up of the arrangements
contemplated hereby, nor otherwise affect the rights, obligations and
liabilities of the parties hereto or any of them.

      SECTION 10.03 AMENDMENT.

                                       45


            (a) This Trust Agreement may be amended from time to time by the
      Administrative Trustees and the Depositor, without the consent of any
      Securityholders and, except as provided in subsection (e) below, without
      the consent of the Property Trustee or the Delaware Trustee, (i) to cure
      any ambiguity, correct or supplement any provision herein which may be
      inconsistent with any other provision herein, or to make any other
      provisions with respect to matters or questions arising under this Trust
      Agreement, which shall not be inconsistent with the other provisions of
      this Trust Agreement, provided, however, that any such amendment shall not
      adversely affect in any material respect the interests of any
      Securityholder, (ii) to modify, eliminate or add to any provisions of this
      Trust Agreement to such extent as shall be necessary to ensure that the
      Trust will not be classified as other than a grantor trust for United
      States federal income tax purposes at any time that any Trust Securities
      are outstanding; provided, however, that, in the case of clause (i), any
      amendments of this Trust Agreement shall become effective when notice
      thereof is given to the Securityholders or (iii) to provide the Property
      Trustee with the authority to execute on behalf of the Administrative
      Trustees Definitive Trust Preferred Securities Certificates.

            (b) Except as provided in Section 10.03(c) hereof, any provision in
      this Trust Agreement may be amended by the Trust or the Trustees with (i)
      the consent of Securityholders representing not less than a majority
      (based upon Liquidation Amounts) of the Trust Securities then Outstanding
      and (ii) receipt by the Trustees of an Opinion of Counsel to the effect
      that such amendment or the exercise of any power granted to the Trustees
      in accordance with such amendment will not affect the Trust's status as a
      grantor trust for United States federal income tax purposes or the Trust's
      exemption from status of an "investment company" under the Investment
      Company Act.

            (c) In addition to and notwithstanding any other provision in this
      Trust Agreement, without the consent of each affected Securityholder (such
      consent being obtained in accordance with Section 6.03 or 6.06 hereof),
      this Trust Agreement may not be amended to (i) change the amount or timing
      of any Distribution (or payment upon redemption) on the Trust Securities
      or otherwise adversely affect the amount of any Distribution (or payment
      upon redemption) required to be made in respect of the Trust Securities as
      of a specified date, (ii) restrict the right of a Securityholder to
      institute suit for the enforcement of any such payment on or after such
      date, (iii) change the purpose of the Trust, (iv) authorize the issuance
      of any additional beneficial interests in the Trust, or (v) change the
      consent required pursuant to this Section 10.03.

            (d) Notwithstanding any other provisions of this Trust Agreement,
      the Trustees shall not enter into or consent to any amendment to this
      Trust Agreement which would cause the Trust to be treated other than as a
      grantor trust for United States federal income tax purposes or to fail or
      cease to qualify for the exemption from status of an "investment company"
      under the Investment Company Act of 1940, as amended, afforded by Rule
      3a-5 thereunder.

            (e) Without the consent of the Depositor, this Trust Agreement may
      not be amended in a manner which imposes any additional obligation on the
      Depositor. Without the consent of the Property Trustee or the Delaware
      Trustee, as the case may be, this

                                       46


      Trust Agreement may not be amended in a manner which affects the powers,
      duties or rights of the Property Trustee or the Delaware Trustee,
      respectively. In executing any amendment permitted by this Trust
      Agreement, the Trustees shall be entitled to receive, and (subject to
      Section 8.01) shall be fully protected in relying upon an Opinion of
      Counsel stating that the execution of such amendment is authorized or
      permitted by this Trust Agreement. Any Trustee may, but shall not be
      obligated to, enter into any such amendment which affects such Trustee's
      own rights, duties, immunities or liabilities under this Trust Agreement
      or otherwise.

            (f) In the event that any amendment to this Trust Agreement is made,
      the Administrative Trustees shall promptly provide to the Depositor a copy
      of such amendment.

      SECTION 10.04 SEPARABILITY. In case any provision in this Trust Agreement
or in the Trust Securities Certificates shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

      SECTION 10.05 GOVERNING LAW. THIS TRUST AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF EACH OF THE SECURITYHOLDERS, THE TRUST AND THE TRUSTEES WITH
RESPECT TO THIS TRUST AGREEMENT AND THE TRUST SECURITIES SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF DELAWARE.

      SECTION 10.06 NOTICE OF DEFERRAL OF DISTRIBUTION. In the event that the
Depositor exercises its right to extend an interest payment period in respect of
the Subordinated Debentures pursuant to Section __ of the Supplemental Indenture
and notice of such extension has been provided by the Depositor to the Property
Trustee, the Property Trustee shall give written notice of such extension and of
the deferral of the related Distribution on the Trust Securities, by first-class
mail, postage prepaid, mailed not later than ten days prior to the Distribution
Date upon which such Distribution would otherwise be payable, to each Holder of
Trust Preferred Securities at such Holder's address appearing in the Security
Register.

      SECTION 10.07 HEADINGS. The Article and Section headings are for
convenience only and shall not affect the construction of this Trust Agreement.

      SECTION 10.08 NOTICE AND DEMAND. Any notice, demand or other communication
which by any provision of this Trust Agreement is required or permitted to be
given or served to or upon any Securityholder or the Depositor may be given or
served in writing by deposit thereof, first class postage prepaid, in the United
States mail, hand delivery or facsimile transmission, in each case, addressed,
(i) in the case of a Trust Preferred Securityholder, to such Trust Preferred
Securityholder as such Securityholder's name and address appear on the Security
Register and (ii) in the case of the Trust Common Securityholder or the
Depositor, to D.R. Horton, Inc., 1901 Ascension Blvd., Suite 100, Arlington,
Texas 76006, Attention: Chief Financial Officer, Facsimile No. (817) 856-8252.
Such notice, demand or other communication to or upon a Securityholder shall be
deemed to have been sufficiently given or made, for all purposes, upon hand
delivery, mailing or transmission.

                                       47


      Any notice, demand or other communication which by any provision of this
Trust Agreement is required or permitted to be given or served to or upon the
Trust or the Trustees shall be given in writing addressed (until another address
is published by the Trust) as follows: (i) with respect to the Property Trustee,
____________, ____________, Attention: ___________, Facsimile No. ____________;
(ii) with respect to the Delaware Trustee, ____________, ____________,
Attention: ___________, Facsimile No. ____________; and (ii) with respect to the
Administrative Trustees, to them at the address above for notices to the
Depositor, marked Attention: Administrative Trustees of DRH Capital Trust I, c/o
D.R. Horton, Inc., 1901 Ascension Blvd., Suite 100, Arlington, Texas 76006,
Attention: Chief Financial Officer, Facsimile No. (817) 856-8252. Such notice,
demand or other communication to or upon the Trust or the Trustees shall be
deemed to have been sufficiently given or made only upon actual receipt of the
writing by the applicable Trustee.


      SECTION 10.09 AGREEMENT NOT TO PETITION. Each of the Trustees and the
Depositor agrees for the benefit of the Securityholders that, until at least one
year and one day after the Trust has been terminated in accordance with Article
IX, it shall not file, or join in the filing of, a petition against the Trust
under any bankruptcy, reorganization, arrangement, insolvency, liquidation or
other similar law (including, without limitation, the United States Bankruptcy
Code) (collectively, "Bankruptcy Laws") or otherwise join in the commencement of
any proceeding against the Trust under any Bankruptcy Law. In the event the
Depositor takes action in violation of this Section 10.09, the Property Trustee
agrees, for the benefit of Securityholders, that it shall file an answer with
the bankruptcy court or otherwise properly contest the filing of such petition
by the Depositor against the Trust or the commencement of such action and raise
the defense that the Depositor has agreed in writing not to take such action and
should be stopped and precluded therefrom and such other defenses, if any, as
counsel for the Trustees or the Trust may assert. The provisions of this Section
10.09 shall survive the termination of this Trust Agreement.

      SECTION 10.10 CONFLICT WITH TRUST INDENTURE ACT.

            (a) This Trust Agreement is subject to the provisions of the Trust
      Indenture Act that are required to be part of this Trust Agreement and
      shall, to the extent applicable, be governed by such provisions.

            (b) The Property Trustee shall be the only Trustee which is a
      Trustee for the purposes of the Trust Indenture Act.

            (c) If any provision hereof limits, qualifies or conflicts with
      another provision hereof which is required to be included in this Trust
      Agreement by any of the provisions of the Trust Indenture Act, such
      required provision shall control.

            (d) The application of the Trust Indenture Act to this Trust
      Agreement shall not affect the nature of the Trust Securities as equity
      securities representing undivided beneficial interests in the assets of
      the Trust. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST
      THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER,
      WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL

                                       48


      CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL
      OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE
      TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE
      SUBORDINATION PROVISIONS AND OTHER TERMS OF THE TRUST GUARANTEE AND THE
      SUBORDINATED DEBENTURE INDENTURE AND THIS TRUST AGREEMENT, AND PROVIDE
      NOTICE TO SUCH SECURITYHOLDER AND SUCH OTHERS THAT THOSE TERMS AND
      PROVISIONS SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST
      AND SUCH SECURITYHOLDER AND SUCH OTHERS.

      SECTION 10.11 SUCCESSORS. This Trust Agreement shall be binding upon and
shall inure to the benefit of any successor to both the Trust and the Trustees,
including any successor by operation of law.

                                       49


      IN WITNESS WHEREOF, the parties hereto have executed this Trust Agreement
or have caused this Trust Agreement to be executed on their behalf, all as of
the day and year first above written.

                                         D.R. HORTON, INC.

                                         By:____________________________________
                                         Name:__________________________________
                                         Title:_________________________________


                                         _______________________________________

                                         as Property Trustee

                                         By:____________________________________
                                         Name:__________________________________
                                         Title:_________________________________


                                         _______________________________________

                                           as Delaware Trustee

                                         By:____________________________________
                                         Name:__________________________________
                                         Title:_________________________________

                                        ________________________________________
                                        ____________, as Administrative Trustee

                                        ____________, as Administrative Trustee

                                       50


                                    EXHIBIT A

                    AGREEMENT AS TO EXPENSES AND LIABILITIES

      THIS AGREEMENT AS TO EXPENSES AND LIABILITIES (this "Agreement") is made
as of ___________, between D.R. Horton, Inc., a Delaware corporation (the
"Corporation"), and DRH Capital Trust I, a Delaware Statutory Trust (the
"Trust").

      WHEREAS, the Trust intends to issue its Trust Common Securities (the
"Trust Common Securities") to the Corporation and to issue and sell DRH Capital
Trust I ____ % Trust Preferred Securities (the "Trust Preferred Securities")
with such powers, preferences and special rights and restrictions as are set
forth in the Amended and Restated Trust Agreement of the Trust dated as of
_______, ____ as the same may be amended from time to time (the "Trust
Agreement") and acquire Series ____% Subordinated Debentures due _________ (the
"Subordinated Debentures") from the Corporation; and

      WHEREAS, the Corporation is the issuer of the Subordinated Debentures.

      NOW, THEREFORE, in consideration of the purchase by each holder of the
Trust Securities, which purchase the Corporation hereby agrees shall benefit the
Corporation and which purchase the Corporation acknowledges will be made in
reliance upon the execution and delivery of this Agreement, the Corporation and
the Trust hereby agree as follows:

                                    ARTICLE I

      SECTION 1.01. GUARANTEE BY THE CORPORATION. Subject to the terms and
conditions hereof, the Corporation hereby irrevocably and unconditionally
guarantees to each person or entity to whom the Trust is now or hereafter
becomes indebted or liable (the "Beneficiaries") the full payment, when and as
due, of any and all Obligations (as hereinafter defined) to such Beneficiaries.
As used herein, "Obligations" means any indebtedness, expenses or liabilities of
the Trust, other than obligations of the Trust to pay to holders of any Trust
Securities or other similar interests in the Trust the amounts due such holders
pursuant to the terms of the Trust Preferred Securities or such other similar
interests, as the case may be. This Agreement is intended to be for the benefit
of, and to be enforceable by, all such Beneficiaries, whether or not such
Beneficiaries have received notice hereof.


      SECTION 1.02. TERM OF AGREEMENT. This Agreement shall terminate and be of
no further force and effect upon the date on which there are no Beneficiaries
remaining; provided, however, that this Agreement shall continue to be effective
or shall be reinstated, as the case may be, if at any time any holder of Trust
Preferred Securities or any Beneficiary must restore payment of any sums paid
under the Trust Preferred Securities, under any Obligation, under the Trust
Guarantee Agreement dated the date hereof by the Corporation and _____________,
as guarantee trustee, or under this Agreement for any reason whatsoever. This
Agreement is continuing, irrevocable, unconditional and absolute.




      SECTION 1.03. WAIVER OF NOTICE. The Corporation hereby waives notice of
acceptance of this Agreement and of any Obligation to which it applies or may
apply, and the Corporation hereby waives presentment, demand for payment,
protest, notice of nonpayment, notice of dishonor, notice of redemption and all
other notices and demands.

      SECTION 1.04. NO IMPAIRMENT. The obligations, covenants, agreements and
duties of the Corporation under this Agreement shall in no way be affected or
impaired by reason of the happening from time to time of any of the following:

            (a) the extension of time for the payment by the Trust of all or any
      portion of the Obligations or for the performance of any other obligation
      under, arising out of, or in connection with, the Obligations;

            (b) any failure, omission, delay or lack of diligence on the part of
      the Beneficiaries to enforce, assert or exercise any right, privilege,
      power or remedy conferred on the Beneficiaries with respect to the
      Obligations or any action on the part of the Trust granting indulgence or
      extension of any kind; or

            (c) the voluntary or involuntary liquidation, dissolution, sale of
      any collateral, receivership, insolvency, bankruptcy, assignment for the
      benefit of creditors, reorganization, arrangement, composition or
      readjustment of debt of, or other similar proceedings affecting, the Trust
      or any of the assets of the Trust.

      There shall be no obligation of the Beneficiaries to give notice to, or
obtain the consent of, the Corporation with respect to the happening of any of
the foregoing.

      SECTION 1.05. ENFORCEMENT. A Beneficiary may enforce this Agreement
directly against the Corporation and the Corporation waives any right or remedy
to require that any action be brought against the Trust or any other person or
entity before proceeding against the Corporation.

                                   ARTICLE II

      SECTION 2.01. BINDING EFFECT. All guarantees and agreements contained in
this Agreement shall bind the successors, assigns, receivers, trustees and
representatives of the Corporation and shall inure to the benefit of the
Beneficiaries.

      SECTION 2.02. AMENDMENT. So long as there remains any Beneficiary or any
Trust Preferred Securities are outstanding, this Agreement shall not be modified
or amended in any manner adverse to such Beneficiary or to the holders of the
Trust Preferred Securities without their consent.

      SECTION 2.03. NOTICES. Any notice, request or other communication required
or permitted to be given hereunder shall be given in writing by delivering the
same against receipt therefor by facsimile transmission (confirmed by mail), or
by registered or certified mail, addressed as follows (and if so given, shall be
deemed given when mailed), to-wit:

                                       2


                  DRH Capital Trust I
                  c/o D.R. Horton, Inc.
                  1901 Ascension Blvd., Suite 100
                  Arlington, Texas 76006
                  Attention: Chief Financial Officer
                  Facsimile No. (817) 856-8252

                  D.R. Horton, Inc.
                  1901 Ascension Blvd., Suite 100
                  Arlington, Texas 76006
                  Attention: Chief Financial Officer
                  Facsimile No. (817) 856-8252

      SECTION 2.04. CHOICE OF LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

                                       3


      THIS AGREEMENT is executed as of the date and year first above written.

                                   D.R. HORTON, INC.

                                   By:_____________________________________
                                   Name:___________________________________
                                   Title:__________________________________

                                   DRH CAPITAL TRUST I

                                   By:_____________________________________
                                      ____________, as Administrative Trustee

                                   By:_____________________________________
                                      ____________, as Administrative Trustee

                                       4


                                    EXHIBIT B

         THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT AS PROVIDED IN THE
                       TRUST AGREEMENT REFERRED TO HEREIN

           Certificate Number                  Number of Trust Common Securities
                  C-1

                 Certificate Evidencing Trust Common Securities
                                       of
                               DRH Capital Trust I

                             Trust Common Securities
               (Liquidation Amount $__ per Trust Common Security)

      DRH Capital Trust I, a statutory business trust formed under the laws of
the State of Delaware (the "Trust"), hereby certifies that D.R. Horton, Inc.,
(the "Holder") is the registered owner of ______ Trust Common Securities of the
Trust representing undivided beneficial interests in the assets of the Trust and
designated the Trust Common Securities (Liquidation Amount $__ per Trust Common
Security) (the "Trust Common Securities"). In accordance with Section 5.10 of
the Trust Agreement (as defined below) the Trust Common Securities are not
transferable, except by operation of law or to an Affiliate of the Holder or a
permitted successor under Section 801 of the Subordinated Debenture Indenture,
dated as of ____________, ____, between the Holder and _________________, as
trustee, and any attempted transfer hereof shall be void. The designations,
rights, privileges, restrictions, preferences and other terms and provisions of
the Trust Common Securities are set forth in, and this certificate and the Trust
Common Securities represented hereby are issued and shall in all respects be
subject to the terms and provisions of, the Amended and Restated Trust Agreement
of the Trust dated as of _________, as the same may be amended from time to time
(the "Trust Agreement"), including the designation of the terms of the Trust
Common Securities as set forth therein. The Trust will furnish a copy of the
Trust Agreement to the Holder without charge upon written request to the Trust
at its principal place of business or registered office.

      Upon receipt of this certificate, the Holder is bound by the Trust
Agreement and is entitled to the benefits thereunder.



      IN WITNESS WHEREOF, the Administrative Trustees of the Trust have executed
this certificate this _____day of _______, ____.

                                    D.R. HORTON, INC.

                                    By:_____________________________________
                                    Name:___________________________________
                                    Title:__________________________________

                                    DRH CAPITAL TRUST I

                                    By:_____________________________________
                                       ____________, as Administrative Trustee

                                    By:_____________________________________
                                       ____________, as Administrative Trustee

                                       2


                          CERTIFICATE OF AUTHENTICATION

      This is one of the Trust Common Securities referred to in the within
mentioned Trust Agreement.

                                        ________________________________________
                                        ____________, as Administrative Trustee

                                       3


                                    EXHIBIT C

      Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to DRH Capital
Trust I or its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), any transfer, pledge, or other use hereof for value or
otherwise by or to any person is wrongful inasmuch as the registered owner
thereof, Cede & Co., has an interest herein.

        Certificate Number                  Number of Trust Preferred Securities
               P-                                         CUSIP NO.

                Certificate Evidencing Trust Preferred Securities
                                       of
                               DRH Capital Trust I

                       _____ % Trust Preferred Securities
              (Liquidation Amount $__ per Trust Preferred Security)


      DRH Capital Trust I, a statutory business trust formed under the laws of
the State of Delaware (the "Trust"), hereby certifies that ______________ (the
"Holder") is the registered owner of ______ Trust Preferred Securities of the
Trust representing undivided beneficial interests in the assets of the Trust and
designated the DRH Capital Trust I ____ % Trust Preferred Securities
(Liquidation Amount $__ per Trust Preferred Security) (the "Trust Preferred
Securities"). The Trust Preferred Securities are transferable on the books and
records of the Trust, in person or by a duly authorized attorney, upon surrender
of this certificate duly endorsed and in proper form for transfer as provided in
Section 5.04 of the Trust Agreement (as defined below). The designations,
rights, privileges, restrictions, preferences and other terms and provisions of
the Trust Preferred Securities are set forth in, and this certificate and the
Trust Preferred Securities represented hereby are issued and shall in all
respects be subject to the terms and provisions of, the Amended and Restated
Trust Agreement of the Trust, dated as of _________, ____, as the same may be
amended from time to time (the "Trust Agreement"), including the designation of
the terms of Trust Preferred Securities as set forth therein. The holder of this
certificate is entitled to the benefits of a guarantee by D.R. Horton, Inc., a
Delaware corporation (the "Corporation"), pursuant to a Trust Guarantee
Agreement between the Corporation and _______________________________________,
as guarantee trustee, dated as of _________, ____, as the same may be amended
from time to time (the "Trust Guarantee"), to the extent provided therein. The
Trust will furnish a copy of the Trust Agreement and the Trust Guarantee to the
holder of this certificate without charge upon written request to the Trust at
its principal place of business or registered office.




      Upon receipt of this certificate, the holder of this certificate is bound
by the Trust Agreement and is entitled to the benefits thereunder.

      IN WITNESS WHEREOF, the Administrative Trustees of the Trust have executed
this certificate this _____ day of _________, ____.

                                   DRH CAPITAL TRUST I

                                   By:__________________________________________
                                      ____________, as Administrative Trustee

                                   By:__________________________________________
                                      ____________, as Administrative Trustee

                          CERTIFICATE OF AUTHENTICATION

      This is one of the Trust Preferred Securities referred to in the within
mentioned Trust Agreement.

                                        ________________________________________
                                        ____________, as Administrative Trustee

                                       2


                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Trust Preferred
Security to:

(Insert assignee's social security or tax identification number)
______________________________
______________________________
______________________________
______________________________

(Insert address and zip code of assignee)
and irrevocably appoints
______________________________
______________________________
______________________________
______________________________

agent to transfer this Trust Preferred Security Certificate on the books of the
Trust. The agent may substitute another to act for him or her.

Date:_________________________
Signature:_____________________

(Sign exactly as your name appears on the other side of this Trust Preferred
Security Certificate)

                                        3

EX-4.15

Exhibit 4.15

                   FORM OF AMENDED & RESTATED TRUST AGREEMENT

                              DRH CAPITAL TRUST II

                              AMENDED AND RESTATED
                                 TRUST AGREEMENT

                                      AMONG

                        D.R. HORTON, INC., AS DEPOSITOR,


           _______________________________________ AS PROPERTY TRUSTEE

               ______________________________ AS DELAWARE TRUSTEE


                                       AND

                         ____________ AND ____________,

                           AS ADMINISTRATIVE TRUSTEES

                                   DATED AS OF

                            ------------------------


                                TABLE OF CONTENTS

                                                                                                                       
ARTICLE I  DEFINED TERMS...............................................................................................    1
     Section 1.01    DEFINITIONS.......................................................................................    1

ARTICLE II  ESTABLISHMENT OF THE TRUST.................................................................................   10
     Section 2.01    NAME..............................................................................................   10

     Section 2.02    OFFICES OF THE TRUSTEES; PRINCIPAL PLACE OF BUSINESS..............................................   10

     Section 2.03    INITIAL CONTRIBUTION OF TRUST PROPERTY; ORGANIZATIONAL EXPENSES...................................   10

     Section 2.04    ISSUANCE OF THE TRUST PREFERRED SECURITIES........................................................   11

     Section 2.05    SUBSCRIPTION AND PURCHASE OF SUBORDINATED DEBENTURES; ISSUANCE OF THE TRUST COMMON SECURITIES.....   11

     Section 2.06    DECLARATION OF TRUST..............................................................................   11

     Section 2.07    AUTHORIZATION TO ENTER INTO CERTAIN TRANSACTIONS..................................................   11

     Section 2.08    ASSETS OF TRUST...................................................................................   16

     Section 2.09    TITLE TO TRUST PROPERTY...........................................................................   16

     Section 2.10    MERGERS AND CONSOLIDATIONS OF THE TRUST...........................................................   16

ARTICLE III  PAYMENT ACCOUNT...........................................................................................   17
     Section 3.01    PAYMENT ACCOUNT...................................................................................   17

ARTICLE IV  DISTRIBUTIONS; REDEMPTION..................................................................................   18
     Section 4.01    DISTRIBUTIONS.....................................................................................   18

     Section 4.02    REDEMPTION........................................................................................   19

     Section 4.03    SUBORDINATION OF TRUST COMMON SECURITIES..........................................................   21

     Section 4.04    PAYMENT PROCEDURES................................................................................   21

     Section 4.05    TAX RETURNS AND REPORTS...........................................................................   21

ARTICLE V  TRUST SECURITIES CERTIFICATES...............................................................................   22
     Section 5.01    INITIAL OWNERSHIP.................................................................................   22

     Section 5.02    THE TRUST SECURITIES CERTIFICATES.................................................................   22

     Section 5.03    AUTHENTICATION OF TRUST SECURITIES CERTIFICATES...................................................   22

     Section 5.04    REGISTRATION OF TRANSFER AND EXCHANGE OF TRUST PREFERRED SECURITIES CERTIFICATES..................   22

     Section 5.05    MUTILATED, DESTROYED, LOST OR STOLEN TRUST SECURITIES CERTIFICATES................................   23



                                       i


                                                                                                                       
     Section 5.06    PERSONS DEEMED SECURITYHOLDERS....................................................................   23

     Section 5.07    ACCESS TO LIST OF SECURITYHOLDERS' NAMES AND ADDRESSES............................................   24

     Section 5.08    MAINTENANCE OF OFFICE OR AGENCY...................................................................   24

     Section 5.09    APPOINTMENT OF PAYING AGENT.......................................................................   24

     Section 5.10    OWNERSHIP OF TRUST COMMON SECURITIES BY DEPOSITOR.................................................   25

     Section 5.11    BOOK-ENTRY TRUST PREFERRED SECURITIES CERTIFICATES; TRUST COMMON SECURITIES CERTIFICATE...........   25

     Section 5.12    NOTICES TO CLEARING AGENCY........................................................................   26

     Section 5.13    DEFINITIVE TRUST PREFERRED SECURITIES CERTIFICATES................................................   26

     Section 5.14    RIGHTS OF SECURITYHOLDERS.........................................................................   27

ARTICLE VI  ACTS OF SECURITYHOLDERS; MEETINGS; VOTING..................................................................   27
     Section 6.01    LIMITATIONS ON VOTING RIGHTS......................................................................   27

     Section 6.02    NOTICE OF MEETINGS................................................................................   28

     Section 6.03    MEETINGS OF TRUST PREFERRED SECURITYHOLDERS.......................................................   28

     Section 6.04    VOTING RIGHTS.....................................................................................   29

     Section 6.05    PROXIES, ETC. ....................................................................................   29

     Section 6.06    SECURITYHOLDER ACTION BY WRITTEN CONSENT..........................................................   29

     Section 6.07    RECORD DATE FOR VOTING AND OTHER PURPOSES.........................................................   29

     Section 6.08    ACTS OF SECURITYHOLDERS...........................................................................   29

     Section 6.09    INSPECTION OF RECORDS.............................................................................   30

ARTICLE VII  REPRESENTATIONS AND WARRANTIES OF THE PROPERTY TRUSTEE, DELAWARE TRUSTEE AND DEPOSITOR....................   31
     Section 7.01    REPRESENTATIONS AND WARRANTIES OF THE PROPERTY TRUSTEE............................................   31

     Section 7.02    REPRESENTATIONS AND WARRANTIES OF THE DELAWARE TRUSTEE............................................   32

     Section 7.03    REPRESENTATIONS AND WARRANTIES OF DEPOSITOR.......................................................   33

ARTICLE VIII  THE TRUSTEES.............................................................................................   33
     Section 8.01    CERTAIN DUTIES AND RESPONSIBILITIES...............................................................   33

     Section 8.02    NOTICE OF DEFAULTS................................................................................   34

     Section 8.03    CERTAIN RIGHTS OF PROPERTY TRUSTEE................................................................   34

     Section 8.04    NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES............................................   35

     Section 8.05    TRUSTEE MAY HOLD SECURITIES.......................................................................   35

     Section 8.06    COMPENSATION; FEES; INDEMNITY.....................................................................   35



                                       ii


                                                                                                                       
     Section 8.07    TRUSTEES REQUIRED; ELIGIBILITY....................................................................   36

     Section 8.08    CONFLICTING INTERESTS.............................................................................   37

     Section 8.09    CO-PROPERTY TRUSTEES AND SEPARATE TRUSTEE.........................................................   37

     Section 8.10    RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.................................................   38

     Section 8.11    ACCEPTANCE OF APPOINTMENT BY SUCCESSOR............................................................   40

     Section 8.12    MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.......................................   40

     Section 8.13    PREFERENTIAL COLLECTION OF CLAIMS AGAINST DEPOSITOR OR TRUST......................................   40

     Section 8.14    REPORTS BY PROPERTY TRUSTEE.......................................................................   41

     Section 8.15    REPORTS TO THE PROPERTY TRUSTEE...................................................................   41

     Section 8.16    EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT..................................................   41

     Section 8.18    DELEGATION OF POWER...............................................................................   42

     Section 8.19    ENFORCEMENT OF RIGHTS OF PROPERTY TRUSTEE BY SECURITYHOLDERS......................................   42

ARTICLE IX  TERMINATION AND LIQUIDATION................................................................................   43
     Section 9.01    TERMINATION UPON EXPIRATION DATE..................................................................   43

     Section 9.02    EARLY TERMINATION.................................................................................   43

     Section 9.03    TERMINATION.......................................................................................   43

     Section 9.04    LIQUIDATION.......................................................................................   43

     Section 9.05    BANKRUPTCY........................................................................................   45

ARTICLE X  MISCELLANEOUS PROVISIONS....................................................................................   45
     Section 10.01   GUARANTEE BY THE DEPOSITOR........................................................................   45

     Section 10.02   LIMITATION OF RIGHTS OF SECURITYHOLDERS...........................................................   45

     Section 10.03   AMENDMENT.........................................................................................   45

     Section 10.04   SEPARABILITY......................................................................................   47

     Section 10.05   GOVERNING LAW.....................................................................................   47

     Section 10.06   NOTICE OF DEFERRAL OF DISTRIBUTION................................................................   47

     Section 10.07   HEADINGS..........................................................................................   47

     Section 10.08   NOTICE AND DEMAND.................................................................................   47

     Section 10.09   AGREEMENT NOT TO PETITION.........................................................................   48

     Section 10.10   CONFLICT WITH TRUST INDENTURE ACT.................................................................   48

     Section 10.11   SUCCESSORS........................................................................................   49



                                      iii


EXHIBIT A   -           Form of Expense Agreement
EXHIBIT B   -           Form of Trust Common Securities Certificate
EXHIBIT C   -           Form of Trust Preferred Securities Certificate

                                       iv


                              DRH CAPITAL TRUST II

              Certain Sections of this Trust Agreement relating to
                         Sections 310 through 318 of the
                          Trust Indenture Act of 1939:

Trust Indenture Act                                              Trust Agreement



Section                                                                             Section
- -------                                                                             -------
                                                                                 
Section 310(a)(1)................................................................   8.07
           (a)(2)................................................................   8.07
           (a)(3)................................................................   8.09
           (a)(4)................................................................   Not Applicable
           (b)...................................................................   8.08

Section 311(a)...................................................................   8.13
           (b)...................................................................   8.13

Section 312(a)...................................................................   5.07
           (b)...................................................................   5.07
           (c)...................................................................   5.07

Section 313(a)...................................................................   8.14
           (a)(4)................................................................   8.14(b)
           (b)...................................................................   8.14(b)
           (c)...................................................................   8.14(c)
           (d)...................................................................   8.14(b), 8.14(c)

Section 3.14(a)..................................................................   8.15
           (b)...................................................................   Not Applicable
           (c)(1)................................................................   8.15, 8.16
           (c)(2)................................................................   8.16
           (c)(3)................................................................   8.16
           (d)...................................................................   Not Applicable
           (e)...................................................................   8.16

Section 315(a)...................................................................   8.01
           (b)...................................................................   8.02, 8.14(b)
           (c)...................................................................   8.01(a)
           (d)...................................................................   8.01, 8.03
           (e)...................................................................   Not Applicable

Section 316(a)...................................................................   Not Applicable
           (a)(1)(A).............................................................   8.19
           (a)(1)(B).............................................................   8.19
           (a)(2)................................................................   Not Applicable
           (b)...................................................................   Not Applicable
           (c)...................................................................   Not Applicable


                                       v


                                                                                 
Section 317(a)(1)................................................................   Not Applicable
           (a)(2)................................................................   Not Applicable
           (b)...................................................................   5.09

Section 318(a)...................................................................   10.10



Note: This Cross-Reference Table does not constitute part of the Trust Agreement
and shall not affect the interpretation of any of its terms and provisions.

                                       vi


                      AMENDED AND RESTATED TRUST AGREEMENT


      THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of ____________, ___
by and among (i) D.R. Horton, Inc., a Delaware corporation (the "Depositor" or
the "Corporation"), (ii) ___________________________________, as trustee (the
"Property Trustee" and, in its separate corporate capacity and not in its
capacity as Property Trustee, the "Trust Company"), (iii) _____________________,
a corporation duly organized under the laws of the State of Delaware, as
Delaware trustee (the "Delaware Trustee" and in its separate corporate and not
in its capacity as Delaware Trustee, the "Delaware Corporation"), (iv)
____________, an individual, and ____________, an individual, as administrative
trustees (each an "Administrative Trustee" and together the "Administrative
Trustees") (the Property Trustee, the Delaware Trustee and the Administrative
Trustees referred to collectively as the "Trustees") and (v) the several
Holders, as hereinafter defined.


                                   WITNESSETH:

      WHEREAS, the Depositor and certain of the Trustees have heretofore duly
declared and established a statutory trust pursuant to the Delaware Statutory
Trust Act by the execution and filing with the Secretary of State of the State
of Delaware of the Certificate of Trust, dated March 16, 2001 (the "Certificate
of Trust") and by the entering into that certain Trust Agreement, dated as of
March 16, 2001 (the "Original Trust Agreement"), and

      WHEREAS, the parties hereto desire to amend and restate the Original Trust
Agreement in its entirety as set forth herein to provide for, among other
things, (i) the addition of the Trust Company, as trustee of the Trust, (ii) the
acquisition by the Trust from the Depositor of all of the right, title and
interest in certain subordinated debentures of the Depositor, (iii) the issuance
of the Trust Common Securities by the Trust to the Depositor, and (iv) the
issuance and sale of the Trust Preferred Securities by the Trust pursuant to the
Underwriting Agreement.

      NOW THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the sufficiency of
which is hereby acknowledged, each party, for the benefit of the other parties
and for the benefit of the Securityholders, hereby amends and restates the
Original Trust Agreement in its entirety and agrees as follows:

                                    ARTICLE I

                                  DEFINED TERMS

      SECTION 1.01 DEFINITIONS. For all purposes of this Trust Agreement, except
as otherwise expressly provided or unless the context otherwise requires:

            (a) the terms defined in this Article have the meanings assigned to
      them in this Article and include the plural as well as the singular;

            (b) all other terms used herein that are defined in the Trust
      Indenture Act, either directly or by reference therein, have the meanings
      assigned to them therein;



            (c) unless the context otherwise requires, any reference to an
      "Article" or a "Section" refers to an Article or a Section, as the case
      may be, of this Trust Agreement; and

            (d) the words "herein," "hereof" and "hereunder" and other words of
      similar import refer to this Trust Agreement as a whole and not to any
      particular Article, Section or other subdivision.

            "Act" has the meaning specified in Section 6.08.

            "Additional Amount" means, with respect to Trust Securities of a
      given Liquidation Amount and/or a given period, an amount equal to the
      Additional Interest (as defined in clause (ii) of the definition of
      "Additional Interest" in the Subordinated Debenture Indenture) paid by the
      Depositor on a Like Amount of Subordinated Debentures for such period.

            "Administrative Trustee" means each of the individuals identified as
      an "Administrative Trustee" in the preamble to this Trust Agreement solely
      in their capacities as Administrative Trustees of the Trust formed and
      continued hereunder and except as specifically provided to the contrary
      herein and not in their individual capacities, or such trustee's
      successor(s) in interest in such capacity, or any successor
      "Administrative Trustee" appointed as herein provided.

            "Affiliate" of any specified Person means any other Person directly
      or indirectly controlling or controlled by or under direct or indirect
      common control with such specified Person. For the purposes of this
      definition, control when used with respect to any specified Person means
      the power to direct the management and policies of such Person, directly
      or indirectly, whether through the ownership of voting securities, by
      contract or otherwise; and the terms "controlling" and "controlled" have
      meanings correlative to the foregoing.

            "Bankruptcy Event" means, with respect to any Person:

                  (i) the entry by a court having jurisdiction in the premises
            of (A) a decree or order for relief in respect of such Person in an
            involuntary case or proceeding under any applicable federal or state
            bankruptcy, insolvency, reorganization or other similar law or (B) a
            decree or order adjudging such Person a bankrupt or insolvent, or
            approving as properly filed a petition seeking reorganization,
            arrangement, adjustment or composition of or in respect of such
            Person under any applicable federal or state law, or appointing a
            custodian, receiver, liquidator, assignee, trustee, sequestrator or
            other similar official of such Person or of any substantial part of
            its property, or ordering the winding up or liquidation of its
            affairs, and the continuance of any such decree or order for relief
            or any such other decree or order unstayed and in effect for a
            period of 60 consecutive days; or

                  (ii) the commencement by such Person of a voluntary case or
            proceeding under any applicable federal or state bankruptcy,
            insolvency,

                                       2


            reorganization or other similar law or of any other case or
            proceeding to be adjudicated a bankrupt or insolvent, or the consent
            by it to the entry of a decree or order for relief in respect of
            such Person in an involuntary case or proceeding under any
            applicable federal or state bankruptcy, insolvency, reorganization
            or other similar law or to the commencement of any bankruptcy or
            insolvency case or proceeding against it, or the filing by it of a
            petition or answer or consent seeking reorganization or relief under
            any applicable federal or state law, or the consent by it to the
            filing of such petition or to the appointment of or taking
            possession by a custodian, receiver, liquidator, assignee, trustee,
            sequestrator or other similar official of the Corporation or of any
            substantial part of its property, or the making by it of an
            assignment for the benefit of creditors, or the admission by it in
            writing of its inability to pay its debts generally as they become
            due, or the authorization of any such action by the board of
            directors of such Person.

            "Bankruptcy Laws" has the meaning specified in Section 10.09.

            "Beneficiaries" has the meaning specified in Section 10.01.

            "Board Resolution" means a resolution or a copy thereof certified by
      the Secretary, an Assistant Secretary or other Officer of the Depositor to
      have been duly adopted by the Depositor's Board of Directors or a duly
      authorized committee thereof and to be in full force and effect on the
      date of such certification, and delivered to the Trustees.

            "Book-Entry Trust Preferred Securities Certificates" means
      certificates representing Trust Preferred Securities issued in global,
      fully registered form to the Clearing Agency as described in Section 5.11.

            "Business Day" means a day other than (i) a Saturday or a Sunday,
      (ii) a day on which banks in New York, New York are authorized or
      obligated by law or executive order to remain closed or (iii) a day on
      which the Corporate Trust Office or the Indenture Trustee's principal
      corporate trust office is closed for business.

            "Clearing Agency" means an organization registered as a "clearing
      agency" pursuant to Section 17A of the Exchange Act. The Depository Trust
      Company will be the initial Clearing Agency.

            "Clearing Agency Participant" means a broker, dealer, bank, other
      financial institution or other Person for which from time to time a
      Clearing Agency effects book-entry transfers and pledges of securities
      deposited with the Clearing Agency pursuant to the rules of such Clearing
      Agency or an agreement between the Clearing Agency and such Person in the
      customary form.

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

            "Commission" means the Securities and Exchange Commission, as from
      time to time constituted, created under the Exchange Act, or, if at any
      time after the execution of

                                       3


      this instrument such Commission is not existing and performing the duties
      now assigned to it under the Trust Indenture Act then the body performing
      such duties at such time.

            "Corporate Trust Office" means the office of the Property Trustee
      located in New York, New York at which its corporate trust business shall
      be principally administered.

            "Corporation" means D.R. Horton, Inc., its successors and assigns.

            "Debenture Indenture Event of Default" means an "Event of Default"
      as defined in the Subordinated Debenture Indenture with respect to the
      Subordinated Debentures.

            "Debenture Indenture Redemption Date" means "Redemption Date", as
      defined in the Subordinated Debenture Indenture.

            "Definitive Trust Preferred Securities Certificates" means either or
      both (as the context requires) of (i) Trust Preferred Securities
      Certificates issued in certificated, fully registered form as provided in
      Section 5.11(a) and (ii) Trust Preferred Securities Certificates issued in
      certificated, fully registered form as provided in Section 5.13.

            "Delaware Statutory Trust Act" means Chapter 38 of Title 12 of the
      Delaware Code, 12 Del. Code Section 3801 et seq., as it may be amended
      from time to time.


            "Delaware Corporation" means _______________________________ in its
      separate corporate capacity.


            "Delaware Trustee" means the corporation identified as the "Delaware
      Trustee" and has the meaning specified in the preamble to this Trust
      Agreement solely in its capacity as Delaware Trustee of the Trust formed
      and continued hereunder and except as specifically provided to the
      contrary herein, not in its individual capacity, or its successor in
      interest in such capacity, or any successor Delaware Trustee appointed as
      herein provided.

            "Depositor" means D.R. Horton, Inc., in its capacity as "Depositor"
      under this Trust Agreement, its successors and assigns.

            "Distribution Date" has the meaning specified in Section 4.01(a).

            "Distributions" means amounts payable in respect of the Trust
      Securities as provided in Section 4.01.

            "Early Termination Event" has the meaning specified in Section 9.02.

            "Event of Default" means any one of the following events (whatever
      the reason for such Event of Default and whether it shall be voluntary or
      involuntary or be effected by operation of law or pursuant to any
      judgment, decree or order of any court or any order, rule or regulation of
      any administrative or governmental body):

                  (i) the occurrence of a Debenture Indenture Event of Default;
            or

                                       4


                  (ii) default by the Trust in the payment of any Distribution
            when it becomes due and payable, and continuation of such default
            for a period of 30 days; or

                  (iii) default by the Trust in the payment of any Redemption
            Price of any Trust Security when it becomes due and payable; or

                  (iv) default in the performance, or breach, of any covenant or
            warranty of the Trustees in this Trust Agreement (other than a
            covenant or warranty a default in whose performance or breach is
            dealt with in clause (ii) or (iii) above) and continuation of such
            default or breach for a period of 60 days after there has been
            given, by registered or certified mail, to the Trustees by the
            Holders of at least 25% in Liquidation Amount of the Outstanding
            Trust Preferred Securities a written notice specifying such default
            or breach and requiring it to be remedied and stating that such
            notice is a "Notice of Default" hereunder; or

                  (v) the occurrence of a Bankruptcy Event with respect to the
            Trust.

            "Expense Agreement" means the Agreement as to Expenses and
      Liabilities between the Corporation and the Trust, substantially in the
      form attached as Exhibit A, as amended from time to time.

            "Expiration Date" has the meaning specified in Section 9.01.

            "Exchange Act" means the Securities Exchange Act of 1934, as amended
      from time to time, or any successor legislation, with a similar purpose
      and effect.

            "Extension Period" has the meaning specified in Section 4.01(b).

            "Indenture Trustee" means the trustee under the Subordinated
      Debenture Indenture.

            "Investment Company Act" means the Investment Company Act of 1940,
      as amended from time to time, or any successor legislation.

            "Issue Date" means the date of the original issuance and delivery of
the Trust Securities by the Administrative Trustees.

            "Legal Action" has the meaning specified in Section 2.07(A)(iv).

            "Lien" means any lien, pledge, charge, encumbrance, mortgage, deed
      of trust, adverse ownership interest, hypothecation, assignment, security
      interest or preference, priority or other security agreement or
      preferential arrangement of any kind or nature whatsoever.

            "Like Amount" means (i) Trust Securities having a Liquidation Amount
      equal to the principal amount of Subordinated Debentures to be
      contemporaneously redeemed in accordance with the Subordinated Debenture
      Indenture and the proceeds of which will be

                                       5


      used to pay the Redemption Price of such Trust Securities and (ii)
      Subordinated Debentures having a principal amount equal to the Liquidation
      Amount of the Trust Securities of the Holder to whom such Subordinated
      Debentures are distributed.

            "Liquidation Amount" means the stated amount of [$__] per Trust
      Security.

            "Liquidation Date" means the date on which Subordinated Debentures
      are to be distributed to Holders of Trust Securities in connection with a
      liquidation of the Trust pursuant to Section 9.04.

            "Liquidation Distribution" has the meaning specified in Section
      9.05.

            "Obligations" has the meaning specified in Section 10.01.

            "Officers' Certificate" means a certificate signed by the Chairman
      of the Board, the Chief Executive Officer, the President or a Vice
      President, and by the Chief Financial Officer, the Treasurer, an Assistant
      Treasurer, the Controller, the Secretary or an Assistant Secretary, of the
      Depositor, and delivered to the appropriate Trustee. One of the officers
      signing an Officers' Certificate to be delivered by the Depositor pursuant
      to Section 8.16 shall be the principal executive, financial or accounting
      officer of the Depositor. An Officers' Certificate delivered with respect
      to compliance with a condition or covenant provided for in this Trust
      Agreement shall include:

                  (a) a statement that each officer signing the Officers'
            Certificate has read such covenant or condition and the definitions
            herein relating thereto;

                  (b) a brief statement as to the nature and scope of the
            examination or investigation upon which the statements or opinions
            contained in the Officers' Certificate are based;

                  (c) a statement that, in the opinion of each such officer, he
            has made such examination or investigation as is necessary to enable
            him to express an informed opinion as to whether or not such
            covenant or condition has been complied with; and

                  (d) a statement as to whether, in the opinion of each such
            officer, such condition or covenant has been complied with.

            "OID" means "original issue discount" as that term or any
      substantially similar subsequent term is defined in the Internal Revenue
      Code of 1986, as amended.

            "Opinion of Counsel" means a written opinion of counsel, who may be
      counsel for the Trust, the Trustees or the Depositor and may be an
      employee of the Trust, the Trustees or the Depositor, and who shall be
      reasonably acceptable to the Property Trustee. Any Opinion of Counsel
      pertaining to federal income tax matters may rely on published rulings of
      the Internal Revenue Service.

                                       6


            "Original Trust Agreement" has the meaning specified in the recitals
      to this Trust Agreement.

            "Outstanding", when used with respect to Trust Preferred Securities,
      means, as of the date of determination, all Trust Preferred Securities
      theretofore authenticated and delivered under this Trust Agreement,
      except:

                  (i) Trust Preferred Securities theretofore canceled by the
            Administrative Trustees or delivered to the Administrative Trustees
            for cancellation;

                  (ii) Trust Preferred Securities for whose payment or
            redemption money in the necessary amount has been theretofore
            deposited with the Property Trustee or any Paying Agent for the
            Holders of such Trust Preferred Securities; provided that if such
            Trust Preferred Securities are to be redeemed, notice of such
            redemption has been duly given pursuant to this Trust Agreement or
            provision therefor satisfactory to the Property Trustee has been
            made; and

                  (iii) Trust Preferred Securities in exchange for or in lieu of
            which other Trust Preferred Securities have been authenticated and
            delivered pursuant to this Trust Agreement; provided, however, that
            in determining whether the Holders of the requisite Liquidation
            Amount of the Outstanding Trust Preferred Securities have given any
            request, demand, authorization, direction, notice, consent or waiver
            hereunder, Trust Preferred Securities owned, whether of record or
            beneficially, by the Depositor, the Holder of the Trust Common
            Securities, any Administrative Trustee or any Affiliate of the
            Depositor or any Administrative Trustee shall be disregarded and
            deemed not to be Outstanding, except that (a) in determining whether
            any Trustee shall be protected in relying upon any such request,
            demand, authorization, direction, notice, consent or waiver, only
            Trust Preferred Securities which such Trustee knows to be so owned
            shall be so disregarded and (b) the foregoing shall not apply at any
            time when all of the outstanding Trust Preferred Securities are
            owned by the Depositor, the Holder of the Trust Common Securities,
            one or more Administrative Trustees and/or any such Affiliate. Trust
            Preferred Securities so owned which have been pledged in good faith
            may be regarded as Outstanding if the pledgee establishes to the
            satisfaction of the Administrative Trustees the pledgee's right so
            to act with respect to such Trust Preferred Securities and that the
            pledgee is not the Depositor or any Affiliate of the Depositor.

            "Owner" means each Person who is the beneficial owner of a
      Book-Entry Trust Preferred Securities Certificate as reflected in the
      records of the Clearing Agency or, if a Clearing Agency Participant is not
      the Owner, then as reflected in the records of a Person maintaining an
      account with such Clearing Agency (directly or indirectly, in accordance
      with the rules of such Clearing Agency).

            "Paying Agent" means any paying agent or co-paying agent appointed
      pursuant to Section 5.09 and shall initially be the Property Trustee.

                                       7


            "Payment Account" means a segregated non-interest-bearing corporate
      trust account established pursuant to Section 3.01 and maintained by the
      Property Trustee for the benefit of the Securityholders in which all
      amounts paid in respect of the Subordinated Debentures will be held and
      from which the Property Trustee shall make payments to the Securityholders
      in accordance with Section 4.01.

            "Person" means an individual, corporation, partnership, joint
      venture, trust, estate, limited liability company or corporation,
      unincorporated organization or government or any agency or political
      subdivision thereof.

            "Property Trustee" means the commercial bank or trust company
      identified as the "Property Trustee" in the preamble to this Trust
      Agreement solely in its capacity as Property Trustee of the Trust formed
      and continued hereunder and except as specifically provided to the
      contrary herein not in its individual capacity, or its successor in
      interest in such capacity, or any successor "Property Trustee" as herein
      provided.

            "Redemption Date" means, with respect to any Trust Security to be
      redeemed, the date fixed for such redemption by or pursuant to this Trust
      Agreement; provided that each Debenture Indenture Redemption Date shall be
      a Redemption Date for a Like Amount of Trust Securities.

            "Redemption Price" means, with respect to any date fixed for
      redemption of any Trust Security, the Liquidation Amount of such Trust
      Security, plus accrued and unpaid Distributions to such date.

            "Relevant Trustee" has the meaning specified in Section 8.10.

            "Securities Act" means the Securities Act of 1933, as amended from
      time to time, or any successor legislation with a similar purpose and
      effect.

            "Security Register" and "Security Registrar" are described in
      Section 5.04.

            "Securityholder" or "Holder" means a Person in whose name a Trust
      Security is or Securities are registered in the Security Register; any
      such Person is a beneficial owner within the meaning of the Delaware
      Statutory Trust Act.

            "Subordinated Debentures" means the $_________ aggregate principal
      amount of the Depositor's Series _____ % Subordinated Debentures due
      _____, _____ issued pursuant to the Subordinated Debenture Indenture.

            "Subordinated Debenture Indenture" means the Subordinated Debenture
      Indenture, dated as of ______________, between the Depositor and the
      Indenture Trustee, as supplemented by the Supplemental Indenture.

            "Successor Securities" has the meaning specified in Section 2.10.

            "Supplemental Indenture" means the Indenture, dated as of
      _________________, by and between the Depositor and the Indenture Trustee
      for the purpose of supplementing

                                       8


      the Subordinated Debenture Indenture entered into in connection with the
      Subordinated Debentures.

            "Trust" means the Delaware statutory trust continued hereby and
      identified on the cover page to this Trust Agreement.

            "Trust Agreement" means this Amended and Restated Trust Agreement,
      as the same may be modified, amended or supplemented in accordance with
      the applicable provisions hereof, including all exhibits hereto,
      including, for an purposes of this Amended and Restated Trust Agreement
      and any modification, amendment or supplement, the provisions of the Trust
      Indenture Act that are deemed to be a part of and govern this Amended and
      Restated Trust Agreement and any such modification, amendment or
      supplement, respectively.

            "Trust Common Securities Certificate" means a certificate evidencing
      ownership of a Trust Common Security or Securities, substantially in the
      form attached as Exhibit C.

            "Trust Common Security" means an undivided beneficial ownership
      interest in the assets of the Trust having a Liquidation Amount of $__ and
      having the rights provided therefor in this Trust Agreement, including the
      right to receive Distributions and a Liquidation Distribution as provided
      herein.

            "Trust Company" has the meaning specified in the preamble to this
      Trust Agreement.

            "Trustees" means the Persons identified as "Trustees" in the
      preamble to this Trust Agreement solely in their capacities as Trustees of
      the Trust formed hereunder and except as specifically provided to the
      contrary herein not in their individual capacities, or any successor in
      interest in such capacity, or any successor trustee appointed as herein
      provided.

            "Trust Guarantee" means the Trust Guarantee Agreement executed and
      delivered by the Corporation and American Stock Transfer & Trust Company,
      as Guarantee Trustee, contemporaneously with the execution and delivery of
      this Trust Agreement, for the benefit of the Holders of the Trust
      Preferred Securities, as amended from time to time.

            "Trust Indenture Act" means the Trust Indenture Act of 1939 as in
      force at the date as of which this instrument was executed; provided,
      however, that in the event the Trust Indenture Act of 1939 is amended
      after such date, "Trust Indenture Act" means, to the extent required by
      any such amendment, the Trust Indenture Act of 1939 as so amended.

            "Trust Preferred Securities Certificate" means a certificate
      evidencing ownership of a Trust Preferred Security or Securities,
      substantially in the form attached as Exhibit D.

                                       9


            "Trust Preferred Security" means an undivided beneficial ownership
      interest in the assets of the Trust having a Liquidation Amount of $__ and
      having rights and preferences provided therefor in this Trust Agreement,
      including the right to receive Distributions and a Liquidation
      Distribution as provided herein.

            "Trust Property" means (i) the Subordinated Debentures, (ii) any
      cash on deposit in, or amounts owing to, the Payment Account, and (iii)
      all proceeds and rights in respect of the foregoing and any other property
      and assets for the time being held or deemed to be held by the Property
      Trustee pursuant to this Trust Agreement.

            "Trust Securities Certificate" means any one of the Trust Common
      Securities Certificates or the Trust Preferred Securities Certificates.

            "Trust Security" means any one of the Trust Common Securities or the
      Trust Preferred Securities.

            "Underwriting Agreement" means the Underwriting Agreement, dated as
      of ___________________ among the Trust, the Depositor and the underwriters
      named therein.

                                   ARTICLE II

                           ESTABLISHMENT OF THE TRUST

      SECTION 2.01 NAME. The Trust continued hereby shall be known as "DRH
Capital Trust II" in which name the Trustees may conduct the business of the
Trust, make and execute contracts and other instruments on behalf of the Trust
and sue and be sued. The Administrative Trustees may change the name of the
Trust from time to time following written notice to the Holders.


      SECTION 2.02 OFFICES OF THE TRUSTEES; PRINCIPAL PLACE OF BUSINESS. The
address of the Property Trustee is __________________________________________,
________________________________ or at such other address as the Property
Trustee may designate by written notice to the Securityholders and the
Depositor. The principal place of business of the Delaware Trustee is
____________________________________________________________________________, or
at such other address in Delaware as the Delaware Trustee may designate by
notice to the Depositor. The address of the Administrative Trustees is c/o D.R.,
Horton, Inc., 1901 Ascension Blvd, Suite 100, Arlington, Texas 76006, Attention:
Chief Executive Officer. The principal place of business of the Trust is D.R.,
Horton, Inc., 1901 Ascension Blvd, Suite 100, Arlington, Texas 76006. The
Depositor may change the principal place of business of the Trust at any time by
giving notice thereof to the Trustees.


      SECTION 2.03 INITIAL CONTRIBUTION OF TRUST PROPERTY; ORGANIZATIONAL
EXPENSES. The Trustees acknowledge receipt in trust from the Depositor in
connection with the Original Trust Agreement of the sum of $10, which
constituted the initial Trust Property. The Depositor shall pay organizational
expenses of the Trust as they arise or shall, upon request of the Trustees,
promptly reimburse the Trustees for any such expenses paid by the Trustees. The
Depositor shall make no claim upon the Trust Property for the payment of such
expenses.

                                       10


      SECTION 2.04 ISSUANCE OF THE TRUST PREFERRED SECURITIES. Contemporaneously
with the execution and delivery of this Trust Agreement, the Administrative
Trustees, on behalf of the Trust, shall execute and deliver to the underwriters
named in the Underwriting Agreement Trust Preferred Securities Certificates,
registered in the name of the nominee of the initial Clearing Agency, in an
aggregate amount of Trust Preferred Securities having an aggregate Liquidation
Amount of $_________ (the "Trust Preferred Securities") against receipt of the
aggregate purchase price of such Trust Preferred Securities of $__________,
which amount the Administrative Trustees shall promptly deliver to the Property
Trustee.

      SECTION 2.05 SUBSCRIPTION AND PURCHASE OF SUBORDINATED DEBENTURES;
ISSUANCE OF THE TRUST COMMON SECURITIES. Contemporaneously with the execution
and delivery of this Trust Agreement, the Administrative Trustees, on behalf of
the Trust, shall execute and deliver to the Depositor Trust Common Securities
Certificates, registered in the name of the Depositor, in an aggregate amount of
Trust Common Securities having an aggregate Liquidation Amount of $__________
against payment by the Depositor of such amount. Contemporaneously therewith,
the Administrative Trustees, on behalf of the Trust, shall subscribe to and
purchase from the Depositor Subordinated Debentures, registered in the name of
the Property Trustee, on behalf of the Trust and the Holders, and having an
aggregate principal amount equal to $___________ and, in satisfaction of the
purchase price for such Subordinated Debentures, the Property Trustee, on behalf
of the Trust, shall deliver to the Depositor the sum of $___________.

      SECTION 2.06 DECLARATION OF TRUST. The exclusive purposes and functions of
the Trust are (i) to issue and sell the Trust Securities, (ii) to use the
proceeds from such sale to acquire the Subordinated Debentures, and (iii) to
engage in only those other activities necessary, appropriate, convenient or
incidental thereto. The Depositor hereby appoints each of the Trust Company, the
Delaware Trustee, ____________ and ____________, as trustees of the Trust, to
have all the rights, powers and duties to the extent set forth herein. The
Property Trustee hereby declares that it will hold the Trust Property upon and
subject to the conditions set forth herein subject to the conditions set forth
herein for the benefit of the Trust and the Securityholders. The Trustees shall
have all rights, powers and duties set forth herein and in accordance with
applicable law with respect to accomplishing the purposes of the Trust. Except
as may be required under the Delaware Statutory Trust Act, the Delaware Trustee
shall not be entitled to exercise any powers, nor shall the Delaware Trustee
have any of the duties and responsibilities of any other Trustee set forth
herein. The Delaware Trustee shall be one of the Trustees for the sole and
limited purpose of fulfilling the requirements of Section 3807(a) of the
Delaware Statutory Trust Act. The Certificate of Trust of the Trust and all
amendments thereto have been filed with the office of the Secretary of State of
the State of Delaware and such filings are hereby confirmed and ratified.

      SECTION 2.07 AUTHORIZATION TO ENTER INTO CERTAIN TRANSACTIONS. The
Trustees shall conduct the affairs of the Trust in accordance with the terms of
this Trust Agreement. Subject to the limitations set forth in paragraph (C) of
this Section, and in accordance with the following paragraphs (A) and (B), the
Trustees shall have the authority to enter into all transactions and agreements
determined by the Trustees to be appropriate in exercising the authority,
express (in the case of the Property Trustee) or implied, otherwise granted to
the Trustees under this Trust Agreement, and to perform all acts in furtherance
thereof, including without limitation, the following:

                                       11


            (A) As among the Trustees, the Administrative Trustees, acting
      singly or jointly, shall have the exclusive power, duty and authority to
      act on behalf of the Trust with respect to the following matters:

                  (i) to acquire the Subordinated Debentures with the proceeds
            of the sale of the Trust Securities; provided, however, the
            Administrative Trustees shall cause legal title to all of the
            Subordinated Debentures to be vested in, and the Subordinated
            Debentures to be held of record in the name of, the Property Trustee
            for the benefit of the Trust and the Holders of the Trust
            Securities;

                  (ii) to deliver to the Depositor and the Property Trustee
            prompt written notice of the occurrence of any Special Event (as
            defined in the Supplemental Indenture) and to take any ministerial
            actions in connection therewith; provided that the Administrative
            Trustees shall consult with the Depositor and the Property Trustee
            before taking or refraining to take any ministerial action in
            relation to a Special Event;

                  (iii) to establish a record date with respect to all actions
            to be taken hereunder that require a record date be established,
            including for the purposes of Section 316(c) of the Trust Indenture
            Act and with respect to Distributions, voting rights, redemptions,
            and exchanges, and to issue relevant notices to Holders of the Trust
            Securities as to such actions and applicable record dates;

                  (iv) to bring or defend, pay, collect, compromise, arbitrate,
            resort to legal action, or otherwise adjust claims or demands of or
            against the Trust ("Legal Action"), unless pursuant to Section
            2.07(B)(v), the Property Trustee has the power to bring such Legal
            Action;

                  (v) to employ or otherwise engage employees and agents (who
            may be designated as officers with titles) and managers,
            contractors, advisors, and consultants and pay reasonable
            compensation for such services;

                  (vi) to cause the Trust to comply with the Trust's obligations
            under the Trust Indenture Act;

                  (vii) to give the certificate to the Property Trustee required
            by Section 314(a)(4) of the Trust Indenture Act, which certificate
            may be executed by any Administrative Trustee;

                  (viii) to take all actions and perform such duties as may be
            required of the Administrative Trustees pursuant to the terms of
            this Trust Agreement;

                  (ix) to take all action that may be necessary or appropriate
            for the preservation and the continuation of the Trust's valid
            existence, rights, franchises and privileges as a statutory business
            trust under the laws of the State of Delaware and of each other
            jurisdiction in which such existence is necessary to protect the
            limited liability of the Holders of the Trust Securities or to
            enable the Trust to effect the purposes for which the Trust has been
            created;

                                       12


                  (x) to take all action necessary to cause all applicable tax
            returns and tax information reports that are required to be filed
            with respect to the Trust to be duly prepared and filed by the
            Administrative Trustees, on behalf of the Trust;

                  (xi) to issue and sell the Trust Securities;

                  (xii) to cause the Trust to enter into, and to execute,
            deliver and perform on behalf of the Trust, the Expense Agreement
            and such other agreements as may be necessary or desirable in
            connection with the consummation hereof;

                  (xiii) to assist in the registration of the Trust Preferred
            Securities under the Securities Act and under state securities or
            blue sky laws, and the qualification of the Trust Agreement as a
            trust indenture under the Trust Indenture Act;

                  (xiv) to assist in the listing of the Trust Preferred
            Securities upon the New York Stock Exchange or such securities
            exchange or exchanges as may be determined by the Depositor and, if
            required, the registration of the Trust Preferred Securities under
            the Exchange Act, and the preparation and filing of all periodic and
            other reports and other documents pursuant to the foregoing;

                  (xv) to send notices (other than notices of default) and other
            information regarding the Trust Securities and the Subordinated
            Debentures to the Securityholders in accordance with this Trust
            Agreement;

                  (xvi) to appoint a Paying Agent (subject to Section 5.09),
            authenticating agent and Security Registrar in accordance with this
            Trust Agreement;

                  (xvii) to register transfers of the Trust Securities in
            accordance with this Trust Agreement;

                  (xviii) to assist in the winding up of the affairs of and
            termination of the Trust as provided in this Trust Agreement; and

                  (xix) to take any action incidental to the foregoing as the
            Administrative Trustees may from time to time determine is
            necessary, appropriate, convenient or advisable to protect and
            conserve the Trust Property for the benefit of the Securityholders
            (without consideration of the effect of any such action on any
            particular Securityholder).

            (B) As among the Trustees, the Property Trustee shall have the
      exclusive power, duty and authority to act on behalf of the Trust with
      respect to the following matters:

                  (i) engage in such ministerial activities as shall be
            necessary or appropriate to effect promptly the redemption of the
            Trust Securities to the extent the Subordinated Debentures are
            redeemed or mature;

                                       13


                  (ii) upon notice of distribution issued by the Administrative
            Trustees in accordance with the terms of this Trust Agreement,
            engage in such ministerial activities as shall be necessary or
            appropriate to effect promptly the distribution pursuant to the
            terms of this Trust Agreement of Subordinated Debentures to Holders
            of Trust Securities;

                  (iii) subject to the terms hereof, exercise all of the rights,
            powers and privileges of a holder of the Subordinated Debentures
            under the Subordinated Debenture Indenture and, if an Event of
            Default occurs and is continuing, enforce for the benefit of, and
            subject to the rights of, the Holders of the Trust Securities, its
            rights as holder of the Subordinated Debentures under the
            Subordinated Debenture Indenture;

                  (iv) take all actions and perform such duties as may be
            specifically required of the Property Trustee pursuant to the terms
            of this Trust Agreement;

                  (v) take any Legal Action which arises out of or in connection
            with an Event of Default or the Property Trustee's duties and
            obligations under this Trust Agreement, the Delaware Statutory Trust
            Act or the Trust Indenture Act;

                  (vi) the establishment and maintenance of the Payment Account;

                  (vii) the receipt of and holding of legal title to the
            Subordinated Debentures as described herein;

                  (viii) the collection of interest, principal and any other
            payments made in respect of the Subordinated Debentures in the
            Payment Account;

                  (ix) the distribution of amounts received in the Payment
            Account and owed to the Securityholders in respect of the Trust
            Securities;

                  (x) the sending of notices of default and other information
            regarding the Trust Securities and the Subordinated Debentures to
            the Securityholders in accordance with this Trust Agreement;

                  (xi) the distribution of the Trust Property in accordance with
            the terms of this Trust Agreement;

                  (xii) the winding up of the affairs of and termination of the
            Trust as provided in this Trust Agreement, and the preparation,
            execution and filing of the certificate of cancellation with the
            Secretary of State of the State of Delaware; and

                  (xiii) the taking of any action incidental to the foregoing as
            the Property Trustee may from time to time determine is necessary,
            appropriate, convenient or advisable to protect and conserve the
            Trust Property for the benefit of the Securityholders (without
            consideration of the effect of any such action on any particular
            Securityholder).

                                       14


            (C) So long as this Trust Agreement remains in effect, the Trust (or
      the Trustees acting on behalf of the Trust) shall not undertake any
      business, activity or transaction except as expressly provided herein or
      contemplated hereby. In particular, the Trustees acting on behalf of the
      Trust shall not (i) acquire any investments or engage in any activities
      not authorized by this Trust Agreement, (ii) sell, assign, transfer,
      exchange, pledge, set-off or otherwise dispose of any of the Trust
      Property or interests therein, including to Securityholders, except as
      expressly provided herein, (iii) take any action that would cause the
      Trust to fail or cease to qualify as a grantor trust for United States
      federal income tax purposes, (iv) incur any indebtedness for borrowed
      money, (v) take or consent to any action that would result in the
      placement of a Lien on any of the Trust Property, (vi) issue any
      securities other than the Trust Securities, or (vii) have any power to, or
      agree to any action by the Depositor that would, vary the investment
      (within the meaning of Treasury Regulation Section 301.7701-4(c)) of the
      Trust or of the Securityholders. The Trustees shall defend all claims and
      demands of all Persons at any time claiming any Lien on any of the Trust
      Property adverse to the interest of the Trust or the Securityholders in
      their capacity as Securityholders.

            (D) In connection with the issue and sale of the Trust Preferred
      Securities, the Depositor shall have the right and responsibility to
      assist the Trust with respect to, or effect on behalf of the Trust, the
      following (and any actions taken by the Depositor in furtherance of the
      following prior to the date of this Trust Agreement are hereby ratified
      and confirmed in all respects):

                  (i) to prepare for filing by the Trust with the Commission a
            registration statement on Form S-3 under the Securities Act
            (including a registration statement for delayed offerings by the
            Depositor, the Trust and other registrants in accordance with Rule
            415 under the Securities Act) in relation to the Trust Preferred
            Securities, including any amendments thereto and prospectus
            supplements in respect thereof;

                  (ii) to determine the states in which to take appropriate
            action to qualify or register for sale all or part of the Trust
            Preferred Securities and to do any and all such acts, other than
            actions which must be taken by or on behalf of the Trust, and advise
            the Trustees of actions they must take on behalf of the Trust, and
            prepare for execution and filing any documents to be executed and
            filed by the Trust or on behalf of the Trust, as the Depositor deems
            necessary or advisable in order to comply with the applicable laws
            of any such states;

                  (iii) to prepare for filing by the Trust an application to any
            other national stock exchange or the New York Stock Exchange for
            listing upon notice of issuance of any Trust Preferred Securities;

                  (iv) to prepare for filing by the Trust with the Commission a
            registration statement on Form 8-A relating to the registration of
            the Trust Preferred Securities under Section 12(b) or 12(g) of the
            Exchange Act, including any amendments thereto;

                                       15


                  (v) to negotiate the terms of the Underwriting Agreement
            providing for the sale of the Trust Preferred Securities and to
            execute, deliver and perform the Underwriting Agreement on behalf of
            the Trust;

                  (vi) to negotiate the terms of an agreement with the
            Depository Trust Company relating to the Trust Preferred Securities
            and to execute, deliver and perform the agreement on behalf of the
            Trust; and

                  (vii) any other actions necessary, incidental, appropriate or
            convenient to carry out any of the foregoing activities.

            (E) Notwithstanding anything herein to the contrary, the
      Administrative Trustees are authorized and directed to conduct the affairs
      of the Trust and to operate the Trust so that the Trust will not be deemed
      to be an "investment company" required to be registered under the
      Investment Company Act, or taxed as other than a grantor trust for United
      States federal income tax purposes and so that the Subordinated Debentures
      will be treated as indebtedness of the Depositor for United States federal
      income tax purposes. In this connection, the Depositor and the
      Administrative Trustees are authorized to take any action, not
      inconsistent with applicable law, the Certificate of Trust or this Trust
      Agreement, that each of the Depositor and the Administrative Trustees
      determines in its discretion to be necessary or desirable for such
      purposes, as long as such action does not materially and adversely affect
      the interests of the Holders of the Trust Preferred Securities.

      SECTION 2.08 ASSETS OF TRUST. The assets of the Trust shall consist of the
Trust Property.

      SECTION 2.09 TITLE TO TRUST PROPERTY. Legal title to all Trust Property
shall be vested at all times in the Property Trustee (in its capacity as such)
and shall be held and administered by the Property Trustee for the benefit of
the Securityholders and the Trust in accordance with this Trust Agreement. The
right, title and interest of the Property Trustee to the Subordinated Debentures
shall vest automatically in each Person who may thereafter be appointed as
Property Trustee in accordance with the terms hereof. Such vesting and cessation
of title shall be effective whether or not conveyancing documents have been
executed and delivered.

      SECTION 2.10 MERGERS AND CONSOLIDATIONS OF THE TRUST. The Trust shall not
consolidate, merge with or into, or be replaced by, or convey, transfer or lease
its properties and assets substantially as an entirety to any corporation or
other entity, except as described below. The Trust may at the request of the
Corporation, with the consent of the Administrative Trustees and, unless an
Event of Default shall have occurred and be continuing, without the consent of
the Holders, the Property Trustee or the Delaware Trustee, consolidate, merge
with or into, or be replaced by a trust organized as such under the laws of any
state; provided that (i) such successor entity either (x) expressly assumes all
of the obligations of the Trust with respect to the Trust Securities or (y)
substitutes for the Trust Securities other securities having substantially the
same terms as the Trust Securities (herein referred to as the "Successor
Securities") so long as the Successor Securities rank the same as the Trust
Securities rank in priority with respect to Distributions and payments upon
liquidation, redemption and otherwise, (ii) the Corporation expressly appoints a
trustee of such successor entity possessing substantially the same powers

                                       16


and duties as the Property Trustee as the holder of legal title to the
Subordinated Debentures, (iii) the Trust Preferred Securities or any Successor
Securities are listed, or any Successor Securities will be listed upon
notification of issuance, on any national securities exchange or other
organization on which the Trust Preferred Securities are then listed, (iv) such
merger, consolidation or replacement does not cause the Trust Preferred
Securities (including any Successor Securities) to be downgraded by any
nationally recognized statistical rating organization, (v) such consolidation,
merger or replacement does not adversely affect the rights, preferences and
privileges of the Holders of the Trust Securities (including any Successor
Securities) in any material respect, (vi) such successor entity has a purpose
substantially identical to that of the Trust, (vii) prior to such consolidation,
merger or replacement, the Corporation and the Property Trustee have received an
Opinion of Counsel experienced in such matters to the effect that (A) such
consolidation, merger or replacement does not adversely affect the rights,
preferences and privileges of the Holders of the Trust Securities (including any
Successor Securities) in any material respect, and (B) following such
consolidation, merger or replacement, neither the Trust nor such successor
entity will be required to register as an investment company under the
Investment Company Act, and (viii) the Corporation owns all of the common
securities of such successor entity and guarantees the obligations of such
successor entity under the Successor Securities at least to the extent provided
by the Trust Guarantee. Notwithstanding the foregoing, the Trust shall not,
except with the consent of Holders of 100% in Liquidation Amount of the Trust
Securities, consolidate, merge with or into, or be replaced by any other entity
or permit any other entity to consolidate, merge with or into, or replace it if
such consolidation, merger or replacement would cause the Trust or the successor
entity to be classified as other than a grantor trust for United States federal
income tax purposes.

                                   ARTICLE III

                                 PAYMENT ACCOUNT

      SECTION 3.01 PAYMENT ACCOUNT.

            (a) On or prior to the Issue Date, the Property Trustee shall
      establish the Payment Account. The Property Trustee and an agent of the
      Property Trustee shall have exclusive control and sole right of withdrawal
      with respect to the Payment Account for the purpose of making deposits in
      and withdrawals from the Payment Account in accordance with this Trust
      Agreement. All monies and other property deposited or held from time to
      time in the Payment Account shall be held by the Property Trustee in the
      Payment Account for the exclusive benefit of the Securityholders and for
      distribution as herein provided, including (and subject to) any priority
      of payments provided for herein.

            (b) The Property Trustee shall deposit in the Payment Account,
      promptly upon receipt, all payments of principal or interest on, and any
      other payments or proceeds with respect to, the Subordinated Debentures.
      Amounts held in the Payment Account shall not be invested by the Property
      Trustee pending distribution thereof.

                                       17


                                   ARTICLE IV

                            DISTRIBUTIONS; REDEMPTION

      SECTION 4.01 DISTRIBUTIONS.

            (a) Distributions on the Trust Securities shall be cumulative and
      accrue from the Issue Date and, except in the event that the Depositor
      exercises its right to extend the interest payment period for the
      Subordinated Debentures pursuant to Section __ of the Supplemental
      Indenture, shall be payable quarterly in arrears on ________, ________,
      ________ and ________ of each year, commencing on __________, ____. If any
      date on which Distributions are otherwise payable on the Trust Securities
      is not a Business Day, then the payment of such Distribution shall be made
      on the next succeeding day which is a Business Day (and without any
      interest or other payment in respect of any such delay) except that, if
      such Business Day is in the next succeeding calendar year, payment of such
      Distribution shall be made on the immediately preceding Business Day, in
      each case, with the same force and effect as if made on such date (each
      such date, a "Distribution Date").

            (b) Distributions payable on the Trust Securities shall be fixed at
      a rate of _____% per annum of the Liquidation Amount of the Trust
      Securities. The amount of Distributions payable for any full quarterly
      period shall be computed on the basis of twelve 30-day months and a
      360-day year. If the interest payment period for the Subordinated
      Debentures is extended pursuant to Section __ of the Supplemental
      Indenture (an "Extension Period"), then the rate per annum at which
      Distributions on the Trust Securities accumulate shall be increased by an
      amount such that the aggregate amount of Distributions that accumulate on
      all Trust Securities during any such Extension Period is equal to the
      aggregate amount of interest (including interest payable on unpaid
      interest at the percentage rate per annum set forth above, compounded
      quarterly, to the extent permitted by applicable law) that accrues during
      any such Extension Period on the Subordinated Debentures. The payment of
      such deferred interest, together with interest thereon, will be
      distributed, if and to the extent funds are legally available therefor, to
      the Holders of the Trust Securities (as they appear on the books and
      records of the Trust on the Record Date next following the termination of
      such Extension Period) as received at the end of any Extension Period. The
      amount of Distributions payable for any period shall include the
      Additional Amounts, if any.

            (c) Distributions on the Trust Securities shall be made and shall be
      deemed payable on each Distribution Date only to the extent that the Trust
      has legally and immediately available funds in the Payment Account for the
      payment of such Distributions.

            (d) Distributions (including Additional Amounts, if any) on the
      Trust Securities on each Distribution Date shall be payable to the Holders
      thereof as they appear on the Security Register for the Trust Securities
      on the relevant record date, which shall be the close of business on the
      fifteenth calendar day prior to the relevant Distribution Date. Each Trust
      Security, upon registration of transfer of or in exchange for

                                       18


      or in lieu of any other Trust Security, shall carry the rights of
      Distributions accrued (including Additional Amounts, if any) and unpaid,
      and to accrue (including Additional Amounts, if any), which were carried
      by such other Trust Security.

      SECTION 4.02 REDEMPTION.

            (a) On each Redemption Date with respect to the Subordinated
      Debentures, the Trust will be required to redeem a Like Amount of Trust
      Securities at the Redemption Price.

            (b) Notice of redemption shall be given by the Property Trustee by
      first-class mail, postage prepaid, mailed not less than 30 nor more than
      60 days prior to the Redemption Date to each Holder of Trust Securities to
      be redeemed, at such Holder's address appearing in the Security Register.
      Any notices of redemption shall state:

                  (i) the Redemption Date;

                  (ii) the Redemption Price;

                  (iii) the CUSIP number;

                  (iv) if less than all the Outstanding Trust Securities are to
            be redeemed, the total Liquidation Amount of the Trust Securities to
            be redeemed; and

                  (v) that on the Redemption Date the Redemption Price will
            become due and payable upon each such Trust Security to be redeemed
            and the Distributions thereon will cease to accrue on and after such
            date.

            (c) The Trust Securities redeemed on each Redemption Date shall be
      redeemed at the Redemption Price with the proceeds from the
      contemporaneous redemption of Subordinated Debentures. Redemptions of the
      Trust Securities shall be made and the Redemption Price shall be deemed
      payable on each Redemption Date only to the extent that the Trust has
      funds legally and immediately available in the Payment Account for the
      payment of such Redemption Price.

            (d) If the Property Trustee gives a notice of redemption in respect
      of any Trust Preferred Securities which notice when given shall become
      irrevocable, then, by 2:00 P.M. New York City time, on the Redemption
      Date, subject to Section 4.02(c), the Property Trustee will, so long as
      the Trust Preferred Securities are in book-entry only form, irrevocably
      deposit with the Clearing Agency for the Trust Preferred Securities funds
      sufficient to pay the applicable Redemption Price. If the Trust Preferred
      Securities are not in book-entry only form, the Property Trustee, subject
      to Section 4.02(c), shall irrevocably deposit with the Paying Agent funds
      sufficient to pay the applicable Redemption Price and will give the Paying
      Agent irrevocable instructions to pay the Redemption Price to the Holders
      thereof upon surrender of their Trust Preferred Securities Certificates.
      Notwithstanding the foregoing, Distributions payable on or prior to the
      Redemption Date for any Trust Securities called for redemption shall be
      payable to the Holders of such Trust Securities as they appear on the
      Security Register for the Trust

                                       19


      Securities on the relevant record dates for the related Distribution
      Dates. If notice of redemption shall have been given and funds deposited
      as required, then immediately prior to the close of business on the date
      of such deposit, all rights of Securityholders holding Trust Securities so
      called for redemption will cease, except the right of such Securityholders
      to receive the Redemption Price, but without interest, and such Securities
      will cease to be outstanding. In the event that any date on which any
      Redemption Price is payable is not a Business Day, then payment of the
      Redemption Price payable on such date shall be made on the next succeeding
      day which is a Business Day (and without any interest or other payment in
      respect of any such delay) except that, if such Business Day is in the
      next succeeding calendar year, payment of such Redemption Price shall be
      made on the immediately preceding Business, Day, in each case, with the
      same force and effect as if made on such date. In the event that payment
      of the Redemption Price in respect of Trust Securities is improperly
      withheld or refused and not paid either by the Trust or by the Depositor
      pursuant to the Trust Guarantee, Distributions on such Trust Securities
      will continue to accrue at the then applicable rate, from such Redemption
      Date originally established by the Trust for such Trust Preferred
      Securities to the date such Redemption Price is actually paid.

            (e) Payment of the Redemption Price on the Trust Securities shall be
      made to the recordholders thereof as they appear on the Security Register
      for the Trust Securities on the relevant record date, which shall be the
      close of business on the fifteenth calendar day prior to the Redemption
      Date.

            (f) If less than all the Outstanding Trust Securities are to be
      redeemed on a Redemption Date, then the aggregate Liquidation Amount of
      Trust Securities to be redeemed shall be allocated 3% to the Trust Common
      Securities and 97% to the Trust Preferred Securities, with such
      adjustments that each amount so allocated shall be divisible by $__. The
      particular Trust Preferred Securities to be redeemed shall be selected not
      more than 60 days prior to the Redemption Date by the Property Trustee
      from the Outstanding Trust Preferred Securities not previously called for
      redemption, by such method as the Property Trustee shall deem fair and
      appropriate and which may provide for the selection for redemption of
      portions (equal to $__ or integral multiples thereof of the Liquidation
      Amount of Trust Preferred Securities of a denomination larger than $__);
      provided, however, that before undertaking redemption of the Trust
      Preferred Securities on other than a pro rata basis, the Property Trustee
      shall have received an Opinion of Counsel that the status of the Trust as
      a grantor trust for United States federal income tax purposes would not be
      adversely affected. The Property Trustee shall promptly notify the
      Security Registrar in writing of the Trust Preferred Securities selected
      for redemption and, in the case of any Trust Preferred Securities selected
      for partial redemption, the Liquidation Amount thereof to be redeemed. For
      all purposes of this Trust Agreement, unless the context otherwise
      requires, all provisions relating to the redemption of Trust Preferred
      Securities shall relate, in the case of any Trust Preferred Securities
      redeemed or to be redeemed only in part, to the portion of the Liquidation
      Amount of Trust Preferred Securities which has been or is to be redeemed.

            (g) Subject to the foregoing provisions of this Section 4.02 and to
      applicable law (including, without limitation, United States federal
      securities laws), the Corporation

                                       20


      or its Affiliates may, at any time and from time to time, purchase
      outstanding Trust Preferred Securities by tender, in the open market or by
      private agreement.

      SECTION 4.03 SUBORDINATION OF TRUST COMMON SECURITIES.

            (a) Payment of Distributions (including Additional Amounts, if
      applicable) on, and the Redemption Price of, the Trust Securities, as
      applicable, shall be made pro rata based on the respective Liquidation
      Amounts of the applicable Trust Securities; provided, however, that if on
      any Distribution Date or Redemption Date a Debenture Indenture Event of
      Default shall have occurred and be continuing, no payment of any
      Distribution (including Additional Amounts, if applicable) on, or
      Redemption Price of, any Trust Common Security, and no other payment on
      account of the redemption, liquidation or other acquisition of Trust
      Common Securities, shall be made unless payment in full in cash of all
      accumulated and unpaid Distributions (including Additional Amounts, if
      applicable) on all Outstanding Trust Preferred Securities for all
      distribution periods terminating on or prior thereto, or in the case of
      payment of the Redemption Price the full amount of such Redemption Price
      on all Outstanding Trust Preferred Securities, shall have been made or
      provided for, and in funds immediately available to the Property Trustee
      shall first be applied to the payment in full in cash of all Distributions
      (including Additional Amounts, if applicable) on, or the Redemption Price
      of, Trust Preferred Securities then due and payable.

            (b) In the case of the occurrence of any Debenture Indenture Event
      of Default, the Holder of Trust Common Securities will be deemed to have
      waived any such Event of Default under this Trust Agreement until the
      effect of all such Events of Default with respect to the Trust Preferred
      Securities have been cured, waived or otherwise eliminated. Until any such
      Events of Default under this Trust Agreement with respect to the Trust
      Preferred Securities have been so cured, waived or otherwise eliminated,
      the Property Trustee shall act solely on behalf of the Holders of the
      Trust Preferred Securities and not the Holder of the Trust Common
      Securities, and only the Holders of the Trust Preferred Securities will
      have the right to direct the Property Trustee to act on their behalf.

      SECTION 4.04 PAYMENT PROCEDURES. Payments in respect of the Trust
Preferred Securities shall be made by check mailed to the address of the Person
entitled thereto as such address shall appear on the Security Register or, if
the Trust Preferred Securities are held by a Clearing Agency, such Distributions
shall be made to the Clearing Agency, which shall credit the relevant Persons'
accounts at such Clearing Agency on the applicable distribution dates. Payments
in respect of the Trust Common Securities shall be made in such manner as shall
be mutually agreed between the Property Trustee and the Holder of the Trust
Common Securities.

      SECTION 4.05 TAX RETURNS AND REPORTS. The Administrative Trustee(s) shall
prepare (or cause to be prepared), at the Depositor's expense, and file all
United States federal, state and local tax and information returns and reports
required to be filed by or in respect of the Trust. The Administrative
Trustee(s) shall provide or cause to be provided on a timely basis to each
Holder any Internal Revenue Service form required to be so provided in respect
of the Trust Securities.

                                       21


                                    ARTICLE V

                          TRUST SECURITIES CERTIFICATES

      SECTION 5.01 INITIAL OWNERSHIP. Upon the formation of the Trust by the
contribution by the Depositor pursuant to Section 2.03 and until the issuance of
the Trust Securities, and at any time during which no Trust Securities are
outstanding, the Depositor shall be the sole beneficial owner of the Trust.

      SECTION 5.02 THE TRUST SECURITIES CERTIFICATES. Each of the Trust
Preferred and Trust Common Securities Certificates shall be issued by the
Administrative Trustees in minimum denominations of $__ and integral multiples
in excess thereof. The Trust Securities Certificates shall be executed on behalf
of the Trust by manual or facsimile signature of at least one Administrative
Trustee. Trust Securities Certificates bearing the manual or facsimile
signatures of individuals who were, at the time when such signatures shall have
been affixed, authorized to sign on behalf of the Trust, shall be validly issued
and entitled to the benefits of this Trust Agreement, notwithstanding that such
individuals or any of them shall have ceased to be so authorized prior to the
authentication and delivery of such Trust Securities Certificates or did not
hold such offices at the date of authentication and delivery of such Trust
Securities Certificates. A transferee of a Trust Securities Certificate shall
become a Securityholder, and shall be entitled to the rights and subject to the
obligations of a Securityholder hereunder, upon due registration of such Trust
Securities Certificate in such transferee's name pursuant to Section 5.04.

      SECTION 5.03 AUTHENTICATION OF TRUST SECURITIES CERTIFICATES. On the Issue
Date, the Administrative Trustees shall cause Trust Securities Certificates, in
an aggregate Liquidation Amount as provided in Sections 2.04 and 2.05, to be
executed on behalf of the Trust, authenticated and delivered to or upon the
written order of the Depositor signed by its Chairman of the Board, its
President or any Vice President, without further corporate action by the
Depositor, in authorized denominations. No Trust Securities Certificate shall
entitle its Holder to any benefit under this Trust Agreement, or shall be valid
for any purpose, unless there shall appear on such Trust Securities Certificate
a certificate of authentication substantially in the form set forth in Exhibit B
or Exhibit C, as applicable, executed by at least one Administrative Trustee by
manual signature; such authentication shall constitute conclusive evidence that
such Trust Securities Certificate shall have been duly authenticated and
delivered hereunder. All Trust Securities Certificates shall be dated the date
of their authentication.

      SECTION 5.04 REGISTRATION OF TRANSFER AND EXCHANGE OF TRUST PREFERRED
SECURITIES CERTIFICATES. The Security Registrar shall keep or cause to be kept,
at the office or agency maintained pursuant to Section 5.08, a Security Register
in which, subject to such reasonable regulations as it may prescribe, the
Security Registrar shall provide for the registration of Trust Preferred
Securities Certificates and the Trust Common Securities Certificates (subject to
Section 5.10 in the case of the Trust Common Securities Certificates) and
registration of transfers and exchanges of Trust Preferred Securities
Certificates as herein provided. The Property Trustee shall be the initial
Security Registrar.

      Upon surrender for registration of transfer of any Trust Preferred
Securities Certificate at the office or agency maintained pursuant to Section
5.08, the Administrative Trustees shall

                                       22


execute, authenticate and deliver in the name of the designated transferee or
transferees, one or more new Trust Preferred Securities Certificates in
authorized denominations of a like aggregate Liquidation Amount dated the date
of authentication by the Administrative Trustee or Trustees. The Security
Registrar shall not be required to register the transfer of any Trust Preferred
Securities that have been called for redemption. At the option of a Holder,
Trust Preferred Securities Certificates may be exchanged for other Trust
Preferred Securities Certificates in authorized denominations of the same class
and of a like aggregate Liquidation Amount upon surrender of the Trust Preferred
Securities Certificates to be exchanged at the office or agency maintained
pursuant to Section 5.08.

      Every Trust Preferred Securities Certificate presented or surrendered for
registration of transfer or exchange shall be accompanied by a written
instrument of transfer in form satisfactory to the Administrative Trustees and
the Security Registrar duly executed by the Holder or such Holder's attorney
duly authorized in writing. Each Trust Preferred Securities Certificate
surrendered for registration of transfer or exchange shall be canceled and
subsequently disposed of by the Security Registrar in accordance with its
customary practice.

      No service charge shall be made for any registration of transfer or
exchange of Trust Preferred Securities Certificates, but the Security Registrar
or the Administrative Trustees may require payment of a sum sufficient to cover
any tax or governmental charge that may be imposed in connection with any
transfer or exchange of Trust Preferred Securities Certificates.

      SECTION 5.05 MUTILATED, DESTROYED, LOST OR STOLEN TRUST SECURITIES
CERTIFICATES. If (a) any mutilated Trust Securities Certificate shall be
surrendered to the Security Registrar, or if the Security Registrar shall
receive evidence to its satisfaction of the destruction, loss or theft of any
Trust Securities Certificate and (b) there shall be delivered to the Security
Registrar and the Administrative Trustees such security or indemnity as may be
required by them to save each of them harmless, then in the absence of notice
that such Trust Securities Certificate shall have been acquired by a bona fide
purchaser, the Administrative Trustees or any one of them on behalf of the Trust
shall execute and authenticate and make available for delivery, in exchange for
or in lieu of any such mutilated, destroyed, lost or stolen Trust Securities
Certificate, a new Trust Securities Certificate of like class, tenor and
denomination. In connection with the issuance of any new Trust Securities
Certificate under this Section, the Administrative Trustees or the Security
Registrar may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith. Any duplicate
Trust Securities Certificate issued pursuant to this Section shall constitute
conclusive evidence of an ownership interest in the Trust, as if originally
issued, whether or not the lost, stolen or destroyed Trust Securities
Certificate shall be found at any time.

      SECTION 5.06 PERSONS DEEMED SECURITYHOLDERS. Prior to due presentation of
a Trust Securities Certificate for registration of transfer, the Trustees or the
Security Registrar shall treat the Person in whose name any Trust Securities
Certificate shall be registered in the Security Register as the owner of such
Trust Securities Certificate for the purpose of receiving Distributions (subject
to Section 4.01(d)) and for all other purposes whatsoever, and neither the
Trustees nor the Security Registrar shall be bound by any notice to the
contrary.

                                       23


      SECTION 5.07 ACCESS TO LIST OF SECURITYHOLDERS' NAMES AND ADDRESSES. The
Administrative Trustees shall furnish or cause to be furnished to (i) the
Depositor and the Property Trustee semi-annually, not later than _______ and
_______ in each year and (ii) the Depositor or the Property Trustee, as the case
may be, within 30 days after receipt by any Administrative Trustee of a request
therefor from the Depositor or the Property Trustee, as the case may be, in
writing, a list, in such form as the Depositor or the Property Trustee, as the
case may be, may reasonably require, of the names and addresses of the
Securityholders as of a date not more than 15 days prior to the time such list
is furnished; provided that the Administrative Trustees shall not be obligated
to provide such list at any time such list does not differ from the most recent
list given to the Depositor and the Property Trustee by the Administrative
Trustees or at any time the Property Trustee is the Security Registrar. If three
or more Securityholders or one or more Holders of Trust Securities Certificates
evidencing not less than 25% of the outstanding Liquidation Amount apply in
writing to the Administrative Trustees, and such application states that the
applicants desire to communicate with other Securityholders with respect to
their rights under this Trust Agreement or under the Trust Securities
Certificates and such application is accompanied by a copy of the communication
that such applicants propose to transmit, then the Administrative Trustees
shall, within five Business Days after the receipt of such application, afford
such applicants access during normal business hours to the current list of
Securityholders. Each Holder, by receiving and holding a Trust Securities
Certificate, shall be deemed to have agreed not to hold either the Depositor or
the Administrative Trustees accountable by reason of the disclosure of its name
and address, regardless of the source from which such information was derived.


      SECTION 5.08 MAINTENANCE OF OFFICE OR AGENCY. The Administrative Trustees
shall maintain in the Borough of Manhattan, New York, an office or offices or
agency or agencies where Trust Preferred Securities Certificates may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Trustees in respect of the Trust Securities Certificates
may be served. The Administrative Trustees initially designate ______________,
__________________________________________________________________ as the
principal agency for such purposes. The Administrative Trustees shall give
prompt written notice to the Depositor and to the Securityholders of any change
in the location of the Security Register or any such office or agency.


      SECTION 5.09 APPOINTMENT OF PAYING AGENT. The Paying Agent shall make
Distributions and other payments provided hereby to Securityholders from the
Payment Account and shall report the amounts of such Distributions and payments
to the Administrative Trustees and if such Paying Agent shall be other than the
Property Trustee to the Property Trustee. Any Paying Agent shall have the
revocable power to withdraw funds from the Payment Account for the purpose of
making the Distributions and payments provided hereby. The Administrative
Trustees may revoke such power and remove the Paying Agent if such Trustees
determine in their sole discretion that the Paying Agent shall have failed to
perform its obligations under this Trust Agreement in any material respect. The
Paying Agent shall initially be the Property Trustee, and it may choose any
co-paying agent that is acceptable to the Administrative Trustees and the
Depositor. Any Person acting as Paying Agent shall be permitted to resign as
Paying Agent upon 30 days' written notice to the Administrative Trustees and the
Depositor. In the event that a Paying Agent shall resign or be removed, the
Administrative Trustees shall appoint a successor that is acceptable to the
Depositor to act as Paying Agent (which shall be a bank or

                                       24


trust company). The Administrative Trustees shall cause such successor Paying
Agent or any additional Paying Agent appointed by the Administrative Trustees to
execute and deliver to the Trustees an instrument in which such successor Paying
Agent or additional Paying Agent shall agree with the Trustees that as Paying
Agent, such successor Paying Agent or additional Paying Agent will hold all
sums, if any, held by it for payment to the Securityholders in trust for the
benefit of the Securityholders entitled thereto until such sums shall be paid to
such Securityholders. The Paying Agent shall return all unclaimed funds to the
Property Trustee and upon removal of a Paying Agent such Paying Agent shall also
return all funds in its possession to the Property Trustee. The provisions of
Sections 8.01, 8.03 and 8.06 shall apply to the Property Trustee also in its
role as Paying Agent, for so long as the Property Trustee shall act as Paying
Agent and, to the extent applicable, to any other paying agent appointed
hereunder. Any reference in this Agreement to the Paying Agent shall include any
co-paying agent unless the context requires otherwise.

      SECTION 5.10 OWNERSHIP OF TRUST COMMON SECURITIES BY DEPOSITOR. On the
Issue Date, the Depositor shall acquire, and thereafter retain, beneficial and
record ownership of the Trust Common Securities. Any attempted transfer of the
Trust Common Securities, except for transfers by operation of law or to an
Affiliate of the Depositor or a permitted successor under Section 801 of the
Subordinated Debenture Indenture, shall be void. The Administrative Trustees
shall cause each Trust Common Securities Certificate issued to the Depositor and
its permitted transferees to contain a legend stating "THIS CERTIFICATE IS NOT
TRANSFERABLE EXCEPT AS PROVIDED IN THE TRUST AGREEMENT REFERRED TO HEREIN".

      SECTION 5.11 BOOK-ENTRY TRUST PREFERRED SECURITIES CERTIFICATES; TRUST
COMMON SECURITIES CERTIFICATE.

            (a) The Trust Preferred Securities Certificates, upon original
      issuance, will be issued in the form of a typewritten Trust Preferred
      Securities Certificate or Certificates representing Book-Entry Trust
      Preferred Securities Certificates, to be delivered to The Depository Trust
      Company, the initial Clearing Agency, by, or on behalf of, the Trust. Such
      Trust Preferred Securities Certificate or Certificates shall initially be
      registered on the Security Register in the name of Cede & Co., the nominee
      of the initial Clearing Agency, and no Owner will receive a definitive
      Trust Preferred Securities Certificate representing such beneficial
      owner's interest in such Trust Preferred Securities, except as provided in
      Section 5.13. Unless and until Definitive Trust Preferred Securities
      Certificates have been issued to Owners pursuant to Section 5.13:

                  (i) the provisions of this Section 5.11(a) shall be in full
            force and effect;

                  (ii) the Security Registrar and the Trustees shall be entitled
            to deal with the Clearing Agency for all purposes of this Trust
            Agreement relating to the Book-Entry Trust Preferred Securities
            Certificates (including the payment of Distributions and the
            Redemption Price with respect to the Book-Entry Trust Preferred
            Securities and the giving of instructions or directions to Owners of
            Book-Entry Trust Preferred Securities) as the sole Holder of
            Book-Entry Trust Preferred Securities and shall have no obligations
            to the Owners thereof;

                                       25


                  (iii) to the extent that the provisions of this Section
            conflict with any other provisions of this Trust Agreement, the
            provisions of this Section shall control;

                  (iv) the rights of the Owners of the Book-Entry Trust
            Preferred Securities Certificates shall be exercised only through
            the Clearing Agency and shall be limited to those established by
            law, agreements between such Owners and the Clearing Agency and/or
            the Clearing Agency Participants and the applicable rules of the
            Clearing Agency. Unless and until Definitive Trust Preferred
            Securities Certificates are issued pursuant to Section 5.13, the
            Clearing Agency will make book-entry transfers among the Clearing
            Agency Participants and receive and transmit payments on the Trust
            Preferred Securities to such Clearing Agency Participants; and

                  (v) whenever this Trust Agreement requires or permits actions
            to be taken based upon instructions or directions of Holders of
            Trust Preferred Securities Certificates evidencing a specified
            percentage of the aggregate Liquidation Amount, the Clearing Agency
            shall be deemed to represent such percentage only to the extent that
            it has received instructions to such effect from Owners and/or
            Clearing Agency Participants owning or representing, respectively,
            such required percentage of the beneficial interest in the
            applicable class of Trust Preferred Securities Certificates and has
            delivered such instructions to the Trustees.

            (b) A single Trust Common Securities Certificate representing the
      Trust Common Securities shall be issued to the Depositor in the form of a
      definitive Trust Common Securities Certificate.

      SECTION 5.12 NOTICES TO CLEARING AGENCY. To the extent a notice or other
communication to the Owners is required under this Trust Agreement, unless and
until Definitive Trust Preferred Securities Certificates shall have been issued
to Owners pursuant to Section 5.13, the Trustees shall give all such notices and
communications specified herein to be given to Owners to the Clearing Agency,
and shall have no obligations to the Owners.

      SECTION 5.13 DEFINITIVE TRUST PREFERRED SECURITIES CERTIFICATES. If (i)
the Depositor advises the Trustees in writing that the Clearing Agency is no
longer willing or able to properly discharge its responsibilities with respect
to the Trust Preferred Securities Certificates, and the Depositor is unable to
locate a qualified successor within 90 days of receipt by the Depositor of such
written advice, or (ii) the Depositor at its option advises the Trustees in
writing that it elects to terminate the book-entry system through the Clearing
Agency, then the Administrative Trustees shall notify the Clearing Agency and
Holders of the Trust Preferred Securities. Upon surrender to the Administrative
Trustees of the typewritten Trust Preferred Securities Certificate or
Certificates representing the Book-Entry Trust Preferred Securities Certificates
by the Clearing Agency, accompanied by registration instructions, the
Administrative Trustees or any one of them shall execute and authenticate the
Definitive Trust Preferred Securities Certificates in accordance with the
instructions of the Clearing Agency. Neither the Security Registrar nor the
Trustees shall be liable for any delay in delivery of such instructions and may
conclusively

                                       26


rely on, and shall be protected in relying on, such instructions. Upon the
issuance of Definitive Trust Preferred Securities Certificates, the Trustees
shall recognize the Holders of the Definitive Trust Preferred Securities
Certificates as Securityholders. The Definitive Trust Preferred Securities
Certificates shall be printed, lithographed or engraved or may be produced in
any other manner as is reasonably acceptable to the Administrative Trustees, as
evidenced by the execution thereof by the Administrative Trustees or any one of
them.

      SECTION 5.14 RIGHTS OF SECURITYHOLDERS. The legal title to the Trust
Property is vested exclusively in the Property Trustee (in its capacity as such)
in accordance with Section 2.09, and the Securityholders shall not have any
right or title therein other than the undivided beneficial ownership interest in
the assets of the Trust conferred by their Trust Securities, and they shall have
no right to call for any partition or division of property, profits or rights of
the Trust except as described below. The Trust Securities shall be personal
property giving only the rights specifically set forth therein and in this Trust
Agreement. The Trust Securities shall have no preemptive or other similar rights
and when issued and delivered to Securityholders against payment of the purchase
price therefor will be fully paid and nonassessable by the Trust. Except as
otherwise provided in the Expense Agreement and Section 10.01 hereof with
respect to the Depositor, the Holders of the Trust Securities shall be entitled
to the same limitation of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the State
of Delaware.

                                   ARTICLE VI

                    ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

      SECTION 6.01 LIMITATIONS ON VOTING RIGHTS.

            (a) Except as provided in this Section, in Section 8.10 or Section
      10.03 of this Trust Agreement, in the Subordinated Debenture Indenture,
      and as otherwise required by law, no Holder of Trust Preferred Securities
      shall have any right to vote or in any manner otherwise control the
      administration, operation and management of the Trust or the obligations
      of the parties hereto, nor shall anything herein set forth, or contained
      in the terms of the Trust Securities Certificates, be construed so as to
      constitute the Securityholders from time to time as joint venturers,
      partners or members of an association.

            (b) So long as any Subordinated Debentures are held by the Property
      Trustee, the Trustees shall not (i) direct the time, method and place of
      conducting any proceeding for any remedy available to the Indenture
      Trustee, or executing any trust or power conferred on the Indenture
      Trustee with respect to such Subordinated Debentures, (ii) consent to
      waive any past default which is waivable under Section 513 of the
      Subordinated Debenture Indenture, (iii) exercise any right to rescind or
      annul a declaration that the principal of all the Subordinated Debentures
      shall be due and payable or (iv) consent to any amendment, modification or
      termination of the Subordinated Debenture Indenture or the Subordinated
      Debentures, where such consent shall be required, or to any other action,
      as holder of the Subordinated Debentures, under the Subordinated Debenture
      Indenture, without, in each case, obtaining the prior approval of

                                       27


      the Holders of at least a majority in Liquidation Amount of the
      Outstanding Trust Preferred Securities; provided, however, that where a
      consent under the Subordinated Debenture Indenture would require the
      consent of each holder of Subordinated Debentures affected thereby, no
      such consent shall be given by the Trustees without the prior written
      consent of each Holder of Trust Preferred Securities. The Trustees shall
      not revoke any action previously authorized or approved by a vote of the
      Holders of Trust Preferred Securities, except pursuant to a subsequent
      vote of the Holders of Trust Preferred Securities. The Property Trustee
      shall notify all Holders of the Trust Preferred Securities of any notice
      of default received from the Indenture Trustee with respect to the
      Subordinated Debentures.

            (c) If any proposed amendment to the Trust Agreement provides for,
      or the Trustees otherwise propose to effect, (i) any action that would
      adversely affect the powers, preferences or special rights of the Trust
      Preferred Securities, whether by way of amendment to this Trust Agreement
      or otherwise, or (ii) the dissolution, winding-up or termination of the
      Trust, other than pursuant to the terms of this Trust Agreement, then the
      Holders of Outstanding Trust Preferred Securities as a class will be
      entitled to vote on such amendment or proposal and such amendment or
      proposal shall not be effective except with the approval of the Holders of
      at least a majority in Liquidation Amount of the Outstanding Trust
      Preferred Securities.

            (d) Notwithstanding that holders of Trust Preferred Securities are
      entitled to vote under the circumstances described in Section 6.01(b) and
      6.01(c), any of the Trust Preferred Securities that are owned (whether of
      record or beneficially) by the Corporation, the Administrative Trustees or
      any Affiliate of the Corporation or any Administrative Trustee shall, for
      purposes of such vote, be treated as if they were not outstanding.

      SECTION 6.02 NOTICE OF MEETINGS. Notice of all meetings of the Trust
Preferred Securityholders, stating the time, place and purpose of the meeting,
shall be given by the Administrative Trustees pursuant to Section 10.08 to each
Trust Preferred Securityholder of record, at his registered address, at least 15
days and not more than 90 days before the meeting. At any such meeting, any
business properly before the meeting may be so considered whether or not stated
in the notice of the meeting. Any adjourned meeting may be held as adjourned
without further notice. Any and all notice to which any Trust Preferred
Securityholder hereunder may be entitled and any and all communications shall be
deemed duly served or given if mailed, postage prepaid, addressed to any Trust
Preferred Securityholders of record at his last known address as recorded on the
Security Register.

      SECTION 6.03 MEETINGS OF TRUST PREFERRED SECURITYHOLDERS. No annual
meeting of Securityholders is required to be held. The Administrative Trustees,
however, shall call a meeting of Securityholders to vote on any matter upon the
written request of the Trust Preferred Securityholders of record of 25% of the
Trust Preferred Securities (based upon their Liquidation Amount) and the
Administrative Trustees or the Property Trustee may, at any time in their
discretion, call a meeting of Trust Preferred Securityholders to vote on any
matters as to which Trust Preferred Securityholders are entitled to vote.

                                       28


      Trust Preferred Securityholders of record of 50% of the Trust Preferred
Securities (based upon their Liquidation Amount), present in person or by proxy,
shall constitute a quorum at any meeting of Securityholders.

      If a quorum is present at a meeting, an affirmative vote by the Trust
Preferred Securityholders of record present, in person or by proxy, holding more
than a majority of the Trust Preferred Securities (based upon their Liquidation
Amount) held by the Trust Preferred Securityholders of record present, either in
person or by proxy, at such meeting shall constitute the action of the
Securityholders, unless this Trust Agreement requires a greater proportion of
affirmative votes.

      SECTION 6.04 VOTING RIGHTS. Securityholders shall be entitled to one vote
for each $__ of Liquidation Amount represented by their Trust Securities in
respect of any matter as to which such Securityholders are entitled to vote.

      SECTION 6.05 PROXIES, ETC. At any meeting of Securityholders, any
Securityholder entitled to vote may vote by proxy, provided that no proxy shall
be voted at any meeting unless it shall have been placed on file with the
Administrative Trustees, or with such other officer or agent of the Trust as the
Administrative Trustees may direct, for verification prior to the time at which
such vote shall be taken. Pursuant to a resolution of the Property Trustee,
proxies may be solicited in the name of the Property Trustee or one or more
officers of the Property Trustee. Only Securityholders of record shall be
entitled to vote. When Trust Securities are held jointly by several Persons, any
one of them may vote at any meeting in person or by proxy in respect of such
Trust Securities, but if more than one of them shall be present at such meeting
in person or by proxy, and such joint owners or their proxies so present
disagree as to any vote to be cast, such vote shall not be received in respect
of such Trust Securities. A proxy purporting to be executed by or on behalf of a
Securityholder shall be deemed valid unless challenged at or prior to its
exercise, and the burden of proving invalidity shall rest on the challenger. No
proxy shall be valid more than three years after its date of execution.

      SECTION 6.06 SECURITYHOLDER ACTION BY WRITTEN CONSENT. Any action which
may be taken by Securityholders at a meeting may be taken without a meeting if
Securityholders holding at least a majority of all outstanding Trust Securities
entitled to vote in respect of such action (or such other proportion thereof as
shall be required by any express provision of this Trust Agreement) shall
consent to the action in writing (based upon their Liquidation Amount).

      SECTION 6.07 RECORD DATE FOR VOTING AND OTHER PURPOSES. For the purposes
of determining the Securityholders who are entitled to notice of and to vote at
any meeting or by written consent, or to participate in any Distribution on the
Trust Securities in respect of which a record date is not otherwise provided for
in this Trust Agreement, or for the purpose of any other action, the
Administrative Trustees may from time to time fix a date, not more than 90 days
prior to the date of any meeting of Securityholders or the payment of
distribution or other action, as the case may be, as a record date for the
determination of the identity of the Securityholders of record for such
purposes.

      SECTION 6.08 ACTS OF SECURITYHOLDERS. Any request, demand, authorization,
direction, notice, consent, waiver or other action provided or permitted by this
Trust Agreement to be

                                       29


given, made or taken by Securityholders may be embodied in and evidenced by one
or more instruments of substantially similar tenor signed by such
Securityholders in person or by an agent appointed in writing; and, except as
otherwise expressly provided herein, such action shall become effective when
such instrument or instruments are delivered to the Administrative Trustees.
Such instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Securityholders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Trust Agreement and (subject to Section 8.01) conclusive in
favor of the Trustees, if made in the manner provided in this Section.

      The fact and date of the execution by any Person of any such instrument or
writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgements of deeds, certifying that the individual signing such
instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustees deem sufficient.

      The ownership of Trust Preferred Securities shall be proved by the
Security Register.

      Any request, demand, authorization, direction, notice, consent, waiver or
other Act of the Securityholder of any Trust Security shall bind every future
Securityholder of the same Trust Security and the Securityholder of every Trust
Security issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof in respect of anything done, omitted or suffered to
be done by the Trustees or the Trust in reliance thereon, whether or not
notation of such action is made upon such Trust Security.

      Without limiting the foregoing, a Securityholder entitled hereunder to
take any action hereunder with regard to any particular Trust Security may do so
with regard to all or any part of the Liquidation Amount of such Trust Security
or by one or more duly appointed agents each of which may do so pursuant to such
appointment with regard to all or any part of such Liquidation Amount.

      If any dispute shall arise between the Holders of Trust Securities and the
Administrative Trustees or among such Securityholders or Trustees with respect
to the authenticity, validity or binding nature of any request, demand,
authorization, direction, consent, waiver or other Act of such Securityholder or
Trustee under this Article VI, then the determination of such matter by the
Property Trustee shall be conclusive with respect to such matter.

      SECTION 6.09 INSPECTION OF RECORDS. Upon reasonable notice to the
Trustees, the records of the Trust shall be open to inspection by
Securityholders during normal business hours for any purpose reasonably related
to such Securityholder's interest as a Securityholder.

                                       30


                                   ARTICLE VII

                 REPRESENTATIONS AND WARRANTIES OF THE PROPERTY
                    TRUSTEE, DELAWARE TRUSTEE AND DEPOSITOR

      SECTION 7.01 REPRESENTATIONS AND WARRANTIES OF THE PROPERTY TRUSTEE. The
Trust Company in its separate corporate capacity and as the Property Trustee, on
behalf of and as to itself, hereby represents and warrants for the benefit of
the Depositor and the Securityholders that:

            (a) the Trust Company is a corporation or trust company duly
      organized, validly existing and in good standing under the laws of the
      State of New York;

            (b) the Trust Company in its separate corporate capacity and in its
      capacity as the Property Trustee has full corporate power, authority and
      legal right to execute and deliver this Trust Agreement and to perform its
      obligations under this Trust Agreement and has taken all necessary action
      to authorize the execution, delivery and performance by it of this Trust
      Agreement;

            (c) this Trust Agreement has been duly authorized, executed and
      delivered by the Property Trustee and constitutes the valid and legally
      binding agreement of the Property Trustee, enforceable against it in
      accordance with its terms, subject to bankruptcy, insolvency, fraudulent
      transfer, reorganization, moratorium and similar laws of general
      applicability relating to or affecting creditors' rights and to general
      equity principles;

            (d) the execution, delivery and performance of this Trust Agreement
      and the consummation of the transactions contemplated thereby by the Trust
      Company in its capacity as the Property Trustee of this Trust Agreement
      have been duly authorized by all necessary corporate action on the part of
      the Trust Company in its separate corporate capacity and as Property
      Trustee and do not require any approval of stockholders of the Trust
      Company and such execution, delivery and performance will not (i) violate
      the Trust Company's charter or by-laws, or (ii) violate any law,
      governmental rule or regulation of the United States or the State of New
      York governing the banking, trust, or corporate powers (as appropriate in
      context) of the Trust Company in its separate corporate capacity and in
      its capacity as the Property Trustee or any indenture, mortgage, bank
      credit agreement, note or bond purchase agreement, long-term lease,
      license or other agreement or any order, judgment or decree applicable to
      the Trust Company or the Property Trustee;

            (e) neither the authorization, execution, delivery or performance by
      the Trust Company or the Property Trustee of this Trust Agreement, nor the
      consummation of any of the transactions by the Trust Company or the
      Property Trustee contemplated herein or therein, nor the issuance of the
      Trust Securities Certificates pursuant to this Trust Agreement require the
      consent or approval of, the withholding of objection on the part of, the
      giving of notice to, the filing, the registration, or the qualification
      with or the taking of any other action with respect to any governmental
      authority or agency under any

                                       31


      existing federal or New York law governing the trust or corporate powers
      of the Property Trustee; and

            (f) there are no proceedings pending or threatened against the Trust
      Company or the Property Trustee in any court or before any governmental
      authority, agency or arbitration board or tribunal which, individually or
      in the aggregate, would have a material adverse effect on the right, power
      and authority of the Trust Company or the Property Trustee to enter into
      or perform its obligations under this Trust Agreement.

      SECTION 7.02 REPRESENTATIONS AND WARRANTIES OF THE DELAWARE TRUSTEE. The
Delaware Corporation in its separate corporate capacity and as the Delaware
Trustee, on behalf of and as to itself, hereby represents and warrants for the
benefit of the Depositor and the Securityholders that:

            (a) the Delaware Corporation is a corporation duly organized,
      validly existing and in good standing under the laws of the State of
      Delaware;

            (b) the Delaware Corporation in its separate corporate capacity and
      in its capacity as the Delaware Trustee has full corporate power,
      authority and legal right to execute and deliver this Trust Agreement and
      to perform its obligations under this Trust Agreement and has taken all
      necessary action to authorize the execution, delivery and performance by
      it of this Trust Agreement;

            (c) this Trust Agreement has been duly authorized, executed and
      delivered by the Delaware Trustee and constitutes the valid and legally
      binding agreement of the Delaware Trustee, enforceable against it in
      accordance with its terms, subject to bankruptcy, insolvency, fraudulent
      transfer, reorganization, moratorium and similar laws of general
      applicability relating to or affecting creditors' rights and to general
      equity principles;

            (d) the execution, delivery and performance of this Trust Agreement
      and the consummation of the transactions contemplated thereby by the
      Delaware Corporation in its capacity as Delaware Trustee of this Trust
      Agreement have been duly authorized by all necessary corporate action on
      the part of the Delaware Corporation in its separate corporate capacity
      and as the Delaware Trustee and do not require any approval of
      stockholders of the Delaware Corporation and such execution, delivery and
      performance will not (i) violate the Delaware Corporation's charter or
      by-laws, or (ii) violate any law, governmental rule or regulation of the
      United States or the State of Delaware governing the trust or corporate
      powers the Delaware Corporation in its capacity as the Delaware Trustee or
      in its separate corporate capacity, or any indenture, mortgage, bank
      credit agreement, note or bond purchase agreement, long-term lease,
      license or other agreement or any order, judgment or decree applicable to
      the Delaware Corporation or the Delaware Trustee;

            (e) neither the authorization, execution, delivery or performance by
      the Delaware Corporation or the Delaware Trustee of this Trust Agreement,
      nor the consummation of any of the transactions by the Delaware
      Corporation or the Delaware

                                       32


      Trustee contemplated herein or therein, nor the issuance of the Trust
      Securities Certificates pursuant to this Trust Agreement require the
      consent or approval of, the withholding of objection on the part of, the
      giving of notice to, the filing, the registration, or the qualification
      with or the taking of any other action with respect to any governmental
      authority or agency under any existing federal or Delaware law governing
      the trust or corporate powers of the Delaware Trustee; and

            (f) There are no proceedings pending or threatened against the
      Delaware Corporation or the Delaware Trustee in any court or before any
      governmental authority, agency or arbitration board or tribunal which,
      individually or in the aggregate, would have a material adverse effect on
      the right, power and authority of the Delaware Corporation or the Delaware
      Trustee to enter into or perform its obligations under this Trust
      Agreement.

      SECTION 7.03 REPRESENTATIONS AND WARRANTIES OF DEPOSITOR.

      The Depositor hereby represents and warrants for the benefit of the
      Securityholders that:

            (a) the Trust Securities Certificates issued at the Closing Date on
      behalf of the Trust have been duly authorized and will have been, duly and
      validly executed, issued and delivered by the Trustees pursuant to the
      terms and provisions of, and in accordance with the requirements of, this
      Trust Agreement and the Securityholders will be, as of such date, entitled
      to the benefits of this Trust Agreement; and

            (b) there are no taxes, fees or other governmental charges payable
      by the Trust (or the Trustees on behalf of the Trust) under the laws of
      the State of Delaware or any political subdivision thereof in connection
      with the execution, delivery and performance by the Property Trustee or
      the Delaware Trustee, as the case may be, of this Trust Agreement.

                                  ARTICLE VIII

                                  THE TRUSTEES

      SECTION 8.01 CERTAIN DUTIES AND RESPONSIBILITIES.

            (a) The rights, duties and responsibilities of the Trustees shall be
      as provided by this Trust Agreement and the Delaware Statutory Trust Act
      and, in the case of the Property Trustee, the Trust Indenture Act.
      Notwithstanding the foregoing, no provision of this Trust Agreement shall
      require the Trustees to expend or risk their own funds or otherwise incur
      any financial liability in the performance of any of their duties
      hereunder, or in the exercise of any of their rights or powers, if they
      shall have reasonable grounds for believing that repayment of such funds
      or adequate indemnity against such risk or liability is not reasonably
      assured to them. Whether or not therein expressly so provided, every
      provision of this Trust Agreement relating to the conduct or affecting the
      liability of or affording protection to the Trustees shall be subject to
      the provisions of this Section.

                                       33


            (b) All payments made by the Property Trustee in respect of the
      Trust Securities shall be made only from the income and proceeds from the
      Trust Property and only to the extent that there shall be sufficient
      income or proceeds from the Trust Property to enable the Property Trustee
      to make payments in accordance with the terms hereof. Each Securityholder,
      by its acceptance of a Trust Security, agrees that it will look solely to
      the income and proceeds from the Trust Property to the extent available
      for distribution to it as herein provided and that the Trustees are not
      personally liable to such Holder for any amount distributable in respect
      of any Trust Security or for any other liability in respect of any Trust
      Security. This Section 8.01(b) does not limit the liability of the
      Trustees expressly set forth elsewhere in this Trust Agreement or, in the
      case of the Property Trustee, in the Trust Indenture Act.

      SECTION 8.02 NOTICE OF DEFAULTS. Within 90 days after the occurrence of
any default known to the Property Trustee, the Property Trustee shall transmit,
in the manner and to the extent provided in Section 10.08, notice of any such
default to the Securityholders, the Administrative Trustees and the Depositor,
unless such default shall have been cured or waived. For the purpose of this
Section, the term "default" means any event which is, or after notice or lapse
of time or both would become, an Event of Default.

      SECTION 8.03 CERTAIN RIGHTS OF PROPERTY TRUSTEE. Subject to the provisions
of Section 8.01 and except as provided by law:

                  (i) the Property Trustee may rely and shall be protected in
            acting or refraining from acting in good faith upon any resolution,
            Opinion of Counsel, certificate, written representation of a Holder
            or transferee, certificate of auditors or any other certificate,
            statement, instrument, opinion, report, notice, request, consent,
            order, appraisal, bond or other paper or document believed by it to
            be genuine and to have been signed or presented by the proper party
            or parties;

                  (ii) if (A) in performing its duties under this Trust
            Agreement the Property Trustee is required to decide between
            alternative courses of action, or (B) in construing any of the
            provisions in this Trust Agreement the Property Trustee finds the
            same ambiguous or inconsistent with any other provisions contained
            herein, or (C) the Property Trustee is unsure of the application of
            any provision of this Trust Agreement, then, except as to any matter
            as to which the Trust Preferred Securityholders are entitled to vote
            under the terms of this Trust Agreement, the Property Trustee shall
            deliver a notice to the Depositor requesting written instructions of
            the Depositor as to the course of action to be taken. The Property
            Trustee shall take such action, or refrain from taking such action,
            as the Property Trustee shall be instructed in writing to take, or
            to refrain from taking, by the Depositor; provided, however, that if
            the Property Trustee does not receive such instructions of the
            Depositor within ten Business Days after it has delivered such
            notice, or such reasonably shorter period of time set forth in such
            notice (which to the extent practicable shall not be less than two
            Business Days), it may, but shall be under no duty to, take or
            refrain from taking such action not inconsistent with this Trust
            Agreement as it shall deem advisable and in the best

                                       34


            interests of the Securityholders, in which event the Property
            Trustee shall have no liability except for its own bad faith
            negligence or willful misconduct;

                  (iii) the Property Trustee may consult with counsel of its
            selection and the written advice of such counsel or any Opinion of
            Counsel shall be full and complete authorization and protection in
            respect of any action taken, suffered or omitted by it hereunder in
            good faith and in reliance thereon;

                  (iv) the Property Trustee shall be under no obligation to
            exercise any of the rights or powers vested in it by this Trust
            Agreement at the request or direction of any of the Securityholders
            pursuant to this Trust Agreement, unless such Securityholders shall
            have offered to the Property Trustee reasonable security or
            indemnity against the costs, expenses and liabilities which might be
            incurred by it in compliance with such request or direction;

                  (v) the Property Trustee shall not be bound to make any
            investigation into the facts or matters stated in any resolution,
            certificate, statement, instrument, opinion, report, notice,
            request, consent, order, approval, bond or other document, unless
            requested in writing to do so by one or more Securityholders; and

                  (vi) the Property Trustee may execute any of the trusts or
            powers hereunder or perform any duties hereunder either directly or
            by or through its agents or attorneys, provided that the Property
            Trustee shall be responsible for its own negligence or recklessness
            with respect to selection of any agent or attorney appointed by it
            hereunder.

      SECTION 8.04 NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES. The
recitals contained herein and in the Trust Securities Certificates shall be
taken as the statements of the Depositor, and the Trustees do not assume any
responsibility for their correctness. The Trustees shall not be accountable for
the use or application by the Trust of the proceeds of the Trust Securities in
accordance with Sections 2.04 and 2.05.

      The Property Trustee may conclusively assume that any funds held by it
hereunder are legally available unless an officer of the Property Trustee
assigned to its Corporate Trustee administrative department shall have received
written notice from the Corporation, any Holder or any other Trustee that such
funds are not legally available.

      SECTION 8.05 TRUSTEE MAY HOLD SECURITIES. Except as provided in the
definition of the term "Outstanding" in Article I, any Trustee or any other
agent of the Trustees or the Trust, in its individual or any other capacity, may
become the owner or pledgee of Trust Securities and may otherwise deal with the
Trust with the same rights it would have if it were not a Trustee or such other
agent.

      SECTION 8.06 COMPENSATION; FEES; INDEMNITY.

      The Depositor agrees:

                                       35



            (1) to pay to the Trustees from time to time reasonable compensation
      for all services rendered by the Trustees hereunder (which compensation
      shall not be limited by any provision of law in regard to the compensation
      of a trustee of an express trust);

            (2) except as otherwise expressly provided herein, to reimburse the
      Trustees upon request for all reasonable expenses, disbursements and
      advances incurred or made by the Trustees in accordance with any provision
      of this Trust Agreement (including the reasonable compensation and the
      expenses and disbursements of their agents and counsel), except any such
      expense, disbursement or advance as may be attributable to their
      negligence, willful misconduct or bad faith; and

            (3) to indemnify the Trustees for, and to hold the Trustees harmless
      against, any and all loss, damage, claims, liability or expense incurred
      without negligence, willful misconduct or bad faith on their part, arising
      out of or in connection with the acceptance or administration of this
      Trust Agreement, including the costs and expenses of defending themselves
      against any claim or liability in connection with the exercise or
      performance of any of its powers or duties hereunder.

      The provisions of this Section 8.06 shall survive the termination of this
Trust Agreement or the resignation or removal of any Trustee.

      SECTION 8.07 TRUSTEES REQUIRED; ELIGIBILITY.

            (a) There shall at all times be a Property Trustee hereunder with
      respect to the Trust Securities. The Property Trustee shall be a
      corporation organized and doing business under the laws of the United
      States of America or any State or Territory thereof or of the District of
      Columbia, or a corporation or Person permitted by the Securities and
      Exchange Commission to act as an institutional trustee under the Trust
      Indenture Act, authorized under such laws to exercise corporate trust
      powers, having a combined capital and surplus of at least $10,000,000, and
      subject to supervision or examination by Federal, State, Territorial or
      District of Columbia authority. If any such Person publishes reports of
      condition at least annually, pursuant to law or to the requirements of its
      supervising or examining authority, then for the purposes of this Section
      the combined capital and surplus of such Person shall be deemed to be its
      combined capital and surplus as set forth in its most recent report of
      condition so published. If at any time the Property Trustee with respect
      to the Trust Securities shall cease to be eligible in accordance with the
      provisions of this Section, it shall resign immediately in the manner and
      with the effect hereinafter specified in this Article.

            (b) There shall at all times be one or more Administrative Trustees
      hereunder. Each Administrative Trustee shall be either a natural person
      who is at least 21 years of age or a legal entity that shall act through
      one or more persons authorized to bind such entity.

            (c) There shall at all times be a Delaware Trustee. The Delaware
      Trustee shall either be (i) a natural person who is at least 21 years of
      age and a resident of the

                                       36


      State of Delaware or (ii) a legal entity with its principal place of
      business in the State of Delaware that shall act through one or more
      persons authorized to bind such entity.

      SECTION 8.08 CONFLICTING INTERESTS.

      If the Property Trustee has or shall acquire a conflicting interest within
the meaning of the Trust Indenture Act, the Property Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided by,
and subject to the provisions of, the Trust Indenture Act and this Trust
Agreement. To the extent permitted by the Trust Indenture Act, the Property
Trustee shall not be deemed to have a conflicting interest by virtue of being
trustee under the Trust Guarantee. Subject to the foregoing, the Depositor and
any Trustee may engage in or possess an interest in other business ventures of
any nature or description, independently or with others, similar or dissimilar
to the business of the Trust, and the Trust and the Securityholders shall have
no rights by virtue of this Trust Agreement in and to such independent ventures
or the income or profits derived therefrom, and the pursuit of any such venture,
even if competitive with the business of the Trust, shall not be deemed wrongful
or improper. Neither the Depositor, nor any Trustee, shall be obligated to
present any particular investment or other opportunity to the Trust even if such
opportunity is of a character that, if presented to the Trust, could be taken by
the Trust, (individually or as a partner or fiduciary) or to recommend to others
any such particular investment or other opportunity. Any Trustee may engage or
be interested in any financial or other transaction with the Depositor or any
Affiliate of the Depositor, or may act as depository for, trustee or agent for,
or act on any committee or body of holders of, securities or other obligations
of the Depositor or its Affiliates.

      SECTION 8.09 CO-PROPERTY TRUSTEES AND SEPARATE TRUSTEE.

      At any time or times, for the purpose of meeting the legal requirements of
the Trust Indenture Act or of any jurisdiction in which any part of the Trust
Property may at the time be located, the Holder of the Trust Common Securities
and the Property Trustee shall have power to appoint, and upon the written
request of the Property Trustee, the Depositor shall for such purpose join with
the Property Trustee in the execution, delivery and performance of all
instruments and agreements necessary or proper to appoint, one or more Persons
approved by the Property Trustee either to act as co-property trustee, jointly
with the Property Trustee, of all or any part of such Trust Property, or to act
as separate trustee of any such Trust Property, in either case with such powers
as may be provided in the instrument of appointment, and to vest in such Person
or Persons in the capacity aforesaid, any property, title, right or power deemed
necessary or desirable, subject to the other provisions of this Agreement. If
the Depositor does not join in such appointment within 15 days after the receipt
by it of a request so to do, or in case an Debenture Indenture Event of Default
has occurred and is continuing, the Property Trustee alone shall have power to
make such appointment. Any co-property trustee or separate trustee appointed
pursuant to this Section shall satisfy the requirements of Section 8.07.

      Should any written instrument from the Depositor be required by any
co-property trustee or separate trustee so appointed for more fully confirming
to such co-property trustee or separate trustee such property, title, right, or
power, any and all such instruments shall, on request, be executed,
acknowledged, and delivered by the Depositor.

                                       37


      Every co-property trustee or separate trustee shall, to the extent
permitted by law, but to such extent only, be appointed subject to the following
terms, namely:

            (i) The Trust Securities shall be executed, authenticated and
      delivered and all rights, powers, duties, and obligations hereunder in
      respect of the custody of securities, cash and other personal property
      held by, or required to be deposited or pledged with, the Trustees
      hereunder, shall be exercised, solely by the Trustees.

            (ii) The rights, powers, duties, and obligations hereby conferred or
      imposed upon the Property Trustee in respect of any property covered by
      such appointment shall be conferred or imposed upon and exercised or
      performed by the Property Trustee or by the Property Trustee and such
      co-property trustee or separate trustee jointly, as shall be provided in
      the instrument appointing such co-property trustee or separate trustee,
      except to the extent that under any law of any jurisdiction in which any
      particular act is to be performed, the Property Trustee shall be
      incompetent or unqualified to perform such act, in which event such
      rights, powers, duties, and obligations shall be exercised and performed
      by such co-property trustee or separate trustee.

            (iii) The Property Trustee at any time, by an instrument in writing
      executed by it, with the written concurrence of the Depositor, may accept
      the resignation of or remove any co-property trustee or separate trustee
      appointed under this Section, and, in case an Debenture Indenture Event of
      Default has occurred and is continuing, the Property Trustee shall have
      power to accept the resignation of, or remove, any such co-property
      trustee or separate trustee without the concurrence of the Depositor. Upon
      the written request of the Property Trustee, the Depositor shall join with
      the Property Trustee in the execution, delivery, and performance of all
      instruments and agreements necessary or proper to effectuate such
      resignation or removal. A successor to any co-property trustee or separate
      trustee so resigned or removed may be appointed in the manner provided in
      this Section.

            (iv) No co-property trustee or separate trustee hereunder shall be
      personally liable by reason of any act or omission of the Property
      Trustee, or any other such trustee hereunder.

            (v) The Trustees shall not be liable by reason of any act of a
      co-property trustee or separate trustee.

            (vi) Any Act of Holders delivered to the Property Trustee shall be
      deemed to have been delivered to each such co-property trustee and
      separate trustee.

      SECTION 8.10 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

      No resignation or removal of any Trustee (the "Relevant Trustee") and no
appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 8.11.

                                       38


      Subject to the immediately preceding paragraph, the Relevant Trustee may
resign at any time by giving written notice thereof to the Holders. If the
instrument of acceptance by the successor Trustee required by Section 8.11 shall
not have been delivered to the Relevant Trustee within 30 days after the giving
of such notice of resignation, the resigning Relevant Trustee may petition, at
the expense of the Trust, any court of competent jurisdiction for the
appointment of a successor Relevant Trustee.

      Unless an Debenture Indenture Event of Default shall have occurred and be
continuing, any Trustee may be removed at any time by Act of the Holder of the
Trust Common Securities. If a Debenture Indenture Event of Default shall have
occurred and be continuing, the Property Trustee or the Delaware Trustee, or
both of them, may be removed at such time by Act of the Holders of a majority in
Liquidation Amount of the Trust Preferred Securities, delivered to the Relevant
Trustee (in its individual capacity and on behalf of the Trust). An
Administrative Trustee may be removed by the Holder of the Trust Common
Securities at any time. In no event will the Holders of the Trust Preferred
Securities have a right to vote to appoint, remove or replace the Administrative
Trustees.

      If any Trustee shall resign, be removed or become incapable of continuing
to act as Trustee, or if a vacancy shall occur in the office of any Trustee for
any reason, at a time when no Debenture Indenture Event of Default shall have
occurred and be continuing, the Holder of the Trust Common Securities, by its
Act of the Holders of the Trust Common Securities, shall promptly appoint a
successor Trustee or successor Trustees, and each retiring Trustee shall comply
with the applicable requirements of Section 8.11. If the Property Trustee or the
Delaware Trustee shall resign, be removed or become incapable of continuing to
act as the Property Trustee or the Delaware Trustee, as the case may be, or a
vacancy shall occur in the office of any such Trustee for any reason, at a time
when an Debenture Indenture Event of Default shall have occurred and be
continuing, the Holders of Trust Preferred Securities, by Act of the Holders of
a majority in Liquidation Amount of the Trust Preferred Securities then
Outstanding, shall promptly appoint a successor Relevant Trustee or Relevant
Trustees and such successor Relevant Trustee or Relevant Trustees shall comply
with the applicable requirements of Section 8.11. If an Administrative Trustee
shall resign, be removed or become incapable of acting as Administrative
Trustee, or a vacancy shall occur in the office of any such Trustee for any
reason, at a time when a Debenture Indenture Event of Default shall have
occurred and be continuing, the Holder of the Trust Common Securities, by Act of
the Holder of the Trust Common Securities, shall promptly appoint a successor
Administrative Trustee or Administrative Trustees and such successor
Administrative Trustee or Administrative Trustees shall comply with the
applicable requirements of Section 8.11. If no successor Relevant Trustee shall
have been so appointed in accordance with this Section 8.10 and accepted
appointment in the manner required by Section 8.11, any Holder who has been a
Holder of Trust Securities for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Relevant Trustee.

      The Property Trustee shall give notice of each resignation and each
removal of a Trustee and each appointment of a successor Trustee to all Holders
in the manner provided in Section 10.08 and shall give notice to the Depositor.
Each notice shall include the name of the successor Relevant Trustee and the
address of its Corporate Trust Office if it is the Property Trustee.

                                       39


      Notwithstanding the foregoing or any other provision of this Trust
Agreement, in the event any Administrative Trustee or a Delaware Trustee who is
a natural person dies or becomes, in the opinion of the Depositor, incompetent
or incapacitated, the vacancy created by such death, incompetence or incapacity
may be filled by (i) the act of the remaining Administrative Trustee or (ii)
otherwise by the Depositor (with the successor in each case being a Person who
satisfies the eligibility requirements for an Administrative Trustee or a
Delaware Trustee, as the case may be, set forth in Section 8.07).

      SECTION 8.11 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR. In case of the
appointment hereunder of a successor Relevant Trustee, every such successor
Relevant Trustee so appointed shall execute, acknowledge and deliver to the
Trust and to the retiring Relevant Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Relevant
Trustee shall become effective and such successor Relevant Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Relevant Trustee; but, on the request
of the Depositor or the successor Relevant Trustee, such retiring Relevant
Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Relevant Trustee all the rights, powers and
trusts of the retiring Relevant Trustee and shall duly assign, transfer and
deliver to such successor Relevant Trustee all property and money held by such
retiring Relevant Trustee hereunder.

      Upon request of any such successor Relevant Trustee, the Trust shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Relevant Trustee all such rights, powers and trusts
referred to in the preceding paragraph.

      No successor Relevant Trustee shall accept its appointment unless at the
time of such acceptance such successor Relevant Trustee shall be qualified and
eligible under this Article.

      SECTION 8.12 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

      Any Person into which the Property Trustee, Delaware Trustee or any
Administrative Trustee which is not a natural person may be merged or converted
or with which it may be consolidated, or any Person resulting from any merger,
conversion or consolidation to which such Relevant Trustee shall be a party, or
any Person succeeding to all or substantially all the corporate trust business
of such Relevant Trustee, shall be the successor of such Relevant Trustee
hereunder, provided such Person shall be otherwise qualified and eligible,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto.

      SECTION 8.13 PREFERENTIAL COLLECTION OF CLAIMS AGAINST DEPOSITOR OR TRUST.

      If and when the Property Trustee shall be or become a creditor of the
Depositor or the Trust (or any other obligor upon the Subordinated Debentures or
the Trust Securities), the Property Trustee shall be subject to the provisions
of the Trust Indenture Act regarding the collection of claims against the
Depositor or Trust (or any such other obligor). For purposes of Section
311(b)(4) and (6) of the Trust Indenture Act:

            (a) "cash transaction" means any transaction in which full payment
      for goods or securities sold is made within seven days after delivery of
      the goods or securities in

                                       40


      currency or in checks or other orders drawn upon banks or bankers and
      payable upon demand; and

            (b) "self-liquidating paper" means any draft, bill of exchange,
      acceptance or obligation which is made, drawn, negotiated or incurred by
      the Depositor or the Trust (or any such obligor) for the purpose of
      financing the purchase, processing, manufacturing, shipment, storage or
      sale of goods, wares or merchandise and which is secured by documents
      evidencing title to, possession of, or a lien upon, the goods, wares or
      merchandise or the receivables or proceeds arising from the sale of the
      goods, wares or merchandise previously constituting the security, provided
      the security is received by the Property Trustee simultaneously with the
      creation of the creditor relationship with the Depositor or the Trust (or
      any such obligor) arising from the making, drawing, negotiating or
      incurring of the draft, bill of exchange, acceptance or obligation.

      SECTION 8.14 REPORTS BY PROPERTY TRUSTEE.

            (a) Within 60 days after May 15 of each year commencing with
      _________, if required by Section 313(a) of the Trust Indenture Act, the
      Property Trustee shall transmit a brief report dated as of such May 15
      with respect to any of the events specified in such Section 313(a) that
      may have occurred since the later of the date of this Trust Agreement or
      the preceding May 15.

            (b) The Property Trustee shall transmit to Securityholders the
      reports required by Section 313(b) of the Trust Indenture Act at the times
      specified therein.

            (c) Reports pursuant to this Section shall be transmitted in the
      manner and to the Persons required by Sections 313(c) and (d) of the Trust
      Indenture Act.

      SECTION 8.15 REPORTS TO THE PROPERTY TRUSTEE. The Depositor and the
Administrative Trustees on behalf of the Trust shall provide to the Property
Trustee, any securities exchange upon which the Trust Securities may be listed
and the Commission such documents, reports and information as required by
Section 314 of the Trust Indenture Act (if any) and, within 120 days after the
end of each fiscal year of the Depositor, the compliance certificate required by
Section 314(a)(4) of the Trust Indenture Act in the form and in the manner
required by Section 314 of the Trust Indenture Act.

      SECTION 8.16 EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT. Each of the
Depositor and the Administrative Trustees on behalf of the Trust shall provide
to the Property Trustee such evidence of compliance with any conditions
precedent, if any, provided for in this Trust Agreement that relate to any of
the matters set forth in Section 314(c) of the Trust Indenture Act. Any
certificate or opinion required to be given pursuant to Section 314(c)(1) of the
Trust Indenture Act shall comply with Section 314(e) of the Trust Indenture Act.

      SECTION 8.17 NUMBER OF TRUSTEES.

            (a) The number of Trustees shall initially be four, provided that
      the Depositor by written instrument may increase the number of
      Administrative Trustees or decrease the number to one but not to zero.

                                       41


            (b) If a Trustee ceases to hold office for any reason and the number
      of Administrative Trustees is not reduced pursuant to Section 8.17(a), or
      if the number of Trustees is increased pursuant to Section 8.17(a), a
      vacancy shall occur. The vacancy shall be filled with a Trustee appointed
      in accordance with Section 8.10.

            (c) The death, resignation, retirement, removal, bankruptcy,
      incompetence or incapacity to perform the duties of a Trustee shall not
      operate to annul the Trust. Whenever a vacancy in the number of
      Administrative Trustees shall occur, until such vacancy is filled by the
      appointment of an Administrative Trustee in accordance with Section 8.10,
      the Administrative Trustees in office, regardless of their number (and
      notwithstanding any other provision of this Trust Agreement), shall have
      all powers granted to the Administrative Trustees and shall discharge the
      duties imposed upon the Administrative Trustees by this Trust Agreement.

      SECTION 8.18 DELEGATION OF POWER.

            (a) Any Administrative Trustee, may, by power of attorney consistent
      with applicable law, delegate to any other natural person over the age of
      21 his or her power for the purpose of executing any documents
      contemplated in Section 2.07(A), including any registration statement or
      amendment thereto filed with the Commission, or making any other
      governmental filing; and

            (b) The Administrative Trustees shall have power to delegate from
      time to time to such of their number the doing of such things and the
      execution of such instruments either in the name of the Trust or the names
      of the Administrative Trustees or otherwise as the Administrative Trustees
      may deem expedient, to the extent such delegation is not prohibited by
      applicable law or contrary to the provisions of the Trust, as set forth
      herein.

      SECTION 8.19 ENFORCEMENT OF RIGHTS OF PROPERTY TRUSTEE BY SECURITYHOLDERS.

      If a Debenture Indenture Event of Default occurs and is continuing, then
(i) the Holders of Trust Preferred Securities will rely on the enforcement by
the Property Trustee of its rights against the Corporation as the holder of the
Subordinated Debentures and (ii) the Holders of a majority in aggregate
Liquidation Amount of the Trust Preferred Securities will have the right to
direct the time, method, and place of conducting any proceeding for any remedy
available to the Property Trustee or to direct the exercise of any trust or
power conferred upon the Property Trustee under this Trust Agreement, including
the right to direct the Property Trustee to exercise the remedies available to
it as a holder of the Subordinated Debentures, provided that such direction
shall not be in conflict with any rule of law or with this Trust Agreement, and
could not involve the Property Trustee in personal liability in circumstances
where reasonable indemnity would not be adequate. If the Property Trustee fails
to enforce its rights under the Subordinated Debentures, a Holder of Trust
Preferred Securities may, to the extent permitted by applicable law, institute a
legal proceeding against the Corporation to enforce its rights under this Trust
Agreement without first instituting any legal proceeding against the Property
Trustee or any other Person, including the Trust; it being understood and
intended that no one or more of such Holders shall have any right in any manner
whatsoever by virtue of, or by availing of, any

                                       42


provision of this Trust Agreement to affect, disturb or prejudice the rights of
any other of such Holders or to obtain or to seek to obtain priority or
preference over any other of such Holders or to enforce any right under this
Trust Agreement, except in the manner herein provided and for the equal and
ratable benefit of all such Holders. Notwithstanding the foregoing, a Holder of
Trust Preferred Securities may institute a legal proceeding directly against the
Corporation without first instituting a legal proceeding against or requesting
or directing that action be taken by the Property Trustee or any other Person,
for enforcement of payment to such Holder of principal of or interest on the
Subordinated Debentures having a principal amount equal to the aggregate stated
Liquidation Amount of the Trust Preferred Securities of such Holder on or after
the due dates therefor specified or provided for in the Subordinated Debentures.
The Corporation shall be subrogated to all rights of the Holders of Trust
Preferred Securities in respect of any amounts paid to such Holders by the
Corporation pursuant to this Section.

                                   ARTICLE IX

                           TERMINATION AND LIQUIDATION

      SECTION 9.01 TERMINATION UPON EXPIRATION DATE. The Trust shall
automatically terminate on ________________ (the "Expiration Date") or earlier
pursuant to Section 9.02 or 9.03.

      SECTION 9.02 EARLY TERMINATION. Upon the first to occur of any of the
following events (such first occurrence, an "Early Termination Event"), the
Trust shall be dissolved and terminated in accordance with the terms hereof:

                  (i) the occurrence of a Bankruptcy Event in respect of the
            Depositor, dissolution or liquidation of the Depositor (other than
            in connection with a transaction permitted by Section 801 of the
            Subordinated Debenture Indenture), or the dissolution of the Trust
            pursuant to judicial decree;

                  (ii) the delivery of written direction to the Property Trustee
            by the Depositor at any time (which direction is optional and wholly
            within the discretion of the Depositor) to terminate the Trust and
            distribute the Subordinated Debentures to Securityholders as
            provided in Section 9.04; and

                  (iii) the payment at maturity or redemption of all of the
            Subordinated Debentures, and the consequent payment of the Trust
            Securities.

      SECTION 9.03 TERMINATION. The respective obligations and responsibilities
of the Trust and the Trustees created hereby shall terminate upon the latest to
occur of the following: (a) the distribution by the Property Trustee to
Securityholders upon the liquidation of the Trust pursuant to Section 9.04, or
upon the redemption of all of the Trust Securities pursuant to Section 4.02, of
all amounts or instruments required to be distributed hereunder upon the final
payment of the Trust Securities; (b) the payment of any expenses owed by the
Trust; or (c) the discharge of all administrative duties of the Administrative
Trustees, including the performance of any tax reporting obligations with
respect to the Trust or the Securityholders.

      SECTION 9.04 LIQUIDATION.

                                       43


            (a) If any Early Termination Event specified in clause (ii) of
      Section 9.02 occurs, the Trust shall be liquidated and the Property
      Trustee shall distribute the Subordinated Debentures to the
      Securityholders as provided in this Section 9.04.

            (b) In connection with a distribution of the Subordinated
      Debentures, each Holder of Trust Securities shall be entitled to receive
      after the satisfaction of liabilities to creditors of the Trust (as
      evidenced by a certificate of the Administrative Trustees), a Like Amount
      of Subordinated Debentures. Notice of liquidation shall be given by the
      Trustees by first-class mail, postage prepaid, mailed not later than 30
      nor more than 60 days prior to the Liquidation Date to each Holder of
      Trust Securities at such Holder's address appearing in the Security
      Register. All notices of liquidation shall:

                  (i) state the Liquidation Date;

                  (ii) state that from and after the Liquidation Date, the Trust
            Securities will no longer be deemed to be Outstanding and any Trust
            Securities Certificates not surrendered for exchange will be deemed
            to represent a Like Amount of Subordinated Debentures; and

                  (iii) provide such information with respect to the mechanics
            by which Holders may exchange Trust Securities Certificates for
            Subordinated Debentures as the Administrative Trustees or the
            Property Trustee shall deem appropriate.

            (c) In order to effect the liquidation of the Trust and distribution
      of the Subordinated Debentures to Securityholders, the Property Trustee
      shall establish a record date for such distribution (which shall be not
      more than 45 days prior to the Liquidation Date) and, either itself acting
      as exchange agent or through the appointment of a separate exchange agent,
      shall establish such procedures as it shall deem appropriate to effect the
      distribution of Subordinated Debentures in exchange for the Outstanding
      Trust Securities Certificates.

            (d) After the Liquidation Date, (i) the Trust Securities will no
      longer be deemed to be Outstanding, (ii) certificates representing a Like
      Amount of Subordinated Debentures will be issued to Holders of Trust
      Securities Certificates, upon surrender of such certificates to the
      Administrative Trustees or their agent for exchange, (iii) any Trust
      Securities Certificates not so surrendered for exchange will be deemed to
      represent a Like Amount of Subordinated Debentures, accruing interest at
      the rate provided for in the Subordinated Debentures from the last
      Distribution Date on which a Distribution was made on such Trust
      Certificates until such certificates are so surrendered (and until such
      certificates are so surrendered, no payments of interest or principal will
      be made to Holders of Trust Securities Certificates with respect to such
      Subordinated Debentures) and (iv) all rights of Securityholders holding
      Trust Securities will cease, except the right of such Securityholders to
      receive Subordinated Debentures upon surrender of Trust Securities
      Certificates.

            (e) The Depositor will use its best efforts to have the Subordinated
      Debentures that are distributed in exchange for the Trust Preferred
      Securities listed on

                                       44


      such securities exchange as the Trust Preferred Securities are then
      listed. The Depositor may elect to have the Subordinated Debentures issued
      in book-entry form to the Clearing Agency or its nominee.

      SECTION 9.05 BANKRUPTCY. If an Early Termination Event specified in clause
(i) of Section 9.02 has occurred, the Trust shall be liquidated. The Property
Trustee shall distribute the Subordinated Debentures to the Securityholders as
provided in Section 9.04, unless such distribution is determined by the
Administrative Trustees not to be practical, in which event the Holders will be
entitled to receive out of the assets of the Trust available for distribution to
Securityholders, after satisfaction of liabilities to creditors, an amount equal
to the Liquidation Amount per Trust Security plus accrued and unpaid
Distributions thereon to the date of payment (such amount being the "Liquidation
Distribution"). If such Liquidation Distribution can be paid only in part
because the Trust has insufficient assets available to pay in full the aggregate
Liquidation Distribution, then, subject to the next succeeding sentence, the
amounts payable by the Trust on the Trust Securities shall be paid on a pro rata
basis (based upon Liquidation Amounts). The Holder of the Trust Common
Securities will be entitled to receive Liquidation Distributions upon any such
dissolution, winding-up or termination pro rata (determined as aforesaid) with
Holders of Trust Preferred Securities, except that, if an Debenture Indenture
Event of Default has occurred and is continuing, the Trust Preferred Securities
shall have a priority over the Trust Common Securities pursuant to Section 4.03.

                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

      SECTION 10.01 RESERVED. Subject to the terms and conditions hereof, the
Depositor irrevocably and unconditionally guarantees to each person or entity to
whom the Trust is now or hereafter becomes indebted or liable (the
"Beneficiaries") the full payment, when and as due, of any and all Obligations
(as hereinafter defined) to such Beneficiaries. As used herein, "Obligations"
means any indebtedness, expenses or liabilities of the Trust, other than
obligations of the Trust to pay to Holders of any Trust Securities or other
similar interests in the Trust the amounts due such Holders pursuant to the
terms of the Trust Preferred Securities or such other similar interests, as the
case may be. Such guarantee is intended to be for the benefit of, and to be
enforceable by, all such Beneficiaries, whether or not such Beneficiaries have
received notice hereof.

      SECTION 10.02 LIMITATION OF RIGHTS OF SECURITYHOLDERS. The bankruptcy,
death or dissolution or incapacity of any Person having an interest, beneficial
or otherwise, in a Trust Security shall not operate to terminate this Trust
Agreement, nor entitle the legal representatives or heirs of such Person or any
Securityholder for such Person, to claim an accounting, take any action or bring
any proceeding in and for a partition or winding up of the arrangements
contemplated hereby, nor otherwise affect the rights, obligations and
liabilities of the parties hereto or any of them.

      SECTION 10.03 AMENDMENT.

                                       45


            (a) This Trust Agreement may be amended from time to time by the
      Administrative Trustees and the Depositor, without the consent of any
      Securityholders and, except as provided in subsection (e) below, without
      the consent of the Property Trustee or the Delaware Trustee, (i) to cure
      any ambiguity, correct or supplement any provision herein which may be
      inconsistent with any other provision herein, or to make any other
      provisions with respect to matters or questions arising under this Trust
      Agreement, which shall not be inconsistent with the other provisions of
      this Trust Agreement, provided, however, that any such amendment shall not
      adversely affect in any material respect the interests of any
      Securityholder, (ii) to modify, eliminate or add to any provisions of this
      Trust Agreement to such extent as shall be necessary to ensure that the
      Trust will not be classified as other than a grantor trust for United
      States federal income tax purposes at any time that any Trust Securities
      are outstanding; provided, however, that, in the case of clause (i), any
      amendments of this Trust Agreement shall become effective when notice
      thereof is given to the Securityholders or (iii) to provide the Property
      Trustee with the authority to execute on behalf of the Administrative
      Trustees Definitive Trust Preferred Securities Certificates.

            (b) Except as provided in Section 10.03(c) hereof, any provision in
      this Trust Agreement may be amended by the Trust or the Trustees with (i)
      the consent of Securityholders representing not less than a majority
      (based upon Liquidation Amounts) of the Trust Securities then Outstanding
      and (ii) receipt by the Trustees of an Opinion of Counsel to the effect
      that such amendment or the exercise of any power granted to the Trustees
      in accordance with such amendment will not affect the Trust's status as a
      grantor trust for United States federal income tax purposes or the Trust's
      exemption from status of an "investment company" under the Investment
      Company Act.

            (c) In addition to and notwithstanding any other provision in this
      Trust Agreement, without the consent of each affected Securityholder (such
      consent being obtained in accordance with Section 6.03 or 6.06 hereof),
      this Trust Agreement may not be amended to (i) change the amount or timing
      of any Distribution (or payment upon redemption) on the Trust Securities
      or otherwise adversely affect the amount of any Distribution (or payment
      upon redemption) required to be made in respect of the Trust Securities as
      of a specified date, (ii) restrict the right of a Securityholder to
      institute suit for the enforcement of any such payment on or after such
      date, (iii) change the purpose of the Trust, (iv) authorize the issuance
      of any additional beneficial interests in the Trust, or (v) change the
      consent required pursuant to this Section 10.03.

            (d) Notwithstanding any other provisions of this Trust Agreement,
      the Trustees shall not enter into or consent to any amendment to this
      Trust Agreement which would cause the Trust to be treated other than as a
      grantor trust for United States federal income tax purposes or to fail or
      cease to qualify for the exemption from status of an "investment company"
      under the Investment Company Act of 1940, as amended, afforded by Rule
      3a-5 thereunder.

            (e) Without the consent of the Depositor, this Trust Agreement may
      not be amended in a manner which imposes any additional obligation on the
      Depositor. Without the consent of the Property Trustee or the Delaware
      Trustee, as the case may be, this

                                       46


      Trust Agreement may not be amended in a manner which affects the powers,
      duties or rights of the Property Trustee or the Delaware Trustee,
      respectively. In executing any amendment permitted by this Trust
      Agreement, the Trustees shall be entitled to receive, and (subject to
      Section 8.01) shall be fully protected in relying upon an Opinion of
      Counsel stating that the execution of such amendment is authorized or
      permitted by this Trust Agreement. Any Trustee may, but shall not be
      obligated to, enter into any such amendment which affects such Trustee's
      own rights, duties, immunities or liabilities under this Trust Agreement
      or otherwise.

            (f) In the event that any amendment to this Trust Agreement is made,
      the Administrative Trustees shall promptly provide to the Depositor a copy
      of such amendment.

      SECTION 10.04 SEPARABILITY. In case any provision in this Trust Agreement
or in the Trust Securities Certificates shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

      SECTION 10.05 GOVERNING LAW. THIS TRUST AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF EACH OF THE SECURITYHOLDERS, THE TRUST AND THE TRUSTEES WITH
RESPECT TO THIS TRUST AGREEMENT AND THE TRUST SECURITIES SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF DELAWARE.

      SECTION 10.06 NOTICE OF DEFERRAL OF DISTRIBUTION. In the event that the
Depositor exercises its right to extend an interest payment period in respect of
the Subordinated Debentures pursuant to Section __ of the Supplemental Indenture
and notice of such extension has been provided by the Depositor to the Property
Trustee, the Property Trustee shall give written notice of such extension and of
the deferral of the related Distribution on the Trust Securities, by first-class
mail, postage prepaid, mailed not later than ten days prior to the Distribution
Date upon which such Distribution would otherwise be payable, to each Holder of
Trust Preferred Securities at such Holder's address appearing in the Security
Register.

      SECTION 10.07 HEADINGS. The Article and Section headings are for
convenience only and shall not affect the construction of this Trust Agreement.

      SECTION 10.08 NOTICE AND DEMAND. Any notice, demand or other communication
which by any provision of this Trust Agreement is required or permitted to be
given or served to or upon any Securityholder or the Depositor may be given or
served in writing by deposit thereof, first class postage prepaid, in the United
States mail, hand delivery or facsimile transmission, in each case, addressed,
(i) in the case of a Trust Preferred Securityholder, to such Trust Preferred
Securityholder as such Securityholder's name and address appear on the Security
Register and (ii) in the case of the Trust Common Securityholder or the
Depositor, to D.R. Horton, Inc., 1901 Ascension Blvd., Suite 100, Arlington,
Texas 76006, Attention: Chief Financial Officer, Facsimile No. (817) 856-8252.
Such notice, demand or other communication to or upon a Securityholder shall be
deemed to have been sufficiently given or made, for all purposes, upon hand
delivery, mailing or transmission.

                                       47



      Any notice, demand or other communication which by any provision of this
Trust Agreement is required or permitted to be given or served to or upon the
Trust or the Trustees shall be given in writing addressed (until another address
is published by the Trust) as follows: (i) with respect to the Property Trustee,
_______________________________________________________, __________________
_____, Attention: ___________, Facsimile No. ____________; (ii) with respect to
the Delaware Trustee, _______________________________________________________,
______________________________________________, Attention: ___________,
Facsimile No. ____________; and (ii) with respect to the Administrative
Trustees, to them at the address above for notices to the Depositor, marked
Attention: Administrative Trustees of DRH Capital Trust II, c/o D.R. Horton,
Inc., 1901 Ascension Blvd., Suite 100, Arlington, Texas 76006, Attention: Chief
Financial Officer, Facsimile No. (817) 856-8252. Such notice, demand or other
communication to or upon the Trust or the Trustees shall be deemed to have been
sufficiently given or made only upon actual receipt of the writing by the
applicable Trustee.


      SECTION 10.09 AGREEMENT NOT TO PETITION. Each of the Trustees and the
Depositor agrees for the benefit of the Securityholders that, until at least one
year and one day after the Trust has been terminated in accordance with Article
IX, it shall not file, or join in the filing of, a petition against the Trust
under any bankruptcy, reorganization, arrangement, insolvency, liquidation or
other similar law (including, without limitation, the United States Bankruptcy
Code) (collectively, "Bankruptcy Laws") or otherwise join in the commencement of
any proceeding against the Trust under any Bankruptcy Law. In the event the
Depositor takes action in violation of this Section 10.09, the Property Trustee
agrees, for the benefit of Securityholders, that it shall file an answer with
the bankruptcy court or otherwise properly contest the filing of such petition
by the Depositor against the Trust or the commencement of such action and raise
the defense that the Depositor has agreed in writing not to take such action and
should be stopped and precluded therefrom and such other defenses, if any, as
counsel for the Trustees or the Trust may assert. The provisions of this Section
10.09 shall survive the termination of this Trust Agreement.

      SECTION 10.10 CONFLICT WITH TRUST INDENTURE ACT.

            (a) This Trust Agreement is subject to the provisions of the Trust
      Indenture Act that are required to be part of this Trust Agreement and
      shall, to the extent applicable, be governed by such provisions.

            (b) The Property Trustee shall be the only Trustee which is a
      Trustee for the purposes of the Trust Indenture Act.

            (c) If any provision hereof limits, qualifies or conflicts with
      another provision hereof which is required to be included in this Trust
      Agreement by any of the provisions of the Trust Indenture Act, such
      required provision shall control.

            (d) The application of the Trust Indenture Act to this Trust
      Agreement shall not affect the nature of the Trust Securities as equity
      securities representing undivided beneficial interests in the assets of
      the Trust. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST
      THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER,
      WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL

                                       48


      CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL
      OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE
      TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE
      SUBORDINATION PROVISIONS AND OTHER TERMS OF THE TRUST GUARANTEE AND THE
      SUBORDINATED DEBENTURE INDENTURE AND THIS TRUST AGREEMENT, AND PROVIDE
      NOTICE TO SUCH SECURITYHOLDER AND SUCH OTHERS THAT THOSE TERMS AND
      PROVISIONS SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST
      AND SUCH SECURITYHOLDER AND SUCH OTHERS.

            SECTION 10.11 SUCCESSORS. This Trust Agreement shall be binding upon
      and shall inure to the benefit of any successor to both the Trust and the
      Trustees, including any successor by operation of law.

                                       49


      IN WITNESS WHEREOF, the parties hereto have executed this Trust Agreement
or have caused this Trust Agreement to be executed on their behalf, all as of
the day and year first above written.

                                         D.R. HORTON, INC.

                                         By:____________________________________
                                         Name:__________________________________
                                         Title:_________________________________


                                         _______________________________________

                                         as Property Trustee

                                         By:____________________________________
                                         Name:__________________________________
                                         Title:_________________________________


                                         _______________________________________

                                           as Delaware Trustee

                                         By:____________________________________
                                         Name:__________________________________
                                         Title:_________________________________

                                         ____________, as Administrative Trustee

                                         _______________________________________
                                         _______________________________________
                                         ____________, as Administrative Trustee

                                       50


                                    EXHIBIT A

                    AGREEMENT AS TO EXPENSES AND LIABILITIES

      THIS AGREEMENT AS TO EXPENSES AND LIABILITIES (this "Agreement") is made
as of ___________, between D.R. Horton, Inc., a Delaware corporation (the
"Corporation"), and DRH Capital Trust II, a Delaware Statutory Trust (the
"Trust").

      WHEREAS, the Trust intends to issue its Trust Common Securities (the
"Trust Common Securities") to the Corporation and to issue and sell DRH Capital
Trust II ____ % Trust Preferred Securities (the "Trust Preferred Securities")
with such powers, preferences and special rights and restrictions as are set
forth in the Amended and Restated Trust Agreement of the Trust dated as of
_______, ____ as the same may be amended from time to time (the "Trust
Agreement") and acquire Series ____% Subordinated Debentures due _________ (the
"Subordinated Debentures") from the Corporation; and

      WHEREAS, the Corporation is the issuer of the Subordinated Debentures.

      NOW, THEREFORE, in consideration of the purchase by each holder of the
Trust Securities, which purchase the Corporation hereby agrees shall benefit the
Corporation and which purchase the Corporation acknowledges will be made in
reliance upon the execution and delivery of this Agreement, the Corporation and
the Trust hereby agree as follows:

                                    ARTICLE I

      SECTION 1.01. GUARANTEE BY THE CORPORATION. Subject to the terms and
conditions hereof, the Corporation hereby irrevocably and unconditionally
guarantees to each person or entity to whom the Trust is now or hereafter
becomes indebted or liable (the "Beneficiaries") the full payment, when and as
due, of any and all Obligations (as hereinafter defined) to such Beneficiaries.
As used herein, "Obligations" means any indebtedness, expenses or liabilities of
the Trust, other than obligations of the Trust to pay to holders of any Trust
Securities or other similar interests in the Trust the amounts due such holders
pursuant to the terms of the Trust Preferred Securities or such other similar
interests, as the case may be. This Agreement is intended to be for the benefit
of, and to be enforceable by, all such Beneficiaries, whether or not such
Beneficiaries have received notice hereof.


      SECTION 1.02. TERM OF AGREEMENT. This Agreement shall terminate and be of
no further force and effect upon the date on which there are no Beneficiaries
remaining; provided, however, that this Agreement shall continue to be effective
or shall be reinstated, as the case may be, if at any time any holder of Trust
Preferred Securities or any Beneficiary must restore payment of any sums paid
under the Trust Preferred Securities, under any Obligation, under the Trust
Guarantee Agreement dated the date hereof by the Corporation and ______________,
as guarantee trustee, or under this Agreement for any reason whatsoever. This
Agreement is continuing, irrevocable, unconditional and absolute.




      SECTION 1.03. WAIVER OF NOTICE. The Corporation hereby waives notice of
acceptance of this Agreement and of any Obligation to which it applies or may
apply, and the Corporation hereby waives presentment, demand for payment,
protest, notice of nonpayment, notice of dishonor, notice of redemption and all
other notices and demands.

      SECTION 1.04. NO IMPAIRMENT. The obligations, covenants, agreements and
duties of the Corporation under this Agreement shall in no way be affected or
impaired by reason of the happening from time to time of any of the following:

            (a) the extension of time for the payment by the Trust of all or any
      portion of the Obligations or for the performance of any other obligation
      under, arising out of, or in connection with, the Obligations;

            (b) any failure, omission, delay or lack of diligence on the part of
      the Beneficiaries to enforce, assert or exercise any right, privilege,
      power or remedy conferred on the Beneficiaries with respect to the
      Obligations or any action on the part of the Trust granting indulgence or
      extension of any kind; or

            (c) the voluntary or involuntary liquidation, dissolution, sale of
      any collateral, receivership, insolvency, bankruptcy, assignment for the
      benefit of creditors, reorganization, arrangement, composition or
      readjustment of debt of, or other similar proceedings affecting, the Trust
      or any of the assets of the Trust.

      There shall be no obligation of the Beneficiaries to give notice to, or
obtain the consent of, the Corporation with respect to the happening of any of
the foregoing.

      SECTION 1.05. ENFORCEMENT. A Beneficiary may enforce this Agreement
directly against the Corporation and the Corporation waives any right or remedy
to require that any action be brought against the Trust or any other person or
entity before proceeding against the Corporation.

                                   ARTICLE II

      SECTION 2.01. BINDING EFFECT. All guarantees and agreements contained in
this Agreement shall bind the successors, assigns, receivers, trustees and
representatives of the Corporation and shall inure to the benefit of the
Beneficiaries.

      SECTION 2.02. AMENDMENT. So long as there remains any Beneficiary or any
Trust Preferred Securities are outstanding, this Agreement shall not be modified
or amended in any manner adverse to such Beneficiary or to the holders of the
Trust Preferred Securities without their consent.

      SECTION 2.03. NOTICES. Any notice, request or other communication required
or permitted to be given hereunder shall be given in writing by delivering the
same against receipt therefor by facsimile transmission (confirmed by mail), or
by registered or certified mail, addressed as follows (and if so given, shall be
deemed given when mailed), to-wit:

                                       2


                   DRH Capital Trust II
                   c/o D.R. Horton, Inc.
                   1901 Ascension Blvd., Suite 100
                   Arlington, Texas 76006
                   Attention: Chief Financial Officer
                   Facsimile No. (817) 856-8252

                   D.R. Horton, Inc.
                   1901 Ascension Blvd., Suite 100
                   Arlington, Texas 76006
                   Attention: Chief Financial Officer
                   Facsimile No. (817) 856-8252

      SECTION 2.04. CHOICE OF LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

                                       3


      THIS AGREEMENT is executed as of the date and year first above written.

                                 D.R. HORTON, INC.

                                 By:____________________________________________
                                 Name:__________________________________________
                                 Title:_________________________________________

                                 DRH CAPITAL TRUST II

                                 By:____________________________________________
                                    ____________, as Administrative Trustee

                                 By:____________________________________________
                                    ____________, as Administrative Trustee

                                        4


                                    EXHIBIT B

         THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT AS PROVIDED IN THE
                       TRUST AGREEMENT REFERRED TO HEREIN

             Certificate Number                Number of Trust Common Securities
                     C-1

                 Certificate Evidencing Trust Common Securities
                                       of
                              DRH Capital Trust II

                             Trust Common Securities
               (Liquidation Amount $__ per Trust Common Security)

      DRH Capital Trust II, a statutory business trust formed under the laws of
the State of Delaware (the "Trust"), hereby certifies that D.R. Horton, Inc.,
(the "Holder") is the registered owner of ______ Trust Common Securities of the
Trust representing undivided beneficial interests in the assets of the Trust and
designated the Trust Common Securities (Liquidation Amount $__ per Trust Common
Security) (the "Trust Common Securities"). In accordance with Section 5.10 of
the Trust Agreement (as defined below) the Trust Common Securities are not
transferable, except by operation of law or to an Affiliate of the Holder or a
permitted successor under Section 801 of the Subordinated Debenture Indenture,
dated as of ____________, ____, between the Holder and _________________, as
trustee, and any attempted transfer hereof shall be void. The designations,
rights, privileges, restrictions, preferences and other terms and provisions of
the Trust Common Securities are set forth in, and this certificate and the Trust
Common Securities represented hereby are issued and shall in all respects be
subject to the terms and provisions of, the Amended and Restated Trust Agreement
of the Trust dated as of _________, as the same may be amended from time to time
(the "Trust Agreement"), including the designation of the terms of the Trust
Common Securities as set forth therein. The Trust will furnish a copy of the
Trust Agreement to the Holder without charge upon written request to the Trust
at its principal place of business or registered office.

      Upon receipt of this certificate, the Holder is bound by the Trust
Agreement and is entitled to the benefits thereunder.



      IN WITNESS WHEREOF, the Administrative Trustees of the Trust have executed
this certificate this _____day of _______, ____.

                                      D.R. HORTON, INC.

                                      By:_______________________________________
                                      Name:_____________________________________
                                      Title:____________________________________

                                      DRH CAPITAL TRUST II

                                      By:_______________________________________
                                         ____________, as Administrative Trustee

                                      By:_______________________________________
                                         ____________, as Administrative Trustee

                                       2


                          CERTIFICATE OF AUTHENTICATION

            This is one of the Trust Common Securities referred to in the within
mentioned Trust Agreement.

                                         _______________________________________
                                         ____________, as Administrative Trustee

                                       3


                                    EXHIBIT C

      Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to DRH Capital
Trust II or its agent for registration of transfer, exchange, or payment, and
any certificate issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), any transfer, pledge, or other use hereof for value or
otherwise by or to any person is wrongful inasmuch as the registered owner
thereof, Cede & Co., has an interest herein.

      Certificate Number                   Number of Trust Preferred Securities
              P-                                        CUSIP NO.

                Certificate Evidencing Trust Preferred Securities
                                       of
                              DRH Capital Trust II

                       _____ % Trust Preferred Securities
              (Liquidation Amount $__ per Trust Preferred Security)


      DRH Capital Trust II, a statutory business trust formed under the laws of
the State of Delaware (the "Trust"), hereby certifies that ______________ (the
"Holder") is the registered owner of ______ Trust Preferred Securities of the
Trust representing undivided beneficial interests in the assets of the Trust and
designated the DRH Capital Trust II ____ % Trust Preferred Securities
(Liquidation Amount $__ per Trust Preferred Security) (the "Trust Preferred
Securities"). The Trust Preferred Securities are transferable on the books and
records of the Trust, in person or by a duly authorized attorney, upon surrender
of this certificate duly endorsed and in proper form for transfer as provided in
Section 5.04 of the Trust Agreement (as defined below). The designations,
rights, privileges, restrictions, preferences and other terms and provisions of
the Trust Preferred Securities are set forth in, and this certificate and the
Trust Preferred Securities represented hereby are issued and shall in all
respects be subject to the terms and provisions of, the Amended and Restated
Trust Agreement of the Trust, dated as of _________, ____, as the same may be
amended from time to time (the "Trust Agreement"), including the designation of
the terms of Trust Preferred Securities as set forth therein. The holder of this
certificate is entitled to the benefits of a guarantee by D.R. Horton, Inc., a
Delaware corporation (the "Corporation"), pursuant to a Trust Guarantee
Agreement between the Corporation and _________________ as guarantee trustee,
dated as of _________, ____, as the same may be amended from time to time (the
"Trust Guarantee"), to the extent provided therein. The Trust will furnish a
copy of the Trust Agreement and the Trust Guarantee to the holder of this
certificate without charge upon written request to the Trust at its principal
place of business or registered office.




      Upon receipt of this certificate, the holder of this certificate is bound
by the Trust Agreement and is entitled to the benefits thereunder.

      IN WITNESS WHEREOF, the Administrative Trustees of the Trust have executed
this certificate this _____ day of _________, ____.

                                         DRH CAPITAL TRUST II

                                         By:____________________________________
                                            _________, as Administrative Trustee

                                         By:____________________________________
                                            _________, as Administrative Trustee

                          CERTIFICATE OF AUTHENTICATION

      This is one of the Trust Preferred Securities referred to in the within
mentioned Trust Agreement.

                                         _______________________________________
                                         ____________, as Administrative Trustee

                                       2


                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Trust Preferred
Security to:

(Insert assignee's social security or tax identification number)
_____________________________
_____________________________
_____________________________
_____________________________

(Insert address and zip code of assignee)
and irrevocably appoints
_____________________________
_____________________________
_____________________________
_____________________________

agent to transfer this Trust Preferred Security Certificate on the books of the
Trust. The agent may substitute another to act for him or her.

Date:_________________________
Signature:_____________________

(Sign exactly as your name appears on the other side of this Trust Preferred
Security Certificate)

                                       3

EX-4.16

Exhibit 4.16

                   FORM OF AMENDED & RESTATED TRUST AGREEMENT

                              DRH CAPITAL TRUST III

                              AMENDED AND RESTATED
                                 TRUST AGREEMENT

                                      AMONG

                        D.R. HORTON, INC., AS DEPOSITOR,


                  _______________________ AS PROPERTY TRUSTEE

                  _______________________ AS DELAWARE TRUSTEE


                                       AND

                         ____________ AND ____________,
                           AS ADMINISTRATIVE TRUSTEES

                                   DATED AS OF

                            ------------------------



                                TABLE OF CONTENTS

                                                                                                                 
ARTICLE I  DEFINED TERMS........................................................................................     1
         Section 1.01        DEFINITIONS........................................................................     1

ARTICLE II  ESTABLISHMENT OF THE TRUST..........................................................................    10
         Section 2.01        NAME...............................................................................    10

         Section 2.02        OFFICES OF THE TRUSTEES; PRINCIPAL PLACE OF BUSINESS...............................    10

         Section 2.03        INITIAL CONTRIBUTION OF TRUST PROPERTY; ORGANIZATIONAL EXPENSES....................    10

         Section 2.04        ISSUANCE OF THE TRUST PREFERRED SECURITIES.........................................    11

         Section 2.05        SUBSCRIPTION AND PURCHASE OF SUBORDINATED DEBENTURES; ISSUANCE OF THE TRUST
                             COMMON SECURITIES..................................................................    11

         Section 2.06        DECLARATION OF TRUST...............................................................    11

         Section 2.07        AUTHORIZATION TO ENTER INTO CERTAIN TRANSACTIONS...................................    11

         Section 2.08        ASSETS OF TRUST....................................................................    16

         Section 2.09        TITLE TO TRUST PROPERTY............................................................    16

         Section 2.10        MERGERS AND CONSOLIDATIONS OF THE TRUST............................................    16

ARTICLE III  PAYMENT ACCOUNT....................................................................................    17
         Section 3.01        PAYMENT ACCOUNT....................................................................    17

ARTICLE IV  DISTRIBUTIONS; REDEMPTION...........................................................................    18
         Section 4.01        DISTRIBUTIONS......................................................................    18

         Section 4.02        REDEMPTION.........................................................................    19

         Section 4.03        SUBORDINATION OF TRUST COMMON SECURITIES...........................................    21

         Section 4.04        PAYMENT PROCEDURES.................................................................    21

         Section 4.05        TAX RETURNS AND REPORTS............................................................    21

ARTICLE V  TRUST SECURITIES CERTIFICATES........................................................................    22
         Section 5.01        INITIAL OWNERSHIP..................................................................    22

         Section 5.02        THE TRUST SECURITIES CERTIFICATES..................................................    22

         Section 5.03        AUTHENTICATION OF TRUST SECURITIES CERTIFICATES....................................    22

         Section 5.04        REGISTRATION OF TRANSFER AND EXCHANGE OF TRUST PREFERRED SECURITIES
                             CERTIFICATES.......................................................................    22

         Section 5.05        MUTILATED, DESTROYED, LOST OR STOLEN TRUST SECURITIES CERTIFICATES.................    23



                                        i



                                                                                                                 
         Section 5.06        PERSONS DEEMED SECURITYHOLDERS.....................................................    23

         Section 5.07        ACCESS TO LIST OF SECURITYHOLDERS' NAMES AND ADDRESSES.............................    24

         Section 5.08        MAINTENANCE OF OFFICE OR AGENCY....................................................    24

         Section 5.09        APPOINTMENT OF PAYING AGENT........................................................    24

         Section 5.10        OWNERSHIP OF TRUST COMMON SECURITIES BY DEPOSITOR..................................    25

         Section 5.11        BOOK-ENTRY TRUST PREFERRED SECURITIES CERTIFICATES; TRUST COMMON SECURITIES
                             CERTIFICATE........................................................................    25

         Section 5.12        NOTICES TO CLEARING AGENCY.........................................................    26

         Section 5.13        DEFINITIVE TRUST PREFERRED SECURITIES CERTIFICATES.................................    26

         Section 5.14        RIGHTS OF SECURITYHOLDERS..........................................................    27

ARTICLE VI  ACTS OF SECURITYHOLDERS; MEETINGS; VOTING...........................................................    27
         Section 6.01        LIMITATIONS ON VOTING RIGHTS.......................................................    27

         Section 6.02        NOTICE OF MEETINGS.................................................................    28

         Section 6.03        MEETINGS OF TRUST PREFERRED SECURITYHOLDERS........................................    28

         Section 6.04        VOTING RIGHTS......................................................................    29

         Section 6.05        PROXIES, ETC.......................................................................    29

         Section 6.06        SECURITYHOLDER ACTION BY WRITTEN CONSENT...........................................    29

         Section 6.07        RECORD DATE FOR VOTING AND OTHER PURPOSES..........................................    29

         Section 6.08        ACTS OF SECURITYHOLDERS............................................................    29

         Section 6.09        INSPECTION OF RECORDS..............................................................    30

ARTICLE VII  REPRESENTATIONS AND WARRANTIES OF THE PROPERTY TRUSTEE, DELAWARE TRUSTEE AND DEPOSITOR.............    31
         Section 7.01        REPRESENTATIONS AND WARRANTIES OF THE PROPERTY TRUSTEE.............................    31

         Section 7.02        REPRESENTATIONS AND WARRANTIES OF THE DELAWARE TRUSTEE.............................    32

         Section 7.03        REPRESENTATIONS AND WARRANTIES OF DEPOSITOR........................................    33

ARTICLE VIII  THE TRUSTEES......................................................................................    33
         Section 8.01        CERTAIN DUTIES AND RESPONSIBILITIES................................................    33

         Section 8.02        NOTICE OF DEFAULTS.................................................................    34

         Section 8.03        CERTAIN RIGHTS OF PROPERTY TRUSTEE.................................................    34

         Section 8.04        NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.............................    35

         Section 8.05        TRUSTEE MAY HOLD SECURITIES........................................................    35

         Section 8.06        COMPENSATION; FEES; INDEMNITY......................................................    35



                                       ii



                                                                                                                 
         Section 8.07        TRUSTEES REQUIRED; ELIGIBILITY.....................................................    36

         Section 8.08        CONFLICTING INTERESTS..............................................................    37

         Section 8.09        CO-PROPERTY TRUSTEES AND SEPARATE TRUSTEE..........................................    37

         Section 8.10        RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR..................................    38

         Section 8.11        ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.............................................    40

         Section 8.12        MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS........................    40

         Section 8.13        PREFERENTIAL COLLECTION OF CLAIMS AGAINST DEPOSITOR OR TRUST.......................    40

         Section 8.14        REPORTS BY PROPERTY TRUSTEE........................................................    41

         Section 8.15        REPORTS TO THE PROPERTY TRUSTEE....................................................    41

         Section 8.16        EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT...................................    41

         Section 8.18        DELEGATION OF POWER................................................................    42

         Section 8.19        ENFORCEMENT OF RIGHTS OF PROPERTY TRUSTEE BY SECURITYHOLDERS.......................    42

ARTICLE IX  TERMINATION AND LIQUIDATION.........................................................................    43
         Section 9.01        TERMINATION UPON EXPIRATION DATE...................................................    43

         Section 9.02        EARLY TERMINATION..................................................................    43

         Section 9.03        TERMINATION........................................................................    43

         Section 9.04        LIQUIDATION........................................................................    43

         Section 9.05        BANKRUPTCY.........................................................................    45

ARTICLE X  MISCELLANEOUS PROVISIONS.............................................................................    45
         Section 10.01       GUARANTEE BY THE DEPOSITOR.........................................................    45

         Section 10.02       LIMITATION OF RIGHTS OF SECURITYHOLDERS............................................    45

         Section 10.03       AMENDMENT..........................................................................    45

         Section 10.04       SEPARABILITY.......................................................................    47

         Section 10.05       GOVERNING LAW......................................................................    47

         Section 10.06       NOTICE OF DEFERRAL OF DISTRIBUTION.................................................    47

         Section 10.07       HEADINGS...........................................................................    47

         Section 10.08       NOTICE AND DEMAND..................................................................    47

         Section 10.09       AGREEMENT NOT TO PETITION..........................................................    48

         Section 10.10       CONFLICT WITH TRUST INDENTURE ACT..................................................    48

         Section 10.11       SUCCESSORS.........................................................................    49



                                       iii



EXHIBIT A         -        Form of Expense Agreement
EXHIBIT B         -        Form of Trust Common Securities Certificate
EXHIBIT C         -        Form of Trust Preferred Securities Certificate

                                       iv



                                  DRH CAPITAL TRUST III

              Certain Sections of this Trust Agreement relating to
                         Sections 310 through 318 of the
                          Trust Indenture Act of 1939:



Trust Indenture Act                                                                        Trust Agreement
                                                                                        
Section                                                                                    Section
- -------                                                                                    -------
Section 310(a)(1).......................................................................   8.07
         (a)(2).........................................................................   8.07
         (a)(3).........................................................................   8.09
         (a)(4).........................................................................   Not Applicable
         (b)............................................................................   8.08

Section 311(a)..........................................................................   8.13
         (b)............................................................................   8.13

Section 312(a)..........................................................................   5.07
         (b)............................................................................   5.07
         (c)............................................................................   5.07

Section 313(a)..........................................................................   8.14
         (a)(4).........................................................................   8.14(b)
         (b)............................................................................   8.14(b)
         (c)............................................................................   8.14(c)
         (d)............................................................................   8.14(b), 8.14(c)

Section 3.14(a).........................................................................   8.15
         (b)............................................................................   Not Applicable
         (c)(1).........................................................................   8.15, 8.16
         (c)(2).........................................................................   8.16
         (c)(3).........................................................................   8.16
         (d)............................................................................   Not Applicable
         (e)............................................................................   8.16

Section 315(a)..........................................................................   8.01
         (b)............................................................................   8.02, 8.14(b)
         (c)............................................................................   8.01(a)
         (d)............................................................................   8.01, 8.03
         (e)............................................................................   Not Applicable

Section 316(a)..........................................................................   Not Applicable
         (a)(1)(A)......................................................................   8.19
         (a)(1)(B)......................................................................   8.19
         (a)(2).........................................................................   Not Applicable
         (b)............................................................................   Not Applicable
         (c)............................................................................   Not Applicable


                                        v



                                                                                        
Section 317(a)(1).......................................................................   Not Applicable
         (a)(2).........................................................................   Not Applicable
         (b)............................................................................   5.09

Section 318(a)..........................................................................   10.10



Note: This Cross-Reference Table does not constitute part of the Trust Agreement
and shall not affect the interpretation of any of its terms and provisions.

                                       vi



                      AMENDED AND RESTATED TRUST AGREEMENT


      THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of ____________, ___
by and among (i) D.R. Horton, Inc., a Delaware corporation (the "Depositor" or
the "Corporation"), (ii) _____________, as trustee (the "Property Trustee" and,
in its separate corporate capacity and not in its capacity as Property Trustee,
the "Trust Company"), (iii) ____________, a corporation duly organized under
the laws of the State of Delaware, as Delaware trustee (the "Delaware Trustee"
and in its separate corporate and not in its capacity as Delaware Trustee, the
"Delaware Corporation"), (iv) ____________, an individual, and ____________, an
individual, as administrative trustees (each an "Administrative Trustee" and
together the "Administrative Trustees") (the Property Trustee, the Delaware
Trustee and the Administrative Trustees referred to collectively as the
"Trustees") and (v) the several Holders, as hereinafter defined.


                                   WITNESSETH:

      WHEREAS, the Depositor and certain of the Trustees have heretofore duly
declared and established a statutory trust pursuant to the Delaware Statutory
Trust Act by the execution and filing with the Secretary of State of the State
of Delaware of the Certificate of Trust, dated March 16, 2001 (the "Certificate
of Trust") and by the entering into that certain Trust Agreement, dated as of
March 16, 2001 (the "Original Trust Agreement"), and

      WHEREAS, the parties hereto desire to amend and restate the Original Trust
Agreement in its entirety as set forth herein to provide for, among other
things, (i) the addition of the Trust Company, as trustee of the Trust, (ii) the
acquisition by the Trust from the Depositor of all of the right, title and
interest in certain subordinated debentures of the Depositor, (iii) the issuance
of the Trust Common Securities by the Trust to the Depositor, and (iv) the
issuance and sale of the Trust Preferred Securities by the Trust pursuant to the
Underwriting Agreement.

      NOW THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the sufficiency of
which is hereby acknowledged, each party, for the benefit of the other parties
and for the benefit of the Securityholders, hereby amends and restates the
Original Trust Agreement in its entirety and agrees as follows:

                                    ARTICLE I

                                  DEFINED TERMS

      SECTION 1.01 DEFINITIONS. For all purposes of this Trust Agreement, except
as otherwise expressly provided or unless the context otherwise requires:

            (a)   the terms defined in this Article have the meanings assigned
      to them in this Article and include the plural as well as the singular;

            (b)   all other terms used herein that are defined in the Trust
      Indenture Act, either directly or by reference therein, have the meanings
      assigned to them therein;



            (c)   unless the context otherwise requires, any reference to an
      "Article" or a "Section" refers to an Article or a Section, as the case
      may be, of this Trust Agreement; and

            (d)   the words "herein," "hereof" and "hereunder" and other words
      of similar import refer to this Trust Agreement as a whole and not to any
      particular Article, Section or other subdivision.

            "Act" has the meaning specified in Section 6.08.

            "Additional Amount" means, with respect to Trust Securities of a
      given Liquidation Amount and/or a given period, an amount equal to the
      Additional Interest (as defined in clause (ii) of the definition of
      "Additional Interest" in the Subordinated Debenture Indenture) paid by the
      Depositor on a Like Amount of Subordinated Debentures for such period.

            "Administrative Trustee" means each of the individuals identified as
      an "Administrative Trustee" in the preamble to this Trust Agreement solely
      in their capacities as Administrative Trustees of the Trust formed and
      continued hereunder and except as specifically provided to the contrary
      herein and not in their individual capacities, or such trustee's
      successor(s) in interest in such capacity, or any successor
      "Administrative Trustee" appointed as herein provided.

            "Affiliate" of any specified Person means any other Person directly
      or indirectly controlling or controlled by or under direct or indirect
      common control with such specified Person. For the purposes of this
      definition, control when used with respect to any specified Person means
      the power to direct the management and policies of such Person, directly
      or indirectly, whether through the ownership of voting securities, by
      contract or otherwise; and the terms "controlling" and "controlled" have
      meanings correlative to the foregoing.

            "Bankruptcy Event" means, with respect to any Person:

                  (i)   the entry by a court having jurisdiction in the premises
            of (A) a decree or order for relief in respect of such Person in an
            involuntary case or proceeding under any applicable federal or state
            bankruptcy, insolvency, reorganization or other similar law or (B) a
            decree or order adjudging such Person a bankrupt or insolvent, or
            approving as properly filed a petition seeking reorganization,
            arrangement, adjustment or composition of or in respect of such
            Person under any applicable federal or state law, or appointing a
            custodian, receiver, liquidator, assignee, trustee, sequestrator or
            other similar official of such Person or of any substantial part of
            its property, or ordering the winding up or liquidation of its
            affairs, and the continuance of any such decree or order for relief
            or any such other decree or order unstayed and in effect for a
            period of 60 consecutive days; or

                  (ii)  the commencement by such Person of a voluntary case or
            proceeding under any applicable federal or state bankruptcy,
            insolvency,

                                        2


            reorganization or other similar law or of any other case or
            proceeding to be adjudicated a bankrupt or insolvent, or the consent
            by it to the entry of a decree or order for relief in respect of
            such Person in an involuntary case or proceeding under any
            applicable federal or state bankruptcy, insolvency, reorganization
            or other similar law or to the commencement of any bankruptcy or
            insolvency case or proceeding against it, or the filing by it of a
            petition or answer or consent seeking reorganization or relief under
            any applicable federal or state law, or the consent by it to the
            filing of such petition or to the appointment of or taking
            possession by a custodian, receiver, liquidator, assignee, trustee,
            sequestrator or other similar official of the Corporation or of any
            substantial part of its property, or the making by it of an
            assignment for the benefit of creditors, or the admission by it in
            writing of its inability to pay its debts generally as they become
            due, or the authorization of any such action by the board of
            directors of such Person.

            "Bankruptcy Laws" has the meaning specified in Section 10.09.

            "Beneficiaries" has the meaning specified in Section 10.01.

            "Board Resolution" means a resolution or a copy thereof certified by
      the Secretary, an Assistant Secretary or other Officer of the Depositor to
      have been duly adopted by the Depositor's Board of Directors or a duly
      authorized committee thereof and to be in full force and effect on the
      date of such certification, and delivered to the Trustees.

            "Book-Entry Trust Preferred Securities Certificates" means
      certificates representing Trust Preferred Securities issued in global,
      fully registered form to the Clearing Agency as described in Section 5.11.

            "Business Day" means a day other than (i) a Saturday or a Sunday,
      (ii) a day on which banks in New York, New York are authorized or
      obligated by law or executive order to remain closed or (iii) a day on
      which the Corporate Trust Office or the Indenture Trustee's principal
      corporate trust office is closed for business.

            "Clearing Agency" means an organization registered as a "clearing
      agency" pursuant to Section 17A of the Exchange Act. The Depository Trust
      Company will be the initial Clearing Agency.

            "Clearing Agency Participant" means a broker, dealer, bank, other
      financial institution or other Person for which from time to time a
      Clearing Agency effects book-entry transfers and pledges of securities
      deposited with the Clearing Agency pursuant to the rules of such Clearing
      Agency or an agreement between the Clearing Agency and such Person in the
      customary form.

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

            "Commission" means the Securities and Exchange Commission, as from
      time to time constituted, created under the Exchange Act, or, if at any
      time after the execution of

                                        3


      this instrument such Commission is not existing and performing the duties
      now assigned to it under the Trust Indenture Act then the body performing
      such duties at such time.

            "Corporate Trust Office" means the office of the Property Trustee
      located in New York, New York at which its corporate trust business shall
      be principally administered.

            "Corporation" means D.R. Horton, Inc., its successors and assigns.

            "Debenture Indenture Event of Default" means an "Event of Default"
      as defined in the Subordinated Debenture Indenture with respect to the
      Subordinated Debentures.

            "Debenture Indenture Redemption Date" means "Redemption Date", as
      defined in the Subordinated Debenture Indenture.

            "Definitive Trust Preferred Securities Certificates" means either or
      both (as the context requires) of (i) Trust Preferred Securities
      Certificates issued in certificated, fully registered form as provided in
      Section 5.11(a) and (ii) Trust Preferred Securities Certificates issued in
      certificated, fully registered form as provided in Section 5.13.

            "Delaware Statutory Trust Act" means Chapter 38 of Title 12 of the
      Delaware Code, 12 Del. Code Section 3801 et seq., as it may be amended
      from time to time.


            "Delaware Corporation" means in its ______________________________
      separate corporate capacity.


            "Delaware Trustee" means the corporation identified as the "Delaware
      Trustee" and has the meaning specified in the preamble to this Trust
      Agreement solely in its capacity as Delaware Trustee of the Trust formed
      and continued hereunder and except as specifically provided to the
      contrary herein, not in its individual capacity, or its successor in
      interest in such capacity, or any successor Delaware Trustee appointed as
      herein provided.

            "Depositor" means D.R. Horton, Inc., in its capacity as "Depositor"
      under this Trust Agreement, its successors and assigns.

            "Distribution Date" has the meaning specified in Section 4.01(a).

            "Distributions" means amounts payable in respect of the Trust
      Securities as provided in Section 4.01.

            "Early Termination Event" has the meaning specified in Section 9.02.

            "Event of Default" means any one of the following events (whatever
      the reason for such Event of Default and whether it shall be voluntary or
      involuntary or be effected by operation of law or pursuant to any
      judgment, decree or order of any court or any order, rule or regulation of
      any administrative or governmental body):

                  (i)   the occurrence of a Debenture Indenture Event of
            Default; or

                                        4


                  (ii)  default by the Trust in the payment of any Distribution
            when it becomes due and payable, and continuation of such default
            for a period of 30 days; or

                  (iii) default by the Trust in the payment of any Redemption
            Price of any Trust Security when it becomes due and payable; or

                  (iv)  default in the performance, or breach, of any covenant
            or warranty of the Trustees in this Trust Agreement (other than a
            covenant or warranty a default in whose performance or breach is
            dealt with in clause (ii) or (iii) above) and continuation of such
            default or breach for a period of 60 days after there has been
            given, by registered or certified mail, to the Trustees by the
            Holders of at least 25% in Liquidation Amount of the Outstanding
            Trust Preferred Securities a written notice specifying such default
            or breach and requiring it to be remedied and stating that such
            notice is a "Notice of Default" hereunder; or

                  (v)   the occurrence of a Bankruptcy Event with respect to the
            Trust.

            "Expense Agreement" means the Agreement as to Expenses and
      Liabilities between the Corporation and the Trust, substantially in the
      form attached as Exhibit A, as amended from time to time.

            "Expiration Date" has the meaning specified in Section 9.01.

            "Exchange Act" means the Securities Exchange Act of 1934, as amended
      from time to time, or any successor legislation, with a similar purpose
      and effect.

            "Extension Period" has the meaning specified in Section 4.01(b).

            "Indenture Trustee" means the trustee under the Subordinated
      Debenture Indenture.

            "Investment Company Act" means the Investment Company Act of 1940,
      as amended from time to time, or any successor legislation.

            "Issue Date" means the date of the original issuance and delivery of
      the Trust Securities by the Administrative Trustees.

            "Legal Action" has the meaning specified in Section 2.07(A)(iv).

            "Lien" means any lien, pledge, charge, encumbrance, mortgage, deed
      of trust, adverse ownership interest, hypothecation, assignment, security
      interest or preference, priority or other security agreement or
      preferential arrangement of any kind or nature whatsoever.

            "Like Amount" means (i) Trust Securities having a Liquidation Amount
      equal to the principal amount of Subordinated Debentures to be
      contemporaneously redeemed in accordance with the Subordinated Debenture
      Indenture and the proceeds of which will be

                                        5


      used to pay the Redemption Price of such Trust Securities and (ii)
      Subordinated Debentures having a principal amount equal to the Liquidation
      Amount of the Trust Securities of the Holder to whom such Subordinated
      Debentures are distributed.

            "Liquidation Amount" means the stated amount of [$__] per Trust
      Security.

            "Liquidation Date" means the date on which Subordinated Debentures
      are to be distributed to Holders of Trust Securities in connection with a
      liquidation of the Trust pursuant to Section 9.04.

            "Liquidation Distribution" has the meaning specified in Section
      9.05.

            "Obligations" has the meaning specified in Section 10.01.

            "Officers' Certificate" means a certificate signed by the Chairman
      of the Board, the Chief Executive Officer, the President or a Vice
      President, and by the Chief Financial Officer, the Treasurer, an Assistant
      Treasurer, the Controller, the Secretary or an Assistant Secretary, of the
      Depositor, and delivered to the appropriate Trustee. One of the officers
      signing an Officers' Certificate to be delivered by the Depositor pursuant
      to Section 8.16 shall be the principal executive, financial or accounting
      officer of the Depositor. An Officers' Certificate delivered with respect
      to compliance with a condition or covenant provided for in this Trust
      Agreement shall include:

                  (a)   a statement that each officer signing the Officers'
            Certificate has read such covenant or condition and the definitions
            herein relating thereto;

                  (b)   a brief statement as to the nature and scope of the
            examination or investigation upon which the statements or opinions
            contained in the Officers' Certificate are based;

                  (c)   a statement that, in the opinion of each such officer,
            he has made such examination or investigation as is necessary to
            enable him to express an informed opinion as to whether or not such
            covenant or condition has been complied with; and

                  (d)   a statement as to whether, in the opinion of each such
            officer, such condition or covenant has been complied with.

            "OID" means "original issue discount" as that term or any
      substantially similar subsequent term is defined in the Internal Revenue
      Code of 1986, as amended.

            "Opinion of Counsel" means a written opinion of counsel, who may be
      counsel for the Trust, the Trustees or the Depositor and may be an
      employee of the Trust, the Trustees or the Depositor, and who shall be
      reasonably acceptable to the Property Trustee. Any Opinion of Counsel
      pertaining to federal income tax matters may rely on published rulings of
      the Internal Revenue Service.

                                        6


            "Original Trust Agreement" has the meaning specified in the recitals
      to this Trust Agreement.

            "Outstanding", when used with respect to Trust Preferred Securities,
      means, as of the date of determination, all Trust Preferred Securities
      theretofore authenticated and delivered under this Trust Agreement,
      except:

                  (i)   Trust Preferred Securities theretofore canceled by the
            Administrative Trustees or delivered to the Administrative Trustees
            for cancellation;

                  (ii)  Trust Preferred Securities for whose payment or
            redemption money in the necessary amount has been theretofore
            deposited with the Property Trustee or any Paying Agent for the
            Holders of such Trust Preferred Securities; provided that if such
            Trust Preferred Securities are to be redeemed, notice of such
            redemption has been duly given pursuant to this Trust Agreement or
            provision therefor satisfactory to the Property Trustee has been
            made; and

                  (iii) Trust Preferred Securities in exchange for or in lieu of
            which other Trust Preferred Securities have been authenticated and
            delivered pursuant to this Trust Agreement; provided, however, that
            in determining whether the Holders of the requisite Liquidation
            Amount of the Outstanding Trust Preferred Securities have given any
            request, demand, authorization, direction, notice, consent or waiver
            hereunder, Trust Preferred Securities owned, whether of record or
            beneficially, by the Depositor, the Holder of the Trust Common
            Securities, any Administrative Trustee or any Affiliate of the
            Depositor or any Administrative Trustee shall be disregarded and
            deemed not to be Outstanding, except that (a) in determining whether
            any Trustee shall be protected in relying upon any such request,
            demand, authorization, direction, notice, consent or waiver, only
            Trust Preferred Securities which such Trustee knows to be so owned
            shall be so disregarded and (b) the foregoing shall not apply at any
            time when all of the outstanding Trust Preferred Securities are
            owned by the Depositor, the Holder of the Trust Common Securities,
            one or more Administrative Trustees and/or any such Affiliate. Trust
            Preferred Securities so owned which have been pledged in good faith
            may be regarded as Outstanding if the pledgee establishes to the
            satisfaction of the Administrative Trustees the pledgee's right so
            to act with respect to such Trust Preferred Securities and that the
            pledgee is not the Depositor or any Affiliate of the Depositor.

            "Owner" means each Person who is the beneficial owner of a
      Book-Entry Trust Preferred Securities Certificate as reflected in the
      records of the Clearing Agency or, if a Clearing Agency Participant is not
      the Owner, then as reflected in the records of a Person maintaining an
      account with such Clearing Agency (directly or indirectly, in accordance
      with the rules of such Clearing Agency).

            "Paying Agent" means any paying agent or co-paying agent appointed
      pursuant to Section 5.09 and shall initially be the Property Trustee.

                                        7


            "Payment Account" means a segregated non-interest-bearing corporate
      trust account established pursuant to Section 3.01 and maintained by the
      Property Trustee for the benefit of the Securityholders in which all
      amounts paid in respect of the Subordinated Debentures will be held and
      from which the Property Trustee shall make payments to the Securityholders
      in accordance with Section 4.01.

            "Person" means an individual, corporation, partnership, joint
      venture, trust, estate, limited liability company or corporation,
      unincorporated organization or government or any agency or political
      subdivision thereof.

            "Property Trustee" means the commercial bank or trust company
      identified as the "Property Trustee" in the preamble to this Trust
      Agreement solely in its capacity as Property Trustee of the Trust formed
      and continued hereunder and except as specifically provided to the
      contrary herein not in its individual capacity, or its successor in
      interest in such capacity, or any successor "Property Trustee" as herein
      provided.

            "Redemption Date" means, with respect to any Trust Security to be
      redeemed, the date fixed for such redemption by or pursuant to this Trust
      Agreement; provided that each Debenture Indenture Redemption Date shall be
      a Redemption Date for a Like Amount of Trust Securities.

            "Redemption Price" means, with respect to any date fixed for
      redemption of any Trust Security, the Liquidation Amount of such Trust
      Security, plus accrued and unpaid Distributions to such date.

            "Relevant Trustee" has the meaning specified in Section 8.10.

            "Securities Act" means the Securities Act of 1933, as amended from
      time to time, or any successor legislation with a similar purpose and
      effect.

            "Security Register" and "Security Registrar" are described in
      Section 5.04.

            "Securityholder" or "Holder" means a Person in whose name a Trust
      Security is or Securities are registered in the Security Register; any
      such Person is a beneficial owner within the meaning of the Delaware
      Statutory Trust Act.

            "Subordinated Debentures" means the $_________ aggregate principal
      amount of the Depositor's Series _____ % Subordinated Debentures due
      _____, _____ issued pursuant to the Subordinated Debenture Indenture.

            "Subordinated Debenture Indenture" means the Subordinated Debenture
      Indenture, dated as of ______________, between the Depositor and the
      Indenture Trustee, as supplemented by the Supplemental Indenture.

            "Successor Securities" has the meaning specified in Section 2.10.

            "Supplemental Indenture" means the Indenture, dated as of
      _________________, by and between the Depositor and the Indenture Trustee
      for the purpose of supplementing

                                        8


      the Subordinated Debenture Indenture entered into in connection with the
      Subordinated Debentures.

            "Trust" means the Delaware statutory trust continued hereby and
      identified on the cover page to this Trust Agreement.

            "Trust Agreement" means this Amended and Restated Trust Agreement,
      as the same may be modified, amended or supplemented in accordance with
      the applicable provisions hereof, including all exhibits hereto,
      including, for an purposes of this Amended and Restated Trust Agreement
      and any modification, amendment or supplement, the provisions of the Trust
      Indenture Act that are deemed to be a part of and govern this Amended and
      Restated Trust Agreement and any such modification, amendment or
      supplement, respectively.

            "Trust Common Securities Certificate" means a certificate evidencing
      ownership of a Trust Common Security or Securities, substantially in the
      form attached as Exhibit C.

            "Trust Common Security" means an undivided beneficial ownership
      interest in the assets of the Trust having a Liquidation Amount of $__ and
      having the rights provided therefor in this Trust Agreement, including the
      right to receive Distributions and a Liquidation Distribution as provided
      herein.

            "Trust Company" has the meaning specified in the preamble to this
      Trust Agreement.

            "Trustees" means the Persons identified as "Trustees" in the
      preamble to this Trust Agreement solely in their capacities as Trustees of
      the Trust formed hereunder and except as specifically provided to the
      contrary herein not in their individual capacities, or any successor in
      interest in such capacity, or any successor trustee appointed as herein
      provided.

            "Trust Guarantee" means the Trust Guarantee Agreement executed and
      delivered by the Corporation and American Stock Transfer & Trust Company,
      as Guarantee Trustee, contemporaneously with the execution and delivery of
      this Trust Agreement, for the benefit of the Holders of the Trust
      Preferred Securities, as amended from time to time.

            "Trust Indenture Act" means the Trust Indenture Act of 1939 as in
      force at the date as of which this instrument was executed; provided,
      however, that in the event the Trust Indenture Act of 1939 is amended
      after such date, "Trust Indenture Act" means, to the extent required by
      any such amendment, the Trust Indenture Act of 1939 as so amended.

            "Trust Preferred Securities Certificate" means a certificate
      evidencing ownership of a Trust Preferred Security or Securities,
      substantially in the form attached as Exhibit D.

                                        9


            "Trust Preferred Security" means an undivided beneficial ownership
      interest in the assets of the Trust having a Liquidation Amount of $__ and
      having rights and preferences provided therefor in this Trust Agreement,
      including the right to receive Distributions and a Liquidation
      Distribution as provided herein.

            "Trust Property" means (i) the Subordinated Debentures, (ii) any
      cash on deposit in, or amounts owing to, the Payment Account, and (iii)
      all proceeds and rights in respect of the foregoing and any other property
      and assets for the time being held or deemed to be held by the Property
      Trustee pursuant to this Trust Agreement.

            "Trust Securities Certificate" means any one of the Trust Common
      Securities Certificates or the Trust Preferred Securities Certificates.

            "Trust Security" means any one of the Trust Common Securities or the
      Trust Preferred Securities.

            "Underwriting Agreement" means the Underwriting Agreement, dated as
      of ___________________ among the Trust, the Depositor and the underwriters
      named therein.

                                   ARTICLE II

                           ESTABLISHMENT OF THE TRUST

      SECTION 2.01 NAME. The Trust continued hereby shall be known as "DRH
Capital Trust III" in which name the Trustees may conduct the business of the
Trust, make and execute contracts and other instruments on behalf of the Trust
and sue and be sued. The Administrative Trustees may change the name of the
Trust from time to time following written notice to the Holders.

      SECTION 2.02 OFFICES OF THE TRUSTEES; PRINCIPAL PLACE OF BUSINESS. The
address of the Property Trustee is ____________, ____________ or at such other
address as the Property Trustee may designate by written notice to the
Securityholders and the Depositor. The principal place of business of the
Delaware Trustee is ____________, ____________ or at such other address in
Delaware as the Delaware Trustee may designate by notice to the Depositor. The
address of the Administrative Trustees is c/o D.R., Horton, Inc., 1901 Ascension
Blvd, Suite 100, Arlington, Texas 76006, Attention: Chief Executive Officer. The
principal place of business of the Trust is D.R., Horton, Inc., 1901 Ascension
Blvd, Suite 100, Arlington, Texas 76006. The Depositor may change the principal
place of business of the Trust at any time by giving notice thereof to the
Trustees.

      SECTION 2.03 INITIAL CONTRIBUTION OF TRUST PROPERTY; ORGANIZATIONAL
EXPENSES. The Trustees acknowledge receipt in trust from the Depositor in
connection with the Original Trust Agreement of the sum of $10, which
constituted the initial Trust Property. The Depositor shall pay organizational
expenses of the Trust as they arise or shall, upon request of the Trustees,
promptly reimburse the Trustees for any such expenses paid by the Trustees. The
Depositor shall make no claim upon the Trust Property for the payment of such
expenses.

                                       10


      SECTION 2.04 ISSUANCE OF THE TRUST PREFERRED SECURITIES. Contemporaneously
with the execution and delivery of this Trust Agreement, the Administrative
Trustees, on behalf of the Trust, shall execute and deliver to the underwriters
named in the Underwriting Agreement Trust Preferred Securities Certificates,
registered in the name of the nominee of the initial Clearing Agency, in an
aggregate amount of Trust Preferred Securities having an aggregate Liquidation
Amount of $_________ (the "Trust Preferred Securities") against receipt of the
aggregate purchase price of such Trust Preferred Securities of $__________,
which amount the Administrative Trustees shall promptly deliver to the Property
Trustee.

      SECTION 2.05 SUBSCRIPTION AND PURCHASE OF SUBORDINATED DEBENTURES;
ISSUANCE OF THE TRUST COMMON SECURITIES. Contemporaneously with the execution
and delivery of this Trust Agreement, the Administrative Trustees, on behalf of
the Trust, shall execute and deliver to the Depositor Trust Common Securities
Certificates, registered in the name of the Depositor, in an aggregate amount of
Trust Common Securities having an aggregate Liquidation Amount of $__________
against payment by the Depositor of such amount. Contemporaneously therewith,
the Administrative Trustees, on behalf of the Trust, shall subscribe to and
purchase from the Depositor Subordinated Debentures, registered in the name of
the Property Trustee, on behalf of the Trust and the Holders, and having an
aggregate principal amount equal to $___________ and, in satisfaction of the
purchase price for such Subordinated Debentures, the Property Trustee, on behalf
of the Trust, shall deliver to the Depositor the sum of $___________.

      SECTION 2.06 DECLARATION OF TRUST. The exclusive purposes and functions of
the Trust are (i) to issue and sell the Trust Securities, (ii) to use the
proceeds from such sale to acquire the Subordinated Debentures, and (iii) to
engage in only those other activities necessary, appropriate, convenient or
incidental thereto. The Depositor hereby appoints each of the Trust Company, the
Delaware Trustee, ____________ and ____________, as trustees of the Trust, to
have all the rights, powers and duties to the extent set forth herein. The
Property Trustee hereby declares that it will hold the Trust Property upon and
subject to the conditions set forth herein subject to the conditions set forth
herein for the benefit of the Trust and the Securityholders. The Trustees shall
have all rights, powers and duties set forth herein and in accordance with
applicable law with respect to accomplishing the purposes of the Trust. Except
as may be required under the Delaware Statutory Trust Act, the Delaware Trustee
shall not be entitled to exercise any powers, nor shall the Delaware Trustee
have any of the duties and responsibilities of any other Trustee set forth
herein. The Delaware Trustee shall be one of the Trustees for the sole and
limited purpose of fulfilling the requirements of Section 3807(a) of the
Delaware Statutory Trust Act. The Certificate of Trust of the Trust and all
amendments thereto have been filed with the office of the Secretary of State of
the State of Delaware and such filings are hereby confirmed and ratified.

      SECTION 2.07 AUTHORIZATION TO ENTER INTO CERTAIN TRANSACTIONS. The
Trustees shall conduct the affairs of the Trust in accordance with the terms of
this Trust Agreement. Subject to the limitations set forth in paragraph (C) of
this Section, and in accordance with the following paragraphs (A) and (B), the
Trustees shall have the authority to enter into all transactions and agreements
determined by the Trustees to be appropriate in exercising the authority,
express (in the case of the Property Trustee) or implied, otherwise granted to
the Trustees under this Trust Agreement, and to perform all acts in furtherance
thereof, including without limitation, the following:

                                       11


            (A)   As among the Trustees, the Administrative Trustees, acting
      singly or jointly, shall have the exclusive power, duty and authority to
      act on behalf of the Trust with respect to the following matters:

                  (i)   to acquire the Subordinated Debentures with the proceeds
            of the sale of the Trust Securities; provided, however, the
            Administrative Trustees shall cause legal title to all of the
            Subordinated Debentures to be vested in, and the Subordinated
            Debentures to be held of record in the name of, the Property Trustee
            for the benefit of the Trust and the Holders of the Trust
            Securities;

                  (ii)  to deliver to the Depositor and the Property Trustee
            prompt written notice of the occurrence of any Special Event (as
            defined in the Supplemental Indenture) and to take any ministerial
            actions in connection therewith; provided that the Administrative
            Trustees shall consult with the Depositor and the Property Trustee
            before taking or refraining to take any ministerial action in
            relation to a Special Event;

                  (iii) to establish a record date with respect to all actions
            to be taken hereunder that require a record date be established,
            including for the purposes of Section 316(c) of the Trust Indenture
            Act and with respect to Distributions, voting rights, redemptions,
            and exchanges, and to issue relevant notices to Holders of the Trust
            Securities as to such actions and applicable record dates;

                  (iv)  to bring or defend, pay, collect, compromise, arbitrate,
            resort to legal action, or otherwise adjust claims or demands of or
            against the Trust ("Legal Action"), unless pursuant to Section
            2.07(B)(v), the Property Trustee has the power to bring such Legal
            Action;

                  (v)   to employ or otherwise engage employees and agents (who
            may be designated as officers with titles) and managers,
            contractors, advisors, and consultants and pay reasonable
            compensation for such services;

                  (vi)  to cause the Trust to comply with the Trust's
            obligations under the Trust Indenture Act;

                  (vii) to give the certificate to the Property Trustee required
            by Section 314(a)(4) of the Trust Indenture Act, which certificate
            may be executed by any Administrative Trustee;

                  (viii) to take all actions and perform such duties as may be
            required of the Administrative Trustees pursuant to the terms of
            this Trust Agreement;

                  (ix)  to take all action that may be necessary or appropriate
            for the preservation and the continuation of the Trust's valid
            existence, rights, franchises and privileges as a statutory business
            trust under the laws of the State of Delaware and of each other
            jurisdiction in which such existence is necessary to protect the
            limited liability of the Holders of the Trust Securities or to
            enable the Trust to effect the purposes for which the Trust has been
            created;

                                       12


                  (x)   to take all action necessary to cause all applicable tax
            returns and tax information reports that are required to be filed
            with respect to the Trust to be duly prepared and filed by the
            Administrative Trustees, on behalf of the Trust;

                  (xi)  to issue and sell the Trust Securities;

                  (xii) to cause the Trust to enter into, and to execute,
            deliver and perform on behalf of the Trust, the Expense Agreement
            and such other agreements as may be necessary or desirable in
            connection with the consummation hereof;

                  (xiii) to assist in the registration of the Trust Preferred
            Securities under the Securities Act and under state securities or
            blue sky laws, and the qualification of the Trust Agreement as a
            trust indenture under the Trust Indenture Act;

                  (xiv) to assist in the listing of the Trust Preferred
            Securities upon the New York Stock Exchange or such securities
            exchange or exchanges as may be determined by the Depositor and, if
            required, the registration of the Trust Preferred Securities under
            the Exchange Act, and the preparation and filing of all periodic and
            other reports and other documents pursuant to the foregoing;

                  (xv)  to send notices (other than notices of default) and
            other information regarding the Trust Securities and the
            Subordinated Debentures to the Securityholders in accordance with
            this Trust Agreement;

                  (xvi) to appoint a Paying Agent (subject to Section 5.09),
            authenticating agent and Security Registrar in accordance with this
            Trust Agreement;

                  (xvii) to register transfers of the Trust Securities in
            accordance with this Trust Agreement;

                  (xviii) to assist in the winding up of the affairs of and
            termination of the Trust as provided in this Trust Agreement; and

                  (xix) to take any action incidental to the foregoing as the
            Administrative Trustees may from time to time determine is
            necessary, appropriate, convenient or advisable to protect and
            conserve the Trust Property for the benefit of the Securityholders
            (without consideration of the effect of any such action on any
            particular Securityholder).

            (B)   As among the Trustees, the Property Trustee shall have the
      exclusive power, duty and authority to act on behalf of the Trust with
      respect to the following matters:

                  (i)   engage in such ministerial activities as shall be
            necessary or appropriate to effect promptly the redemption of the
            Trust Securities to the extent the Subordinated Debentures are
            redeemed or mature;

                                       13


                  (ii)  upon notice of distribution issued by the Administrative
            Trustees in accordance with the terms of this Trust Agreement,
            engage in such ministerial activities as shall be necessary or
            appropriate to effect promptly the distribution pursuant to the
            terms of this Trust Agreement of Subordinated Debentures to Holders
            of Trust Securities;

                  (iii) subject to the terms hereof, exercise all of the rights,
            powers and privileges of a holder of the Subordinated Debentures
            under the Subordinated Debenture Indenture and, if an Event of
            Default occurs and is continuing, enforce for the benefit of, and
            subject to the rights of, the Holders of the Trust Securities, its
            rights as holder of the Subordinated Debentures under the
            Subordinated Debenture Indenture;

                  (iv)  take all actions and perform such duties as may be
            specifically required of the Property Trustee pursuant to the terms
            of this Trust Agreement;

                  (v)   take any Legal Action which arises out of or in
            connection with an Event of Default or the Property Trustee's duties
            and obligations under this Trust Agreement, the Delaware Statutory
            Trust Act or the Trust Indenture Act;

                  (vi)  the establishment and maintenance of the Payment
            Account;

                  (vii) the receipt of and holding of legal title to the
            Subordinated Debentures as described herein;

                  (viii) the collection of interest, principal and any other
            payments made in respect of the Subordinated Debentures in the
            Payment Account;

                  (ix)  the distribution of amounts received in the Payment
            Account and owed to the Securityholders in respect of the Trust
            Securities;

                  (x)   the sending of notices of default and other information
            regarding the Trust Securities and the Subordinated Debentures to
            the Securityholders in accordance with this Trust Agreement;

                  (xi)  the distribution of the Trust Property in accordance
            with the terms of this Trust Agreement;

                  (xii) the winding up of the affairs of and termination of the
            Trust as provided in this Trust Agreement, and the preparation,
            execution and filing of the certificate of cancellation with the
            Secretary of State of the State of Delaware; and

                  (xiii) the taking of any action incidental to the foregoing as
            the Property Trustee may from time to time determine is necessary,
            appropriate, convenient or advisable to protect and conserve the
            Trust Property for the benefit of the Securityholders (without
            consideration of the effect of any such action on any particular
            Securityholder).

                                       14


            (C)   So long as this Trust Agreement remains in effect, the Trust
      (or the Trustees acting on behalf of the Trust) shall not undertake any
      business, activity or transaction except as expressly provided herein or
      contemplated hereby. In particular, the Trustees acting on behalf of the
      Trust shall not (i) acquire any investments or engage in any activities
      not authorized by this Trust Agreement, (ii) sell, assign, transfer,
      exchange, pledge, set-off or otherwise dispose of any of the Trust
      Property or interests therein, including to Securityholders, except as
      expressly provided herein, (iii) take any action that would cause the
      Trust to fail or cease to qualify as a grantor trust for United States
      federal income tax purposes, (iv) incur any indebtedness for borrowed
      money, (v) take or consent to any action that would result in the
      placement of a Lien on any of the Trust Property, (vi) issue any
      securities other than the Trust Securities, or (vii) have any power to, or
      agree to any action by the Depositor that would, vary the investment
      (within the meaning of Treasury Regulation Section 301.7701-4(c)) of the
      Trust or of the Securityholders. The Trustees shall defend all claims and
      demands of all Persons at any time claiming any Lien on any of the Trust
      Property adverse to the interest of the Trust or the Securityholders in
      their capacity as Securityholders.

            (D)   In connection with the issue and sale of the Trust Preferred
      Securities, the Depositor shall have the right and responsibility to
      assist the Trust with respect to, or effect on behalf of the Trust, the
      following (and any actions taken by the Depositor in furtherance of the
      following prior to the date of this Trust Agreement are hereby ratified
      and confirmed in all respects):

                  (i)   to prepare for filing by the Trust with the Commission a
            registration statement on Form S-3 under the Securities Act
            (including a registration statement for delayed offerings by the
            Depositor, the Trust and other registrants in accordance with Rule
            415 under the Securities Act) in relation to the Trust Preferred
            Securities, including any amendments thereto and prospectus
            supplements in respect thereof;

                  (ii)  to determine the states in which to take appropriate
            action to qualify or register for sale all or part of the Trust
            Preferred Securities and to do any and all such acts, other than
            actions which must be taken by or on behalf of the Trust, and advise
            the Trustees of actions they must take on behalf of the Trust, and
            prepare for execution and filing any documents to be executed and
            filed by the Trust or on behalf of the Trust, as the Depositor deems
            necessary or advisable in order to comply with the applicable laws
            of any such states;

                  (iii) to prepare for filing by the Trust an application to any
            other national stock exchange or the New York Stock Exchange for
            listing upon notice of issuance of any Trust Preferred Securities;

                  (iv)  to prepare for filing by the Trust with the Commission a
            registration statement on Form 8-A relating to the registration of
            the Trust Preferred Securities under Section 12(b) or 12(g) of the
            Exchange Act, including any amendments thereto;

                                       15


                  (v)   to negotiate the terms of the Underwriting Agreement
            providing for the sale of the Trust Preferred Securities and to
            execute, deliver and perform the Underwriting Agreement on behalf of
            the Trust;

                  (vi)  to negotiate the terms of an agreement with the
            Depository Trust Company relating to the Trust Preferred Securities
            and to execute, deliver and perform the agreement on behalf of the
            Trust; and

                  (vii) any other actions necessary, incidental, appropriate or
            convenient to carry out any of the foregoing activities.

            (E)   Notwithstanding anything herein to the contrary, the
      Administrative Trustees are authorized and directed to conduct the affairs
      of the Trust and to operate the Trust so that the Trust will not be deemed
      to be an "investment company" required to be registered under the
      Investment Company Act, or taxed as other than a grantor trust for United
      States federal income tax purposes and so that the Subordinated Debentures
      will be treated as indebtedness of the Depositor for United States federal
      income tax purposes. In this connection, the Depositor and the
      Administrative Trustees are authorized to take any action, not
      inconsistent with applicable law, the Certificate of Trust or this Trust
      Agreement, that each of the Depositor and the Administrative Trustees
      determines in its discretion to be necessary or desirable for such
      purposes, as long as such action does not materially and adversely affect
      the interests of the Holders of the Trust Preferred Securities.

      SECTION 2.08 ASSETS OF TRUST. The assets of the Trust shall consist of the
Trust Property.

      SECTION 2.09 TITLE TO TRUST PROPERTY. Legal title to all Trust Property
shall be vested at all times in the Property Trustee (in its capacity as such)
and shall be held and administered by the Property Trustee for the benefit of
the Securityholders and the Trust in accordance with this Trust Agreement. The
right, title and interest of the Property Trustee to the Subordinated Debentures
shall vest automatically in each Person who may thereafter be appointed as
Property Trustee in accordance with the terms hereof. Such vesting and cessation
of title shall be effective whether or not conveyancing documents have been
executed and delivered.

      SECTION 2.10 MERGERS AND CONSOLIDATIONS OF THE TRUST. The Trust shall not
consolidate, merge with or into, or be replaced by, or convey, transfer or lease
its properties and assets substantially as an entirety to any corporation or
other entity, except as described below. The Trust may at the request of the
Corporation, with the consent of the Administrative Trustees and, unless an
Event of Default shall have occurred and be continuing, without the consent of
the Holders, the Property Trustee or the Delaware Trustee, consolidate, merge
with or into, or be replaced by a trust organized as such under the laws of any
state; provided that (i) such successor entity either (x) expressly assumes all
of the obligations of the Trust with respect to the Trust Securities or (y)
substitutes for the Trust Securities other securities having substantially the
same terms as the Trust Securities (herein referred to as the "Successor
Securities") so long as the Successor Securities rank the same as the Trust
Securities rank in priority with respect to Distributions and payments upon
liquidation, redemption and otherwise, (ii) the Corporation expressly appoints a
trustee of such successor entity possessing substantially the same powers

                                       16


and duties as the Property Trustee as the holder of legal title to the
Subordinated Debentures, (iii) the Trust Preferred Securities or any Successor
Securities are listed, or any Successor Securities will be listed upon
notification of issuance, on any national securities exchange or other
organization on which the Trust Preferred Securities are then listed, (iv) such
merger, consolidation or replacement does not cause the Trust Preferred
Securities (including any Successor Securities) to be downgraded by any
nationally recognized statistical rating organization, (v) such consolidation,
merger or replacement does not adversely affect the rights, preferences and
privileges of the Holders of the Trust Securities (including any Successor
Securities) in any material respect, (vi) such successor entity has a purpose
substantially identical to that of the Trust, (vii) prior to such consolidation,
merger or replacement, the Corporation and the Property Trustee have received an
Opinion of Counsel experienced in such matters to the effect that (A) such
consolidation, merger or replacement does not adversely affect the rights,
preferences and privileges of the Holders of the Trust Securities (including any
Successor Securities) in any material respect, and (B) following such
consolidation, merger or replacement, neither the Trust nor such successor
entity will be required to register as an investment company under the
Investment Company Act, and (viii) the Corporation owns all of the common
securities of such successor entity and guarantees the obligations of such
successor entity under the Successor Securities at least to the extent provided
by the Trust Guarantee. Notwithstanding the foregoing, the Trust shall not,
except with the consent of Holders of 100% in Liquidation Amount of the Trust
Securities, consolidate, merge with or into, or be replaced by any other entity
or permit any other entity to consolidate, merge with or into, or replace it if
such consolidation, merger or replacement would cause the Trust or the successor
entity to be classified as other than a grantor trust for United States federal
income tax purposes.

                                   ARTICLE III

                                 PAYMENT ACCOUNT

      SECTION 3.01 PAYMENT ACCOUNT.

            (a)   On or prior to the Issue Date, the Property Trustee shall
      establish the Payment Account. The Property Trustee and an agent of the
      Property Trustee shall have exclusive control and sole right of withdrawal
      with respect to the Payment Account for the purpose of making deposits in
      and withdrawals from the Payment Account in accordance with this Trust
      Agreement. All monies and other property deposited or held from time to
      time in the Payment Account shall be held by the Property Trustee in the
      Payment Account for the exclusive benefit of the Securityholders and for
      distribution as herein provided, including (and subject to) any priority
      of payments provided for herein.

            (b)   The Property Trustee shall deposit in the Payment Account,
      promptly upon receipt, all payments of principal or interest on, and any
      other payments or proceeds with respect to, the Subordinated Debentures.
      Amounts held in the Payment Account shall not be invested by the Property
      Trustee pending distribution thereof.

                                       17


                                   ARTICLE IV

                            DISTRIBUTIONS; REDEMPTION

      SECTION 4.01 DISTRIBUTIONS.

            (a)   Distributions on the Trust Securities shall be cumulative and
      accrue from the Issue Date and, except in the event that the Depositor
      exercises its right to extend the interest payment period for the
      Subordinated Debentures pursuant to Section __ of the Supplemental
      Indenture, shall be payable quarterly in arrears on ________, ________,
      ________ and ________ of each year, commencing on __________, ____. If any
      date on which Distributions are otherwise payable on the Trust Securities
      is not a Business Day, then the payment of such Distribution shall be made
      on the next succeeding day which is a Business Day (and without any
      interest or other payment in respect of any such delay) except that, if
      such Business Day is in the next succeeding calendar year, payment of such
      Distribution shall be made on the immediately preceding Business Day, in
      each case, with the same force and effect as if made on such date (each
      such date, a "Distribution Date").

            (b)   Distributions payable on the Trust Securities shall be fixed
      at a rate of _____% per annum of the Liquidation Amount of the Trust
      Securities. The amount of Distributions payable for any full quarterly
      period shall be computed on the basis of twelve 30-day months and a
      360-day year. If the interest payment period for the Subordinated
      Debentures is extended pursuant to Section __ of the Supplemental
      Indenture (an "Extension Period"), then the rate per annum at which
      Distributions on the Trust Securities accumulate shall be increased by an
      amount such that the aggregate amount of Distributions that accumulate on
      all Trust Securities during any such Extension Period is equal to the
      aggregate amount of interest (including interest payable on unpaid
      interest at the percentage rate per annum set forth above, compounded
      quarterly, to the extent permitted by applicable law) that accrues during
      any such Extension Period on the Subordinated Debentures. The payment of
      such deferred interest, together with interest thereon, will be
      distributed, if and to the extent funds are legally available therefor, to
      the Holders of the Trust Securities (as they appear on the books and
      records of the Trust on the Record Date next following the termination of
      such Extension Period) as received at the end of any Extension Period. The
      amount of Distributions payable for any period shall include the
      Additional Amounts, if any.

            (c)   Distributions on the Trust Securities shall be made and shall
      be deemed payable on each Distribution Date only to the extent that the
      Trust has legally and immediately available funds in the Payment Account
      for the payment of such Distributions.

            (d)   Distributions (including Additional Amounts, if any) on the
      Trust Securities on each Distribution Date shall be payable to the Holders
      thereof as they appear on the Security Register for the Trust Securities
      on the relevant record date, which shall be the close of business on the
      fifteenth calendar day prior to the relevant Distribution Date. Each Trust
      Security, upon registration of transfer of or in exchange for

                                       18


      or in lieu of any other Trust Security, shall carry the rights of
      Distributions accrued (including Additional Amounts, if any) and unpaid,
      and to accrue (including Additional Amounts, if any), which were carried
      by such other Trust Security.

      SECTION 4.02 REDEMPTION.

            (a)   On each Redemption Date with respect to the Subordinated
      Debentures, the Trust will be required to redeem a Like Amount of Trust
      Securities at the Redemption Price.

            (b)   Notice of redemption shall be given by the Property Trustee by
      first-class mail, postage prepaid, mailed not less than 30 nor more than
      60 days prior to the Redemption Date to each Holder of Trust Securities to
      be redeemed, at such Holder's address appearing in the Security Register.
      Any notices of redemption shall state:

                  (i)   the Redemption Date;

                  (ii)  the Redemption Price;

                  (iii) the CUSIP number;

                  (iv)  if less than all the Outstanding Trust Securities are to
            be redeemed, the total Liquidation Amount of the Trust Securities to
            be redeemed; and

                  (v)   that on the Redemption Date the Redemption Price will
            become due and payable upon each such Trust Security to be redeemed
            and the Distributions thereon will cease to accrue on and after such
            date.

            (c)   The Trust Securities redeemed on each Redemption Date shall be
      redeemed at the Redemption Price with the proceeds from the
      contemporaneous redemption of Subordinated Debentures. Redemptions of the
      Trust Securities shall be made and the Redemption Price shall be deemed
      payable on each Redemption Date only to the extent that the Trust has
      funds legally and immediately available in the Payment Account for the
      payment of such Redemption Price.

            (d)   If the Property Trustee gives a notice of redemption in
      respect of any Trust Preferred Securities which notice when given shall
      become irrevocable, then, by 2:00 P.M. New York City time, on the
      Redemption Date, subject to Section 4.02(c), the Property Trustee will, so
      long as the Trust Preferred Securities are in book-entry only form,
      irrevocably deposit with the Clearing Agency for the Trust Preferred
      Securities funds sufficient to pay the applicable Redemption Price. If the
      Trust Preferred Securities are not in book-entry only form, the Property
      Trustee, subject to Section 4.02(c), shall irrevocably deposit with the
      Paying Agent funds sufficient to pay the applicable Redemption Price and
      will give the Paying Agent irrevocable instructions to pay the Redemption
      Price to the Holders thereof upon surrender of their Trust Preferred
      Securities Certificates. Notwithstanding the foregoing, Distributions
      payable on or prior to the Redemption Date for any Trust Securities called
      for redemption shall be payable to the Holders of such Trust Securities as
      they appear on the Security Register for the Trust

                                       19


      Securities on the relevant record dates for the related Distribution
      Dates. If notice of redemption shall have been given and funds deposited
      as required, then immediately prior to the close of business on the date
      of such deposit, all rights of Securityholders holding Trust Securities so
      called for redemption will cease, except the right of such Securityholders
      to receive the Redemption Price, but without interest, and such Securities
      will cease to be outstanding. In the event that any date on which any
      Redemption Price is payable is not a Business Day, then payment of the
      Redemption Price payable on such date shall be made on the next succeeding
      day which is a Business Day (and without any interest or other payment in
      respect of any such delay) except that, if such Business Day is in the
      next succeeding calendar year, payment of such Redemption Price shall be
      made on the immediately preceding Business, Day, in each case, with the
      same force and effect as if made on such date. In the event that payment
      of the Redemption Price in respect of Trust Securities is improperly
      withheld or refused and not paid either by the Trust or by the Depositor
      pursuant to the Trust Guarantee, Distributions on such Trust Securities
      will continue to accrue at the then applicable rate, from such Redemption
      Date originally established by the Trust for such Trust Preferred
      Securities to the date such Redemption Price is actually paid.

            (e)   Payment of the Redemption Price on the Trust Securities shall
      be made to the recordholders thereof as they appear on the Security
      Register for the Trust Securities on the relevant record date, which shall
      be the close of business on the fifteenth calendar day prior to the
      Redemption Date.

            (f)   If less than all the Outstanding Trust Securities are to be
      redeemed on a Redemption Date, then the aggregate Liquidation Amount of
      Trust Securities to be redeemed shall be allocated 3% to the Trust Common
      Securities and 97% to the Trust Preferred Securities, with such
      adjustments that each amount so allocated shall be divisible by $__. The
      particular Trust Preferred Securities to be redeemed shall be selected not
      more than 60 days prior to the Redemption Date by the Property Trustee
      from the Outstanding Trust Preferred Securities not previously called for
      redemption, by such method as the Property Trustee shall deem fair and
      appropriate and which may provide for the selection for redemption of
      portions (equal to $__ or integral multiples thereof of the Liquidation
      Amount of Trust Preferred Securities of a denomination larger than $__);
      provided, however, that before undertaking redemption of the Trust
      Preferred Securities on other than a pro rata basis, the Property Trustee
      shall have received an Opinion of Counsel that the status of the Trust as
      a grantor trust for United States federal income tax purposes would not be
      adversely affected. The Property Trustee shall promptly notify the
      Security Registrar in writing of the Trust Preferred Securities selected
      for redemption and, in the case of any Trust Preferred Securities selected
      for partial redemption, the Liquidation Amount thereof to be redeemed. For
      all purposes of this Trust Agreement, unless the context otherwise
      requires, all provisions relating to the redemption of Trust Preferred
      Securities shall relate, in the case of any Trust Preferred Securities
      redeemed or to be redeemed only in part, to the portion of the Liquidation
      Amount of Trust Preferred Securities which has been or is to be redeemed.

            (g)   Subject to the foregoing provisions of this Section 4.02 and
      to applicable law (including, without limitation, United States federal
      securities laws), the Corporation

                                       20


      or its Affiliates may, at any time and from time to time, purchase
      outstanding Trust Preferred Securities by tender, in the open market or by
      private agreement.

      SECTION 4.03 SUBORDINATION OF TRUST COMMON SECURITIES.

            (a)   Payment of Distributions (including Additional Amounts, if
      applicable) on, and the Redemption Price of, the Trust Securities, as
      applicable, shall be made pro rata based on the respective Liquidation
      Amounts of the applicable Trust Securities; provided, however, that if on
      any Distribution Date or Redemption Date a Debenture Indenture Event of
      Default shall have occurred and be continuing, no payment of any
      Distribution (including Additional Amounts, if applicable) on, or
      Redemption Price of, any Trust Common Security, and no other payment on
      account of the redemption, liquidation or other acquisition of Trust
      Common Securities, shall be made unless payment in full in cash of all
      accumulated and unpaid Distributions (including Additional Amounts, if
      applicable) on all Outstanding Trust Preferred Securities for all
      distribution periods terminating on or prior thereto, or in the case of
      payment of the Redemption Price the full amount of such Redemption Price
      on all Outstanding Trust Preferred Securities, shall have been made or
      provided for, and in funds immediately available to the Property Trustee
      shall first be applied to the payment in full in cash of all Distributions
      (including Additional Amounts, if applicable) on, or the Redemption Price
      of, Trust Preferred Securities then due and payable.

            (b)   In the case of the occurrence of any Debenture Indenture Event
      of Default, the Holder of Trust Common Securities will be deemed to have
      waived any such Event of Default under this Trust Agreement until the
      effect of all such Events of Default with respect to the Trust Preferred
      Securities have been cured, waived or otherwise eliminated. Until any such
      Events of Default under this Trust Agreement with respect to the Trust
      Preferred Securities have been so cured, waived or otherwise eliminated,
      the Property Trustee shall act solely on behalf of the Holders of the
      Trust Preferred Securities and not the Holder of the Trust Common
      Securities, and only the Holders of the Trust Preferred Securities will
      have the right to direct the Property Trustee to act on their behalf.

      SECTION 4.04 PAYMENT PROCEDURES. Payments in respect of the Trust
Preferred Securities shall be made by check mailed to the address of the Person
entitled thereto as such address shall appear on the Security Register or, if
the Trust Preferred Securities are held by a Clearing Agency, such Distributions
shall be made to the Clearing Agency, which shall credit the relevant Persons'
accounts at such Clearing Agency on the applicable distribution dates. Payments
in respect of the Trust Common Securities shall be made in such manner as shall
be mutually agreed between the Property Trustee and the Holder of the Trust
Common Securities.

      SECTION 4.05 TAX RETURNS AND REPORTS. The Administrative Trustee(s) shall
prepare (or cause to be prepared), at the Depositor's expense, and file all
United States federal, state and local tax and information returns and reports
required to be filed by or in respect of the Trust. The Administrative
Trustee(s) shall provide or cause to be provided on a timely basis to each
Holder any Internal Revenue Service form required to be so provided in respect
of the Trust Securities.

                                       21


                                    ARTICLE V

                          TRUST SECURITIES CERTIFICATES

      SECTION 5.01 INITIAL OWNERSHIP. Upon the formation of the Trust by the
contribution by the Depositor pursuant to Section 2.03 and until the issuance of
the Trust Securities, and at any time during which no Trust Securities are
outstanding, the Depositor shall be the sole beneficial owner of the Trust.

      SECTION 5.02 THE TRUST SECURITIES CERTIFICATES. Each of the Trust
Preferred and Trust Common Securities Certificates shall be issued by the
Administrative Trustees in minimum denominations of $__ and integral multiples
in excess thereof. The Trust Securities Certificates shall be executed on behalf
of the Trust by manual or facsimile signature of at least one Administrative
Trustee. Trust Securities Certificates bearing the manual or facsimile
signatures of individuals who were, at the time when such signatures shall have
been affixed, authorized to sign on behalf of the Trust, shall be validly issued
and entitled to the benefits of this Trust Agreement, notwithstanding that such
individuals or any of them shall have ceased to be so authorized prior to the
authentication and delivery of such Trust Securities Certificates or did not
hold such offices at the date of authentication and delivery of such Trust
Securities Certificates. A transferee of a Trust Securities Certificate shall
become a Securityholder, and shall be entitled to the rights and subject to the
obligations of a Securityholder hereunder, upon due registration of such Trust
Securities Certificate in such transferee's name pursuant to Section 5.04.

      SECTION 5.03 AUTHENTICATION OF TRUST SECURITIES CERTIFICATES. On the Issue
Date, the Administrative Trustees shall cause Trust Securities Certificates, in
an aggregate Liquidation Amount as provided in Sections 2.04 and 2.05, to be
executed on behalf of the Trust, authenticated and delivered to or upon the
written order of the Depositor signed by its Chairman of the Board, its
President or any Vice President, without further corporate action by the
Depositor, in authorized denominations. No Trust Securities Certificate shall
entitle its Holder to any benefit under this Trust Agreement, or shall be valid
for any purpose, unless there shall appear on such Trust Securities Certificate
a certificate of authentication substantially in the form set forth in Exhibit B
or Exhibit C, as applicable, executed by at least one Administrative Trustee by
manual signature; such authentication shall constitute conclusive evidence that
such Trust Securities Certificate shall have been duly authenticated and
delivered hereunder. All Trust Securities Certificates shall be dated the date
of their authentication.

      SECTION 5.04 REGISTRATION OF TRANSFER AND EXCHANGE OF TRUST PREFERRED
SECURITIES CERTIFICATES. The Security Registrar shall keep or cause to be kept,
at the office or agency maintained pursuant to Section 5.08, a Security Register
in which, subject to such reasonable regulations as it may prescribe, the
Security Registrar shall provide for the registration of Trust Preferred
Securities Certificates and the Trust Common Securities Certificates (subject to
Section 5.10 in the case of the Trust Common Securities Certificates) and
registration of transfers and exchanges of Trust Preferred Securities
Certificates as herein provided. The Property Trustee shall be the initial
Security Registrar.

      Upon surrender for registration of transfer of any Trust Preferred
Securities Certificate at the office or agency maintained pursuant to Section
5.08, the Administrative Trustees shall

                                       22


execute, authenticate and deliver in the name of the designated transferee or
transferees, one or more new Trust Preferred Securities Certificates in
authorized denominations of a like aggregate Liquidation Amount dated the date
of authentication by the Administrative Trustee or Trustees. The Security
Registrar shall not be required to register the transfer of any Trust Preferred
Securities that have been called for redemption. At the option of a Holder,
Trust Preferred Securities Certificates may be exchanged for other Trust
Preferred Securities Certificates in authorized denominations of the same class
and of a like aggregate Liquidation Amount upon surrender of the Trust Preferred
Securities Certificates to be exchanged at the office or agency maintained
pursuant to Section 5.08.

      Every Trust Preferred Securities Certificate presented or surrendered for
registration of transfer or exchange shall be accompanied by a written
instrument of transfer in form satisfactory to the Administrative Trustees and
the Security Registrar duly executed by the Holder or such Holder's attorney
duly authorized in writing. Each Trust Preferred Securities Certificate
surrendered for registration of transfer or exchange shall be canceled and
subsequently disposed of by the Security Registrar in accordance with its
customary practice.

      No service charge shall be made for any registration of transfer or
exchange of Trust Preferred Securities Certificates, but the Security Registrar
or the Administrative Trustees may require payment of a sum sufficient to cover
any tax or governmental charge that may be imposed in connection with any
transfer or exchange of Trust Preferred Securities Certificates.

      SECTION 5.05 MUTILATED, DESTROYED, LOST OR STOLEN TRUST SECURITIES
CERTIFICATES. If (a) any mutilated Trust Securities Certificate shall be
surrendered to the Security Registrar, or if the Security Registrar shall
receive evidence to its satisfaction of the destruction, loss or theft of any
Trust Securities Certificate and (b) there shall be delivered to the Security
Registrar and the Administrative Trustees such security or indemnity as may be
required by them to save each of them harmless, then in the absence of notice
that such Trust Securities Certificate shall have been acquired by a bona fide
purchaser, the Administrative Trustees or any one of them on behalf of the Trust
shall execute and authenticate and make available for delivery, in exchange for
or in lieu of any such mutilated, destroyed, lost or stolen Trust Securities
Certificate, a new Trust Securities Certificate of like class, tenor and
denomination. In connection with the issuance of any new Trust Securities
Certificate under this Section, the Administrative Trustees or the Security
Registrar may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith. Any duplicate
Trust Securities Certificate issued pursuant to this Section shall constitute
conclusive evidence of an ownership interest in the Trust, as if originally
issued, whether or not the lost, stolen or destroyed Trust Securities
Certificate shall be found at any time.

      SECTION 5.06 PERSONS DEEMED SECURITYHOLDERS. Prior to due presentation of
a Trust Securities Certificate for registration of transfer, the Trustees or the
Security Registrar shall treat the Person in whose name any Trust Securities
Certificate shall be registered in the Security Register as the owner of such
Trust Securities Certificate for the purpose of receiving Distributions (subject
to Section 4.01(d)) and for all other purposes whatsoever, and neither the
Trustees nor the Security Registrar shall be bound by any notice to the
contrary.

                                       23


      SECTION 5.07 ACCESS TO LIST OF SECURITYHOLDERS' NAMES AND ADDRESSES. The
Administrative Trustees shall furnish or cause to be furnished to (i) the
Depositor and the Property Trustee semi-annually, not later than _______ and
_______ in each year and (ii) the Depositor or the Property Trustee, as the case
may be, within 30 days after receipt by any Administrative Trustee of a request
therefor from the Depositor or the Property Trustee, as the case may be, in
writing, a list, in such form as the Depositor or the Property Trustee, as the
case may be, may reasonably require, of the names and addresses of the
Securityholders as of a date not more than 15 days prior to the time such list
is furnished; provided that the Administrative Trustees shall not be obligated
to provide such list at any time such list does not differ from the most recent
list given to the Depositor and the Property Trustee by the Administrative
Trustees or at any time the Property Trustee is the Security Registrar. If three
or more Securityholders or one or more Holders of Trust Securities Certificates
evidencing not less than 25% of the outstanding Liquidation Amount apply in
writing to the Administrative Trustees, and such application states that the
applicants desire to communicate with other Securityholders with respect to
their rights under this Trust Agreement or under the Trust Securities
Certificates and such application is accompanied by a copy of the communication
that such applicants propose to transmit, then the Administrative Trustees
shall, within five Business Days after the receipt of such application, afford
such applicants access during normal business hours to the current list of
Securityholders. Each Holder, by receiving and holding a Trust Securities
Certificate, shall be deemed to have agreed not to hold either the Depositor or
the Administrative Trustees accountable by reason of the disclosure of its name
and address, regardless of the source from which such information was derived.

      SECTION 5.08 MAINTENANCE OF OFFICE OR AGENCY. The Administrative Trustees
shall maintain in the Borough of Manhattan, New York, an office or offices or
agency or agencies where Trust Preferred Securities Certificates may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Trustees in respect of the Trust Securities Certificates
may be served. The Administrative Trustees initially designate ____________ as
the principal agency for such purposes. The Administrative Trustees shall give
prompt written notice to the Depositor and to the Securityholders of any change
in the location of the Security Register or any such office or agency.

      SECTION 5.09 APPOINTMENT OF PAYING AGENT. The Paying Agent shall make
Distributions and other payments provided hereby to Securityholders from the
Payment Account and shall report the amounts of such Distributions and payments
to the Administrative Trustees and if such Paying Agent shall be other than the
Property Trustee to the Property Trustee. Any Paying Agent shall have the
revocable power to withdraw funds from the Payment Account for the purpose of
making the Distributions and payments provided hereby. The Administrative
Trustees may revoke such power and remove the Paying Agent if such Trustees
determine in their sole discretion that the Paying Agent shall have failed to
perform its obligations under this Trust Agreement in any material respect. The
Paying Agent shall initially be the Property Trustee, and it may choose any
co-paying agent that is acceptable to the Administrative Trustees and the
Depositor. Any Person acting as Paying Agent shall be permitted to resign as
Paying Agent upon 30 days' written notice to the Administrative Trustees and the
Depositor. In the event that a Paying Agent shall resign or be removed, the
Administrative Trustees shall appoint a successor that is acceptable to the
Depositor to act as Paying Agent (which shall be a bank or

                                       24


trust company). The Administrative Trustees shall cause such successor Paying
Agent or any additional Paying Agent appointed by the Administrative Trustees to
execute and deliver to the Trustees an instrument in which such successor Paying
Agent or additional Paying Agent shall agree with the Trustees that as Paying
Agent, such successor Paying Agent or additional Paying Agent will hold all
sums, if any, held by it for payment to the Securityholders in trust for the
benefit of the Securityholders entitled thereto until such sums shall be paid to
such Securityholders. The Paying Agent shall return all unclaimed funds to the
Property Trustee and upon removal of a Paying Agent such Paying Agent shall also
return all funds in its possession to the Property Trustee. The provisions of
Sections 8.01, 8.03 and 8.06 shall apply to the Property Trustee also in its
role as Paying Agent, for so long as the Property Trustee shall act as Paying
Agent and, to the extent applicable, to any other paying agent appointed
hereunder. Any reference in this Agreement to the Paying Agent shall include any
co-paying agent unless the context requires otherwise.

      SECTION 5.10 OWNERSHIP OF TRUST COMMON SECURITIES BY DEPOSITOR. On the
Issue Date, the Depositor shall acquire, and thereafter retain, beneficial and
record ownership of the Trust Common Securities. Any attempted transfer of the
Trust Common Securities, except for transfers by operation of law or to an
Affiliate of the Depositor or a permitted successor under Section 801 of the
Subordinated Debenture Indenture, shall be void. The Administrative Trustees
shall cause each Trust Common Securities Certificate issued to the Depositor and
its permitted transferees to contain a legend stating "THIS CERTIFICATE IS NOT
TRANSFERABLE EXCEPT AS PROVIDED IN THE TRUST AGREEMENT REFERRED TO HEREIN".

      SECTION 5.11 BOOK-ENTRY TRUST PREFERRED SECURITIES CERTIFICATES; TRUST
COMMON SECURITIES CERTIFICATE.

            (a)   The Trust Preferred Securities Certificates, upon original
      issuance, will be issued in the form of a typewritten Trust Preferred
      Securities Certificate or Certificates representing Book-Entry Trust
      Preferred Securities Certificates, to be delivered to The Depository Trust
      Company, the initial Clearing Agency, by, or on behalf of, the Trust. Such
      Trust Preferred Securities Certificate or Certificates shall initially be
      registered on the Security Register in the name of Cede & Co., the nominee
      of the initial Clearing Agency, and no Owner will receive a definitive
      Trust Preferred Securities Certificate representing such beneficial
      owner's interest in such Trust Preferred Securities, except as provided in
      Section 5.13. Unless and until Definitive Trust Preferred Securities
      Certificates have been issued to Owners pursuant to Section 5.13:

                  (i)   the provisions of this Section 5.11(a) shall be in full
            force and effect;

                  (ii)  the Security Registrar and the Trustees shall be
            entitled to deal with the Clearing Agency for all purposes of this
            Trust Agreement relating to the Book-Entry Trust Preferred
            Securities Certificates (including the payment of Distributions and
            the Redemption Price with respect to the Book-Entry Trust Preferred
            Securities and the giving of instructions or directions to Owners of
            Book-Entry Trust Preferred Securities) as the sole Holder of
            Book-Entry Trust Preferred Securities and shall have no obligations
            to the Owners thereof;

                                       25


                  (iii) to the extent that the provisions of this Section
            conflict with any other provisions of this Trust Agreement, the
            provisions of this Section shall control;

                  (iv)  the rights of the Owners of the Book-Entry Trust
            Preferred Securities Certificates shall be exercised only through
            the Clearing Agency and shall be limited to those established by
            law, agreements between such Owners and the Clearing Agency and/or
            the Clearing Agency Participants and the applicable rules of the
            Clearing Agency. Unless and until Definitive Trust Preferred
            Securities Certificates are issued pursuant to Section 5.13, the
            Clearing Agency will make book-entry transfers among the Clearing
            Agency Participants and receive and transmit payments on the Trust
            Preferred Securities to such Clearing Agency Participants; and

                  (v)   whenever this Trust Agreement requires or permits
            actions to be taken based upon instructions or directions of Holders
            of Trust Preferred Securities Certificates evidencing a specified
            percentage of the aggregate Liquidation Amount, the Clearing Agency
            shall be deemed to represent such percentage only to the extent that
            it has received instructions to such effect from Owners and/or
            Clearing Agency Participants owning or representing, respectively,
            such required percentage of the beneficial interest in the
            applicable class of Trust Preferred Securities Certificates and has
            delivered such instructions to the Trustees.

            (b)   A single Trust Common Securities Certificate representing the
      Trust Common Securities shall be issued to the Depositor in the form of a
      definitive Trust Common Securities Certificate.

      SECTION 5.12 NOTICES TO CLEARING AGENCY. To the extent a notice or other
communication to the Owners is required under this Trust Agreement, unless and
until Definitive Trust Preferred Securities Certificates shall have been issued
to Owners pursuant to Section 5.13, the Trustees shall give all such notices and
communications specified herein to be given to Owners to the Clearing Agency,
and shall have no obligations to the Owners.

      SECTION 5.13 DEFINITIVE TRUST PREFERRED SECURITIES CERTIFICATES. If (i)
the Depositor advises the Trustees in writing that the Clearing Agency is no
longer willing or able to properly discharge its responsibilities with respect
to the Trust Preferred Securities Certificates, and the Depositor is unable to
locate a qualified successor within 90 days of receipt by the Depositor of such
written advice, or (ii) the Depositor at its option advises the Trustees in
writing that it elects to terminate the book-entry system through the Clearing
Agency, then the Administrative Trustees shall notify the Clearing Agency and
Holders of the Trust Preferred Securities. Upon surrender to the Administrative
Trustees of the typewritten Trust Preferred Securities Certificate or
Certificates representing the Book-Entry Trust Preferred Securities Certificates
by the Clearing Agency, accompanied by registration instructions, the
Administrative Trustees or any one of them shall execute and authenticate the
Definitive Trust Preferred Securities Certificates in accordance with the
instructions of the Clearing Agency. Neither the Security Registrar nor the
Trustees shall be liable for any delay in delivery of such instructions and may
conclusively

                                       26


rely on, and shall be protected in relying on, such instructions. Upon the
issuance of Definitive Trust Preferred Securities Certificates, the Trustees
shall recognize the Holders of the Definitive Trust Preferred Securities
Certificates as Securityholders. The Definitive Trust Preferred Securities
Certificates shall be printed, lithographed or engraved or may be produced in
any other manner as is reasonably acceptable to the Administrative Trustees, as
evidenced by the execution thereof by the Administrative Trustees or any one of
them.

      SECTION 5.14 RIGHTS OF SECURITYHOLDERS. The legal title to the Trust
Property is vested exclusively in the Property Trustee (in its capacity as such)
in accordance with Section 2.09, and the Securityholders shall not have any
right or title therein other than the undivided beneficial ownership interest in
the assets of the Trust conferred by their Trust Securities, and they shall have
no right to call for any partition or division of property, profits or rights of
the Trust except as described below. The Trust Securities shall be personal
property giving only the rights specifically set forth therein and in this Trust
Agreement. The Trust Securities shall have no preemptive or other similar rights
and when issued and delivered to Securityholders against payment of the purchase
price therefor will be fully paid and nonassessable by the Trust. Except as
otherwise provided in the Expense Agreement and Section 10.01 hereof with
respect to the Depositor, the Holders of the Trust Securities shall be entitled
to the same limitation of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the State
of Delaware.

                                   ARTICLE VI

                    ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

      SECTION 6.01 LIMITATIONS ON VOTING RIGHTS.

            (a)   Except as provided in this Section, in Section 8.10 or Section
      10.03 of this Trust Agreement, in the Subordinated Debenture Indenture,
      and as otherwise required by law, no Holder of Trust Preferred Securities
      shall have any right to vote or in any manner otherwise control the
      administration, operation and management of the Trust or the obligations
      of the parties hereto, nor shall anything herein set forth, or contained
      in the terms of the Trust Securities Certificates, be construed so as to
      constitute the Securityholders from time to time as joint venturers,
      partners or members of an association.

            (b)   So long as any Subordinated Debentures are held by the
      Property Trustee, the Trustees shall not (i) direct the time, method and
      place of conducting any proceeding for any remedy available to the
      Indenture Trustee, or executing any trust or power conferred on the
      Indenture Trustee with respect to such Subordinated Debentures, (ii)
      consent to waive any past default which is waivable under Section 513 of
      the Subordinated Debenture Indenture, (iii) exercise any right to rescind
      or annul a declaration that the principal of all the Subordinated
      Debentures shall be due and payable or (iv) consent to any amendment,
      modification or termination of the Subordinated Debenture Indenture or the
      Subordinated Debentures, where such consent shall be required, or to any
      other action, as holder of the Subordinated Debentures, under the
      Subordinated Debenture Indenture, without, in each case, obtaining the
      prior approval of

                                       27


      the Holders of at least a majority in Liquidation Amount of the
      Outstanding Trust Preferred Securities; provided, however, that where a
      consent under the Subordinated Debenture Indenture would require the
      consent of each holder of Subordinated Debentures affected thereby, no
      such consent shall be given by the Trustees without the prior written
      consent of each Holder of Trust Preferred Securities. The Trustees shall
      not revoke any action previously authorized or approved by a vote of the
      Holders of Trust Preferred Securities, except pursuant to a subsequent
      vote of the Holders of Trust Preferred Securities. The Property Trustee
      shall notify all Holders of the Trust Preferred Securities of any notice
      of default received from the Indenture Trustee with respect to the
      Subordinated Debentures.

            (c)   If any proposed amendment to the Trust Agreement provides for,
      or the Trustees otherwise propose to effect, (i) any action that would
      adversely affect the powers, preferences or special rights of the Trust
      Preferred Securities, whether by way of amendment to this Trust Agreement
      or otherwise, or (ii) the dissolution, winding-up or termination of the
      Trust, other than pursuant to the terms of this Trust Agreement, then the
      Holders of Outstanding Trust Preferred Securities as a class will be
      entitled to vote on such amendment or proposal and such amendment or
      proposal shall not be effective except with the approval of the Holders of
      at least a majority in Liquidation Amount of the Outstanding Trust
      Preferred Securities.

            (d)   Notwithstanding that holders of Trust Preferred Securities are
      entitled to vote under the circumstances described in Section 6.01(b) and
      6.01(c), any of the Trust Preferred Securities that are owned (whether of
      record or beneficially) by the Corporation, the Administrative Trustees or
      any Affiliate of the Corporation or any Administrative Trustee shall, for
      purposes of such vote, be treated as if they were not outstanding.

      SECTION 6.02 NOTICE OF MEETINGS. Notice of all meetings of the Trust
Preferred Securityholders, stating the time, place and purpose of the meeting,
shall be given by the Administrative Trustees pursuant to Section 10.08 to each
Trust Preferred Securityholder of record, at his registered address, at least 15
days and not more than 90 days before the meeting. At any such meeting, any
business properly before the meeting may be so considered whether or not stated
in the notice of the meeting. Any adjourned meeting may be held as adjourned
without further notice. Any and all notice to which any Trust Preferred
Securityholder hereunder may be entitled and any and all communications shall be
deemed duly served or given if mailed, postage prepaid, addressed to any Trust
Preferred Securityholders of record at his last known address as recorded on the
Security Register.

      SECTION 6.03 MEETINGS OF TRUST PREFERRED SECURITYHOLDERS. No annual
meeting of Securityholders is required to be held. The Administrative Trustees,
however, shall call a meeting of Securityholders to vote on any matter upon the
written request of the Trust Preferred Securityholders of record of 25% of the
Trust Preferred Securities (based upon their Liquidation Amount) and the
Administrative Trustees or the Property Trustee may, at any time in their
discretion, call a meeting of Trust Preferred Securityholders to vote on any
matters as to which Trust Preferred Securityholders are entitled to vote.

                                       28


      Trust Preferred Securityholders of record of 50% of the Trust Preferred
Securities (based upon their Liquidation Amount), present in person or by proxy,
shall constitute a quorum at any meeting of Securityholders.

      If a quorum is present at a meeting, an affirmative vote by the Trust
Preferred Securityholders of record present, in person or by proxy, holding more
than a majority of the Trust Preferred Securities (based upon their Liquidation
Amount) held by the Trust Preferred Securityholders of record present, either in
person or by proxy, at such meeting shall constitute the action of the
Securityholders, unless this Trust Agreement requires a greater proportion of
affirmative votes.

      SECTION 6.04 VOTING RIGHTS. Securityholders shall be entitled to one vote
for each $__ of Liquidation Amount represented by their Trust Securities in
respect of any matter as to which such Securityholders are entitled to vote.

      SECTION 6.05 PROXIES, ETC. At any meeting of Securityholders, any
Securityholder entitled to vote may vote by proxy, provided that no proxy shall
be voted at any meeting unless it shall have been placed on file with the
Administrative Trustees, or with such other officer or agent of the Trust as the
Administrative Trustees may direct, for verification prior to the time at which
such vote shall be taken. Pursuant to a resolution of the Property Trustee,
proxies may be solicited in the name of the Property Trustee or one or more
officers of the Property Trustee. Only Securityholders of record shall be
entitled to vote. When Trust Securities are held jointly by several Persons, any
one of them may vote at any meeting in person or by proxy in respect of such
Trust Securities, but if more than one of them shall be present at such meeting
in person or by proxy, and such joint owners or their proxies so present
disagree as to any vote to be cast, such vote shall not be received in respect
of such Trust Securities. A proxy purporting to be executed by or on behalf of a
Securityholder shall be deemed valid unless challenged at or prior to its
exercise, and the burden of proving invalidity shall rest on the challenger. No
proxy shall be valid more than three years after its date of execution.

      SECTION 6.06 SECURITYHOLDER ACTION BY WRITTEN CONSENT. Any action which
may be taken by Securityholders at a meeting may be taken without a meeting if
Securityholders holding at least a majority of all outstanding Trust Securities
entitled to vote in respect of such action (or such other proportion thereof as
shall be required by any express provision of this Trust Agreement) shall
consent to the action in writing (based upon their Liquidation Amount).

      SECTION 6.07 RECORD DATE FOR VOTING AND OTHER PURPOSES. For the purposes
of determining the Securityholders who are entitled to notice of and to vote at
any meeting or by written consent, or to participate in any Distribution on the
Trust Securities in respect of which a record date is not otherwise provided for
in this Trust Agreement, or for the purpose of any other action, the
Administrative Trustees may from time to time fix a date, not more than 90 days
prior to the date of any meeting of Securityholders or the payment of
distribution or other action, as the case may be, as a record date for the
determination of the identity of the Securityholders of record for such
purposes.

      SECTION 6.08 ACTS OF SECURITYHOLDERS. Any request, demand, authorization,
direction, notice, consent, waiver or other action provided or permitted by this
Trust Agreement to be

                                       29


given, made or taken by Securityholders may be embodied in and evidenced by one
or more instruments of substantially similar tenor signed by such
Securityholders in person or by an agent appointed in writing; and, except as
otherwise expressly provided herein, such action shall become effective when
such instrument or instruments are delivered to the Administrative Trustees.
Such instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Securityholders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Trust Agreement and (subject to Section 8.01) conclusive in
favor of the Trustees, if made in the manner provided in this Section.

      The fact and date of the execution by any Person of any such instrument or
writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgements of deeds, certifying that the individual signing such
instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustees deem sufficient.

      The ownership of Trust Preferred Securities shall be proved by the
Security Register.

      Any request, demand, authorization, direction, notice, consent, waiver or
other Act of the Securityholder of any Trust Security shall bind every future
Securityholder of the same Trust Security and the Securityholder of every Trust
Security issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof in respect of anything done, omitted or suffered to
be done by the Trustees or the Trust in reliance thereon, whether or not
notation of such action is made upon such Trust Security.

      Without limiting the foregoing, a Securityholder entitled hereunder to
take any action hereunder with regard to any particular Trust Security may do so
with regard to all or any part of the Liquidation Amount of such Trust Security
or by one or more duly appointed agents each of which may do so pursuant to such
appointment with regard to all or any part of such Liquidation Amount.

      If any dispute shall arise between the Holders of Trust Securities and the
Administrative Trustees or among such Securityholders or Trustees with respect
to the authenticity, validity or binding nature of any request, demand,
authorization, direction, consent, waiver or other Act of such Securityholder or
Trustee under this Article VI, then the determination of such matter by the
Property Trustee shall be conclusive with respect to such matter.

      SECTION 6.09 INSPECTION OF RECORDS. Upon reasonable notice to the
Trustees, the records of the Trust shall be open to inspection by
Securityholders during normal business hours for any purpose reasonably related
to such Securityholder's interest as a Securityholder.

                                       30


                                   ARTICLE VII

                 REPRESENTATIONS AND WARRANTIES OF THE PROPERTY
                     TRUSTEE, DELAWARE TRUSTEE AND DEPOSITOR

      SECTION 7.01 REPRESENTATIONS AND WARRANTIES OF THE PROPERTY TRUSTEE. The
Trust Company in its separate corporate capacity and as the Property Trustee, on
behalf of and as to itself, hereby represents and warrants for the benefit of
the Depositor and the Securityholders that:

            (a)   the Trust Company is a corporation or trust company duly
      organized, validly existing and in good standing under the laws of the
      State of New York;

            (b)   the Trust Company in its separate corporate capacity and in
      its capacity as the Property Trustee has full corporate power, authority
      and legal right to execute and deliver this Trust Agreement and to perform
      its obligations under this Trust Agreement and has taken all necessary
      action to authorize the execution, delivery and performance by it of this
      Trust Agreement;

            (c)   this Trust Agreement has been duly authorized, executed and
      delivered by the Property Trustee and constitutes the valid and legally
      binding agreement of the Property Trustee, enforceable against it in
      accordance with its terms, subject to bankruptcy, insolvency, fraudulent
      transfer, reorganization, moratorium and similar laws of general
      applicability relating to or affecting creditors' rights and to general
      equity principles;

            (d)   the execution, delivery and performance of this Trust
      Agreement and the consummation of the transactions contemplated thereby by
      the Trust Company in its capacity as the Property Trustee of this Trust
      Agreement have been duly authorized by all necessary corporate action on
      the part of the Trust Company in its separate corporate capacity and as
      Property Trustee and do not require any approval of stockholders of the
      Trust Company and such execution, delivery and performance will not (i)
      violate the Trust Company's charter or by-laws, or (ii) violate any law,
      governmental rule or regulation of the United States or the State of New
      York governing the banking, trust, or corporate powers (as appropriate in
      context) of the Trust Company in its separate corporate capacity and in
      its capacity as the Property Trustee or any indenture, mortgage, bank
      credit agreement, note or bond purchase agreement, long-term lease,
      license or other agreement or any order, judgment or decree applicable to
      the Trust Company or the Property Trustee;

            (e)   neither the authorization, execution, delivery or performance
      by the Trust Company or the Property Trustee of this Trust Agreement, nor
      the consummation of any of the transactions by the Trust Company or the
      Property Trustee contemplated herein or therein, nor the issuance of the
      Trust Securities Certificates pursuant to this Trust Agreement require the
      consent or approval of, the withholding of objection on the part of, the
      giving of notice to, the filing, the registration, or the qualification
      with or the taking of any other action with respect to any governmental
      authority or agency under any

                                       31


      existing federal or New York law governing the trust or corporate powers
      of the Property Trustee; and

            (f)   there are no proceedings pending or threatened against the
      Trust Company or the Property Trustee in any court or before any
      governmental authority, agency or arbitration board or tribunal which,
      individually or in the aggregate, would have a material adverse effect on
      the right, power and authority of the Trust Company or the Property
      Trustee to enter into or perform its obligations under this Trust
      Agreement.

      SECTION 7.02 REPRESENTATIONS AND WARRANTIES OF THE DELAWARE TRUSTEE. The
Delaware Corporation in its separate corporate capacity and as the Delaware
Trustee, on behalf of and as to itself, hereby represents and warrants for the
benefit of the Depositor and the Securityholders that:

            (a)   the Delaware Corporation is a corporation duly organized,
      validly existing and in good standing under the laws of the State of
      Delaware;

            (b)   the Delaware Corporation in its separate corporate capacity
      and in its capacity as the Delaware Trustee has full corporate power,
      authority and legal right to execute and deliver this Trust Agreement and
      to perform its obligations under this Trust Agreement and has taken all
      necessary action to authorize the execution, delivery and performance by
      it of this Trust Agreement;

            (c)   this Trust Agreement has been duly authorized, executed and
      delivered by the Delaware Trustee and constitutes the valid and legally
      binding agreement of the Delaware Trustee, enforceable against it in
      accordance with its terms, subject to bankruptcy, insolvency, fraudulent
      transfer, reorganization, moratorium and similar laws of general
      applicability relating to or affecting creditors' rights and to general
      equity principles;

            (d)   the execution, delivery and performance of this Trust
      Agreement and the consummation of the transactions contemplated thereby by
      the Delaware Corporation in its capacity as Delaware Trustee of this Trust
      Agreement have been duly authorized by all necessary corporate action on
      the part of the Delaware Corporation in its separate corporate capacity
      and as the Delaware Trustee and do not require any approval of
      stockholders of the Delaware Corporation and such execution, delivery and
      performance will not (i) violate the Delaware Corporation's charter or
      by-laws, or (ii) violate any law, governmental rule or regulation of the
      United States or the State of Delaware governing the trust or corporate
      powers the Delaware Corporation in its capacity as the Delaware Trustee or
      in its separate corporate capacity, or any indenture, mortgage, bank
      credit agreement, note or bond purchase agreement, long-term lease,
      license or other agreement or any order, judgment or decree applicable to
      the Delaware Corporation or the Delaware Trustee;

            (e)   neither the authorization, execution, delivery or performance
      by the Delaware Corporation or the Delaware Trustee of this Trust
      Agreement, nor the consummation of any of the transactions by the Delaware
      Corporation or the Delaware

                                       32


      Trustee contemplated herein or therein, nor the issuance of the Trust
      Securities Certificates pursuant to this Trust Agreement require the
      consent or approval of, the withholding of objection on the part of, the
      giving of notice to, the filing, the registration, or the qualification
      with or the taking of any other action with respect to any governmental
      authority or agency under any existing federal or Delaware law governing
      the trust or corporate powers of the Delaware Trustee; and

            (f)   There are no proceedings pending or threatened against the
      Delaware Corporation or the Delaware Trustee in any court or before any
      governmental authority, agency or arbitration board or tribunal which,
      individually or in the aggregate, would have a material adverse effect on
      the right, power and authority of the Delaware Corporation or the Delaware
      Trustee to enter into or perform its obligations under this Trust
      Agreement.

      SECTION 7.03 REPRESENTATIONS AND WARRANTIES OF DEPOSITOR.

      The Depositor hereby represents and warrants for the benefit of the
Securityholders that:

            (a)   the Trust Securities Certificates issued at the Closing Date
      on behalf of the Trust have been duly authorized and will have been, duly
      and validly executed, issued and delivered by the Trustees pursuant to the
      terms and provisions of, and in accordance with the requirements of, this
      Trust Agreement and the Securityholders will be, as of such date, entitled
      to the benefits of this Trust Agreement; and

            (b)   there are no taxes, fees or other governmental charges payable
      by the Trust (or the Trustees on behalf of the Trust) under the laws of
      the State of Delaware or any political subdivision thereof in connection
      with the execution, delivery and performance by the Property Trustee or
      the Delaware Trustee, as the case may be, of this Trust Agreement.

                                  ARTICLE VIII

                                  THE TRUSTEES

      SECTION 8.01 CERTAIN DUTIES AND RESPONSIBILITIES.

            (a)   The rights, duties and responsibilities of the Trustees shall
      be as provided by this Trust Agreement and the Delaware Statutory Trust
      Act and, in the case of the Property Trustee, the Trust Indenture Act.
      Notwithstanding the foregoing, no provision of this Trust Agreement shall
      require the Trustees to expend or risk their own funds or otherwise incur
      any financial liability in the performance of any of their duties
      hereunder, or in the exercise of any of their rights or powers, if they
      shall have reasonable grounds for believing that repayment of such funds
      or adequate indemnity against such risk or liability is not reasonably
      assured to them. Whether or not therein expressly so provided, every
      provision of this Trust Agreement relating to the conduct or affecting the
      liability of or affording protection to the Trustees shall be subject to
      the provisions of this Section.

                                       33


            (b)   All payments made by the Property Trustee in respect of the
      Trust Securities shall be made only from the income and proceeds from the
      Trust Property and only to the extent that there shall be sufficient
      income or proceeds from the Trust Property to enable the Property Trustee
      to make payments in accordance with the terms hereof. Each Securityholder,
      by its acceptance of a Trust Security, agrees that it will look solely to
      the income and proceeds from the Trust Property to the extent available
      for distribution to it as herein provided and that the Trustees are not
      personally liable to such Holder for any amount distributable in respect
      of any Trust Security or for any other liability in respect of any Trust
      Security. This Section 8.01(b) does not limit the liability of the
      Trustees expressly set forth elsewhere in this Trust Agreement or, in the
      case of the Property Trustee, in the Trust Indenture Act.

      SECTION 8.02 NOTICE OF DEFAULTS. Within 90 days after the occurrence of
any default known to the Property Trustee, the Property Trustee shall transmit,
in the manner and to the extent provided in Section 10.08, notice of any such
default to the Securityholders, the Administrative Trustees and the Depositor,
unless such default shall have been cured or waived. For the purpose of this
Section, the term "default" means any event which is, or after notice or lapse
of time or both would become, an Event of Default.

      SECTION 8.03 CERTAIN RIGHTS OF PROPERTY TRUSTEE. Subject to the provisions
of Section 8.01 and except as provided by law:

                  (i)   the Property Trustee may rely and shall be protected in
            acting or refraining from acting in good faith upon any resolution,
            Opinion of Counsel, certificate, written representation of a Holder
            or transferee, certificate of auditors or any other certificate,
            statement, instrument, opinion, report, notice, request, consent,
            order, appraisal, bond or other paper or document believed by it to
            be genuine and to have been signed or presented by the proper party
            or parties;

                  (ii)  if (A) in performing its duties under this Trust
            Agreement the Property Trustee is required to decide between
            alternative courses of action, or (B) in construing any of the
            provisions in this Trust Agreement the Property Trustee finds the
            same ambiguous or inconsistent with any other provisions contained
            herein, or (C) the Property Trustee is unsure of the application of
            any provision of this Trust Agreement, then, except as to any matter
            as to which the Trust Preferred Securityholders are entitled to vote
            under the terms of this Trust Agreement, the Property Trustee shall
            deliver a notice to the Depositor requesting written instructions of
            the Depositor as to the course of action to be taken. The Property
            Trustee shall take such action, or refrain from taking such action,
            as the Property Trustee shall be instructed in writing to take, or
            to refrain from taking, by the Depositor; provided, however, that if
            the Property Trustee does not receive such instructions of the
            Depositor within ten Business Days after it has delivered such
            notice, or such reasonably shorter period of time set forth in such
            notice (which to the extent practicable shall not be less than two
            Business Days), it may, but shall be under no duty to, take or
            refrain from taking such action not inconsistent with this Trust
            Agreement as it shall deem advisable and in the best

                                       34


            interests of the Securityholders, in which event the Property
            Trustee shall have no liability except for its own bad faith
            negligence or willful misconduct;

                  (iii) the Property Trustee may consult with counsel of its
            selection and the written advice of such counsel or any Opinion of
            Counsel shall be full and complete authorization and protection in
            respect of any action taken, suffered or omitted by it hereunder in
            good faith and in reliance thereon;

                  (iv)  the Property Trustee shall be under no obligation to
            exercise any of the rights or powers vested in it by this Trust
            Agreement at the request or direction of any of the Securityholders
            pursuant to this Trust Agreement, unless such Securityholders shall
            have offered to the Property Trustee reasonable security or
            indemnity against the costs, expenses and liabilities which might be
            incurred by it in compliance with such request or direction;

                  (v)   the Property Trustee shall not be bound to make any
            investigation into the facts or matters stated in any resolution,
            certificate, statement, instrument, opinion, report, notice,
            request, consent, order, approval, bond or other document, unless
            requested in writing to do so by one or more Securityholders; and

                  (vi)  the Property Trustee may execute any of the trusts or
            powers hereunder or perform any duties hereunder either directly or
            by or through its agents or attorneys, provided that the Property
            Trustee shall be responsible for its own negligence or recklessness
            with respect to selection of any agent or attorney appointed by it
            hereunder.

      SECTION 8.04 NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES. The
recitals contained herein and in the Trust Securities Certificates shall be
taken as the statements of the Depositor, and the Trustees do not assume any
responsibility for their correctness. The Trustees shall not be accountable for
the use or application by the Trust of the proceeds of the Trust Securities in
accordance with Sections 2.04 and 2.05.

      The Property Trustee may conclusively assume that any funds held by it
hereunder are legally available unless an officer of the Property Trustee
assigned to its Corporate Trustee administrative department shall have received
written notice from the Corporation, any Holder or any other Trustee that such
funds are not legally available.

      SECTION 8.05 TRUSTEE MAY HOLD SECURITIES. Except as provided in the
definition of the term "Outstanding" in Article I, any Trustee or any other
agent of the Trustees or the Trust, in its individual or any other capacity, may
become the owner or pledgee of Trust Securities and may otherwise deal with the
Trust with the same rights it would have if it were not a Trustee or such other
agent.

      SECTION 8.06 COMPENSATION; FEES; INDEMNITY.

      The Depositor agrees:

                                       35


            (1)   to pay to the Trustees from time to time reasonable
      compensation for all services rendered by the Trustees hereunder (which
      compensation shall not be limited by any provision of law in regard to the
      compensation of a trustee of an express trust);

            (2)   except as otherwise expressly provided herein, to reimburse
      the Trustees upon request for all reasonable expenses, disbursements and
      advances incurred or made by the Trustees in accordance with any provision
      of this Trust Agreement (including the reasonable compensation and the
      expenses and disbursements of their agents and counsel), except any such
      expense, disbursement or advance as may be attributable to their
      negligence, willful misconduct or bad faith; and

            (3)   to indemnify the Trustees for, and to hold the Trustees
      harmless against, any and all loss, damage, claims, liability or expense
      incurred without negligence, willful misconduct or bad faith on their
      part, arising out of or in connection with the acceptance or
      administration of this Trust Agreement, including the costs and expenses
      of defending themselves against any claim or liability in connection with
      the exercise or performance of any of its powers or duties hereunder.

      The provisions of this Section 8.06 shall survive the termination of this
Trust Agreement or the resignation or removal of any Trustee.

      SECTION 8.07 TRUSTEES REQUIRED; ELIGIBILITY.

            (a)   There shall at all times be a Property Trustee hereunder with
      respect to the Trust Securities. The Property Trustee shall be a
      corporation organized and doing business under the laws of the United
      States of America or any State or Territory thereof or of the District of
      Columbia, or a corporation or Person permitted by the Securities and
      Exchange Commission to act as an institutional trustee under the Trust
      Indenture Act, authorized under such laws to exercise corporate trust
      powers, having a combined capital and surplus of at least $10,000,000, and
      subject to supervision or examination by Federal, State, Territorial or
      District of Columbia authority. If any such Person publishes reports of
      condition at least annually, pursuant to law or to the requirements of its
      supervising or examining authority, then for the purposes of this Section
      the combined capital and surplus of such Person shall be deemed to be its
      combined capital and surplus as set forth in its most recent report of
      condition so published. If at any time the Property Trustee with respect
      to the Trust Securities shall cease to be eligible in accordance with the
      provisions of this Section, it shall resign immediately in the manner and
      with the effect hereinafter specified in this Article.

            (b)   There shall at all times be one or more Administrative
      Trustees hereunder. Each Administrative Trustee shall be either a natural
      person who is at least 21 years of age or a legal entity that shall act
      through one or more persons authorized to bind such entity.

            (c)   There shall at all times be a Delaware Trustee. The Delaware
      Trustee shall either be (i) a natural person who is at least 21 years of
      age and a resident of the

                                       36


      State of Delaware or (ii) a legal entity with its principal place of
      business in the State of Delaware that shall act through one or more
      persons authorized to bind such entity.

      SECTION 8.08 CONFLICTING INTERESTS.

      If the Property Trustee has or shall acquire a conflicting interest within
the meaning of the Trust Indenture Act, the Property Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided by,
and subject to the provisions of, the Trust Indenture Act and this Trust
Agreement. To the extent permitted by the Trust Indenture Act, the Property
Trustee shall not be deemed to have a conflicting interest by virtue of being
trustee under the Trust Guarantee. Subject to the foregoing, the Depositor and
any Trustee may engage in or possess an interest in other business ventures of
any nature or description, independently or with others, similar or dissimilar
to the business of the Trust, and the Trust and the Securityholders shall have
no rights by virtue of this Trust Agreement in and to such independent ventures
or the income or profits derived therefrom, and the pursuit of any such venture,
even if competitive with the business of the Trust, shall not be deemed wrongful
or improper. Neither the Depositor, nor any Trustee, shall be obligated to
present any particular investment or other opportunity to the Trust even if such
opportunity is of a character that, if presented to the Trust, could be taken by
the Trust, (individually or as a partner or fiduciary) or to recommend to others
any such particular investment or other opportunity. Any Trustee may engage or
be interested in any financial or other transaction with the Depositor or any
Affiliate of the Depositor, or may act as depository for, trustee or agent for,
or act on any committee or body of holders of, securities or other obligations
of the Depositor or its Affiliates.

      SECTION 8.09 CO-PROPERTY TRUSTEES AND SEPARATE TRUSTEE.

      At any time or times, for the purpose of meeting the legal requirements of
the Trust Indenture Act or of any jurisdiction in which any part of the Trust
Property may at the time be located, the Holder of the Trust Common Securities
and the Property Trustee shall have power to appoint, and upon the written
request of the Property Trustee, the Depositor shall for such purpose join with
the Property Trustee in the execution, delivery and performance of all
instruments and agreements necessary or proper to appoint, one or more Persons
approved by the Property Trustee either to act as co-property trustee, jointly
with the Property Trustee, of all or any part of such Trust Property, or to act
as separate trustee of any such Trust Property, in either case with such powers
as may be provided in the instrument of appointment, and to vest in such Person
or Persons in the capacity aforesaid, any property, title, right or power deemed
necessary or desirable, subject to the other provisions of this Agreement. If
the Depositor does not join in such appointment within 15 days after the receipt
by it of a request so to do, or in case an Debenture Indenture Event of Default
has occurred and is continuing, the Property Trustee alone shall have power to
make such appointment. Any co-property trustee or separate trustee appointed
pursuant to this Section shall satisfy the requirements of Section 8.07.

      Should any written instrument from the Depositor be required by any
co-property trustee or separate trustee so appointed for more fully confirming
to such co-property trustee or separate trustee such property, title, right, or
power, any and all such instruments shall, on request, be executed,
acknowledged, and delivered by the Depositor.

                                       37


      Every co-property trustee or separate trustee shall, to the extent
permitted by law, but to such extent only, be appointed subject to the following
terms, namely:

            (i)   The Trust Securities shall be executed, authenticated and
      delivered and all rights, powers, duties, and obligations hereunder in
      respect of the custody of securities, cash and other personal property
      held by, or required to be deposited or pledged with, the Trustees
      hereunder, shall be exercised, solely by the Trustees.

            (ii)  The rights, powers, duties, and obligations hereby conferred
      or imposed upon the Property Trustee in respect of any property covered by
      such appointment shall be conferred or imposed upon and exercised or
      performed by the Property Trustee or by the Property Trustee and such
      co-property trustee or separate trustee jointly, as shall be provided in
      the instrument appointing such co-property trustee or separate trustee,
      except to the extent that under any law of any jurisdiction in which any
      particular act is to be performed, the Property Trustee shall be
      incompetent or unqualified to perform such act, in which event such
      rights, powers, duties, and obligations shall be exercised and performed
      by such co-property trustee or separate trustee.

            (iii) The Property Trustee at any time, by an instrument in writing
      executed by it, with the written concurrence of the Depositor, may accept
      the resignation of or remove any co-property trustee or separate trustee
      appointed under this Section, and, in case an Debenture Indenture Event of
      Default has occurred and is continuing, the Property Trustee shall have
      power to accept the resignation of, or remove, any such co-property
      trustee or separate trustee without the concurrence of the Depositor. Upon
      the written request of the Property Trustee, the Depositor shall join with
      the Property Trustee in the execution, delivery, and performance of all
      instruments and agreements necessary or proper to effectuate such
      resignation or removal. A successor to any co-property trustee or separate
      trustee so resigned or removed may be appointed in the manner provided in
      this Section.

            (iv)  No co-property trustee or separate trustee hereunder shall be
      personally liable by reason of any act or omission of the Property
      Trustee, or any other such trustee hereunder.

            (v)   The Trustees shall not be liable by reason of any act of a
      co-property trustee or separate trustee.

            (vi)  Any Act of Holders delivered to the Property Trustee shall be
      deemed to have been delivered to each such co-property trustee and
      separate trustee.

      SECTION 8.10 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

      No resignation or removal of any Trustee (the "Relevant Trustee") and no
appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 8.11.

                                       38


      Subject to the immediately preceding paragraph, the Relevant Trustee may
resign at any time by giving written notice thereof to the Holders. If the
instrument of acceptance by the successor Trustee required by Section 8.11 shall
not have been delivered to the Relevant Trustee within 30 days after the giving
of such notice of resignation, the resigning Relevant Trustee may petition, at
the expense of the Trust, any court of competent jurisdiction for the
appointment of a successor Relevant Trustee.

      Unless an Debenture Indenture Event of Default shall have occurred and be
continuing, any Trustee may be removed at any time by Act of the Holder of the
Trust Common Securities. If a Debenture Indenture Event of Default shall have
occurred and be continuing, the Property Trustee or the Delaware Trustee, or
both of them, may be removed at such time by Act of the Holders of a majority in
Liquidation Amount of the Trust Preferred Securities, delivered to the Relevant
Trustee (in its individual capacity and on behalf of the Trust). An
Administrative Trustee may be removed by the Holder of the Trust Common
Securities at any time. In no event will the Holders of the Trust Preferred
Securities have a right to vote to appoint, remove or replace the Administrative
Trustees.

      If any Trustee shall resign, be removed or become incapable of continuing
to act as Trustee, or if a vacancy shall occur in the office of any Trustee for
any reason, at a time when no Debenture Indenture Event of Default shall have
occurred and be continuing, the Holder of the Trust Common Securities, by its
Act of the Holders of the Trust Common Securities, shall promptly appoint a
successor Trustee or successor Trustees, and each retiring Trustee shall comply
with the applicable requirements of Section 8.11. If the Property Trustee or the
Delaware Trustee shall resign, be removed or become incapable of continuing to
act as the Property Trustee or the Delaware Trustee, as the case may be, or a
vacancy shall occur in the office of any such Trustee for any reason, at a time
when an Debenture Indenture Event of Default shall have occurred and be
continuing, the Holders of Trust Preferred Securities, by Act of the Holders of
a majority in Liquidation Amount of the Trust Preferred Securities then
Outstanding, shall promptly appoint a successor Relevant Trustee or Relevant
Trustees and such successor Relevant Trustee or Relevant Trustees shall comply
with the applicable requirements of Section 8.11. If an Administrative Trustee
shall resign, be removed or become incapable of acting as Administrative
Trustee, or a vacancy shall occur in the office of any such Trustee for any
reason, at a time when a Debenture Indenture Event of Default shall have
occurred and be continuing, the Holder of the Trust Common Securities, by Act of
the Holder of the Trust Common Securities, shall promptly appoint a successor
Administrative Trustee or Administrative Trustees and such successor
Administrative Trustee or Administrative Trustees shall comply with the
applicable requirements of Section 8.11. If no successor Relevant Trustee shall
have been so appointed in accordance with this Section 8.10 and accepted
appointment in the manner required by Section 8.11, any Holder who has been a
Holder of Trust Securities for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Relevant Trustee.

      The Property Trustee shall give notice of each resignation and each
removal of a Trustee and each appointment of a successor Trustee to all Holders
in the manner provided in Section 10.08 and shall give notice to the Depositor.
Each notice shall include the name of the successor Relevant Trustee and the
address of its Corporate Trust Office if it is the Property Trustee.

                                       39


      Notwithstanding the foregoing or any other provision of this Trust
Agreement, in the event any Administrative Trustee or a Delaware Trustee who is
a natural person dies or becomes, in the opinion of the Depositor, incompetent
or incapacitated, the vacancy created by such death, incompetence or incapacity
may be filled by (i) the act of the remaining Administrative Trustee or (ii)
otherwise by the Depositor (with the successor in each case being a Person who
satisfies the eligibility requirements for an Administrative Trustee or a
Delaware Trustee, as the case may be, set forth in Section 8.07).

      SECTION 8.11 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR. In case of the
appointment hereunder of a successor Relevant Trustee, every such successor
Relevant Trustee so appointed shall execute, acknowledge and deliver to the
Trust and to the retiring Relevant Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Relevant
Trustee shall become effective and such successor Relevant Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Relevant Trustee; but, on the request
of the Depositor or the successor Relevant Trustee, such retiring Relevant
Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Relevant Trustee all the rights, powers and
trusts of the retiring Relevant Trustee and shall duly assign, transfer and
deliver to such successor Relevant Trustee all property and money held by such
retiring Relevant Trustee hereunder.

      Upon request of any such successor Relevant Trustee, the Trust shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Relevant Trustee all such rights, powers and trusts
referred to in the preceding paragraph.

      No successor Relevant Trustee shall accept its appointment unless at the
time of such acceptance such successor Relevant Trustee shall be qualified and
eligible under this Article.

      SECTION 8.12 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

      Any Person into which the Property Trustee, Delaware Trustee or any
Administrative Trustee which is not a natural person may be merged or converted
or with which it may be consolidated, or any Person resulting from any merger,
conversion or consolidation to which such Relevant Trustee shall be a party, or
any Person succeeding to all or substantially all the corporate trust business
of such Relevant Trustee, shall be the successor of such Relevant Trustee
hereunder, provided such Person shall be otherwise qualified and eligible,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto.

      SECTION 8.13 PREFERENTIAL COLLECTION OF CLAIMS AGAINST DEPOSITOR OR TRUST.

      If and when the Property Trustee shall be or become a creditor of the
Depositor or the Trust (or any other obligor upon the Subordinated Debentures or
the Trust Securities), the Property Trustee shall be subject to the provisions
of the Trust Indenture Act regarding the collection of claims against the
Depositor or Trust (or any such other obligor). For purposes of Section
311(b)(4) and (6) of the Trust Indenture Act:

            (a)   "cash transaction" means any transaction in which full payment
      for goods or securities sold is made within seven days after delivery of
      the goods or securities in

                                       40


      currency or in checks or other orders drawn upon banks or bankers and
      payable upon demand; and

            (b)   "self-liquidating paper" means any draft, bill of exchange,
      acceptance or obligation which is made, drawn, negotiated or incurred by
      the Depositor or the Trust (or any such obligor) for the purpose of
      financing the purchase, processing, manufacturing, shipment, storage or
      sale of goods, wares or merchandise and which is secured by documents
      evidencing title to, possession of, or a lien upon, the goods, wares or
      merchandise or the receivables or proceeds arising from the sale of the
      goods, wares or merchandise previously constituting the security, provided
      the security is received by the Property Trustee simultaneously with the
      creation of the creditor relationship with the Depositor or the Trust (or
      any such obligor) arising from the making, drawing, negotiating or
      incurring of the draft, bill of exchange, acceptance or obligation.

      SECTION 8.14 REPORTS BY PROPERTY TRUSTEE.

            (a)   Within 60 days after May 15 of each year commencing with
      _________, if required by Section 313(a) of the Trust Indenture Act, the
      Property Trustee shall transmit a brief report dated as of such May 15
      with respect to any of the events specified in such Section 313(a) that
      may have occurred since the later of the date of this Trust Agreement or
      the preceding May 15.

            (b)   The Property Trustee shall transmit to Securityholders the
      reports required by Section 313(b) of the Trust Indenture Act at the times
      specified therein.

            (c)   Reports pursuant to this Section shall be transmitted in the
      manner and to the Persons required by Sections 313(c) and (d) of the Trust
      Indenture Act.

      SECTION 8.15 REPORTS TO THE PROPERTY TRUSTEE. The Depositor and the
Administrative Trustees on behalf of the Trust shall provide to the Property
Trustee, any securities exchange upon which the Trust Securities may be listed
and the Commission such documents, reports and information as required by
Section 314 of the Trust Indenture Act (if any) and, within 120 days after the
end of each fiscal year of the Depositor, the compliance certificate required by
Section 314(a)(4) of the Trust Indenture Act in the form and in the manner
required by Section 314 of the Trust Indenture Act.

      SECTION 8.16 EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT. Each of the
Depositor and the Administrative Trustees on behalf of the Trust shall provide
to the Property Trustee such evidence of compliance with any conditions
precedent, if any, provided for in this Trust Agreement that relate to any of
the matters set forth in Section 314(c) of the Trust Indenture Act. Any
certificate or opinion required to be given pursuant to Section 314(c)(1) of the
Trust Indenture Act shall comply with Section 314(e) of the Trust Indenture Act.

      SECTION 8.17 NUMBER OF TRUSTEES.

            (a)   The number of Trustees shall initially be four, provided that
      the Depositor by written instrument may increase the number of
      Administrative Trustees or decrease the number to one but not to zero.

                                       41


            (b)   If a Trustee ceases to hold office for any reason and the
      number of Administrative Trustees is not reduced pursuant to Section
      8.17(a), or if the number of Trustees is increased pursuant to Section
      8.17(a), a vacancy shall occur. The vacancy shall be filled with a Trustee
      appointed in accordance with Section 8.10.

            (c)   The death, resignation, retirement, removal, bankruptcy,
      incompetence or incapacity to perform the duties of a Trustee shall not
      operate to annul the Trust. Whenever a vacancy in the number of
      Administrative Trustees shall occur, until such vacancy is filled by the
      appointment of an Administrative Trustee in accordance with Section 8.10,
      the Administrative Trustees in office, regardless of their number (and
      notwithstanding any other provision of this Trust Agreement), shall have
      all powers granted to the Administrative Trustees and shall discharge the
      duties imposed upon the Administrative Trustees by this Trust Agreement.

      SECTION 8.18 DELEGATION OF POWER.

            (a)   Any Administrative Trustee, may, by power of attorney
      consistent with applicable law, delegate to any other natural person over
      the age of 21 his or her power for the purpose of executing any documents
      contemplated in Section 2.07(A), including any registration statement or
      amendment thereto filed with the Commission, or making any other
      governmental filing; and

            (b)   The Administrative Trustees shall have power to delegate from
      time to time to such of their number the doing of such things and the
      execution of such instruments either in the name of the Trust or the names
      of the Administrative Trustees or otherwise as the Administrative Trustees
      may deem expedient, to the extent such delegation is not prohibited by
      applicable law or contrary to the provisions of the Trust, as set forth
      herein.

      SECTION 8.19 ENFORCEMENT OF RIGHTS OF PROPERTY TRUSTEE BY SECURITYHOLDERS.

      If a Debenture Indenture Event of Default occurs and is continuing, then
(i) the Holders of Trust Preferred Securities will rely on the enforcement by
the Property Trustee of its rights against the Corporation as the holder of the
Subordinated Debentures and (ii) the Holders of a majority in aggregate
Liquidation Amount of the Trust Preferred Securities will have the right to
direct the time, method, and place of conducting any proceeding for any remedy
available to the Property Trustee or to direct the exercise of any trust or
power conferred upon the Property Trustee under this Trust Agreement, including
the right to direct the Property Trustee to exercise the remedies available to
it as a holder of the Subordinated Debentures, provided that such direction
shall not be in conflict with any rule of law or with this Trust Agreement, and
could not involve the Property Trustee in personal liability in circumstances
where reasonable indemnity would not be adequate. If the Property Trustee fails
to enforce its rights under the Subordinated Debentures, a Holder of Trust
Preferred Securities may, to the extent permitted by applicable law, institute a
legal proceeding against the Corporation to enforce its rights under this Trust
Agreement without first instituting any legal proceeding against the Property
Trustee or any other Person, including the Trust; it being understood and
intended that no one or more of such Holders shall have any right in any manner
whatsoever by virtue of, or by availing of, any

                                       42


provision of this Trust Agreement to affect, disturb or prejudice the rights of
any other of such Holders or to obtain or to seek to obtain priority or
preference over any other of such Holders or to enforce any right under this
Trust Agreement, except in the manner herein provided and for the equal and
ratable benefit of all such Holders. Notwithstanding the foregoing, a Holder of
Trust Preferred Securities may institute a legal proceeding directly against the
Corporation without first instituting a legal proceeding against or requesting
or directing that action be taken by the Property Trustee or any other Person,
for enforcement of payment to such Holder of principal of or interest on the
Subordinated Debentures having a principal amount equal to the aggregate stated
Liquidation Amount of the Trust Preferred Securities of such Holder on or after
the due dates therefor specified or provided for in the Subordinated Debentures.
The Corporation shall be subrogated to all rights of the Holders of Trust
Preferred Securities in respect of any amounts paid to such Holders by the
Corporation pursuant to this Section.

                                   ARTICLE IX

                           TERMINATION AND LIQUIDATION

      SECTION 9.01 TERMINATION UPON EXPIRATION DATE. The Trust shall
automatically terminate on ________________ (the "Expiration Date") or earlier
pursuant to Section 9.02 or 9.03.

      SECTION 9.02 EARLY TERMINATION. Upon the first to occur of any of the
following events (such first occurrence, an "Early Termination Event"), the
Trust shall be dissolved and terminated in accordance with the terms hereof:

                  (i)   the occurrence of a Bankruptcy Event in respect of the
            Depositor, dissolution or liquidation of the Depositor (other than
            in connection with a transaction permitted by Section 801 of the
            Subordinated Debenture Indenture), or the dissolution of the Trust
            pursuant to judicial decree;

                  (ii)  the delivery of written direction to the Property
            Trustee by the Depositor at any time (which direction is optional
            and wholly within the discretion of the Depositor) to terminate the
            Trust and distribute the Subordinated Debentures to Securityholders
            as provided in Section 9.04; and

                  (iii) the payment at maturity or redemption of all of the
            Subordinated Debentures, and the consequent payment of the Trust
            Securities.

      SECTION 9.03 TERMINATION. The respective obligations and responsibilities
of the Trust and the Trustees created hereby shall terminate upon the latest to
occur of the following: (a) the distribution by the Property Trustee to
Securityholders upon the liquidation of the Trust pursuant to Section 9.04, or
upon the redemption of all of the Trust Securities pursuant to Section 4.02, of
all amounts or instruments required to be distributed hereunder upon the final
payment of the Trust Securities; (b) the payment of any expenses owed by the
Trust; or (c) the discharge of all administrative duties of the Administrative
Trustees, including the performance of any tax reporting obligations with
respect to the Trust or the Securityholders.

      SECTION 9.04 LIQUIDATION.

                                       43


            (a)   If any Early Termination Event specified in clause (ii) of
      Section 9.02 occurs, the Trust shall be liquidated and the Property
      Trustee shall distribute the Subordinated Debentures to the
      Securityholders as provided in this Section 9.04.

            (b)   In connection with a distribution of the Subordinated
      Debentures, each Holder of Trust Securities shall be entitled to receive
      after the satisfaction of liabilities to creditors of the Trust (as
      evidenced by a certificate of the Administrative Trustees), a Like Amount
      of Subordinated Debentures. Notice of liquidation shall be given by the
      Trustees by first-class mail, postage prepaid, mailed not later than 30
      nor more than 60 days prior to the Liquidation Date to each Holder of
      Trust Securities at such Holder's address appearing in the Security
      Register. All notices of liquidation shall:

                  (i)   state the Liquidation Date;

                  (ii)  state that from and after the Liquidation Date, the
            Trust Securities will no longer be deemed to be Outstanding and any
            Trust Securities Certificates not surrendered for exchange will be
            deemed to represent a Like Amount of Subordinated Debentures; and

                  (iii) provide such information with respect to the mechanics
            by which Holders may exchange Trust Securities Certificates for
            Subordinated Debentures as the Administrative Trustees or the
            Property Trustee shall deem appropriate.

            (c)   In order to effect the liquidation of the Trust and
      distribution of the Subordinated Debentures to Securityholders, the
      Property Trustee shall establish a record date for such distribution
      (which shall be not more than 45 days prior to the Liquidation Date) and,
      either itself acting as exchange agent or through the appointment of a
      separate exchange agent, shall establish such procedures as it shall deem
      appropriate to effect the distribution of Subordinated Debentures in
      exchange for the Outstanding Trust Securities Certificates.

            (d)   After the Liquidation Date, (i) the Trust Securities will no
      longer be deemed to be Outstanding, (ii) certificates representing a Like
      Amount of Subordinated Debentures will be issued to Holders of Trust
      Securities Certificates, upon surrender of such certificates to the
      Administrative Trustees or their agent for exchange, (iii) any Trust
      Securities Certificates not so surrendered for exchange will be deemed to
      represent a Like Amount of Subordinated Debentures, accruing interest at
      the rate provided for in the Subordinated Debentures from the last
      Distribution Date on which a Distribution was made on such Trust
      Certificates until such certificates are so surrendered (and until such
      certificates are so surrendered, no payments of interest or principal will
      be made to Holders of Trust Securities Certificates with respect to such
      Subordinated Debentures) and (iv) all rights of Securityholders holding
      Trust Securities will cease, except the right of such Securityholders to
      receive Subordinated Debentures upon surrender of Trust Securities
      Certificates.

            (e)   The Depositor will use its best efforts to have the
      Subordinated Debentures that are distributed in exchange for the Trust
      Preferred Securities listed on

                                       44


      such securities exchange as the Trust Preferred Securities are then
      listed. The Depositor may elect to have the Subordinated Debentures issued
      in book-entry form to the Clearing Agency or its nominee.

      SECTION 9.05 BANKRUPTCY. If an Early Termination Event specified in clause
(i) of Section 9.02 has occurred, the Trust shall be liquidated. The Property
Trustee shall distribute the Subordinated Debentures to the Securityholders as
provided in Section 9.04, unless such distribution is determined by the
Administrative Trustees not to be practical, in which event the Holders will be
entitled to receive out of the assets of the Trust available for distribution to
Securityholders, after satisfaction of liabilities to creditors, an amount equal
to the Liquidation Amount per Trust Security plus accrued and unpaid
Distributions thereon to the date of payment (such amount being the "Liquidation
Distribution"). If such Liquidation Distribution can be paid only in part
because the Trust has insufficient assets available to pay in full the aggregate
Liquidation Distribution, then, subject to the next succeeding sentence, the
amounts payable by the Trust on the Trust Securities shall be paid on a pro rata
basis (based upon Liquidation Amounts). The Holder of the Trust Common
Securities will be entitled to receive Liquidation Distributions upon any such
dissolution, winding-up or termination pro rata (determined as aforesaid) with
Holders of Trust Preferred Securities, except that, if an Debenture Indenture
Event of Default has occurred and is continuing, the Trust Preferred Securities
shall have a priority over the Trust Common Securities pursuant to Section 4.03.

                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

      SECTION 10.01 RESERVED. Subject to the terms and conditions hereof, the
Depositor irrevocably and unconditionally guarantees to each person or entity to
whom the Trust is now or hereafter becomes indebted or liable (the
"Beneficiaries") the full payment, when and as due, of any and all Obligations
(as hereinafter defined) to such Beneficiaries. As used herein, "Obligations"
means any indebtedness, expenses or liabilities of the Trust, other than
obligations of the Trust to pay to Holders of any Trust Securities or other
similar interests in the Trust the amounts due such Holders pursuant to the
terms of the Trust Preferred Securities or such other similar interests, as the
case may be. Such guarantee is intended to be for the benefit of, and to be
enforceable by, all such Beneficiaries, whether or not such Beneficiaries have
received notice hereof.

      SECTION 10.02 LIMITATION OF RIGHTS OF SECURITYHOLDERS. The bankruptcy,
death or dissolution or incapacity of any Person having an interest, beneficial
or otherwise, in a Trust Security shall not operate to terminate this Trust
Agreement, nor entitle the legal representatives or heirs of such Person or any
Securityholder for such Person, to claim an accounting, take any action or bring
any proceeding in and for a partition or winding up of the arrangements
contemplated hereby, nor otherwise affect the rights, obligations and
liabilities of the parties hereto or any of them.

      SECTION 10.03 AMENDMENT.

                                       45


            (a)   This Trust Agreement may be amended from time to time by the
      Administrative Trustees and the Depositor, without the consent of any
      Securityholders and, except as provided in subsection (e) below, without
      the consent of the Property Trustee or the Delaware Trustee, (i) to cure
      any ambiguity, correct or supplement any provision herein which may be
      inconsistent with any other provision herein, or to make any other
      provisions with respect to matters or questions arising under this Trust
      Agreement, which shall not be inconsistent with the other provisions of
      this Trust Agreement, provided, however, that any such amendment shall not
      adversely affect in any material respect the interests of any
      Securityholder, (ii) to modify, eliminate or add to any provisions of this
      Trust Agreement to such extent as shall be necessary to ensure that the
      Trust will not be classified as other than a grantor trust for United
      States federal income tax purposes at any time that any Trust Securities
      are outstanding; provided, however, that, in the case of clause (i), any
      amendments of this Trust Agreement shall become effective when notice
      thereof is given to the Securityholders or (iii) to provide the Property
      Trustee with the authority to execute on behalf of the Administrative
      Trustees Definitive Trust Preferred Securities Certificates.

            (b)   Except as provided in Section 10.03(c) hereof, any provision
      in this Trust Agreement may be amended by the Trust or the Trustees with
      (i) the consent of Securityholders representing not less than a majority
      (based upon Liquidation Amounts) of the Trust Securities then Outstanding
      and (ii) receipt by the Trustees of an Opinion of Counsel to the effect
      that such amendment or the exercise of any power granted to the Trustees
      in accordance with such amendment will not affect the Trust's status as a
      grantor trust for United States federal income tax purposes or the Trust's
      exemption from status of an "investment company" under the Investment
      Company Act.

            (c)   In addition to and notwithstanding any other provision in this
      Trust Agreement, without the consent of each affected Securityholder (such
      consent being obtained in accordance with Section 6.03 or 6.06 hereof),
      this Trust Agreement may not be amended to (i) change the amount or timing
      of any Distribution (or payment upon redemption) on the Trust Securities
      or otherwise adversely affect the amount of any Distribution (or payment
      upon redemption) required to be made in respect of the Trust Securities as
      of a specified date, (ii) restrict the right of a Securityholder to
      institute suit for the enforcement of any such payment on or after such
      date, (iii) change the purpose of the Trust, (iv) authorize the issuance
      of any additional beneficial interests in the Trust, or (v) change the
      consent required pursuant to this Section 10.03.

            (d)   Notwithstanding any other provisions of this Trust Agreement,
      the Trustees shall not enter into or consent to any amendment to this
      Trust Agreement which would cause the Trust to be treated other than as a
      grantor trust for United States federal income tax purposes or to fail or
      cease to qualify for the exemption from status of an "investment company"
      under the Investment Company Act of 1940, as amended, afforded by Rule
      3a-5 thereunder.

            (e)   Without the consent of the Depositor, this Trust Agreement may
      not be amended in a manner which imposes any additional obligation on the
      Depositor. Without the consent of the Property Trustee or the Delaware
      Trustee, as the case may be, this

                                       46


      Trust Agreement may not be amended in a manner which affects the powers,
      duties or rights of the Property Trustee or the Delaware Trustee,
      respectively. In executing any amendment permitted by this Trust
      Agreement, the Trustees shall be entitled to receive, and (subject to
      Section 8.01) shall be fully protected in relying upon an Opinion of
      Counsel stating that the execution of such amendment is authorized or
      permitted by this Trust Agreement. Any Trustee may, but shall not be
      obligated to, enter into any such amendment which affects such Trustee's
      own rights, duties, immunities or liabilities under this Trust Agreement
      or otherwise.

            (f)   In the event that any amendment to this Trust Agreement is
      made, the Administrative Trustees shall promptly provide to the Depositor
      a copy of such amendment.

      SECTION 10.04 SEPARABILITY. In case any provision in this Trust Agreement
or in the Trust Securities Certificates shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

      SECTION 10.05 GOVERNING LAW. THIS TRUST AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF EACH OF THE SECURITYHOLDERS, THE TRUST AND THE TRUSTEES WITH
RESPECT TO THIS TRUST AGREEMENT AND THE TRUST SECURITIES SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF DELAWARE.

      SECTION 10.06 NOTICE OF DEFERRAL OF DISTRIBUTION. In the event that the
Depositor exercises its right to extend an interest payment period in respect of
the Subordinated Debentures pursuant to Section __ of the Supplemental Indenture
and notice of such extension has been provided by the Depositor to the Property
Trustee, the Property Trustee shall give written notice of such extension and of
the deferral of the related Distribution on the Trust Securities, by first-class
mail, postage prepaid, mailed not later than ten days prior to the Distribution
Date upon which such Distribution would otherwise be payable, to each Holder of
Trust Preferred Securities at such Holder's address appearing in the Security
Register.

      SECTION 10.07 HEADINGS. The Article and Section headings are for
convenience only and shall not affect the construction of this Trust Agreement.

      SECTION 10.08 NOTICE AND DEMAND. Any notice, demand or other communication
which by any provision of this Trust Agreement is required or permitted to be
given or served to or upon any Securityholder or the Depositor may be given or
served in writing by deposit thereof, first class postage prepaid, in the United
States mail, hand delivery or facsimile transmission, in each case, addressed,
(i) in the case of a Trust Preferred Securityholder, to such Trust Preferred
Securityholder as such Securityholder's name and address appear on the Security
Register and (ii) in the case of the Trust Common Securityholder or the
Depositor, to D.R. Horton, Inc., 1901 Ascension Blvd., Suite 100, Arlington,
Texas 76006, Attention: Chief Financial Officer, Facsimile No. (817) 856-8252.
Such notice, demand or other communication to or upon a Securityholder shall be
deemed to have been sufficiently given or made, for all purposes, upon hand
delivery, mailing or transmission.

                                       47

      Any notice, demand or other communication which by any provision of this
Trust Agreement is required or permitted to be given or served to or upon the
Trust or the Trustees shall be given in writing addressed (until another address
is published by the Trust) as follows: (i) with respect to the Property Trustee,
________________________, Attention: ___________, Facsimile No. ____________;
(ii) with respect to the Delaware Trustee, ____________________________,
Attention: ___________, Facsimile No. ____________; and (ii) with respect to the
Administrative Trustees, to them at the address above for notices to the
Depositor, marked Attention: Administrative Trustees of DRH Capital Trust III,
c/o D.R. Horton, Inc., 1901 Ascension Blvd., Suite 100, Arlington, Texas 76006,
Attention: Chief Financial Officer, Facsimile No. (817) 856-8252. Such notice,
demand or other communication to or upon the Trust or the Trustees shall be
deemed to have been sufficiently given or made only upon actual receipt of the
writing by the applicable Trustee.

      SECTION 10.09 AGREEMENT NOT TO PETITION. Each of the Trustees and the
Depositor agrees for the benefit of the Securityholders that, until at least one
year and one day after the Trust has been terminated in accordance with Article
IX, it shall not file, or join in the filing of, a petition against the Trust
under any bankruptcy, reorganization, arrangement, insolvency, liquidation or
other similar law (including, without limitation, the United States Bankruptcy
Code) (collectively, "Bankruptcy Laws") or otherwise join in the commencement of
any proceeding against the Trust under any Bankruptcy Law. In the event the
Depositor takes action in violation of this Section 10.09, the Property Trustee
agrees, for the benefit of Securityholders, that it shall file an answer with
the bankruptcy court or otherwise properly contest the filing of such petition
by the Depositor against the Trust or the commencement of such action and raise
the defense that the Depositor has agreed in writing not to take such action and
should be stopped and precluded therefrom and such other defenses, if any, as
counsel for the Trustees or the Trust may assert. The provisions of this Section
10.09 shall survive the termination of this Trust Agreement.

      SECTION 10.10 CONFLICT WITH TRUST INDENTURE ACT.

            (a)   This Trust Agreement is subject to the provisions of the Trust
      Indenture Act that are required to be part of this Trust Agreement and
      shall, to the extent applicable, be governed by such provisions.

            (b)   The Property Trustee shall be the only Trustee which is a
      Trustee for the purposes of the Trust Indenture Act.

            (c)   If any provision hereof limits, qualifies or conflicts with
      another provision hereof which is required to be included in this Trust
      Agreement by any of the provisions of the Trust Indenture Act, such
      required provision shall control.

            (d)   The application of the Trust Indenture Act to this Trust
      Agreement shall not affect the nature of the Trust Securities as equity
      securities representing undivided beneficial interests in the assets of
      the Trust. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST
      THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER,
      WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL

                                       48


      CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL
      OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE
      TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE
      SUBORDINATION PROVISIONS AND OTHER TERMS OF THE TRUST GUARANTEE AND THE
      SUBORDINATED DEBENTURE INDENTURE AND THIS TRUST AGREEMENT, AND PROVIDE
      NOTICE TO SUCH SECURITYHOLDER AND SUCH OTHERS THAT THOSE TERMS AND
      PROVISIONS SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST
      AND SUCH SECURITYHOLDER AND SUCH OTHERS.

      SECTION 10.11 SUCCESSORS. This Trust Agreement shall be binding upon and
shall inure to the benefit of any successor to both the Trust and the Trustees,
including any successor by operation of law.

                                       49


      IN WITNESS WHEREOF, the parties hereto have executed this Trust Agreement
or have caused this Trust Agreement to be executed on their behalf, all as of
the day and year first above written.

                                D.R. HORTON, INC.

                                By:_____________________________________________
                                Name:___________________________________________
                                Title:__________________________________________

                                ________________________________________________

                                as Property Trustee

                                By:_____________________________________________
                                Name:___________________________________________
                                Title:__________________________________________

                                ________________________________________________
                                 as Delaware Trustee

                                By:_____________________________________________
                                Name:___________________________________________
                                Title:__________________________________________

                                ________________________________________________
                                ____________, as Administrative Trustee

                                ________________________________________________
                                ____________, as Administrative Trustee

                                       50


                                    EXHIBIT A

                    AGREEMENT AS TO EXPENSES AND LIABILITIES

      THIS AGREEMENT AS TO EXPENSES AND LIABILITIES (this "Agreement") is made
as of ___________, between D.R. Horton, Inc., a Delaware corporation (the
"Corporation"), and DRH Capital Trust III, a Delaware Statutory Trust (the
"Trust").

      WHEREAS, the Trust intends to issue its Trust Common Securities (the
"Trust Common Securities") to the Corporation and to issue and sell DRH Capital
Trust III ____ % Trust Preferred Securities (the "Trust Preferred Securities")
with such powers, preferences and special rights and restrictions as are set
forth in the Amended and Restated Trust Agreement of the Trust dated as of
_______, ____ as the same may be amended from time to time (the "Trust
Agreement") and acquire Series ____% Subordinated Debentures due _________ (the
"Subordinated Debentures") from the Corporation; and

      WHEREAS, the Corporation is the issuer of the Subordinated Debentures.

      NOW, THEREFORE, in consideration of the purchase by each holder of the
Trust Securities, which purchase the Corporation hereby agrees shall benefit the
Corporation and which purchase the Corporation acknowledges will be made in
reliance upon the execution and delivery of this Agreement, the Corporation and
the Trust hereby agree as follows:

                                    ARTICLE I

      SECTION 1.01. GUARANTEE BY THE CORPORATION. Subject to the terms and
conditions hereof, the Corporation hereby irrevocably and unconditionally
guarantees to each person or entity to whom the Trust is now or hereafter
becomes indebted or liable (the "Beneficiaries") the full payment, when and as
due, of any and all Obligations (as hereinafter defined) to such Beneficiaries.
As used herein, "Obligations" means any indebtedness, expenses or liabilities of
the Trust, other than obligations of the Trust to pay to holders of any Trust
Securities or other similar interests in the Trust the amounts due such holders
pursuant to the terms of the Trust Preferred Securities or such other similar
interests, as the case may be. This Agreement is intended to be for the benefit
of, and to be enforceable by, all such Beneficiaries, whether or not such
Beneficiaries have received notice hereof.

      SECTION 1.02. TERM OF AGREEMENT. This Agreement shall terminate and be of
no further force and effect upon the date on which there are no Beneficiaries
remaining; provided, however, that this Agreement shall continue to be effective
or shall be reinstated, as the case may be, if at any time any holder of Trust
Preferred Securities or any Beneficiary must restore payment of any sums paid
under the Trust Preferred Securities, under any Obligation, under the Trust
Guarantee Agreement dated the date hereof by the Corporation and ______________,
as guarantee trustee, or under this Agreement for any reason whatsoever. This
Agreement is continuing, irrevocable, unconditional and absolute.



      SECTION 1.03. WAIVER OF NOTICE. The Corporation hereby waives notice of
acceptance of this Agreement and of any Obligation to which it applies or may
apply, and the Corporation hereby waives presentment, demand for payment,
protest, notice of nonpayment, notice of dishonor, notice of redemption and all
other notices and demands.

      SECTION 1.04. NO IMPAIRMENT. The obligations, covenants, agreements and
duties of the Corporation under this Agreement shall in no way be affected or
impaired by reason of the happening from time to time of any of the following:

            (a)   the extension of time for the payment by the Trust of all or
      any portion of the Obligations or for the performance of any other
      obligation under, arising out of, or in connection with, the Obligations;

            (b)   any failure, omission, delay or lack of diligence on the part
      of the Beneficiaries to enforce, assert or exercise any right, privilege,
      power or remedy conferred on the Beneficiaries with respect to the
      Obligations or any action on the part of the Trust granting indulgence or
      extension of any kind; or

            (c)   the voluntary or involuntary liquidation, dissolution, sale of
      any collateral, receivership, insolvency, bankruptcy, assignment for the
      benefit of creditors, reorganization, arrangement, composition or
      readjustment of debt of, or other similar proceedings affecting, the Trust
      or any of the assets of the Trust.

      There shall be no obligation of the Beneficiaries to give notice to, or
obtain the consent of, the Corporation with respect to the happening of any of
the foregoing.

      SECTION 1.05. ENFORCEMENT. A Beneficiary may enforce this Agreement
directly against the Corporation and the Corporation waives any right or remedy
to require that any action be brought against the Trust or any other person or
entity before proceeding against the Corporation.

                                   ARTICLE II

      SECTION 2.01. BINDING EFFECT. All guarantees and agreements contained in
this Agreement shall bind the successors, assigns, receivers, trustees and
representatives of the Corporation and shall inure to the benefit of the
Beneficiaries.

      SECTION 2.02. AMENDMENT. So long as there remains any Beneficiary or any
Trust Preferred Securities are outstanding, this Agreement shall not be modified
or amended in any manner adverse to such Beneficiary or to the holders of the
Trust Preferred Securities without their consent.

      SECTION 2.03. NOTICES. Any notice, request or other communication required
or permitted to be given hereunder shall be given in writing by delivering the
same against receipt therefor by facsimile transmission (confirmed by mail), or
by registered or certified mail, addressed as follows (and if so given, shall be
deemed given when mailed), to-wit:

                                        2


                  DRH Capital Trust III
                  c/o D.R. Horton, Inc.
                  1901 Ascension Blvd., Suite 100
                  Arlington, Texas 76006
                  Attention: Chief Financial Officer
                  Facsimile No. (817) 856-8252

                  D.R. Horton, Inc.
                  1901 Ascension Blvd., Suite 100
                  Arlington, Texas 76006
                  Attention: Chief Financial Officer
                  Facsimile No. (817) 856-8252

      SECTION 2.04. CHOICE OF LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

                                        3


      THIS AGREEMENT is executed as of the date and year first above written.

                                   D.R. HORTON, INC.

                                   By:__________________________________________
                                   Name:________________________________________
                                   Title:_______________________________________

                                   DRH CAPITAL TRUST III

                                   By:__________________________________________
                                      ____________, as Administrative Trustee

                                   By:__________________________________________
                                      ____________, as Administrative Trustee

                                        4


                                    EXHIBIT B

         THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT AS PROVIDED IN THE
                       TRUST AGREEMENT REFERRED TO HEREIN

      Certificate Number                       Number of Trust Common Securities
            C-1

                 Certificate Evidencing Trust Common Securities
                                       of
                              DRH Capital Trust III

                             Trust Common Securities
               (Liquidation Amount $__ per Trust Common Security)

      DRH Capital Trust III, a statutory business trust formed under the laws of
the State of Delaware (the "Trust"), hereby certifies that D.R. Horton, Inc.,
(the "Holder") is the registered owner of ______ Trust Common Securities of the
Trust representing undivided beneficial interests in the assets of the Trust and
designated the Trust Common Securities (Liquidation Amount $__ per Trust Common
Security) (the "Trust Common Securities"). In accordance with Section 5.10 of
the Trust Agreement (as defined below) the Trust Common Securities are not
transferable, except by operation of law or to an Affiliate of the Holder or a
permitted successor under Section 801 of the Subordinated Debenture Indenture,
dated as of ____________, ____, between the Holder and _________________, as
trustee, and any attempted transfer hereof shall be void. The designations,
rights, privileges, restrictions, preferences and other terms and provisions of
the Trust Common Securities are set forth in, and this certificate and the Trust
Common Securities represented hereby are issued and shall in all respects be
subject to the terms and provisions of, the Amended and Restated Trust Agreement
of the Trust dated as of _________, as the same may be amended from time to time
(the "Trust Agreement"), including the designation of the terms of the Trust
Common Securities as set forth therein. The Trust will furnish a copy of the
Trust Agreement to the Holder without charge upon written request to the Trust
at its principal place of business or registered office.

      Upon receipt of this certificate, the Holder is bound by the Trust
Agreement and is entitled to the benefits thereunder.



      IN WITNESS WHEREOF, the Administrative Trustees of the Trust have executed
this certificate this _____day of _______, ____.

                                  D.R. HORTON, INC.

                                  By:___________________________________________
                                  Name:_________________________________________
                                  Title:________________________________________

                                  DRH CAPITAL TRUST III

                                  By:___________________________________________
                                     ____________, as Administrative Trustee

                                  By:___________________________________________
                                     ____________, as Administrative Trustee

                                       2


                          CERTIFICATE OF AUTHENTICATION

      This is one of the Trust Common Securities referred to in the within
mentioned Trust Agreement.

                                ________________________________________________
                                ____________, as Administrative Trustee

                                        3


                                    EXHIBIT C

      Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to DRH Capital
Trust III or its agent for registration of transfer, exchange, or payment, and
any certificate issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), any transfer, pledge, or other use hereof for value or
otherwise by or to any person is wrongful inasmuch as the registered owner
thereof, Cede & Co., has an interest herein.

      Certificate Number                    Number of Trust Preferred Securities
             P-                                          CUSIP NO.

                Certificate Evidencing Trust Preferred Securities
                                       of
                              DRH Capital Trust III

                       _____ % Trust Preferred Securities
              (Liquidation Amount $__ per Trust Preferred Security)

      DRH Capital Trust III, a statutory business trust formed under the laws of
the State of Delaware (the "Trust"), hereby certifies that ______________ (the
"Holder") is the registered owner of ______ Trust Preferred Securities of the
Trust representing undivided beneficial interests in the assets of the Trust and
designated the DRH Capital Trust III ____ % Trust Preferred Securities
(Liquidation Amount $__ per Trust Preferred Security) (the "Trust Preferred
Securities"). The Trust Preferred Securities are transferable on the books and
records of the Trust, in person or by a duly authorized attorney, upon surrender
of this certificate duly endorsed and in proper form for transfer as provided in
Section 5.04 of the Trust Agreement (as defined below). The designations,
rights, privileges, restrictions, preferences and other terms and provisions of
the Trust Preferred Securities are set forth in, and this certificate and the
Trust Preferred Securities represented hereby are issued and shall in all
respects be subject to the terms and provisions of, the Amended and Restated
Trust Agreement of the Trust, dated as of _________, ____, as the same may be
amended from time to time (the "Trust Agreement"), including the designation of
the terms of Trust Preferred Securities as set forth therein. The holder of this
certificate is entitled to the benefits of a guarantee by D.R. Horton, Inc., a
Delaware corporation (the "Corporation"), pursuant to a Trust Guarantee
Agreement between the Corporation and ______________________, as guarantee
trustee, dated as of _________, ____, as the same may be amended from time to
time (the "Trust Guarantee"), to the extent provided therein. The Trust will
furnish a copy of the Trust Agreement and the Trust Guarantee to the holder of
this certificate without charge upon written request to the Trust at its
principal place of business or registered office.



      Upon receipt of this certificate, the holder of this certificate is bound
by the Trust Agreement and is entitled to the benefits thereunder.

      IN WITNESS WHEREOF, the Administrative Trustees of the Trust have executed
this certificate this _____ day of _________, ____.

                                 DRH CAPITAL TRUST III

                                 By:____________________________________________
                                    ____________, as Administrative Trustee

                                 By:____________________________________________
                                    ____________, as Administrative Trustee

                          CERTIFICATE OF AUTHENTICATION

      This is one of the Trust Preferred Securities referred to in the within
mentioned Trust Agreement.

                                ________________________________________________
                                ____________, as Administrative Trustee

                                        2


                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Trust Preferred
Security to:

(Insert assignee's social security or tax
identification number)
_____________________________
_____________________________
_____________________________
_____________________________

(Insert address and zip code of assignee)
and irrevocably appoints
_____________________________
_____________________________
_____________________________
_____________________________

agent to transfer this Trust Preferred Security Certificate on the books of the
Trust. The agent may substitute another to act for him or her.

Date:_________________________
Signature:_____________________

(Sign exactly as your name appears on the other side of this Trust Preferred
Security Certificate)

                                        3

EX-4.17

Exhibit 4.17
                           FORM OF GUARANTEE AGREEMENT

                               GUARANTEE AGREEMENT

                                     Between

                                D.R. HORTON, INC.

                                 (as Guarantor)

                                       and


                     ______________________________________


                                  (as Trustee)

                       Dated as of ________________, ____



                               TABLE OF CONTENTS*



                                                                                                         Page
                                                                                                         ----
                                                                                                      
ARTICLE I  DEFINITIONS...............................................................................      1

                  Section 1.01.         Definitions..................................................      1

ARTICLE II  TRUST INDENTURE ACT......................................................................      3

                  Section 2.01.         Trust Indenture Act; Application.............................      3

                  Section 2.02.         Lists of Holders of Securities...............................      4

                  Section 2.03.         Reports by the Trustee.......................................      4

                  Section 2.04.         Periodic Reports to Trustee..................................      4

                  Section 2.05.         Evidence of Compliance with Conditions Precedent.............      5

                  Section 2.06.         Events of Default; Waiver....................................      5

                  Section 2.07.         Event of Default; Notice.....................................      5

                  Section 2.08.         Conflicting Interests........................................      5

ARTICLE III  POWERS, DUTIES AND RIGHTS OF TRUSTEE....................................................      6

                  Section 3.01.         Powers and Duties of the Trustee.............................      6

                  Section 3.02.         Certain Rights of Trustee....................................      7

                  Section 3.03.         Compensation; Fees; Indemnity................................      8

ARTICLE IV  TRUSTEE .................................................................................      9

                  Section 4.01.         Trustee; Eligibility.........................................      9

                  Section 4.02.         Appointment, Removal and Resignation of Trustee..............      9

ARTICLE V  GUARANTEE.................................................................................     10

                  Section 5.01.         Guarantee....................................................     10


- ------------------

*     This Table of Contents does not constitute part of the Indenture or have
      any bearing upon the interpretation of any of its terms and provisions.



                                TABLE OF CONTENTS
                                   (CONTINUED)



                                                                                                         Page
                                                                                                         ----
                                                                                                      
                  Section 5.02.         Waiver of Notice and Demand..................................     10

                  Section 5.03.         Obligations Not Affected.....................................     10

                  Section 5.04.         Rights of Holders............................................     11

                  Section 5.05.         Guarantee Of Payment.........................................     12

                  Section 5.06.         Subrogation..................................................     12

                  Section 5.07.         Independent Obligations......................................     12

ARTICLE VI  SUBORDINATION............................................................................     12

                  Section 6.01.         Subordination................................................     12

ARTICLE VII  TERMINATION.............................................................................     12

                  Section 7.01.         Termination..................................................     12

ARTICLE VIII  MISCELLANEOUS..........................................................................     13

                  Section 8.01.         Successors and Assigns.......................................     13

                  Section 8.02.         Amendments...................................................     13

                  Section 8.03.         Notices......................................................     13

                  Section 8.04.         Benefit......................................................     14

                  Section 8.05.         Interpretation...............................................     14

                  Section 8.06.         Governing Law................................................     15


                                       ii



                                TABLE OF CONTENTS
                                   (CONTINUED)

                             CROSS-REFERENCE TABLE*



                                                                                              Page
                                                                                              ----
Section of Trust Indenture                                                                    Section of Guarantee
Act of 1939, as amended                                                                       Agreement
                                                                                           
310(a).....................................................................................   4.01(a)
310(b).....................................................................................   4.01(c), 2.08
310(c).....................................................................................   Inapplicable
311(a).....................................................................................   2.02(b)
311(b).....................................................................................   2.02(b)
311(c).....................................................................................   Inapplicable
312(a).....................................................................................   2.02(a)
312(b).....................................................................................   2.02(b)
313........................................................................................   2.03
314(a).....................................................................................   2.04
314(b).....................................................................................   Inapplicable
314(c).....................................................................................   2.05
314(d).....................................................................................   Inapplicable
314(e).....................................................................................   1.01, 2.05, 3.02
314(f).....................................................................................   2.01, 3.02
315(a).....................................................................................   3.01(d)
315(b).....................................................................................   2.07
315(c).....................................................................................   3.01
315(d).....................................................................................   3.01(d)
315(e).....................................................................................   Inapplicable
316(a).....................................................................................   5.04(i), 2.06
316(b).....................................................................................   5.03
316(c).....................................................................................   2.02
317(a).....................................................................................   Inapplicable
317(b).....................................................................................   Inapplicable
318(a).....................................................................................   2.01(b)


- ------------------

*     This Cross-Reference Table does not constitute part of the Guarantee
      Agreement and shall not affect the interpretation of any of its terms and
      provisions.

                                       iii



                               TABLE OF CONTENTS
                                  (CONTINUED)



                                                                                              Page
                                                                                              ----
                                                                                           
318(b).....................................................................................   2.01
318(c).....................................................................................   2.01(a)


                                       iv



                               GUARANTEE AGREEMENT


      This GUARANTEE AGREEMENT ("Guarantee Agreement"), dated as of _________,
____ is executed and delivered by D.R. HORTON, INC., a Delaware corporation (the
"Guarantor"), and ___________________________________________________________,
as trustee (the "Trustee"), for the benefit of the Holders (as defined herein)
from time to time of the Trust Preferred Securities (as defined herein) of DRH
CAPITAL TRUST I, a Delaware statutory business trust (the "Trust ").


      WHEREAS, pursuant to an Amended and Restated Trust Agreement (the "Trust
Agreement"), dated as of _______________, ____, among the Trustee, the other
Trustees named therein, and D.R. Horton, Inc., as Depositor, the Trust is
issuing as of the date hereof $___________ aggregate liquidation amount of its
_____% Trust Preferred Securities (the "Trust Preferred Securities")
representing preferred undivided beneficial interests in the assets of the Trust
and having the terms set forth in the Trust Agreement;

      WHEREAS, the Trust Preferred Securities will be issued by the Trust and
the proceeds thereof will be used to purchase Subordinated Debentures (as
defined in the Trust Agreement) of the Guarantor, which will be held by the
Trust as trust assets; and

      WHEREAS, as incentive for the Holders to purchase the Trust Preferred
Securities, the Guarantor desires to irrevocably and unconditionally agree, to
the extent set forth herein, to pay to the Holders the Guarantee Payments (as
defined herein) and to make certain other payments on the terms and conditions
set forth herein.

      NOW, THEREFORE, in consideration of the payment for Trust Preferred
Securities by each Holder thereof, which payment the Guarantor hereby agrees
shall benefit the Guarantor, the Guarantor executes and delivers this Guarantee
Agreement for the benefit of the Holders from time to time of the Trust
Preferred Securities.

                                    ARTICLE I

                                   DEFINITIONS

SECTION 1.01. DEFINITIONS.

      As used in this Guarantee Agreement, the terms set forth below shall,
unless the context otherwise requires, have the following meanings. Capitalized
or otherwise defined terms used but not otherwise defined herein shall have the
meanings assigned to such terms in the Trust Agreement as in effect on the date
hereof.

      "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.



      "Event of Default" means a failure by the Guarantor to perform any of its
payment obligations under this Guarantee Agreement.

      "Guarantee Payments" shall mean the following payments or distributions,
without duplication, with respect to the Trust Preferred Securities, to the
extent not paid or made by or on behalf of the Trust: (i) any accrued and unpaid
distributions that are required to be paid on such Trust Preferred Securities
but if and only if and to the extent the Trust has funds legally and immediately
available therefor to make such payment; (ii) the redemption price, including
all accrued and unpaid distributions to the date of redemption (the "Redemption
Price"), with respect to the Trust Preferred Securities called for redemption by
the Trust but if and only if and to the extent that the Trust has funds legally
and immediately available therefor sufficient to make such payment; and (iii)
upon a voluntary or involuntary dissolution, winding-up or termination of the
Trust (other than in connection with the distribution of Subordinated Debentures
to the holders of Trust Securities or the redemption of all of the Trust
Preferred Securities), the lesser of (a) the aggregate of the liquidation amount
and all accrued and unpaid distributions on the Trust Preferred Securities to
the date of payment, to the extent the Trust has funds legally and immediately
available therefor, and (b) the amount of assets of the Trust remaining
available for distribution to Holders in liquidation of the Trust (in either
case, the "Liquidation Distribution").

      "Holder" shall mean any holder, as registered on the books and records of
the Trust, of any Trust Preferred Securities; provided, however, that in
determining whether the holders of the requisite percentage of Trust Preferred
Securities have given any request, notice, consent or waiver hereunder, "Holder"
shall not include the Guarantor or any Affiliate of the Guarantor.


      "Indenture" means the Subordinated Trust Debt Securities Indenture, dated
as of ________ __, ____, among the Guarantor, as issuer, and _________________
___________________________, as trustee, as supplemented by the ___ Supplemental
Indenture dated as of _______________, ____, by and between the Guarantor and
_______________________________________, as trustee.


      "Majority in liquidation amount of Trust Preferred Securities" means a
vote by Holder(s) of Trust Preferred Securities, voting separately as a class,
of more than 50% of the liquidation amount of all Trust Preferred Securities
outstanding at the time of determination.

      "Officers' Certificate" means a certificate signed by the Chairman of the
Board, the Chief Executive Officer, the President or a Vice President, and by
the Treasurer, an Assistant Treasurer, the Controller, the Secretary or an
Assistant Secretary, of the Guarantor, and delivered to the Trustee. Any
Officers' Certificate delivered with respect to compliance with a condition or
covenant provided for in this Guarantee Agreement shall include:

            (a)   a statement that each officer signing the Officers'
Certificate has read such covenant or condition and the definitions herein
relating thereto;

            (b)   a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in
the Officers' Certificate are based;

                                        2


            (c)   a statement that, in the opinion of each such officer, he has
made such examination or investigation as is necessary to enable him to express
an informed opinion as to whether or not such covenant or condition has been
complied with; and

            (d)   a statement as to whether, in the opinion of each such
officer, such condition or covenant has been complied with.

      "Person" means any individual, corporation, partnership, limited liability
company, joint venture, trust, unincorporated organization or government or any
agency or political subdivision thereof.

      "Responsible Officer" means, with respect to the Trustee, any Vice
President, any Assistant Vice President, the Secretary, any Assistant Secretary,
the Treasurer, any Assistant Treasurer, any Senior Trust Officer, Trust Officer
or Assistant Trust Officer or any other officer of the Corporate Trust
Department of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect
to a particular corporate trust matter, any other officer to whom such matter is
referred because of that officer's knowledge of and familiarity with the
particular subject.

      "Successor Trustee" means a successor Trustee possessing the
qualifications to act as Trustee under Section 4.01.

      "Trust Common Securities" means the securities representing common
undivided beneficial interests in the assets of the Trust.

      "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended.

      "Trust Securities" means the Trust Preferred Securities and the Trust
Common Securities.


      "Trustee" means ______________________________________ until a Successor
Trustee has been appointed and has accepted such appointment pursuant to the
terms of this Guarantee Agreement and thereafter means each such Successor
Trustee.


                                   ARTICLE II

                               TRUST INDENTURE ACT

SECTION 2.01. TRUST INDENTURE ACT; APPLICATION.

            (a)   This Guarantee Agreement is subject to the provisions of the
Trust Indenture Act that are required to be part of this Guarantee Agreement and
shall, to the extent applicable, be governed by such provisions; and

            (b)   If and to the extent that any provision of this Guarantee
Agreement limits, qualifies or conflicts with the duties imposed by Sections 310
to 317, inclusive, of the Trust Indenture Act, such imposed duties shall
control.

                                        3


SECTION 2.02. LISTS OF HOLDERS OF SECURITIES.

            (a)   The Guarantor shall furnish or cause to be furnished to the
Trustee (a) semiannually, not later than _____ and _____ in each year, a list,
in such form as the Trustee may reasonably require, of the names and addresses
of the Holders ("List of Holders") as of a date not more than 15 days prior to
the time such list is furnished, and (b) at such other times as the Trustee may
request in writing, within 30 days after the receipt by the Guarantor of any
such request, a List of Holders as of a date not more than 15 days prior to the
time such list is furnished; provided that, the Guarantor shall not be obligated
to provide such List of Holders at any time the List of Holders does not differ
from the most recent List of Holders given to the Trustee by the Guarantor or at
any time the Trustee is the Securities Registrar under the Trust Agreement. The
Trustee may destroy any List of Holders previously given to it on receipt of a
new List of Holders.

            (b)   The Trustee shall comply with its obligations under Sections
311(a), 311(b) and 312(b) of the Trust Indenture Act. For purposes of Section
311(b)(4) and (6) of the Trust Indenture Act:

                  (i)   "cash transaction" means any transaction in which full
payment for goods or securities sold is made within seven days after delivery of
the goods or securities in currency or in checks or other orders drawn upon
banks or bankers and payable upon demand; and

                  (ii)  "self-liquidating paper" means any draft, bill of
exchange, acceptance or obligation which is made, drawn, negotiated or incurred
by the Depositor or the Trust (or any such obligor) for the purpose of financing
the purchase, processing, manufacturing, shipment, storage or sale of goods,
wares or merchandise and which is secured by documents evidencing title to,
possession of, or a lien upon, the goods, wares or merchandise or the
receivables or proceeds arising from the sale of the goods, wares or merchandise
previously constituting the security, provided the security is received by the
Property Trustee simultaneously with the creation of the creditor relationship
with the Depositor or the Trust (or any such obligor) arising from the making,
drawing, negotiating or incurring of the draft, bill of exchange, acceptance or
obligation.

SECTION 2.03. REPORTS BY THE TRUSTEE.

      Within 60 days after May 15 of each year commencing _____, _____, the
Trustee shall provide to the Holders of the Trust Preferred Securities such
reports as are required by Section 313(a) of the Trust Indenture Act, if any, in
the form and in the manner provided by Section 313 of the Trust Indenture Act.
The Trustee shall also comply with the other requirements of Section 313 of the
Trust Indenture Act.

SECTION 2.04. PERIODIC REPORTS TO TRUSTEE.

      The Guarantor shall provide to the Trustee such documents, reports and
information as required by Section 314 of the Trust Indenture Act (if any) in
the form, in the manner and at the times required by Section 314 of the Trust
Indenture Act, and shall provide, within 120 days after the end of each fiscal
year of the Guarantor, the compliance certificate required by

                                        4


Section 314(a)(4) of the Trust Indenture Act in the form and in the manner
required by such Section.

SECTION 2.05. EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

      The Guarantor shall provide to the Trustee such evidence of compliance
with any conditions precedent, if any, provided for in this Guarantee Agreement
that relate to any of the matters set forth in Section 314(c) of the Trust
Indenture Act. Any certificate or opinion required to be given by an officer
pursuant to Section 314(c)(1) may be given in the form of an Officers'
Certificate.

SECTION 2.06. EVENTS OF DEFAULT; WAIVER.

      The Holders of a Majority in liquidation amount of Trust Preferred
Securities may, by vote, on behalf of all of the Holders, waive any past Event
of Default and its consequences. Upon such waiver, any such Event of Default
shall cease to exist, and any Event of Default arising therefrom shall be deemed
to have been cured and not to have existed, for every purpose of this Guarantee
Agreement, but no such waiver shall extend to any subsequent or other default or
Event of Default or impair any right consequent thereon.

SECTION 2.07. EVENT OF DEFAULT; NOTICE.

                  (a)   The Trustee shall, within 90 days after the occurrence
of an Event of Default actually known to the Trustee, transmit by mail, first
class postage prepaid, to the Holders, notices of all such Events of Default,
unless such defaults have been cured before the giving of such notice, provided
that the Trustee shall be protected in withholding such notice if and so long as
the board of directors, the executive committee, or a trust committee of
directors and/or Responsible Officers of the Trustee in good faith determines
that the withholding of such notice is in the interests of the Holders.

                  (b)   The Trustee shall not be deemed to have knowledge of any
Event of Default unless the Trustee shall have received written notice, or a
Responsible Officer charged with the administration of the Trust Agreement shall
have obtained written notice, of such Event of Default.

SECTION 2.08.     CONFLICTING INTERESTS.

      The Trust Agreement shall be deemed to be specifically described in this
Guarantee Agreement for the purposes of clause (i) of the first proviso
contained in Section 310(b) of the Trust Indenture Act.

                                        5


                                   ARTICLE III

                      POWERS, DUTIES AND RIGHTS OF TRUSTEE

SECTION 3.01. POWERS AND DUTIES OF THE TRUSTEE.

                  (a)   This Guarantee Agreement shall be held by the Trustee
for the benefit of the Holders, and the Trustee shall not transfer this
Guarantee Agreement to any Person except the Trustee shall assign rights
hereunder to a Holder to the extent such assignment is necessary to exercise
such Holder's rights pursuant to Section 5.04 or to a Successor Trustee upon
acceptance by such Successor Trustee of its appointment to act as Successor
Trustee. The right, title and interest of the Trustee shall automatically vest
in any Successor Trustee, and such vesting and cessation of title shall be
effective whether or not conveyancing documents have been executed and delivered
pursuant to the appointment of such Successor Trustee.

                  (b)   If an Event of Default has occurred and is continuing,
the Trustee shall enforce this Guarantee Agreement for the benefit of the
Holders.

                  (c)   The Trustee, before the occurrence of any Event of
Default and after the curing or waiving of all Events of Default that may have
occurred, shall undertake to perform only such duties as are specifically set
forth in this Guarantee Agreement, and no implied covenants shall be read into
this Guarantee Agreement against the Trustee. In case an Event of Default has
occurred (that has not been cured or waived pursuant to Section 2.06), the
Trustee shall exercise such of the rights and powers vested in it by this
Guarantee Agreement, and use the same degree of care and skill in its exercise
thereof, as a prudent person would exercise or use under the circumstances in
the conduct of his or her own affairs.

                  (d)   No provision of this Guarantee Agreement shall be
construed to relieve the Trustee from liability for its own negligent action,
its own negligent failure to act, or its own willful misconduct, except that:

                        (i)   prior to the occurrence of any Event of Default
and after the curing or waiving of all such Events of Default that may have
occurred:

                              (A)   the duties and obligations of the Trustee
                        shall be determined solely by the express provisions of
                        this Guarantee Agreement, and the Trustee shall not be
                        liable except for the performance of such duties and
                        obligations as are specifically set forth in this
                        Guarantee Agreement; and

                              (B)   in the absence of bad faith on the part of
                        the Trustee, the Trustee may conclusively rely, as to
                        the truth of the statements and the correctness of the
                        opinions expressed therein, upon any certificates or
                        opinions furnished to the Trustee and conforming to the
                        requirements of this Guarantee Agreement; but in the
                        case of any such certificates or opinions that by any
                        provision hereof are specifically required to be
                        furnished to the Trustee, the Trustee shall be under a
                        duty to examine the

                                        6


                        same to determine whether or not they conform to the
                        requirements of this Guarantee Agreement;

                        (ii)  the Trustee shall not be liable for any error of
judgment made in good faith by a Responsible Officer of the Trustee, unless it
shall be proved that the Trustee was negligent in ascertaining the pertinent
facts upon which such judgment was made;

                        (iii) the Trustee shall not be liable with respect to
any action taken or omitted to be taken by it in good faith in accordance with
the direction of the Holders of a Majority in liquidation amount of the Trust
Preferred Securities relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred upon the Trustee under this Guarantee Agreement; and

                        (iv)  no provision of this Guarantee Agreement shall
require the Trustee to expend or risk its own funds or otherwise incur personal
financial liability in the performance of any of its duties or in the exercise
of any of its rights or powers, if the Trustee shall have reasonable grounds for
believing that the repayment of such funds or liability is not reasonably
assured to it under the terms of this Guarantee Agreement or adequate indemnity
against such risk or liability is not reasonably assured to it.

SECTION 3.02. CERTAIN RIGHTS OF TRUSTEE.

                  (a)   Subject to the provisions of Section 3.01:

                        (i)   the Trustee may rely and shall be fully protected
in acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document
believed by it to be genuine and to have been signed, sent or presented by the
proper party or parties;

                        (ii)  any direction or act of the Guarantor contemplated
by this Guarantee Agreement shall be sufficiently evidenced by an Officers'
Certificate;

                        (iii) whenever, in the administration of this Guarantee
Agreement, the Trustee shall deem it desirable that a matter be proved or
established before taking, suffering or omitting any action hereunder, the
Trustee (unless other evidence is herein specifically prescribed) may, in the
absence of bad faith on its part, request and rely upon an Officers' Certificate
which, upon receipt of such request, shall be promptly delivered by the
Guarantor;

                        (iv)  the Trustee may consult with counsel of its
choice, and the written advice or opinion of such counsel with respect to legal
matters shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
accordance with such advice or opinion; such counsel may be counsel to the
Guarantor or any of its Affiliates and may include any of its employees; the
Trustee shall have the right at any time to seek instructions concerning the
administration of this Guarantee Agreement from any court of competent
jurisdiction;

                                        7


                        (v)   the Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this Guarantee Agreement at
the request or direction of any Holder, unless such Holder shall have provided
to the Trustee such adequate security and indemnity as would satisfy a
reasonable person in the position of the Trustee, against the costs, expenses
(including attorneys' fees and expenses) and liabilities that might be incurred
by it in complying with such request or direction, including such reasonable
advances as may be requested by the Trustee; provided that nothing contained in
this Section 3.02(a)(v) shall be taken to relieve the Trustee, upon the
occurrence of an Event of Default, of its obligation to exercise the rights and
powers vested in it by this Guarantee Agreement;

                        (vi)  the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other paper or
document, but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit;

                        (vii) the Trustee may execute any of the trusts or
powers hereunder or perform any duties hereunder either directly or by or
through agents or attorneys, and the Trustee shall not be responsible for any
misconduct or negligence on the part of any agent or attorney appointed with due
care by it hereunder; and

                        (viii) whenever in the administration of this Guarantee
Agreement the Trustee shall deem it desirable to receive instructions with
respect to enforcing any remedy or right or taking any other action hereunder,
the Trustee (i) may request instructions from the Holders, (ii) may refrain from
enforcing such remedy or right or taking such other action until such
instructions are received, and (iii) shall be protected in acting in accordance
with such instructions.

                  (b)   No provision of this Guarantee Agreement shall be deemed
to impose any duty or obligation on the Trustee to perform any act or acts or
exercise any right, power, duty or obligation conferred or imposed on it in any
jurisdiction in which it shall be illegal, or in which the Trustee shall be
unqualified or incompetent in accordance with applicable law, to perform any
such act or acts or to exercise any such right, power, duty or obligation. No
permissive power or authority available to the Trustee shall be construed to be
a duty.

SECTION 3.03. COMPENSATION; FEES; INDEMNITY.

      The Guarantor agrees:

                  (a)   to pay to the Trustee from time to time reasonable
compensation for all services rendered by the Trustee hereunder (which
compensation shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust);

                  (b)   except as otherwise expressly provided herein, to
reimburse the Trustee upon request for all reasonable expenses, disbursements
and advances incurred or made by the Trustee in accordance with any provision of
this Guarantee Agreement (including the reasonable compensation and the expenses
and disbursements of its agents and counsel), except any such expense,
disbursement or advance as may be attributable to its negligence or bad faith;
and

                                        8


                  (c)   to indemnify the Trustee for, and to hold the Trustee
harmless against, any and all loss, damage, claims, liability or expense
incurred without negligence or bad faith on its part, arising out of or in
connection with the acceptance or administration of this Guarantee Agreement,
including the costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers or
duties hereunder.

      The provisions of this Section 3.03 shall survive the termination of this
Guarantee Agreement or the resignation or removal of the Trustee.

                                   ARTICLE IV

                                     TRUSTEE

SECTION 4.01. TRUSTEE; ELIGIBILITY.

                  (a)   There shall at all times be a Trustee which shall:

                        (i)   not be an Affiliate of the Guarantor; and

                        (ii)  be a corporation organized and doing business
under the laws of the United States of America or any State or Territory thereof
or of the District of Columbia, or a corporation or Person permitted by the
Securities and Exchange Commission to act as an institutional trustee under the
Trust Indenture Act, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $10,000,000, and
subject to supervision or examination by Federal, State, Territorial or District
of Columbia authority. If such corporation publishes reports of condition at
least annually, pursuant to law or to the requirements of the supervising or
examining authority referred to above, then, for the purposes of this Section
4.01(a)(ii), the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published.

                  (b)   If at any time the Trustee shall cease to be eligible to
so act under Section 4.01(a), the Trustee shall immediately resign in the manner
and with the effect set out in Section 4.02(c).

                  (c)   If the Trustee has or shall acquire any "conflicting
interest" within the meaning of Section 310(b) of the Trust Indenture Act, the
Trustee and Guarantor shall in all respects comply with the provisions of
Section 310(b) of the Trust Indenture Act, subject to the rights of the Trustee
under the penultimate paragraph thereof.

SECTION 4.02. APPOINTMENT, REMOVAL AND RESIGNATION OF TRUSTEE.

                  (a)   Subject to Section 4.02(b), the Trustee may be appointed
or removed without cause at any time by the Guarantor.

                  (b)   The Trustee shall not be removed until a Successor
Trustee has been appointed and has accepted such appointment by written
instrument executed by such Successor Trustee and delivered to the Guarantor.

                                        9


                  (c)   The Trustee appointed to office shall hold office until
a Successor Trustee shall have been appointed or until its removal or
resignation. The Trustee may resign from office (without need for prior or
subsequent accounting) by an instrument in writing executed by the Trustee and
delivered to the Guarantor, which resignation shall not take effect until a
Successor Trustee has been appointed and has accepted such appointment by
instrument in writing executed by such Successor Trustee and delivered to the
Guarantor and the resigning Trustee.

                  (d) If no Successor Trustee shall have been appointed and
accepted appointment as provided in this Section 4.02 within 60 days after
delivery to the Guarantor of an instrument of resignation, the resigning Trustee
may petition any court of competent jurisdiction for appointment of a Successor
Trustee. Such court may thereupon, after prescribing such notice, if any, as it
may deem proper, appoint a Successor Trustee.

                                    ARTICLE V

                                    GUARANTEE

SECTION 5.01. GUARANTEE.

      The Guarantor irrevocably and unconditionally agrees to pay in full to the
Holders the Guarantee Payments (without duplication of amounts theretofore paid
by or on behalf of the Trust), as and when due, regardless of any defense, right
of set-off or counterclaim which the Guarantor may have or assert against any
person. The Guarantor's obligation to make a Guarantee Payment may be satisfied
by direct payment of the required amounts by the Guarantor to the Holders or by
causing the Trust to pay such amounts to the Holders.

SECTION 5.02. WAIVER OF NOTICE AND DEMAND.

      The Guarantor hereby waives notice of acceptance of this Guarantee
Agreement and of any liability to which it applies or may apply, presentment,
demand for payment, any right to require a proceeding first against the Trust or
any other Person before proceeding against the Guarantor, protest, notice of
nonpayment, notice of dishonor, notice of redemption and all other notices and
demands.

SECTION 5.03. OBLIGATIONS NOT AFFECTED.

      The obligation of the Guarantor to make the Guarantee Payments under this
Guarantee Agreement shall in no way be affected or impaired by reason of the
happening from time to time of any of the following:

                  (a)   the release or waiver, by operation of law or otherwise,
of the performance or observance by the Trust of any express or implied
agreement, covenant, term or condition relating to the Trust Preferred
Securities to be performed or observed by the Trust;

                  (b)   the extension of time for the payment by the Trust of
all or any portion of the Distributions, Redemption Price, Liquidation
Distribution or any other sums payable under the terms of the Trust Preferred
Securities or the extension of time for the performance of any other obligation
under, arising out of, or in connection with, the Trust Preferred Securities
(other

                                       10


than an extension of time for payment of Distributions, Redemption Price,
Liquidation Distribution or other sum payable that results from the extension of
any interest payment period on the Subordinated Debentures permitted by the
Indenture);

                  (c)   any failure, omission, delay or lack of diligence on the
part of the Holders to enforce, assert or exercise any right, privilege, power
or remedy conferred on the Holders pursuant to the terms of the Trust Preferred
Securities, or any action on the part of the Trust granting indulgence or
extension of any kind;

                  (d)   the voluntary or involuntary liquidation, dissolution,
sale of any collateral, receivership, insolvency, bankruptcy, assignment for the
benefit of creditors, reorganization, arrangement, composition or readjustment
of debt of, or other similar proceedings affecting, the Trust or any of the
assets of the Trust;

                  (e)   any invalidity of, or defect or deficiency in, the Trust
Preferred Securities;

                  (f)   the settlement or compromise of any obligation
guaranteed hereby or hereby incurred; or

                  (g)   any other circumstance whatsoever that might otherwise
constitute a legal or equitable discharge or defense of a guarantor, it being
the intent of this Section 5.03 that the obligations of the Guarantor hereunder
shall be absolute and unconditional under any and all circumstances.

      There shall be no obligation of the Holders to give notice to, or obtain
consent of, the Guarantor with respect to the happening of any of the foregoing.

SECTION 5.04. RIGHTS OF HOLDERS.

      The Guarantor expressly acknowledges that: (i) this Guarantee Agreement
will be deposited with the Trustee to be held for the benefit of the Holders;
(ii) the Trustee has the right to enforce this Guarantee Agreement on behalf of
the Holders; (iii) the Holders of a Majority in liquidation amount of the Trust
Preferred Securities have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee in respect of
this Guarantee Agreement or to direct the exercise of any trust or power
conferred upon the Trustee under this Guarantee Agreement, provided that such
direction shall not be in conflict with any rule of law or with this Guarantee
Agreement, and could not involve the Trustee in personal liability in
circumstances where reasonable indemnity would not be adequate; and (iv) any
Holder may institute a legal proceeding directly against the Guarantor to
enforce its rights under this Guarantee Agreement, without first instituting a
legal proceeding against or requesting or directing that action be taken by the
Trustee or any other person; it being understood and intended that no one or
more of such Holders shall have any right in any manner whatsoever by virtue of,
or by availing of, any provision of this Guarantee Agreement to affect, disturb
or prejudice the rights of any other of such Holders or to obtain or to seek to
obtain priority or preference over any other of such Holders or to enforce any
right under this Guarantee Agreement, except in the manner herein provided and
for the equal and ratable benefit of all of such Holders.

                                       11


SECTION 5.05. GUARANTEE OF PAYMENT.

      This Guarantee Agreement creates a guarantee of payment and not of
collection. This Guarantee Agreement will not be discharged except by payment of
the Guarantee Payments in full (without duplication) or upon the distribution of
Subordinated Debentures to the Holders in exchange for all of the Trust
Preferred Securities.

SECTION 5.06. SUBROGATION.

      The Guarantor shall be subrogated to all (if any) rights of the Holders
against the Trust in respect of any amounts paid to the Holders by the Guarantor
under this Guarantee Agreement; provided, however, that the Guarantor shall not
(except to the extent required by mandatory provisions of law) be entitled to
enforce or exercise any rights which it may acquire by way of subrogation or any
indemnity, reimbursement or other agreement, in all cases as a result of payment
under this Guarantee Agreement, if, at the time of any such payment, any amounts
of Guarantee Payments are due and unpaid under this Guarantee Agreement. If any
amount shall be paid to the Guarantor in violation of the preceding sentence,
the Guarantor agrees to hold such amount in trust for the Holders and to pay
over such amount to the Holders.

SECTION 5.07. INDEPENDENT OBLIGATIONS.

      The Guarantor acknowledges that its obligations hereunder are independent
of the obligations of the Trust with respect to the Trust Preferred Securities
and that the Guarantor shall be liable as principal and as debtor hereunder to
make Guarantee Payments pursuant to the terms of this Guarantee Agreement
notwithstanding the occurrence of any event referred to in subsections (a)
through (g), inclusive, of Section 5.03 hereof.

                                   ARTICLE VI

                                  SUBORDINATION

SECTION 6.01. SUBORDINATION.

      This Guarantee Agreement will constitute an unsecured obligation of the
Guarantor and will rank (i) subordinate and junior in right of payment to all
other liabilities of the Guarantor, including the Subordinated Debentures,
except those obligations or liabilities made pari passu or subordinate by their
terms, (ii) pari passu with the most senior preferred stock now or hereafter
issued or guaranteed by the Guarantor, and (iii) senior to all common stock of
the Guarantor.

                                   ARTICLE VII

                                   TERMINATION

SECTION 7.01. TERMINATION.

      This Guarantee Agreement shall terminate and be of no further force and
effect upon: (i) full payment of the Redemption Price of all Trust Preferred
Securities, (ii) the distribution of Subordinated Debentures to the Holders in
exchange for all of the Trust Preferred Securities, or

                                       12


(iii) full payment of the amounts payable in accordance with the Trust Agreement
upon liquidation of the Trust. Notwithstanding the foregoing, this Guarantee
Agreement will continue to be effective or will be reinstated, as the case may
be, if at any time any Holder must restore payment of any sums paid with respect
to Trust Preferred Securities or under this Guarantee Agreement.

                                  ARTICLE VIII

                                  MISCELLANEOUS

SECTION 8.01. SUCCESSORS AND ASSIGNS.

      All guarantees and agreements contained in this Guarantee Agreement shall
bind the successors, assigns, receivers, trustees and representatives of the
Guarantor and shall inure to the benefit of the Holders then outstanding. Except
in connection with a consolidation, merger, conveyance, transfer, or lease
involving the Guarantor that is permitted under Article Eight of the Indenture,
the Guarantor shall not assign its obligations hereunder.

SECTION 8.02. AMENDMENTS.

      Except with respect to any changes which do not materially and adversely
affect the rights of Holders (in which case no consent of Holders will be
required), this Guarantee Agreement may only be amended with the prior approval
of the Holders of not less than a majority in liquidation amount of all the
outstanding Trust Preferred Securities. The provisions of Article Six of the
Trust Agreement concerning meetings of Holders shall apply to the giving of such
approval.

SECTION 8.03. NOTICES.

      Any notice, request or other communication required or permitted to be
given hereunder shall be in writing, duly signed by the party giving such
notice, and delivered, telecopied or mailed by first class mail as follows:

                  (a)   if given to the Guarantor, to the address set forth
below or such other address as the Guarantor may give notice of to the Trustee
and the Holders:

                        D.R. Horton, Inc.
                        1901 Ascension Blvd., Suite 100
                        Arlington, Texas 76006
                        Attention: Chief Financial Officer
                        Facsimile No. (817) 856-8252

                  (b)   if given to the Trust, in care of the Trustee, or to the
Trustee at the Trust's (and the Trustee's) address set forth below or such other
address as the Trustee on behalf of the Trust may give notice of to the Holders:

                                       13


                        DRH Capital Trust I
                        c/o D.R. Horton, Inc.
                        1901 Ascension Blvd., Suite 100
                        Arlington, Texas 76006
                        Attention: Chief Financial Officer
                        Facsimile No. (817) 856-8252

with a copy, in the case of a notice to the Trust (other than a notice from the
Guarantor), to the Guarantor.

                  (c)   if given to any Holder, at the address set forth on the
books and records of the Trust.

      All notices hereunder shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid except that if a notice or other document is refused delivery or
cannot be delivered because of a changed address of which no notice was given,
such notice or other document shall be deemed to have been delivered on the date
of such refusal or inability to deliver.

SECTION 8.04. BENEFIT.

      This Guarantee Agreement is solely for the benefit of the Holders and,
subject to Section 3.01(a), is not separately transferable from the Trust
Preferred Securities.

SECTION 8.05. INTERPRETATION.

      In this Guarantee Agreement, unless the context otherwise requires:

                  (a)   capitalized terms used in this Guarantee Agreement but
not defined in the preamble hereto have the respective meanings assigned to them
in Section 1.01;

                  (b)   a term defined anywhere in this Guarantee Agreement has
the same meaning throughout;

                  (c)   all references to "the Guarantee Agreement" or "this
Guarantee Agreement" are to this Guarantee Agreement as modified, supplemented
or amended from time to time;

                  (d)   all references in this Guarantee Agreement to Articles
and Sections are to Articles and Sections of this Guarantee Agreement unless
otherwise specified;

                  (e)   a term defined in the Trust Indenture Act has the same
meaning when used in this Guarantee Agreement unless otherwise defined in this
Guarantee Agreement or unless the context otherwise requires;

                  (f)   a reference to the singular includes the plural and vice
versa; and

                                       14


                  (g)   the masculine, feminine or neuter genders used herein
shall include the masculine, feminine and neuter genders.

SECTION 8.06. GOVERNING LAW.

      THIS GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK. THE
GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND ANY COURT IN THE STATE
OF NEW YORK LOCATED IN THE CITY AND COUNTY OF NEW YORK IN ANY ACTION, SUIT OR
PROCEEDING BROUGHT AGAINST IT AND RELATED TO OR IN CONNECTION WITH THIS
GUARANTEE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY, AND TO THE EXTENT
PERMITTED BY APPLICABLE LAW, THE GUARANTOR HEREBY WAIVES AND AGREES NOT TO
ASSERT BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE IN ANY SUCH SUIT, ACTION OR
PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF
SUCH COURTS, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT
FORUM, THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER, OR THAT
THIS GUARANTEE AGREEMENT OR ANY DOCUMENT OR ANY INSTRUMENT REFERRED TO HEREIN OR
THE SUBJECT MATTER HEREOF MAY NOT BE LITIGATED IN OR BY SUCH COURTS. THE
GUARANTOR AGREES THAT SERVICE OF PROCESS MAY BE MADE UPON IT BY CERTIFIED OR
REGISTERED MAIL TO THE ADDRESS FOR NOTICES SET FORTH IN THIS GUARANTEE AGREEMENT
OR ANY METHOD AUTHORIZED BY THE LAWS OF NEW YORK.

      This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

                      [THIS SPACE INTENTIONALLY LEFT BLANK]

                                       15


      THIS GUARANTEE AGREEMENT is executed as of the day and year first above
written.

                                       D.R. HORTON, INC.

                                       By:______________________________________
                                          Name:
                                          Title:


                                       _________________________________________
                                       as Trustee


                                       By:______________________________________
                                          Name:
                                          Title:

                                       16

EX-4.18

Exhibit 4.18

                           FORM OF GUARANTEE AGREEMENT

                               GUARANTEE AGREEMENT

                                     Between

                                D.R. HORTON, INC.

                                 (as Guarantor)

                                       and


                     _______________________________________


                                  (as Trustee)

                       Dated as of ________________, ____



                                TABLE OF CONTENTS*



                                                                                                                  Page
                                                                                                                  ----
                                                                                                               
ARTICLE I  DEFINITIONS..........................................................................................    1

                  Section 1.01.         Definitions.............................................................    1

ARTICLE II  TRUST INDENTURE ACT.................................................................................    3

                  Section 2.01.         Trust Indenture Act; Application........................................    3

                  Section 2.02.         Lists of Holders of Securities..........................................    4

                  Section 2.03.         Reports by the Trustee..................................................    4

                  Section 2.04.         Periodic Reports to Trustee.............................................    4

                  Section 2.05.         Evidence of Compliance with Conditions Precedent........................    5

                  Section 2.06.         Events of Default; Waiver...............................................    5

                  Section 2.07.         Event of Default; Notice................................................    5

                  Section 2.08.         Conflicting Interests...................................................    5

ARTICLE III  POWERS, DUTIES AND RIGHTS OF TRUSTEE...............................................................    6

                  Section 3.01.         Powers and Duties of the Trustee........................................    6

                  Section 3.02.         Certain Rights of Trustee...............................................    7

                  Section 3.03.         Compensation; Fees; Indemnity...........................................    8

ARTICLE IV  TRUSTEE.............................................................................................    9

                  Section 4.01.         Trustee; Eligibility....................................................    9

                  Section 4.02.         Appointment, Removal and Resignation of Trustee.........................    9

ARTICLE V  GUARANTEE............................................................................................   10

                  Section 5.01.         Guarantee...............................................................   10


- --------------------

*        This Table of Contents does not constitute part of the Indenture or
         have any bearing upon the interpretation of any of its terms and
         provisions.



                                TABLE OF CONTENTS
                                  (CONTINUED)



                                                                                                                  Page
                                                                                                                  ----
                                                                                                               
                  Section 5.02.         Waiver of Notice and Demand.............................................   10

                  Section 5.03.         Obligations Not Affected................................................   10

                  Section 5.04.         Rights of Holders.......................................................   11

                  Section 5.05.         Guarantee Of Payment....................................................   12

                  Section 5.06.         Subrogation.............................................................   12

                  Section 5.07.         Independent Obligations.................................................   12

ARTICLE VI  SUBORDINATION.......................................................................................   12

                  Section 6.01.         Subordination...........................................................   12

ARTICLE VII  TERMINATION........................................................................................   12

                  Section 7.01.         Termination.............................................................   12

ARTICLE VIII  MISCELLANEOUS.....................................................................................   13

                  Section 8.01.         Successors and Assigns..................................................   13

                  Section 8.02.         Amendments..............................................................   13

                  Section 8.03.         Notices.................................................................   13

                  Section 8.04.         Benefit.................................................................   14

                  Section 8.05.         Interpretation..........................................................   14

                  Section 8.06.         Governing Law...........................................................   15


                                       ii



                                TABLE OF CONTENTS
                                  (CONTINUED)

                             CROSS-REFERENCE TABLE*



                                                                                                    Page
                                                                                            --------------------
Section of Trust Indenture Act of                                                           Section of Guarantee
         1939, as amended                                                                        Agreement
                                                                                         
310(a).....................................................................................     4.01(a)
310(b).....................................................................................     4.01(c), 2.08
310(c).....................................................................................     Inapplicable
311(a).....................................................................................     2.02(b)
311(b).....................................................................................     2.02(b)
311(c).....................................................................................     Inapplicable
312(a).....................................................................................     2.02(a)
312(b).....................................................................................     2.02(b)
313........................................................................................     2.03
314(a).....................................................................................     2.04
314(b).....................................................................................     Inapplicable
314(c).....................................................................................     2.05
314(d).....................................................................................     Inapplicable
314(e).....................................................................................     1.01, 2.05, 3.02
314(f).....................................................................................     2.01, 3.02
315(a).....................................................................................     3.01(d)
315(b).....................................................................................     2.07
315(c).....................................................................................     3.01
315(d).....................................................................................     3.01(d)
315(e).....................................................................................     Inapplicable
316(a).....................................................................................     5.04(i), 2.06
316(b).....................................................................................     5.03
316(c).....................................................................................     2.02
317(a).....................................................................................     Inapplicable
317(b).....................................................................................     Inapplicable
318(a).....................................................................................     2.01(b)


- -------------------

*        This Cross-Reference Table does not constitute part of the Guarantee
         Agreement and shall not affect the interpretation of any of its terms
         and provisions.

                                      iii



                                TABLE OF CONTENTS
                                  (CONTINUED)



                                                                                                 Page
                                                                                                ------
                                                                                             
318(b).....................................................................................     2.01
318(c).....................................................................................     2.01(a)


                                       iv



                               GUARANTEE AGREEMENT


         This GUARANTEE AGREEMENT ("Guarantee Agreement"), dated as of
_________, ____ is executed and delivered by D.R. HORTON, INC., a Delaware
corporation (the "Guarantor"), and  ___________________________________________,
as trustee (the "Trustee"), for the benefit of the Holders (as defined herein)
from time to time of the Trust Preferred Securities (as defined herein) of DRH
CAPITAL TRUST II, a Delaware statutory business trust (the "Trust ").


         WHEREAS, pursuant to an Amended and Restated Trust Agreement (the
"Trust Agreement"), dated as of _______________, ____, among the Trustee, the
other Trustees named therein, and D.R. Horton, Inc., as Depositor, the Trust is
issuing as of the date hereof $___________ aggregate liquidation amount of its
_____% Trust Preferred Securities (the "Trust Preferred Securities")
representing preferred undivided beneficial interests in the assets of the Trust
and having the terms set forth in the Trust Agreement;

         WHEREAS, the Trust Preferred Securities will be issued by the Trust and
the proceeds thereof will be used to purchase Subordinated Debentures (as
defined in the Trust Agreement) of the Guarantor, which will be held by the
Trust as trust assets; and

         WHEREAS, as incentive for the Holders to purchase the Trust Preferred
Securities, the Guarantor desires to irrevocably and unconditionally agree, to
the extent set forth herein, to pay to the Holders the Guarantee Payments (as
defined herein) and to make certain other payments on the terms and conditions
set forth herein.

         NOW, THEREFORE, in consideration of the payment for Trust Preferred
Securities by each Holder thereof, which payment the Guarantor hereby agrees
shall benefit the Guarantor, the Guarantor executes and delivers this Guarantee
Agreement for the benefit of the Holders from time to time of the Trust
Preferred Securities.

                                    ARTICLE I

                                   DEFINITIONS

SECTION 1.01. DEFINITIONS.

         As used in this Guarantee Agreement, the terms set forth below shall,
unless the context otherwise requires, have the following meanings. Capitalized
or otherwise defined terms used but not otherwise defined herein shall have the
meanings assigned to such terms in the Trust Agreement as in effect on the date
hereof.

         "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.



         "Event of Default" means a failure by the Guarantor to perform any of
its payment obligations under this Guarantee Agreement.

         "Guarantee Payments" shall mean the following payments or
distributions, without duplication, with respect to the Trust Preferred
Securities, to the extent not paid or made by or on behalf of the Trust: (i) any
accrued and unpaid distributions that are required to be paid on such Trust
Preferred Securities but if and only if and to the extent the Trust has funds
legally and immediately available therefor to make such payment; (ii) the
redemption price, including all accrued and unpaid distributions to the date of
redemption (the "Redemption Price"), with respect to the Trust Preferred
Securities called for redemption by the Trust but if and only if and to the
extent that the Trust has funds legally and immediately available therefor
sufficient to make such payment; and (iii) upon a voluntary or involuntary
dissolution, winding-up or termination of the Trust (other than in connection
with the distribution of Subordinated Debentures to the holders of Trust
Securities or the redemption of all of the Trust Preferred Securities), the
lesser of (a) the aggregate of the liquidation amount and all accrued and unpaid
distributions on the Trust Preferred Securities to the date of payment, to the
extent the Trust has funds legally and immediately available therefor, and (b)
the amount of assets of the Trust remaining available for distribution to
Holders in liquidation of the Trust (in either case, the "Liquidation
Distribution").

         "Holder" shall mean any holder, as registered on the books and records
of the Trust, of any Trust Preferred Securities; provided, however, that in
determining whether the holders of the requisite percentage of Trust Preferred
Securities have given any request, notice, consent or waiver hereunder, "Holder"
shall not include the Guarantor or any Affiliate of the Guarantor.


         "Indenture" means the Subordinated Trust Debt Securities Indenture,
dated as of ________ __, ____, among the Guarantor, as issuer, and ________,
as trustee, as supplemented by the ___ Supplemental Indenture dated as of
_______________, ____, by and between the Guarantor and ___________________
____________________, as trustee.


         "Majority in liquidation amount of Trust Preferred Securities" means a
vote by Holder(s) of Trust Preferred Securities, voting separately as a class,
of more than 50% of the liquidation amount of all Trust Preferred Securities
outstanding at the time of determination.

         "Officers' Certificate" means a certificate signed by the Chairman of
the Board, the Chief Executive Officer, the President or a Vice President, and
by the Treasurer, an Assistant Treasurer, the Controller, the Secretary or an
Assistant Secretary, of the Guarantor, and delivered to the Trustee. Any
Officers' Certificate delivered with respect to compliance with a condition or
covenant provided for in this Guarantee Agreement shall include:

                  (a)      a statement that each officer signing the Officers'
Certificate has read such covenant or condition and the definitions herein
relating thereto;

                  (b)      a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in
the Officers' Certificate are based;

                                       2



                  (c)      a statement that, in the opinion of each such
officer, he has made such examination or investigation as is necessary to enable
him to express an informed opinion as to whether or not such covenant or
condition has been complied with; and

                  (d)      a statement as to whether, in the opinion of each
such officer, such condition or covenant has been complied with.

         "Person" means any individual, corporation, partnership, limited
liability company, joint venture, trust, unincorporated organization or
government or any agency or political subdivision thereof.

         "Responsible Officer" means, with respect to the Trustee, any Vice
President, any Assistant Vice President, the Secretary, any Assistant Secretary,
the Treasurer, any Assistant Treasurer, any Senior Trust Officer, Trust Officer
or Assistant Trust Officer or any other officer of the Corporate Trust
Department of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect
to a particular corporate trust matter, any other officer to whom such matter is
referred because of that officer's knowledge of and familiarity with the
particular subject.

         "Successor Trustee" means a successor Trustee possessing the
qualifications to act as Trustee under Section 4.01.

         "Trust Common Securities" means the securities representing common
undivided beneficial interests in the assets of the Trust.

         "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended.

         "Trust Securities" means the Trust Preferred Securities and the Trust
Common Securities.


         "Trustee" means _______________________________________ until a
Successor Trustee has been appointed and has accepted such appointment pursuant
to the terms of this Guarantee Agreement and thereafter means each such
Successor Trustee.


                                   ARTICLE II

                               TRUST INDENTURE ACT

SECTION 2.01. TRUST INDENTURE ACT; APPLICATION.

                  (a)      This Guarantee Agreement is subject to the provisions
of the Trust Indenture Act that are required to be part of this Guarantee
Agreement and shall, to the extent applicable, be governed by such provisions;
and

                  (b)      If and to the extent that any provision of this
Guarantee Agreement limits, qualifies or conflicts with the duties imposed by
Sections 310 to 317, inclusive, of the Trust Indenture Act, such imposed duties
shall control.

                                       3



SECTION 2.02. LISTS OF HOLDERS OF SECURITIES.

                  (a)      The Guarantor shall furnish or cause to be furnished
to the Trustee (a) semiannually, not later than _____ and _____ in each year, a
list, in such form as the Trustee may reasonably require, of the names and
addresses of the Holders ("List of Holders") as of a date not more than 15 days
prior to the time such list is furnished, and (b) at such other times as the
Trustee may request in writing, within 30 days after the receipt by the
Guarantor of any such request, a List of Holders as of a date not more than 15
days prior to the time such list is furnished; provided that, the Guarantor
shall not be obligated to provide such List of Holders at any time the List of
Holders does not differ from the most recent List of Holders given to the
Trustee by the Guarantor or at any time the Trustee is the Securities Registrar
under the Trust Agreement. The Trustee may destroy any List of Holders
previously given to it on receipt of a new List of Holders.

                  (b)      The Trustee shall comply with its obligations under
Sections 311(a), 311(b) and 312(b) of the Trust Indenture Act. For purposes of
Section 311(b)(4) and (6) of the Trust Indenture Act:

                           (i)      "cash transaction" means any transaction in
         which full payment for goods or securities sold is made within seven
         days after delivery of the goods or securities in currency or in checks
         or other orders drawn upon banks or bankers and payable upon demand;
         and

                           (ii)     "self-liquidating paper" means any draft,
         bill of exchange, acceptance or obligation which is made, drawn,
         negotiated or incurred by the Depositor or the Trust (or any such
         obligor) for the purpose of financing the purchase, processing,
         manufacturing, shipment, storage or sale of goods, wares or merchandise
         and which is secured by documents evidencing title to, possession of,
         or a lien upon, the goods, wares or merchandise or the receivables or
         proceeds arising from the sale of the goods, wares or merchandise
         previously constituting the security, provided the security is received
         by the Property Trustee simultaneously with the creation of the
         creditor relationship with the Depositor or the Trust (or any such
         obligor) arising from the making, drawing, negotiating or incurring of
         the draft, bill of exchange, acceptance or obligation.

SECTION 2.03. REPORTS BY THE TRUSTEE.

         Within 60 days after May 15 of each year commencing _____, _____, the
Trustee shall provide to the Holders of the Trust Preferred Securities such
reports as are required by Section 313(a) of the Trust Indenture Act, if any, in
the form and in the manner provided by Section 313 of the Trust Indenture Act.
The Trustee shall also comply with the other requirements of Section 313 of the
Trust Indenture Act.

SECTION 2.04. PERIODIC REPORTS TO TRUSTEE.

         The Guarantor shall provide to the Trustee such documents, reports and
information as required by Section 314 of the Trust Indenture Act (if any) in
the form, in the manner and at the times required by Section 314 of the Trust
Indenture Act, and shall provide, within 120 days after the end of each fiscal
year of the Guarantor, the compliance certificate required by

                                       4



Section 314(a)(4) of the Trust Indenture Act in the form and in the manner
required by such Section.

SECTION 2.05. EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

         The Guarantor shall provide to the Trustee such evidence of compliance
with any conditions precedent, if any, provided for in this Guarantee Agreement
that relate to any of the matters set forth in Section 314(c) of the Trust
Indenture Act. Any certificate or opinion required to be given by an officer
pursuant to Section 314(c)(1) may be given in the form of an Officers'
Certificate.

SECTION 2.06. EVENTS OF DEFAULT; WAIVER.

         The Holders of a Majority in liquidation amount of Trust Preferred
Securities may, by vote, on behalf of all of the Holders, waive any past Event
of Default and its consequences. Upon such waiver, any such Event of Default
shall cease to exist, and any Event of Default arising therefrom shall be deemed
to have been cured and not to have existed, for every purpose of this Guarantee
Agreement, but no such waiver shall extend to any subsequent or other default or
Event of Default or impair any right consequent thereon.

SECTION 2.07. EVENT OF DEFAULT; NOTICE.

                  (a)      The Trustee shall, within 90 days after the
occurrence of an Event of Default actually known to the Trustee, transmit by
mail, first class postage prepaid, to the Holders, notices of all such Events of
Default, unless such defaults have been cured before the giving of such notice,
provided that the Trustee shall be protected in withholding such notice if and
so long as the board of directors, the executive committee, or a trust committee
of directors and/or Responsible Officers of the Trustee in good faith determines
that the withholding of such notice is in the interests of the Holders.

                  (b)      The Trustee shall not be deemed to have knowledge of
any Event of Default unless the Trustee shall have received written notice, or a
Responsible Officer charged with the administration of the Trust Agreement shall
have obtained written notice, of such Event of Default.

SECTION 2.08. CONFLICTING INTERESTS.

         The Trust Agreement shall be deemed to be specifically described in
this Guarantee Agreement for the purposes of clause (i) of the first proviso
contained in Section 310(b) of the Trust Indenture Act.

                                       5



                                   ARTICLE III

                      POWERS, DUTIES AND RIGHTS OF TRUSTEE

SECTION 3.01. POWERS AND DUTIES OF THE TRUSTEE.

                  (a)      This Guarantee Agreement shall be held by the Trustee
for the benefit of the Holders, and the Trustee shall not transfer this
Guarantee Agreement to any Person except the Trustee shall assign rights
hereunder to a Holder to the extent such assignment is necessary to exercise
such Holder's rights pursuant to Section 5.04 or to a Successor Trustee upon
acceptance by such Successor Trustee of its appointment to act as Successor
Trustee. The right, title and interest of the Trustee shall automatically vest
in any Successor Trustee, and such vesting and cessation of title shall be
effective whether or not conveyancing documents have been executed and delivered
pursuant to the appointment of such Successor Trustee.

                  (b)      If an Event of Default has occurred and is
continuing, the Trustee shall enforce this Guarantee Agreement for the benefit
of the Holders.

                  (c)      The Trustee, before the occurrence of any Event of
Default and after the curing or waiving of all Events of Default that may have
occurred, shall undertake to perform only such duties as are specifically set
forth in this Guarantee Agreement, and no implied covenants shall be read into
this Guarantee Agreement against the Trustee. In case an Event of Default has
occurred (that has not been cured or waived pursuant to Section 2.06), the
Trustee shall exercise such of the rights and powers vested in it by this
Guarantee Agreement, and use the same degree of care and skill in its exercise
thereof, as a prudent person would exercise or use under the circumstances in
the conduct of his or her own affairs.

                  (d)      No provision of this Guarantee Agreement shall be
construed to relieve the Trustee from liability for its own negligent action,
its own negligent failure to act, or its own willful misconduct, except that:

                           (i)      prior to the occurrence of any Event of
Default and after the curing or waiving of all such Events of Default that may
have occurred:

                                    (A)      the duties and obligations of the
                           Trustee shall be determined solely by the express
                           provisions of this Guarantee Agreement, and the
                           Trustee shall not be liable except for the
                           performance of such duties and obligations as are
                           specifically set forth in this Guarantee Agreement;
                           and

                                    (B)      in the absence of bad faith on the
                           part of the Trustee, the Trustee may conclusively
                           rely, as to the truth of the statements and the
                           correctness of the opinions expressed therein, upon
                           any certificates or opinions furnished to the Trustee
                           and conforming to the requirements of this Guarantee
                           Agreement; but in the case of any such certificates
                           or opinions that by any provision hereof are
                           specifically required to be furnished to the Trustee,
                           the Trustee shall be under a duty to examine the

                                       6



                           same to determine whether or not they conform to the
                           requirements of this Guarantee Agreement;

                           (ii)     the Trustee shall not be liable for any
error of judgment made in good faith by a Responsible Officer of the Trustee,
unless it shall be proved that the Trustee was negligent in ascertaining the
pertinent facts upon which such judgment was made;

                           (iii)    the Trustee shall not be liable with respect
to any action taken or omitted to be taken by it in good faith in accordance
with the direction of the Holders of a Majority in liquidation amount of the
Trust Preferred Securities relating to the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred upon the Trustee under this Guarantee Agreement; and

                           (iv)     no provision of this Guarantee Agreement
shall require the Trustee to expend or risk its own funds or otherwise incur
personal financial liability in the performance of any of its duties or in the
exercise of any of its rights or powers, if the Trustee shall have reasonable
grounds for believing that the repayment of such funds or liability is not
reasonably assured to it under the terms of this Guarantee Agreement or adequate
indemnity against such risk or liability is not reasonably assured to it.

SECTION 3.02. CERTAIN RIGHTS OF TRUSTEE.

                  (a)      Subject to the provisions of Section 3.01:

                           (i)      the Trustee may rely and shall be fully
protected in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other paper or
document believed by it to be genuine and to have been signed, sent or presented
by the proper party or parties;

                           (ii)     any direction or act of the Guarantor
contemplated by this Guarantee Agreement shall be sufficiently evidenced by an
Officers' Certificate;

                           (iii)    whenever, in the administration of this
Guarantee Agreement, the Trustee shall deem it desirable that a matter be proved
or established before taking, suffering or omitting any action hereunder, the
Trustee (unless other evidence is herein specifically prescribed) may, in the
absence of bad faith on its part, request and rely upon an Officers' Certificate
which, upon receipt of such request, shall be promptly delivered by the
Guarantor;

                           (iv)     the Trustee may consult with counsel of its
choice, and the written advice or opinion of such counsel with respect to legal
matters shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
accordance with such advice or opinion; such counsel may be counsel to the
Guarantor or any of its Affiliates and may include any of its employees; the
Trustee shall have the right at any time to seek instructions concerning the
administration of this Guarantee Agreement from any court of competent
jurisdiction;

                                       7



                           (v)      the Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this Guarantee Agreement at
the request or direction of any Holder, unless such Holder shall have provided
to the Trustee such adequate security and indemnity as would satisfy a
reasonable person in the position of the Trustee, against the costs, expenses
(including attorneys' fees and expenses) and liabilities that might be incurred
by it in complying with such request or direction, including such reasonable
advances as may be requested by the Trustee; provided that nothing contained in
this Section 3.02(a)(v) shall be taken to relieve the Trustee, upon the
occurrence of an Event of Default, of its obligation to exercise the rights and
powers vested in it by this Guarantee Agreement;

                           (vi)     the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other paper or
document, but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit;

                           (vii)    the Trustee may execute any of the trusts or
powers hereunder or perform any duties hereunder either directly or by or
through agents or attorneys, and the Trustee shall not be responsible for any
misconduct or negligence on the part of any agent or attorney appointed with due
care by it hereunder; and

                           (viii)   whenever in the administration of this
Guarantee Agreement the Trustee shall deem it desirable to receive instructions
with respect to enforcing any remedy or right or taking any other action
hereunder, the Trustee (i) may request instructions from the Holders, (ii) may
refrain from enforcing such remedy or right or taking such other action until
such instructions are received, and (iii) shall be protected in acting in
accordance with such instructions.

                  (b)      No provision of this Guarantee Agreement shall be
deemed to impose any duty or obligation on the Trustee to perform any act or
acts or exercise any right, power, duty or obligation conferred or imposed on it
in any jurisdiction in which it shall be illegal, or in which the Trustee shall
be unqualified or incompetent in accordance with applicable law, to perform any
such act or acts or to exercise any such right, power, duty or obligation. No
permissive power or authority available to the Trustee shall be construed to be
a duty.

SECTION 3.03. COMPENSATION; FEES; INDEMNITY.

         The Guarantor agrees:

                  (a)      to pay to the Trustee from time to time reasonable
compensation for all services rendered by the Trustee hereunder (which
compensation shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust);

                  (b)      except as otherwise expressly provided herein, to
reimburse the Trustee upon request for all reasonable expenses, disbursements
and advances incurred or made by the Trustee in accordance with any provision of
this Guarantee Agreement (including the reasonable compensation and the expenses
and disbursements of its agents and counsel), except any such expense,
disbursement or advance as may be attributable to its negligence or bad faith;
and

                                       8



                  (c)      to indemnify the Trustee for, and to hold the Trustee
harmless against, any and all loss, damage, claims, liability or expense
incurred without negligence or bad faith on its part, arising out of or in
connection with the acceptance or administration of this Guarantee Agreement,
including the costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers or
duties hereunder.

         The provisions of this Section 3.03 shall survive the termination of
this Guarantee Agreement or the resignation or removal of the Trustee.

                                   ARTICLE IV

                                     TRUSTEE

SECTION 4.01. TRUSTEE; ELIGIBILITY.

                  (a)      There shall at all times be a Trustee which shall:

                           (i)      not be an Affiliate of the Guarantor; and

                           (ii)     be a corporation organized and doing
business under the laws of the United States of America or any State or
Territory thereof or of the District of Columbia, or a corporation or Person
permitted by the Securities and Exchange Commission to act as an institutional
trustee under the Trust Indenture Act, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least
$10,000,000, and subject to supervision or examination by Federal, State,
Territorial or District of Columbia authority. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of the supervising or examining authority referred to above, then, for the
purposes of this Section 4.01(a)(ii), the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published.

                  (b)      If at any time the Trustee shall cease to be eligible
to so act under Section 4.01(a), the Trustee shall immediately resign in the
manner and with the effect set out in Section 4.02(c).

                  (c)      If the Trustee has or shall acquire any "conflicting
interest" within the meaning of Section 310(b) of the Trust Indenture Act, the
Trustee and Guarantor shall in all respects comply with the provisions of
Section 310(b) of the Trust Indenture Act, subject to the rights of the Trustee
under the penultimate paragraph thereof.

SECTION 4.02. APPOINTMENT, REMOVAL AND RESIGNATION OF TRUSTEE.

                  (a)      Subject to Section 4.02(b), the Trustee may be
appointed or removed without cause at any time by the Guarantor.

                  (b)      The Trustee shall not be removed until a Successor
Trustee has been appointed and has accepted such appointment by written
instrument executed by such Successor Trustee and delivered to the Guarantor.

                                       9


                  (c)      The Trustee appointed to office shall hold office
until a Successor Trustee shall have been appointed or until its removal or
resignation. The Trustee may resign from office (without need for prior or
subsequent accounting) by an instrument in writing executed by the Trustee and
delivered to the Guarantor, which resignation shall not take effect until a
Successor Trustee has been appointed and has accepted such appointment by
instrument in writing executed by such Successor Trustee and delivered to the
Guarantor and the resigning Trustee.

                  (d)      If no Successor Trustee shall have been appointed and
accepted appointment as provided in this Section 4.02 within 60 days after
delivery to the Guarantor of an instrument of resignation, the resigning Trustee
may petition any court of competent jurisdiction for appointment of a Successor
Trustee. Such court may thereupon, after prescribing such notice, if any, as it
may deem proper, appoint a Successor Trustee.

                                    ARTICLE V

                                    GUARANTEE

SECTION 5.01. GUARANTEE.

         The Guarantor irrevocably and unconditionally agrees to pay in full to
the Holders the Guarantee Payments (without duplication of amounts theretofore
paid by or on behalf of the Trust), as and when due, regardless of any defense,
right of set-off or counterclaim which the Guarantor may have or assert against
any person. The Guarantor's obligation to make a Guarantee Payment may be
satisfied by direct payment of the required amounts by the Guarantor to the
Holders or by causing the Trust to pay such amounts to the Holders.

SECTION 5.02. WAIVER OF NOTICE AND DEMAND.

         The Guarantor hereby waives notice of acceptance of this Guarantee
Agreement and of any liability to which it applies or may apply, presentment,
demand for payment, any right to require a proceeding first against the Trust or
any other Person before proceeding against the Guarantor, protest, notice of
nonpayment, notice of dishonor, notice of redemption and all other notices and
demands.

SECTION 5.03. OBLIGATIONS NOT AFFECTED.

         The obligation of the Guarantor to make the Guarantee Payments under
this Guarantee Agreement shall in no way be affected or impaired by reason of
the happening from time to time of any of the following:

                  (a)      the release or waiver, by operation of law or
otherwise, of the performance or observance by the Trust of any express or
implied agreement, covenant, term or condition relating to the Trust Preferred
Securities to be performed or observed by the Trust;

                  (b)      the extension of time for the payment by the Trust of
all or any portion of the Distributions, Redemption Price, Liquidation
Distribution or any other sums payable under the terms of the Trust Preferred
Securities or the extension of time for the performance of any other obligation
under, arising out of, or in connection with, the Trust Preferred Securities
(other

                                       10



than an extension of time for payment of Distributions, Redemption Price,
Liquidation Distribution or other sum payable that results from the extension of
any interest payment period on the Subordinated Debentures permitted by the
Indenture);

                  (c)      any failure, omission, delay or lack of diligence on
the part of the Holders to enforce, assert or exercise any right, privilege,
power or remedy conferred on the Holders pursuant to the terms of the Trust
Preferred Securities, or any action on the part of the Trust granting indulgence
or extension of any kind;

                  (d)      the voluntary or involuntary liquidation,
dissolution, sale of any collateral, receivership, insolvency, bankruptcy,
assignment for the benefit of creditors, reorganization, arrangement,
composition or readjustment of debt of, or other similar proceedings affecting,
the Trust or any of the assets of the Trust;

                  (e)      any invalidity of, or defect or deficiency in, the
Trust Preferred Securities;

                  (f)      the settlement or compromise of any obligation
guaranteed hereby or hereby incurred; or

                  (g)      any other circumstance whatsoever that might
otherwise constitute a legal or equitable discharge or defense of a guarantor,
it being the intent of this Section 5.03 that the obligations of the Guarantor
hereunder shall be absolute and unconditional under any and all circumstances.

         There shall be no obligation of the Holders to give notice to, or
obtain consent of, the Guarantor with respect to the happening of any of the
foregoing.

SECTION 5.04. RIGHTS OF HOLDERS.

         The Guarantor expressly acknowledges that: (i) this Guarantee Agreement
will be deposited with the Trustee to be held for the benefit of the Holders;
(ii) the Trustee has the right to enforce this Guarantee Agreement on behalf of
the Holders; (iii) the Holders of a Majority in liquidation amount of the Trust
Preferred Securities have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee in respect of
this Guarantee Agreement or to direct the exercise of any trust or power
conferred upon the Trustee under this Guarantee Agreement, provided that such
direction shall not be in conflict with any rule of law or with this Guarantee
Agreement, and could not involve the Trustee in personal liability in
circumstances where reasonable indemnity would not be adequate; and (iv) any
Holder may institute a legal proceeding directly against the Guarantor to
enforce its rights under this Guarantee Agreement, without first instituting a
legal proceeding against or requesting or directing that action be taken by the
Trustee or any other person; it being understood and intended that no one or
more of such Holders shall have any right in any manner whatsoever by virtue of,
or by availing of, any provision of this Guarantee Agreement to affect, disturb
or prejudice the rights of any other of such Holders or to obtain or to seek to
obtain priority or preference over any other of such Holders or to enforce any
right under this Guarantee Agreement, except in the manner herein provided and
for the equal and ratable benefit of all of such Holders.

                                       11



SECTION 5.05. GUARANTEE OF PAYMENT.

         This Guarantee Agreement creates a guarantee of payment and not of
collection. This Guarantee Agreement will not be discharged except by payment of
the Guarantee Payments in full (without duplication) or upon the distribution of
Subordinated Debentures to the Holders in exchange for all of the Trust
Preferred Securities.

SECTION 5.06. SUBROGATION.

         The Guarantor shall be subrogated to all (if any) rights of the Holders
against the Trust in respect of any amounts paid to the Holders by the Guarantor
under this Guarantee Agreement; provided, however, that the Guarantor shall not
(except to the extent required by mandatory provisions of law) be entitled to
enforce or exercise any rights which it may acquire by way of subrogation or any
indemnity, reimbursement or other agreement, in all cases as a result of payment
under this Guarantee Agreement, if, at the time of any such payment, any amounts
of Guarantee Payments are due and unpaid under this Guarantee Agreement. If any
amount shall be paid to the Guarantor in violation of the preceding sentence,
the Guarantor agrees to hold such amount in trust for the Holders and to pay
over such amount to the Holders.

SECTION 5.07. INDEPENDENT OBLIGATIONS.

         The Guarantor acknowledges that its obligations hereunder are
independent of the obligations of the Trust with respect to the Trust Preferred
Securities and that the Guarantor shall be liable as principal and as debtor
hereunder to make Guarantee Payments pursuant to the terms of this Guarantee
Agreement notwithstanding the occurrence of any event referred to in subsections
(a) through (g), inclusive, of Section 5.03 hereof.

                                   ARTICLE VI

                                  SUBORDINATION

SECTION 6.01. SUBORDINATION.

         This Guarantee Agreement will constitute an unsecured obligation of the
Guarantor and will rank (i) subordinate and junior in right of payment to all
other liabilities of the Guarantor, including the Subordinated Debentures,
except those obligations or liabilities made pari passu or subordinate by their
terms, (ii) pari passu with the most senior preferred stock now or hereafter
issued or guaranteed by the Guarantor, and (iii) senior to all common stock of
the Guarantor.

                                   ARTICLE VII

                                   TERMINATION

SECTION 7.01. TERMINATION.

         This Guarantee Agreement shall terminate and be of no further force and
effect upon: (i) full payment of the Redemption Price of all Trust Preferred
Securities, (ii) the distribution of Subordinated Debentures to the Holders in
exchange for all of the Trust Preferred Securities, or

                                       12



(iii) full payment of the amounts payable in accordance with the Trust Agreement
upon liquidation of the Trust. Notwithstanding the foregoing, this Guarantee
Agreement will continue to be effective or will be reinstated, as the case may
be, if at any time any Holder must restore payment of any sums paid with respect
to Trust Preferred Securities or under this Guarantee Agreement.

                                  ARTICLE VIII

                                  MISCELLANEOUS

SECTION 8.01. SUCCESSORS AND ASSIGNS.

         All guarantees and agreements contained in this Guarantee Agreement
shall bind the successors, assigns, receivers, trustees and representatives of
the Guarantor and shall inure to the benefit of the Holders then outstanding.
Except in connection with a consolidation, merger, conveyance, transfer, or
lease involving the Guarantor that is permitted under Article Eight of the
Indenture, the Guarantor shall not assign its obligations hereunder.

SECTION 8.02. AMENDMENTS.

         Except with respect to any changes which do not materially and
adversely affect the rights of Holders (in which case no consent of Holders will
be required), this Guarantee Agreement may only be amended with the prior
approval of the Holders of not less than a majority in liquidation amount of all
the outstanding Trust Preferred Securities. The provisions of Article Six of the
Trust Agreement concerning meetings of Holders shall apply to the giving of such
approval.

SECTION 8.03. NOTICES.

         Any notice, request or other communication required or permitted to be
given hereunder shall be in writing, duly signed by the party giving such
notice, and delivered, telecopied or mailed by first class mail as follows:

                  (a)      if given to the Guarantor, to the address set forth
below or such other address as the Guarantor may give notice of to the Trustee
and the Holders:

                           D.R. Horton, Inc.
                           1901 Ascension Blvd., Suite 100
                           Arlington, Texas 76006
                           Attention: Chief Financial Officer
                           Facsimile No. (817) 856-8252

                  (b)      if given to the Trust, in care of the Trustee, or to
the Trustee at the Trust's (and the Trustee's) address set forth below or such
other address as the Trustee on behalf of the Trust may give notice of to the
Holders:

                                       13



                           DRH Capital Trust II
                           c/o D.R. Horton, Inc.
                           1901 Ascension Blvd., Suite 100
                           Arlington, Texas 76006
                           Attention: Chief Financial Officer
                           Facsimile No. (817) 856-8252

with a copy, in the case of a notice to the Trust (other than a notice from the
Guarantor), to the Guarantor.

                  (c)      if given to any Holder, at the address set forth on
the books and records of the Trust.

         All notices hereunder shall be deemed to have been given when received
in person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid except that if a notice or other document is refused delivery or
cannot be delivered because of a changed address of which no notice was given,
such notice or other document shall be deemed to have been delivered on the date
of such refusal or inability to deliver.

SECTION 8.04. BENEFIT.

         This Guarantee Agreement is solely for the benefit of the Holders and,
subject to Section 3.01(a), is not separately transferable from the Trust
Preferred Securities.

SECTION 8.05. INTERPRETATION.

         In this Guarantee Agreement, unless the context otherwise requires:

                  (a)      capitalized terms used in this Guarantee Agreement
but not defined in the preamble hereto have the respective meanings assigned to
them in Section 1.01;

                  (b)      a term defined anywhere in this Guarantee Agreement
has the same meaning throughout;

                  (c)      all references to "the Guarantee Agreement" or "this
Guarantee Agreement" are to this Guarantee Agreement as modified, supplemented
or amended from time to time;

                  (d)      all references in this Guarantee Agreement to
Articles and Sections are to Articles and Sections of this Guarantee Agreement
unless otherwise specified;

                  (e)      a term defined in the Trust Indenture Act has the
same meaning when used in this Guarantee Agreement unless otherwise defined in
this Guarantee Agreement or unless the context otherwise requires;

                  (f)      a reference to the singular includes the plural and
vice versa; and

                                       14



                  (g)      the masculine, feminine or neuter genders used herein
shall include the masculine, feminine and neuter genders.

SECTION 8.06. GOVERNING LAW.

         THIS GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK. THE
GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND ANY COURT IN THE STATE
OF NEW YORK LOCATED IN THE CITY AND COUNTY OF NEW YORK IN ANY ACTION, SUIT OR
PROCEEDING BROUGHT AGAINST IT AND RELATED TO OR IN CONNECTION WITH THIS
GUARANTEE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY, AND TO THE EXTENT
PERMITTED BY APPLICABLE LAW, THE GUARANTOR HEREBY WAIVES AND AGREES NOT TO
ASSERT BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE IN ANY SUCH SUIT, ACTION OR
PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF
SUCH COURTS, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT
FORUM, THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER, OR THAT
THIS GUARANTEE AGREEMENT OR ANY DOCUMENT OR ANY INSTRUMENT REFERRED TO HEREIN OR
THE SUBJECT MATTER HEREOF MAY NOT BE LITIGATED IN OR BY SUCH COURTS. THE
GUARANTOR AGREES THAT SERVICE OF PROCESS MAY BE MADE UPON IT BY CERTIFIED OR
REGISTERED MAIL TO THE ADDRESS FOR NOTICES SET FORTH IN THIS GUARANTEE AGREEMENT
OR ANY METHOD AUTHORIZED BY THE LAWS OF NEW YORK.

         This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

                      [THIS SPACE INTENTIONALLY LEFT BLANK]

                                       15



         THIS GUARANTEE AGREEMENT is executed as of the day and year first above
written.

                                            D.R. HORTON, INC.

                                            By: ________________________________
                                                Name:
                                                Title:



                                            ____________________________________
                                            as Trustee


                                            By: ________________________________
                                                Name:
                                                Title:

                                       16

EX-4.19

Exhibit 4.19

                           FORM OF GUARANTEE AGREEMENT

                               GUARANTEE AGREEMENT

                                     Between

                                D.R. HORTON, INC.

                                 (as Guarantor)

                                       and


                     _______________________________________


                                  (as Trustee)

                       Dated as of ________________, ____



                               TABLE OF CONTENTS*



                                                                                                                       Page
                                                                                                                       ----
                                                                                                                    
ARTICLE I  DEFINITIONS..........................................................................................        1

                  Section 1.01.         Definitions.............................................................        1

ARTICLE II  TRUST INDENTURE ACT.................................................................................        3

                  Section 2.01.         Trust Indenture Act; Application........................................        3

                  Section 2.02.         Lists of Holders of Securities..........................................        4

                  Section 2.03.         Reports by the Trustee..................................................        4

                  Section 2.04.         Periodic Reports to Trustee.............................................        4

                  Section 2.05.         Evidence of Compliance with Conditions Precedent........................        5

                  Section 2.06.         Events of Default; Waiver...............................................        5

                  Section 2.07.         Event of Default; Notice................................................        5

                  Section 2.08.         Conflicting Interests...................................................        5

ARTICLE III  POWERS, DUTIES AND RIGHTS OF TRUSTEE...............................................................        6

                  Section 3.01.         Powers and Duties of the Trustee........................................        6

                  Section 3.02.         Certain Rights of Trustee...............................................        7

                  Section 3.03.         Compensation; Fees; Indemnity...........................................        8

ARTICLE IV  TRUSTEE.............................................................................................        9

                  Section 4.01.         Trustee; Eligibility....................................................        9

                  Section 4.02.         Appointment, Removal and Resignation of Trustee.........................        9

ARTICLE V  GUARANTEE............................................................................................       10

                  Section 5.01.         Guarantee...............................................................       10


- ---------------

*        This Table of Contents does not constitute part of the Indenture or
         have any bearing upon the interpretation of any of its terms and
         provisions.



                                TABLE OF CONTENTS
                                   (CONTINUED)



                                                                                                                      Page
                                                                                                                      ----
                                                                                                                   
                  Section 5.02.         Waiver of Notice and Demand.............................................       10

                  Section 5.03.         Obligations Not Affected................................................       10

                  Section 5.04.         Rights of Holders.......................................................       11

                  Section 5.05.         Guarantee Of Payment....................................................       12

                  Section 5.06.         Subrogation.............................................................       12

                  Section 5.07.         Independent Obligations.................................................       12

ARTICLE VI  SUBORDINATION.......................................................................................       12

                  Section 6.01.         Subordination...........................................................       12

ARTICLE VII  TERMINATION........................................................................................       12

                  Section 7.01.         Termination.............................................................       12

ARTICLE VIII  MISCELLANEOUS.....................................................................................       13

                  Section 8.01.         Successors and Assigns..................................................       13

                  Section 8.02.         Amendments..............................................................       13

                  Section 8.03.         Notices.................................................................       13

                  Section 8.04.         Benefit.................................................................       14

                  Section 8.05.         Interpretation..........................................................       14

                  Section 8.06.         Governing Law...........................................................       15


                                       ii



                                TABLE OF CONTENTS
                                   (CONTINUED)

                             CROSS-REFERENCE TABLE*



                                                                                                     Page
                                                                                              --------------------
Section of Trust Indenture Act of                                                             Section of Guarantee
         1939, as amended                                                                          Agreement
                                                                                           
310(a).....................................................................................        4.01(a)
310(b).....................................................................................        4.01(c), 2.08
310(c).....................................................................................        Inapplicable
311(a).....................................................................................        2.02(b)
311(b).....................................................................................        2.02(b)
311(c).....................................................................................        Inapplicable
312(a).....................................................................................        2.02(a)
312(b).....................................................................................        2.02(b)
313........................................................................................        2.03
314(a).....................................................................................        2.04
314(b).....................................................................................        Inapplicable
314(c).....................................................................................        2.05
314(d).....................................................................................        Inapplicable
314(e).....................................................................................        1.01, 2.05, 3.02
314(f).....................................................................................        2.01, 3.02
315(a).....................................................................................        3.01(d)
315(b).....................................................................................        2.07
315(c).....................................................................................        3.01
315(d).....................................................................................        3.01(d)
315(e).....................................................................................        Inapplicable
316(a).....................................................................................        5.04(i), 2.06
316(b).....................................................................................        5.03
316(c).....................................................................................        2.02
317(a).....................................................................................        Inapplicable
317(b).....................................................................................        Inapplicable
318(a).....................................................................................        2.01(b)


- -----------------

*        This Cross-Reference Table does not constitute part of the Guarantee
         Agreement and shall not affect the interpretation of any of its terms
         and provisions.

                                      iii



                                TABLE OF CONTENTS
                                   (CONTINUED)



                                                                                                    Page
                                                                                                   ------
                                                                                                
318(b).....................................................................................        2.01
318(c).....................................................................................        2.01(a)


                                       iv


                               GUARANTEE AGREEMENT


         This GUARANTEE AGREEMENT ("Guarantee Agreement"), dated as of
_________, ____ is executed and delivered by D.R. HORTON, INC., a Delaware
corporation (the "Guarantor"), and ______________, as trustee (the "Trustee"),
for the benefit of the Holders (as defined herein) from time to time of the
Trust Preferred Securities (as defined herein) of DRH CAPITAL TRUST III, a
Delaware statutory business trust (the "Trust ").


         WHEREAS, pursuant to an Amended and Restated Trust Agreement (the
"Trust Agreement"), dated as of _______________, ____, among the Trustee, the
other Trustees named therein, and D.R. Horton, Inc., as Depositor, the Trust is
issuing as of the date hereof $___________ aggregate liquidation amount of its
_____% Trust Preferred Securities (the "Trust Preferred Securities")
representing preferred undivided beneficial interests in the assets of the Trust
and having the terms set forth in the Trust Agreement;

         WHEREAS, the Trust Preferred Securities will be issued by the Trust and
the proceeds thereof will be used to purchase Subordinated Debentures (as
defined in the Trust Agreement) of the Guarantor, which will be held by the
Trust as trust assets; and

         WHEREAS, as incentive for the Holders to purchase the Trust Preferred
Securities, the Guarantor desires to irrevocably and unconditionally agree, to
the extent set forth herein, to pay to the Holders the Guarantee Payments (as
defined herein) and to make certain other payments on the terms and conditions
set forth herein.

         NOW, THEREFORE, in consideration of the payment for Trust Preferred
Securities by each Holder thereof, which payment the Guarantor hereby agrees
shall benefit the Guarantor, the Guarantor executes and delivers this Guarantee
Agreement for the benefit of the Holders from time to time of the Trust
Preferred Securities.

                                    ARTICLE I

                                   DEFINITIONS

SECTION 1.01. DEFINITIONS.

         As used in this Guarantee Agreement, the terms set forth below shall,
unless the context otherwise requires, have the following meanings. Capitalized
or otherwise defined terms used but not otherwise defined herein shall have the
meanings assigned to such terms in the Trust Agreement as in effect on the date
hereof.

         "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.



         "Event of Default" means a failure by the Guarantor to perform any of
its payment obligations under this Guarantee Agreement.

         "Guarantee Payments" shall mean the following payments or
distributions, without duplication, with respect to the Trust Preferred
Securities, to the extent not paid or made by or on behalf of the Trust: (i) any
accrued and unpaid distributions that are required to be paid on such Trust
Preferred Securities but if and only if and to the extent the Trust has funds
legally and immediately available therefor to make such payment; (ii) the
redemption price, including all accrued and unpaid distributions to the date of
redemption (the "Redemption Price"), with respect to the Trust Preferred
Securities called for redemption by the Trust but if and only if and to the
extent that the Trust has funds legally and immediately available therefor
sufficient to make such payment; and (iii) upon a voluntary or involuntary
dissolution, winding-up or termination of the Trust (other than in connection
with the distribution of Subordinated Debentures to the holders of Trust
Securities or the redemption of all of the Trust Preferred Securities), the
lesser of (a) the aggregate of the liquidation amount and all accrued and unpaid
distributions on the Trust Preferred Securities to the date of payment, to the
extent the Trust has funds legally and immediately available therefor, and (b)
the amount of assets of the Trust remaining available for distribution to
Holders in liquidation of the Trust (in either case, the "Liquidation
Distribution").

         "Holder" shall mean any holder, as registered on the books and records
of the Trust, of any Trust Preferred Securities; provided, however, that in
determining whether the holders of the requisite percentage of Trust Preferred
Securities have given any request, notice, consent or waiver hereunder, "Holder"
shall not include the Guarantor or any Affiliate of the Guarantor.


         "Indenture" means the Subordinated Trust Debt Securities Indenture,
dated as of ________ __, ____, among the Guarantor, as issuer, and __________
___________________, as trustee, as supplemented by the ___ Supplemental
Indenture dated as of _______________, ____, by and between the Guarantor and
_____________________, as trustee.


         "Majority in liquidation amount of Trust Preferred Securities" means a
vote by Holder(s) of Trust Preferred Securities, voting separately as a class,
of more than 50% of the liquidation amount of all Trust Preferred Securities
outstanding at the time of determination.

         "Officers' Certificate" means a certificate signed by the Chairman of
the Board, the Chief Executive Officer, the President or a Vice President, and
by the Treasurer, an Assistant Treasurer, the Controller, the Secretary or an
Assistant Secretary, of the Guarantor, and delivered to the Trustee. Any
Officers' Certificate delivered with respect to compliance with a condition or
covenant provided for in this Guarantee Agreement shall include:

                  (a)      a statement that each officer signing the Officers'
Certificate has read such covenant or condition and the definitions herein
relating thereto;

                  (b)      a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in
the Officers' Certificate are based;

                                       2



                  (c)      a statement that, in the opinion of each such
officer, he has made such examination or investigation as is necessary to enable
him to express an informed opinion as to whether or not such covenant or
condition has been complied with; and

                  (d)      a statement as to whether, in the opinion of each
such officer, such condition or covenant has been complied with.

         "Person" means any individual, corporation, partnership, limited
liability company, joint venture, trust, unincorporated organization or
government or any agency or political subdivision thereof.

         "Responsible Officer" means, with respect to the Trustee, any Vice
President, any Assistant Vice President, the Secretary, any Assistant Secretary,
the Treasurer, any Assistant Treasurer, any Senior Trust Officer, Trust Officer
or Assistant Trust Officer or any other officer of the Corporate Trust
Department of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect
to a particular corporate trust matter, any other officer to whom such matter is
referred because of that officer's knowledge of and familiarity with the
particular subject.

         "Successor Trustee" means a successor Trustee possessing the
qualifications to act as Trustee under Section 4.01.

         "Trust Common Securities" means the securities representing common
undivided beneficial interests in the assets of the Trust.

         "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended.

         "Trust Securities" means the Trust Preferred Securities and the Trust
Common Securities.


         "Trustee" means __________________________ until a Successor Trustee
has been appointed and has accepted such appointment pursuant to the terms of
this Guarantee Agreement and thereafter means each such Successor Trustee.


                                   ARTICLE II

                               TRUST INDENTURE ACT

SECTION 2.01. TRUST INDENTURE ACT; APPLICATION.

                  (a)      This Guarantee Agreement is subject to the provisions
of the Trust Indenture Act that are required to be part of this Guarantee
Agreement and shall, to the extent applicable, be governed by such provisions;
and

                  (b)      If and to the extent that any provision of this
Guarantee Agreement limits, qualifies or conflicts with the duties imposed by
Sections 310 to 317, inclusive, of the Trust Indenture Act, such imposed duties
shall control.

                                       3



SECTION 2.02. LISTS OF HOLDERS OF SECURITIES.

                  (a)      The Guarantor shall furnish or cause to be furnished
to the Trustee (a) semiannually, not later than _____ and _____ in each year, a
list, in such form as the Trustee may reasonably require, of the names and
addresses of the Holders ("List of Holders") as of a date not more than 15 days
prior to the time such list is furnished, and (b) at such other times as the
Trustee may request in writing, within 30 days after the receipt by the
Guarantor of any such request, a List of Holders as of a date not more than 15
days prior to the time such list is furnished; provided that, the Guarantor
shall not be obligated to provide such List of Holders at any time the List of
Holders does not differ from the most recent List of Holders given to the
Trustee by the Guarantor or at any time the Trustee is the Securities Registrar
under the Trust Agreement. The Trustee may destroy any List of Holders
previously given to it on receipt of a new List of Holders.

                  (b)      The Trustee shall comply with its obligations under
Sections 311(a), 311(b) and 312(b) of the Trust Indenture Act. For purposes of
Section 311(b)(4) and (6) of the Trust Indenture Act:

                           (i)      "cash transaction" means any transaction in
         which full payment for goods or securities sold is made within seven
         days after delivery of the goods or securities in currency or in checks
         or other orders drawn upon banks or bankers and payable upon demand;
         and

                           (ii)     "self-liquidating paper" means any draft,
         bill of exchange, acceptance or obligation which is made, drawn,
         negotiated or incurred by the Depositor or the Trust (or any such
         obligor) for the purpose of financing the purchase, processing,
         manufacturing, shipment, storage or sale of goods, wares or merchandise
         and which is secured by documents evidencing title to, possession of,
         or a lien upon, the goods, wares or merchandise or the receivables or
         proceeds arising from the sale of the goods, wares or merchandise
         previously constituting the security, provided the security is received
         by the Property Trustee simultaneously with the creation of the
         creditor relationship with the Depositor or the Trust (or any such
         obligor) arising from the making, drawing, negotiating or incurring of
         the draft, bill of exchange, acceptance or obligation.

SECTION 2.03. REPORTS BY THE TRUSTEE.

         Within 60 days after May 15 of each year commencing _____, _____, the
Trustee shall provide to the Holders of the Trust Preferred Securities such
reports as are required by Section 313(a) of the Trust Indenture Act, if any, in
the form and in the manner provided by Section 313 of the Trust Indenture Act.
The Trustee shall also comply with the other requirements of Section 313 of the
Trust Indenture Act.

SECTION 2.04. PERIODIC REPORTS TO TRUSTEE.

         The Guarantor shall provide to the Trustee such documents, reports and
information as required by Section 314 of the Trust Indenture Act (if any) in
the form, in the manner and at the times required by Section 314 of the Trust
Indenture Act, and shall provide, within 120 days after the end of each fiscal
year of the Guarantor, the compliance certificate required by

                                       4



Section 314(a)(4) of the Trust Indenture Act in the form and in the manner
required by such Section.

SECTION 2.05. EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

         The Guarantor shall provide to the Trustee such evidence of compliance
with any conditions precedent, if any, provided for in this Guarantee Agreement
that relate to any of the matters set forth in Section 314(c) of the Trust
Indenture Act. Any certificate or opinion required to be given by an officer
pursuant to Section 314(c)(1) may be given in the form of an Officers'
Certificate.

SECTION 2.06. EVENTS OF DEFAULT; WAIVER.

         The Holders of a Majority in liquidation amount of Trust Preferred
Securities may, by vote, on behalf of all of the Holders, waive any past Event
of Default and its consequences. Upon such waiver, any such Event of Default
shall cease to exist, and any Event of Default arising therefrom shall be deemed
to have been cured and not to have existed, for every purpose of this Guarantee
Agreement, but no such waiver shall extend to any subsequent or other default or
Event of Default or impair any right consequent thereon.

SECTION 2.07. EVENT OF DEFAULT; NOTICE.

                  (a)      The Trustee shall, within 90 days after the
occurrence of an Event of Default actually known to the Trustee, transmit by
mail, first class postage prepaid, to the Holders, notices of all such Events of
Default, unless such defaults have been cured before the giving of such notice,
provided that the Trustee shall be protected in withholding such notice if and
so long as the board of directors, the executive committee, or a trust committee
of directors and/or Responsible Officers of the Trustee in good faith determines
that the withholding of such notice is in the interests of the Holders.

                  (b)      The Trustee shall not be deemed to have knowledge of
any Event of Default unless the Trustee shall have received written notice, or a
Responsible Officer charged with the administration of the Trust Agreement shall
have obtained written notice, of such Event of Default.

SECTION 2.08. CONFLICTING INTERESTS.

         The Trust Agreement shall be deemed to be specifically described in
this Guarantee Agreement for the purposes of clause (i) of the first proviso
contained in Section 310(b) of the Trust Indenture Act.

                                       5



                                   ARTICLE III

                      POWERS, DUTIES AND RIGHTS OF TRUSTEE

SECTION 3.01. POWERS AND DUTIES OF THE TRUSTEE.

                  (a)      This Guarantee Agreement shall be held by the Trustee
for the benefit of the Holders, and the Trustee shall not transfer this
Guarantee Agreement to any Person except the Trustee shall assign rights
hereunder to a Holder to the extent such assignment is necessary to exercise
such Holder's rights pursuant to Section 5.04 or to a Successor Trustee upon
acceptance by such Successor Trustee of its appointment to act as Successor
Trustee. The right, title and interest of the Trustee shall automatically vest
in any Successor Trustee, and such vesting and cessation of title shall be
effective whether or not conveyancing documents have been executed and delivered
pursuant to the appointment of such Successor Trustee.

                  (b)      If an Event of Default has occurred and is
continuing, the Trustee shall enforce this Guarantee Agreement for the benefit
of the Holders.

                  (c)      The Trustee, before the occurrence of any Event of
Default and after the curing or waiving of all Events of Default that may have
occurred, shall undertake to perform only such duties as are specifically set
forth in this Guarantee Agreement, and no implied covenants shall be read into
this Guarantee Agreement against the Trustee. In case an Event of Default has
occurred (that has not been cured or waived pursuant to Section 2.06), the
Trustee shall exercise such of the rights and powers vested in it by this
Guarantee Agreement, and use the same degree of care and skill in its exercise
thereof, as a prudent person would exercise or use under the circumstances in
the conduct of his or her own affairs.

                  (d)      No provision of this Guarantee Agreement shall be
construed to relieve the Trustee from liability for its own negligent action,
its own negligent failure to act, or its own willful misconduct, except that:

                           (i)      prior to the occurrence of any Event of
Default and after the curing or waiving of all such Events of Default that may
have occurred:

                                    (A)      the duties and obligations of the
                           Trustee shall be determined solely by the express
                           provisions of this Guarantee Agreement, and the
                           Trustee shall not be liable except for the
                           performance of such duties and obligations as are
                           specifically set forth in this Guarantee Agreement;
                           and

                                    (B)      in the absence of bad faith on the
                           part of the Trustee, the Trustee may conclusively
                           rely, as to the truth of the statements and the
                           correctness of the opinions expressed therein, upon
                           any certificates or opinions furnished to the Trustee
                           and conforming to the requirements of this Guarantee
                           Agreement; but in the case of any such certificates
                           or opinions that by any provision hereof are
                           specifically required to be furnished to the Trustee,
                           the Trustee shall be under a duty to examine the

                                       6



                           same to determine whether or not they conform to the
                           requirements of this Guarantee Agreement;

                           (ii)     the Trustee shall not be liable for any
error of judgment made in good faith by a Responsible Officer of the Trustee,
unless it shall be proved that the Trustee was negligent in ascertaining the
pertinent facts upon which such judgment was made;

                           (iii)    the Trustee shall not be liable with respect
to any action taken or omitted to be taken by it in good faith in accordance
with the direction of the Holders of a Majority in liquidation amount of the
Trust Preferred Securities relating to the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred upon the Trustee under this Guarantee Agreement; and

                           (iv)     no provision of this Guarantee Agreement
shall require the Trustee to expend or risk its own funds or otherwise incur
personal financial liability in the performance of any of its duties or in the
exercise of any of its rights or powers, if the Trustee shall have reasonable
grounds for believing that the repayment of such funds or liability is not
reasonably assured to it under the terms of this Guarantee Agreement or adequate
indemnity against such risk or liability is not reasonably assured to it.

SECTION 3.02. CERTAIN RIGHTS OF TRUSTEE.

                  (a)      Subject to the provisions of Section 3.01:

                           (i)      the Trustee may rely and shall be fully
protected in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other paper or
document believed by it to be genuine and to have been signed, sent or presented
by the proper party or parties;

                           (ii)     any direction or act of the Guarantor
contemplated by this Guarantee Agreement shall be sufficiently evidenced by an
Officers' Certificate;

                           (iii)    whenever, in the administration of this
Guarantee Agreement, the Trustee shall deem it desirable that a matter be proved
or established before taking, suffering or omitting any action hereunder, the
Trustee (unless other evidence is herein specifically prescribed) may, in the
absence of bad faith on its part, request and rely upon an Officers' Certificate
which, upon receipt of such request, shall be promptly delivered by the
Guarantor;

                           (iv)     the Trustee may consult with counsel of its
choice, and the written advice or opinion of such counsel with respect to legal
matters shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
accordance with such advice or opinion; such counsel may be counsel to the
Guarantor or any of its Affiliates and may include any of its employees; the
Trustee shall have the right at any time to seek instructions concerning the
administration of this Guarantee Agreement from any court of competent
jurisdiction;

                                       7



                           (v)      the Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this Guarantee Agreement at
the request or direction of any Holder, unless such Holder shall have provided
to the Trustee such adequate security and indemnity as would satisfy a
reasonable person in the position of the Trustee, against the costs, expenses
(including attorneys' fees and expenses) and liabilities that might be incurred
by it in complying with such request or direction, including such reasonable
advances as may be requested by the Trustee; provided that nothing contained in
this Section 3.02(a)(v) shall be taken to relieve the Trustee, upon the
occurrence of an Event of Default, of its obligation to exercise the rights and
powers vested in it by this Guarantee Agreement;

                           (vi)     the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other paper or
document, but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit;

                           (vii)    the Trustee may execute any of the trusts or
powers hereunder or perform any duties hereunder either directly or by or
through agents or attorneys, and the Trustee shall not be responsible for any
misconduct or negligence on the part of any agent or attorney appointed with due
care by it hereunder; and

                           (viii)   whenever in the administration of this
Guarantee Agreement the Trustee shall deem it desirable to receive instructions
with respect to enforcing any remedy or right or taking any other action
hereunder, the Trustee (i) may request instructions from the Holders, (ii) may
refrain from enforcing such remedy or right or taking such other action until
such instructions are received, and (iii) shall be protected in acting in
accordance with such instructions.

                  (b)      No provision of this Guarantee Agreement shall be
deemed to impose any duty or obligation on the Trustee to perform any act or
acts or exercise any right, power, duty or obligation conferred or imposed on it
in any jurisdiction in which it shall be illegal, or in which the Trustee shall
be unqualified or incompetent in accordance with applicable law, to perform any
such act or acts or to exercise any such right, power, duty or obligation. No
permissive power or authority available to the Trustee shall be construed to be
a duty.

SECTION 3.03. COMPENSATION; FEES; INDEMNITY.

         The Guarantor agrees:

                  (a)      to pay to the Trustee from time to time reasonable
compensation for all services rendered by the Trustee hereunder (which
compensation shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust);

                  (b)      except as otherwise expressly provided herein, to
reimburse the Trustee upon request for all reasonable expenses, disbursements
and advances incurred or made by the Trustee in accordance with any provision of
this Guarantee Agreement (including the reasonable compensation and the expenses
and disbursements of its agents and counsel), except any such expense,
disbursement or advance as may be attributable to its negligence or bad faith;
and

                                       8



                  (c)      to indemnify the Trustee for, and to hold the Trustee
harmless against, any and all loss, damage, claims, liability or expense
incurred without negligence or bad faith on its part, arising out of or in
connection with the acceptance or administration of this Guarantee Agreement,
including the costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers or
duties hereunder.

         The provisions of this Section 3.03 shall survive the termination of
this Guarantee Agreement or the resignation or removal of the Trustee.

                                   ARTICLE IV

                                     TRUSTEE

SECTION 4.01. TRUSTEE; ELIGIBILITY.

                  (a)      There shall at all times be a Trustee which shall:

                           (i)      not be an Affiliate of the Guarantor; and

                           (ii)     be a corporation organized and doing
business under the laws of the United States of America or any State or
Territory thereof or of the District of Columbia, or a corporation or Person
permitted by the Securities and Exchange Commission to act as an institutional
trustee under the Trust Indenture Act, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least
$10,000,000, and subject to supervision or examination by Federal, State,
Territorial or District of Columbia authority. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of the supervising or examining authority referred to above, then, for the
purposes of this Section 4.01(a)(ii), the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published.

                  (b)      If at any time the Trustee shall cease to be eligible
to so act under Section 4.01(a), the Trustee shall immediately resign in the
manner and with the effect set out in Section 4.02(c).

                  (c)      If the Trustee has or shall acquire any "conflicting
interest" within the meaning of Section 310(b) of the Trust Indenture Act, the
Trustee and Guarantor shall in all respects comply with the provisions of
Section 310(b) of the Trust Indenture Act, subject to the rights of the Trustee
under the penultimate paragraph thereof.

SECTION 4.02. APPOINTMENT, REMOVAL AND RESIGNATION OF TRUSTEE.

                  (a)      Subject to Section 4.02(b), the Trustee may be
appointed or removed without cause at any time by the Guarantor.

                  (b)      The Trustee shall not be removed until a Successor
Trustee has been appointed and has accepted such appointment by written
instrument executed by such Successor Trustee and delivered to the Guarantor.

                                       9



                  (c)      The Trustee appointed to office shall hold office
until a Successor Trustee shall have been appointed or until its removal or
resignation. The Trustee may resign from office (without need for prior or
subsequent accounting) by an instrument in writing executed by the Trustee and
delivered to the Guarantor, which resignation shall not take effect until a
Successor Trustee has been appointed and has accepted such appointment by
instrument in writing executed by such Successor Trustee and delivered to the
Guarantor and the resigning Trustee.

                  (d)      If no Successor Trustee shall have been appointed and
accepted appointment as provided in this Section 4.02 within 60 days after
delivery to the Guarantor of an instrument of resignation, the resigning Trustee
may petition any court of competent jurisdiction for appointment of a Successor
Trustee. Such court may thereupon, after prescribing such notice, if any, as it
may deem proper, appoint a Successor Trustee.

                                    ARTICLE V

                                    GUARANTEE

SECTION 5.01. GUARANTEE.

         The Guarantor irrevocably and unconditionally agrees to pay in full to
the Holders the Guarantee Payments (without duplication of amounts theretofore
paid by or on behalf of the Trust), as and when due, regardless of any defense,
right of set-off or counterclaim which the Guarantor may have or assert against
any person. The Guarantor's obligation to make a Guarantee Payment may be
satisfied by direct payment of the required amounts by the Guarantor to the
Holders or by causing the Trust to pay such amounts to the Holders.

SECTION 5.02. WAIVER OF NOTICE AND DEMAND.

         The Guarantor hereby waives notice of acceptance of this Guarantee
Agreement and of any liability to which it applies or may apply, presentment,
demand for payment, any right to require a proceeding first against the Trust or
any other Person before proceeding against the Guarantor, protest, notice of
nonpayment, notice of dishonor, notice of redemption and all other notices and
demands.

SECTION 5.03. OBLIGATIONS NOT AFFECTED.

         The obligation of the Guarantor to make the Guarantee Payments under
this Guarantee Agreement shall in no way be affected or impaired by reason of
the happening from time to time of any of the following:

                  (a)      the release or waiver, by operation of law or
otherwise, of the performance or observance by the Trust of any express or
implied agreement, covenant, term or condition relating to the Trust Preferred
Securities to be performed or observed by the Trust;

                  (b)      the extension of time for the payment by the Trust of
all or any portion of the Distributions, Redemption Price, Liquidation
Distribution or any other sums payable under the terms of the Trust Preferred
Securities or the extension of time for the performance of any other obligation
under, arising out of, or in connection with, the Trust Preferred Securities
(other

                                       10



than an extension of time for payment of Distributions, Redemption Price,
Liquidation Distribution or other sum payable that results from the extension of
any interest payment period on the Subordinated Debentures permitted by the
Indenture);

                  (c)      any failure, omission, delay or lack of diligence on
the part of the Holders to enforce, assert or exercise any right, privilege,
power or remedy conferred on the Holders pursuant to the terms of the Trust
Preferred Securities, or any action on the part of the Trust granting indulgence
or extension of any kind;

                  (d)      the voluntary or involuntary liquidation,
dissolution, sale of any collateral, receivership, insolvency, bankruptcy,
assignment for the benefit of creditors, reorganization, arrangement,
composition or readjustment of debt of, or other similar proceedings affecting,
the Trust or any of the assets of the Trust;

                  (e)      any invalidity of, or defect or deficiency in, the
Trust Preferred Securities;

                  (f)      the settlement or compromise of any obligation
guaranteed hereby or hereby incurred; or

                  (g)      any other circumstance whatsoever that might
otherwise constitute a legal or equitable discharge or defense of a guarantor,
it being the intent of this Section 5.03 that the obligations of the Guarantor
hereunder shall be absolute and unconditional under any and all circumstances.

         There shall be no obligation of the Holders to give notice to, or
obtain consent of, the Guarantor with respect to the happening of any of the
foregoing.

SECTION 5.04. RIGHTS OF HOLDERS.

         The Guarantor expressly acknowledges that: (i) this Guarantee Agreement
will be deposited with the Trustee to be held for the benefit of the Holders;
(ii) the Trustee has the right to enforce this Guarantee Agreement on behalf of
the Holders; (iii) the Holders of a Majority in liquidation amount of the Trust
Preferred Securities have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee in respect of
this Guarantee Agreement or to direct the exercise of any trust or power
conferred upon the Trustee under this Guarantee Agreement, provided that such
direction shall not be in conflict with any rule of law or with this Guarantee
Agreement, and could not involve the Trustee in personal liability in
circumstances where reasonable indemnity would not be adequate; and (iv) any
Holder may institute a legal proceeding directly against the Guarantor to
enforce its rights under this Guarantee Agreement, without first instituting a
legal proceeding against or requesting or directing that action be taken by the
Trustee or any other person; it being understood and intended that no one or
more of such Holders shall have any right in any manner whatsoever by virtue of,
or by availing of, any provision of this Guarantee Agreement to affect, disturb
or prejudice the rights of any other of such Holders or to obtain or to seek to
obtain priority or preference over any other of such Holders or to enforce any
right under this Guarantee Agreement, except in the manner herein provided and
for the equal and ratable benefit of all of such Holders.

                                       11



SECTION 5.05. GUARANTEE OF PAYMENT.

         This Guarantee Agreement creates a guarantee of payment and not of
collection. This Guarantee Agreement will not be discharged except by payment of
the Guarantee Payments in full (without duplication) or upon the distribution of
Subordinated Debentures to the Holders in exchange for all of the Trust
Preferred Securities.

SECTION 5.06. SUBROGATION.

         The Guarantor shall be subrogated to all (if any) rights of the Holders
against the Trust in respect of any amounts paid to the Holders by the Guarantor
under this Guarantee Agreement; provided, however, that the Guarantor shall not
(except to the extent required by mandatory provisions of law) be entitled to
enforce or exercise any rights which it may acquire by way of subrogation or any
indemnity, reimbursement or other agreement, in all cases as a result of payment
under this Guarantee Agreement, if, at the time of any such payment, any amounts
of Guarantee Payments are due and unpaid under this Guarantee Agreement. If any
amount shall be paid to the Guarantor in violation of the preceding sentence,
the Guarantor agrees to hold such amount in trust for the Holders and to pay
over such amount to the Holders.

SECTION 5.07. INDEPENDENT OBLIGATIONS.

         The Guarantor acknowledges that its obligations hereunder are
independent of the obligations of the Trust with respect to the Trust Preferred
Securities and that the Guarantor shall be liable as principal and as debtor
hereunder to make Guarantee Payments pursuant to the terms of this Guarantee
Agreement notwithstanding the occurrence of any event referred to in subsections
(a) through (g), inclusive, of Section 5.03 hereof.

                                   ARTICLE VI

                                  SUBORDINATION

SECTION 6.01. SUBORDINATION.

         This Guarantee Agreement will constitute an unsecured obligation of the
Guarantor and will rank (i) subordinate and junior in right of payment to all
other liabilities of the Guarantor, including the Subordinated Debentures,
except those obligations or liabilities made pari passu or subordinate by their
terms, (ii) pari passu with the most senior preferred stock now or hereafter
issued or guaranteed by the Guarantor, and (iii) senior to all common stock of
the Guarantor.

                                   ARTICLE VII

                                   TERMINATION

SECTION 7.01. TERMINATION.

         This Guarantee Agreement shall terminate and be of no further force and
effect upon: (i) full payment of the Redemption Price of all Trust Preferred
Securities, (ii) the distribution of Subordinated Debentures to the Holders in
exchange for all of the Trust Preferred Securities, or

                                       12



(iii) full payment of the amounts payable in accordance with the Trust Agreement
upon liquidation of the Trust. Notwithstanding the foregoing, this Guarantee
Agreement will continue to be effective or will be reinstated, as the case may
be, if at any time any Holder must restore payment of any sums paid with respect
to Trust Preferred Securities or under this Guarantee Agreement.

                                  ARTICLE VIII

                                  MISCELLANEOUS

SECTION 8.01. SUCCESSORS AND ASSIGNS.

         All guarantees and agreements contained in this Guarantee Agreement
shall bind the successors, assigns, receivers, trustees and representatives of
the Guarantor and shall inure to the benefit of the Holders then outstanding.
Except in connection with a consolidation, merger, conveyance, transfer, or
lease involving the Guarantor that is permitted under Article Eight of the
Indenture, the Guarantor shall not assign its obligations hereunder.

SECTION 8.02. AMENDMENTS.

         Except with respect to any changes which do not materially and
adversely affect the rights of Holders (in which case no consent of Holders will
be required), this Guarantee Agreement may only be amended with the prior
approval of the Holders of not less than a majority in liquidation amount of all
the outstanding Trust Preferred Securities. The provisions of Article Six of the
Trust Agreement concerning meetings of Holders shall apply to the giving of such
approval.

SECTION 8.03. NOTICES.

         Any notice, request or other communication required or permitted to be
given hereunder shall be in writing, duly signed by the party giving such
notice, and delivered, telecopied or mailed by first class mail as follows:

                  (a)      if given to the Guarantor, to the address set forth
below or such other address as the Guarantor may give notice of to the Trustee
and the Holders:

                           D.R. Horton, Inc.
                           1901 Ascension Blvd., Suite 100
                           Arlington, Texas 76006
                           Attention: Chief Financial Officer
                           Facsimile No. (817) 856-8252

                  (b)      if given to the Trust, in care of the Trustee, or to
the Trustee at the Trust's (and the Trustee's) address set forth below or such
other address as the Trustee on behalf of the Trust may give notice of to the
Holders:

                                       13



                           DRH Capital Trust III
                           c/o D.R. Horton, Inc.
                           1901 Ascension Blvd., Suite 100
                           Arlington, Texas 76006
                           Attention: Chief Financial Officer
                           Facsimile No. (817) 856-8252

with a copy, in the case of a notice to the Trust (other than a notice from the
Guarantor), to the Guarantor.

                  (c)      if given to any Holder, at the address set forth on
the books and records of the Trust.

         All notices hereunder shall be deemed to have been given when received
in person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid except that if a notice or other document is refused delivery or
cannot be delivered because of a changed address of which no notice was given,
such notice or other document shall be deemed to have been delivered on the date
of such refusal or inability to deliver.

SECTION 8.04. BENEFIT.

         This Guarantee Agreement is solely for the benefit of the Holders and,
subject to Section 3.01(a), is not separately transferable from the Trust
Preferred Securities.

SECTION 8.05. INTERPRETATION.

         In this Guarantee Agreement, unless the context otherwise requires:

                  (a)      capitalized terms used in this Guarantee Agreement
but not defined in the preamble hereto have the respective meanings assigned to
them in Section 1.01;

                  (b)      a term defined anywhere in this Guarantee Agreement
has the same meaning throughout;

                  (c)      all references to "the Guarantee Agreement" or "this
Guarantee Agreement" are to this Guarantee Agreement as modified, supplemented
or amended from time to time;

                  (d)      all references in this Guarantee Agreement to
Articles and Sections are to Articles and Sections of this Guarantee Agreement
unless otherwise specified;

                  (e)      a term defined in the Trust Indenture Act has the
same meaning when used in this Guarantee Agreement unless otherwise defined in
this Guarantee Agreement or unless the context otherwise requires;

                  (f)      a reference to the singular includes the plural and
vice versa; and

                                       14



                  (g)      the masculine, feminine or neuter genders used herein
shall include the masculine, feminine and neuter genders.

SECTION 8.06. GOVERNING LAW.

         THIS GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK. THE
GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND ANY COURT IN THE STATE
OF NEW YORK LOCATED IN THE CITY AND COUNTY OF NEW YORK IN ANY ACTION, SUIT OR
PROCEEDING BROUGHT AGAINST IT AND RELATED TO OR IN CONNECTION WITH THIS
GUARANTEE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY, AND TO THE EXTENT
PERMITTED BY APPLICABLE LAW, THE GUARANTOR HEREBY WAIVES AND AGREES NOT TO
ASSERT BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE IN ANY SUCH SUIT, ACTION OR
PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF
SUCH COURTS, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT
FORUM, THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER, OR THAT
THIS GUARANTEE AGREEMENT OR ANY DOCUMENT OR ANY INSTRUMENT REFERRED TO HEREIN OR
THE SUBJECT MATTER HEREOF MAY NOT BE LITIGATED IN OR BY SUCH COURTS. THE
GUARANTOR AGREES THAT SERVICE OF PROCESS MAY BE MADE UPON IT BY CERTIFIED OR
REGISTERED MAIL TO THE ADDRESS FOR NOTICES SET FORTH IN THIS GUARANTEE AGREEMENT
OR ANY METHOD AUTHORIZED BY THE LAWS OF NEW YORK.

         This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

                      [THIS SPACE INTENTIONALLY LEFT BLANK]

                                       15



         THIS GUARANTEE AGREEMENT is executed as of the day and year first above
written.

                                      D.R. HORTON, INC.

                                      By:
                                          ______________________________________
                                          Name:
                                          Title:


                                      __________________________________________
                                      as Trustee


                                      By:
                                          ______________________________________
                                           Name:
                                           Title:

                                       16

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     We consent to the reference to our firm under the caption “Experts” in Amendment No. 2 to the Registration Statement (Form S-3 No. 333-117531) and related Prospectus of D.R. Horton, Inc. for the registration of an aggregate maximum of $2,000,000,000 of its debt securities, preferred stock, depositary shares, common stock, warrants, stock purchase contracts and units, and trust securities and to the incorporation by reference therein of our report dated November 7, 2003, with respect to the consolidated financial statements of D.R. Horton, Inc. included in its Annual Report (Form 10-K) for the year ended September 30, 2003, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Fort Worth, Texas
August 8, 2004