8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  June 17, 2003

NVR, INC.

(Exact name of registrant as specified in its charter)

VIRGINIA	1-12378	54-1394360
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

7601 Lewinsville Road, Suite 300 McLean, Virginia (Address of principal executive offices) 22102 (Zip Code)

Registrant’s telephone number, including area code:  (703) 761-2000

Not applicable

(Former name or former address, if changed since last report)

Item 5.    Other Events

On June 17, 2003, NVR, Inc. issued $200,000,000 aggregate principal amount of 5% Senior Notes due 2010 pursuant to an underwriting agreement, dated as of June 12, 2003, between NVR, Inc. and Credit Suisse First Boston LLC, as representative of the several underwriters named therein.

Item 7.    Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired

Not applicable

(b) Pro Forma Financial Information

Not applicable

(c) Exhibits

Exhibit	Document
1.1	Underwriting Agreement, dated as of June 12, 2003, between NVR, Inc. and Credit Suisse First Boston LLC, as representative of the several underwriters named therein
4.1	Fourth Supplemental Indenture, dated June 17, 2003, between NVR, Inc. and U.S. Bank Trust National Association, as trustee, including the form of global note evidencing the 5% Senior Notes due 2010
5.1	Opinion of Hogan & Hartson L.L.P. regarding the legality of the 5% Senior Notes due 2010
12.1	Statement of Computation of Ratios of Earnings to Combined Fixed Charges
23.1	Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1)

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NVR, INC.
Date:  June 17, 2003	By:	/s/ Paul C. Saville
		Paul C. Saville Executive Vice President Finance, Chief Financial Officer and Treasurer

3

EXHIBIT INDEX

Exhibit	Document
1.1	Underwriting Agreement, dated as of June 12, 2003, between NVR, Inc. and Credit Suisse First Boston LLC, as representative of the several underwriters named therein
4.1	Fourth Supplemental Indenture, dated June 17, 2003, between NVR, Inc. and U.S. Bank Trust National Association, as successor to The Bank of New York, as trustee, including the form of global note evidencing the 5% Senior Note due 2010
5.1	Opinion of Hogan & Hartson L.L.P. regarding the legality of the 5% Senior Notes due 2010
12.1	Statement of Computation of Ratios of Earnings to Combined Fixed Charges
23.1	Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1)

4

EX-1.1

                                                                 EXECUTION COPY

                                                                    Exhibit 1.1

                                  $200,000,000

                                    NVR, Inc.

                            5% Senior Notes due 2010

                             UNDERWRITING AGREEMENT

                                                                  June 12, 2003


CREDIT SUISSE FIRST BOSTON LLC,
  As Representative of the several Underwriters,

    Eleven Madison Avenue,
      New York, N.Y. 10010-3629

Dear Sirs:

         1. Introductory. NVR, Inc., a Virginia corporation ("Company"),
proposes to issue and sell $200,000,000 principal amount of its 5% Senior Notes
due 2010 ("Offered Securities"), to be issued under an indenture, dated as of
April 14, 1998 (the "Base Indenture"), between the Company and U.S. Bank Trust
National Association, successor to The Bank of New York, as trustee (the
"Trustee"), as supplemented by a Supplemental Indenture (the "Supplemental
Indenture" and, together with the Base Indenture, the "Indenture"), between the
Company and the Trustee. The Company hereby agrees with the several Underwriters
named in Schedule A hereto ("Underwriters") as follows:

         2. Representations and Warranties of the Company. The Company
represents and warrants to, and agrees with, the several Underwriters that:

              (a) A registration statement (No. 333-44515), including a
         prospectus, relating to the Offered Securities has been filed with the
         Securities and Exchange Commission ("Commission") and has become
         effective. Such registration statement, as amended at the time of this
         Agreement, is hereinafter referred to as the "Registration Statement",
         and the prospectus included in such Registration Statement, as
         supplemented to reflect the terms of the Offered Securities and the
         terms of offering thereof, as first filed with the Commission pursuant
         to and in accordance with Rule 424(b) ("Rule 424(b)") under the
         Securities Act of 1933 ("Act"), including all material incorporated by
         reference therein, is hereinafter referred to as the "Prospectus". No
         document has been or will be prepared or distributed in reliance on
         Rule 434 under the Act.

              (b) On its effective date, the Registration Statement conformed in
         all respects to the requirements of the Act, the Trust Indenture Act of
         1939 ("Trust Indenture Act") and the rules and regulations of the
         Commission ("Rules and Regulations") and did not include any untrue
         statement of a material fact or omit to state any material fact
         required to be stated therein or necessary to make the statements
         therein not misleading, and on the date of this Agreement, the
         Registration Statement conforms, and at the time of filing the
         Prospectus pursuant to Rule 424(b), the Registration Statement and the
         Prospectus will conform, in all material respects to the requirements
         of the Act, the Trust Indenture Act and the rules and regulations of
         the Commission thereunder (the "Rules and Regulations"), and neither of
         such documents, as of their respective dates, as of the date of this

                                        1



         Agreementand of the Closing Date include or will include any
         untrue statement of a material fact or omit or will omit to state any
         material fact required to be stated therein or necessary to make the
         statements therein not misleading, except that the foregoing does not
         apply to statements in or omissions from any of such documents based
         upon written information furnished to the Company by any Underwriter
         through the Representative, specifically for use therein. The
         documents incorporated by reference in the Prospectus, when they
         became effective or were filed with the Commission, as the case may
         be, conformed in all material respects with the requirements of the
         Act or the Securities Exchange Act of 1934 ("Exchange Act"), as
         applicable, and the Rules and Regulations.

              (c) The Company has been duly incorporated and is an existing
         corporation in good standing under the laws of the State of Virginia,
         with power and authority (corporate and other) to own and lease its
         properties and conduct its business as described in the Prospectus; and
         the Company is duly qualified to do business as a foreign corporation
         in good standing in all other jurisdictions in which its ownership or
         lease of property or the conduct of its business requires such
         qualification, except where the failure to so qualify does not have a
         material adverse effect on the financial condition, business,
         properties or results of operations of the Company and its subsidiaries
         taken as a whole ("Material Adverse Effect").

              (d) Each subsidiary of the Company has been duly incorporated and
         is an existing corporation in good standing under the laws of the
         jurisdiction of its incorporation, with power and authority (corporate
         and other) to own and lease its properties and conduct its business as
         described in the Prospectus; and each subsidiary of the Company is duly
         qualified to do business as a foreign corporation in good standing in
         all other jurisdictions in which its ownership or lease of property or
         the conduct of its business requires such qualification, except where
         the failure to so qualify does not have a Material Adverse Effect; all
         of the issued and outstanding capital stock of each subsidiary of the
         Company has been duly authorized and validly issued and is fully paid
         and nonassessable; and the capital stock of each subsidiary owned by
         the Company, directly or through subsidiaries, is owned free from
         liens, encumbrances and defects.

              (e) The Base Indenture has been duly authorized and has been duly
         qualified under the Trust Indenture Act; the Offered Securities have
         been duly authorized; and when the Supplemental Indenture has been duly
         executed and delivered by the Company and the Trustee and the Offered
         Securities have been issued and authenticated in accordance with the
         Indenture and delivered and paid for pursuant to this Agreement on the
         Closing Date (as defined below), the Indenture will have been duly
         executed and delivered, such Offered Securities will have been duly
         executed, authenticated, issued and delivered and will conform to the
         description thereof contained in the Prospectus and the Indenture and
         such Offered Securities will constitute valid and legally binding
         obligations of the Company, enforceable in accordance with their 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.

              (f) Except as disclosed in the Prospectus, there are no contracts,
         agreements or understandings between the Company and any person that
         would give rise to a valid claim against the Company or any Underwriter
         for a brokerage commission, finder's fee or other like payment in
         connection with this offering.

              (g) There are no contracts, agreements or understandings between
         the Company and any person granting such person the right to require
         the Company to file a registration statement under the Act with respect
         to any securities of the Company owned or to be owned by such person or
         to require the Company to include such securities in the securities
         registered pursuant to the Registration Statement or in any securities
         being registered pursuant to any other registration statement filed by
         the Company under the Act.

                                        2



              (h) No consent, approval, authorization, or order of, or filing
         with, any governmental agency or body or any court is required for the
         consummation of the transactions contemplated by this Agreement in
         connection with the issuance and sale of the Offered Securities by the
         Company, except such as have been obtained and made under the Act and
         the Trust Indenture Act and such as may be required under state
         securities laws and except for the filing of the Prospectus under Rule
         424(b).

              (i) The execution, delivery and performance of the Indenture and
         this Agreement, and the issuance and sale of the Offered Securities and
         compliance with the terms and provisions thereof will not result in a
         breach or violation of any of the terms and provisions of, or
         constitute a default under, any statute, any rule, regulation or order
         of any governmental agency or body or any court, domestic or foreign,
         having jurisdiction over the Company or any subsidiary of the Company
         or any of their properties, or any agreement or instrument to which the
         Company or any such subsidiary is a party or by which the Company or
         any such subsidiary is bound or to which any of the properties of the
         Company or any such subsidiary is subject, or the charter or by-laws of
         the Company or any such subsidiary, which breach, violation or default
         would, if continued, have a Material Adverse Effect, and the Company
         has full power and authority to authorize, issue and sell the Offered
         Securities as contemplated by this Agreement.

              (j) This Agreement has been duly authorized, executed and
         delivered by the Company.

              (k) Except as disclosed in the Prospectus, the Company and its
         subsidiaries have good and marketable title to all real properties and
         all other properties and assets owned by them, in each case free from
         liens, encumbrances and defects that would materially affect the value
         thereof or materially interfere with the use made or to be made thereof
         by them; and except as disclosed in the Prospectus, the Company and its
         subsidiaries hold any leased real or personal property under valid and
         enforceable leases with no exceptions that would materially interfere
         with the use made or to be made thereof by them.

              (l) The Company and its subsidiaries possess adequate
         certificates, authorities or permits issued by appropriate governmental
         agencies or bodies necessary to conduct the business now operated by
         them and have not received any notice of proceedings relating to the
         revocation or modification of any such certificate, authority or permit
         that, if determined adversely to the Company or any of its
         subsidiaries, would individually or in the aggregate have a Material
         Adverse Effect.

              (m) No labor dispute with the employees of the Company or any
         subsidiary exists or, to the knowledge of the Company, is imminent that
         might have a Material Adverse Effect.

              (n) The Company and its subsidiaries own, possess or can acquire
         on reasonable terms, adequate trademarks, trade names and other rights
         to inventions, know-how, patents, copyrights, confidential information
         and other intellectual property (collectively, "intellectual property
         rights") necessary to conduct the business now operated by them, or
         presently employed by them, and have not received any notice of
         infringement of or conflict with asserted rights of others with respect
         to any intellectual property rights that, if determined adversely to
         the Company or any of its subsidiaries, would individually or in the
         aggregate have a Material Adverse Effect.

              (o) Except as disclosed in the Prospectus, neither the Company nor
         any of its subsidiaries is in violation of any statute, any rule,
         regulation, decision or order of any governmental agency or body or any
         court, domestic or foreign, relating to the use, disposal or release of
         hazardous or toxic substances or relating to the protection or
         restoration of the environment or human exposure to hazardous or toxic
         substances (collectively, "environmental laws"), owns or operates any
         real property contaminated with any substance that is subject to any
         environmental laws, is liable for any off-site disposal or
         contamination pursuant to any environmental laws, or is subject to any
         claim relating to any environmental laws, which violation,
         contamination, liability or claim would

                                       3



         individually or in the aggregate have a Material Adverse Effect; and
         the Company is not aware of any pending investigation which might lead
         to such a claim.

              (p) Except as disclosed in the Prospectus, there are no pending
         actions, suits or proceedings against or affecting the Company, any of
         its subsidiaries or any of their respective properties that, if
         determined adversely to the Company or any of its subsidiaries, would
         individually or in the aggregate have a Material Adverse Effect, or
         would materially and adversely affect the ability of the Company to
         perform its obligations under the Indenture or this Agreement, or which
         are otherwise material in the context of the sale of the Offered
         Securities; and no such actions, suits or proceedings are threatened
         or, to the Company's knowledge, contemplated.

              (q) The financial statements included in the Registration
         Statement and the Prospectus present fairly the financial position of
         the Company and its consolidated subsidiaries as of the dates shown and
         their results of operations and cash flows for the periods shown, and,
         except as otherwise disclosed in the Prospectus, such financial
         statements have been prepared in conformity with the generally accepted
         accounting principles in the United States applied on a consistent
         basis and the schedules included in the Registration Statement present
         fairly the information required to be stated therein; and the
         assumptions used in preparing the pro forma financial statements
         included in the Registration Statement and the Prospectus provide a
         reasonable basis for presenting the significant effects directly
         attributable to the transactions or events described therein, any
         related pro forma adjustments give appropriate effect to those
         assumptions, and the pro forma columns therein reflect the proper
         application of those adjustments to the corresponding historical
         financial statement amounts.

              (r) Except as disclosed in the Prospectus, since the date of the
         latest financial statements included in the Prospectus there has been
         no material adverse change, nor any development or event involving a
         prospective Material Adverse Effect, and, except as disclosed in or
         contemplated by the Prospectus, there has been no dividend or
         distribution of any kind declared, paid or made by the Company on any
         class of its capital stock.

              (s) The Company is subject to the reporting requirements of either
         Section 13 or Section 15(d) of the Securities Exchange Act of 1934 and
         files reports with the Commission on the Electronic Data Gathering,
         Analysis, and Retrieval (EDGAR) system.

              (t) The Company is not and, after giving effect to the offering
         and sale of the Offered Securities and the application of the proceeds
         thereof as described in the Prospectus, will not be an "investment
         company" as defined in the Investment Company Act of 1940.

              (u) Neither the Company nor any of its affiliates does business
         with the government of Cuba or with any person or affiliate located in
         Cuba within the meaning of Section 517.075, Florida Statutes and the
         Company agrees to comply with such Section if prior to the completion
         of the distribution of the Offered Securities it commences doing such
         business.

         3. Purchase, Sale and Delivery of Offered Securities. On the basis of
the representations, warranties and agreements herein contained, but subject to
the terms and conditions herein set forth, the Company agrees to sell to the
Underwriters, and the Underwriters agree to purchase from the Company, at a
purchase price of 100% the principal amounts of Offered Securities set forth
opposite the names of the Underwriters in Schedule A hereto.

         The Company will deliver the Offered Securities to the Representative
for the accounts of the Underwriters, against payment of the purchase price the
Offered Securities in the form of one or more permanent global Securities in
definitive form (the "Global Securities") deposited with the Trustee as
custodian for The Depository Trust Company ("DTC") and registered in the name of
Cede & Co., as nominee for DTC. Interests in any permanent global Securities
will be held only in book-entry form through DTC, except in the limited
circumstances described in the Prospectus. The closing shall take place

                                        4



at the office of Latham & Watkins LLP at 9:00 A.M., (New York time), on June 17,
2003, or at such other time not later than seven full business days thereafter
as Credit Suisse First Boston LLC ("CSFB") and the Company determine, such time
being herein referred to as the "Closing Date." At the closing, payment for the
Offered Securities shall be made by the Underwriters to the Company by wire
transfer of immediately available funds to a bank account designated by the
Company, against delivery to the Trustee as custodian for DTC of the Global
Securities representing all of the Offered Securities. The Global Securities
will be made available for checking at the above office of Latham & Watkins LLP
at least 24 hours prior to the Closing Date.

         4. Offering by Underwriter. It is understood that the several
Underwriters propose to offer the Offered Securities for sale to the public as
set forth in the Prospectus.

         5. Certain Agreements of the Company. The Company agrees with the
several Underwriters that:

              (a) The Company will file the Prospectus with the Commission
         pursuant to and in accordance with Rule 424(b)(2) (or, if applicable,
         subparagraph (5)) not later than the second business day following the
         execution and delivery of this Agreement.

              (b) The Company will advise CSFB promptly of any proposal to amend
         or supplement the Registration Statement or the Prospectus and will
         afford CSFB a reasonable opportunity to comment on any such proposed
         amendment or supplement; and the Company will also advise CSFB promptly
         of the filing of any such amendment or supplement and of the
         institution by the Commission of any stop order proceedings in respect
         of the Registration Statement or of any part thereof and will use its
         best efforts to prevent the issuance of any such stop order and to
         obtain as soon as possible its lifting, if issued.

              (c) If, at any time when a prospectus relating to the Offered
         Securities is required to be delivered under the Act in connection with
         sales by any Underwriter or dealer, any event occurs as a result of
         which the Prospectus as then amended or supplemented would include an
         untrue statement of a material fact or omit to state any material fact
         necessary to make the statements therein, in the light of the
         circumstances under which they were made, not misleading, or if it is
         necessary at any time to amend the Prospectus to comply with the Act,
         the Company promptly will notify CSFB of such event and will promptly
         prepare and file with the Commission, at its own expense, an amendment
         or supplement which will correct such statement or omission or an
         amendment which will effect such compliance. Neither the CSFB's consent
         to, nor the Underwriters' delivery of, any such amendment or supplement
         shall constitute a waiver of any of the conditions set forth in Section
         6 hereof.

              (d) As soon as practicable, but not later than 16 months, after
         the date of this Agreement, the Company will make generally available
         to its securityholders an earnings statement covering a period of at
         least 12 months beginning after the later of (i) the effective date of
         the registration statement relating to the Offered Securities, (ii) the
         effective date of the most recent post-effective amendment to the
         Registration Statement to become effective prior to the date of this
         Agreement and (iii) the date of the Company's most recent Annual Report
         on Form 10-K filed with the Commission prior to the date of this
         Agreement, which will satisfy the provisions of Section 11(a) of the
         Act.

              (e) The Company will furnish to the Representative copies of the
         Registration Statement in the form it became effective (two of which
         will include all exhibits but none of the incorporated documents) and
         of all amendments thereto, any related preliminary prospectus, any
         related preliminary prospectus supplement, and, so long as a prospectus
         relating to the Offered Securities is required to be delivered under
         the Act in connection with sales by any Underwriter or dealer, the
         Prospectus and all amendments and supplements to such documents, in
         each case in such quantities as CSFB requests. The Prospectus shall be
         so furnished on or prior to 3:00 P.M., New York time, on June 16, 2003.
         All other documents shall be so furnished as soon as available.

                                       5



              (f) The Company will arrange for the qualification of the Offered
         Securities for sale and the determination of their eligibility for
         investment under the laws of such jurisdictions as CSFB designates and
         will continue such qualifications in effect so long as required for the
         distribution.

              (g) The Company will pay all expenses incident to the performance
         of its obligations under this Agreement, for any filing fees and other
         expenses (including fees and disbursements of counsel) incurred in
         connection with qualification of the Offered Securities for sale under
         the laws of such jurisdictions as CSFB designates and the printing of
         memoranda relating thereto, for any fees charged by investment rating
         agencies for the rating of the Offered Securities, for any travel
         expenses of the Company's officers and employees and any other expenses
         of the Company in connection with attending or hosting meetings with
         prospective purchasers of the Offered Securities and for expenses
         incurred in distributing preliminary prospectuses, preliminary
         prospectus supplements and the Prospectus (including any amendments and
         supplements thereto) to the Underwriter.

         6. Conditions of the Obligations of the Underwriters. The obligations
of the several Underwriters to purchase and pay for the Offered Securities on
the Closing Date will be subject to the accuracy of the representations and
warranties on the part of the Company herein, to the accuracy of the statements
of Company officers made pursuant to the provisions hereof, to the performance
by the Company of its obligations hereunder and to the following additional
conditions precedent:

              (a) On or prior to the Closing Date, the Representative shall have
         received a letter, dated the date of delivery thereof, of KPMG LLP
         confirming that they are independent public accountants within the
         meaning of the Act and the applicable published Rules and Regulations
         thereunder and stating to the effect that:

                  (i) in their opinion the financial statements and any
                  schedules and any summary of earnings examined by them and
                  included in the Prospectus comply as to form in all material
                  respects with the applicable accounting requirements of the
                  Act and the related published Rules and Regulations;

                  (ii) they have performed the procedures specified by the
                  American Institute of Certified Public Accountants for a
                  review of interim financial information as described in
                  Statement of Auditing Standards No. 71, Interim Financial
                  Information, on any unaudited financial statements included in
                  the Registration Statement;

                  (iii) on the basis of the review referred to in clause (ii)
                  above, a reading of the latest available interim financial
                  statements of the Company, inquiries of officials of the
                  Company who have responsibility for financial and accounting
                  matters and other specified procedures, nothing came to their
                  attention that caused them to believe that:

                                    (A) the unaudited financial statements, if
                           any, and any summary of earnings included in the
                           Prospectus do not comply as to form in all material
                           respects with the applicable accounting requirements
                           of the Act and the related published Rules and
                           Regulations or any material modifications should be
                           made to such unaudited financial statements and
                           summary of earnings for them to be in conformity with
                           generally accepted accounting principles;

                                    (B) if any unaudited "capsule" information
                           is contained in the Prospectus, the unaudited
                           consolidated net sales, net operating income, net
                           income and net income per share amounts or other
                           amounts constituting such "capsule" information and
                           described in such letter do not agree with the
                           corresponding amounts set forth in the unaudited
                           consolidated financial statements or were not
                           determined on a basis substantially consistent with
                           that of the corresponding amounts in the audited
                           statements of income;

                                       6



                                    (C) at the date of the latest available
                           balance sheet read by such accountants, or at a
                           subsequent specified date not more than three
                           business days prior to the date of the such letter,
                           there was any change in the capital stock or any
                           increase in short-term indebtedness or long-term debt
                           of the Company and its consolidated subsidiaries or,
                           at the date of the latest available balance sheet
                           read by such accountants, there was any decrease in
                           consolidated net current assets or net assets, as
                           compared with amounts shown on the latest balance
                           sheet included in the Prospectus; or

                                    (D) for the period from the closing date of
                           the latest income statement included in the
                           Prospectus to the closing date of the latest
                           available income statement read by such accountants
                           there were any decreases, as compared with the
                           corresponding period of the previous year, in
                           consolidated net sales, net operating income, per
                           share amounts of consolidated income before
                           extraordinary items or net income or in the ratio of
                           earnings to fixed charges;

                  except in all cases set forth in clauses (C) and (D) above for
                  changes, increases or decreases which the Prospectus discloses
                  have occurred or may occur or which are described in such
                  letter; and

                      (iv) they have compared specified dollar amounts (or
                  percentages derived from such dollar amounts) and other
                  financial information contained in the Prospectus (in each
                  case to the extent that such dollar amounts, percentages and
                  other financial information are derived from the general
                  accounting records of the Company and its subsidiaries subject
                  to the internal controls of the Company's accounting system or
                  are derived directly from such records by analysis or
                  computation) with the results obtained from inquiries, a
                  reading of such general accounting records and other
                  procedures specified in such letter and have found such dollar
                  amounts, percentages and other financial information to be in
                  agreement with such results, except as otherwise specified in
                  such letter.

         All financial statements and schedules included in material
         incorporated by reference into the Prospectus shall be deemed included
         in the Prospectus for purposes of this subsection.

                  (b) The Prospectus shall have been filed with the Commission
         in accordance with the Rules and Regulations and Section 5(a) of this
         Agreement. No stop order suspending the effectiveness of the
         Registration Statement or of any part thereof shall have been issued
         and no proceedings for that purpose shall have been instituted or, to
         the knowledge of the Company or any Underwriter, shall be contemplated
         by the Commission.

                  (c) Subsequent to the execution and delivery of this
         Agreement, there shall not have occurred (i) any change, or any
         development or event involving a prospective change, in the condition
         (financial or other), business, properties or results of operations of
         the Company and its subsidiaries taken as one enterprise which, in the
         judgment of a majority in interest of the Underwriters, including the
         Representative, is material and adverse and makes it impractical or
         inadvisable to proceed with completion of the public offering or the
         sale of and payment for the Offered Securities; (ii) any downgrading in
         the rating of any debt securities of the Company by any "nationally
         recognized statistical rating organization" (as defined for purposes of
         Rule 436(g) under the Act), or any public announcement that any such
         organization has under surveillance or review its rating of any debt
         securities of the Company (other than an announcement with positive
         implications of a possible upgrading, and no implication of a possible
         downgrading, of such rating) or any announcement that the Company has
         been placed on negative outlook; (iii) any change in U.S. or
         international financial, political or economic conditions or currency
         exchange rates or exchange controls as would, in the judgment of the
         Underwriter, be likely to prejudice materially the success of the
         proposed issue, sale or distribution of the Offered Securities, whether

                                       7



         in the primary market or in respect of dealings in the secondary
         market; (iv) any material suspension or material limitation of trading
         in securities generally on the New York Stock Exchange, or any setting
         of minimum prices for trading on such exchange, or any suspension of
         trading of any securities of the Company on any exchange or in the
         over-the-counter market; (v) any banking moratorium declared by U.S.
         Federal or New York authorities; (vi) any major disruption of
         settlements of securities or clearance services in the United States
         or (vii) any attack on, outbreak or escalation of hostilities or act
         of terrorism involving the United States, any declaration of war by
         Congress or any other national or international calamity or emergency
         if, in the judgment of the Underwriter, the effect of any such attack,
         outbreak, escalation, act, declaration, calamity or emergency makes it
         impractical or inadvisable to proceed with completion of the public
         offering or the sale of and payment for the Offered Securities.

                  (d) The Representative shall have received an opinion, dated
         such Closing Date, of Hogan & Hartson L.L.P., counsel for the Company,
         substantially to the effect that:

                           (i) The Company is validly existing as a corporation
                  and in good standing under the laws of the Commonwealth of
                  Virginia as of the Closing Date. The Company has the corporate
                  power to own and lease its current properties and to conduct
                  its business as described in the Prospectus. The Company is
                  authorized to transact business as a foreign corporation in
                  the jurisdictions set forth in the foreign qualification
                  certificates as specified in the opinion as of the Closing
                  Date.

                           (ii) Each of the Company's subsidiaries listed on
                  Exhibit 21 to the Company's Annual Report on Form 10-K for the
                  fiscal year ended December 31, 2002 (each a "Subsidiary"), is
                  validly existing as a corporation and in good standing under
                  the corporation law of the jurisdiction of its incorporation
                  as of the Closing Date. Each Subsidiary has the corporate
                  power to own and lease its current properties and to conduct
                  its business as described in the Prospectus. Each Subsidiary
                  is authorized to transact business as a foreign corporation in
                  the jurisdictions in the foreign qualification certificates as
                  specified in the opinion as of the Closing Date. The issued
                  and outstanding capital stock of each Subsidiary has been duly
                  authorized and, assuming receipt of consideration therefor as
                  provided in resolutions authorizing issuance thereof of the
                  board of directors of each such Subsidiary, is validly issued,
                  fully paid and nonassessable under the corporation law of its
                  jurisdiction of incorporation, and, are owned of record by the
                  Company or a subsidiary of the Company, except as described in
                  the Prospectus.

                           (iii) The Indenture has been duly authorized,
                  executed and delivered on behalf of the Company and (assuming
                  due authorization, execution and delivery by the Trustee)
                  constitutes a valid and binding obligation of the Company,
                  enforceable against the Company 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. The Indenture has been qualified
                  under the Trust Indenture Act. The Offered Securities have
                  been duly authorized by the Company, and, when issued and
                  authenticated in the manner provided for in the Indenture and
                  delivered against payment in accordance with this Agreement,
                  will constitute valid and binding obligations of the Company,
                  enforceable against the Company in accordance with their
                  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.

                                 (iv) To such counsel's knowledge, there are no
                  holders of securities of the Company who, by reason of the
                  filing of the Registration Statement under the Securities Act,
                  have the right to request that the Company register under the
                  Securities Act the securities held by them.

                                       8



                           (v) No approval or consent of, or registration or
                  filing with, any federal agency or any State of New York or
                  Commonwealth of Virginia government agency under applicable
                  federal, New York or Virginia law is required to be obtained
                  or made by the Company in connection with the execution,
                  delivery and performance of this Agreement on the Closing Date
                  by the Company and the issuance and sale of the Offered
                  Securities on the Closing Date by the Company.

                           (vi) The execution, delivery and performance on the
                  Closing Date by the Company of the Indenture and this
                  Agreement, including compliance with the terms and provisions
                  thereof and the issuance and sale of the Offered Securities on
                  the Closing Date, do not (i) violate any provision of
                  applicable federal, New York or Virginia law, (ii) to such
                  counsel's knowledge, violate any court or administrative
                  order, judgment, or decree that names the Company or any of
                  its Subsidiaries and is specifically directed to them or any
                  of their property, (iii) breach or constitute a default under
                  any agreement filed as an exhibit to the annual report on Form
                  10-K of the Company for the fiscal year ended December 31,
                  2002 and the report on Form 10-Q of the Company for the
                  quarter ended March 31, 2003, or (iv) violate the articles or
                  certificate of incorporation or by-laws of the Company or any
                  Subsidiary.

                           (vii) The Company has the corporate power under its
                  articles of incorporation and the General Corporation Law of
                  the Commonwealth of Virginia to execute and deliver this
                  Agreement and to consummate the transactions contemplated by
                  this Agreement, including, without limitation, the issuance
                  and sale of the Offered Securities as provided in this
                  Agreement.

                           (viii) The Registration Statement has become
                  effective under the Act, the required filings of the
                  Prospectus pursuant to Rule 424(b) have been made in the
                  manner and within the time period required by Rule 424(b),
                  and, to the knowledge of such counsel, no stop order
                  suspending the effectiveness of the Registration Statement or
                  suspending or preventing the use of the Prospectus has been
                  issued and no proceedings for that purpose have been
                  instituted or are threatened by the Commission.

                           (ix) The Registration Statement and the Prospectus,
                  excluding documents incorporated by reference therein, as of
                  their respective effective or issue dates, complied as to form
                  in all material respects with the requirements of the Act and
                  the Rules and Regulations thereunder (except for the financial
                  statements and supporting schedules and other financial
                  information or data included or incorporated by reference
                  therein, and the exhibits to the Registration Statement and
                  the Statement of Eligibility of the Trustee on Form T-1, as to
                  which no opinion is rendered). The documents incorporated by
                  reference in the Registration Statement and the Prospectus
                  (except for the financial statements and supporting schedules
                  and other financial information or data included or
                  incorporated by reference therein, and the exhibits to the
                  Registration Statement and the Statement of Eligibility of the
                  Trustee on Form T-1, as to which no opinion is rendered), at
                  the time they were filed with the Securities and Exchange
                  Commission, complied as to form in all material respects with
                  the requirements of the Exchange Act and the Rules and
                  Regulations thereunder.

                           (x) This Agreement has been duly authorized, executed
                  and delivered on behalf of the Company.

                           In addition to the foregoing opinions, such counsel
                  shall state that, during the course of the preparation of the
                  Registration Statement, they participated in conferences with
                  officers and other representatives of the Company, with
                  representatives of the independent public accountants of the
                  Company and with the Underwriter and the Underwriter's
                  representatives, and while such counsel has not undertaken to
                  determine

                                        9



         independently, and does not assume any responsibility for, the
         accuracy, completeness, or fairness of the statements in the
         Registration Statement or Prospectus, on the basis of these
         conferences and such counsel's activities as counsel to the Company in
         connection with the Registration Statement, no facts have come to such
         counsel's attention which cause such counsel to believe that (i) the
         Registration Statement, at the time it became effective or as of the
         date of this Agreement, contained an untrue statement of a material
         fact or omitted to state a material fact required to be stated therein
         or necessary to make the statements therein not misleading, or that
         the Prospectus, as of the date of this Agreement or as of the Closing
         Date, contained or contains an untrue statement of a material fact or
         omitted or omits to state a material fact necessary in order to make
         the statements therein, in the light of the circumstances under which
         they were made, not misleading, (ii) there are any legal or
         governmental proceedings pending or threatened against the Company
         that are required to be disclosed in the Registration Statement or the
         Prospectus, other than those disclosed therein, or (iii) there are any
         contracts or documents of a character required to be described in the
         Registration Statement or the Prospectus or to be filed as exhibits to
         the Registration Statement that are not described or referred to
         therein or so filed; provided that in making the foregoing statements
         (which shall not constitute an opinion), such counsel does not need to
         express any views as to the financial statements and supporting
         schedules and other financial information and data included or
         incorporated by reference in or omitted from the Registration
         Statement or the Prospectus, or the Statement of Eligibility of the
         Trustee on Form T-1.

                  (e) The Representative shall have received from Latham &
         Watkins LLP, counsel for the Underwriters, such opinion or opinions,
         dated such Closing Date, with respect to matters as the Representative
         may require, and the Company shall have furnished to such counsel such
         documents as they request for the purpose of enabling them to pass upon
         such matters.

                  (f) The Representative shall have received a certificate,
         dated such Closing Date, of the President or any Vice President and a
         principal financial or accounting officer of the Company in which such
         officers, to the best of their knowledge, shall state that the
         representations and warranties of the Company in this Agreement are
         true and correct in all material respects, that the Company has
         complied with all material agreements and satisfied all conditions on
         its part to be performed or satisfied hereunder at or prior to such
         Closing Date, that no stop order suspending the effectiveness of the
         Registration Statement or of any part thereof has been issued and no
         proceedings for that purpose have been instituted or are contemplated
         by the Commission and that, subsequent to the date of the most recent
         financial statements in the Prospectus, there has been no material
         adverse change, nor any development or event involving a prospective
         material adverse change, in the financial condition, business,
         properties or results of operations of the Company and its subsidiaries
         taken as a whole except as set forth in or contemplated by the
         Prospectus or as described in such certificate.

         The Company will furnish the Representative with such conformed copies
of such opinions, certificates, letters and documents as the Representative
reasonably requests. CSFB may in its sole discretion waive on behalf of the
Underwriters compliance with any conditions to the obligations of the
Underwriters hereunder, whether in respect of an Optional Closing Date or
otherwise.

         7. Indemnification and Contribution. (a) The Company will indemnify and
hold harmless each Underwriter, its partners, directors and officers and each
person, if any, who controls such Underwriter within the meaning of Section 15
of the Act, against any losses, claims, damages or liabilities, joint or
several, to which the Underwriter may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the Registration Statement,
the Prospectus, or any amendment or supplement thereto, or any related
preliminary prospectus or preliminary prospectus supplement, or arise out of or
are based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and will reimburse each Underwriter for any legal or other expenses
reasonably incurred by such Underwriter

                                       10



in connection with investigating or defending any such loss, claim, damage,
liability or action as such expenses are incurred; provided, however, that the
Company will not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement in or omission or alleged omission from any of such
documents in reliance upon and in conformity with written information furnished
to the Company by any Underwriter specifically for use therein, it being
understood and agreed that the only such information furnished by any
Underwriter consists of the information described as such in subsection (b)
below.

         (b) Each Underwriter will severally and not jointly indemnify and hold
harmless the Company, its directors and officers and each person, if any who
controls the Company within the meaning of Section 15 of the Act, against any
losses, claims, damages or liabilities to which the Company may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
the Registration Statement, the Prospectus, or any amendment or supplement
thereto, or any related preliminary prospectus or preliminary prospectus
supplement, or arise out of or are based upon the omission or the alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Company by such Underwriter
through the Representative specifically for use therein, and will reimburse any
legal or other expenses reasonably incurred by the Company in connection with
investigating or defending any such loss, claim, damage, liability or action as
such expenses are incurred, it being understood and agreed that the only such
information furnished by any Underwriter consists of the third paragraph under
the caption "Underwriting" in the Prospectus Supplement (concerning selling
concessions and discounts) and the seventh and eighth paragraphs under the
caption "Underwriting" in the Prospectus Supplement (concerning the secondary
market making activities regarding stabilization and syndicate covering
transactions by the Underwriters).

         (c) Promptly after receipt by an indemnified party under this Section
of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under
subsection (a) or (b) above, notify the indemnifying party of the commencement
thereof; but the omission so to notify the indemnifying party will not relieve
it from any liability which it may have to any indemnified party otherwise than
under subsection (a) or (b) above. In case any such action is brought against
any indemnified party and it notifies the indemnifying party of the commencement
thereof, the indemnifying party will be entitled to participate therein and, to
the extent that it may wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel satisfactory to such
indemnified party (who shall not, except with the consent of the indemnified
party, be counsel to the indemnifying party), and after notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof, the indemnifying party will not be liable to such indemnified
party under this Section for any legal or other expenses subsequently incurred
by such indemnified party in connection with the defense thereof other than
reasonable costs of investigation. No indemnifying party shall, without the
prior written consent of the indemnified party, effect any settlement of any
pending or threatened action in respect of which any indemnified party is or
could have been a party and indemnity could have been sought hereunder by such
indemnified party unless such settlement (i) includes an unconditional release
of such indemnified party from all liability on any claims that are the subject
matter of such action and (ii) does not include a statement as to, or an
admission of, fault, culpability or a failure to act by or on behalf of an
indemnified party.

         (d) If the indemnification provided for in this Section is unavailable
or insufficient to hold harmless an indemnified party under subsection (a) or
(b) above, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of the losses, claims, damages or
liabilities referred to in subsection (a) or (b) above (i) in such proportion as
is appropriate to reflect the relative benefits received by the Company on the
one hand and the Underwriters on the other from the offering of the Securities
or (ii) if the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the Company on the one hand and the Underwriters on the

                                       11



other in connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one hand
and the Underwriters on the other shall be deemed to be in the same proportion
as the total net proceeds from the offering (before deducting expenses) received
by the Company bear to the total underwriting discounts and commissions received
by the Underwriters. The relative fault shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by the Company or the Underwriters and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such untrue statement or omission. The amount paid by an indemnified
party as a result of the losses, claims, damages or liabilities referred to in
the first sentence of this subsection (d) shall be deemed to include any legal
or other expenses reasonably incurred by such indemnified party in connection
with investigating or defending any action or claim which is the subject of this
subsection (d). Notwithstanding the provisions of this subsection (d), no
Underwriter shall not be required to contribute any amount in excess of the
amount by which the total price at which the Securities underwritten by it and
distributed to the public were offered to the public exceeds the amount of any
damages which such Underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Underwriters' obligations in
the subsection (d) to contribute are several in proportion to their respective
underwriting obligations and not joint.

         (e) The obligations of the Company under this Section shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls the
Underwriter within the meaning of the Act; and the obligations of the
Underwriters under this Section shall be in addition to any liability which the
respective Underwriters may otherwise have and shall extend, upon the same terms
and conditions, to each director of the Company, to each officer of the Company
who has signed the Registration Statement and to each person, if any, who
controls the Company within the meaning of the Act.

         8. Default of Underwriters. If any Underwriter or Underwriters default
in their obligations to purchase Offered Securities hereunder on the Closing
Date and the aggregate principal amount of Offered Securities that such
defaulting Underwriter or Underwriters agreed but failed to purchase does not
exceed 10% of the total principal amount of Offered Securities that the
Underwriters are obligated to purchase on such Closing Date, CSFB may make
arrangements satisfactory to the Company for the purchase of such Offered
Securities by other persons, including any of the Underwriters, but if no such
arrangements are made by such Closing Date, the non-defaulting Underwriters
shall be obligated severally, in proportion to their respective commitments
hereunder, to purchase the Offered Securities that such defaulting Underwriters
agreed but failed to purchase on such Closing Date. If any Underwriter or
Underwriters so default and the aggregate principal amount of Offered Securities
with respect to which such default or defaults occur exceeds 10% of the total
principal amount of Offered Securities that the Underwriters are obligated to
purchase on such Closing Date and arrangements satisfactory to CSFB and the
Company for the purchase of such Offered Securities by other persons are not
made within 36 hours after such default, this Agreement will terminate without
liability on the part of any non-defaulting Underwriter or the Company, except
as provided in Section 9. As used in this Agreement, the term "Underwriter"
includes any person substituted for an Underwriter under this Section. Nothing
herein will relieve a defaulting Underwriter from liability for its default.

         9. Survival of Certain Representations and Obligations. The respective
indemnities, agreements, representations, warranties and other statements of the
Company or its officers and of the several Underwriter set forth in or made
pursuant to this Agreement will remain in full force and effect, regardless of
any investigation, or statement as to the results thereof, made by or on behalf
of any Underwriter, the Company or any of their respective representatives,
officers or directors or any controlling person, and will survive delivery of
and payment for the Offered Securities. If for any reason the purchase of the
Offered Securities by the Underwriters is not consummated, the Company shall
remain responsible for the expenses to be paid or reimbursed by it pursuant to
Section 5 and the respective obligations of the Company and the

                                       12



Underwriters pursuant to Section 7 shall remain in effect, and if any Offered
Securities have been purchased hereunder the representations and warranties in
Section 2 and all obligations under Section 5 shall also remain in effect. If
the purchase of the Offered Securities by the Underwriters is not consummated
for any reason other than solely because of the occurrence of any event
specified in clause (iii), (iv), (v), (vi) or (vii) of Section 6(c), the Company
will reimburse the Underwriters for all out-of-pocket expenses (including fees
and disbursements of counsel) reasonably incurred by it in connection with the
offering of the Offered Securities.

         10. Notices. All communications hereunder will be in writing and, if
sent to the Underwriters, will be mailed, delivered or telegraphed and confirmed
to the Representative, c/o Credit Suisse First Boston LLC, Eleven Madison
Avenue, New York, N.Y. 10010-3629, Attention: Transactions Advisory Group, or,
if sent to the Company, will be mailed, delivered or telegraphed and confirmed
to it at 7601 Lewinsville Road, Suite 300, McLean, Virginia 22102, Attention:
Chief Financial Officer.

         11. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the officers
and directors and controlling persons referred to in Section 7, and no other
person will have any right or obligation hereunder.

         12. Representation of Underwriters. The Representative will act for the
several Underwriters in connection with this financing, and any action under
this Agreement taken by the Representative will be binding upon all the
Underwriters.

         13. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.

         14. Applicable Law. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York, without regard to
principles of conflicts of laws.

         The Company hereby submits to the non-exclusive jurisdiction of the
Federal and state courts in the Borough of Manhattan in The City of New York in
any suit or proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby.

                                       13



         If the foregoing is in accordance with the Representative's
understanding of our agreement, kindly sign and return to the Company one of the
counterparts hereof, whereupon it will become a binding agreement between the
Company and the several Underwriters in accordance with its terms.

                                    Very truly yours,

                                    NVR, INC.

                                    By: /s/ Paul C. Saville
                                        -----------------------------
                                    Name: Paul C. Saville
                                    Title: Executive Vice President &
                                           Chief Financial Officer

The foregoing Underwriting Agreement is hereby
confirmed and accepted as of the date first above
written.

     CREDIT SUISSE FIRST BOSTON LLC

     By: /s/ Beth May
         ------------------------
     Name: Beth May
     Title: Managing Director



         Acting on behalf of itself and as the
         Representative of the several
         Underwriters.

                                       14






                                   SCHEDULE A



                                                            Principal Amount of
            Underwriter                                     Offered Securities
            -----------                                     ------------------
Credit Suisse First Boston LLC ............................    $130,000,000
Banc One Capital Markets, Inc.                                 $ 60,000,000
Comerica Securities, Inc.                                      $ 10,000,000
                                                               ------------
                           Total ..........................    $200,000,000
                                                               ============

                                       15

EX-4.1

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

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

                                                                     Exhibit 4.1


                                    NVR, INC.

                                       AND

                      U.S. BANK TRUST NATIONAL ASSOCIATION,
                         a national banking association,
                                     Trustee

                            5% Senior Notes due 2010


                          FOURTH SUPPLEMENTAL INDENTURE


                            Dated as of June 17, 2003

                                       TO

                                    INDENTURE

                           Dated as of April 14, 1998


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

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









                                TABLE OF CONTENTS

                        ARTICLE I. CREATION OF THE NOTES

Section 1.01      Designation of Series........................................1
Section 1.02      Form of Notes................................................2
Section 1.03      Limit on Amount of Series....................................2
Section 1.04      Certificate of Authentication................................2

              ARTICLE II. APPOINTMENT OF THE TRUSTEE FOR THE NOTES

Section 2.01      Appointment of Trustee.......................................2
Section 2.02      Rights, Powers, Duties and Obligations of the Trustee........2

                            ARTICLE III. DEFINITIONS

                         ARTICLE IV. EVENTS OF DEFAULT

Section 4.01      Events of Default............................................8
Section 4.02      Acceleration of Maturity; Rescission and Annulment...........9

                      ARTICLE V. COVENANTS OF THE COMPANY

Section 5.01      Restrictions on Secured Debt................................10
Section 5.02      Restriction on Sale and Leaseback Transactions..............10
Section 5.03      Payments for Consent........................................11

              ARTICLE VI. MERGER, CONSOLIDATION OR SALE OF ASSETS

                            ARTICLE VII. REDEMPTION

Section 7.01      Redemption..................................................12
Section 7.02      Selection and Notice........................................13

                            ARTICLE VIII. GUARANTEES

                           ARTICLE IX. MISCELLANEOUS

Section 9.01      Discharge; Defeasance.......................................13
Section 9.02      Application of Fourth Supplemental Indenture................13
Section 9.03      Benefits of Fourth Supplemental Indenture...................13
Section 9.04      Defined Terms...............................................13
Section 9.05      Effective Date..............................................13
Section 9.06      Governing Law...............................................13
Section 9.07      Counterparts................................................14
Section 9.08      Satisfaction and Discharge..................................14
Section 9.09      Supplemental Indentures.....................................14










                          FOURTH SUPPLEMENTAL INDENTURE

                  FOURTH SUPPLEMENTAL INDENTURE, dated as of June 17, 2003,
between NVR, INC., a Virginia corporation (hereinafter called the "Company"),
having its principal office at 7601 Lewinsville Road, Suite 300, McLean,
Virginia, 22102 and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking
association (the "Trustee"), having a Corporate Trust Office at 100 Wall Street,
Suite 1600, New York, New York 10005. Capitalized terms used and not otherwise
defined herein shall have the meaning set forth in the Base Indenture (as
defined).

                                    RECITALS

                  WHEREAS, the Company and The Bank of New York have as of April
14, 1998 entered into an Indenture (the "Base Indenture") providing for the
issuance by the Company from time to time of its senior debt securities
evidencing its unsecured and unsubordinated indebtedness (the "Securities");

                  WHEREAS, the Company previously issued Securities under the
Base Indenture pursuant to a First Supplemental Indenture, dated April 14, 1998,
by and between the Company and The Bank of New York (as amended by a Second
Supplemental Indenture, dated as of February 27, 2001 and a Third Supplemental
Indenture, dated as of March 14, 2002), $145,000,000 in aggregate principal
amount of the Company's 8% Senior Notes due 2005;

                  WHEREAS, the Company desires under this Fourth Supplemental
Indenture to issue the Notes (as defined in Article III hereof) and has duly
authorized the creation of the Notes and the execution and delivery of this
Fourth Supplemental Indenture to modify and supplement the Base Indenture and
provide certain additional provisions as hereinafter described;

                  WHEREAS, in accordance with Section 901(7) of the Base
Indenture, the Company and the Trustee are authorized and permitted to amend and
supplement the Base Indenture as set forth herein, without the consent of any
Holder, and all requirements set forth in Article Nine of the Base Indenture to
make this Fourth Supplemental Indenture effective have been satisfied; and

                  WHEREAS, the Company and the Trustee deem it advisable to
enter into this Fourth Supplemental Indenture for the purposes of establishing
the terms of the Notes and for providing for the rights, obligations and duties
of the Trustee with respect to the Notes;

                  NOW, THEREFORE, THIS FOURTH SUPPLEMENTAL INDENTURE

                  WITNESSETH:

                  For and in consideration of the mutual premises and agreements
herein contained, the Company and the Trustee covenant and agree, for the equal
and proportionate benefit of all Holders of the Notes, as follows:

                                   ARTICLE I.
                              CREATION OF THE NOTES

                  Section 1.01 Designation of Series. Pursuant to the terms
hereof and Sections 201 and 301 of the Base Indenture, the Company hereby
creates a series of its Notes known as the "5% Senior Notes due 2010," which
shall be deemed "Securities" for all purposes under the Base Indenture.





                  Section 1.02 Form of Notes. The definitive form of the Notes
shall be substantially in the form set forth in Exhibit A attached hereto which
is incorporated herein and made part hereof. The Notes shall bear interest, be
payable and have such other terms as are stated in the form of definitive Note
or in the Base Indenture, as supplemented by this Fourth Supplemental Indenture.

                  Section 1.03 Limit on Amount of Series. The principal amount
of Notes issued under this Fourth Supplemental Indenture shall be $200,000,000.

                  Section 1.04 Certificate of Authentication. The Trustee's
certificate of authentication to be borne on the Notes shall be substantially as
provided in the Base Indenture.

                                  ARTICLE II.
                    APPOINTMENT OF THE TRUSTEE FOR THE NOTES

                  Section 2.01 Appointment of Trustee. Pursuant and subject to
the Base Indenture, the Company and the Trustee hereby constitute the Trustee as
Trustee to act on behalf of the Holders of the Notes, and as the principal
Paying Agent and Security Registrar for the Notes, effective upon execution and
delivery of this Fourth Supplemental Indenture. By execution, acknowledgment and
delivery of this Fourth Supplemental Indenture, the Trustee hereby accepts
appointment as Trustee, Paying Agent and Security Registrar with respect to the
Notes, and agrees to perform such trusts upon the terms and conditions in the
Base Indenture and in this Fourth Supplemental Indenture set forth.

                  Section 2.02 Rights, Powers, Duties and Obligations of the
Trustee. Any rights, powers, duties and obligations by any provisions of the
Base Indenture conferred or imposed upon the Trustee shall, insofar as permitted
by law, be conferred or imposed upon and exercised or performed by the Trustee
with respect to the Notes.

                                  ARTICLE III.
                                  DEFINITIONS

                  So long as any of the Notes are Outstanding, the following
definitions shall be applicable to the Notes, be included as defined terms for
all purposes under the Base Indenture with respect to the Notes and, to the
extent inconsistent with the definition of such term contained in Section 101 of
the Base Indenture, shall replace such definition for purposes of the Notes:

                  "Adjusted Treasury Rate" means, with respect to any redemption
date, the rate per annum equal to: (i) the semiannual equivalent yield to
maturity of the Comparable Treasury Issue, assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date, plus (ii) 50 basis points.

                  "Attributable Debt" in respect of a Sale and Leaseback
Transaction means, at the time of determination, the present value of the
obligation of the lessee for net rental payments during the remaining term of
the lease included in such sale and leaseback transaction including any period
for which such lease has been extended or may, at the option of the lessor, be
extended. Such present value shall be calculated using a discount rate equal to
the rate of interest implicit in such transaction, determined in accordance with
GAAP.

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

                  "Base Indenture" has the meaning set forth in the Recitals.

                                        2





                  "Capital Lease Obligation" means, at the time any
determination is to be made, the amount of the liability in respect of a capital
lease that would at that time be required to be capitalized on a balance sheet
in accordance with GAAP.

                  "Capital Stock" means:

                           (1) in the case of a corporation, corporate stock;

                           (2) in the case of an association or business entity,
         any and all shares, interests, participations, rights or other
         equivalents (however designated) of corporate stock;

                           (3) in the case of a partnership or limited liability
         company, partnership or membership interests (whether general or
         limited); and

                           (4) any other interest or participation that confers
         on a Person the right to receive a share of the profits and losses of,
         or distributions of assets of, the issuing Person.

                  "Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the Notes that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Notes.

                  "Comparable Treasury Price" means, with respect to any
redemption date:

                           (1) the average of the bid and asked prices for the
         Comparable Treasury Issue (expressed in each case as a percentage of
         its principal amount) on the third Business Day preceding such
         redemption date, as set forth in the daily statistical release (or any
         successor release) published by the Federal Reserve Bank of New York
         and designated "Composite 3:30 p.m. Quotations for U.S. Government
         Securities", or

                           (2) if such release (or any successor release) is not
         published or does not contain such prices on such Business Day, (A) the
         average of the Reference Treasury Dealer Quotations for such redemption
         date, after excluding the highest and lowest of such Reference Treasury
         Dealer Quotations or (B) if the Trustee obtains fewer than three such
         Reference Treasury Dealer Quotations, the average of all such
         Quotations.

                  "Consolidated Net Tangible Assets" means the total amount of
assets which would be included on a combined balance sheet of the Restricted
Subsidiaries (not including the Company) together with the total amount of
assets that would be included on the Company's balance sheet, not including the
Company's Subsidiaries, under GAAP (less applicable reserves and other properly
deductible items) after deducting therefrom:

                           (1) all short-term liabilities, except for
         liabilities payable by their terms more than one year from the date of
         determination (or renewable or extendible at the option of the obligor
         for a period ending more than one year after such date) and liabilities
         in respect of retiree benefits other than pensions for which the
         Restricted Subsidiaries are required to accrue pursuant to Statement of
         Financial Accounting Standards No. 106;

                           (2) investments in Subsidiaries that are not
         Restricted Subsidiaries; and

                                        3





                           (3) all goodwill, trade names, trademarks, patents,
         unamortized debt discount, unamortized expense incurred in the issuance
         of debt and other intangible assets.

                  "Credit Facility" means the Third Amended and Restated Credit
Agreement among the Company and the banks named therein and BankBoston as agent,
dated as of September 30, 1998, and as amended from time to time thereafter,
providing for revolving credit borrowings, including any related notes,
guarantees, collateral documents, instruments and agreements executed in
connection therewith.

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

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

                  "Event of Default" has the meaning set forth in Section 4.01
hereof.

                  "Financial Services Subsidiary" means a Subsidiary engaged in
mortgage banking (including mortgage origination, loan servicing, tax service,
mortgage brokerage and title and escrow businesses), master servicing and
related activities, including, without limitation, a Subsidiary which
facilitates the financing of mortgage loans and mortgage-backed securities and
the securitization of mortgage-backed bonds and other related activities.

                  "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 have been approved by a significant segment
of the accounting profession in the United States, which are in effect on the
Issue Date.

                  "Guarantee" means a guarantee other than by endorsement of
negotiable instruments for collection in the ordinary course of business, direct
or indirect, in any manner including, without limitation, by way of a pledge of
assets or through letters of credit or reimbursement agreements in respect
thereof, of all or any part of any Indebtedness.

                  "Hedging Obligations" means, with respect to any specified
Person, the obligations of such Person under:

                           (1) interest rate swap agreements, interest rate cap
         agreements and interest rate collar agreements; and

                           (2) other agreements or arrangements designed to
         protect such Person against fluctuations in interest rates.

                  "Holder" means the person in whose name a Note is registered
on the register for the Notes.

                  "Indebtedness" means, with respect to any specified Person,
any indebtedness of such Person, whether or not contingent:

                           (1) in respect of borrowed money;

                                        4





                           (2) evidenced by bonds, notes, debentures or similar
         instruments or letters of credit (or reimbursement agreements in
         respect thereof);

                           (3) in respect of banker's acceptances;

                           (4) representing Capital Lease Obligations;

                           (5) representing the balance deferred and unpaid of
         the purchase price of any property, except any such balance that
         constitutes an accrued expense or trade payable; or

                           (6) representing any Hedging Obligations,

     if and to the extent any of the preceding items (other than letters of
credit and Hedging Obligations) would appear as a liability upon a balance sheet
of the specified Person prepared in accordance with GAAP. In addition, the term
     "Indebtedness" includes all Indebtedness of others secured by a Lien on any
asset of the specified Person (whether or not such Indebtedness is assumed by
the specified Person) and, to the extent not otherwise included, the Guarantee
by the specified Person of any indebtedness of any other Person.

               The amount of any Indebtedness outstanding as of any date will
be:

                           (1) the accreted value of the Indebtedness, in the
         case of any Indebtedness issued with original issue discount; and

                           (2) the principal amount of the Indebtedness,
         together with any interest on the Indebtedness that is more than 30
         days past due, in the case of any other Indebtedness.

                  "Independent Investment Banker" means the Reference Treasury
Dealers appointed by the Trustee after consultation with the Company.

                  "Intercompany Note" means a note agreement or other evidence
of indebtedness between the Company and a Financial Services Subsidiary.

                  "Issue Date" means June 17, 2003, the date of original
issuance of the Notes.

                  "Lien" means, with respect to any asset, any mortgage, lien,
pledge, charge, security interest or encumbrance of any kind in respect of such
asset, whether or not filed, recorded or otherwise perfected under applicable
law, including any conditional sale or other title retention agreement, any
lease in the nature thereof, any option or other agreement to sell or give a
security interest in and any filing of or agreement to give any financing
statement under the Uniform Commercial Code (or equivalent statutes) of any
jurisdiction.

                  "Non-Recourse Indebtedness" means the Company's or any of the
Company's Subsidiaries' Indebtedness or other obligations secured by a Lien on
property to the extent that the liability for the Indebtedness or other
obligation is limited to the security of the property without liability for any
deficiency, including liability by reason of any agreement between the Company
or any of the Company's Subsidiaries to provide additional capital or maintain
the financial condition of or otherwise support the credit of the Subsidiary
incurring the Indebtedness.

                  "Non-Recourse Land Financing" means any of the Company's
Indebtedness or Indebtedness of any Restricted Subsidiary for which the holder
of such Indebtedness has no recourse, directly or indirectly, to the Company or
such Restricted Subsidiary for the principal of, premium, if any,

                                        5





and interest on such Indebtedness, and for which the Company or such Restricted
Subsidiary is not, directly or indirectly, obligated or otherwise liable for the
principal of, premium, if any, and interest on such Indebtedness, except
pursuant to mortgages, deeds of trust or other Security Interests or other
recourse, obligations or liabilities in respect of specific land or other real
property interests of the Company or such Restricted Subsidiary; provided that
recourse, obligations or liabilities of the Company or such Restricted
Subsidiary solely for indemnities, covenants or breaches of warranty
representation or covenant in respect of any Indebtedness will not prevent
Indebtedness from being classified as Non-Recourse Land Financing.

                  "Notes" means the 5% Senior Notes due 2010 issued hereunder,
as supplemented from time to time in accordance with the terms hereof.

                  "Officer" means the Chairman of the Board, the President, the
Chief Executive Officer, any Vice President, the Treasurer or the Secretary of
the Company or, as applicable, any Restricted Subsidiary.

                  "Person" means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization,
limited liability company or government or other entity.

                  "Reference Treasury Dealer" means Credit Suisse First Boston
LLC, provided that it continues to be a primary U.S. Government securities
dealer in New York City (a "Primary Treasury Dealer"), or any other Primary
Treasury Dealer designated by the Company in a notice to the Trustee.

                  "Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any redemption date, the average as
determined by the Trustee, of the bid and asked prices of the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m.
on the third Business Day preceding such redemption date.

                  "Remaining Scheduled Payments" means, with respect to each
Note to be redeemed, the remaining scheduled payments of the principal thereof
and interest thereon that would be due after the related redemption date but for
such redemption; provided, however, that, if such redemption date is not an
interest payment date on the Notes, the amount of the next succeeding scheduled
interest payment on the Notes to be redeemed will be reduced by the amount of
interest accrued on those Notes to such redemption date.

                  "Restricted Subsidiary" means any of the Company's
Subsidiaries which is not a Financial Services Subsidiary.

                  "Sale and Leaseback Transaction" means a sale or transfer made
by the Company or a Restricted Subsidiary (except a sale or transfer made to the
Company or another Restricted Subsidiary) of any property (but not including
model homes) which exceeds 5% of Consolidated Net Tangible Assets as of the date
of determination, if such sale or transfer is made with the agreement,
commitment or intention of leasing such property to the Company or a Restricted
Subsidiary.

                  "Securities" has the meaning set forth in the Recitals.

                  "Securities Act" means the Securities Act of 1933, as amended.

                                        6





                  "Secured Debt" means any Indebtedness which is secured by (i)
a Security Interest in any of the Company's property or the property of any
Restricted Subsidiary or (ii) a Security Interest in shares of stock owned
directly or indirectly by the Company or a Restricted Subsidiary in a
corporation, or in equity interests owned by the Company or a Restricted
Subsidiary in a partnership or other entity not organized as a corporation or in
the Company's rights or the rights of a Restricted Subsidiary in respect of
Indebtedness of a corporation, partnership or other entity in which the Company
or a Restricted Subsidiary has an equity interest; provided that "Secured Debt"
shall not include Non-Recourse Land Financing that consists exclusively of "land
under development," "land held for future development" or "improved lots and
parcels," as such categories of assets are determined in accordance with
generally accepted accounting principles or any Non-Recourse Indebtedness. The
securing in the foregoing manner of any such Indebtedness which immediately
prior thereto was not Secured Debt shall be deemed to be the creation of Secured
Debt at the time security is given. Notwithstanding the foregoing, "Secured
Debt" shall not include Indebtedness under the Credit Facility and under any
initial or successive amendments, modifications, restatements, supplements,
renewals, replacements, extensions, refinancings or refundings, in whole or in
part (including, in each case, any increase in principal amount), of the Credit
Facility, which Indebtedness is secured by pledge(s) of or other Liens on
Intercompany Notes and/or Capital Stock of one or more Financial Services
Subsidiaries.

                  "Security Interest" means any mortgage, pledge, lien,
encumbrance or other security interest which secures the payment or performance
of an obligation.

                  "Senior Indebtedness" means the principal of (and premium, if
any, on) and interest on (including interest accruing after the occurrence of an
Event of Default or after the filing of a petition initiating any proceeding
pursuant to any bankruptcy law whether or not such interest is an allowable
claim in any such proceeding) and other amounts due on or in connection with any
of the Company's Indebtedness, whether outstanding on the date hereof or
hereafter created, incurred or assumed, unless, in the case of any particular
Indebtedness, the instrument creating or evidencing the same or pursuant to
which the same is outstanding expressly provides that such Indebtedness shall
not be senior in right of payment to the debt securities under the indenture.
Notwithstanding the foregoing, "Senior Indebtedness" shall not include (1) the
Company's Indebtedness that is expressly subordinated in right of payment to any
of the Company's Senior Indebtedness, (2) the Company's Indebtedness that by
operation of law is subordinate to any of the Company's general unsecured
obligations, (3) the Company's Indebtedness to any Subsidiary, (4) Indebtedness
incurred in violation of the restrictions described under Section 5.01 and
Section 5.02 hereof, (5) to the extent it might constitute Indebtedness, any
liability for federal, state or local taxes or other taxes, owed or owing by the
Company, and (6) to the extent it might constitute Indebtedness, trade account
payables owed or owing by the Company.

                  "Significant Subsidiary" means any Subsidiary that would be a
"significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such Regulation is in effect on
the date hereof.

                  "Subsidiary" means, with respect to any specified Person:

                           (1) any corporation, association or other business
         entity of which more than 50% of the total voting power of shares of
         Capital Stock entitled (without regard to the occurrence of any
         contingency) to vote in the election of directors, managers or trustees
         of the corporation, association or other business entity is at the time
         owned or controlled, directly or indirectly, by that Person or one or
         more of the other Subsidiaries of that Person (or a combination
         thereof); and

                                        7





                           (2) any partnership (a) the sole general partner or
         the managing general partner of which is such Person or a Subsidiary of
         such Person or (b) the only general partners of which are that Person
         or one or more Subsidiaries of that Person (or any combination
         thereof).

                  "Trustee" means the party named as such in this Fourth
Supplemental Indenture and as successor to The Bank of New York pursuant to the
Base Indenture, and any successor appointed in accordance with the terms of the
Base Indenture and serving as the Trustee under the Base Indenture and this
Fourth Supplemental Indenture.

                  "Wholly Owned Subsidiary" of any specified Person means a
Subsidiary of such Person all of the outstanding Capital Stock or other
ownership interests of which (other than directors' qualifying shares) will at
the time be owned by such Person or by one or more Wholly Owned Subsidiaries of
such Person and one or more Wholly Owned Subsidiaries of such Person.

                                    ARTICLE IV.
                                EVENTS OF DEFAULT

                  Section 4.01 Events of Default. Pursuant to Section 301(15) of
the Base Indenture, so long as any Notes are outstanding, the Company covenants
and agrees that "Event of Default," wherever used herein, means any one of the
following events, which are applicable to the Notes instead of the Events of
Default specified in Section 501 of the Base Indenture:

                           (a) default in the payment of interest on the Notes
         as and when the same becomes due and payable and the continuance of any
         such failure for 30 days;

                           (b) default in the payment of all or any part of the
         principal, or premium, if any, on the Notes when and as the same become
         due and payable at maturity, redemption, by declaration of acceleration
         or otherwise;

                           (c) failure by the Company or any of its Subsidiaries
         to comply with Article VI hereof;

                           (d) default in the observance or performance of, or
         breach of, any of the other agreements in this Fourth Supplemental
         Indenture, 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
         Holders of at least 25% in aggregate principal amount of the
         Outstanding Notes, a written notice specifying such default or breach,
         requiring it to be remedied and stating that such notice is a "Notice
         of Default" hereunder;

                           (e) default under any mortgage, indenture or
         instrument under which there may be issued or by which there may be
         secured or evidenced any Indebtedness (other than Non-Recourse
         Indebtedness) for money borrowed by the Company or any of its
         Restricted Subsidiaries (or the payment of which is guaranteed by the
         Company or any of its Restricted Subsidiaries) whether such
         Indebtedness or guarantee now exists, or is created after the Issue
         Date, if that default:

                                    (1) is caused by a failure to pay principal
                  of, or interest or premium, if any, on such Indebtedness
                  within the grace period provided in such Indebtedness and the
                  aggregate outstanding principal amount of such unpaid
                  Indebtedness is $25.0 million or more; or

                                        8





                                    (2) results in the acceleration of such
                  Indebtedness (in accordance with the terms of such
                  Indebtedness and after giving effect to any applicable grace
                  period set forth in the documents governing such Indebtedness)
                  prior to its express maturity and the aggregate outstanding
                  principal amount of such accelerated Indebtedness is $25.0
                  million or more;

                           (f) a decree, judgment, or order by a court of
         competent jurisdiction shall have been entered adjudging the Company or
         any of its Significant Subsidiaries as bankrupt or insolvent, or
         approving as properly filed a petition in an involuntary case or
         proceeding seeking reorganization of the Company or any of its
         Significant Subsidiaries under any bankruptcy or similar law, or a
         decree, judgment or order of a court of competent jurisdiction
         directing the appointment of a receiver, liquidator, trustee, or
         assignee in bankruptcy or insolvency of the Company, any of its
         Significant Subsidiaries, or of the property of any such Person, or the
         winding up or liquidation of the affairs of any such Person, shall have
         been entered, and the continuance of any such decree, judgment or order
         unstayed and in effect for a period of 90 consecutive days; and

                           (g) the Company or any of its Significant
         Subsidiaries shall institute proceedings to be adjudicated a voluntary
         bankrupt (including conversion of an involuntary proceeding into a
         voluntary proceeding), or shall consent to the filing of a bankruptcy
         proceeding against it, or shall file a petition or answer or consent to
         the filing of any such petition, or shall consent to the appointment of
         a custodian, receiver, liquidator, trustee, or assignee in bankruptcy
         or insolvency of it or any of its assets or property, or shall make a
         general assignment for the benefit of creditors, or shall admit in
         writing its inability to pay its debts generally as they become due, or
         shall, within the meaning of any Bankruptcy Law, become insolvent, or
         fail generally to pay its debts as they become due.

                  Section 4.02 Acceleration of Maturity; Rescission and
Annulment. The following shall replace Section 502 of the Base Indenture in its
entirety: If an Event of Default with respect to the Notes occurs and is
continuing (other than an Event of Default specified in sub-clauses (f) or (g)
above relating to the Company), then in each such case, unless the principal of
all of the Notes shall have already become due and payable, either the Trustee
or the holders of 25% in aggregate principal amount of the Notes then
Outstanding, by notice in writing to the Company (and to the Trustee if given by
the Holders) (an "Acceleration Notice"), may declare all principal, determined
as set forth below, including in each case accrued interest thereon, to be due
and payable immediately. If an Event of Default specified in sub-clauses (f) or
(g) above occurs relating to the Company or any Significant Subsidiary, all
principal and accrued and unpaid interest thereon shall be immediately due and
payable on all Outstanding Notes without any declaration or other act on the
part of the Trustee or the Holders. The Holders of a majority in principal
amount of the Notes 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) on the Notes under this
Fourth Supplemental Indenture. Holders of a majority in principal amount of the
then Outstanding Notes may rescind an acceleration and its consequence (except
an acceleration due to nonpayment of principal or interest on the Notes) if the
rescission would not conflict with any judgment or decree and if all existing
Events of Default (other than the non-payment of accelerated principal) have
been cured or waived.

                                        9





                                   ARTICLE V.
                            COVENANTS OF THE COMPANY

                  Pursuant to Section 301(15) of the Base Indenture, so long as
any of the Notes are Outstanding, the Company covenants and agrees, in addition
to the covenants and agreements contained in Article Ten of the Base Indenture,
as follows:

                  Section 5.01 Restrictions on Secured Debt. The Company shall
not, and shall not cause or permit a Restricted Subsidiary to, create, incur,
assume or guarantee any Secured Debt unless the Notes will be secured equally
and ratably with (or prior to) such Secured Debt, with certain exceptions. This
restriction does not prohibit the creation, incurrence, assumption or guarantee
of Secured Debt which is secured by:

                  (a) Security Interests on model homes, homes held for sale,
homes that are under contract for sale, contracts for the sale of homes, land
(improved or unimproved), manufacturing plants, warehouses or office buildings
and fixtures and equipment located thereat, or thereon;

                  (b) Security Interests on property at the time of its
acquisition by the Company or a Restricted Subsidiary, which Security Interests
secure obligations assumed by the Company or a Restricted Subsidiary, or on the
property of a corporation or other entity at the time it is merged into or
consolidated with the Company or a Restricted Subsidiary (other than Secured
Debt created in contemplation of the acquisition of such property or the
consummation of such a merger or where the Security Interest attaches to or
affects the Company's property or the property of a Restricted Subsidiary prior
to such transaction);

                  (c) Security Interests arising from conditional sales
agreements or title retention agreements with respect to property acquired by
the Company or a Restricted Subsidiary; and

                  (d) Security Interests securing Indebtedness of a Restricted
Subsidiary owing to the Company or to another Restricted Subsidiary that is
wholly-owned (directly or indirectly) by the Company.

                  Additionally, such permitted Secured Debt includes any
amendments, modifications, restatements, supplements, renewals, replacements,
extensions, refinancings or refundings, in whole or in part, including, in each
case, any increase in the principal amount, of Secured Debt permitted at the
time of the original incurrence thereof.

                  In addition, the Company and its Restricted Subsidiaries may
create, incur, assume or guarantee Secured Debt, without equally or ratably
securing the Notes, if immediately thereafter the sum of (1) the aggregate
principal amount of all Secured Debt outstanding (excluding Secured Debt
permitted under clauses (a) through (d) above and any Secured Debt in relation
to which the Notes have been secured equally and ratably (or prior to)) and (2)
all Attributable Debt in respect of Sale and Leaseback Transactions (excluding
Attributable Debt in respect of Sale and Leaseback Transactions satisfying the
conditions set forth in clauses (a), (b) and (c) under Section 5.02 hereof) as
of the date of determination would not exceed 20% of Consolidated Net Tangible
Assets.

                  Section 5.02 Restriction on Sale and Leaseback Transactions.
The Company shall not, and shall not permit any Restricted Subsidiary to, enter
into any Sale and Leaseback Transaction, unless:

                                       10





                           (a) notice is promptly given to the Trustee of the
         Sale and Leaseback Transaction;

                           (b) fair value is received by the Company or the
         relevant Restricted Subsidiary for the property sold (as determined in
         good faith by the Company or the relevant Restricted Subsidiary and so
         certified in an Officer's certificate delivered to the Trustee); and

                           (c) the Company or a Restricted Subsidiary, within
         365 days after the completion of the Sale and Leaseback Transaction,
         apply an amount equal to the net proceeds therefrom either:

                                    (i) to the redemption, repayment or
                  retirement of debt securities of any series under the
                  indenture (including the cancellation by the Trustee of any
                  debt securities of any series delivered by the Company to the
                  Trustee) or the Company's Senior Indebtedness, or

                                    (ii) to the purchase by the Company or any
                  Restricted Subsidiary of property substantially similar to the
                  property sold or transferred.

                  In addition, the Company and its Restricted Subsidiaries may
enter into a Sale and Leaseback Transaction if immediately thereafter the sum of
(1) the aggregate principal amount of all Secured Debt outstanding (excluding
Secured Debt permitted under clauses (a) through (d) of Section 5.01 hereof or
Secured Debt in relation to which the Notes have been secured equally and
ratably (or prior to)) and (2) all Attributable Debt in respect of Sale and
Leaseback Transactions (excluding Attributable Debt in respect of Sale and
Leaseback Transactions satisfying the conditions set forth in clauses (a), (b)
and (c) above) as of the date of determination would not exceed 20% of
Consolidated Net Tangible Assets.

                  Section 5.03 Payments for Consent. Neither the Company nor any
of its Subsidiaries shall, directly or indirectly, pay or cause to be paid any
consideration, whether by way of interest, fee or otherwise, to any Holder of
the Notes for or as an inducement to any consent, waiver or amendment of any
terms or provisions of this Fourth Supplemental Indenture or the Notes unless
such consideration is offered and paid to all Holders of the Notes that so
consent, waive or agree to amend in the time frame set forth in the solicitation
documents relating to such consent, waiver or agreement.

                                  ARTICLE VI.
                     MERGER, CONSOLIDATION OR SALE OF ASSETS

                  Pursuant to Section 301(15) of the Base Indenture, so long as
any of the Notes are outstanding, the following provision shall replace Section
801 of the Base Indenture for purposes of the Notes:

                  The Company shall not:

                           (1) consolidate or merge with or into another Person
         (whether or not the Company is the surviving corporation); or

                           (2) sell, assign, transfer, convey, lease or
         otherwise dispose of all or substantially all of the Company's and the
         Company's Subsidiaries' assets taken as a whole, in one or more related
         transactions, to another Person; unless:

                                       11





                                    (1) either: (a) the Company is the surviving
                  corporation; or (b) the Person formed by or surviving any such
                  consolidation or merger (if other than the Company) or to
                  which such sale, assignment, transfer, conveyance, lease or
                  other disposition has been made is a corporation organized or
                  existing under the laws of the United States, any state of the
                  United States or the District of Columbia;

                                    (2) the Person formed by or surviving any
                  such consolidation or merger (if other than the Company) or
                  the Person to which such sale, assignment, transfer,
                  conveyance, lease or other disposition has been made assumes
                  all of the Company's obligations under the Notes and pursuant
                  to agreements reasonably satisfactory to the Trustee; and

                                    (3) immediately after such transaction, no
                  Default or Event of Default exists.

                  Upon any such consolidation, merger, sale, assignment,
transfer, conveyance or disposition, the successor corporation will be
substituted for the Company under this Fourth Supplemental Indenture. The
successor corporation may then exercise every power and right of the Company
under this Fourth Supplemental Indenture, and the Company will be released from
all of its liabilities and obligations in respect of the Notes and the
Indenture. If the Company leases all or substantially all of its assets, the
lessee corporation will be the successor to the Company and may exercise every
power and right of the Company under the Indenture, but the Company will not be
released from its obligations to pay the principal of and premium, if any, and
interest, if any, on the Notes.

                  Section 801 of the Base Indenture, as amended and made
applicable to the Notes pursuant to this Article VI shall not apply to a sale,
assignment, transfer, conveyance, lease or other disposition of assets between
or among the Company and any of its Wholly Owned Subsidiaries.

                                  ARTICLE VII.
                                   REDEMPTION

                  Section 7.01 Redemption

                  The Notes may be redeemed, in whole or in part, at any time at
the Company's option upon not less than 30 nor more than 60 days prior notice
mailed by first-class mail to each Holder's registered address, at a redemption
price equal to the greater of:

                  (1) 100% of the principal amount of the Notes to be redeemed;
or

                  (2) as determined by an Independent Investment Banker, the sum
of the present values of the Remaining Scheduled Payments discounted to the
redemption date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Adjusted Treasury Rate,

plus, in each case, accrued and unpaid interest to the applicable date of
redemption.

                  If money sufficient to pay the redemption price of and accrued
interest on the Notes to be redeemed is deposited with the Trustee on or before
the redemption date, on and after the redemption date, interest will cease to
accrue on the Notes or portions thereof called for redemption and such Notes
will cease to be outstanding.

                                       12





                  Section 7.02 Selection and Notice

                  Selection of the Notes or portions thereof for redemption
pursuant to the foregoing shall be made by the Trustee in compliance with the
requirements of the principal national securities exchange on which the Notes
are listed, if any, or, if the Notes are not listed on any national securities
exchange, pro rata or by lot. No Notes of $1,000 or less can be redeemed in
part. Notice of redemption shall be mailed via first class mail at least 30 days
but not more than 60 days before the redemption date to each Holder whose Notes
are to be redeemed at the registered address of such Holder, except that
redemption notices may be mailed more than 60 days prior to a redemption date if
the notice is issued in connection with a defeasance of the Notes or a
satisfaction and discharge of the Indenture. If any Note is to be redeemed in
part only, the notice of redemption that relates to that Note will state the
portion of the principal amount of that Note that is to be redeemed. A new Note
in principal amount equal to the unredeemed portion of the original Note will be
issued in the name of the Holder of such Note upon cancellation of the original
Note. Notes called for redemption become due on the date fixed for redemption.
On and after the redemption date, interest shall cease to accrue on the Notes or
portions thereof called for redemption and such Notes will cease to be
Outstanding.

                                  ARTICLE VIII.
                                   GUARANTEES

                  Pursuant to Section 301(23) of the Base Indenture, the Notes
will not be guaranteed or otherwise supported by any of the Company's
Subsidiaries or any other Person.

                                   ARTICLE IX.
                                  MISCELLANEOUS

                  Section 9.01 Discharge; Defeasance. Articles 4 and 13 of the
Base Indenture relating to Satisfaction and Discharge and to Defeasance and
Covenant Defeasance, respectively, shall be applicable to the Notes issued under
this Fourth Supplemental Indenture.

                  Section 9.02 Application of Fourth Supplemental Indenture.
Each and every term and condition contained in this Fourth Supplemental
Indenture that modifies, amends or supplements the terms and conditions of the
Base Indenture shall apply only to the Notes created hereby and not to any prior
or future series of Securities established under the Base Indenture.

                  Section 9.03 Benefits of Fourth Supplemental Indenture.
Nothing contained in this Fourth Supplemental Indenture shall or shall be
construed to confer upon any person other than a Holder of the Notes, the
Company and the Trustee any right or interest to avail itself or himself, as the
case may be, of any benefit under any provision of this Fourth Supplemental
Indenture.

                  Section 9.04 Defined Terms. All capitalized terms which are
used herein and not otherwise defined herein are defined in the Base Indenture
and are used herein with the same meanings as in the Base Indenture.

                  Section 9.05 Effective Date. This Fourth Supplemental
Indenture shall be effective as of the date first above written and upon the
execution and delivery hereof by each of the parties hereto.

                  Section 9.06 Governing Law. This Fourth Supplemental Indenture
shall be governed by, and construed in accordance with, the internal laws of the
State of New York.

                                       13





                  Section 9.07 Counterparts. This Fourth Supplemental 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 instrument.

                  Section 9.08 Satisfaction and Discharge. This Fourth
Supplemental Indenture shall cease to be of further force and effect upon
compliance with Section 401 of the Indenture with respect to the Notes created
hereby.

                  Section 9.09 Supplemental Indentures

                  Article 9 of the Base Indenture, relating to supplemental
indentures, shall be applicable to the Notes issued under this Fourth
Supplemental Indenture; provided, however, that:

                  (a) in addition to the matters referred to in Section 901 of
the Base Indenture, without the consent of any Holders of the Notes, the
Company, when authorized by or pursuant to a Board Resolution; and the Trustee
may enter into one or more indentures supplemental hereto to conform the text of
this Fourth Supplemental Indenture to any provision of the Description of Notes
set forth in the Prospectus Supplement dated June 12, 2003 with respect to the
Notes to the extent that such provision in said Description of Notes was
intended to be a verbatim recitation of a provision of the Indenture or the
Notes; and

                  (b) notwithstanding anything to the contrary in Section 902 of
the Base Indenture, any supplemental indenture referred to in the first sentence
of such Section 902 prior to the proviso in such sentence shall require the
consent of Holders of not less than a majority in principal amount of all
Outstanding Notes affected by such supplemental indenture, in addition to any
other consent(s) that may be required by Section 902 with respect to such
supplemental indenture.

                                       14





                  IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Supplemental Indenture to be duly executed by their respective officers hereunto
duly authorized, all as of the day and year first above written.

Dated:  June 17, 2003

                          NVR, INC.

                               /s/ Dwight C. Schar
                          By:  __________________________________________
                               Name:  Dwight C. Schar
                               Title: Chairman of the Board, President and Chief
                                      Executive Officer

                               /s/ Paul C. Saville
                          By:  __________________________________________
                               Name:  Paul C. Saville
                               Title: Executive Vice President,
                                      Chief Financial Officer and Treasurer
                               Attest:

                          U.S. BANK TRUST NATIONAL ASSOCIATION, a national
                          banking association as
                          Trustee

                               /s/ Stacey A. Pagliaro
                          By:  __________________________________________
                               Name:  Stacey A. Pagliaro
                               Title: Trust Officer






                                                                       EXHIBIT A

                                    NVR, INC.

                            5% Senior Notes due 2010

No.                                                             Principal Amount
                                                                    $200,000,000

CUSIP No. 62944TAC9

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY 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 IS 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 HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.

         UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR
NOTES IN CERTIFICATED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY DTC TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO DTC OR ANOTHER
NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE
OF SUCH SUCCESSOR.

         NVR, Inc., a Virginia corporation (the "Company," which term includes
any successor under the Indenture hereinafter referred to), for value received,
hereby promises to pay to Cede & Co., or registered assigns, the principal sum
of Two Hundred Million Dollars on June 15, 2010 (the "Maturity Date"), and to
pay interest thereon from June 17, 2003 (or from the most recent Interest
Payment Date to which interest has been paid or duly provided for), semiannually
in arrears on June 15 and December 15 of each year (each, an "Interest Payment
Date"), commencing on December 15, 2003, and on the Maturity Date, at a rate of
5% per annum, until payment of said principal sum has been made or duly provided
for.

         The interest so payable and punctually paid or duly provided for on an
Interest Payment Date and on the Maturity Date will be paid to the Holder in
whose name this Note (or one or more predecessor Notes) is registered at the
close of business on the "Regular Record Date" for such payment, which will be
the June 1 and December 1 (regardless of whether such day is a Business Day (as
defined below)) next preceding such payment date or the Maturity Date, as the
case may be. Any interest not so punctually paid or duly provided for shall
forthwith cease to be payable to the Holder on such Regular Record Date, and
shall be paid to the Holder in whose name this Note (or one or more predecessor
Notes) is registered at the close of business on a subsequent record date for
the payment of such defaulted interest (which shall not be less than five
Business Days prior to the date of the payment of such defaulted interest)
established by notice given by mail or by on behalf of the Company to the
Holders of the Notes not less than 15 days preceding such subsequent record
date. Interest on this Note will be computed on the basis of a 360-day year of
twelve 30-day months.

         The principal of this Note payable on the Maturity Date will be paid
against presentation and surrender of this Note at the office or agency of the
Company maintained for that purpose in New York, New York. The Company hereby
initially designates the Corporate Trust Office of the Trustee in New





York, New York as the office to be maintained by it where Notes may be presented
for payment, registration of transfer, or exchange and where notices or demands
to or upon the Company in respect of the Notes or the Indenture referred to on
the reverse hereof may be served.

         Interest payable on this Note on any Interest Payment Date and on the
Maturity Date, as the case may be, will be the amount of interest accrued during
the applicable Interest Period (as defined below).

         An "Interest Period" is each period from and including the immediately
preceding Interest Payment Date (or from and including June 17, 2003, in the
case of the initial Interest Period) to but excluding the applicable Interest
Payment Date or the Maturity Date, as the case may be. If any Interest Payment
Date other than the Maturity Date would otherwise be a day that is not a
Business Day, any amounts payable on such Interest Payment Date will be paid on
the succeeding Business Day with the same force and effect as if it were paid on
the date such payment was due. If the Maturity Date falls on a day that is not a
Business Day, principal and interest payable on the Maturity Date will be paid
on the succeeding Business Day with the same force and effect as if paid on the
date such payment was due, and no interest will accrue on the amount so payable
for the period from and after the Maturity Date.

         Payments of principal and interest in respect of this Note will be made
by wire transfer of immediately available funds (or with respect to any Note not
held in global form, by a U.S. dollar check or by wire transfer of immediately
available funds) in such coin or currency of the United States of America as at
the time of payment is legal tender for the payment of public and private debts.

         Reference is made to the further provisions of this Note set forth on
the reverse hereof. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place. Capitalized terms used herein,
including on the reverse hereof, and not defined herein or on the reverse hereof
shall have the respective meanings given to such terms in the Indenture.

         This Note shall not be entitled to the benefits of the Indenture
referred to on the reverse hereof or be valid or become obligatory for any
purpose until the certificate of authentication hereon shall have been manually
signed by the Trustee under such Indenture.

                                       17





         IN WITNESS WHEREOF, the Company has caused this instrument to be signed
manually or by facsimile by its duly authorized officers.

Dated: June 17, 2003       NVR, INC., as Company


                                By:_______________________________________
                                Name: Dwight C. Schar
                                Its:  Chairman of the Board, President and Chief
                                      Executive Officer

                                By:_______________________________________
                                Name: Paul C. Saville
                                Its:  Executive Vice President,
                                      Chief Financial Officer and Treasurer

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated herein referred to in the
within-mentioned Indenture.

Dated: June 17, 2003       U.S. BANK TRUST NATIONAL ASSOCIATION,
                           a national banking association


                                By:_______________________________________
                                           Authorized Signatory

                                       18





                                [REVERSE OF NOTE]
                                    NVR, INC.

                            5% Senior Notes due 2010

         This security is one of a duly authorized issue of debentures, notes,
bonds, or other evidences of indebtedness of the Company (hereinafter called the
"Securities") of the series hereinafter specified, all issued or to be issued
under and pursuant to an Indenture dated as of April 14, 1998, between the
Company and The Bank of New York, as trustee (the "Base Indenture"), as
supplemented from time to time. This Security is one of a series of Securities
designated as the 5% Senior Notes due 2010 of the Company (the "Notes"), limited
in aggregate principal amount to $200,000,000 and issued under and pursuant to
the Base Indenture as supplemented by the Fourth Supplemental Indenture dated as
of June 17, 2003 between the Company and U.S. Bank Trust National Association, a
national banking association, as successor trustee (the Base Indenture, as
supplemented by such Fourth Supplemental Indenture, herein called the
"Indenture"), duly executed and delivered by the Company to U.S. Bank Trust
National Association, a national banking association, as Trustee (herein called
the "Trustee," which term includes any successor trustee under the Indenture
with respect to the series of Securities of which this Note is a part), to which
Indenture and all Indentures supplemental thereto that are applicable to the
Notes reference is hereby made for a description of the rights, limitations of
rights, obligations, duties, and immunities thereunder of the Trustee, the
Company, and the Holders of the Notes, and of the terms upon which the Notes
are, and are to be, authenticated and delivered.

         In case an Event of Default with respect to the Notes shall have
occurred and be continuing, the principal hereof and premium (if any) may be
declared, and upon such declaration shall become, due and payable, in the
manner, with the effect, and subject to the conditions provided in the
Indenture. Each of the following is an "Event of Default": (i) default in the
payment of interest on the Notes as and when the same becomes due and payable
and the continuance of any such failure for 30 days; (ii) default in payment of
all or any part of the principal or premium, if any, on the Notes when and as
the same become due and payable at maturity, redemption, by declaration of
acceleration or otherwise; (iii) failure by the Company or any Subsidiary, to
comply with Article VI of the Fourth Supplemental Indenture; (iv) default in the
observance or performance of, or breach of, any of the other agreements in the
Fourth Supplemental Indenture, 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 Holders of
at least 25% in aggregate principal amount of the Outstanding Notes, a written
notice specifying such default or breach, requiring it to be remedied and
stating that such notice is a "Notice of Default" hereunder; (v) default under
any mortgage, indenture or instrument under which there may be issued or by
which there may be secured or evidenced any Indebtedness (other than
Non-Recourse Indebtedness) for money borrowed by the Company or any of its
Restricted Subsidiaries (or the payment of which is guaranteed by the Company or
any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now
exists, or is created after the Issue Date, if that default (1) is caused by a
failure to pay principal of, or interest or premium, if any, on, such
Indebtedness within the grace period provided in such Indebtedness and the
aggregate outstanding principal amount of such unpaid Indebtedness is $25.0
million or more; or (2) results in the acceleration of such Indebtedness (in
accordance with the terms of such Indebtedness and after giving effect to any
applicable grace period set forth in the documents governing such Indebtedness)
prior to its express maturity and the aggregate outstanding principal amount of
such accelerated Indebtedness is $25.0 million or more; (vi) a decree, judgment,
or order by a court of competent jurisdiction shall have been entered adjudging
the Company or any of its Significant Subsidiaries as bankrupt or insolvent, or
approving as properly filed a petition in an involuntary case or proceeding
seeking reorganization of the Company or any of its Significant Subsidiaries
under any bankruptcy or similar law, or a decree, judgment or order of a court
of competent jurisdiction directing the appointment of a receiver, liquidator,
trustee, or assignee in bankruptcy or

                                       19





insolvency of the Company, any of its Significant Subsidiaries, or of the
property of any such Person, or the winding up or liquidation of the affairs of
any such Person, shall have been entered, and the continuance of any such
decree, judgment or order unstayed and in effect for a period of 90 consecutive
days; and (vii) the Company or any of its Significant Subsidiaries shall
institute proceedings to be adjudicated a voluntary bankrupt (including
conversion of an involuntary proceeding into a voluntary proceeding), or shall
consent to the filing of a bankruptcy proceeding against it, or shall file a
petition or answer or consent to the filing of any such petition, or shall
consent to the appointment of a Custodian, receiver, liquidator, trustee, or
assignee in bankruptcy or insolvency of it or any of its assets or property, or
shall make a general assignment for the benefit of creditors, or shall admit in
writing its inability to pay its debts generally as they become due, or shall,
within the meaning of any Bankruptcy Law, become insolvent, or fail generally to
pay its debts as they become due.

         If an Event of Default with respect to the Notes occurs and is
continuing (other than an Event of Default specified in sub-clauses (vi) or
(vii) above relating to the Company), then in each such case, unless the
principal of all of the Notes shall have already become due and payable, either
the Trustee or the holders of 25% in aggregate principal amount of the Notes
then Outstanding, by notice in writing to the Company (and to the Trustee if
given by the Holders) (an "Acceleration Notice"), may declare all principal,
determined as set forth below, including in each case accrued interest thereon,
to be due and payable immediately. If an Event of Default specified in
sub-clauses (vi) or (vii) above occurs relating to the Company or any
Significant Subsidiary, all principal and accrued and unpaid interest thereon
shall be immediately due and payable on all Outstanding Notes without any
declaration or other act on the part of the Trustee or the Holders. The Holders
of a majority in principal amount of the Notes 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)
on the Notes under the Indenture. Holders of a majority in principal amount of
the then Outstanding Notes may rescind an acceleration and its consequence
(except an acceleration due to nonpayment of principal or interest on the Notes)
if the rescission would not conflict with any judgment or decree and if all
existing Events of Default (other than the non-payment of accelerated principal)
have been cured or waived.

         The Notes shall be redeemable at the option of the Company, in whole or
in part, at any time upon not less than 30 nor more than 60 days notice at a
redemption price equal to the greater of (i) 100% of the principal amount of the
Notes to be redeemed or (ii) as determined by an Independent Investment Banker,
the sum of the present values of the Remaining Scheduled Payments discounted to
the redemption date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Adjusted Treasury Rate, plus, in each case, accrued
and unpaid interest thereon, if any, to the redemption date.

         Selection of the Notes or portions thereof for redemption pursuant to
the foregoing shall be made by the Trustee in compliance with the requirements
of the principal national securities exchange on which the Notes are listed, if
any, or, if the Notes are not listed on any national securities exchange, pro
rata or by lot. No Notes of $1,000 or less can be redeemed in part. Notice of
redemption shall be mailed via first class mail at least 30 days but not more
than 60 days before the redemption date to each Holder whose Notes are to be
redeemed at the registered address of such Holder, except that redemption
notices may be mailed more than 60 days prior to a redemption date if the notice
is issued in connection with a defeasance of the Notes or a satisfaction and
discharge of the Indenture. Notes called for redemption become due on the date
fixed for redemption. On and after the redemption date, interest shall cease to
accrue on the Notes or portions thereof called for redemption and such Notes
will cease to be Outstanding.

         The covenants set forth in Article V of the Fourth Supplemental
Indenture shall be fully applicable to the Notes.

                                       20





         The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the Holders of not less than a majority of the
aggregate principal amount of the Notes at the time Outstanding, to execute
supplemental indentures adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of any supplemental
indenture with respect to the Notes or modifying in any manner the rights of the
Holders of Notes; provided, however, that no such supplemental indenture shall,
without the consent of the Holder of each Note so affected, among other things
(i) change the final maturity of any Note, or reduce the principal amount
thereof or any premium thereon, or reduce the rate or extend the time of payment
of any interest thereof, or impair or affect the rights of any Holder to
institute suit for the payment on any Note, or (ii) reduce the percentage of
Notes, the Holders of which are required to consent to any such supplemental
indenture, (iii) reduce the percentage of Notes, the Holders of which are
required to consent to any waiver of compliance with certain provisions of the
Indenture with respect to the Notes or any waiver of certain defaults thereunder
or (iv) modify the ranking or priority of the Notes. It is also provided in the
Indenture that, with respect to certain defaults or Events of Default regarding
the Notes, the Holders of a majority in aggregate principal amount outstanding
of the Notes may on behalf of the Holders of all the Notes waive any such past
default or Event of Default and its consequences, prior to any declaration
accelerating the maturity of the Notes, or, subject to certain conditions, may
rescind a declaration of acceleration and its consequences with respect to the
Notes. The preceding sentence shall not, however, apply to a default in the
payment of the principal of or premium, if any, or interest on any of the Notes.
Any such consent or waiver by the Holder of this Note (unless revoked as
provided in the Indenture) shall be conclusive and binding upon such Holder and
upon all future Holders and owners of this Note and any securities that may be
issued in exchange or substitution herefor, irrespective of whether or not any
notation thereof is made upon this Note or such other securities.

         As provided in and subject to the provisions of the Indenture, the
Holder of this Note shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless (a) such Holder shall have previously given
the Trustee written notice of a continuing Event of Default, (b) the Holders of
not less than 25% in aggregate principal amount of the Notes Outstanding shall
have made written request to the Trustee to institute proceedings in respect of
such Event of Default as Trustee and offered the Trustee reasonable indemnity
and the Trustee shall not have received from the Holders of a majority in
aggregate principal amount of the Notes Outstanding a direction inconsistent
with such request, and (c) the Trustee shall have failed to institute any such
proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder of
this Note for the enforcement of any payment of principal hereof, premium, if
any, or interest hereon on or after the respective due dates expressed herein.

         No references herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal, premium, if any, and interest
on this Note in the manner, at the respective times, at the rate and in the coin
or currency herein prescribed.

         This Note is issuable only in registered form without coupons in
denominations of $1,000 and integral multiples thereof. Notes may be exchanged
for a like aggregate principal amount of Notes of this series of other
authorized denominations at the office or agency of the Company in New York, New
York, in the manner and subject to the limitations provided in the Indenture,
but without the payment of any service charge except for any tax or other
governmental charge imposed in connection therewith.

         This Note is not subject to a sinking fund requirement.

                                       21





         Upon due presentment for registration of transfer of Notes at the
office or agency of the Company in New York, New York, a new Note or Notes of
authorized denominations in an equal aggregate principal amount will be issued
to the transferee in exchange therefor, subject to the limitations provided in
the Indenture, without charge except for any tax or other governmental charge
imposed in connection therewith.

         No recourse under or upon any obligation, covenant or agreement
contained in the Indenture, in any Security or coupon appertaining thereto, or
because of any indebtedness evidenced hereby or thereby (including, without
limitation, any obligation or indebtedness relating to the principal of, or
premium, if any, or interest or any other amounts due, or claimed to be due, on
this Note), or for any claim based thereon or otherwise in respect thereof,
shall be had against any promoter, as such, or against any past, present or
future shareholder, officer or director, as such, of the Company or of any
successor, either directly or through the Company or any successor, under any
rule of law, statute or constitutional provision or by the enforcement of any
assessment or by any legal or equitable proceeding or otherwise, all such
liability being expressly waived and released, to the fullest extent permitted
by applicable law, by the acceptance hereof and as part of the consideration for
the issue hereof.

         Prior to due presentation of a Note for registration of transfer, the
Company, the Trustee, and any authorized agent of the Company or the Trustee may
deem and treat the Person in whose name this Note is registered as the absolute
owner of this Note (whether or not this Note shall be overdue and
notwithstanding any notation of ownership or other writing hereon), for the
purpose of receiving payment of, or on account of, the principal hereof and
premium, if any, and subject to the provisions herein and on the face hereof;
interest hereon, and for all other purposes, and neither the Company nor the
Trustee nor any authorized agent of the Company or the Trustee shall be affected
by any notice to the contrary.

         THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY THE INTERNAL LAWS OF
THE STATE OF NEW YORK, UNITED STATES OF AMERICA.

         Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused "CUSIP" numbers to be
printed on the Notes as a convenience to the Holders of the Notes. No
representation is made as to the correctness or accuracy of such CUSIP numbers
as printed on the Notes, and reliance may be placed only on the other
identification numbers printed hereon.

                                       22





                   ASSIGNMENT FORM AND CERTIFICATE OF TRANSFER

To assign this Note fill in the form below:
(I) or (we) assign and transfer this Note to


________________________________________________________________________________
    (Insert assignee's social security or tax identification number, if any)


________________________________________________________________________________

________________________________________________________________________________

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

Your signature:_________________________________________________________________
       (Sign exactly as your name appears on the other side of this Note)

Date:_________________________

Signature Guarantee:____________________________________________
                     Signatures must be guaranteed by an "eligible guarantor
                     institution" meeting the requirements of the Trustee,
                     which requirements include membership or participation
                     in the Security Transfer Agent Medallion Program
                     ("STAMP") or such other "signature guarantee program"
                     as may be determined by the Trustee in addition to, or
                     in substitution for, STAMP, all in accordance with the
                     Securities Exchange Act of 1934, as amended.

                                       23

EX-5.1

                                                                     Exhibit 5.1

                       [Hogan & Hartson L.L.P. Letterhead]

                                  June 17, 2003

Board of Directors
NVR, Inc.
7601 Lewinsville Road, Suite 300
McLean, Virginia 22102

Ladies and Gentlemen:

         We are acting as counsel to NVR, Inc., a Virginia corporation (the
"Company"), in connection with the Company's registration statement on Form S-3,
as amended (SEC File No. 333-44515) (the "Registration Statement"), relating to
the public offering of $200,000,000 aggregate principal amount of the Company's
5% senior notes due 2010 (the "Notes"), as described in a Prospectus dated April
6, 1998 (the "Prospectus") and a Prospectus Supplement dated June 12, 2003 (the
"Prospectus Supplement"). This opinion letter is furnished to you at your
request to enable you to fulfill the requirements of Item 601(b)(5) of
Regulation S-K, 17 C.F.R. ss. 229.601(b)(5), in connection with the Registration
Statement.

         For purposes of this opinion letter, we have examined copies of the
following documents:

          1.   Executed copy of the Registration Statement.

          2.   The Prospectus and the Prospectus Supplement.

          3.   Form of the global note evidencing the Notes.

          4.   The Restated Articles of Incorporation of the Company, as
               certified by the State Corporation Commission of the Commonwealth
               of Virginia on June 13, 2003, and as certified by the Secretary
               of the Company on the date hereof as being complete, accurate and
               in effect.



Board of Directors
NVR, Inc.
June 17, 2003

Page 2

          5.   The Bylaws of the Company, as certified by the Secretary of the
               Company on the date hereof as being complete, accurate and in
               effect.

          6.   Certain resolutions of the Board of Directors of the Company
               adopted at a meeting held on June 11, 2003, authorizing, among
               other things, the offer, issuance and sale of the Notes and
               arrangements in connection therewith, as certified by the
               Secretary of the Company on the date hereof as being complete,
               accurate and in effect.

          7.   Executed copy of the Underwriting Agreement dated June 12, 2003,
               by and among the Company and Credit Suisse First Boston LLC, as
               representative of the several underwriters named therein (the
               "Underwriting Agreement").

          8.   Executed copy of the Indenture, dated as of April 14, 1998, by
               and between the Company and U.S. Bank Trust National Association,
               as successor to The Bank of New York, as trustee (the "Trustee"),
               as amended and supplemented by the First Supplemental Indenture,
               dated as of April 14, 1998, the Second Supplemental Indenture,
               dated as of February 27, 2001, the Third Supplemental Indenture,
               dated as of March 14, 2002, and the Fourth Supplemental
               Indenture, dated as of date hereof (collectively, the
               "Indenture"), between the Company and the Trustee.

         In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of all natural persons, the
accuracy and completeness of all documents submitted to us, the authenticity of
all original documents and the conformity to authentic original documents of all
documents submitted to us as copies (including telecopies). This opinion letter
is given, and all statements herein are made, in the context of the foregoing.



Board of Directors
NVR, Inc.
June 17, 2003

Page 3

         To the extent that the obligations of the Company with respect to the
Notes may be dependent upon such matters, we have assumed that (i) the Trustee
has all requisite power and authority under all applicable laws, regulations and
governing documents to execute, deliver and perform its obligations under the
Indenture and has complied with all legal requirements pertaining to its status
as such status relates to its rights to enforce the Indenture against the
Company, (ii) the Trustee has duly authorized, executed and delivered the
Indenture, (iii) the Trustee is validly existing and in good standing in all
necessary jurisdictions, (iv) the Indenture constitutes a valid and binding
obligation of the Trustee, enforceable against the Trustee in accordance with
its terms, (v) there has been no material mutual mistake of fact or
misunderstanding or fraud, duress or undue influence, in connection with the
negotiation, execution and delivery of the Indenture and the conduct of all
parties to the Indenture has complied with any requirements of good faith, fair
dealing and conscionability, (vi) there are and have been no agreements or
understandings among the parties, written or oral, and there is and has been no
usage of trade or course of prior dealing among the parties that would, in
either case, define, supplement or qualify the terms of the Indenture and (vii)
no defenses to enforcement of the Indenture have arisen as a result of the
parties' performance or non-performance thereof or any other circumstances
arising since the execution and delivery thereof. We have also assumed the
validity and constitutionality of each relevant statute, rule, regulation and
agency action covered by this opinion letter unless a reported decision of a
federal court or a court in the applicable jurisdiction has established its
unconstitutionality or invalidity.

         This opinion letter is based as to matters of law solely on applicable
provisions of the following, as currently in effect: (i) New York contract law
(but not including any laws, statutes, ordinances, administrative decisions,
rules, or regulations of any political subdivision of the State of New York),
and (ii) the Virginia Stock Corporation Act, and we express no opinion as to any
other laws, statutes, ordinances, rules or regulations (such as federal or state
securities or "blue sky" laws). As used herein, the term "Virginia Stock
Corporation Act" includes the applicable statutory provisions contained therein,
all applicable provisions of the Virginia Constitution, and reported judicial
decisions interpreting these laws.



Board of Directors
NVR, Inc.
June 17, 2003

Page 4

         Based upon, subject to and limited by the foregoing, we are of the
opinion that, assuming due authentication of the Notes by the Trustee and the
due execution and delivery of the Notes on behalf of the Company against payment
of the consideration for the Notes specified in the Underwriting Agreement, the
Notes constitute valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms, except as may be limited by
bankruptcy, insolvency, reorganization, receivership, moratorium and other laws
affecting creditors' rights (including, without limitation, the effect of
statutory and other law regarding fraudulent conveyances, fraudulent transfers
and preferential transfers) and as may be limited by the exercise of judicial
discretion and the application of principles of equity, including, without
limitation, requirements of good faith, fair dealing, reasonableness,
conscionability and materiality (regardless of whether the Notes are considered
in a proceeding at law or in equity).

         The opinion expressed above shall be understood to mean only that if
there is a default in performance of an obligation, (i) if a failure to pay or
other damage can be shown and (ii) if the defaulting party can be brought into a
court which will hear the case and apply the governing law, then, subject to the
availability of defenses, and to the exceptions set forth above, the court will
provide a money damage (or perhaps injunctive or specific performance) remedy.

         We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion letter. This opinion letter has been
prepared for your use in connection with the filing by the Company of a Current
Report on Form 8-K, which Current Report on Form 8-K will be incorporated by
reference into the Registration Statement.



Board of Directors
NVR, Inc.
June 17, 2003

Page 5

         We hereby consent to the filing of this opinion letter as Exhibit 5.1
to the above-described Current Report on Form 8-K and to the reference to this
firm under the caption "Legal Matters" in the Prospectus and the Prospectus
Supplement. In giving this consent, we do not thereby admit that we are an
"expert" within the meaning of the Securities Act of 1933, as amended.

                                                       Very truly yours,

                                                       HOGAN & HARTSON L.L.P.

EX-12.1

                                                                    Exhibit 12.1

Ratio of Earnings to Fixed Charges




                                                                 Quarter Ended

                                                                 March 31, 2003    2002     2001      2000       1999        1998
                                                                 --------------    ----     ----      ----       ----        ----
                                                                                                         
Earnings

NVR, Inc. consolidated

     Pre-tax income from continuing operations                         143,943    536,023  394,658   266,854   185,212    110,367
     Minority interest                                                     (11)       258      835       593       351        344
     Equity income from subsidiaries                                       147        658      916       593       656        490
                                                                      ------------------------------------------------------------
        Total Earnings                                                 143,785    535,623  394,577   266,854   184,907    110,221
                                                                      ------------------------------------------------------------


Fixed Charges:

Interest expense

NVR, Inc. consolidated                                                   3,178     12,745   12,579    15,764    20,953     24,660

Amortization of debt issuance costs

NVR, Inc. consolidated                                                     589      2,119    1,325       382       387        419

Interest component of rental expense

NVR, Inc.  (estimated 90% of total rental expense is interest)           4,916     17,730   14,850    10,800     9,720      7,008

Total Fixed Charges:

                                                                      ------------------------------------------------------------
NVR, Inc. consolidated                                                   8,683     32,594   28,754    26,946    31,060     32,087
                                                                      ============================================================



RATIO: (earnings plus total fixed charges divided by fixed charges)

NVR, Inc. consolidated                                                    17.6       17.4     14.7      10.9       7.0        4.4
                                                                      ============================================================