SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM T-3

APPLICATION FOR QUALIFICATION OF INDENTURE
UNDER THE TRUST INDENTURE ACT OF 1939

D.R. HORTON, INC.

and the
co-applicants listed on the following pages
(Name of Applicants)

301 Commerce Street, Suite 500
Fort Worth, Texas 76102
(Address of Principal Executive Office)

Title of Class		Amount
9.75% Senior Notes due 2010		Up to $113,500,000 aggregate principal amount

Ted I. Harbour
Senior Vice President, Assistant Secretary and Chief Legal Officer
D.R. Horton, Inc.
301 Commerce Street, Suite 500
Fort Worth, Texas 76102
(817) 390-8200
(Name and Address of Agent for Service)

     The obligors hereby amend this application for qualification on such date or dates as may be necessary to delay its effectiveness until: (i) the 20th day after the filing of an amendment which specifically states that it shall supersede this application, or (ii) such date as the Commission, acting pursuant to Section 307(c) of the Trust Indenture Act of 1939, may determine upon written request.

 

 

     The following direct and indirect subsidiaries of D.R. Horton, Inc. are guarantors of the 9.75% Senior Notes due 2010 and are co-applicants on this Form T-3.

		Jurisdiction of		I.R.S. Employer
		Incorporation		Identification
Name of Co-Applicant		or Organization		No.
C. Richard Dobson Builders, Inc.		Virginia		54-1082672
CH Investments of Texas, Inc.		Delaware		86-0831611
CHI Construction Company		Arizona		86-0533370
CHTEX of Texas, Inc.		Delaware		74-2791268
Continental Homes, Inc.		Delaware		86-0515339
Continental Homes of Texas, L.P.		Texas		74-2791904
Continental Residential, Inc.		California		86-0596757
D.R. Horton — Emerald, Ltd.		Texas		75-2926873
D.R. Horton, Inc. — Birmingham		Alabama		62-1666398
D.R. Horton, Inc. — Chicago		Delaware		75-2795240
D.R. Horton, Inc. — Denver		Delaware		75-2666727
D.R. Horton, Inc. — Dietz-Crane		Delaware		75-2926868
D.R. Horton, Inc. — Fresno		Delaware		75-2926871
D.R. Horton, Inc. — Greensboro		Delaware		75-2599897
D.R. Horton, Inc. — Gulf Coast		Delaware		75-2926872
D.R. Horton, Inc. — Jacksonville		Delaware		75-2460269
D.R. Horton, Inc. — Louisville		Delaware		75-2636512
D.R. Horton, Inc. — Minnesota		Delaware		75-2527442
D.R. Horton, Inc. — New Jersey		Delaware		75-2665362
D.R. Horton, Inc. — Portland		Delaware		75-2763765
D.R. Horton, Inc. — Sacramento		California		75-2569592
D.R. Horton, Inc. — Torrey		Delaware		75-2689997
D.R. Horton LA North, Inc.		Delaware		65-1218941
D.R. Horton Los Angeles Holding Company, Inc.		California		75-2589298
D.R. Horton Management Company, Ltd.		Texas		75-2436079
D.R. Horton Materials, Inc.		Delaware		75-2926870
D.R. Horton OCI, Inc.		Delaware		65-1218940
D.R. Horton — Schuler Homes, LLC		Delaware		02-0548194
D.R. Horton — Texas, Ltd.		Texas		75-2491320
D.R. Horton VEN, Inc.		California		75-2589293
DRH Cambridge Homes, Inc.		California		75-2589359
DRH Cambridge Homes, LLC		Delaware		75-2797879
DRH Construction, Inc.		Delaware		75-2633738
DRH Regrem VII, LP		Texas		75-2926874
DRH Regrem VIII, LLC		Delaware		75-2926876
DRH Regrem XI, Inc.		Delaware		65-1218942
DRH Regrem XII, LP		Texas		65-1218943
DRH Regrem XIII, Inc.		Delaware		20-4973832
DRH Regrem XIV, Inc.		Delaware		20-4974035
DRH Regrem XV, Inc.		Delaware		20-4974123
DRH Regrem XVI, Inc.		Delaware		20-4974218
DRH Regrem XVII, Inc.		Delaware		20-4974283
DRH Regrem XVIII, Inc.		Delaware		20-4974344
DRH Regrem XIX, Inc.		Delaware		20-4974420
DRH Regrem XX, Inc.		Delaware		20-4974895
DRH Regrem XXI, Inc.		Delaware		20-4975007
DRH Regrem XXII, Inc.		Delaware		20-4975092
DRH Regrem XXIII, Inc.		Delaware		20-4975165
DRH Regrem XXIV, Inc.		Delaware		20-4975234

		Jurisdiction of		I.R.S. Employer
		Incorporation		Identification
Name of Co-Applicant		or Organization		No.
DRH Regrem XXV, Inc.		Delaware		75-2440439
DRH Southwest Construction, Inc.		California		75-2589289
DRH Tucson Construction, Inc.		Delaware		75-2709796
DRHI, Inc.		Delaware		75-2433464
HPH Homebuilders 2000 L.P.		California		68-0368156
KDB Homes, Inc.		Delaware		86-0565376
Meadows I, Ltd.		Delaware		75-2436082
Meadows II, Ltd.		Delaware		51-0342206
Meadows VIII, Ltd.		Delaware		75-2824511
Meadows IX, Inc.		New Jersey		75-2684821
Meadows X, Inc.		New Jersey		75-2684823
Melmort Co.		Colorado		84-1261600
Melody Homes, Inc.		Delaware		88-0309544
Schuler Homes of Arizona LLC		Delaware		99-0350555
Schuler Homes of California, Inc.		California		99-0328127
Schuler Homes of Oregon, Inc.		Oregon		99-0330791
Schuler Homes of Washington, Inc.		Washington		99-0329483
Schuler Mortgage, Inc.		Delaware		99-0349664
Schuler Realty Hawaii, Inc.		Hawaii		99-0290556
SGS Communities at Grande Quay, L.L.C.		New Jersey		22-3481784
SHA Construction LLC		Delaware		86-1002579
SHLR of California, Inc.		California		99-0350554
SHLR of Colorado, Inc.		Colorado		99-0336801
SHLR of Nevada, Inc.		Nevada		99-0343628
SHLR of Utah, Inc.		Utah		99-0336937
SHLR of Washington, Inc.		Washington		99-0334375
SRHI LLC		Delaware		99-0343629
SSHI LLC		Delaware		91-1842222
Vertical Construction Corporation		Delaware		22-3216488
Western Pacific Funding, Inc.		California		68-0346564
Western Pacific Housing Co., a California Limited Partnership		California		33-0634552
Western Pacific Housing, Inc.		Delaware		95-4887164
Western Pacific Housing Management, Inc.		California		95-4692688
Western Pacific Housing-Antigua, LLC		Delaware		95-4750872
Western Pacific Housing-Aviara, L.P.		California		95-4550008
Western Pacific Housing-Boardwalk, LLC		Delaware		95-4871227
Western Pacific Housing-Broadway, LLC		Delaware		95-4850687
Western Pacific Housing-Canyon Park, LLC		Delaware		95-4716219
Western Pacific Housing-Carmel, LLC		Delaware		95-4717091
Western Pacific Housing-Carrillo, LLC		Delaware		95-4815705
Western Pacific Housing-Communications Hill, LLC		Delaware		95-4637162
Western Pacific Housing-Copper Canyon, LLC		Delaware		95-4817406
Western Pacific Housing-Creekside, LLC		Delaware		95-4769848
Western Pacific Housing-Culver City, L.P.		California		95-4539563
Western Pacific Housing-Del Valle, LLC		Delaware		95-4887242
Western Pacific Housing-Lomas Verdes, LLC		Delaware		95-4783214
Western Pacific Housing-Lost Hills Park, LLC		Delaware		95-4652041
Western Pacific Housing-McGonigle Canyon, LLC		Delaware		95-4735759
Western Pacific Housing-Mountaingate, L.P.		California		95-4539564
Western Pacific Housing-Norco Estates, LLC		Delaware		95-4686652
Western Pacific Housing-Oso, L.P.		California		95-4496774
Western Pacific Housing-Pacific Park II, LLC		Delaware		95-4636584

		Jurisdiction of		I.R.S. Employer
		Incorporation		Identification
Name of Co-Applicant		or Organization		No.
Western Pacific Housing-Park Avenue East, LLC		Delaware		52-2350169
Western Pacific Housing-Park Avenue West, LLC		Delaware		95-4888647
Western Pacific Housing-Playa Vista, LLC		Delaware		95-4879655
Western Pacific Housing-Poinsettia, L.P.		California		95-4619838
Western Pacific Housing-River Ridge, LLC		Delaware		95-4870837
Western Pacific Housing-Robinhood Ridge, LLC		Delaware		95-4838666
Western Pacific Housing-Santa Fe, LLC		Delaware		95-4741001
Western Pacific Housing-Scripps, L.P.		California		95-4608187
Western Pacific Housing-Scripps II, LLC		Delaware		95-4688133
Western Pacific Housing-Seacove, L.P.		California		95-4473471
Western Pacific Housing-Studio 528, LLC		Delaware		95-4877069
Western Pacific Housing-Terra Bay Duets, LLC		Delaware		95-4878114
Western Pacific Housing-Torrance, LLC		Delaware		95-4879653
Western Pacific Housing-Torrey Commercial, LLC		Delaware		95-4769208
Western Pacific Housing-Torrey Meadows, LLC		Delaware		95-4878113
Western Pacific Housing-Torrey Multi-Family, LLC		Delaware		95-4781243
Western Pacific Housing-Torrey Village Center, LLC		Delaware		95-4837541
Western Pacific Housing-Vineyard Terrace, LLC		Delaware		95-4761820
Western Pacific Housing-Windemere, LLC		Delaware		95-4879656
Western Pacific Housing-Windflower, L.P.		California		95-4504317
WPH-Camino Ruiz, LLC		Delaware		95-4802985

GENERAL

1. General Information

		Form of Organization		State of Organization
Name of Applicant		(a)		(b)
D.R. Horton, Inc.		Corporation		Delaware
C. Richard Dobson Builders, Inc.		Corporation		Virginia
CH Investments of Texas, Inc.		Corporation		Delaware
CHI Construction Company		Corporation		Arizona
CHTEX of Texas, Inc.		Corporation		Delaware
Continental Homes of Texas, L.P.		Limited Partnership		Texas
Continental Homes, Inc.		Corporation		Delaware
Continental Residential, Inc.		Corporation		California
D.R. Horton — Emerald, Ltd.		Limited Partnership		Texas
D.R. Horton — Schuler Homes, LLC		Limited Liability Company		Delaware
D.R. Horton — Texas, Ltd.		Limited Partnership		Texas
D.R. Horton LA North, Inc.		Corporation		Delaware
D.R. Horton Los Angeles Holding Company, Inc.		Corporation		California
D.R. Horton Management Company, Ltd.		Limited Partnership		Texas
D.R. Horton Materials, Inc.		Corporation		Delaware
D.R. Horton OCI, Inc.		Corporation		Delaware
D.R. Horton VEN, Inc.		Corporation		California
D.R. Horton, Inc. — Birmingham		Corporation		Alabama
D.R. Horton, Inc. — Chicago		Corporation		Delaware
D.R. Horton, Inc. — Denver		Corporation		Delaware
D.R. Horton, Inc. — Dietz-Crane		Corporation		Delaware
D.R. Horton, Inc. — Fresno		Corporation		Delaware
D.R. Horton, Inc. — Greensboro		Corporation		Delaware
D.R. Horton, Inc. — Gulf Coast		Corporation		Delaware
D.R. Horton, Inc. — Jacksonville		Corporation		Delaware
D.R. Horton, Inc. — Louisville		Corporation		Delaware
D.R. Horton, Inc. — Minnesota		Corporation		Delaware
D.R. Horton, Inc. — New Jersey		Corporation		Delaware
D.R. Horton, Inc. — Portland		Corporation		Delaware
D.R. Horton, Inc. — Sacramento		Corporation		California
D.R. Horton, Inc. — Torrey		Corporation		Delaware
D.R. Horton, Inc. Foundation		Corporation		Texas
DRH Cambridge Homes, Inc.		Corporation		California
DRH Cambridge Homes, LLC		Limited Liability Company		Delaware
DRH Construction, Inc.		Corporation		Delaware
DRH Regrem VII, LP		Limited Partnership		Texas
DRH Regrem VIII, LLC		Limited Liability Company		Delaware
DRH Regrem XI, Inc.		Corporation		Delaware
DRH Regrem XII, LP		Limited Partnership		Texas
DRH Regrem XIII, Inc.		Corporation		Delaware
DRH Regrem XIV, Inc.		Corporation		Delaware
DRH Regrem XIX, Inc.		Corporation		Delaware
DRH Regrem XV, Inc.		Corporation		Delaware
DRH Regrem XVI, Inc.		Corporation		Delaware
DRH Regrem XVII, Inc.		Corporation		Delaware
DRH Regrem XVIII, Inc.		Corporation		Delaware
DRH Regrem XX, Inc.		Corporation		Delaware

		Form of Organization		State of Organization
Name of Applicant		(a)		(b)
DRH Regrem XXI, Inc.		Corporation		Delaware
DRH Regrem XXII, Inc.		Corporation		Delaware
DRH Regrem XXIII, Inc.		Corporation		Delaware
DRH Regrem XXIV, Inc.		Corporation		Delaware
DRH Regrem XXV, Inc.		Corporation		Delaware
DRH Southwest Construction, Inc.		Corporation		California
DRH Tucson Construction, Inc.		Corporation		Delaware
DRHI, Inc.		Corporation		Delaware
HPH Homebuilders 2000 L.P.		Limited Partnership		California
KDB Homes, Inc.		Corporation		Delaware
Meadows I, Ltd.		Corporation		Delaware
Meadows II, Ltd.		Corporation		Delaware
Meadows IX, Inc.		Corporation		New Jersey
Meadows VIII, Ltd.		Corporation		Delaware
Meadows X, Inc.		Corporation		New Jersey
Melmort Co.		Corporation		Colorado
Melody Homes, Inc.		Corporation		Delaware
Schuler Homes of Arizona LLC		Limited Liability Company		Delaware
Schuler Homes of California, Inc.		Corporation		California
Schuler Homes of Oregon, Inc.		Corporation		Oregon
Schuler Homes of Washington, Inc.		Corporation		Washington
Schuler Mortgage, Inc.		Corporation		Delaware
Schuler Realty Hawaii, Inc.		Corporation		Hawaii
SGS Communities at Grande Quay L.L.C		Limited Liability Company		New Jersey
SHA Construction LLC		Limited Liability Company		Delaware
SHLR of California, Inc.		Corporation		California
SHLR of Colorado, Inc.		Corporation		Colorado
SHLR of Nevada, Inc.		Corporation		Nevada
SHLR of Utah, Inc.		Corporation		Utah
SHLR of Washington, Inc.		Corporation		Washington
SRHI LLC		Limited Liability Company		Delaware
SSHI LLC		Limited Liability Company		Delaware
Vertical Construction Corporation		Corporation		Delaware
Western Pacific Funding, Inc.		Corporation		California
Western Pacific Housing Co., a California Limited Partnership		Limited Partnership		California
Western Pacific Housing Management, Inc.		Corporation		California
Western Pacific Housing, Inc.		Corporation		Delaware
Western Pacific Housing-Antigua, LLC		Limited Liability Company		Delaware
Western Pacific Housing-Aviara, L.P.		Limited Partnership		California
Western Pacific Housing-Boardwalk, LLC		Limited Liability Company		Delaware
Western Pacific Housing-Broadway, LLC		Limited Liability Company		Delaware
Western Pacific Housing-Canyon Park, LLC		Limited Liability Company		Delaware
Western Pacific Housing-Carmel, LLC		Limited Liability Company		Delaware
Western Pacific Housing-Carrillo, LLC		Limited Liability Company		Delaware
Western Pacific Housing-Communications Hill, LLC		Limited Liability Company		Delaware
Western Pacific Housing-Copper Canyon, LLC		Limited Liability Company		Delaware
Western Pacific Housing-Creekside, LLC		Limited Liability Company		Delaware
Western Pacific Housing-Culver City, L.P.		Limited Partnership		California
Western Pacific Housing-Del Valle, LLC		Limited Liability Company		Delaware
Western Pacific Housing-Lomas Verdes, LLC		Limited Liability Company		Delaware
Western Pacific Housing-Lost Hills Park, LLC		Limited Liability Company		Delaware

		Form of Organization		State of Organization
Name of Applicant		(a)		(b)
Western Pacific Housing-McGonigle Canyon, LLC		Limited Liability Company		Delaware
Western Pacific Housing-Mountaingate, L.P.		Limited Partnership		California
Western Pacific Housing-Norco Estates, LLC		Limited Liability Company		Delaware
Western Pacific Housing-Oso, L.P.		Limited Partnership		California
Western Pacific Housing-Pacific Park II, LLC		Limited Liability Company		Delaware
Western Pacific Housing-Park Avenue East, LLC		Limited Liability Company		Delaware
Western Pacific Housing-Park Avenue West, LLC		Limited Liability Company		Delaware
Western Pacific Housing-Playa Vista, LLC		Limited Liability Company		Delaware
Western Pacific Housing-Poinsettia, L.P.		Limited Partnership		California
Western Pacific Housing-River Ridge, LLC		Limited Liability Company		Delaware
Western Pacific Housing-Robinhood Ridge, LLC		Limited Liability Company		Delaware
Western Pacific Housing-Santa Fe, LLC		Limited Liability Company		Delaware
Western Pacific Housing-Scripps II, LLC		Limited Liability Company		Delaware
Western Pacific Housing-Scripps, L.P.		Limited Partnership		California
Western Pacific Housing-Seacove, L.P.		Limited Partnership		California
Western Pacific Housing-Studio 528, LLC		Limited Liability Company		Delaware
Western Pacific Housing-Terra Bay Duets, LLC		Limited Liability Company		Delaware
Western Pacific Housing-Torrance, LLC		Limited Liability Company		Delaware
Western Pacific Housing-Torrey Commercial, LLC		Limited Liability Company		Delaware
Western Pacific Housing-Torrey Meadows, LLC		Limited Liability Company		Delaware
Western Pacific Housing-Torrey Multi-Family, LLC		Limited Liability Company		Delaware
Western Pacific Housing-Torrey Village Center, LLC		Limited Liability Company		Delaware
Western Pacific Housing-Vineyard Terrace, LLC		Limited Liability Company		Delaware
Western Pacific Housing-Windemere, LLC		Limited Liability Company		Delaware
Western Pacific Housing-Windflower, L.P.		Limited Partnership		California
WPH-Camino Ruiz, LLC		Limited Liability Company		Delaware

     Except for D.R. Horton, Inc. (the “Company”), each of the foregoing entities shall be referred to herein collectively as the “Guarantors.” The Company and the Guarantors shall be referred to collectively as the “Applicants.”

2. Securities Act Exemption Applicable

     On or promptly after the effective date of this Application for Qualification on Form T-3 (the “Application”), the Company intends to exchange an aggregate principal amount of up to $113.5 million of new 9.75% Senior Notes due 2010 (the “New Notes”) for any and all of the Company’s outstanding 9.75% Senior Subordinated Notes due 2010 with an aggregate principal amount of $113.5 million (the “Existing Notes”).

     In connection with such offer to exchange (the “Offer”), the Company is also soliciting (the “Consent Solicitation”) consents to proposed amendments to the indenture, dated as of September 11, 2000, as supplemented (the “Existing Notes Indenture”), governing the Existing Notes and to the related execution of a supplemental indenture (the “Supplemental Indenture”) embodying the proposed amendments. The proposed amendments would eliminate many of the restrictive covenants contained in the Existing Notes Indenture. Approval of the proposed amendments requires consents in respect of at least a majority in aggregate principal amount of the Existing Notes outstanding and not owned by the Company, any guarantor of the Existing Notes or any affiliate of the Company. If the requisite number of consents to the proposed amendments are received (and not validly revoked) prior to the consent expiration date and the other conditions to the Offer and the Consent Solicitation are satisfied or waived, the Company will make a consent payment in cash to each person or entity in whose name any Existing Note is registered who has validly delivered (and not validly revoked) a consent prior to the consent expiration date. The complete terms of the Offer and the Consent Solicitation are contained in the Offering Memorandum and Consent

Solicitation Statement, dated May 21, 2008, as amended or supplemented from time to time (the “Offering Memorandum”), and related documents incorporated by reference herein as Exhibit T3E.

     This Offer is being made in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended. The New Notes are proposed to be offered for exchange by the Company with its existing security holders exclusively for outstanding securities of the Company. No sales of securities of the same class as the New Notes have been or are to be made by the Company by or through an underwriter at or about the same time as the Offer for which the exemption is claimed. No consideration for soliciting the exchange of securities has been, or is to be given, directly or indirectly, to any person. Customary payments will be made in respect of preparation, printing, and mailing of the Offering Memorandum and related documents and the engagement of MacKenzie Partners, Inc. as exchange agent and information agent and RBS Greenwich Capital, Barclays Capital Inc. and Wachovia Capital Markets, LLC as financial advisors to the Company. No holder of the outstanding securities has made or will be requested to make any cash payment to the Company in connection with the Offer.

AFFILIATIONS

3. Affiliates

     (a) For purposes of this application only, Donald R. Horton, Donald J. Tomnitz, Bill W. Wheat, Stacey H. Dwyer and Samuel R. Fuller and the directors of the Applicants may be deemed affiliates of the Applicants.

     (b) The Company and each of its subsidiaries are affiliates of each other. Set forth below are the direct and indirect subsidiaries of the Company. Except as otherwise noted, the capital stock or other equity interests of these subsidiaries is wholly-owned, directly or indirectly, by the Company.

		State of Incorporation
Name of Subsidiary		or Organization
Austin Data, Inc.		Texas
BP456, Inc.		Delaware
C. Richard Dobson Builders, Inc.		Virginia
CH Funding, LLC		Delaware
CH Investments of Texas, Inc.		Delaware
CHI Construction Company		Arizona
CHM Partners, L.P.(a)		Texas
CHTEX of Texas, Inc.		Delaware
Cane Island, LLC		Delaware
Continental Homes, Inc.		Delaware
Continental Homes of Texas, L.P.		Texas
Continental Residential, Inc.		California
Continental Traditions, LLC		Arizona
Custom Title, LLC(b)		Maryland
Cypress Road, L.P.(a)		California
Desert Ridge Phase I Partners(a)		Arizona
DHI Insurance, Inc.		Vermont
DHI Mortgage Company		Colorado
DHI Mortgage Company GP, Inc.		Delaware
DHI Mortgage Company LP, Inc.		Delaware
DHI Mortgage Company, Ltd.		Texas
DHI Ranch, Ltd.		Texas
DHI Title GP, Inc.		Texas
DHI Title LP, Inc.		Delaware
DHI Title of Arizona, Inc.		Arizona
DHI Title of Florida, Inc.		Florida

		State of Incorporation
Name of Subsidiary		or Organization
DHI Title of Minnesota, Inc.		Delaware
DHI Title of Nevada, Inc.		Delaware
DHI Title of Texas, Ltd.		Texas
D.R. Horton Commercial, Inc.		Delaware
D.R. Horton — Emerald, Ltd.		Texas
D.R. Horton, Inc. — Birmingham		Alabama
D.R. Horton, Inc. — Chicago		Delaware
D.R. Horton, Inc. — Denver		Delaware
D.R. Horton, Inc. — Dietz-Crane		Delaware
D.R. Horton, Inc. — Fresno		Delaware
D.R. Horton, Inc. — Greensboro		Delaware
D.R. Horton, Inc. — Gulf Coast		Delaware
D.R. Horton, Inc. — Jacksonville		Delaware
D.R. Horton, Inc. — Louisville		Delaware
D.R. Horton, Inc. — Minnesota		Delaware
D.R. Horton, Inc. — New Jersey		Delaware
D.R. Horton, Inc. — Portland		Delaware
D.R. Horton, Inc. — Sacramento		California
D.R. Horton, Inc. — Torrey		Delaware
D.R. Horton, Inc. Foundation		Texas
D.R. Horton Insurance Agency, Inc.		Texas
D.R. Horton LA North, Inc.		Delaware
D.R. Horton Life Insurance Agency, Inc.		Texas
D.R. Horton Los Angeles Holding Company, Inc.		California
D.R. Horton Management Company, Ltd.		Texas
D.R. Horton Materials, Inc.		Delaware
D.R. Horton OCI, Inc.		Delaware
D.R. Horton — Schuler Homes, LLC		Delaware
D.R. Horton Seabridge Marina, Inc.		Delaware
D.R. Horton — Texas, Ltd.		Texas
D.R. Horton VEN, Inc.		California
DRH Cambridge Homes, Inc.		California
DRH Cambridge Homes, LLC		Delaware
DRH Capital Trust I		Delaware
DRH Capital Trust II		Delaware
DRH Capital Trust III		Delaware
DRH Colorado Realty, Inc.		Delaware
DRH Construction, Inc.		Delaware
DRH Energy, Inc.		Colorado
DRH FS Mortgage Reinsurance, Ltd.		Turks & Caicos
DRH Properties, Inc.		Arizona
DRH Realty Company, Inc.		California
DRH Regrem VII, LP		Texas
DRH Regrem VIII, LLC		Delaware
DRH Regrem XI, Inc.		Delaware
DRH Regrem XII, LP		Texas
DRH Regrem XIII, Inc.		Delaware
DRH Regrem XIV, Inc.		Delaware
DRH Regrem XV, Inc.		Delaware
DRH Regrem XVI, Inc.		Delaware
DRH Regrem XVII, Inc.		Delaware
DRH Regrem XVIII, Inc.		Delaware

		State of Incorporation
Name of Subsidiary		or Organization
DRH Regrem XIX, Inc.		Delaware
DRH Regrem XX, Inc.		Delaware
DRH Regrem XXI, Inc.		Delaware
DRH Regrem XXII, Inc.		Delaware
DRH Regrem XXIII, Inc.		Delaware
DRH Regrem XXIV, Inc.		Delaware
DRH Regrem XXV, Inc.		Delaware
DRH Southwest Construction, Inc.		California
DRH Tucson Construction, Inc.		Delaware
DRHI, Inc.		Delaware
Emerald Creek No. 4, L.P.(c)		Texas
Encore II, Inc.		Arizona
Encore Venture Partners, L.P.		Delaware
Encore Venture Partners II (California), L.P.		Delaware
Encore Venture Partners II (Texas), L.P.		Delaware
Georgetown Data, Inc.(d)		Texas
Germann & McQueen, L.L.C.(e)		Arizona
GP-Encore, Inc.		Arizona
Golden Fox LLC(a)		Colorado
Grande Realty Incorporated		New Jersey
Grande Title Agency, LLC(f)		New Jersey
Greywes, LLC(g)		California
HPH Homebuilders 1995 L.P.		California
HPH Homebuilders 1996 L.P.		California
HPH Homebuilders 2000 L.P.		California
Haskell Canyon Partners, L.P.(h)		California
Haskell Canyon Partners II, L.P.(h)		California
Iao Partners		Hawaii
Kaomalo LLC(a)		Hawaii
KDB Homes, Inc.		Delaware
Livermore Homebuilders L.P.		California
McQueen & Willis, LLC(i)		Arizona
Meadows I, Ltd.		Delaware
Meadows II, Ltd.		Delaware
Meadows VIII, Ltd.		Delaware
Meadows IX, Inc.		New Jersey
Meadows X, Inc.		New Jersey
Melmort Co.		Colorado
Melody Homes, Inc.		Delaware
Metro Star Canyon, LLC(a)		Colorado
Metro Title, LLC(j)		Virginia
Oakley-Avalon L.P.		California
Rielly Carlsbad LLC(a)		Delaware
Rielly Homes Madison, LLC(a)		Delaware
Schuler Homes of Arizona LLC		Delaware
Schuler Homes of California, Inc.		California
Schuler Homes of Oregon, Inc.		Oregon
Schuler Homes of Washington, Inc.		Washington
Schuler Mortgage, Inc.		Delaware
Schuler Realty Hawaii, Inc.		Hawaii
SGS Communities at Battleground, LLC(a)		New Jersey
SGS Communities at Grande Quay L.L.C		New Jersey

		State of Incorporation
Name of Subsidiary		or Organization
SHA Construction LLC		Delaware
SHLR of California, Inc.		California
SHLR of Colorado, Inc.		Colorado
SHLR of Nevada, Inc.		Nevada
SHLR of Utah, Inc.		Utah
SHLR of Washington, Inc.		Washington
SRHI LLC		Delaware
SSHI LLC		Delaware
Surprise Village North, LLC		Arizona
The Club at Pradera, Inc.		Delaware
Travis County Title Company		Texas
Venture Management of South Carolina, LLC		South Carolina
Vertical Construction Corporation		Delaware
Western Pacific Brea Development, LLC		Delaware
Western Pacific Funding, Inc.		California
Western Pacific Housing, Inc.		Delaware
Western Pacific Housing-Antigua, LLC		Delaware
Western Pacific Housing-Aviara, L.P.		California
Western Pacific Housing-Boardwalk, LLC		Delaware
Western Pacific Housing-Broadway, LLC		Delaware
Western Pacific Housing-Canyon Park, LLC		Delaware
Western Pacific Housing-Carmel, LLC		Delaware
Western Pacific Housing-Carrillo, LLC		Delaware
Western Pacific Housing Co., a California Limited Partnership		California
Western Pacific Housing-Communications Hill, LLC		Delaware
Western Pacific Housing-Copper Canyon, LLC		Delaware
Western Pacific Housing-Coto Venture, L.P.		California
Western Pacific Housing-Creekside, LLC		Delaware
Western Pacific Housing-Culver City, L.P.		California
Western Pacific Housing-Del Valle, LLC		Delaware
Western Pacific Housing-Lomas Verdes, LLC		Delaware
Western Pacific Housing-Lost Hills Park, LLC		Delaware
Western Pacific Housing-Lyons Canyon Partners, LLC(a)		Delaware
Western Pacific Housing Management, Inc.		California
Western Pacific Housing-McGonigle Canyon, LLC		Delaware
Western Pacific Housing-Mountaingate, L.P.		California
Western Pacific Housing-Norco Estates, LLC		Delaware
Western Pacific Housing-Oso, L.P.		California
Western Pacific Housing-Pacific Park II, LLC		Delaware
Western Pacific Housing-Park Avenue East, LLC		Delaware
Western Pacific Housing-Park Avenue West, LLC		Delaware
Western Pacific Housing-Playa Vista, LLC		Delaware
Western Pacific Housing-Poinsettia, L.P.		California
Western Pacific Housing-River Ridge, LLC		Delaware
Western Pacific Housing-Robinhood Ridge, LLC		Delaware
Western Pacific Housing-Santa Fe, LLC		Delaware
Western Pacific Housing-Scripps, L.P.		California
Western Pacific Housing-Scripps II, LLC		Delaware
Western Pacific Housing-SDG, LLC		California
Western Pacific Housing-Seacove, L.P.		California
Western Pacific Housing-Studio 528, LLC		Delaware
Western Pacific Housing-Terra Bay Duets, LLC		Delaware

		State of Incorporation
Name of Subsidiary		or Organization
Western Pacific Housing-Torrance, LLC		Delaware
Western Pacific Housing-Torrey Commercial, LLC		Delaware
Western Pacific Housing-Torrey Meadows, LLC		Delaware
Western Pacific Housing-Torrey Multi-Family, LLC		Delaware
Western Pacific Housing-Torrey Village Center, LLC		Delaware
Western Pacific Housing-Vineyard Terrace, LLC		Delaware
Western Pacific Housing-Westlake II, L.P.(a)		California
Western Pacific Housing-Windemere, LLC		Delaware
Western Pacific Housing-Windflower, L.P.		California
WPH-Camino Ruiz, LLC		Delaware
WPH-Copper Canyon, LLC(k)		Delaware
WPH-Copper Canyon II, LLC(a)		Delaware
WPHD/Camarillo, LLC		California
WPHD/Ventura, LLC(k)		California
WPH-Oxnard Coastal, LLC(a)		Delaware
2 C Development Company LLC(l)		California
3030 Management, Inc.		Delaware
91st Avenue & Happy Valley, L.L.C.(a)		Arizona

MANAGEMENT AND CONTROL

4. Directors and Executive Officers

     The following table lists the name of, and offices held by, each director and executive officer of the Applicants as of the date hereof. The mailing address of each director and executive officer is: c/o D.R. Horton, Inc., 301 Commerce Street, Suite 500, Fort Worth, Texas 76102; (817) 390-8200.

(1) D.R. Horton, Inc.

Name		Position
Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President, Chief Executive Officer and Director
Bill W. Wheat		Executive Vice President, Chief Financial Officer and Director
Stacey H. Dwyer		Executive Vice President and Treasurer
Samuel R. Fuller		Senior Executive Vice President
Ted I. Harbour		Senior Vice President, Assistant Secretary and Chief Legal Officer

Name		Position
Stephan P. Perison		Senior Vice President and Assistant Secretary
James K. Schuler		Senior Vice President and Region President
David Auld		Vice President and Region President
Christopher J. Chambers		Vice President and Region President
Brian F. Gardner		Vice President and Region President
Gordon D. Jones		Vice President and Region President
Rick L. Horton		Vice President and Region President
George W. Seagraves		Vice President and Region President
Richard P. Ambrosini		Vice President and Division President
Derek Ammerman		Vice President and Division President
Douglas R. Brown		Vice President and Division President
R. Douglas Brown		Vice President and Division President
Bradford C. Brundage		Vice President and Division President
Kurt Roger Burger		Vice President and Division President
Frank T. Davis		Vice President and Division President
Mark Ferguson		Vice President and Division President
Stephen H. Fitzpatrick		Vice President and Division President
James Frasure		Vice President and Division President
Philip A. Fremento		Vice President and Division President
David Greenberg		Vice President and Division President
Thomas F. Hill Jr.		Vice President and Division President
Todd Horton		Vice President and Division President
Robert G. Hutton		Vice President and Division President
C. Shane Johnson		Vice President and Division President
James D. Kyle		Vice President and Division President
Frank Lackman		Vice President and Division President
Robert A. Lawson		Vice President and Division President
Glen D. Longarini		Vice President and Division President
John A. Mariconda		Vice President and Division President
Boyd A. Martin		Vice President and Division President
David McCarthy		Vice President and Division President
Paul J. Romanowski		Vice President and Division President
George W. Seagraves		Vice President and Division President
Ryan Selby		Vice President and Division President
Scott J. Stone		Vice President and Division President
Christopher K. Barnette		Vice President and Assistant Secretary
Scott Boden		Vice President and Region Chief Financial Officer
Robert E. Coltin		Vice President and Assistant Secretary
William A. Allen		Vice President and Division Controller
David Boten		Vice President and Assistant Secretary
Les Brannon		Vice President and Assistant Secretary
Scott W. Davis		Vice President of Construction
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President
Todd G. Frederking		Vice President of Sales
Mitch Giles		Vice President and Division Controller
Steven H. Goodman		Vice President and Assistant Secretary
Paula Hunter-Perkins		Vice President and Human Resource Director
Robert M. Karnes		Vice President and Assistant Secretary
Scott P. Keeffe		Vice President of Sales and Marketing
Steve Lovett		Vice President and Region Chief Financial Officer

Name		Position
Richard N. Maier		Vice President and Assistant Secretary
Burwell B. McClendon III		Vice President and Assistant Secretary
Thomas B. Montano		Vice President and Assistant Secretary
David T. Morice		Vice President and Assistant Secretary
Michael J. Murray		Vice President — Controller
Anthony W. Oxley		Vice President
Michael D. Parker		Vice President of Operations
Stephen M. Paul		Vice President
James M. Peebles		Vice President and Assistant Secretary
Donna L. Pope		Vice President of Sales and Marketing
Elizabeth J. Pruitt-Maynor		Vice President of Finance
Matthew J. Pupach		Vice President of Sales and Marketing
Holly N. Rasmussen		Vice President of Sales and Marketing and Assistant Secretary
Eric T. Reavis		Vice President of Sales and Marketing
Rafael J. Roca		Vice President and Area Manager
Michael A. Schroetke		Vice President and Region Chief Financial Officer
Jack E. Simpson		Vice President and Financial Reporting Controller
Jeff Tebeaux		Vice President
Randall H. Trncak		Vice President of Land Acquisition and Development
Jonathan D. Wayne		Vice President of Land
R. Thomas Williams		Vice President of Land Acquisition and Development
Chris D. Wilson		Vice President and Region Chief Financial Officer
Chris D. Wilson		Vice President and Division Controller
David F. Winsor		Vice President of Purchasing
John E. Zakoske		Vice President
Bradley S. Anderson		Director
Michael R. Buchanan		Director
Richard I. Galland		Director
Michael W. Hewatt		Director
Bob G. Scott		Director

(2) C. Richard Dobson Builders, Inc.

Name		Position
Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
David Auld		Vice President and Region President
Brian F. Gardner		Vice President and Region President
George W. Seagraves		Vice President and Region President
Kurt Roger Burger		Vice President and Division President
R. Douglas Brown		Vice President and Division President
Philip A. Fremento		Vice President and Division President
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President
Anthony W. Oxley		Vice President
Michael A. Schroetke		Vice President and Region Chief Financial Officer
Chris D. Wilson		Vice President and Region Chief Financial Officer
John E. Zakoske		Vice President

(3) CH Investments of Texas, Inc.

Name		Position
Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President

(4) CHI Construction Company

Name		Position
Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
Gordon D. Jones		Vice President and Region President
Frank T. Davis		Vice President and Division President
Rick McDowell		Vice President and Assistant Division President
Robert E. Coltin		Vice President and Assistant Secretary
Gregory T. Drascic		Vice President of Construction
Anthony Dries		Vice President
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President
Christopher Frandsen		Vice President
Steven F. Seeger		Vice President of Sales and Marketing

(5) CHTEX of Texas, Inc.

Name		Position
Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
Rick L. Horton		Vice President and Region President
Derek Ammerman		Vice President and Division President
W. Todd Horton		Vice President and Division President
Rob G. Hutton		Vice President and Division President
Les Brannon		Vice President and Assistant Secretary
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President
Steve Lovett		Vice President and Region Chief Financial Officer
Richard N. Maier		Vice President and Assistant Secretary
Burwell B. McClendon III		Vice President and Assistant Secretary
Randall C. Present		Vice President
Eric T. Reavis		Vice President of Sales and Marketing

(6) Continental Homes, Inc.

Name		Position
Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
Gordon D. Jones		Vice President and Region President
Frank T. Davis		Vice President and Division President
Rick McDowell		Vice President and Assistant Division President
Robert E. Coltin		Vice President and Assistant Secretary
Gregory T. Drascic		Vice President of Construction
Anthony Dries		Vice President
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President
Christopher Frandsen		Vice President

(7) Continental Homes of Texas, L.P.

Name		Position
None.

(8) Continental Residential, Inc.

Name		Position
Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
Christopher J. Chambers		Vice President and Region President
Keith Alex		Vice President
Richie R. Blogg		Vice President of Land Acquisition
M. Scott Clark		Vice President of Construction
R. Dale Eggleston		Vice President
Stephen H. Fitzpatrick		Vice President
Joan L. Fleming		Vice President
Diane Galigher		Vice President of Sales and Marketing
Charles P. Kalman		Vice President of Construction
Jimmy Luker		Vice President of Operations
William Mayer		Vice President and Assistant Secretary
Jeremy Newman		Vice President and Division Controller
Terri E. Robbins Caserman		Vice President of Human Resources
Steve Rowland		Vice President of Planning and Development
Jonathan R. Smith		Vice President of Purchasing
David Stearn		Vice President of Land Acquisition
Brenda L. Zalke		Vice President of California Region

(9) D.R. Horton — Emerald, Ltd.

Name		Position
None.

(10) D.R. Horton, Inc. — Birmingham

Name		Position
Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
David Auld		Vice President and Region President
Scott J. Stone		Vice President and Division President
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President
Anthony W. Oxley		Vice President
Chris D. Wilson		Vice President and Region Chief Financial Officer

(11) D.R. Horton, Inc. — Chicago

Name		Position
Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted. I Harbour		Executive Vice President and Assistant Secretary
Dale R. Eggleston		Vice President
Joan L. Fleming		Vice President

(12) D.R. Horton, Inc. — Denver

Name		Position
Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
Gordon D. Jones		Vice President and Region President
George W. Seagraves		Vice President and Division President
David Boten		Vice President and Assistant Secretary
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President
Elizabeth J. Pruitt-Maynor		Vice President of Finance
Holly N. Rasmussen		Vice President of Sales and Marketing and Assistant Secretary

(13) D.R. Horton, Inc. — Dietz-Crane

Name		Position
Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
Gordon D. Jones		Vice President and Region President
Karl Spangler		Vice President and Division President
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President
Alan S. Hall		Vice President of Land Acquisition
Don T. Kieffer		Vice President of Land Development
Eric W. Montgomery		Vice President of Construction
Joe B. Spangler		Vice President

(14) D.R. Horton, Inc. — Fresno

Name		Position
Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
Christopher J. Chambers		Vice President and Region President
Robert A. Buckheister Jr.		Vice President Construction
R. Dale Eggleston		Vice President
Jane Y. Faulks		Vice President and Division Controller
Joan L. Fleming		Vice President
Jason E. Frank		Vice President and Region Chief Financial Officer
Timothy C. Howard		Vice President Construction
Linda Inan		Vice President of Sales

(15) D.R. Horton, Inc. — Greensboro

Name		Position
Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
Brian F. Gardner		Vice President and Region President
George W. Seagraves		Vice President and Region President
Kurt Roger Burger		Vice President and Division President
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President
Michael A. Schroetke		Vice President and Region Chief Financial Officer

(16) D.R. Horton, Inc. — Gulf Coast

Name		Position
Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
Rick L. Horton		Vice President and Region President
Derek Ammerman		Vice President and Division President
Les Brannon		Vice President and Assistant Secretary
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President

(17) D.R. Horton, Inc. — Jacksonville

Name		Position
Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
David Auld		Vice President and Region President
Philip A. Fremento		Vice President and Division President
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President
Keith V. Williams		Vice President
Chris D. Wilson		Vice President and Region Chief Financial Officer
John E. Zakoske		Vice President

(18) D.R. Horton, Inc. — Louisville

Name		Position
Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President

(19) D.R. Horton, Inc. — Minnesota

Name		Position
Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary

Name		Position
George W. Seagraves		Vice President, Region President and Division President
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President
Stephen M. Paul		Vice President

(20) D.R. Horton, Inc. — New Jersey

Name		Position
Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
Brian F. Gardner		Vice President and Region President
George W. Seagraves		Vice President and Region President
Alfred L. Garfall Jr.		Vice President and Division President
Jay A. Goldberg		Vice President of Sales and Marketing and Assistant Secretary
Mitchell Newman		Vice President of Land Acquisition and Assistant Secretary
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President
Michael A. Schroetke		Vice President and Region Chief Financial Officer

(21) D.R. Horton, Inc. — Portland

Name		Position
Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
James K. Schuler		Senior Vice President and Region President
Ryan Selby		Vice President and Division President
Christopher K. Barnette		Vice President and Assistant Secretary
Scott Boden		Vice President and Region Chief Financial Officer
John R. Briscoe		Vice President and Assistant Secretary
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President

(22) D.R. Horton, Inc. — Sacramento

Name		Position
Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary

Name		Position
Christopher J. Chambers		Vice President and Region President
William E. Mayer III		Vice President and Assistant Secretary
Russell D. Ameter		Vice President and Assistant Secretary of Land Acquisition
Robert V. Brennan		Vice President and Assistant Secretary of Sales and Marketing
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President
Jason E. Frank		Vice President and Region Chief Financial Officer
Frederick G. Holz		Vice President and Assistant Secretary
Mike T. Meyer		Vice President and Assistant Secretary

(23) D.R. Horton, Inc. — Torrey

Name		Position
Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
David Auld		Vice President and Region President
Brian F. Gardner		Vice President and Region President
George W. Seagraves		Vice President and Region President
R. Douglas Brown		Vice President and Division President
Bradford C. Brundage		Vice President and Division President
Kurt Roger Burger		Vice President and Division President
Scott J. Stone		Vice President and Division President
Anthony W. Oxley		Vice President
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President
Michael A. Schroetke		Vice President and Region Chief Financial Officer
Chris D. Wilson		Vice President and Region Chief Financial Officer

(24) D.R. Horton LA North, Inc.

Name		Position
Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
Christopher J. Chambers		Vice President and Region President
Glen D. Longarini		Vice President and Division President
Jason E. Frank		Vice President and Region Chief Financial Officer
William E. Mayer III		Vice President and Assistant Secretary
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President
Mark Higgins		Vice President
Deborah S. Porter		Vice President and Division Controller

(25) D.R. Horton Los Angeles Holding Company, Inc.

Name		Position
Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
Christopher J. Chambers		Vice President and Region President
Stephen H. Fitzpatrick		Vice President, Division President and Assistant Secretary
Glen D. Longarini		Vice President and Division President
Keith Alex		Vice President
Richie R. Blogg		Vice President of Land Acquisition
Daniel W. Boyd		Vice President
Robert A. Buckheister Jr.		Vice President Construction
M. Scott Clark		Vice President of Construction
R. Dale Eggleston		Vice President
Jane Y. Faulks		Vice President and Division Controller
Joan L. Fleming		Vice President
Jason E. Frank		Vice President and Region Chief Financial Officer
Diane Galigher		Vice President of Sales and Marketing
Mark Kolan Higgins		Vice President
Timothy C. Howard		Vice President Construction
Jimmy Luker		Vice President of Operations
William Mayer		Vice President and Assistant Secretary
Deborah S. Porter		Vice President and Division Controller
Terri E. Robbins Caserman		Vice President of Human Resources
Steve Rowland		Vice President of Planning and Development
Rodney S. Singh		Vice President of Land Acquisition and Development
Jonathan R. Smith		Vice President of Purchasing
Brenda L. Zalke		Vice President of California Region

(26) D.R. Horton Management Company, Ltd.

Name		Position
None.

(27) D.R. Horton Materials, Inc.

Name		Position
Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President
Rick L. Horton		Vice President and Region President
Derek Ammerman		Vice President and Division President
W. Todd Horton		Vice President and Division President
Rob G. Hutton		Vice President and Division President
C. Shane Johnson		Vice President and Division President

Name		Position
James D. Kyle		Vice President and Division President

(28) D.R. Horton OCI, Inc.

Name		Position
Donald R. Horton		Chairman of the Board
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
Christopher J. Chambers		Vice President and Region President
Stephen J. Fitzpatrick		Vice President and Division President
M. Scott Clark		Vice President of Construction
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President
Jason E. Frank		Vice President and Region Chief Financial Officer
Charles P. Kalman		Vice President of Construction
Jimmy Luker		Vice President of Operations
William E. Mayer III		Vice President and Assistant Secretary
Brenda L. Zalke		Vice President of California Region
Diane Galigher		Vice President of Sales and Marketing

(29) D.R. Horton — Schuler Homes, LLC

Name		Position
None.

(30) D.R. Horton — Texas, Ltd.

Name		Position
None.

(31) D.R. Horton VEN, Inc.

Name		Position
Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
Christopher J. Chambers		Vice President and Region President
Glen D. Longarini		Vice President and Division President
James R. Bird		Vice President of Customer Service
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President
Jason E. Frank		Vice President and Region Chief Financial Officer
William Mayer		Vice President and Assistant Secretary
Deborah S. Porter		Vice President and Division Controller

(32) DRH Cambridge Homes, Inc.

Name		Position
Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman and Chief Executive Officer
Douglas R. Brown		President and Division President
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Jerry Conrad		Senior Vice President
Ted I. Harbour		Senior Vice President and Assistant Secretary
George W. Seagraves		Vice President and Region President
Paul F. Ivers		Vice President and Division President
Steven H. Goodman		Vice President and Assistant Secretary
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President
Bob Hinz		Vice President
David L. Smith		Vice President of Sales and Marketing

(33) DRH Cambridge Homes, LLC

Name		Position
None.

(34) DRH Construction, Inc.

Name		Position
Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Gordon D. Jones		Vice President and Region President
John A. Mariconda		Vice President and Division President
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President

(35) DRH Regrem VII, LP

Name		Position
None.

(36) DRH Regrem VIII, LLC

Name		Position
None.

(37) DRH Regrem XI, Inc.

Name		Position
Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President

(38) DRH Regrem XII, LP

Name		Position
None.

(39) DRH Regrem XIII, Inc.

Name		Position
Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President

(40) DRH Regrem XIV, Inc.

Name		Position
Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President

(41) DRH Regrem XV, Inc.

Name		Position
Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President

(42) DRH Regrem XVI, Inc.

Name		Position
Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President

(43) DRH Regrem XVII, Inc.

Name		Position
Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President

(44) DRH Regrem XVIII, Inc.

Name		Position
Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President

(45) DRH Regrem XIX, Inc.

Name		Position
Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President

(46) DRH Regrem XX, Inc.

Name		Position
Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer

Name		Position
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President

(47) DRH Regrem XXI, Inc.

Name		Position
Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President

(48) DRH Regrem XXII, Inc.

Name		Position
Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President

(49) DRH Regrem XXIII, Inc.

Name		Position
Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President

(50) DRH Regrem XXIV, Inc.

Name		Position
Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer

Name		Position
Ted I. Harbour		Senior Vice President and Assistant Secretary
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President

(51) DRH Regrem XXV, Inc.

Name		Position
Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President

(52) DRH Southwest Construction, Inc.

Name		Position
Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
Gordon D. Jones		Vice President and Region President
Mark J. Ferguson		Vice President and Division President
Karl Spangler		Vice President and Division President
Robert E. Coltin		Vice President and Assistant Secretary
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President
Don T. Kieffer		Vice President of Land Development
Eric W. Montgomery		Vice President of Construction

(53) DRH Tucson Construction, Inc.

Name		Position
Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
Gordon D. Jones		Vice President and Region President
David S. Greenberg		Vice President and Division President
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President
Matthew J. Pupach		Vice President of Sales and Marketing
R. Thomas Williams		Vice President
David F. Winsor		Vice President of Purchasing

(54) DRHI, Inc.

Name		Position
Donald R. Horton		Chairman of the Board and Director
Donald J. Tomnitz		Vice Chairman, President and Chief Executive Officer
Samuel R. Fuller		Senior Executive Vice President
Bill W. Wheat		Executive Vice President and Chief Financial Officer
Stacey H. Dwyer		Executive Vice President and Treasurer
Ted I. Harbour		Senior Vice President and Assistant Secretary
Stephan P. Perison		Senior Vice President and Assistant Secretary
James K. Schuler		Senior Vice President and Region President
David Auld		Vice President and Region President
Brian F. Gardner		Vice President and Region President
Rick L. Horton		Vice President and Region President
Gordon D. Jones		Vice President and Region President
George W. Seagraves		Vice President and Region President
Steve Lovett		Vice President and Region Chief Financial Officer
Richard P. Ambrosini		Vice President and Division President
Derek Ammerman		Vice President and Division President
Douglas R. Brown		Vice President and Division President
R. Douglas Brown		Vice President and Division President
Bradford C. Brundage		Vice President and Division President
Kurt Roger Burger		Vice President and Division President
Mark Ferguson		Vice President and Division President
Stephen H. Fitzpatrick		Vice President and Division President
James Frasure		Vice President and Division President
Philip A. Fremento		Vice President and Division President
David Greenberg		Vice President and Division President
Thomas F. Hill, Jr.		Vice President and Division President
Todd Horton		Vice President and Division President
Robert G. Hutton		Vice President and Division President
C. Shane Johnson		Vice President and Division President
James D. Kyle		Vice President and Division President
Frank Lackman		Vice President and Division President
Robert A. Lawson		Vice President and Division President
Glen D. Longarini		Vice President and Division President
John A. Mariconda		Vice President and Division President
David McCarthy		Vice President and Division President
Boyd A. Martin		Vice President and Division President
Paul J. Romanowski		Vice President and Division President
George W. Seagraves		Vice President and Division President
Ryan Selby		Vice President and Division President
Scott Stone		Vice President and Division President
Christopher K. Barnette		Vice President and Assistant Secretary
Scott Boden		Vice President and Region Chief Financial Officer
Les Brannon		Vice President and Assistant Secretary
R. Dale Eggleston		Vice President
Joan L. Fleming		Vice President
Steven H. Goodman		Vice President and Assistant Secretary
Paula Hunter-Perkins		Vice President and Human Resources Director
Robert M. Karnes		Vie President and Assistant Secretary
Burwell B. McClendon III		Vice President and Assistant Secretary
Thomas B. Montano		Vice President and Assistant Secretary