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                                                                    EXHIBIT 10.1


                               CENTEX CORPORATION

                   AMENDED AND RESTATED 1987 STOCK OPTION PLAN


1.       PURPOSE

         The purpose of this Plan is to assist Centex Corporation, a Nevada
corporation, in attracting and retaining as officers and key employees of the
Company and its Affiliates, and as non-employee directors of the Company,
individuals of training, experience and ability and to furnish additional
incentive to such individuals by encouraging them to become owners of Shares of
the Company's capital stock, by granting to such individuals Incentive Options,
Nonqualified Options, Restricted Stock, or any combination of the foregoing.

2.       DEFINITIONS

         Unless the context otherwise requires, the following words as used
herein shall have the following meanings:

         "Act" -- The Securities Exchange Act of 1934, as amended.

         "Affiliates" -- Any corporation or other entity which is a direct or
         indirect parent or subsidiary (including, without limitation,
         partnerships and limited liability companies) of the Company.

         "Agreement" -- The written agreement between the Company and the
         Optionee evidencing the Option granted by the Company and the
         understanding of the parties with respect thereto.

         "Board" -- The Board of Directors of the Company as the same may be
         constituted from time to time.

         "Code" -- The Internal Revenue Code of 1986, as amended from time to
         time.

         "Committee" -- The Committee provided for in Section 3 of this Plan, as
         such Committee may be constituted from time to time.

         "Company"-- Centex Corporation, a Nevada corporation.

         "Fair Market Value" -- If a Share is traded on one or more established
         market or exchanges, the closing price of the Share in the primary
         market or exchange on which the Share is traded, and if the Share is
         not so traded or the Share does not trade on the relevant date, the
         value determined in good faith by the Board. For purposes of valuing
         Shares to be made subject to Incentive Options, the Fair Market Value
         of stock shall be determined without regard to any restriction other
         than one which, by its terms, will never lapse.

         "Incentive Option" -- Stock Options that are intended to satisfy the
         requirements of Section 422 of the Code and Section 16 of this Plan.

         "Non-employee Director" -- An individual who satisfies the requirements
         of Rule 16b-3 promulgated under the Act.



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         "Nonqualified Options" -- Stock Options which do not satisfy the
         requirements of Section 422 of the Code.

         "Option" -- An option to purchase one or more Shares of the Company
         granted under and pursuant to the Plan. Such Option may be either an
         Incentive Option or a Nonqualified Option.

         "Optionee" -- An individual who has been granted an Option under this
         Plan and who has executed a written option Agreement with the Company.

         "Plan"-- This Centex Corporation 1987 Stock Option Plan.

         "Permitted Transferees" -- (i) members of the Optionee's immediate
         family, (ii) one or more trusts for the benefit of such members of the
         Optionee's immediate family, (iii) partnerships in which such immediate
         family members are the only partners and (iv) limited liability
         companies in which such immediate family members are the only members.

         "Restricted Stock" -- Shares issued pursuant to Section 19 of the Plan.

         "Senior Management" -- Members of the senior management group of the
         Company and its Affiliates, such senior managers to be identified by
         the Chairman and Vice Chairman of the Board of the Company.

         "Share" -- A share of the Company's present twenty-five cents ($0.25)
         par value common stock and any share or shares of capital stock or
         other securities of the Company hereafter issued or issuable upon, in
         respect of or in substitution or in exchange for each present share.
         Such Shares may be unissued or reacquired Shares, as the Board, in its
         sole and absolute discretion, shall from time to time determine.

3.       ADMINISTRATION

         The Plan shall be administered by a committee (the "Committee")
comprised of two or more Non-employee Directors appointed by the Board from
time to time. The Committee shall (a) select the eligible employees or directors
who are to receive Options or awards of Restricted Stock under the Plan, (b)
determine the type, number, vesting requirements and other features and
conditions of Options or awards of Restricted Stock, (c) interpret the Plan, and
(d) make all other determinations necessary or advisable for the administration
of the Plan. The Committee may adopt such rules or guidelines as it deems
appropriate to implement the Plan. The Committee's determinations under the Plan
shall be final and binding on all persons.

4.       SHARES SUBJECT TO PLAN

         (a) A maximum of 7,065,139 Shares shall be subject to grants of Options
and awards of Restricted Stock under the Plan; provided that such maximum shall
be increased or decreased as provided below in Section 12.

         (b) At any time and from time to time after the Plan takes effect, the
Committee, pursuant to the provisions herein set forth, may grant Options and
award Restricted Stock until the maximum number of Shares shall be exhausted or
the Plan shall be sooner terminated; provided, however, that no Option shall be
granted and no Restricted Stock shall be awarded after May 19, 2001.

         (c) Should any Option expire or be cancelled without being fully
exercised, or should any Restricted Stock previously awarded be reacquired by
the Company, the number of Shares with respect to which such Option



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shall not have been exercised prior to its expiration or cancellation and the
number of Shares of such Restricted Stock so reacquired may again be optioned or
awarded pursuant to the provisions hereof.

         (d) Any Shares withheld pursuant to subsection 18(c) shall not be
available after such withholding for being optioned or awarded pursuant to the
provisions hereof.

5.       ELIGIBILITY

         Eligibility for the receipt of the grant of Options under the Plan
shall be confined to (a) a limited number of persons who are employed by the
Company, or one or more of its Affiliates and who are officers of or who, in the
opinion of the Committee, hold other key positions in or for the Company or one
or more of its Affiliates and (b) directors of the Company, including directors
who are not employees of the Company or its Affiliates; provided that only
employees of the Company or its Affiliates shall be eligible for the grant of
Incentive Options. In addition, an individual who becomes a director of the
Company, but who is not at the time he becomes a director also an employee of
the Company, shall not be eligible for a grant of Options or an award of
Restricted Stock, and shall not be eligible for the grant of an option, stock
allocation, or stock appreciation right under any other plan of the Company or
its affiliates (within the meaning of Rule 12b-2 promulgated under the Act)
until the Board expressly declares such person eligible by resolution. In no
event may an Option be granted to an individual who is not an employee of the
Company or an Affiliate or a director of the Company.

6.       GRANTING OF OPTIONS

         (a) From time to time while the Plan is in effect, the Committee may in
its absolute discretion, select from among the persons eligible to receive a
grant of Options under the Plan (including persons who have already received
such grants of Options) such one or more of them as in the opinion of the
Committee should be granted Options. The Committee shall thereupon, likewise in
its absolute discretion, determine the number of Shares to be allotted for
option to each person so selected; provided, however, that the total number of
Shares subject to Options granted to any one person, including directors of the
Company, when aggregated with the number of Shares of Restricted Stock awarded
to such person, shall not exceed 706,513 Shares.

         (b) Each person so selected shall be offered an Option to purchase the
number of Shares so allotted to him, upon such terms and conditions, consistent
with the provisions of the Plan, as the Committee may specify. Each such person
shall have a reasonable period of time, to be fixed by the Committee, within
which to accept or reject the proffered Option. Failure to accept within the
period so fixed may be treated as a rejection.

         (c) Each person who accepts an Option offered to him shall enter into
an Agreement with the Company, in such form as the Committee may prescribe,
setting forth the terms and conditions of the Option, whereupon such person
shall become a participant in the Plan. In the event an individual is granted
both one or more Incentive Options and one or more Nonqualified Options, such
grants shall be evidenced by separate Agreements, one each for the Incentive
Option grants and one each for the Nonqualified Options grants. The date which
the Committee specifies to be the grant date of an Option to an individual shall
constitute the date on which the Option covered by such Agreement is granted. In
no event, however, shall an Optionee gain any rights in addition to those
specified by the Committee in its grant, regardless of the time that may pass
between the grant of the Option and the actual signing of the Agreement by the
Company and the Optionee.

7.       OPTION PRICE

         The option price for each Share covered by each Incentive Option shall
not be less than the greater of (a) the par value of each such Share or (b) the
Fair Market Value of the Share at the time such Option is granted, except as
provided hereinafter. The option price for each Share covered by each
Nonqualified Option shall not



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be less than the greater of (a) the par value of each such Share or (b) 85% of
the Fair Market Value of the Share at the time the Option is granted; provided,
however, that the number of Shares covered by Nonqualified Options granted under
this Plan that have an option price less than the Fair Market Value of a Share
at the time the respective Option is granted shall not exceed 10% of the total
number of Shares authorized to be issued under this Plan. If the Company or an
Affiliate agrees to substitute a new Option under the Plan for an old Option, or
to assume an old Option, by reason of a corporate merger, consolidation,
acquisition of property or stock, separation, reorganization, or liquidation
(any of such events being referred to herein as a "Corporate Transaction"), the
option price of the Shares covered by each such new Option or assumed Option may
be other than the Fair Market Value of the stock at the time the Option is
granted as determined by reference to a formula, established at the time of the
Corporate Transaction, which will give effect to such substitution or
assumption; provided, however, in no event shall --

         (a) the excess of the aggregate Fair Market Value of the Share subject
to the Option immediately after the substitution or assumption over the
aggregate option price of such Shares be more than the excess of the aggregate
Fair Market Value of all Shares subject to the Option immediately prior to the
substitution or assumption over the aggregate option price of such Shares

         (b) in the case of an Incentive Option, the new Option or the
assumption of the old Option give the Optionee additional benefits which he
would not have under the old Option; or

         (c) the ratio of the option price to the Fair Market Value of the stock
subject to the Option immediately after the substitution or assumption be more
favorable to the Optionee than the ratio of the option price to the Fair Market
Value of the stock subject to the old Option immediately prior such substitution
or assumption, on a Share by Share basis.

         Notwithstanding the above, the provisions of this Section 7 with
respect to the Option price in the event of a Corporate Transaction shall, in
case of an Incentive Option, be subject to the requirements of Section 424(a) of
the Code and the Treasury regulations and revenue rulings promulgated
thereunder. In the case of an Incentive Option, in the event of a conflict
between the terms of this Section 7 and the above cited statute, regulations,
and rulings, or in the event of an omission in this Section 7 of a provision
required by said laws, the latter shall control in all respects and are hereby
incorporated herein by reference as if set out at length.

8.       OPTION PERIOD

         (a) Each Option shall run for such period of time as the Committee may
specify, but in no event for longer than ten (10) years from the date when the
Option is granted, including the period of time provided in subsections (i) and
(ii) of this subsection (a); and subject to such limits, and the further
condition that, unless designated otherwise by the Committee, no Incentive
Option shall become exercisable prior to one year from the date of its grant,

                  (i) Except as provided below in this subsection (i), all
         rights to exercise an Option shall terminate within three months after
         the date the Optionee ceases to be an employee of at least one of the
         employers in the group of employers consisting of the Company and its
         Affiliates, or after the date the Optionee ceases to be a director of
         the Company, whichever may occur later, for any reason other than
         death, except that, (x) in the case of a Nonqualified Option which is
         held by an Optionee who is, on the date of cessation referred to in
         this clause, an officer or director of the Company (within the meanings
         thereof under Section 16b) of the Act), all rights to exercise such
         Option shall terminate within seven months after the date the Optionee
         ceases to be an employee of at least one of the employers in the group
         of employers consisting of the Company and its Affiliates, or, if
         later, after the date the Optionee ceases to be a director of the
         Company, for any reason other than death; and, except that, (y) the
         Committee, in



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         its discretion, may provide in new Option grants or amend outstanding
         Options to provide an extended period of time during which an Optionee
         can exercise a Nonqualified Option to the maximum permissible period
         for which such Optionee's Option would have been exercisable in the
         absence of the Optionee's ceasing to be an employee of the Company and
         its Affiliates or ceasing to be a director of the Company; and, except
         that (z) in case the employment of the Optionee is terminated for
         cause, the Option shall thereafter be null and void for all purposes.

                  (ii) If the Optionee ceases to be employed by at least one of
         the employers in the group of employers consisting of the Company and
         its Affiliates, or ceases to be a director of the Company, whichever
         may occur later, by reason of his death, all rights to exercise such
         Option shall terminate fifteen (15) months thereafter.

                  (iii) If an Option is granted with a term shorter than ten
         (10) years, the Committee may extend the term of the Option, but for
         not more than ten (10) years from the date when the Option was
         originally granted.

9.       OPTIONS NOT TRANSFERABLE

         No Option or interest therein shall be transferable by the person to
whom it is granted otherwise than by will or by the applicable laws of descent
and distribution. Notwithstanding the foregoing, the Committee may, in its sole
discretion, provide in the Agreement relating to the grant of an Option that the
Optionee may transfer such Option, without consideration, to members of the
Optionee's immediate family or to one or more trusts for the benefit of such
immediate family members or partnerships in which such immediate family members
are the only partners. For purposes of this Section 9, "immediate family" shall
mean the Optionee's spouse, parents, children (including adopted children) and
grandchildren.

         Further, notwithstanding the foregoing, the Committee may, in its sole
discretion, provide in each of those Agreements relating to the grant of an
Option whose term will expire in 2000, 2001, 2003, 2004, 2005, 2006 or 2007 that
a Director or Senior Management Optionee may transfer such Option to one or more
Permitted Transferees with or without consideration to the Optionee provided
that the following conditions are satisfied with respect to such transfer: (i)
such transfer is made pursuant to the program that the Company has created to
facilitate the reduction of its stock option overhang and is accomplished on or
before March 5, 2000; (ii) the Permitted Transferee exercises the Option not
more than 30 days following such transfer; (iii) all fees and expenses charged
by accounting firms, law firms and all other third party consultants in
connection with such transfer are paid by the Optionee, and such fees and
expenses are not otherwise paid or reimbursed by the Company or any of its
Affiliates; (iv) the Permitted Transferee agrees to be bound by all of the terms
of the Agreement, except that once transferred by the Optionee to such Permitted
Transferee, the Option may not be subsequently transferred except back to the
Optionee; (v) if the consideration tendered by the Permitted Transferee for the
Option is a term obligation, the principal amount under such term obligation
will be due in full no later than the fifth anniversary of the Option's
expiration date; and (vi) the Permitted Transferee agrees to inform the
Company's Stock Plan Administrator upon (a) the sale or other transfer of the
shares underlying the Option and (b) any other event or action taken by the
Permitted Transferee with respect to the Option, the shares underlying the
Option or the consideration for the Option, where such event or action will give
rise to a recognizable event for the Company.

10.      EXERCISE OF OPTIONS

         (a) During the lifetime of an Optionee only he or his guardian or legal
representative or transferee may exercise an Option granted to him. In the event
of his death, any then exercisable portion of his Option may, within fifteen
(15) months thereafter, or earlier date of termination of the Option, be
exercised in whole or in part



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by any person empowered to do so under the deceased Optionee's will or under the
applicable laws of descent and distribution.

         (b) At any time, and from time to time, during the period when any
Option, or a portion thereof, is exercisable, such Option, or portion thereof,
may be exercised in whole or in part; provided, however, that the Committee may
require any Option which is partially exercised to be so exercised with respect
to at least a stated minimum number of Shares.

         (c) Each exercise of an Option or portion or part thereof shall be
evidenced by a notice in writing to the Company accompanied by payment in full
of the option price of the Shares then being purchased. Payment in full shall
mean payment of the full amount due, either in cash, by certified check or
cashier's check or, with the consent of the Committee, with Shares owned by the
Optionee, including an actual or deemed multiple series of exchanges of such
Shares.

         (d) No Shares shall be issued until full payment therefor has been
made, and an Optionee shall have none of the rights of a stockholder until
Shares are issued to him.

         (e) Nothing herein or in any Agreement executed or Option granted
hereunder shall require the Company to issue any Shares upon exercise of an
Option if such issuance would, in the opinion of counsel for the Company,
constitute a violation of the Securities Act of 1933, as amended, or any similar
or superseding statute or statutes, or any other applicable statute or
regulation, as then in effect. Upon the exercise of an Option or portion or part
thereof, the Optionee shall give to the Company satisfactory evidence that he is
acquiring such Shares for the purpose of investment only and not with a view to
their distribution; provided, however, if or to the extent that the Shares
subject to the Option shall be included in a registration statement filed by the
Company, or one of its Affiliates, such investment representation shall be
abrogated.

11.      DELIVERY OF STOCK CERTIFICATES

         As promptly as may be practicable after an Option, or a portion or part
thereof, has been exercised as hereinabove provided, the Company shall make
delivery of one or more certificates for the appropriate number of Shares. In
the event that an Optionee exercises both an Incentive Option, or a portion
thereof, and a Nonqualified Option, or a portion thereof, separate stock
certificates shall be issued, one for the Shares subject to the Incentive Option
and one for the Shares subject to the Nonqualified Option.

12.      CHANGES IN COMPANY'S SHARES AND CERTAIN CORPORATE TRANSACTIONS

         (a) If at any time while the Plan is in effect there shall be an
increase or decrease in the number of issued and outstanding Shares of the
Company effected without receipt of consideration therefor by the Company,
through the declaration of a stock dividend or through any recapitalization or
merger or otherwise in which the Company is the surviving corporation, resulting
in a stock split-up, combination or exchange of Shares of the Company, then and
in each such event:

                  (i) An appropriate adjustment shall be made in the maximum
         number of Shares then subject to being optioned or awarded as
         Restricted Stock under the Plan, to the end that the same proportion of
         the Company's issued and outstanding Shares shall continue to be
         subject to being so optioned and awarded;

                  (ii) Appropriate adjustment shall be made in the number of
         Shares and the option price per Share thereof then subject to purchase
         pursuant to each Option previously granted, to the end that the



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         same proportion of the Company's issued and outstanding Shares in each
         such instance shall remain subject to purchase at the same aggregate
         option price; and

                  (iii) In the case of Incentive Options, any such adjustments
         shall in all respects satisfy the requirements of Section 424(a) of the
         Code and the Treasury regulations and revenue rulings promulgated
         thereunder.

         Except as is otherwise expressly provided herein, the issue by the
Company of shares of its capital stock of any class, or securities convertible
into shares of capital stock of any class, either in connection with a direct
sale or upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Company convertible into such shares
or other securities, shall not affect, and no adjustment by reason thereof shall
be made with respect to, the number of or option price of Shares then subject to
outstanding Options granted under the Plan. Furthermore, the presence of
outstanding Options granted under the Plan shall not affect in any manner the
right or power of the Company to make, authorize or consummate (i) any or all
adjustments, recapitalizations, reorganizations or other changes in the
Company's capital structure or its business; (ii) any merger or consolidation of
the Company; (iii) any issue by the Company of debt securities or preferred or
preference stock which would rank above the Shares subject to outstanding
Options granted under the Plan; (iv) the dissolution or liquidation of the
Company; (v) any sale, transfer or assignment of all or any part of the assets
or business of the Company; or (vi) any other corporate act or proceeding,
whether of a similar character or otherwise.

         (b) Notwithstanding anything to the contrary above, a dissolution or
liquidation of the Company, a merger (other than a merger effecting a
reincorporation of the Company in another state) or consolidation in which the
Company is not the surviving corporation (or survives only as a subsidiary of
another corporation in a transaction in which the stockholders of the parent of
the Company and their proportionate interests therein immediately after the
transaction are not substantially identical to the stockholders of the Company
and their proportionate interests therein immediately prior to the transaction),
a transaction in which another corporation becomes the owner of 50% or more of
the total combined voting power of all classes of stock of the Company, or a
change in control (as specified below), shall cause every Option then
outstanding to become exercisable in full, subject to the limitation on the
aggregate Fair Market Value of Shares that may become first exercisable during
any calendar year set forth in Section 16, immediately prior to such
dissolution, liquidation, merger, consolidation, transaction, or change in
control, to the extent not theretofore exercised, without regard to the
determination as to the periods and installments of exercisability contained in
the Agreements if (and only if) such Options have not at that time expired or
been terminated. For purposes of this paragraph, a change in control shall be
deemed to have taken place if: (i) a third person, including a "group" as
defined in Section 13(d)(3) of the Act, becomes the beneficial owner of Shares
of the Company having 50% or more of the total number of votes that may be cast
for the election of directors of the Company; or (ii) as a result of, or in
connection with, a contested election for directors, the persons who were
directors of the Company immediately before such election shall cease to
constitute a majority of the Board. Notwithstanding the foregoing provisions of
this paragraph, in the event of any such dissolution, merger, consolidation,
transaction, or change in control, the Board may completely satisfy all
obligations of the Company and its Affiliates with respect to any Option
outstanding on the date of such event by delivering to the Optionee cash in an
amount equal to the difference between the aggregate exercise price for Shares
under the Option and the Fair Market Value of such Shares on the date of such
event, such payment to be made within a reasonable time after such event.

13.      EFFECTIVE DATE

         The Plan shall be effective on May 20, 1987, the date of its adoption
by the Board, but shall be submitted to the stockholders of the Company for
ratification at the next regular or special meeting thereof to be held within
twelve (12) months after the Board shall have adopted the Plan. If at such a
meeting of the stockholders of the



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Company a quorum is present, the Plan shall be presented for ratification, and
unless at such a meeting the Plan is ratified by the affirmative vote of a
majority of the outstanding $0.25 par value common stock of the Company, then
and in such event, the Plan and all Options granted under the Plan and all
awards of Restricted Stock under the Plan shall become null and void and of no
further force or effect.

14.      AMENDMENT, SUSPENSION OR TERMINATION

         (a) Subject to the other terms and condition of this Plan and the
limitations set forth in subsection 14(b) below, the Board may at any time
amend, suspend or terminate the Plan; provided, however, that after the
stockholders have ratified the Plan, the Board may not, without approval of the
stockholders of the Company, amend the Plan so as to:

                  (i) Increase the maximum number of Shares subject thereto, as
         specified above in Sections 4(a) and 12; or

                  (ii) Increase the proportionate number of Shares which may be
         purchased pursuant to Option by any one person or awarded as Restricted
         Stock to any one person, as specified above in Section 6(a) or below in
         Section 19(a).

         (b) Neither the Board nor the Committee may amend the Plan or any
Agreement to reduce the option price of an outstanding Option or modify, impair
or cancel any existing Option without the consent of the holder thereof.

15.      REQUIREMENTS OF LAW

         Notwithstanding anything contained herein to the contrary, the Company
shall not be required to sell or issue Shares under any Option if the issuance
thereof would constitute a violation by the Optionee or the Company of any
provisions of any law or regulation of any governmental authority or any
national securities exchange; and as a condition of any sale or issuance of
Shares under Option the Company may require such agreements or undertakings, if
any, as the Company may deem necessary or advisable to assure compliance with
any such law or regulation.

16.      INCENTIVE STOCK OPTIONS

         The Committee, in its discretion, may designate any Option granted
under the Plan as an Incentive Option intended to qualify under Section 422 of
the Code. Any provision of the Plan to the contrary notwithstanding, (i) no
Incentive Option shall be granted to any person who, at the time such Incentive
Option is granted, owns stock possessing more than 10 percent of the total
combined voting power of all classes of stock of the Company or any Affiliate
unless the purchase price under such Incentive Option is at least 110 percent of
the Fair Market Value of the Shares subject to an Incentive Option at the date
of its grant and such Incentive Option is not exercisable after the expiration
of five years from the date of its grant, and (ii) the aggregate Fair Market
Value of the Shares subject to such Incentive Option and the aggregate Fair
Market Value of the shares of stock of any Affiliate (or a predecessor of the
Company or an Affiliate) subject to any other incentive stock option (within the
meaning of Section 422 of the Code) of the Company and its Affiliates (or a
predecessor corporation of any such corporation), that may become first
exercisable in any calendar year, shall not (with respect to any Optionee)
exceed $100,000, determined as of the date the Incentive Option is granted. For
purposes of this Section 16, "predecessor corporation" means a corporation that
was a party to a transaction described in Section 424(a) of the Code (or which
would be so described if a substitution or assumption under such section had
been effected) with the Company, or a corporation which, at the time the new
incentive stock option (within the meaning of Section 422 of the Code) is
granted, is an Affiliate of the Company or a predecessor corporation of any such
corporations.



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17.      MODIFICATION OF OPTIONS

         Subject to the terms and conditions of and within the limitations of
the Plan, the Committee may modify, extend or renew outstanding Options granted
under the Plan, or accept the surrender of Options outstanding hereunder (to the
extent not theretofore exercised) and authorize the granting of new Options
hereunder in substitution therefor (to the extent not theretofore exercised).
Notwithstanding the foregoing provisions of this Section 17, no modification of
an Option granted hereunder shall, without the consent of the Optionee, alter or
impair any rights or obligations under any Option theretofore granted hereunder
to such Optionee under the Plan, except as may be necessary, with respect to
Incentive Options, to satisfy the requirements of Section 422 of the Code.

18.      AGREEMENT PROVISIONS

         (a) Each Agreement shall contain such provisions (including, without
limitation, restrictions or the removal of restrictions upon the exercise of the
Option and the transfer of shares thereby acquired) as the Committee shall deem
advisable. Each Agreement shall identify the Option evidenced thereby as an
Incentive Option or Nonqualified Option, as the case may be. Incentive Options
and Nonqualified Options may not both be covered by a single Agreement. Each
such Agreement relating to Incentive Options granted hereunder shall contain
such limitations and restrictions upon the exercise of the Incentive Option as
shall be necessary for the Incentive Option to which such Agreement related to
constitute an incentive stock option, as defined in Section 422 of the Code.

         (b) The Plan shall be annexed to each Agreement and each Agreement
shall recite that it is subject to the Plan and that the Plan shall govern where
there is any inconsistency between the Plan and the Agreement.

         (c) Each Agreement shall contain an agreement and covenant by the
Optionee, in such form as the Committee may require in its discretion, that he
consents to and will take whatever affirmative actions are required, in the
opinion of the Board or Committee, to enable the Company or appropriate
Affiliate to satisfy its Federal income tax and FICA withholding obligations. An
Agreement may contain such provisions as the Committee deems appropriate to
enable the Company or its Affiliates to satisfy such withholding obligations,
including provisions permitting the Company, on exercise of an Option, to
withhold Shares otherwise issuable to the Optionee exercising the Option to
satisfy the applicable withholding obligations.

         (d) Each Agreement relating to an Incentive Option shall contain a
covenant by the Optionee immediately to notify the Company in writing of any
disqualifying disposition (within the meaning of section 421(b) of the Code) of
an Incentive Option.

19.      RESTRICTED STOCK

         (a) Shares of Restricted Stock may be awarded by the Committee to such
individuals as are eligible for grants of Options, as the Committee may
determine at any time and from time to time before the termination of the Plan.
The total number of Shares of Restricted Stock awarded to any one person,
including directors of the Company, when aggregated with the number of Shares
subject to Options in favor of such person, shall not exceed shall not exceed
706,513 Shares.

         (b) A Share of Restricted Stock is a Share that does not irrevocably
vest in the holder or that may not be sold, exchanged, pledged, transferred,
assigned or otherwise encumbered or disposed of until the terms and conditions
set by the Committee at the time of the award of the Restricted Stock have been
satisfied. A Share of Restricted Stock shall be subject to a minimum three-year
vesting period and shall contain such other restrictions,



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<PAGE>   10

terms and conditions as the Committee may establish, which may include, without
limitation, the rendition of services to the Company or its Affiliates for a
specified time or the achievement of specific goals. The Committee may, when it
deems it appropriate, require the recipient of an award of Restricted Stock to
enter into an agreement with the Company evidencing the understanding of the
parties with respect to such award.

         If an individual receives Shares of Restricted Stock, whether or not
escrowed as provided below, the individual shall be the record owner of such
Shares and shall have all the rights of a stockholder with respect to such
Shares (unless the escrow agreement, if any, specifically provides otherwise),
including the right to vote and the right to receive dividends or other
distributions made or paid with respect to such Shares. Any certificate or
certificates representing Shares of Restricted Stock shall bear a legend similar
to the following:

                  THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED
         PURSUANT TO THE TERMS OF THE CENTEX CORPORATION 1987 STOCK OPTION PLAN
         AND MAY NOT BE SOLD, PLEDGED, TRANSFERRED, ASSIGNED OR OTHERWISE
         ENCUMBERED IN ANY MANNER EXCEPT AS SET FORTH IN THE TERMS OF SUCH AWARD
         DATED           , 19 .

         In order to enforce the restrictions, terms and conditions that may be
applicable to an individual's Shares of Restricted Stock, the Committee may
require the individual, upon the receipt of a certificate or certificates
representing such Shares, or at any time thereafter, to deposit such certificate
or certificates, together with stock powers and other instruments of transfer,
appropriately endorsed in blank, with the Company or an escrow agent designated
by the Company under an escrow agreement in such form as shall be determined by
the Committee.

         After the satisfaction of the terms and conditions set by the Committee
at the time of an award of Restricted Stock to an individual, which award is not
subject to a non-lapse feature, a new certificate, without the legend set forth
above, for the number of Shares that are no longer subject to such restrictions,
terms and conditions shall be delivered to the individual.

         If an individual to whom Restricted Stock has been awarded dies after
satisfaction of the terms and conditions for the payment of all or a portion of
the award but prior to the actual payment of all or such portion thereof, such
payment shall be made to the individual's beneficiary or beneficiaries at the
time and in the same manner that such payment would have been made to the
individual.

         The Committee may cancel all or any portion of any outstanding
restrictions prior to the expiration of such restrictions with respect to any or
all of the Shares of Restricted Stock awarded to an individual hereunder only
upon the individual's death, disability or retirement on or after the earlier of
(i) age 65 or (ii) such time as the sum of the individual's age and years of
service equals 70, provided such individual is at least 55. With respect to the
occurrence of any event specified in the last paragraph of Section 12, the
restrictions, if any, applicable to any outstanding Shares awarded as Restricted
Stock shall lapse immediately prior to the occurrence of the event.

         (c) Subject to the provisions of subsection 19(b) above, if an
individual to whom Restricted Stock has been awarded ceases to be employed by at
least one of the employers in the group of employers consisting of the Company
and its Affiliates, or ceases to be a director of the Company, whichever may
occur later, for any reason prior to the satisfaction of any terms and
conditions of an award, any Restricted Stock remaining subject to restrictions
shall thereupon be forfeited by the individual and transferred to, and
reacquired by, the Company or an Affiliate at no cost to the Company or the
Affiliate. In such event, the individual, or in the event of his death, his
personal representative, shall forthwith deliver to the Secretary of the Company
the certificates for the Shares of Restricted Stock remaining subject to such
restrictions, accompanied by such instruments of transfer, if any, as may
reasonably be required by the Secretary of the Company.




                                       10
<PAGE>   11

         (d) In case of any consolidation or merger of another corporation into
the Company in which the Company is the surviving corporation and in which there
is a reclassification or change (including a change to the right to receive cash
or other property) of the Shares (other than a change in par value, or from par
value to no par value, or as a result of a subdivision or combination, but
including any change in such shares into two or more classes or series of
shares), the Committee may provide that payment of Restricted Stock shall take
the form of the kind and amount of shares of stock and other securities
(including those of any new direct or indirect parent of the Company), property,
cash or any combination thereof receivable upon such reclassification, change,
consolidation or merger.

20.      GENERAL

         (a) The proceeds received by the Company from the sale of Shares
pursuant to Options shall be used for general corporate purposes.

         (b) Nothing contained in the Plan, or in any Agreement, shall confer
upon any Optionee or recipient of Restricted Stock the right to continue in the
employ of the Company or any Affiliate, or interfere in any way with the rights
of the Company or any Affiliate to terminate his employment at any time.

         (c) Neither the members of the Board nor any member of the Committee
shall be liable for any act, omission, or determination taken or made in good
faith with respect to the Plan or any Option or Restricted Stock granted under
it; and the members of the Board and the Committee shall be entitled to
indemnification and reimbursement by the Company in respect of any claim, loss,
damage or expense (including counsel fees) arising therefrom to the full extent
permitted by law and under any directors and officers liability or similar
insurance coverage that may be in effect from time to time.

         (d) As partial consideration for the granting of each Option or award
of Restricted Stock hereunder, the Optionee or recipient shall agree with the
Company that he will keep confidential all information and knowledge which he
has relating to the manner and amount of his participation in the Plan;
provided, however, that such information may be disclosed as required by law or
given in confidence to the individual's spouse, tax or financial advisors, or to
a financial institution to the extent that such information is necessary to
secure a loan. In the event any breach of this promise comes to the attention of
the Committee, it shall take into consideration such breach, in determining
whether to grant any future Option or award any future Restricted Stock to such
individual, as a factor militating against the advisability of granting any such
future Option or awarding any such future Restricted Stock to such individual.

         (e) Participation in the Plan shall not preclude an individual from
eligibility in any other stock option plan of the Company or any Affiliate or
any old age benefit, insurance, pension, profit sharing, retirement, bonus, or
other extra compensation plans which the Company or any Affiliate has adopted,
or may, at any time, adopt for the benefit of its employees or directors.

         (f) Any payment of cash or any issuance or transfer of Shares to the
Optionee, or to his legal representative, heir, legatee, or distributee, in
accordance with the provisions hereof, shall, to the extent thereof, be in full
satisfaction of all claims of such persons hereunder. The Board or Committee may
require any Optionee, legal representative, heir, legatee, or distributee, as a
condition precedent to such payment, to execute a release and receipt therefor
in such form as it shall determine.

         (g) Neither the Committee nor the Board nor the Company guarantees the
Shares from loss or depreciation.



                                       11
<PAGE>   12

         (h) All expenses incident to the administration, termination, or
protection of the Plan, including, but not limited to, legal and accounting
fees, shall be paid by the Company or its Affiliates.

         (i) Records of the Company and its Affiliates regarding an individual's
period of employment, termination of employment and the reason therefor, leaves
of absence, re-employment, tenure as a director and other matters shall be
conclusive for all purposes hereunder, unless determined by the Board or
Committee to be incorrect.

         (j) The Company and its Affiliates shall, upon request or as may be
specifically required hereunder, furnish or cause to be furnished, all of the
information or documentation which is necessary or required by the Board or
Committee to perform its duties and functions under the Plan.

         (k) The Company assumes no obligation or responsibility to an Optionee
or recipient of Restricted Stock or his personal representatives, heirs,
legatees, or distributees for any act of, or failure to act on the part of, the
Board or Committee.

         (l) Any action required of the Company shall be by resolution of its
Board or by a person authorized to act by resolution of the Board. Any action
required of the Committee shall be by resolution of the Committee or by a person
authorized to act by resolution of the Committee.

         (m) If any provision of this Plan or any Agreement is held to be
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining provisions of the Plan or the Agreement, as the case may be, but
such provision shall be fully severable and the Plan or the Agreement, as the
case may be, shall be construed and enforced as if the illegal or invalid
provision had never been included herein or therein.

         (n) Whenever any notice is required or permitted hereunder, such notice
must be in writing and personally delivered or sent by mail. Any notice required
or permitted to be delivered hereunder shall be deemed to be delivered on the
date on which it is personally delivered, or, whether actually received or not,
on the third business day after it is deposited in the United States mail,
certified or registered, postage prepaid, addressed to the person who is to
receive it at the address which such person has theretofore specified by written
notice delivered in accordance herewith. The Company, an Optionee or a recipient
of Restricted Stock may change, at any time and from time to time, by written
notice to the other, the address which it or he had theretofore specified for
receiving notices. Until changed in accordance herewith, the Company and each
Optionee and recipient of Restricted Stock shall specify as its and his address
for receiving notices the address set forth in the Agreement pertaining to the
shares of Stock to which such notice relates.

         (o) Any person entitled to notice hereunder may waive such notice.

         (p) The Plan shall be binding upon the Optionee or recipient of
Restricted Stock, his heirs, legatees, and legal representatives, upon the
Company, its successors, and assigns, and upon the Board and Committee, and
their successors.

         (q) The titles and headings of Sections and paragraphs are included for
convenience of reference only and are not to be considered in construction of
the provisions hereof.

         (r) All questions arising with respect to the provisions of the Plan
shall be determined by application of the laws of the State of Nevada except to
the extent Nevada law is preempted by federal law. The obligation of the Company
to sell and deliver Shares hereunder is subject to applicable laws and to the
approval of any governmental authority required in connection with the
authorization, issuance, sale, or delivery of such Shares.



                                       12
<PAGE>   13

         (s) Words used in the masculine shall apply to the feminine where
applicable, and wherever the context of this Plan dictates, the plural shall be
read as the singular and the singular as the plural.

21.      WITHHOLDING TAXES

         Federal, state, or local law may require the withholding of taxes
applicable to gains resulting from the exercise of Nonqualified Options granted
hereunder. Unless otherwise prohibited by the Committee, each participant may
satisfy any such withholding tax obligation by electing (i) to tender a cash
payment to the Company, (ii) to authorize the Company to withhold from the
shares of stock of the Company otherwise issuable to the participant as a result
of the exercise of the Nonqualified Option a number of shares having a fair
market value, as of the date the withholding tax obligation arises, equal to the
withholding obligations, or, at the election of the participant, up to the
maximum of taxes due (the "Share Withholding Alternative"), (iii) to deliver to
the Company previously acquired shares of common stock of the Company having a
fair market value, as of the date the withholding tax obligation arises, equal
to the amount to be withheld, or at the election of the participant, up to the
maximum of taxes due, or (iv) any combination of the foregoing, provided the
combination permits the payment of all withholding taxes attributable to the
exercise of the Nonqualified Option. A Participant's election to pay the
withholding tax obligation must be made in writing delivered to the Company
before the time of exercise, or simultaneously with the exercise, of such
Participant's Nonqualified Option. A valid and binding written election of the
Share Withholding Alternative shall be irrevocable. A participant's failure to
elect a withholding alternative prior to the time such election is required to
be made shall be deemed to be an election to pay the withholding tax by
tendering a cash payment to the Company. For purposes of this Section 21, the
fair market value of the shares used to pay withholding taxes is the mean
between the highest and lowest price quoted on the New York Stock Exchange for
one share of common stock of the Company on the Tax Date. Also, as used in this
Section 21, "Tax Date" shall mean the date on which a withholding tax obligation
arises in connection with an exercise of a nonqualified stock option, which date
shall be presumed to be the date of exercise, unless shares subject to a
substantial risk of forfeiture (as defined in section 83(c)(1) or (c)(3) of the
Code) are issuable on exercise of the option and the participant does not make a
timely election under section 83(b) of the Code with respect thereto, in which
case the Tax Date for such shares is the date on which the substantial risk of
forfeiture lapses. Fractional shares remaining after payment of the withholding
taxes shall be paid to the participant in cash.


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