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                                                                    EXHIBIT 10.2

                           THIRD AMENDED AND RESTATED
                             1998 CENTEX CORPORATION
                    EMPLOYEE NON-QUALIFIED STOCK OPTION PLAN


1.       PURPOSE OF THE PLAN.

         This 1998 Centex Corporation Employee Non-Qualified Stock Option Plan
(the "PLAN") is intended as an employment incentive to retain in the employ of
Centex Corporation (the "COMPANY"), and any Affiliate (including any entity that
becomes an Affiliate), persons of training, experience and ability, to attract
new employees whose services are considered valuable, to encourage the sense of
proprietorship of such persons, and to stimulate the active interest of such
persons in the development and financial success of the Company. For purposes of
the Plan, "AFFILIATE" shall mean any direct or indirect subsidiary or parent of
the Company and any partnership, joint venture, limited liability company or
other business venture or entity in which the Company owns at least 50% of the
ownership interest in such entity, as determined by the Committee in its sole
and absolute discretion (such determination by the Committee to be conclusively
established by the grant of options by the Committee to an officer or employee
of such an entity). It is further intended each option granted pursuant to the
Plan (herein, an "OPTION") shall constitute non-qualified stock options within
the meaning of Section 83 of the Code.

2.       ADMINISTRATION OF THE PLAN.

         The Board of Directors shall appoint and maintain a Stock Option
Committee (hereinafter called the "COMMITTEE") of the Board of Directors to
administer the Plan. Subject to the terms and conditions of the Plan, the
Committee shall have full power and authority to designate persons to whom
Options will be granted, to determine the terms and provisions of respective
option agreements (which need not be identical), and to interpret the provisions
and supervise the administration of the Plan. The Committee shall have the
authority, exercisable in its sole discretion, to grant Options containing such
terms and conditions, consistent with the provisions of the Plan, as the
Committee shall determine.

3.       DESIGNATION OF PARTICIPANTS.

         The persons eligible for participation in the Plan as recipients of
Options shall include all employees of the Company or of any Affiliate,
including employees of any entity that becomes an Affiliate after the date that
the Plan is adopted, other than any of the following persons (herein, an
"INELIGIBLE PERSON"):



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         (a)      any person who is an officer or director of the Company;

         (b)      any "officer" of the Company as defined by Rule 16a-1(f)
                  promulgated under the Securities Exchange Act of 1934, as
                  amended; or

         (c)      any "covered employee" of the Company as defined by Section
                  162(m)(3) of the Internal Revenue Code.

         Each Option granted hereunder shall be evidenced by an agreement
between the Company and the Optionee, which shall contain such terms and
conditions as the Committee shall determine in its sole and absolute discretion.
Any person who has been granted an Option hereunder (herein, an "OPTIONEE") may
be granted an additional Option or Options, if the Committee shall so determine.
Participation in the Plan shall not preclude an Optionee from participating in
any other stock option, benefit, bonus, or other compensation plan which the
Company or any Affiliate has adopted, or may, from time to time, adopt for the
benefit of its employees.

4.       STOCK RESERVED FOR THE PLAN.

         Subject to any adjustment provided in Paragraph 9 hereof, a total of
4,000,000 shares of common stock, $0.25 par value, of the Company (the "STOCK")
shall be subject to the Plan. The shares of Stock subject to the Plan shall
consist of unissued shares or previously issued shares reacquired and held by
the Company, or any Affiliate, and such amount of shares shall be and hereby is
reserved for delivery under the Plan. Any of such shares which may remain unsold
and which are not subject to outstanding Options at the termination of the Plan
shall cease to be reserved for the purpose of the Plan, but until termination of
the Plan the Company shall at all times reserve a sufficient number of shares of
Stock to meet the requirements of the Plan. Should any Option expire or be
canceled prior to its exercise or relinquishment in full, the shares theretofore
subject to such Option may again be subjected to an Option under the Plan. If
the purchase price or tax withholding is permitted to be satisfied by the tender
or withholding of shares of Stock to the Company (by either actual delivery or
attestation), the number of shares of Stock tendered or withheld shall be
eligible for reissuance under the Plan.

5.       PURCHASE PRICE.

                  (a) The purchase price of each share placed under option
         pursuant to the Plan (a "SHARE") shall be determined by the Committee,
         but in no event shall be less than 100% of the Fair Market Value of
         such Share on the date the Option is granted. If an Option is granted
         as part of an Optionee's compensation package at the



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         commencement of an Optionee's employment by the Company or an
         Affiliate, the Option shall be deemed to have been granted on the date
         of commencement of such Optionee's employment by the Company or any
         Affiliate (the "COMMENCEMENT DATE") and the purchase price of a Share
         shall be equal to the Fair Market Value of such Share on the
         Commencement Date, so long as such Option is not granted more than
         ninety (90) days following the Commencement Date.

                  (b) "FAIR MARKET VALUE" of a share of Stock means, as of a
         particular date, the closing price per share of Stock reported on the
         consolidated transaction reporting system for the New York Stock
         Exchange, or, if there shall have been no such sale so reported on that
         date, on the last preceding date on which such a sale was so reported.

6.       OPTION PERIOD.

         The Options granted under the Plan shall be for any term set by the
Committee, but not more than ten (10) years from the date of granting of each
Option. All rights to exercise an Option shall terminate within three (3) months
after the date the Optionee ceases to be an employee of the Company or any
Affiliate, except that

                  (a) the Committee, in 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 an Option up to
         the maximum permissible period which such Optionee's Option would have
         been exercisable in the absence of the Optionee ceasing to be an
         employee of the Company or an Affiliate;

                  (b) if an Optionee ceases to be employed by the Company or an
         Affiliate by reason of such Optionee's death, all rights to exercise
         such Option shall terminate fifteen (15) months after such death; and

                  (c) if the Optionee is terminated for cause, as determined by
         the Committee in its sole and absolute discretion, any Option granted
         to such Optionee hereunder shall terminate on the date of such
         termination.

7.       EXERCISE OF OPTIONS.

                  (a) Any Option granted hereunder shall be exercisable from
         time to time under the terms specified in the Plan, by the Committee,
         or in the agreement relating to the grant of such Option.



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                  (b) Each exercise of an Option or a portion of an Option shall
         be evidenced by a notice in writing to the Company, stating the number
         of shares with respect to which the Option is being exercised.

                  (c) Options may be exercised solely by the Optionee or a
         Permitted Transferee (hereafter defined).

                  (d) The purchase price of the Shares for which an Option is
         exercised shall be paid in full at the time of the exercise. Such
         purchase price shall be payable in cash, or at the option of the holder
         of such Option, in Stock theretofore owned by such holder for at least
         six (6) months by either actual delivery of shares or by attestation
         (or in a combination of cash and such Stock). For purposes of
         determining the amount, if any, of the purchase price satisfied by
         payment in Stock, such Stock shall be valued at its Fair Market Value
         on the date of exercise in accordance with subparagraph (b) of
         Paragraph 5. Any Stock delivered in satisfaction of all or a portion of
         the purchase price shall be appropriately endorsed for transfer and
         assignment to the Company. No holder of an Option shall be, or have any
         of the rights or privileges of, a shareholder of the Company in respect
         of any Shares unless and until certificates representing such Shares
         shall have been delivered by the Company to such holder.

                  (e) If any law or regulation requires the Company to take any
         action with respect to the Shares specified in such notice, the time
         for delivery thereof, which would otherwise be as promptly as possible,
         shall be postponed for the period of time necessary to take such
         action.

8.       ASSIGNABILITY.

         Unless otherwise permitted by the Committee, no Option or interest
therein shall be transferable by the Optionee otherwise than by will or by the
applicable laws of descent and distribution. Any person to whom an Option is
transferred in accordance with this Section 8 is referred to herein as a
"PERMITTED TRANSFEREE".

9.       CAPITAL CHANGE OF THE COMPANY.

                  (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 Stock of the Company effected without receipt of consideration
         therefor by the Company, through the declaration of a stock dividend or
         stock split, or through any recapitalization, merger



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         or other transaction in which the Company is the surviving corporation,
         then and in each such event:

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

                           (ii) An appropriate adjustment shall be made in the
                  number of Shares and the purchase price per Share thereof then
                  subject to purchase pursuant to each Option previously
                  granted, to the end that the same proportion of the Company's
                  issued and outstanding Stock in each such instance shall
                  remain subject to purchase at the same aggregate purchase
                  price.

                  (b) 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 purchase price of Shares.
         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 (whether or not such issue is prior to,
         on a party with or junior to the Stock); (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.

                  (c) 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
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         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 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: 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 fifty
         percent (50%) or more of the total number of votes that may be cast for
         the election of directors of the Company; or 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:

                           (i) an event, transaction, or corporate action shall
                  not have the effect of accelerating the exercisability of
                  Options if: (A) persons who were the directors of the Company
                  and persons who were the executive officers of the Company as
                  of six months prior to such event immediately after such event
                  constitute a majority of the directors and constitute a
                  majority of executive officers, respectively, for, and own in
                  the aggregate at least ten percent of the voting securities or
                  equity interests of, the Company or the surviving or resulting
                  corporation or the parent of such surviving or resulting
                  corporation; and (B) if the Company is not the surviving or
                  resulting corporation, such surviving or resulting corporation
                  or parent of such surviving or resulting corporation
                  substitutes substantially identical options for any
                  outstanding Options; and

                           (ii) in the event of any dissolution, merger,
                  consolidation, transaction, or change in control, the Board
                  may completely satisfy and extinguish 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 purchase 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.



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10.      TAX WITHHOLDING.

         The Company shall have the right to deduct applicable taxes from any
Option and withhold, at the time of delivery of Shares under the Plan, an
appropriate number of Shares for payment of taxes required by law or to take
such other action as may be necessary in the opinion of the Company to satisfy
all obligations for withholding of such taxes. The Committee may also permit
withholding to be satisfied by the transfer to the Company of Stock theretofore
owned by the holder of the Option with respect to which withholding is required.
If Shares or Stock are used to satisfy tax withholding, such Shares or Stock
shall be valued based on the Fair Market Value when the tax withholding is
required to be made.

11.      EFFECTIVE DATE OF PLAN.

         The effective date of the Plan shall be February 19, 1998. No Option
shall be granted pursuant to the Plan after February 19, 2001.

12.      AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION.

         The Board may amend, modify, suspend or terminate the Plan at any time
for the purpose of meeting or addressing any changes in legal requirements or
for any other purpose permitted by law, except that no amendment, modification,
suspension or termination shall be made (i) that would impair the rights of any
Optionee under any Option previously granted to such Optionee without such
Optionee's written consent, (ii) prior to approval by the Company's shareholders
if such approval is then required thereby, or (iii) that would reduce the
purchase price of any outstanding Option, other than as provided by Section
9(a)(ii).

13.      REQUIREMENTS OF LAW.

                  (a) The Plan, and the granting and exercise of Options
         hereunder, and the obligation of the Company to sell and deliver shares
         under such Options, shall be subject to all applicable laws, rules and
         regulations, and to such approvals by any governmental agencies or
         national securities exchanges as may be required.

                  (b) Nothing herein or in any Agreement executed or Option
         granted hereunder shall require the Company to deliver any Shares upon
         exercise of an Option if such delivery 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 may be



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         required to 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.

14.      MISCELLANEOUS.

                  (a) Nothing contained in the Plan shall confer upon any
         Optionee 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.

                  (b) Any payment of cash or any delivery of Shares to the
         Optionee, or to an Optionee's Permitted Transferee, in accordance with
         the provisions hereof, shall, to the extent thereof, be in full
         satisfaction of all claims of such person with respect to the Option
         being exercised (or portion thereof). The Committee may require any
         Optionee, or Permitted Transferee, as a condition precedent to such
         payment or delivery, to execute a release and receipt therefor in such
         form as it shall determine.

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

                  (d) 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 and other matters
         shall be conclusive for all purposes hereunder, unless determined by
         the Committee to be incorrect in its sole and absolute discretion.

                  (e) The Company assumes no obligation or responsibility to an
         Optionee or any Permitted Transferee for any act of, or failure to act
         on the part of, the Committee.

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

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



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                  (h) 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.

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


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