EXHIBIT 10.4**AMENDED AND RESTATED****CENTEX CORPORATION 2003 EQUITY INCENTIVE PLAN****(Last Amended on October 11, 2006)****1. Plan**     The Centex Corporation 2003 Equity Incentive Plan (the “Plan”) was adopted by the Corporationto reward certain key Employees of the Corporation and its Affiliates and Non-employee Directors ofthe Corporation by providing for certain cash benefits and by enabling them to acquire shares ofCommon Stock of the Corporation.**2. Objectives**     The purpose of this Centex Corporation 2003 Equity Incentive Plan is to further the interestsof the Corporation and its shareholders by providing incentives in the form of Awards to keyEmployees and Non-employee Directors who can contribute materially to the success and profitabilityof the Corporation and its Affiliates. Such Awards will recognize and reward outstandingperformances and individual contributions and give Participants in the Plan an interest in theCorporation parallel to that of the shareholders, thus enhancing the proprietary and personalinterest of such Participants in the Corporation’s continued success and progress. This Plan willalso enable the Corporation and its Affiliates to attract and retain such Employees andNon-employee Directors.**3. Definitions**     As used herein, the terms set forth below shall have the following respective meanings:     “**Affiliate**” means a Subsidiary or Joint Venture.     “**Authorized Officer**” means the Chief Executive Officer of the Corporation (or any other seniorofficer of the Corporation to whom he or she shall delegate the authority to execute any AwardAgreement, where applicable).     “**Award**” means an Employee Award or a Director Award.     “**Award Agreement**” means a written agreement setting forth the terms, conditions andlimitations applicable to an Award, to the extent the Committee determines such agreement isnecessary.     “**Board**” means the Board of Directors of the Corporation.     “**Black-Scholes Value**” means the formula given by the option pricing model of such name used tocalculate the theoretical fair value of a stock option at any given time.     “**Change in Control**” unless otherwise defined by the Committee, means a change in control of anature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation14A promulgated under the Securities Exchange Act of 1934, as amended,
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whether or not the Corporation is then subject to such reporting requirement; provided, that,without limitation, such a change in control shall be deemed to have occurred if:     (i) a third person, including a “Group” as defined in Section 13(d)(3) of theExchange Act, becomes the beneficial owner of Common Stock having fifty (50) percentor more of total number of votes that may be cast for the election of Directors; or     (ii) as a result of, or in connection with, a contested election for Directors,persons who were Directors immediately before such election shall cease toconstitute a majority of the Board.     “**Code**” means the Internal Revenue Code of 1986, as amended from time to time.     “**Committee**” means the independent Compensation Committee of the Board as is designated by the**Board**to administer the Plan.     “**Common Stock**” means Centex Corporation common stock, par value $.25 per share.     “**Corporation**” means Centex Corporation, a Nevada corporation, or any successor thereto.     “**Director**” means an individual who is a member of the Board.     “**Director Award**” means any Option, Stock Award or Performance Award granted, whether singly,in combination or in tandem, to a Participant who is a Non-employee Director pursuant to suchapplicable terms, conditions and limitations (including treatment as a Performance Award) as theCommittee may establish in order to fulfill the objectives of the Plan.     “**Disability**” means a disability that renders the Participant unable to engage in anyoccupation in accordance with the terms of the Long Term Disability Plan of Centex Corporation.     “**Dividend Equivalents**” means, with respect to Stock Units or shares of Restricted Stock thatare to be issued at the end of the Restriction Period, an amount equal to all dividends and otherdistributions (or the economic equivalent thereof) that are payable to stockholders of recordduring the Restriction Period on a like number of shares of Common Stock.     “**Employee**” means an employee of the Corporation or any of its Affiliates.     “**Employee Award**” means any Option, Stock Award, or Performance Award granted, whether singly,in combination or in tandem, to a Participant who is an Employee pursuant to such applicable terms,conditions and limitations (including treatment as a Performance Award) as the Committee mayestablish in order to fulfill the objectives of the Plan.     “**Employee Director**” means an individual serving as a member of the Board who is an Employee ofthe Corporation or any of its Affiliates.     “**Employer**” means the Corporation and any Subsidiary or Joint Venture.
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     “**Equity Award**” means any Option, Stock Award, or Performance Award (other than a PerformanceAward denominated in cash) granted to a Participant under the Plan.     “**Exchange Act**” means the Securities Exchange Act of 1934, as amended.     “**Fair Market Value**” of a share of Common Stock means, as of a particular date, (i) (A) ifCommon Stock is listed on a national securities exchange, the closing price per share of suchCommon Stock, as reported on the consolidated transaction reporting system for the New York StockExchange or such other national securities exchange on which the Common Stock is listed that is atthe applicable time the principal market for the Common Stock, or any other source selected by theCommittee, or, if there shall have been no such sales so reported on that date, on the lastpreceding date on which such a sale was so reported, (B) if Common Stock is not so listed, the meanbetween the closing bid and asked price of Common Stock on that date, or, if there are noquotations available for such date, on the last preceding date on which such a quotation wasreported, as reported on a recognized quotation system selected by the Committee, or, if not soreported, then as reported by The Pink Sheets LLC (or a similar organization or agency succeedingto its functions of reporting prices), or (C) if Common Stock is not publicly traded, the mostrecent value determined by an independent appraiser appointed by the Corporation for such purpose,or (ii) if applicable, the price per share as determined in accordance with the procedures of athird party administrator retained by the Corporation to administer the Plan.     “**Full Time Employee**” means a person actively and regularly engaged in work at least 40 hours aweek.     “**Grant Date**” means the date an Award is granted to a Participant pursuant to the Plan. TheGrant Date for a substituted award is the Grant Date of the original award.     “**Grant Price**” means the price at which a Participant may exercise his or her right to receivecash or Common Stock, as applicable, under the terms of an Award.     “**Joint Venture**” means any joint venture, partnership, limited liability company or othernon-corporate entity in which the Corporation has at least 50% ownership, voting, capital or profitinterests (in whatever form).     “**Non-employee Director**” means an individual serving as a member of the Board who is not anEmployee of the Corporation or any of its Affiliates.     “**Option**” means a right to purchase a specified number of shares of Common Stock at a specifiedGrant Price, which is not intended to comply with the requirements set forth in Section 422 of theCode.     “**Participant**” means an Employee or Non-employee Director to whom an Award has been grantedunder this Plan.     “**Performance Award**” means an Award made pursuant to this Plan that is subject to theattainment in the future of one or more Performance Goals.
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     “**Performance Goal**” means a standard established by the Committee, to determine in whole or inpart whether a Qualified Performance Award shall be earned.     “**Qualified Performance Award**” means a Performance Award made to a Participant who is anEmployee that is intended to qualify as qualified performance-based compensation under Section162(m) of the Code, as described in Section 8(a)(iii)(B) of the Plan.     “**Restricted Stock**” means Common Stock that is restricted or subject to forfeiture provisions.     “**Restriction Period**” means a period of time beginning as of the Grant Date of an Award ofRestricted Stock and ending as of the date upon which the Common Stock subject to such Award is nolonger restricted or subject to forfeiture provisions.     “**Retirement**” means the Participant’s voluntary termination of employment from the Employer,and where the context indicates, includes Vested Retirement.     “**Stock Award**” means an Award in the form of shares of Common Stock or Stock Units, includingan award of Restricted Stock.     “**Stock Unit**” means a unit equal to one share of Common Stock (as determined by the Committee)granted to either an Employee or a Non-employee Director.     “**Subsidiary**” means any corporation of which the Corporation directly or indirectly owns sharesrepresenting 50% or more of the combined voting power of the shares of all classes or series ofcapital stock of such corporation which have the right to vote generally on matters submitted to avote of the stockholders of such corporation.     “**Vested Retirement**” means the voluntary termination of all employment by a Participant(excluding a Non-employee Director) who is a Full Time Employee from the Employer at any time afterthe Participant is age 55 or older, has at least 10 Years of Service and the sum of age and Yearsof Service equals at least 70. Calculation of eligibility for Vested Retirement shall be based onwhole years of age and Years of Service on the date as of which the calculation is being made. Anypartial years shall be disregarded.     “**Years of Service**” means the Participant’s years of employment with an Employer. AParticipant shall be credited with a Year of Service on each anniversary of the date on which he orshe was first employed with an Employer, provided that the Participant continues to be employed byan Employer on such anniversary date.**4. Eligibility**     (a) *Employees*. Employees eligible for the grant of Employee Awards under this Plan are thoseEmployee Directors and Employees who hold positions of responsibility and whose performance, in thejudgment of the Committee, can have a significant effect on the success of the Corporation and itsAffiliates.     (b) *Directors*. Members of the Board eligible for the grant of Director Awards under this Planare those who are Non-employee Directors.
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**5. Common Stock Available for Awards**     Subject to the provisions of paragraph 15 hereof, no Award shall be granted if it shall resultin the aggregate number of shares of Common Stock issued under the Plan plus the number of sharesof Common Stock covered by or subject to Awards then outstanding (after giving effect to the grantof the Award in question) to exceed 6,665,970 shares. No more than 2,221,990 shares of CommonStock shall be available for Stock Awards, other than Options or Performance Awards. The number ofshares of Common Stock that are the subject of Awards under this Plan that are forfeited orterminated, expire unexercised, are settled in cash in lieu of Common Stock or in a manner suchthat all or some of the shares covered by an Award are not issued to a Participant or are exchangedfor Awards that do not involve Common Stock, shall again immediately become available for Awardshereunder. If the Grant Price or other purchase price of any Option or other Award granted underthe Plan is satisfied by tendering shares of Common Stock to the Corporation by either actualdelivery or by attestation, or by withholding shares of Common Stock, or if the tax withholdingobligation resulting from the settlement of any such Option or other Award is satisfied bytendering or withholding shares of Common Stock, only the number of shares of Common Stock issuednet of the shares of Common Stock tendered or withheld shall be deemed delivered for purposes ofdetermining the maximum number of shares of Common Stock available for delivery under the Plan.Shares of Common Stock delivered under the Plan in settlement, assumption or substitution ofoutstanding awards or obligations to grant future awards under the plans or arrangements of anotherentity shall not reduce the maximum number of shares of Common Stock available for delivery underthe Plan, to the extent that such settlement, assumption or substitution is a result of theCorporation or an Affiliate acquiring another entity or an interest in another entity. TheCommittee may from time to time adopt and observe such procedures concerning the counting of sharesagainst the Plan maximum as it may deem appropriate. The Board and the appropriate officers of theCorporation shall from time to time take whatever actions are necessary to file any requireddocuments with governmental authorities, stock exchanges and transaction reporting systems toensure that shares of Common Stock are available for issuance pursuant to Awards.**6. Administration**     (a) This Plan shall be administered by the Committee except as otherwise provided herein.     (b) Subject to the provisions hereof, the Committee shall have full and exclusive power andauthority to administer this Plan and to take all actions that are specifically contemplated herebyor are necessary or appropriate in connection with the administration hereof. The Committee shallalso have full and exclusive power to interpret this Plan and to adopt such rules, regulations andguidelines for carrying out this Plan as it may deem necessary or proper, all of which powers shallbe exercised in the best interests of the Corporation and in keeping with the objectives of thisPlan. The Committee may, in its discretion, provide for the extension of the exercisability of anAward, accelerate the vesting or exercisability of an Award, eliminate or make less restrictive anyrestrictions applicable to an Award, waive any restriction or other provision of this Plan (insofaras such provision relates to Awards) or an Award or otherwise amend or modify an Award in anymanner that is either (i) not adverse to the Participant to whom such Award was granted or (ii)consented to by such Participant. The Committee may correct any defect or supply any omission orreconcile any inconsistency in this
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Plan or in any Award in the manner and to the extent the Committee deems necessary ordesirable to further the Plan purposes. Any decision of the Committee, with respect to Awards, inthe interpretation and administration of this Plan shall lie within its sole and absolutediscretion and shall be final, conclusive and binding on all parties concerned.     (c) No member of the Committee or officer of the Corporation to whom the Committee hasdelegated authority in accordance with the provisions of paragraph 7 of this Plan shall be liablefor anything done or omitted to be done by him or her, by any member of the Committee or by anyofficer of the Corporation in connection with the performance of any duties under this Plan, exceptfor his or her own willful misconduct or as expressly provided by statute.**7. Delegation of Authority**     Following the authorization of a pool of cash or shares of Common Stock to be available forAwards, the Committee may authorize the Chief Executive Officer of the Corporation or a committeeconsisting solely of members of the Board to grant individual Employee Awards from such poolpursuant to such conditions or limitations as the Committee may establish. The Committee may alsodelegate to the Chief Executive Officer and to other executive officers of the Corporation itsadministrative duties under this Plan (excluding its granting authority) pursuant to suchconditions or limitations as the Committee may establish. The Committee may engage or authorizethe engagement of a third party administrator to carry out administrative functions under the Plan.**8. Awards**     (a) The Committee shall determine the type or types of Awards to be made under this Plan andshall designate from time to time the Participants who are to be the recipients of such Awards.Each Award may, in the discretion of the Committee, be embodied in an Award Agreement, which shallcontain such terms, conditions and limitations as shall be determined by the Committee in its solediscretion and, if required by the Committee, shall be signed by the Participant to whom the Awardis granted and by an Authorized Officer for and on behalf of the Corporation. Awards may consist ofthose listed in this paragraph 8(a) and may be granted singly, in combination or in tandem. Awardsmay also be granted in combination or in tandem with, in replacement of, or as alternatives to,grants or rights under this Plan or any other plan of the Corporation or any of its Affiliates,including the plan of any acquired entity. An Award may provide for the grant or issuance ofadditional, replacement or alternative Awards upon the occurrence of specified events. All or partof an Award may be subject to conditions established by the Committee, which may include, but arenot limited to, continuous service with the Corporation and its Affiliates, achievement of specificbusiness objectives, increases in specified indices, attainment of specified growth rates and othercomparable measurements of performance.     (i) Option. An Employee Award or Director Award may be in the form of an Option. TheGrant Price of an Option shall be not less than the Fair Market Value of the Common Stocksubject to such Option on the Grant Date. Notwithstanding anything contrary contained inthis Plan including Sections 8(a)(i)(A) and (B), in no event shall the term of the Optionextend more than ten (10) years after the Grant Date. Options may not include provisionsthat “reload” the option upon exercise. Subject to the foregoing provisions, the terms,conditions and limitations applicable to any Options awarded to
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Participants pursuant to this Plan, including the Grant Price, the term of the Options,the number of shares subject to the Option and the date or dates upon which they becomeexercisable, shall be determined by the Committee.     (A) Except as is otherwise provided in the Award Agreement and subject toCommittee discretion as provided in Section 6(b):     (1) all rights to exercise an Option shall terminate within four (4)months after the date the Participant ceases to be an Employee, or ceases tobe a Director, whichever may occur later, for any reason other than death orDisability (but in no event later than the end of the original period of theOption).     (2) In the event of a Participant’s death, an Option will terminatefifteen (15) months thereafter.     (3) In the event of a Participant’s Disability and resultingtermination of employment, an Option will terminate six (6) months aftersuch Participant’s employment termination date.     (4) In the event the employment of the Participant is terminated forcause (as determined by the Committee), all Options whether or not vestedshall terminate immediately.     (5) All unvested Options are cancelled upon termination of employment;except that all non-qualified options granted prior to April 1, 2006 shallimmediately vest upon Vested Retirement.     (B) However, if an Option is held by a Director who, on the date he or sheceases to be a Director (and, if also an Employee, ceases to be an Employee), hasat least ten (10) years of service as a Director, then all Common Stock subject tosuch Option will vest on the date the Director ceases to be a Director, and allrights to exercise such Option will terminate three (3) years thereafter (but in noevent later than the original period of the Option). Also, if an Option is held bya Director who, on the date he or she ceases to be a Director (and, if also anEmployee, ceases to be an Employee), has less than ten (10) years of service as aDirector, then all Common Stock subject to such Option will continue to vest inaccordance with its terms for a period of three (3) years following such date, andall rights to exercise such Option will terminate three (3) years after such date(but in no event later than the original period of the Option). If Options areawarded in the final two (2) years of the term of a Director who is approaching age70, or an Employee Director who is at least age 55 with at least ten (10) years ofservice and his or her age plus years of service equal at least 70, the outsideexercise date is the one provided in the Option or seven (7) years from the grantdate, whichever occurs earlier. This paragraph 8(a)(i)(B) shall not apply to aParticipant who is terminated for cause (as determined by the Committee).
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     (C) However, if an Option granted prior to April 1, 2006 is held by aParticipant who retires and satisfies the test for Vested Retirement, then allrights to exercise any and all Options will terminate twelve (12) months followingthe date of the Vested Retirement. To the extent that such Award provides a longerterm to exercise, such Award will control.     (D) Attached hereto are resolutions adopted by the Committee, pertaining tovesting and exercise, which shall apply only to Options granted prior to April 1,2006. The provisions of section 8(a)(i)(A)(5) and 8(a)(i)(C) above are intended toincorporate such resolutions. To the extent of any conflict between the terms ofsuch resolutions and this Plan, the resolutions will control.     (ii) Stock Award. An Employee Award or Director Award may be in the form of a StockAward. The terms, conditions and limitations applicable to any Stock Awards granted toParticipants pursuant to this Plan shall be determined by the Committee; provided that anyStock Award which is not a Performance Award shall have a minimum Restriction Period ofthree years from the Grant Date, provided that (A) the Committee may provide for earliervesting upon a termination of employment by reason of death, Disability or Retirement, (B)such three-year minimum Restriction Period shall not apply to a Stock Award that is grantedin lieu of salary or bonus, (C) vesting of a Stock Award may occur incrementally over thethree-year minimum Restricted Period and (D) the restrictions set forth in a Stock Awardwill terminate immediately if the Participant retires prior to the date on which therestrictions would otherwise terminate and at Retirement he or she is age 65 or older or, ifnot yet age 65, as to Stock Awards granted prior to April 1, 2006, the Participant satisfiesthe test for vested Retirement.     (iii) Performance Award. Without limiting the type or number of Employee Awards orDirector Awards that may be made under the other provisions of this Plan, an Employee Awardor Director Award may be in the form of a Performance Award. The terms, conditions andlimitations applicable to any Performance Awards granted to Participants pursuant to thisPlan shall be determined by the Committee; provided that any Stock Award which is aPerformance Award shall have a minimum Restriction Period of one year from the Grant Date,provided that the Committee may provide for earlier vesting upon a termination of employmentby reason of death, Disability or Retirement. The Committee shall set Performance Goals inits discretion which, depending on the extent to which they are met, will determine thevalue and/or amount of Performance Awards that will be paid out to the Participant.     (A) Nonqualified Performance Awards. Performance Awards granted to Employeesor Directors that are not intended to qualify as qualified performance-basedcompensation under Section 162(m) of the Code shall be based on achievement of suchgoals and be subject to such terms, conditions and restrictions as the Committee orits delegate shall determine.     (B) Qualified Performance Awards. Performance Awards granted to Employeesunder the Plan that are intended to qualify as qualified performance-basedcompensation under Section 162(m) of the Code shall be paid, vested or otherwisedeliverable solely on account of the attainment of one or more pre-
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established, objective Performance Goals established by the Committee prior tothe earlier to occur of (x) 90 days after the commencement of the period of serviceto which the Performance Goal relates and (y) the lapse of 25% of the period ofservice (as scheduled in good faith at the time the goal is established), and inany event while the outcome is substantially uncertain. A Performance Goal isobjective if a third party having knowledge of the relevant facts could determinewhether the goal is met. Such a Performance Goal may be based on one or morebusiness criteria that apply to the Employee, one or more business units ordivisions of the Corporation or the applicable sector, or the Corporation as awhole, and if so desired by the Committee, by comparison with a peer group ofcompanies. A Performance Goal may include one or more of the following: (a)earnings, either in the aggregate or on a per-share basis, reflecting such dilutionof shares as the Committee deems appropriate, including operating earnings, pre-taxearnings, earnings before interest and taxes, and earnings before interest, taxes,depreciation and amortization; (b) gross or net revenue; (c) operating or net cashflow; (d) financial return ratios (e.g., return or net return on one or more of thefollowing: assets, net assets, equity, invested capital, revenue); (e) margins,including net, operating or pre-tax margins; (f) total shareholder return; (g)financial ratios (e.g., debt to capitalization or debt to equity); (h) growth infinancial measures or ratios (e.g., revenue, earnings, cash flow, stockholders’equity, margins); or (i) customer satisfaction, based on specified objective goals,or a customer survey sponsored by the Corporation or one or more business units ordivisions of the Corporation.     (C) Unless otherwise stated, such a Performance Goal need not be based upon anincrease or positive result under a particular business criterion and couldinclude, for example, maintaining the status quo or limiting economic losses(measured, in each case, by reference to specific business criteria). Ininterpreting Plan provisions applicable to Performance Goals and QualifiedPerformance Awards, it is the intent of the Plan to conform with the standards ofSection 162(m) of the Code and Treasury Regulation §1.162-27(e)(2)(i), as to grantsto those Employees whose compensation is, or is likely to be, subject to Section162(m) of the Code, and the Committee in establishing such goals and interpretingthe Plan shall be guided by such provisions. Prior to the payment of anycompensation based on the achievement of Performance Goals, the Committee mustcertify in writing that applicable Performance Goals and any of the material termsthereof were, in fact, satisfied. Subject to the foregoing provisions, the terms,conditions and limitations applicable to any Qualified Performance Awards madepursuant to this Plan shall be determined by the Committee.     (b) Notwithstanding anything to the contrary contained in this Plan, the following limitationsshall apply to any Employee Awards made hereunder:     (i) no Participant may be granted, during any fiscal year, Employee Awards consistingof Options (including Options that are granted as Performance Awards) that are exercisablefor more than 1,110,995 shares of Common Stock;
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     (ii) no Participant may be granted, during any fiscal year, Employee Awards consistingof Stock Awards (including Stock Awards that are granted as Performance Awards) covering orrelating to more than 555,497 shares of Common Stock (the limitation set forth in thisclause (ii), together with the limitation set forth in clause (i) above and (c)(i) and (ii)below, being hereinafter collectively referred to as the “Stock Based Awards Limitations”);and     (iii) no Participant may be granted Employee Awards under this Plan consisting of cash(including Awards that are granted as Performance Awards) in respect of any fiscal yearhaving a value determined on the Grant Date in excess of an amount equal to 2% of theconsolidated net income of the Corporation and its subsidiaries for such fiscal year plusthe Black-Scholes Value, determined as of the Option Grant Date, of Options on 219,977shares of Common Stock determined as if such Options had an Option Grant Date on theeffective date of the Employee Award.     (c) Notwithstanding anything to the contrary contained in this Plan the following limitationsshall apply to any Director Awards made hereunder:     (A) no Participant may be granted, during any fiscal year, Director Awardsconsisting of Options (including Options that are granted as Performance Awards)that are exercisable for more than 53,327 shares of Common Stock and     (B) no Participant may be granted, during any fiscal year, Director Awardsconsisting of Stock Awards (including Stock Awards that are granted as PerformanceAwards) covering or relating to more than 33,330 shares of Common Stock.**9. Change in Control**     Notwithstanding the provisions of paragraph 8 hereof, unless otherwise expressly provided inthe applicable Award Agreement, or as otherwise specified in the terms of an Equity Award, in theevent of a Change in Control during a Participant’s employment (or service as a Non-employeeDirector) with the Corporation or one of its Affiliates, each Equity Award granted under this Planto the Participant shall become immediately vested and fully exercisable, with performance-basedequity awards vested at target level (regardless of the otherwise applicable vesting or exerciseschedules or Performance Goals provided for under the Award Agreement or the terms of the EquityAward).**10. Payment of Awards**     (a) *General*. Payment made to a Participant pursuant to an Award may be made in the form ofcash or Common Stock, or a combination thereof, and may include such restrictions as the Committeeshall determine, including, in the case of Common Stock, restrictions on transfer and forfeitureprovisions. If such payment is made in the form of Restricted Stock, the Committee shall specifywhether the underlying shares are to be issued at the beginning or end of the Restriction Period.In the event that shares of Restricted Stock are to be issued at the beginning of the RestrictionPeriod, the certificates evidencing such shares (to the extent that such shares are so evidenced)shall contain appropriate legends and restrictions that describe the
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terms and conditions of the restrictions applicable thereto. In the event that shares ofRestricted Stock are to be issued at the end of the Restricted Period, the right to receive suchshares shall be evidenced by book entry registration or in such other manner as the Committee maydetermine.     (b) *Deferral*. With the approval of the Committee, amounts payable in respect of Awards may bedeferred and paid either in the form of installments or as a lump-sum payment. The Committee maypermit selected Participants to elect to defer payments of some or all types of Awards or any othercompensation otherwise payable by the Corporation in accordance with procedures established by theCommittee and may provide that such deferred compensation may be payable in shares of Common Stock.Any deferred payment pursuant to an Award, whether elected by the Participant or specified by theAward Agreement or the terms of the Award or by the Committee, may be forfeited if and to theextent that the Award Agreement or the terms of the Award so provide.     (c) *Dividends, Earnings and Interest*. Rights to dividends or Dividend Equivalents may beextended to and made part of any Stock Award, subject to such terms, conditions and restrictions asthe Committee may establish. The Committee may also establish rules and procedures for thecrediting of interest or other earnings on deferred cash payments and Dividend Equivalents forStock Awards.     (d) *Substitution of Awards*. Subject to paragraphs 13 and 15, at the discretion of theCommittee, a Participant who is an Employee may be offered an election to substitute an EmployeeAward for another Employee Award or Employee Awards of the same or different type.**11. Option Exercise**     Following exercise the Grant Price shall be paid in full in cash at the time of delivery ofthe stock or, if permitted by the Committee and elected by the optionee, the optionee may purchasesuch shares by means of tendering Common Stock owned by the optionee, or having the Corporationwithhold from the shares otherwise issuable pursuant to the Option an appropriate number of sharesof Common Stock, valued at Fair Market Value on the date of exercise, or any combination thereof.The Committee shall determine acceptable methods for Participants to tender Common Stock or haveCommon Stock withheld in payment of the Grant Price. The Committee may provide for procedures topermit the exercise or purchase of such Awards by use of the proceeds to be received from the saleof Common Stock issuable pursuant to an Award. The Committee may adopt additional rules andprocedures regarding the exercise of Options from time to time, provided that such rules andprocedures are not inconsistent with the provisions of this paragraph.     An optionee desiring to pay the Grant Price of an Option by tendering Common Stock using themethod of attestation may, subject to any such conditions and in compliance with any suchprocedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of therequisite value in which case the Corporation shall issue or otherwise deliver to the optionee uponsuch exercise a number of shares of Common Stock subject to the Option equal to the result obtainedby dividing (a) the excess of the aggregate Fair Market Value of the shares of Common Stock subjectto the Option for which the Option (or portion thereof) is being exercised over the Grant Pricepayable in respect of such exercise by (b) the Fair Market Value per share of
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Common Stock subject to the Option, and the optionee may retain the shares of Common Stock theownership of which is attested.     If an optionee desires to pay the Grant Price of an Option by having the Corporation withholdfrom the shares otherwise issuable pursuant to the Option shares of Common Stock of the requisitevalue, then, subject to any conditions and in compliance with any procedures as the Committee mayadopt, the Corporation shall issue or otherwise deliver to the optionee upon such exercise a numberof shares of Common Stock subject to the Option equal to the result obtained by dividing (a) theexcess of the aggregate Fair Market Value of the shares of Common Stock subject to the Option forwhich the Option (or portion thereof) is being exercised over the Grant Price payable in respect ofsuch exercise by (b) the Fair Market Value per share of Common Stock subject to the Option.**12. Taxes**     The Corporation or its designated third party administrator shall have the right to deductapplicable taxes from any Employee Award payment and withhold, at the time of delivery or vestingof cash or shares of Common Stock under this Plan, an appropriate amount of cash or number ofshares of Common Stock or a combination thereof for payment of taxes or other amounts required bylaw or to take such other action as may be necessary in the opinion of the Corporation to satisfyall obligations for withholding of such taxes. The Committee may also permit withholding to besatisfied by the transfer to the Corporation of shares of Common Stock theretofore owned by theholder of the Employee Award with respect to which withholding is required. If shares of CommonStock are used to satisfy tax withholding, such shares shall be valued based on the Fair MarketValue when the tax withholding is required to be made. The Committee may provide for loans, oneither a short term or demand basis, from the Corporation to a Participant who is an Employee topermit the payment of taxes required by law.**13. Amendment, Modification, Suspension or Termination of the Plan**     The Board may amend, modify, suspend or terminate this Plan for the purpose of meeting oraddressing any changes in legal requirements or for any other purpose permitted by law, except that(i) no amendment or alteration that would adversely affect the rights of any Participant under anyAward previously granted to such Participant shall be made without the consent of such Participantand (ii) no amendment or alteration shall be effective prior to its approval by the stockholders ofthe Corporation to the extent such approval is required by applicable legal requirements or therequirements of the securities exchange on which the Corporation’s stock is listed.Notwithstanding anything herein to the contrary, without the prior approval of the Corporation’sstockholders, Options issued under the Plan will not be repriced, replaced, or regranted throughcancellation or by decreasing the exercise price of a previously granted Option.**14. Assignability**     Unless otherwise determined by the Committee and provided in the Award Agreement or the termsof the Award or to a family limited partnership, trust or similar entity pre-approved by theCommittee, no Award or any other benefit under this Plan shall be assignable or otherwisetransferable except by will, beneficiary designation, the laws of descent and distribution, or adomestic relations order. In the event that a beneficiary designation conflicts with an assignment
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by will, the beneficiary designation will prevail. The Committee may prescribe and include inapplicable Award Agreements or the terms of the Award other restrictions on transfer. Any attemptedassignment of an Award or any other benefit under this Plan in violation of this paragraph 14 shallbe null and void.**15. Adjustments**     (a) The existence of outstanding Awards shall not affect in any manner the right or power ofthe Corporation or its stockholders to make or authorize any or all adjustments, recapitalizations,reorganizations or other changes in the capital stock of the Corporation or its business or anymerger or consolidation of the Corporation, or any issue of bonds, debentures, preferred or priorpreference stock (whether or not such issue is prior to, on a parity with or junior to the existingCommon Stock) or the dissolution or liquidation of the Corporation, or any sale or transfer of allor any part of its assets or business, or any other corporate act or proceeding of any kind,whether or not of a character similar to that of the acts or proceedings enumerated above.     (b) In the event of any subdivision or consolidation of outstanding shares of Common Stock,declaration of a dividend payable in shares of Common Stock or other stock split, then (i) thenumber of shares of Common Stock reserved under this Plan, (ii) the number of shares of CommonStock covered by outstanding Awards, (iii) the Grant Price or other price in respect of suchAwards, (iv) the appropriate Fair Market Value and other price determinations for such Awards, and(v) the Stock Based Awards Limitations shall each be proportionately adjusted to reflect suchtransaction. In the event of any other recapitalization or capital reorganization of theCorporation, any consolidation or merger of the Corporation with another corporation or entity, theadoption by the Corporation of any plan of exchange affecting Common Stock or any distribution toholders of Common Stock of securities or property (other than normal cash dividends or dividendspayable in Common Stock), the Board may make appropriate adjustments to (i) the number of shares ofCommon Stock reserved under this Plan, (ii) the number of shares of Common Stock covered by Awards,(iii) the Grant Price or other price in respect of such Awards, (iv) the appropriate Fair MarketValue and other price determinations for such Awards, and (v) the Stock Based Awards Limitations toreflect such transaction; provided that such adjustments shall only be such as are necessary tomaintain the proportionate interest of the holders of the Awards and preserve, without increasing,the value of such Awards. In the event of a corporate merger, consolidation, acquisition ofproperty or stock, separation, reorganization or liquidation, the Board shall be authorized (x) toassume under the Plan previously issued compensatory awards, or to substitute new Awards forpreviously issued compensatory awards, including Awards, as part of such adjustment or (y) tocancel Awards that are Options and give the Participants who are the holders of such Awards noticeand opportunity to exercise for 30 days prior to such cancellation.**16. Restrictions**     No Common Stock or other form of payment shall be issued with respect to any Award unless theCorporation shall be satisfied based on the advice of its counsel that such issuance will be incompliance with applicable federal and state securities laws. Certificates evidencing shares ofCommon Stock delivered under this Plan (to the extent that such shares are so evidenced) may besubject to such stop transfer orders and other restrictions as the Committee may deem
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advisable under the rules, regulations and other requirements of the Securities and ExchangeCommission, any securities exchange or transaction reporting system upon which the Common Stock isthen listed or to which it is admitted for quotation and any applicable federal or state securitieslaw. The Committee may cause a legend or legends to be placed upon such certificates (if any) tomake appropriate reference to such restrictions.**17. Unfunded Plan**     This Plan shall be unfunded. Although bookkeeping accounts may be established with respect toParticipants under this Plan, any such accounts shall be used merely as a bookkeeping convenience,including bookkeeping accounts established by a third party administrator retained by theCorporation to administer the Plan. The Corporation shall not be required to segregate any assetsfor purposes of this Plan or Awards hereunder, nor shall the Corporation, the Board or theCommittee be deemed to be a trustee of any benefit to be granted under this Plan. Any liability orobligation of the Corporation to any Participant with respect to an Award under this Plan shall bebased solely upon any contractual obligations that may be created by this Plan and any AwardAgreement or the terms of the Award, and no such liability or obligation of the Corporation shallbe deemed to be secured by any pledge or other encumbrance on any property of the Corporation.Neither the Corporation nor the Board nor the Committee shall be required to give any security orbond for the performance of any obligation that may be created by this Plan.**18. Right to Employment**     Nothing in the Plan or an Award Agreement shall interfere with or limit in any way the rightof the Corporation to terminate any Participant’s employment or other service relationship at anytime, nor confer upon any Participant any right to continue in the capacity in which he or she isemployed or otherwise serves the Corporation.**19. Successors**     All obligations of the Corporation under the Plan with respect to Awards granted hereundershall be binding on any successor to the Corporation, whether the existence of such successor isthe result of a direct or indirect purchase, merger, consolidation, or otherwise, of all orsubstantially all of the business and/or assets of the Corporation.**20. Governing Law**     This Plan and all determinations made and actions taken pursuant hereto, to the extent nototherwise governed by mandatory provisions of the Code or the securities laws of the United States,shall be governed by and construed in accordance with the laws of the State of Texas.**21. Effectiveness**     The Plan will be submitted to the stockholders of the Corporation for approval at the 2003annual meeting of shareholders and, if approved, will become retroactively effective as of April 1,2003.
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**22. NYSE Limitations**     If any provision of this Plan has the effect of increasing the number of shares available forAwards hereunder by adding back shares and such provision constitutes a “formula” under the formulaplan rules of the New York Stock Exchange, Inc. (“NYSE”) (including Section 303A.08 of the NYSE’sListed Company Manual), then the portion of such provision that constitutes a “formula” shall beoperative only until, and shall cease to be effective on, the date that is 10 years after July 17,2003 or, if later, the date of the most recent shareholder approval of the Plan.
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***Resolution related to stock options adopted by the Compensation and Management DevelopmentCommittee of the Board of Directors of Centex Corporation on May 13, 2004.***     RESOLVED, that all non-qualified options held by Full Time Employees to acquire commonstock of Centex Corporation awarded under any of the stock plans listed below, whether awardedbefore or after May 13, 2004, shall be subject to the following from and after May 13, 2004: 1. If an optionee shall voluntarily terminate employment and at such time he orshe is age 55 or older, has at least 10 Years of Service and the sum of age and Yearsof Service equals at least 70, then all non-qualified options held by him or her shallimmediately vest upon the termination of employment (“Vested Retirement”).  2. All rights to exercise such vested options will terminate 12 months followingthe date of such Vested Retirement. However, to the extent that an option agreementprovides a longer time to exercise following voluntary termination of employment, thensuch agreement will control.  3. As used herein: “Full Time Employee” means a person actively and regularlyengaged in work at least 40 hours a week; and “Years of Service” means an optionee’syears of employment with Centex Corporation or any of its Affiliates. An optioneeshall be credited with a Year of Service on each anniversary of the date on which he orshe was first employed by Centex Corporation or its Affiliate, provided that theoptionee continues to be employed by such employer on such anniversary date.  4. The stock plans covered are: **•** Centex Corporation Amended and Restated 1987 Stock Option Plan  **•** Seventh Amended and Restated 1998 Centex Corporation Employee Non-QualifiedStock Option Plan  **•** Amended and Restated Centex Corporation 2001 Stock Plan  **•** Amended and Restated Centex Corporation 2003 Equity Incentive Plan     FURTHER RESOLVED, that the appropriate officers of the Corporation are hereby directed to takeall steps that they deem necessary or appropriate to communicate the substance of the foregoingresolution to option holders who are affected and, where they deem necessary, to document thesubstance of this resolution by way of amendments to the stock plans and to existing optionagreements.
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