EXHIBIT 10.1**CENTEX CORPORATION****AMENDED AND RESTATED 1987 STOCK OPTION PLAN****(Last Amended on October 11, 2006)****1. Purpose**     The purpose of this Plan is to assist Centex Corporation, a Nevada corporation, in attractingand retaining as officers and key employees of the Company and its Affiliates, and as non-employeedirectors of the Company, individuals of training, experience and ability and to furnish additionalincentive to such individuals by encouraging them to become owners of Shares of the Company’scapital stock, by granting to such individuals Incentive Options, Nonqualified Options, RestrictedStock, or any combination of the foregoing.**2. Definitions**     Unless the context otherwise requires, the following words as used herein shall have thefollowing meanings:     “**Act**” — The Securities Exchange Act of 1934, as amended.     “**Affiliates**” — Any corporation or other entity which is a direct or indirect parent orsubsidiary (including, without limitation, partnerships and limited liability companies) of theCompany.     “**Agreement**” — The written agreement between the Company and the Optionee evidencing the Optiongranted 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 totime.     “**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 beconstituted from time to time.     “**Company**” — Centex Corporation, a Nevada corporation.     “**Fair Market Value**” — As of a particular date, (A) if Shares are listed on a nationalsecurities exchange, the closing price per Share, as reported on the consolidated transactionreporting system for the New York Stock Exchange or such other national securities exchange onwhich Shares are listed that is at the applicable time the principal market for the Shares, or anyother source selected by the Committee, or, if there shall have been no such sales so reported onthat date, on the last preceding date on which such a sale was so reported, (B) if Shares are notso listed, the mean between the closing bid and asked price of Shares on that date, or, if thereare no quotations 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
 

 
succeeding to its functions of reporting prices), or (C) at the discretion of the Committee,the value of Shares determined in good faith by the Committee. For purposes of valuing Shares to bemade subject to Incentive Options, the Fair Market Value of stock shall be determined withoutregard 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 Section422 of the Code and Section 16 of this Plan.     “**Non-employee Director**” — An individual who satisfies the requirements of Rule 16b-3promulgated under the Act.     “**Nonqualified Options**” — Stock Options which do not satisfy the requirements of Section 422 ofthe Code.     “**Option**” — An option to purchase one or more Shares of the Company granted under and pursuantto 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 executeda 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 moretrusts for the benefit of such members of the Optionee’s immediate family, (iii) partnerships inwhich such immediate family members are the only partners and (iv) limited liability companies inwhich 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 itsAffiliates, such senior managers to be identified by the Chairman and Vice Chairman of the Board ofthe Company.     “**Share**” — A share of the Company’s present twenty-five cents ($0.25) par value common stockand any share or shares of capital stock or other securities of the Company hereafter issued orissuable upon, in respect of or in substitution or in exchange for each present share. Such Sharesmay be unissued or reacquired Shares, as the Board, in its sole and absolute discretion, shall fromtime to time determine.**3. Administration**     The Plan shall be administered by a committee (the “Committee”) comprised of two or moreNon-employee Directors appointed by the Board from time to time. The Committee shall (a) selectthe eligible employees or directors who are to receive Options or awards of Restricted Stock underthe Plan, (b) determine the type, number, vesting requirements and other features and conditions ofOptions or awards of Restricted Stock, (c) interpret the Plan, and (d) make all otherdeterminations necessary or advisable for the administration of the Plan. The Committee
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may adopt such rules or guidelines as it deems appropriate to implement the Plan. TheCommittee’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 ofRestricted Stock under the Plan; provided that such maximum shall be increased or decreased asprovided below in Section 12.     (b) At any time and from time to time after the Plan takes effect, the Committee, pursuant tothe provisions herein set forth, may grant Options and award Restricted Stock until the maximumnumber of Shares shall be exhausted or the Plan shall be sooner terminated; provided, however, thatno 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 anyRestricted Stock previously awarded be reacquired by the Company, the number of Shares with respectto which such Option shall not have been exercised prior to its expiration or cancellation and thenumber of Shares of such Restricted Stock so reacquired may again be optioned or awarded pursuantto the provisions hereof.     (d) Any Shares withheld pursuant to subsection 18(c) shall not be available after suchwithholding 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) alimited number of persons who are employed by the Company, or one or more of its Affiliates and whoare officers of or who, in the opinion of the Committee, hold other key positions in or for theCompany or one or more of its Affiliates and (b) directors of the Company, including directors whoare not employees of the Company or its Affiliates; provided that only employees of the Company orits Affiliates shall be eligible for the grant of Incentive Options. In addition, an individual whobecomes a director of the Company, but who is not at the time he becomes a director also anemployee of the Company, shall not be eligible for a grant of Options or an award of RestrictedStock, and shall not be eligible for the grant of an option, stock allocation, or stockappreciation right under any other plan of the Company or its affiliates (within the meaning ofRule 12b-2 promulgated under the Act) until the Board expressly declares such person eligible byresolution. In no event may an Option be granted to an individual who is not an employee of theCompany 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 absolutediscretion, 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 inthe opinion of the Committee should be granted Options. The Committee shall thereupon, likewise inits absolute discretion, determine the number of Shares to be allotted for option to each person soselected; provided, however, that the total number of Shares subject to Options
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granted to any one person, including directors of the Company, when aggregated with the numberof 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 soallotted to him, upon such terms and conditions, consistent with the provisions of the Plan, as theCommittee may specify. Each such person shall have a reasonable period of time, to be fixed by theCommittee, within which to accept or reject the proffered Option. Failure to accept within theperiod so fixed may be treated as a rejection.     (c) Each person who accepts an Option offered to him shall enter into an Agreement with theCompany, in such form as the Committee may prescribe, setting forth the terms and conditions of theOption, whereupon such person shall become a participant in the Plan. In the event an individualis granted both one or more Incentive Options and one or more Nonqualified Options, such grantsshall be evidenced by separate Agreements, one each for the Incentive Option grants and one eachfor the Nonqualified Options grants. The date which the Committee specifies to be the grant dateof an Option to an individual shall constitute the date on which the Option covered by suchAgreement is granted. In no event, however, shall an Optionee gain any rights in addition to thosespecified by the Committee in its grant, regardless of the time that may pass between the grant ofthe 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 thegreater of (a) the par value of each such Share or (b) the Fair Market Value of the Share at thetime such Option is granted, except as provided hereinafter. The option price for each Sharecovered by each Nonqualified Option shall not be less than the greater of (a) the par value of eachsuch 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 thisPlan that have an option price less than the Fair Market Value of a Share at the time therespective Option is granted shall not exceed 10% of the total number of Shares authorized to beissued under this Plan. If the Company or an Affiliate agrees to substitute a new Option under thePlan 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 eventsbeing referred to herein as a “Corporate Transaction”), the option price of the Shares covered byeach such new Option or assumed Option may be other than the Fair Market Value of the stock at thetime the Option is granted as determined by reference to a formula, established at the time of theCorporate 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 Optionimmediately after the substitution or assumption over the aggregate option price of such Shares bemore than the excess of the aggregate Fair Market Value of all Shares subject to the Optionimmediately 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 Optiongive the Optionee additional benefits which he would not have under the old Option; or
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     (c) the ratio of the option price to the Fair Market Value of the stock subject to the Optionimmediately after the substitution or assumption be more favorable to the Optionee than the ratioof the option price to the Fair Market Value of the stock subject to the old Option immediatelyprior such substitution or assumption, on a Share by Share basis.     Notwithstanding the above, the provisions of this Section 7 with respect to the Option pricein the event of a Corporate Transaction shall, in case of an Incentive Option, be subject to therequirements of Section 424(a) of the Code and the Treasury regulations and revenue rulingspromulgated thereunder. In the case of an Incentive Option, in the event of a conflict between theterms of this Section 7 and the above cited statute, regulations, and rulings, or in the event ofan omission in this Section 7 of a provision required by said laws, the latter shall control in allrespects 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 noevent for longer than ten (10) years from the date when the Option is granted, including the periodof 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 Optionshall become exercisable prior to one year from the date of its grant,     (i) Except as provided below in this subsection (i) and in paragraph 8.(b) below, allrights to exercise an Option shall terminate within three months after the date the Optioneeceases to be an employee of at least one of the employers in the group of employersconsisting of the Company and its Affiliates, or after the date the Optionee ceases to be adirector of the Company, whichever may occur later, for any reason other than death, exceptthat, (x) in the case of a Nonqualified Option which is held by an Optionee who is, on thedate of cessation referred to in this clause, an officer or director of the Company (withinthe meanings thereof under Section 16b) of the Act), all rights to exercise such Optionshall terminate within seven months after the date the Optionee ceases to be an employee ofat least one of the employers in the group of employers consisting of the Company and itsAffiliates, or, if later, after the date the Optionee ceases to be a director of theCompany, for any reason other than death; and, except that, (y) the Committee, in itsdiscretion, may provide in new Option grants or amend outstanding Options to provide anextended period of time during which an Optionee can exercise a Nonqualified Option to themaximum permissible period for which such Optionee’s Option would have been exercisable inthe absence of the Optionee’s ceasing to be an employee of the Company and its Affiliates orceasing to be a director of the Company; and, except that (z) in case the employment of theOptionee is terminated for cause, the Option shall thereafter be null and void for allpurposes.     (ii) If the Optionee ceases to be employed by at least one of the employers in thegroup of employers consisting of the Company and its Affiliates, or ceases to be a directorof the Company, whichever may occur later, by reason of his death, all rights to exercisesuch Option shall terminate fifteen (15) months thereafter.     (iii) If an Option is granted with a term shorter than ten (10) years, the Committeemay extend the term of the Option, but for not more than ten (10) years from the date whenthe Option was originally granted.
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     (b) Attached hereto are resolutions adopted by the Committee, relating to vesting andexercise, which shall apply only to Options granted prior to April 1, 2006.**9. Options Not Transferable**     No Option or interest therein shall be transferable by the person to whom it is grantedotherwise than by will, the applicable laws of descent and distribution, or a domestic relationsorder (except with respect to an Incentive Option). Notwithstanding the foregoing, the Committeemay, in its sole discretion, provide in the Agreement relating to the grant of an Option that theOptionee may transfer such Option, without consideration, to members of the Optionee’s immediatefamily or to one or more trusts for the benefit of such immediate family members or partnerships inwhich 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 ineach 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 suchOption to one or more Permitted Transferees with or without consideration to the Optionee providedthat the following conditions are satisfied with respect to such transfer: (i) such transfer ismade pursuant to the program that the Company has created to facilitate the reduction of its stockoption overhang and is accomplished on or before March 5, 2000; (ii) the Permitted Transfereeexercises the Option not more than 30 days following such transfer; (iii) all fees and expensescharged by accounting firms, law firms and all other third party consultants in connection withsuch transfer are paid by the Optionee, and such fees and expenses are not otherwise paid orreimbursed by the Company or any of its Affiliates; (iv) the Permitted Transferee agrees to bebound by all of the terms of the Agreement, except that once transferred by the Optionee to suchPermitted 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 fifthanniversary of the Option’s expiration date; and (vi) the Permitted Transferee agrees to inform theCompany’s Stock Plan Administrator upon (a) the sale or other transfer of the shares underlying theOption and (b) any other event or action taken by the Permitted Transferee with respect to theOption, the shares underlying the Option or the consideration for the Option, where such event oraction 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 ortransferee may exercise an Option granted to him. In the event of his death, any then exercisableportion of his Option may, within fifteen (15) months thereafter, or earlier date of termination ofthe Option, be exercised in whole or in part by any person empowered to do so under the deceasedOptionee’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 portionthereof, 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 soexercised with respect to at least a stated minimum number of Shares.
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     (c) The option price of the Shares for which an Option is exercised must be paid prior toissuance of the Shares. Such purchase price shall be payable (i) in cash, certified or cashiers’check, or wire transfer; (ii) at the option of the holder of such Option, in Stock theretoforeowned by such holder by either actual delivery of shares or by attestation, or through thewithholding by the Company from the Shares otherwise issuable pursuant to the Option of anappropriate number of Shares; (iii) by a combination of cash and such delivery of withholding ofStock; or (iv) delivery of a properly executed exercise notice together with irrevocableinstructions to a broker satisfactory to the Company to promptly deliver to the Company the amountof sale or loan proceeds required to pay the exercise price and applicable withholding taxes. Forpurposes 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. Any Stock deliveredin satisfaction of all or a portion of the purchase price shall be appropriately endorsed fortransfer and assignment to the Company. No holder of an Option shall be, or have any of the rightsor privileges of, a shareholder of the Company in respect of any Shares unless and untilcertificates representing such Shares shall have been delivered by the Company to such holder orsuch holder’s interest in such Shares shall have been evidenced by an entry on the Company’s booksand records.     (d) No Shares shall be issued until full payment therefor has been made, and an Optionee shallhave 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 theCompany to issue any Shares upon exercise of an Option if such issuance would, in the opinion ofcounsel for the Company, constitute a violation of the Securities Act of 1933, as amended, or anysimilar or superseding statute or statutes, or any other applicable statute or regulation, as thenin effect. Upon the exercise of an Option or portion or part thereof, the Optionee shall give tothe Company satisfactory evidence that he is acquiring such Shares for the purpose of investmentonly and not with a view to their distribution; provided, however, if or to the extent that theShares subject to the Option shall be included in a registration statement filed by the Company, orone 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 beenexercised as hereinabove provided, the Company shall make delivery of one or more certificates forthe 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 certificatesshall be issued, one for the Shares subject to the Incentive Option and one for the Shares subjectto the Nonqualified Option.**12. Changes in Company’s Shares and Certain Corporate Transactions**     (a) In the event of any subdivision or consolidation of outstanding Shares of the Company,declaration of a dividend payable in Shares of the Company or other stock split, then (i) themaximum number of Shares then available for option or award as Restricted Stock under the Plan,(ii) the number of Shares of the Company covered by outstanding Options and awards of RestrictedStock, and (iii) the option price in respect of outstanding Options, and (iv) the total Options andshares of Restricted Stock that may be awarded to any one person shall each be proportionatelyadjusted to reflect such transaction. In the event of any other recapitalization or
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capital reorganization of the Corporation, any consolidation or merger of the Corporation withanother corporation or entity, the adoption by the Corporation of any plan of exchange affectingCommon Stock or any distribution to holders of Common Stock of securities or property (other thannormal cash dividends or dividends payable in Common Stock), the Board shall make appropriateadjustments to (i) the maximum number of Shares then available for option or award as RestrictedStock under the Plan, (ii) the number of Shares of the Company covered by outstanding Options andawards of Restricted Stock, and (iii) the option price in respect of outstanding Options, and (iv)the total Options and shares of Restricted Stock that may be awarded to any one person to reflectsuch transaction; provided that such adjustments under (ii) and (iii) shall only be such as arenecessary to maintain the proportionate interest of the holders of the Options and awards ofRestricted Stock and preserve, without increasing, the value of such Options and awards ofRestricted Stock. In the event of a corporate merger, consolidation, acquisition of property orstock, separation, reorganization or liquidation, the Board shall be authorized (x) to assume underthe Plan previously issued compensatory awards, or to substitute new Awards for previously issuedcompensatory awards, including Awards, as part of such adjustment or (y) to cancel Awards that areOptions or SARs and give the Participants who are the holders of such Awards notice and opportunityto exercise for 30 days prior to such cancellation. Section 7 of the Plan shall not apply to anytransaction covered in this Section 12 (a).     Except as is otherwise expressly provided herein, the issue by the Company of shares of itscapital 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 subscribetherefor, or upon conversion of shares or obligations of the Company convertible into such sharesor other securities, shall not affect, and no adjustment by reason thereof shall be made withrespect to, the number of or option price of Shares then subject to outstanding Options grantedunder the Plan. Furthermore, the presence of outstanding Options granted under the Plan shall notaffect in any manner the right or power of the Company to make, authorize or consummate (i) any orall adjustments, recapitalizations, reorganizations or other changes in the Company’s capitalstructure or its business; (ii) any merger or consolidation of the Company; (iii) any issue by theCompany of debt securities or preferred or preference stock which would rank above the Sharessubject to outstanding Options granted under the Plan; (iv) the dissolution or liquidation of theCompany; (v) any sale, transfer or assignment of all or any part of the assets or business of theCompany; or (vi) any other corporate act or proceeding, whether of a similar character orotherwise.     (b) Notwithstanding anything to the contrary above, a dissolution or liquidation of theCompany, 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 asubsidiary of another corporation in a transaction in which the stockholders of the parent of theCompany and their proportionate interests therein immediately after the transaction are notsubstantially identical to the stockholders of the Company and their proportionate intereststherein immediately prior to the transaction), a transaction in which another corporation becomesthe 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 becomeexercisable in full, subject to the limitation on the aggregate Fair Market Value of Shares thatmay become first exercisable during any calendar year set forth in Section 16, immediately prior tosuch dissolution, liquidation, merger, consolidation, transaction, or change
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in control, to the extent not theretofore exercised, without regard to the determination as tothe periods and installments of exercisability contained in the Agreements if (and only if) suchOptions have not at that time expired or been terminated. For purposes of this paragraph, a changein control shall be deemed to have taken place if: (i) a third person, including a “group” asdefined in Section 13(d)(3) of the Act, becomes the beneficial owner of Shares of the Companyhaving 50% or more of the total number of votes that may be cast for the election of directors ofthe Company; or (ii) as a result of, or in connection with, a contested election for directors, thepersons who were directors of the Company immediately before such election shall cease toconstitute a majority of the Board. Notwithstanding the foregoing provisions of this paragraph, inthe event of any such dissolution, merger, consolidation, transaction, or change in control, theBoard may completely satisfy all obligations of the Company and its Affiliates with respect to anyOption outstanding on the date of such event by delivering to the Optionee cash in an amount equalto the difference between the aggregate exercise price for Shares under the Option and the FairMarket Value of such Shares on the date of such event, such payment to be made within a reasonabletime after such event.**13. Effective Date**     The Plan shall be effective on May 20, 1987, the date of its adoption by the Board, but shallbe submitted to the stockholders of the Company for ratification at the next regular or specialmeeting 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 Company a quorum is present, the Plan shall bepresented for ratification, and unless at such a meeting the Plan is ratified by the affirmativevote of a majority of the outstanding $0.25 par value common stock of the Company, then and in suchevent, the Plan and all Options granted under the Plan and all awards of Restricted Stock under thePlan 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 insubsection 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 ofthe stockholders of the Company, amend the Plan so as to:     (i) Increase the maximum number of Shares subject thereto, as specified above inSections 4(a) and 12; or     (ii) Increase the proportionate number of Shares which may be purchased pursuant toOption by any one person or awarded as Restricted Stock to any one person, as specifiedabove 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 theoption price of an outstanding Option or modify, impair or cancel any existing Option without theconsent of the holder thereof.**15. Requirements of Law**     Notwithstanding anything contained herein to the contrary, the Company shall not be requiredto sell or issue Shares under any Option if the issuance thereof would constitute a
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violation by the Optionee or the Company of any provisions of any law or regulation of anygovernmental authority or any national securities exchange; and as a condition of any sale orissuance of Shares under Option the Company may require such agreements or undertakings, if any, asthe 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 anIncentive Option intended to qualify under Section 422 of the Code. Any provision of the Plan tothe contrary notwithstanding, (i) no Incentive Option shall be granted to any person who, at thetime such Incentive Option is granted, owns stock possessing more than 10 percent of the totalcombined voting power of all classes of stock of the Company or any Affiliate unless the purchaseprice under such Incentive Option is at least 110 percent of the Fair Market Value of the Sharessubject to an Incentive Option at the date of its grant and such Incentive Option is notexercisable after the expiration of five years from the date of its grant, and (ii) the aggregateFair Market Value of the Shares subject to such Incentive Option and the aggregate Fair MarketValue 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 theCompany and its Affiliates (or a predecessor corporation of any such corporation), that may becomefirst 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 inSection 424(a) of the Code (or which would be so described if a substitution or assumption undersuch section had been effected) with the Company, or a corporation which, at the time the newincentive stock option (within the meaning of Section 422 of the Code) is granted, is an Affiliateof the Company or a predecessor corporation of any such corporations.**17. Modification of Options**     Subject to the terms and conditions of and within the limitations of the Plan, the Committeemay modify, extend or renew outstanding Options granted under the Plan, or accept the surrender ofOptions outstanding hereunder (to the extent not theretofore exercised) and authorize the grantingof 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 grantedhereunder shall, without the consent of the Optionee, alter or impair any rights or obligationsunder any Option theretofore granted hereunder to such Optionee under the Plan, except as may benecessary, with respect to Incentive Options, to satisfy the requirements of Section 422 of theCode.**18. Agreement Provisions**     (a) Each Agreement shall contain such provisions (including, without limitation, restrictionsor the removal of restrictions upon the exercise of the Option and the transfer of shares therebyacquired) as the Committee shall deem advisable. Each Agreement shall identify the Optionevidenced thereby as an Incentive Option or Nonqualified Option, as the case may be. IncentiveOptions and Nonqualified Options may not both be covered by a single Agreement. Each suchAgreement relating to Incentive Options granted hereunder shall contain such limitations andrestrictions upon the exercise of the Incentive Option as shall be necessary for theIncentive Option to which such Agreement related to constitute an incentive stock option, asdefined in Section 422 of the Code.
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     (b) The Plan shall be annexed to each Agreement and each Agreement shall recite that it issubject to the Plan and that the Plan shall govern where there is any inconsistency between thePlan and the Agreement.     (c) Each Agreement shall contain an agreement and covenant by the Optionee, in such form asthe Committee may require in its discretion, that he consents to and will take whatever affirmativeactions are required, in the opinion of the Board or Committee, to enable the Company orappropriate Affiliate to satisfy its Federal income tax and FICA withholding obligations. AnAgreement may contain such provisions as the Committee deems appropriate to enable the Company orits Affiliates to satisfy such withholding obligations, including provisions permitting theCompany, on exercise of an Option, to withhold Shares otherwise issuable to the Optionee exercisingthe Option to satisfy the applicable withholding obligations.     (d) Each Agreement relating to an Incentive Option shall contain a covenant by the Optioneeimmediately to notify the Company in writing of any disqualifying disposition (within the meaningof 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 areeligible for grants of Options, as the Committee may determine at any time and from time to timebefore the termination of the Plan. The total number of Shares of Restricted Stock awarded to anyone person, including directors of the Company, when aggregated with the number of Shares subjectto 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 orthat may not be sold, exchanged, pledged, transferred, assigned or otherwise encumbered or disposedof until the terms and conditions set by the Committee at the time of the award of the RestrictedStock have been satisfied. A Share of Restricted Stock shall be subject to a minimum three-yearvesting period and shall contain such other restrictions, terms and conditions as the Committee mayestablish, which may include, without limitation, the rendition of services to the Company or itsAffiliates for a specified time or the achievement of specific goals. The Committee may, when itdeems it appropriate, require the recipient of an award of Restricted Stock to enter into anagreement 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 providedbelow, the individual shall be the record owner of such Shares and shall have all the rights of astockholder with respect to such Shares (unless the escrow agreement, if any, specifically providesotherwise), including the right to vote and the right to receive dividends or other distributionsmade or paid with respect to such Shares. Any certificate or certificates representing Shares ofRestricted Stock shall bear a legend similar to the following:     **The shares represented by this certificate have been issued pursuant to theterms of the Centex Corporation 1987 Stock Option Plan and may notbe sold, pledged, transferred, assigned or otherwise encumbered in any mannerexcept as set forth in the terms of such award dated**                    **, 19.**
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     In order to enforce the restrictions, terms and conditions that may be applicable to anindividual’s Shares of Restricted Stock, the Committee may require the individual, upon the receiptof a certificate or certificates representing such Shares, or at any time thereafter, to depositsuch 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 Companyunder 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 anaward of Restricted Stock to an individual, which award is not subject to a non-lapse feature, anew certificate, without the legend set forth above, for the number of Shares that are no longersubject 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 theterms and conditions for the payment of all or a portion of the award but prior to the actualpayment of all or such portion thereof, such payment shall be made to the individual’s beneficiaryor beneficiaries at the time and in the same manner that such payment would have been made to theindividual.     The Committee may cancel all or any portion of any outstanding restrictions prior to theexpiration of such restrictions with respect to any or all of the Shares of Restricted Stockawarded to an individual hereunder only upon the individual’s death, disability or retirement on orafter the earlier of (i) age 65 or (ii) for Shares of Restricted Stock awarded prior to April 1,2006, such time as the sum of the individual’s age and years of service equals 70, provided suchindividual is at least 55. With respect to the occurrence of any event specified in the lastparagraph of Section 12, the restrictions, if any, applicable to any outstanding Shares awarded asRestricted 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 RestrictedStock has been awarded ceases to be employed by at least one of the employers in the group ofemployers 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 ofan award, any Restricted Stock remaining subject to restrictions shall thereupon be forfeited bythe individual and transferred to, and reacquired by, the Company or an Affiliate at no cost to theCompany or the Affiliate. In such event, the individual, or in the event of his death, his personalrepresentative, shall forthwith deliver to the Secretary of the Company the certificates for theShares of Restricted Stock remaining subject to such restrictions, accompanied by such instrumentsof transfer, if any, as may reasonably be required by the Secretary of the Company.     (d) In case of any consolidation or merger of another corporation into the Company in whichthe 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 achange in par value, or from par value to no par value, or as a result of a subdivision orcombination, 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 andamount of shares of stock and other securities (including those of any new direct or
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indirect parent of the Company), property, cash or any combination thereof receivable uponsuch reclassification, change, consolidation or merger.**20. General**     (a) The proceeds received by the Company from the sale of Shares pursuant to Options shall beused for general corporate purposes.     (b) Nothing contained in the Plan, or in any Agreement, shall confer upon any Optionee orrecipient 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 employmentat any time.     (c) Neither the members of the Board nor any member of the Committee shall be liable for anyact, omission, or determination taken or made in good faith with respect to the Plan or any Optionor Restricted Stock granted under it; and the members of the Board and the Committee shall beentitled to indemnification and reimbursement by the Company in respect of any claim, loss, damageor expense (including counsel fees) arising therefrom to the full extent permitted by law and underany directors and officers liability or similar insurance coverage that may be in effect from timeto time.     (d) As partial consideration for the granting of each Option or award of Restricted Stockhereunder, the Optionee or recipient shall agree with the Company that he will keep confidentialall information and knowledge which he has relating to the manner and amount of his participationin the Plan; provided, however, that such information may be disclosed as required by law or givenin confidence to the individual’s spouse, tax or financial advisors, or to a financial institutionto the extent that such information is necessary to secure a loan. In the event any breach of thispromise comes to the attention of the Committee, it shall take into consideration such breach, indetermining whether to grant any future Option or award any future Restricted Stock to suchindividual, as a factor militating against the advisability of granting any such future Option orawarding any such future Restricted Stock to such individual.     (e) Participation in the Plan shall not preclude an individual from eligibility in any otherstock 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 anyAffiliate 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 legalrepresentative, heir, legatee, or distributee, in accordance with the provisions hereof, shall, tothe extent thereof, be in full satisfaction of all claims of such persons hereunder. The Board orCommittee may require any Optionee, legal representative, heir, legatee, or distributee, as acondition precedent to such payment, to execute a release and receipt therefor in such form as itshall determine.     (g) Neither the Committee nor the Board nor the Company guarantees the Shares from loss ordepreciation.
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     (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 itsAffiliates.     (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 adirector and other matters shall be conclusive for all purposes hereunder, unless determined by theBoard or Committee to be incorrect.     (j) The Company and its Affiliates shall, upon request or as may be specifically requiredhereunder, furnish or cause to be furnished, all of the information or documentation which isnecessary 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 ofRestricted 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 personauthorized to act by resolution of the Board. Any action required of the Committee shall be byresolution 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 anyreason, the illegality or invalidity shall not affect the remaining provisions of the Plan or theAgreement, as the case may be, but such provision shall be fully severable and the Plan or theAgreement, as the case may be, shall be construed and enforced as if the illegal or invalidprovision had never been included herein or therein.     (n) Whenever any notice is required or permitted hereunder, such notice must be in writing andpersonally delivered or sent by mail. Any notice required or permitted to be delivered hereundershall be deemed to be delivered on the date on which it is personally delivered, or, whetheractually received or not, on the third business day after it is deposited in the United Statesmail, certified or registered, postage prepaid, addressed to the person who is to receive it at theaddress which such person has theretofore specified by written notice delivered in accordanceherewith. The Company, an Optionee or a recipient of Restricted Stock may change, at any time andfrom time to time, by written notice to the other, the address which it or he had theretoforespecified for receiving notices. Until changed in accordance herewith, the Company and eachOptionee and recipient of Restricted Stock shall specify as its and his address for receivingnotices the address set forth in the Agreement pertaining to the shares of Stock to which suchnotice 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 theBoard and Committee, and their successors.
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     (q) The titles and headings of Sections and paragraphs are included for convenience ofreference 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 byapplication of the laws of the State of Nevada except to the extent Nevada law is preempted byfederal law. The obligation of the Company to sell and deliver Shares hereunder is subject toapplicable laws and to the approval of any governmental authority required in connection with theauthorization, issuance, sale, or delivery of such Shares.     (s) Words used in the masculine shall apply to the feminine where applicable, and wherever thecontext of this Plan dictates, the plural shall be read as the singular and the singular as theplural.**21. Withholding Taxes**     Federal, state, or local law may require the withholding of taxes applicable to gainsresulting from the exercise of Nonqualified Options granted hereunder. Unless otherwise prohibitedby 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 sharesof stock of the Company otherwise issuable to the participant as a result of the exercise of theNonqualified Option a number of shares having a fair market value, as of the date the withholdingtax obligation arises, equal to the withholding obligations, or, at the election of theparticipant, up to the maximum of taxes due (the “Share Withholding Alternative”), (iii) to deliverto the Company previously acquired shares of common stock of the Company having a fair marketvalue, as of the date the withholding tax obligation arises, equal to the amount to be withheld, orat the election of the participant, up to the maximum of taxes due, or (iv) any combination of theforegoing, provided the combination permits the payment of all withholding taxes attributable tothe exercise of the Nonqualified Option. A Participant’s election to pay the withholding taxobligation must be made in writing delivered to the Company before the time of exercise, orsimultaneously with the exercise, of such Participant’s Nonqualified Option. A valid and bindingwritten election of the Share Withholding Alternative shall be irrevocable. A participant’s failureto elect a withholding alternative prior to the time such election is required to be made shall bedeemed to be an election to pay the withholding tax by tendering a cash payment to the Company. Forpurposes of this Section 21, the fair market value of the shares used to pay withholding taxes isthe mean between the highest and lowest price quoted on the New York Stock Exchange for one shareof common stock of the Company on the Tax Date. Also, as used in this Section 21, “Tax Date” shallmean the date on which a withholding tax obligation arises in connection with an exercise of anonqualified stock option, which date shall be presumed to be the date of exercise, unless sharessubject 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 undersection 83(b) of the Code with respect thereto, in which case the Tax Date for such shares is thedate on which the substantial risk of forfeiture lapses. Fractional shares remaining after paymentof the withholding taxes shall be paid to the participant in cash.
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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 or she is age 55 orolder, has at least 10 Years of Service and the sum of age and Years of Service equals atleast 70, then all non-qualified options held by him or her shall immediately vest upon thetermination of employment (“Vested Retirement”).2. All rights to exercise such vested options will terminate 12 months following the date ofsuch Vested Retirement. However, to the extent that an option agreement provides a longertime to exercise following voluntary termination of employment, then such agreement willcontrol.3. As used herein: “Full Time Employee” means a person actively and regularly engaged in work atleast 40 hours a week; and “Years of Service” means an optionee’s years of employment withCentex Corporation or any of its Affiliates. An optionee shall be credited with a Year ofService on each anniversary of the date on which he or she was first employed by CentexCorporation or its Affiliate, provided that the optionee continues to be employed by suchemployer 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-Qualified StockOption 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 the substance of this resolution by way of amendments to the stock plans and toexisting option agreements.
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