EXHIBIT10.3**AMENDED AND RESTATED****CENTEX CORPORATION 2001 STOCK PLAN****(Last Amended on October 11, 2006)****1. Purpose**     The purpose of the Plan is to assist the Company in attracting and retaining as officers andkey employees of the Company and its Affiliates, and as Directors of the Company, individuals oftraining, experience and ability, and to furnish additional incentive to such individuals byencouraging them to become owners of Shares, by granting to such individuals Options or RestrictedStock.**2. Definitions**     Unless the context otherwise requires, the following words as used herein shall have thefollowing meanings:     “**Affiliate**” — Any corporation or other entity that is a direct or indirect parent orsubsidiary (including, without limitation, partnerships and limited liability companies) of theCompany.     “**Agreement**” — The written agreement, whether delivered on paper or by electronic medium,between the Company and the Optionee or holder of Restricted Stock evidencing the Option orRestricted Stock granted by the Company, which shall be in such form and contain such provisions asthe Committee may prescribe.     “**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 Compensation and Stock Option Committee of the Board, composed solely of twoor more Directors who are appointed by the Board from time to time and who satisfy the requirementsof Rule 16b-3(b)(3) promulgated under the Securities Exchange Act of 1934, or any successorprovision.     “**Company**” — Centex Corporation, a Nevada corporation.     “**Director**” — An individual who is a member of the Board.     “**Disability**” — Total and permanent disability as set forth in Section 22(e)(3) of the Code, orany successor provision.     “**Employer**” — The Company and any Affiliate.
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     “**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 succeedingto its functions of reporting prices), or (C) at the discretion of the Committee, the value ofShares determined in good faith by the Committee.     “**Full Time Employee**” means a person actively and regularly engaged in work at least 40 hours aweek.     “**Option**” — A nonqualified option to purchase one or more Shares granted under and pursuant tothe Plan. A nonqualified option does not satisfy the requirements of Section 422 of the Code, orany successor provision.     “**Optionee**” — An individual who has been granted an Option under the Plan.     “**Participant**” — An individual who has been granted Restricted Stock or an Option under thePlan.     “**Plan**” — This Centex Corporation 2001 Stock Plan.     “**Restricted Stock**” — Shares issued pursuant to Section 17 of the Plan.     “**Retirement**” — The Participant’s voluntary termination of employment from the Employerincluding, where the context indicates, Vested Retirement with respect to Options or RestrictedStock granted prior to April 1, 2006.     “**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.     “**Vested Retirement**” — The voluntary termination of all employment of an Optionee or aParticipant (excluding a Non-employee Director) who is a Full Time Employee from the Employer atany time after he or she (1) is age 55 or older, (2) has at least 10 Years of Service and (3) thecombination of age and Years of Service equal at least 70. Calculation of eligibility for VestedRetirement shall be based on whole years of age and Years of Service on the date as of which thecalculation is being made. Any partial years shall be disregarded. In no event will thePlan’s Vested Retirement provisions apply to Options or Restricted Stock granted on or afterApril 1, 2006.
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     “**Years of Service**” — The Optionee’s or Participant’s years of employment with an Employer. AnOptionee or Participant shall be credited with a Year of Service on each anniversary of the date onwhich he or she was first employed with an Employer, provided that the Optionee or Participantcontinues to be employed by an Employer on such anniversary date.**3. Administration**     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 Company and in keeping with the objectives of this Plan.The Committee may, in its discretion, provide for the extension of the exercisability of an Option,accelerate the vesting or exercisability of an Option or Restricted Stock award, eliminate or makeless restrictive any restrictions applicable to an Option or Restricted Stock award, waive anyrestriction or other provision of this Plan or an Option or Restricted Stock award or otherwiseamend or modify an Option or Restricted Stock award in any manner that is either (i) not adverse tothe Optionee or holder of Restricted Stock to whom such Option or Restricted Stock was granted or(ii) consented to by the Optionee or holder of Restricted Stock. The Committee may correct anydefect or supply any omission or reconcile any inconsistency in this Plan or in any award in themanner and to the extent the Committee deems necessary or desirable to further the Plan purposes.Any decision of the Committee in the interpretation and administration of this Plan shall liewithin its sole and absolute discretion and shall be final, conclusive and binding on all partiesconcerned.**4. Shares Subject to Plan**     (a) A maximum of 3,888,482 Shares shall be subject to grants of Options or awards ofRestricted Stock under the Plan; provided, however, that of such number of Shares, no more than350,000 Shares shall be subject to awards of Restricted Stock; and provided further, that suchmaximum shall be increased or decreased as provided in Section 12 hereof. The Shares subject tothe Plan shall consist of unissued Shares or previously issued Shares reacquired and held by theCompany or any Affiliate.     (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.     (c) If any Option expires or is canceled without being fully exercised or is settled in cash,or if any Restricted Stock previously awarded is reacquired by the Company, the number of Shareswith respect to which such Option shall not have been exercised prior to its expiration orcancellation and the number of Shares of such Restricted Stock so reacquired may again beoptioned or awarded pursuant to the provisions hereof.     (d) If the option price or any applicable tax withholding obligation payable upon exercise ofan Option is satisfied by the tender or withholding of Shares to or by the Company
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(by eitheractual delivery or attestation), the number of Shares so tendered or withheld shall be eligible forreissuance under the Plan.**5. Eligibility**     Eligibility for receipt of a grant of Options under the Plan shall be confined to (a) alimited number of persons who are employed by the Company or an Affiliate and hold key positions inand for the Company or an Affiliate and (b) Directors.**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.     (b) Each person so selected shall be granted 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.     (c) Each Option granted under the Plan shall be evidenced by an Agreement setting forth theterms and conditions of the Option. The date that the Committee specifies to be the grant date ofan Option to an individual shall constitute the date on which the Option covered by such Agreementis granted. In no event, however, shall an Optionee gain any rights in addition to those specifiedby the Committee in its grant, regardless of the time that may pass between the grant of the Optionand the actual execution of the Agreement by the Company and the Optionee.     (d) No person may be granted Options under this Plan for more than 250,000 Shares in anyone-year period.**7. Option Price**     The option price for each Share covered by each Option shall not be less than 100% of the FairMarket Value of the Share at the time the Option is granted. Notwithstanding the foregoing, ifthere occurs any transaction of a type described in Section 12(a), (b) or (c) hereof, the optionprice of the Shares subject to each existing Option adjusted pursuant to such provisions or any newOption or assumed option issued pursuant to such provisions may be different than the Fair MarketValue of the Shares at the time the Option is granted; provided, however, in no event shall –     (a) the excess of the aggregate Fair Market Value of the Shares subject to the Optionimmediately after the transaction over the aggregate option price of such Shares be more than theexcess of the aggregate Fair Market Value of all shares subject to the other option immediatelyprior to the transaction over the aggregate option price of shares subject to the other option; and
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     (b) the ratio of the option price to the Fair Market Value of the Shares subject to the Optionimmediately after the transaction be more favorable to the Optionee than the ratio of the optionprice to the Fair Market Value of the shares subject to the other option immediately prior to suchtransaction, determined on a share-by-share basis.**8. Option Period**     Each Option shall run for such period of time as the Committee may specify, but in no eventfor longer than seven (7) years from the date when the Option is granted, including the period oftime provided in the subsections of this Section 8; and subject to the following limits:     (a) Except as provided below in this subsection (a) or in subsection (f), all rights toexercise an Option shall terminate within four (4) months after the date the Optionee ceases to bean employee of the Company or an Affiliate, or after the date the Optionee ceases to be a Director,whichever may occur later, for any reason other than death or Disability (but in no event laterthan the end of the original period of the Option); except that (i) in the case of an Optionee whois a Director and, on the date the Optionee ceases to be a Director (and if also an employee ceasesto be an employee), has (A) at least ten (10) years of service as a Director, all Shares subject tosuch Option will vest on such date and all rights to exercise such Option shall terminate three (3)years after the date the Optionee ceases to be a Director (but in no event later than the end ofthe original period of the Option), or (B) less than ten (10) years of service as a Director, allShares subject to such Option will continue to vest in accordance with its terms for a period ofthree (3) years following such date, and all rights to exercise such Option shall terminate three(3) years after such date; and (ii) if the Optionee’s employment or service as a Director isterminated for cause, the entire Option, including both exercisable and unexercisable Shares, shallimmediately terminate and thereafter be null and void for all purposes.     (b) In the case of an Optionee who satisfies the test for Vested Retirement, Options grantedprior to April 1, 2006 and held by such Optionee will automatically vest upon Vested Retirement.     (c) If the Optionee ceases to be employed by the Company and its Affiliates, or ceases to be aDirector, whichever may occur later, by reason of his death, all rights to exercise any Option heldby such Optionee shall terminate fifteen (15) months after his death (but in no event later thanthe end of the original period of the Option).     (d) If the employment of the Optionee with the Company or any of its Affiliates shallterminate as a result of a Disability, he may, within six (6) months following such date (but in noevent later than the end of the original period of the Option), exercise any Option held by suchOptionee, in each case, to the extent he was entitled to exercise such Option on the date oftermination of employment. To the extent that the Shares covered by his Option wereunexercisable as of such termination of employment, the Option shall terminate. If theOptionee does not exercise such Option (which he was entitled to exercise as of such termination)within the time specified herein, the Option shall thereupon terminate.
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     (e) If an Option is granted with a term shorter than seven (7) years, the Committee may extendthe term of the Option, but for not more than seven (7) years from the date when the Option wasoriginally granted.     (f) Notwithstanding the foregoing, if an Option granted prior to April 1, 2006 is held by anOptionee who retires and satisfies the test for Vested Retirement, then all rights to exercise anyand all Options will terminate 12 months following the date of the Vested Retirement. To theextent that an Agreement provides for a longer time to exercise, then such Agreement will control.**9. Options Not Transferable**     Unless otherwise determined by the Committee and provided in the Agreement, no Option orinterest therein shall be transferable by an Optionee otherwise than by will, the applicable lawsof descent and distribution, or a domestic relations order. The Committee may prescribe andinclude in an Agreement any applicable restrictions or conditions on transfer of Options. Anyattempted assignment in violation of this Section 9 shall be null and void.**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 original period of Option, be exercised in whole or in part by any person empowered to do sounder the deceased Optionee’s will or under the applicable laws of descent and distribution.     (b) At any time, and from time to time, during the period when any Option, or a portionthereof, is exercisable, such Option, or portion thereof, may be exercised in whole or in part;provided, however, that the Committee may require in the Agreement that any Option which ispartially exercised be so exercised with respect to at least a stated minimum number of Shares.     (c) Each exercise of an Option or portion or part thereof shall be evidenced by a notice inwriting by or on behalf of the Optionee to the Company. The purchase price of the Shares for whichan Option is exercised must be paid prior to issuance of the Shares. The Exercise price of anOption must be paid by cash, certified or cashiers’ check, wire transfer, delivery (either actuallyor by attestation) of whole Shares owned by the Optionee, or through the withholding by the Companyfrom the Shares otherwise issuable pursuant to the Option of an appropriate number of Shares, orany combination of the aforementioned methods of payment, prior to issuance of the Shares. Forpurposes of determining the amount, if any, of the option price satisfied by delivery orwithholding of Shares, such Shares shall be valued at their Fair Market Value on the date ofexercise. Any Shares actually delivered in satisfaction of all or aportion of the option price shall be appropriately endorsed for transfer and assignment to theCompany.
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     (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 evidencing an Option granted hereunder shall requirethe Company to issue any Shares upon exercise of an Option if such issuance would, in the opinionof counsel for the Company, constitute a violation of the Securities Act of 1933, as amended, orany similar or superseding statute or statutes, or any other applicable statute or regulation, asthen in effect. Upon the exercise of an Option or portion or part thereof, the Optionee shall giveto the 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 oran Affiliate, such investment representation shall not be required.**11. Delivery of Shares Upon Exercise**     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 the Shares acquired uponexercise of such Option to the Optionee or shall cause such Optionee’s interest in such Shares tobe evidenced by an entry on the Company’s books and records.**12. Changes in Company’s Shares and Certain Corporate Transactions**     (a) If at any time while the Plan is in effect there shall occur any subdivision orconsolidation of outstanding Shares, declaration of a dividend payable in Shares or other stocksplit, then, and in each such event, proportionate adjustments shall be made to:     (i) the maximum number of Shares then subject to being optioned or awarded asRestricted Stock under the Plan, to the end that the same proportion of the Company’s issuedand outstanding Shares shall continue to be subject to being so optioned and awarded;     (ii) the number of Shares and the option price per Share thereof then subject topurchase pursuant to each Option previously granted, to the end that the same proportion ofthe Company’s issued and outstanding Shares shall remain subject to purchase at the sameaggregate option price;     (iii) the number of Shares of Restricted Stock previously awarded under the Plan, tothe end that each award represents the same proportion of the Company’s issued andoutstanding Shares; and     (iv) the number of Shares subject to Options that may be granted to any person in anyone-year period pursuant to the limitation set forth in Section 6(d), to the end that eachsuch limitation represents the same proportion of the Company’s issued and outstandingShares.     (b) If at any time while the Plan is in effect there shall occur any other recapitalization orcapital reorganization of the Company, any consolidation or merger of the
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Company with anothercorporation or entity, the adoption by the Company of any plan of exchange affecting the Shares orany distribution to holders of Shares of securities or property (other than normal cash dividendsor dividends payable in Shares), the Committee may make proportionate adjustments to:     (i) the number of Shares and the option price per Share thereof then subject topurchase pursuant to each Option previously granted;     (ii) the number of Shares of Restricted Stock previously awarded under the Plan;     (iii) the number of Shares subject to Options that may be granted to any person in anyone-year period pursuant to the limitation set forth in Section 6(d); and     (iv) the maximum number of Shares then subject to being optioned or awarded asRestricted Stock under the Plan;     in each case, in order to reflect the transaction and (in the case of clauses (i) and (ii)above) to the end of maintaining the proportionate interest of the holders of Options and Shares ofRestricted Stock; provided, however, that such adjustments shall only be made to the extentnecessary to preserve, without exceeding, the value of such Options and Shares of Restricted Stock.     (c) In the event of a merger, consolidation, acquisition of property or stock, separation,reorganization or liquidation, the Committee shall be authorized to issue or assume new Options orShares of Restricted Stock as it determines is appropriate in substitution for, or to reflect theassumption of, any other option, restricted stock grant or other award, whether or not awardedunder this Plan.     (d) Except as is otherwise expressly provided herein, the issuance by the Company of shares ofits capital stock of any class or securities convertible into shares of capital stock of any class,either in connection with a direct sale or upon the exercise of rights or warrants to 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 issuance bythe Company of debt securities or preferred or preference stock that would rank above the Sharessubject to outstanding Options or Shares of Restricted Stock granted under the Plan; (iv) thedissolution or liquidation of the Company; (v) any sale, transfer or assignment of all or any partof the assets or business of the Company; or (vi) any other corporate act or proceeding, whether ofa similar character or otherwise.     (e) 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
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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) or a change in control (as specified below) shallcause every Option then outstanding to become exercisable in full and shall cause every restrictionwith respect to any Shares of Restricted Stock to terminate immediately prior to such dissolution,liquidation, merger, consolidation or change in control, to the extent not theretofore exercisableor free of restrictions, without regard to the determination as to the periods and installments ofexercisability or termination of restrictions contained in the Agreements if, and only if, suchOptions have not at that time theretofore expired or been terminated or such Shares of RestrictedStock have not at that time theretofore been cancelled or forfeited. For purposes of this Section12(c), a change in control shall be deemed to have taken place if (i) a third person, including a“group” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, becomes thebeneficial owner of Shares of the Company having 50% or more of the total number of votes that maybe cast for the election of directors of the Company or (ii) as a result of, or in connection with,a contested election for directors, the persons who were directors of the Company immediatelybefore such election shall cease to constitute a majority of the Board. Notwithstanding theforegoing provisions of this paragraph, in the event of any such dissolution, merger, consolidationor change in control, the Board may completely satisfy all obligations of the Company and itsAffiliates with respect to any Options or Shares of Restricted Stock outstanding on the date ofsuch event and cancel such Options or Shares of Restricted Stock by (A) in the case of Options,delivering to the Optionee cash in an amount equal to the difference between the aggregate optionprice for Shares under the Options and the Fair Market Value of such Shares on the date of suchevent and (B) in the case of Shares of Restricted Stock, delivering to the holder of such Sharescash in an amount equal to the Fair Market Value of such Shares on the date of such event, whichpayment shall in either case be made within a reasonable time after such event.     (f) As of March 31, 2006 the number of shares available for issuance of Options or awards ofRestricted Stock is 668,592, and there shall be no more awards of Restricted Stock.**13. Effective Date**     The Plan shall be effective on May 17, 2001, the date of its adoption by the Board, but shallbe submitted to the stockholders of the Company for approval at the next regular or special meetingthereof to be held within twelve (12) months after the Board shall have adopted the Plan. If, atsuch a meeting of the stockholders of the Company, the Plan is not approved by the affirmative voteof a majority of the $0.25 par value common stock of the Company present and entitled to vote atsuch meeting, then, and in such event, the Plan and all Options granted under the Plan and allawards of Restricted Stock under the Plan shall become null and void and of no further force oreffect.**14. Amendment, Suspension or Termination of the Plan**     The Board may amend, suspend or terminate this Plan for the purpose of meeting or addressingany changes in legal requirements or for any other purpose permitted by law, except
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that (a) noamendment or alteration that would adversely affect the rights of any holder under any awardpreviously granted to such person shall be made without the consent of such person and (b) afterthe stockholders of the Company have ratified the Plan, no amendment or alteration that wouldincrease the maximum number of Shares subject to the Plan (as provided in Section 4(a)) or decreasethe option price of an Option below 100% of the Fair Market Value as of the date such Option wasgranted (as provided in Section 7) may be made without obtaining approval of the stockholders.**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 violation bythe Optionee or the Company of any provisions of any law or regulation of any governmentalauthority or any national securities exchange. As a condition of any sale or issuance of Sharesunder an Option, the Company may require such agreements or undertakings, if any, as the Companymay deem necessary or advisable to ensure compliance with any such law or regulation.**16. Modification of Options**     Except as provided in Section 12, notwithstanding any other provision of this Plan to thecontrary, (i) after an Option has been awarded, the price at which Shares may be purchased uponexercise of such Option shall not be amended and (ii) no Option shall be granted in exchange for apreviously granted Option if the option price of such previously granted Option is greater than theoption price of such replacement Option. Notwithstanding the foregoing provisions of this Section16, no modification or cancellation of an Option granted hereunder shall, without the consent ofthe Optionee, alter or impair any rights or obligations under any Option theretofore grantedhereunder to such Optionee under the Plan.**17. Restricted Stock**     (a) Subject to the terms and conditions of, and within the limitations of, the Plan, Shares ofRestricted Stock may be awarded by the Committee to such individuals as are eligible for grants ofOptions, as the Committee may determine at any time and from time to time before the termination ofthe Plan. Each award of Restricted Stock shall be evidenced by an Agreement setting forth theterms and conditions of the award.     (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 such otherrestrictions, terms and conditions as the Committee may establish, which may include, withoutlimitation, the rendition of services to the Company or its Affiliates for a specified time orthe achievement of specific goals.     (c) 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
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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 may bear a legend similar to the following:     The shares represented by this certificate have been issuedpursuant to the terms of the Centex Corporation 2001 Stock Plan andmay not be sold, pledged, transferred, assigned or otherwiseencumbered in any manner except as set forth in the terms of suchaward dated ___, 20___.     (d) 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.     (e) After the satisfaction of the terms and conditions set by the Committee at the time of anaward of Restricted Stock to an individual, if the original certificate was legended, a newcertificate, 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, either bydelivery of a physical certificate or an electronic transfer to a broker.     (f) 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 on such terms as the Committee may deem appropriate.     (g) Subject to the other provisions of this Section 17, including paragraph (i) below, andunless otherwise determined by the Committee, if an individual to whom Restricted Stock has beenawarded ceases to be employed by the Company or an Affiliate, or ceases to be a director of theCompany, whichever may occur later, for any reason prior to the satisfaction of any terms andconditions of an award, any Restricted Stock remaining subject to restrictions shall thereupon beforfeited by the individual and transferred to, and reacquired by, the Company or an Affiliate atno cost to the Company or the Affiliate. In such event, the individual, or in the event of hisdeath, his personal representative, shall forthwith deliver to the Secretary of the Company thecertificates for the Shares of Restricted Stock remaining subject to such restrictions, accompaniedby such instruments of transfer, if any, as may reasonably be required by the Secretary of theCompany.     (h) The Committee may determine that an award of Restricted Stock will be subject torestriction until one or more performance goals established by the Committee have been achieved.With respect to such an award, the restrictions shall lapse and the award shall vest only uponachievement of the attainment of one or more pre-established, objective performance goalsestablished by the Committee prior to the earlier to occur of (x) 90 days after the commencement ofthe period of service to which the performance goal relates and (y) the lapse of 25% of the periodof service (as established in good faith at the time the goal is established),
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and in any eventwhile the outcome is substantially uncertain. A performance goal is objective if a third partyhaving knowledge of the relevant facts could determine whether the goal is met. Such a performancegoal may be based on one or more business criteria that apply to the individual, one or morebusiness units of the Company, or the Company as a whole, and may include one or more of thefollowing: operating income, operating margin, earnings before interest, taxes, depreciation andamortization (EBITDA), pre-tax income, net income, net earnings per share, net earnings per sharegrowth, return on beginning stockholder’s equity, return on average net assets, total shareholderreturn relative to other companies in Centex Corporation’s industry group, debt/capitalizationratio and customer satisfaction. Unless otherwise stated, such a performance goal need not bebased upon an increase or positive result under a particular business criterion and could include,for example, maintaining the status quo or limiting economic losses (measured, in each case, byreference to specific business criteria). In interpreting Plan provisions applicable toperformance goals, it is the intent of the Plan to conform with the standards of Section 162(m) ofthe Code and Treasury Regulation §1.162-27(e)(2)(i), and the Committee in establishing such goalsand interpreting the Plan shall be guided by such provisions. Prior to the payment of anycompensation based on the achievement of performance goals, the Committee must certify in writingthat applicable performance goals and any of the material terms thereof were, in fact, satisfied.No individual may be granted Restricted Stock awards subject to performance goals designed tocomply with Section 162(m) of the Code having a value of more than $6,000,000 in any given one-yearperiod.     (i) The restrictions set forth in an Agreement relative to Restricted Stock granted prior toApril 1, 2006 will terminate immediately if the Participant retires and at the time of Retirementhe or she qualifies for Vested Retirement under the Plan.**18. Tax Withholding**     The Company shall have the right to take whatever affirmative actions are required, in theopinion of the Committee, to enable the Company or appropriate Affiliate to satisfy any applicablepayroll tax withholding requirements in connection with the exercise of Options granted orRestricted Stock awarded under the Plan. Without limiting the generality of the foregoingprovision, the Company shall have the right to (a) withhold cash from a same-day-sale exercise ofan Option, (b) deduct applicable taxes from any Option or Restricted Stock award by withholding, atthe time of delivery and/or vesting of Shares under the Plan, an appropriate number of Shares forpayment of taxes required by law, (c) permit its withholding obligations to be satisfied by thetransfer to the Company of Shares theretofore owned by the holder of the Option or recipient ofRestricted Stock with respect to which withholding is required, in which case such Shares shall bevalued based on the Fair Market Value thereof when the tax withholding is required to be made, or(d) take such other action as may be necessary in the opinion of the Company to satisfy allapplicable tax withholding obligations.**19. General**     (a) The proceeds received by the Company from the sale of Shares pursuant to Options shall beused for general corporate purposes.
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     (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 Affiliateor interfere in any way with the rights of the Company or any Affiliate to terminate suchOptionee’s or recipient’s employment at 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 award of Restricted Stock granted under it, and the members of the Board and the Committee shallbe entitled to indemnification and reimbursement by the Company in respect of any claim, loss,damage or expense (including counsel fees) arising therefrom to the full extent permitted by lawand under any directors and officers liability or similar insurance coverage that may be in effectfrom time to 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 that he has relating to the manner and amount of his participation inthe Plan; provided, however, that such information may be disclosed as required by law or given inconfidence to the individual’s spouse, tax or financial advisors or to a financial institution tothe extent that such information is necessary to secure a loan.     (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 that 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, to theextent thereof, be in full satisfaction of all claims of such persons hereunder. The Board orCommittee may require any Optionee or recipient of an award of Restricted Stock, legalrepresentative, heir, legatee or distributee, as a condition precedent to such payment, to executea release and receipt therefor in such form as it shall determine.     (g) Neither the Committee, the Board nor the Company guarantees the Shares from loss ordepreciation.     (h) All expenses incident to the administration of the Plan, including, but not limited to,legal and accounting fees, shall be paid by the Company or its Affiliates.     (i) Records of the Company and its Affiliates regarding an individual’s period of employment,termination of employment and the reason therefor, leaves of absence, reemployment, 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 that isnecessary or required by the Board or Committee to perform their duties and functions under thePlan.
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     (k) The Company assumes no obligation or responsibility to an Optionee or recipient ofRestricted Stock, or to such Optionee’s or recipient’s personal representatives, heirs, legatees ordistributees, 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 the 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 the 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 that 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 that it, he or she 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 or otherwise provided to the other in accordance with the Company’s policies formaintaining such information.     (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.     (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 withthe authorization, issuance, sale or delivery of such Shares.     (s) Words used in the masculine shall apply to the feminine where applicable, and wherever thecontext of the Plan dictates, the plural shall be read as the singular and the singular as theplural.
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     (t) Transactions related to the Plan, including but not limited to the delivery and acceptanceof any Agreement and the exercise of any Option, whether in whole or in part, may be evidenced byeither signed documentation or on-line transactions through the Corporate Stock Benefit Servicesweb site of the Company’s designated broker, UBS PaineWebber Inc., or the successor thereof.     (u) If any provision of this Plan has the effect of increasing the number of shares availablefor Awards hereunder by adding back shares and such provision constitutes a “formula” under theformula plan rules of the New York Stock Exchange, Inc. (“NYSE”) (including Section 303A.08 of theNYSE’s Listed Company Manual), then the portion of such provision that constitutes a “formula”shall be operative only until, and shall cease to be effective on, the date that is 10 years afterJuly 19, 2003 or, if later, the date of the most recent shareholder approval of the Plan.
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