EXHIBIT 10.5**AMENDED AND RESTATED****CENTEX CORPORATION LONG TERM INCENTIVE PLAN****Effective October 1, 2001****(Last Amended on October 11, 2006)****1. Objectives**     The Centex Corporation Long Term Incentive Plan (the “Plan”) is designed to retain selectedemployees of Centex Corporation and all subsidiaries, partnerships and affiliates of CentexCorporation with regard to which Centex Corporation owns, directly or indirectly, at least 80% ofthe ownership interest therein, and reward them for making significant contributions to the successof Centex Corporation. These objectives are to be accomplished by making awards under the Plan andthereby providing participants with a financial interest in the growth and performance of CentexCorporation. The Plan shall not constitute a “qualified plan” subject to the limitations ofSection 401(a) of the Internal Revenue Code of 1986, as amended, nor shall it constitute a “fundedplan” for purposes of such requirements. This Plan shall be exempt from the participation andvesting requirements of Part 2 of Title I of ERISA, the funding requirements of Part 3 of Title Iof the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and the fiduciaryrequirements of Part 4 of Title I of ERISA by reason of the exclusions afforded to plans which areunfunded and maintained by an employer primarily for the purpose of providing deferred compensationfor a select group of highly compensated employees.**2. Definitions**     As used herein, the terms set forth below shall have the following respective meanings:     “**Act**” means the Securities Exchange Act of 1934, as amended.     “**Administrator**” means the Compensation and Management Development Committee of the Board.     “**Affiliate**” means any direct or indirect subsidiary or parent of Centex Corporation and anypartnership, joint venture, limited liability company or other business venture or entity in whichCentex Corporation owns directly or indirectly at least 80% of the ownership interest in suchentity, as determined by the Administrator in its sole and absolute discretion (such determinationby the Administrator to be conclusively established by the grant of an Award by the Administratorto an officer or employee of such an entity).     “**Award**” means an award of Deferred Stock granted to a Participant pursuant to any applicableterms, conditions and limitations as the Administrator may establish in order to fulfill theobjectives of the Plan.     “**Award Agreement**” means a written agreement between Centex Corporation and a Participant thatsets forth the terms, conditions and limitations applicable to an Award.
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     “**Beneficiary**” means such person or persons, or the trustee of an inter vivos trust for thebenefit of natural persons, designated by the Participant in a written election filed with theAdministrator as entitled to receive the Participant’s Award(s) in the event of the Participant’sdeath, or if no such election shall have been so filed, or if no designated Beneficiary survivesthe Participant or can be located by the Administrator, the person or persons entitled theretounder the last will of such deceased Participant, or if such decedent left no will, to the legalheirs of such decedent determined in accordance with the laws of intestate succession of the stateof the decedent’s domicile.     “**Board**” means the Board of Directors of Centex Corporation as the same may be constituted fromtime to time.     “**Centex Corporation**” means Centex Corporation, a Nevada corporation, or any successor thereto.     “**Code**” means the Internal Revenue Code of 1986, as amended.     “**Company**” means each of Centex Corporation and every Affiliate.     “**Deferred Stock**” means a right to receive at Payout the number of Shares covered by an Award,subject to the terms of this Plan and the Award Agreement. Deferred Stock does not represent anyactual legal or beneficial interest in Centex Corporation.     “**Disability**” means a disability that entitles the Participant to benefits under the long-termdisability plan sponsored by the Company which covers the Participant.     “**Employment**” means employment with a Company.     “**Expiration Date**” means, as to an Award, that date which is seven years past the Grant Date ofsuch Award or such other period as the Administrator may determine.     “**Fair Market Value**” means, 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 Administrator, or, if there shall have been no such sales so reportedon that date, on the last preceding date on which such a sale was so reported, (B) if Shares arenot so listed, the mean between the closing bid and asked price of Shares on that date, or, ifthere are no quotations available for such date, on the last preceding date on which such aquotation was reported, as reported on a recognized quotation system selected by the Administrator,or, if not so reported, then as reported by The Pink Sheets LLC (or a similar organization oragency succeeding to its functions of reporting prices), or (C) at the discretion of theAdministrator, the value of Shares determined in good faith by the Administrator.     “**Full Time Employee**” means a person actively and regularly engaged in work at least 40 hours aweek.
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     “**Grant Date**” means the date an Award is made to a Participant hereunder, which will be April 1of the year in which such Award is made, or any other date selected by the Administrator.     “**Participant**” means an employee of a Company to whom an Award has been made under this Plan.     “**Payout**” means the distribution of vested Deferred Stock under the Plan.     “**Payout Date**” means the date an Award becomes payable pursuant to Section 8.     “**Plan**” means this Centex Corporation Long Term Incentive Plan, as set forth herein and as maybe amended from time to time.     “**Share**” means a share of Centex Corporation’s present twenty-five cents ($0.25) par valuecommon stock and any share or shares of capital stock or other securities of Centex Corporationhereafter issued or issuable upon, in respect of or in substitution or in exchange for each presentshare. Such Shares may be unissued or reacquired Shares, as the Board, in its sole and absolutediscretion, shall from time to time determine.     “**Termination Date**” means the last date on which the Participant is carried on a Company’spayroll as an employee.     “**Vested Retirement**” means the voluntary termination by a Participant who is a Full TimeEmployee of all Employment at any time after the Participant is age 55 or older, completes at least10 Years of Service and the sum of age and Years of Service with one or more Companies equals atleast 70. In no event will the Plan’s Vested Retirement provisions apply to Awards made on orafter April 1, 2006.     “**Years of Service**” means the Participant’s years of employment with a Company. A Participantshall be credited with a Year of Service on each anniversary of the date on which he or she wasfirst employed with a Company, provided that the Participant continues to be employed by a Companyon such anniversary date.**3. Eligibility**     Only highly compensated employees of a Company are eligible for Awards under this Plan, asdetermined in the sole discretion of the Administrator. The Administrator shall select theParticipants in the Plan from time to time as evidenced by the grant of Awards under the Plan.**4. Plan Administration**     The Plan shall be administered by the Administrator, which shall have full and exclusive powerto interpret this Plan and to adopt such rules, regulations and guidelines for carrying out thisPlan as it may deem necessary or appropriate in its sole discretion. The Administrator shalldetermine all terms and conditions of the Awards. The Administrator may, in its discretion,accelerate the vesting or Payout of an Award, eliminate or make less restrictive any restrictions
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contained in an AwardAgreement, waive any restriction or other provision of this Plan or an Award Agreement orotherwise amend or modify an Award in any manner that is either (i) not materially adverse to theParticipant holding the Award or (ii) consented to by such Participant. The Administrator maydelegate to one or more employees of Centex Corporation the performance of non-discretionaryfunctions under this Plan, including distributions of Payouts.**5. Awards**     (a) The granting of Awards under this Plan shall be entirely discretionary, and nothing inthis Plan shall be deemed to give any employee of a Company any right to participate in this Planor to be granted an Award.     (b) Awards shall be granted to Participants at such times, and subject to paragraph 5(d)below, in such amounts as the Administrator, in its sole and absolute discretion, shall determine.No credit for cash dividends on Deferred Stock will be allowed (or accrued) prior to Payout.     (c) The term of an Award shall run from the Grant Date to the Expiration Date, subject toearly Payout as described in Section 8 below or forfeiture as described in Section 7 below.     (d) The maximum number of Shares that may be awarded under this Plan, subject to Section 13below, is 1,220,991. As of March 31, 2006 a total of 123,379 shares are available to be awarded.     (e) If an Award is forfeited, the number of Shares with respect to which such Award shall nothave been exercised prior to its forfeiture may again be awarded pursuant to the provisions hereof.**6. Vesting of Awards**     (a) Unless different terms are set by the Administrator, an Award shall be immediately 25%vested on its Grant Date and shall become vested in cumulative 25% increments on each of the firstthrough third anniversaries of such Grant Date, so that on the third anniversary of the Grant Datethe Award will be 100% vested; provided, however, that the Participant must be in continuousEmployment from the Grant Date through the date of the applicable anniversary in order for theAward to vest.     (b) A Participant’s Award shall be fully vested, irrespective of the limitations set forth insubparagraph (a) above, in the event of (i) a change in control, as provided for in Section 13below, provided that the Participant has been in continuous Employment from the Grant Date untilthe date of such change in control or (ii) for Awards granted prior to April 1, 2006, VestedRetirement of the Participant.
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**7. Forfeiture of Awards**     If a Participant’s Employment is terminated other than through Vested Retirement with respectto Awards granted prior to April 1, 2006, the Participant shall forfeit his or her Award(s) withrespect to any portion that is not vested as of such Participant’s Termination Date.**8. Payouts of Awards**     Payouts will occur as follows:     (a) Automatic Payout on Expiration Date. To the extent that a Participant’s Award hasvested, such Award shall have an automatic Payout on the Expiration Date of such Award.     (b) Early Payouts. In addition to automatic Payout on the Expiration Date, there maybe an early Payout of the vested portion of an Award as follows:     (i) Termination of Employment (whether voluntary or involuntary). The vestedportion of each Award shall have an automatic Payout on the Participant’s Termination Date.     (ii) Death. If a Participant dies prior to the Expiration Date, suchParticipant’s Award, to the extent vested, shall have an automatic Payout as of the date ofthe Participant’s death and be made to the Participant’s Beneficiary.     (iii) Disability. Prior to the Expiration Date, an Award, with the approval ofthe Administrator, shall both be fully vested and have an automatic Payout on the date theParticipant satisfies the definition of Disability.     (iv) Early Payout Request. At or subsequent to the time an Award is made, aParticipant may elect, in the form and manner prescribed by the Administrator in its solediscretion, that the Payout Date for such Award shall be when each portion of the Awardvests pursuant to paragraph 6(a). Thereafter, such election of timing of distribution foran Award may be revoked and a new election substituted therefor during any subsequentcalendar year at such times as designated by the Administrator in its sole discretion;*provided, however*, that such new election (i) shall only be effective with respect todistributions during a calendar year subsequent to the calendar year during which the newelection is made and (ii) the new distribution date shall not exceed the applicableExpiration Date with respect to the amounts to be distributed.**9. Form of Payout**     As soon as practicable following a determination that Payout of a Participant’s Award shall bemade as described in Section 8, but not later than five business days after the required PayoutDate, Centex Corporation shall make a Payout to the Participant. Payouts shall be made in Sharesexcept that no fractional shares will be issued and in lieu thereof cash will be paid to theParticipant.
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**10. Delivery of Share Certificates**     As promptly as may be administratively practicable following a Payout, Centex Corporationshall make delivery of one or more Share certificates, and, at the election of the Participant,either by delivery of a physical certificate or an electronic transfer to a broker, for theappropriate number of Shares.**11. Tax Withholding**     Centex Corporation shall deduct applicable taxes with respect to any Award or Payout andwithhold, at the time of Award or Payout, as appropriate, a number of Shares, based on the FairMarket Value on such date, for payment of taxes required by law.**12. Non-Assignability**     Unless otherwise determined by the Administrator, no Award or Payout or any other benefitunder this Plan shall be assignable or otherwise transferable except to a Beneficiary or by will,the laws of descent and distribution or a domestic relations order. The Administrator may prescribeother restrictions on transfer. Any attempted assignment of an Award or any other benefit underthis Plan in violation of this Section 12 shall be null and void.**13. Changes in Shares and Certain Corporate Transactions**     (a) In the event of any subdivision or consolidation of outstanding Shares, declaration of adividend payable in Shares or other stock split, then (i) the number of Shares available for Awardsunder this Plan, and (ii) the number of Shares covered by outstanding Awards, shall each beproportionately adjusted by the Board as appropriate to reflect such transaction. In the event ofany other recapitalization or capital reorganization of the Centex Corporation, any consolidationor merger of the Centex Corporation with another corporation or entity, the adoption by the CentexCorporation of any plan of exchange affecting Shares or any distribution to holders of Shares ofsecurities or property (other than normal cash dividends or dividends payable in Shares), the Boardshall make appropriate adjustments to (i) the number of Shares available for Awards under thisPlan, and (ii) the number of Shares covered by outstanding Deferred Awards, to reflect suchtransaction; provided that such adjustment under (ii) shall only be such as are necessary tomaintain the proportionate interest of the holders of the Awards and preserve, without increasing,the value of such Awards.     Except as is otherwise expressly provided herein, the issuance by Centex Corporation of sharesof its capital stock of any class, or securities convertible into shares of capital stock of anyclass, either in connection with a direct sale or upon the exercise of rights or warrants tosubscribe therefor, or upon conversion of shares or obligations of Centex Corporation convertibleinto such shares or other securities, shall not affect, and no adjustment by reason thereof shallbe made with respect to, the number of Shares then subject to outstanding Awards granted under thePlan. Furthermore, the presence of outstanding Awards granted under the Plan shall not affect inany manner the right or power of Centex Corporation to make, authorize or consummate (i) any or alladjustments, recapitalizations, reorganizations or other changes in Centex Corporation’scapital
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structure or its business, including the issuance of capital stock; (ii) any merger orconsolidation of Centex Corporation; (iii) any issuance by Centex Corporation of debt securities orpreferred or preference stock which would rank above the Shares subject to outstanding Awardsgranted under the Plan; (iv) the dissolution or liquidation of Centex Corporation; (v) any sale,transfer or assignment of all or any part of the assets or business of Centex Corporation; or (vi)any other corporate act or proceeding, whether of a similar character or otherwise.     (b) Notwithstanding anything to the contrary above, a dissolution or liquidation of CentexCorporation, a merger (other than a merger effecting a reincorporation of Centex Corporation inanother state) or consolidation in which Centex Corporation is not the surviving corporation (orsurvives only as a subsidiary of another corporation in a transaction in which the stockholders ofthe parent of Centex Corporation and their proportionate interests therein immediately after thetransaction are not substantially identical to the stockholders of Centex Corporation and theirproportionate interests therein immediately prior to the transaction), a transaction in whichanother corporation becomes the owner of 50% or more of the total combined voting power of allclasses of stock of Centex Corporation, or a change in control (as specified below), shall causeevery Award then outstanding to become fully vested immediately prior to such dissolution,liquidation, merger, consolidation, transaction, or change in control, to the extent nottheretofore exercised, without regard to the determination as to the periods and installments ofvesting contained in the Agreements if (and only if) such Awards have not at that time expired orbeen terminated. For purposes of this Section 13, a change in control shall be deemed to havetaken place if:     (i) a third person, including a “Group” as defined in Section 13(d)(3) of the Act,becomes the beneficial owner of Shares of Centex Corporation having 50% or more of totalnumber of votes that may be cast for the election of directors of Centex Corporation; or     (ii) as a result of, or in connection with, a contested election for directors, personswho were directors of Centex Corporation immediately before such election shall cease toconstitute a majority of the Board.     Notwithstanding the foregoing provisions of this paragraph, in the event of any suchdissolution, merger, consolidation, transaction or change in control, the Board may completelysatisfy all obligations of Centex Corporation and its Affiliates with respect to any Awardoutstanding on the date of such event by delivering to the Participant cash in an amount equal tothe Fair Market Value of such Shares on the date of such event, such payment to be made withinreasonable time after such event.**14. Plan Year**     The Plan, as amended and restated, shall be effective as of October 1, 2001 and will continuein effect until the Administrator terminates the same. The Plan year will be April 1 through March31 while this Plan is in effect.
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**15. Requirements of Law**     Notwithstanding anything herein to the contrary, Centex Corporation shall not be required toissue Shares under any Award if the issuance thereof would constitute a violation by theParticipant or Centex Corporation of any provisions of any law or regulation of any governmentalauthority or any national securities exchange; and as a condition of any issuance of Shares underany Award, Centex Corporation may require such agreements or undertakings, if any, as CentexCorporation may deem necessary or advisable to ensure compliance with any such law or regulation.**16. Amendment, Suspension or Termination**     The Board may amend, suspend or terminate the Plan at any time for the purpose of meeting oraddressing any changes in legal requirements or for any other purpose permitted by law, except thatno amendment, suspension or termination shall be made that would impair the rights of anyParticipant as to a vested Award previously granted to such Participant without his or her writtenconsent.**17. Unfunded Plan**     This Plan shall be unfunded. Although bookkeeping accounts may be established with respect toParticipants representing Awards, any such accounts shall be used merely as a bookkeepingconvenience. Centex Corporation shall not be required to segregate any assets that may at any timebe represented by Awards, nor shall this Plan be construed as providing for such segregation, norshall Centex Corporation, the Board or the Administrator (or any delegate thereof)bedeemed to be a trustee of any Awards to be granted under this Plan. Any liability or obligation ofCentex Corporation to any Participant with respect to a grant of Awards under this Plan shall bebased solely upon any contractual obligations that may be created under this Plan, and no suchliability or obligation of Centex Corporation shall be deemed to be secured by any pledge or otherencumbrance on any property of Centex Corporation. None of Centex Corporation or any otherCompany, the Board or the Administrator (or any delegate thereof) shall be required to give anysecurity or bond for the performance of any obligation that may be created by this Plan.     Notwithstanding the foregoing, upon the occurrence of a change in control, as described inSection 13(b), each Company whose employees are Participants shall, as soon as possible, but in noevent longer than 15 days following the change in control, make an irrevocable contribution to atrust established by Centex Corporation in an amount sufficient to fully pay the entire benefit towhich each Participant employed by such Company would be entitled pursuant to the terms of thisPlan as of the date on which such change in control occurs. In its sole discretion, CentexCorporation may establish such a trust at any time prior to a change in control and may makecontributions to such trust in Shares or in cash which would be used to acquire Shares to transferto Participant. Any such trust shall be designed to assist Centex Corporation in satisfying itsobligations under this Plan; but it shall remain subject to the claims of its creditors.
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**18. No Employment Guaranteed**     No provision of this Plan or any Award Agreement hereunder shall confer any right upon anyemployee to continued employment with a Company.**19. No Stockholder Rights**     A Participant shall have no rights as a holder of Shares with respect to Awards grantedhereunder. In particular, no Award shall entitle a Participant to be considered a holder of Sharesor to have any rights to dividends or other distributions made to holders of Shares prior to thePayout of such Award.**20. Governing Law**     This Plan and all determinations made and actions taken pursuant hereto, to the extent nototherwise governed by mandatory provisions of the Act or other securities laws of the UnitedStates, shall be governed by and construed in accordance with the laws of the State of Texas,without reference to any conflicts of law principles thereof that would require the application ofthe laws of another jurisdiction.**21. Indemnification**     Neither the members of the Board, any member of the Compensation and Management DevelopmentCommittee, acting in the capacity of Administrator, nor any delegates of the Administrator, shallbe liable for any act, omission or determination taken or made in good faith with respect to thePlan or any Award granted under it, and the members of the Board and the Compensation and StockOption Committee (or its delegate) shall be entitled to indemnification and reimbursement by CentexCorporation in respect of any claim, loss, damage or expense (including counsel fees) arisingtherefrom to the full extent permitted by law and under any directors and officers liability orsimilar insurance coverage that may be in effect from time to time.**22. Release**     Any issuance or transfer of Shares to a Participant or to his legal representative, heir,legatee or distributee in accordance with the provisions hereof shall, to the extent thereof, be infull satisfaction of all claims of such persons hereunder. The Board or Administrator may requireany Participant or legal representative, heir, legatee or distributee, as a condition precedent tosuch payment, to execute a release and receipt therefor in such form as it shall determine.
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