##### 



Exhibit 10.2
  th
 Re:
    
    Request for Waiver  Revolving Credit Facility
  Borrower Lenders Administrative Agent" Credit Agreement
 Financial
Covenants Section 9.12(a) (Leverage Ratio) Section 9.12(b) (Minimum Tangible Net Worth) Accounting for Income Taxes FAS 109 Financial Covenant Non-Compliance
     Centex Waiver Letter:
Revolving Credit Facility




---



##### 



Loan Document This letter shall be governed by and construed in accordance with
the laws of the State of Texas.
  [Signature Pages Follow.]
 Centex Waiver Letter:
Revolving Credit Facility




---



##### 



SIGNATURE PAGE TO WAIVER LETTER (FAS 109)
AMONG CENTEX CORPORATION, AS BORROWER,
EACH LENDER THAT IS A PARTY THERETO,
AND BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND AS AN L/C LENDER
(CREDIT AGREEMENT DATED AS OF JULY 1, 2005)
  Sincerely,BANK OF AMERICA, N.A.,as Administrative AgentBy:

    /s/ Mark W. LariviereName:
    Mark W. LariviereTitle:
    Senior Vice PresidentBANK OF AMERICA, N.A.,
as an L/C Issuer and as a LenderBy:

    /s/ Mark W. LariviereName:
    Mark W. LariviereTitle:
    Senior Vice PresidentJPMORGAN CHASE BANK, N.A.as Co-Syndication Agent, as an L/C Issuer,and as
a LenderBy:

    /s/ Brian McDougalName:
    Brian
McDougalTitle:
    Vice PresidentTHE ROYAL BANK OF SCOTLAND PLC,as Co-Syndication Agentand as a LenderBy:

    /s/ William McGintyName:
    William McGintyTitle:
    Senior Vice President




---



##### 



SIGNATURE PAGE TO WAIVER LETTER (FAS 109)
AMONG CENTEX CORPORATION, AS BORROWER,
EACH LENDER THAT IS A PARTY THERETO,
AND BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND AS AN L/C LENDER
(CREDIT AGREEMENT DATED AS OF JULY 1, 2005)
 CITICORP NORTH AMERICA, INC.,as Co-Documentation Agentand as a LenderBy:
    /s/ Marni McManusName:

Marni
McManusTitle:

Vice
PresidentBNP PARIBAS,as a Senior Managing Agent, as an L/C Issuer,and as, a LenderBy:
    /s/ Walter KaplanName:

Walter
KaplanTitle:

Managing
DirectorBy:
    /s/ Melissa BalleyName:

Melissa
BalleyTitle:

Vice
PresidentCALYON NEW YORK BRANCH,as a Senior Managing Agentand as a LenderBy:
    /s/ Robert SmithName:

Robert
SmithTitle:

Managing
DirectorBy:
    /s/ Brian MyersName:

Brian
MyersTitle:

Managing
Director




---



##### 



SIGNATURE PAGE TO WAIVER LETTER (FAS 109)
AMONG CENTEX CORPORATION, AS BORROWER,
EACH LENDER THAT IS A PARTY THERETO,
AND BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND AS AN L/C LENDER
(CREDIT AGREEMENT DATED AS OF JULY 1, 2005)
 THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,as a Senior Managing Agentand as a LenderBy:
    /s/ D. BarnellName:
    D.
BarnellTitle:
    VP
& ManagerLLOYDS TSB BANK PLC,as a Managing Agentand as a LenderBy:
    /s/ Nicholas J. BruceName:

Nicholas
J. BruceTitle:
    Vice President & Manager
Risk Management & Business Support
B081By:
    /s/ Jonathan SmithName:

Jonathan
SmithTitle:
    Assistant Vice PresidentRisk Management & Business Support
S025WACHOVIA BANK, NATIONAL ASSOCIATION,as Managing Agent and a LenderBy:

/s/ Kevin M. Cole, IName:

Kevin
M. Cole, ITitle:

Assistant
Vice PresidentCOMERICA BANK,as an L/C Issuerand as a LenderBy:
    /s/ Casey L. StevensonName:

Casey
L. StevensonTitle:

Vice
President




---



##### 



SIGNATURE PAGE TO WAIVER LETTER (FAS 109)
AMONG CENTEX CORPORATION, AS BORROWER,
EACH LENDER THAT IS A PARTY THERETO,
AND BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND AS AN L/C LENDER
(CREDIT AGREEMENT DATED AS OF JULY 1, 2005)
 BARCLAYS BANK PLC,as Senior Managing Agent and a LenderBy:

/s/
Nicholas A. BellName:

Nicholas
A. BellTitle:

Director PNC BANK, NATIONAL ASSOCIATION,as a LenderBy:

/s/ Douglas G. PaulName:

Douglas
G. PaulTitle:

Senior
Vice President UBS LOAN FINANCE LLC,as a LenderBy:

/s/ Irja R. OtsaName:

Irja
R. OtsaTitle:

Associate
DirectorBy:

/s/ Mary E. EvansName:
    Mary E. EvansTitle:
    Associate Director CITY NATIONAL BANK,a national banking 
association, as a LenderBy:
    /s/ Xavier BarreraName:

Xavier
BarreraTitle:

Vice
President




---



##### 



SIGNATURE PAGE TO WAIVER LETTER (FAS 109)
AMONG CENTEX CORPORATION, AS BORROWER,
EACH LENDER THAT IS A PARTY THERETO,
AND BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND AS AN L/C LENDER
(CREDIT AGREEMENT DATED AS OF JULY 1, 2005)
 THE NORTHERN TRUST COMPANY,as a LenderBy:

/s/ Morgan A. LyonsName:

Morgan
A. LyonsTitle:

Vice
President US BANK NATIONAL ASSOCIATION,as a LenderBy:

/s/
Timothy N. ScheerName:

Timothy
N. ScheerTitle:

Vice
President COMPASS BANK,as a LenderBy:
    /s/ Key CokerName:

Key
CokerTitle:

Executive
Vice President MERRILL LYNCH BANK USA,as a LenderBy:
    /s/ David MillettName:

David
MillettTitle:

Vice
President




---



##### 



SIGNATURE PAGE TO WAIVER LETTER (FAS 109)
AMONG CENTEX CORPORATION, AS BORROWER,
EACH LENDER THAT IS A PARTY THERETO,
AND BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND AS AN L/C LENDER
(CREDIT AGREEMENT DATED AS OF JULY 1, 2005)
 NATIXIS (fka NATIXIS BANQUES POPULAIRES),as a LenderBy:

/s/
Marie-Edith DugényName:

Marie-Edith
DugényTitle:

Managing
DirectorBy:
    /s/ Timothée DelpontName:

Timothée
DelpontTitle:

AssociateFIRST HAWAIIN BANK,as a LenderBy:
    /s/ George LeongName:

George
LeongTitle:

Vice
PresidentFIFTH THIRD BANK,as a LenderBy:
    /s/ Christopher C. MotleyName:

Christopher
C. MotleyTitle:

Vice
PresidentSOCIETE GENERALE,as a LenderBy:
    /s/ Milissa A. GoedenName:

Milissa
A. GoedenTitle:

Director




---



##### 



SIGNATURE PAGE TO WAIVER LETTER (FAS 109)
AMONG CENTEX CORPORATION, AS BORROWER,
EACH LENDER THAT IS A PARTY THERETO,
AND BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND AS AN L/C LENDER
(CREDIT AGREEMENT DATED AS OF JULY 1, 2005)
 KEYBANK NATIONAL ASSOCIATION,as a LenderBy:

/s/ Jeff V. AycockName:

Jeff
V. Aycock, CFATitle:

Senior
BankerLASALLE BANK NATIONAL ASSOCIATION,as a LenderBy:

/s/ Mark W. LariviereName:

Mark
W. LariviereTitle:

Senior Vice
PresidentACCEPTED
AND AGREED TO THIS 28th DAY OF JANUARY, 2008:CENTEX CORPORATION,as BorrowerBy:
    /s/ Gail M. PeckName:

Gail
M. PeckTitle:

Vice
President & Treasurer