Amended SAR Agreement for Mel G. Brekhus, dated April 24, 2006



 Exhibit 10.23 
 AMENDMENT NO. 1 
 TO 
 SAR AGREEMENT FOR EMPLOYEE DIRECTORS 
 UNDER 
 TEXAS INDUSTRIES, INC. 2003 SHARE APPRECIATION RIGHTS AGREEMENT 
 This Amendment dated April 24, 2006 amends the SAR Agreement For Employee Directors Under Texas Industries, Inc. 2003 Share Appreciation Rights Plan to which the Grantee set forth below is a party. Such SAR
Agreement is referred to as the “SAR Agreement”. 
 ARTICLE I 
 Definitions 
 Each capitalized term that is used but not defined in this
Amendment shall have the meaning prescribed in the Plan or the SAR Agreement. 
 ARTICLE II 
 Amendment 
 A new Article VII is added
to the SAR Agreement as follows: 
  

	(a)	If a Change of Control (as defined below) occurs, this SAR shall become immediately fully exercisable, notwithstanding the specific terms of this Agreement.


  

	(b)	“Change of Control” shall mean the occurrence of any of the following after the Effective Date: 

  

	 	(i)	Any person becomes the beneficial owner of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities that
have the right to vote for the election of directors generally. “Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended, and used in Sections 13(d)(3) and 14(d)(2)
thereof, including a “group” as defined in Section 13(d) thereof, other than (1) any employee plan established by the Company, (2) the Company or any of its subsidiaries, (3) an underwriter temporarily holding
securities pursuant to an offering of such securities, or (4) an entity owned, directly or indirectly, by security holders (including, without limitation, warrant or option holders) of the Company in substantially the same proportions as their
ownership of the Company. “Beneficial owner” shall have the meaning ascribed to such term in Rule 13d-3 under such act. 









	 	(ii)	Continuing Directors cease for any reason to constitute a majority of the directors of the Company then serving. “Continuing Directors” means directors of the Company who
were: 

  

	 	(x)	directors on the Effective Date of this Option, or 

  

	 	(y)	elected or nominated for election with the approval of a majority of the directors who, at the time of such election or nomination, were Continuing Directors.


  

	 	(iii)	A merger, consolidation or other business combination (including an exchange of securities with the security holders of an entity that is a constituent in such transaction) of the
Company with any other entity, unless the voting securities of the Company outstanding immediately prior to such merger, consolidation or business combination continue to represent at least a majority of the combined voting power of the securities
having the right to vote for the election of directors generally of the Company or the surviving entity or any parent thereof outstanding immediately after such merger, consolidation or business combination (either by remaining outstanding or by
being converted into or exchanged for voting securities of the surviving entity or parent thereof). 

  

	 	(iv)	The Company (taken as a whole with its subsidiaries) sells, leases or otherwise disposes of all or substantially all of its assets (in one transaction or a series of related
transactions, including by means of a sale, lease or disposition of the assets or equity interests in one or more of its direct or indirect subsidiaries), other than such a sale, lease or other disposition to an entity of which at least a majority
of the combined voting power of the outstanding securities are owned directly or indirectly by stockholders of the Company. 

  

	 	(v)	The occurrence of any other event or circumstance that results in the Company filing or being required to file a report or proxy statement with the Securities and Exchange
Commission disclosing that a change of control of the Company has occurred. 

 ARTICLE III 
 Other Terms 
 All of the terms of the
SAR Agreement, as expressly amended by this Amendment, remain in full force and effect. 
  

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 IN WITNESS WHEREOF, TEXAS INDUSTRIES, INC. has caused this Amendment to be executed as of the date set
forth above, and Grantee has accepted the terms and provisions thereof. 
  

			
	TEXAS INDUSTRIES, INC.
		
	By:	 	 /s/ Gordon E. Forward

		 	Gordon E. Forward
		 	Chairman, Compensation
		 	Committee of the Board of Directors


  

			
	ACCEPTED:
		
	By:	 	 /s/ Mel G. Brekhus

		 	Mel G. Brekhus, Grantee

  

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