exv10w3






Employee Restricted Stock

2003 Plan




Exhibit 10.3




2008 Restricted Stock Award




Dear [Full Name]:




          Effective August 1, 2008 you have been awarded [amount] shares of the common stock, par value
$.25 per share, of Centex Corporation (the “Company”). This award (the “Award”) is made pursuant
to, and subject to the terms and conditions of, the Centex Corporation 2003 Equity Incentive Plan
(as such plan may be amended from time to time, the “Plan”). The Shares awarded hereby constitute
Shares of Restricted Stock under the Plan. A copy of the Plan is available to you upon request to
the Law Department.




          This Award will vest at the rate of 331/3% per year on each of August 1, 2010, August 1, 2011,
and August 1, 2012.1




          The restrictions set forth in the Plan and this Award will terminate coterminously with the
vesting described above, unless earlier terminated as described in the Plan or this Award. The
date on which the restrictions terminate as to vested shares is called the “Lapse Date”. Vested
Shares of Restricted Stock will become freely transferable on the day following the related Lapse
Date.




          You will forfeit all unvested Shares of Restricted Stock to the Company for no consideration
if, prior to the Lapse Date, you cease for any reason to be an employee of at least one of the
employers in the group of employers consisting of the Company and its Affiliates. However, the
restrictions set forth in the Plan and this Award will terminate immediately and all of the shares
covered by this Award will immediately vest in the event of your death or Disability. In the event
of your death, the person or persons to whom the Shares of Restricted Stock have been validly
transferred pursuant to will or the laws of descent and distribution will have all rights to the
Shares of Restricted Stock.




          The Company may cancel and revoke this Award and/or replace it with a revised award at any
time if the Company determines, in its good faith judgment, that this Award was granted in error or
that this Award contains an error. In the event of such determination by the Company, and written
notice thereof to you at your business or home address, all of your rights and all of the Company’s
obligations as to any unvested portion of this Award shall immediately terminate. If the Company
replaces this Award with a revised award, then you will have all of the benefits conferred under
the revised award, effective as of such time as the revised award goes into effect.




          This Award is subject to the Plan, and the Plan will govern where there is any inconsistency
between the Plan and this Award. The provisions of the Plan are also provisions of this Award, and
all terms, provisions and definitions set forth in the Plan are incorporated in this Award and made
a part of this Award for all purposes. Capitalized terms used but not defined in this Award will
have the meanings assigned to such terms in the Plan. This Award is subject to the Company’s
Policy on Recoupment in Restatement Situations, and you agree that you will comply with the terms
of that Policy.




          This Award has been signed by the Company and delivered to you, and (when signed by you) has
been accepted by you effective as of August 1, 2008.




	 	 	 	 	 
	ACCEPTED

	 	CENTEX CORPORATION
	 	 
	 
	 	 	 	 
	 

	 	/s/ Timothy R. Eller	 	 
	 

	 	 	 	 
	[Full Name]

	 	Timothy R. Eller	 	 
	 

	 	Chairman & Chief Executive Officer	 	 








 




			
	1	 	The vesting period for Mr. Eller is: This Award will
vest in full on August 1, 2013.