Incentive Plan for the Three Consecutive Fiscal Year Periods Ending May 31, 2008




 Exhibit 10.12 
  
 TXI 
 THREE YEAR INCENTIVE PLAN 
 FOR THE THREE CONSECUTIVE FISCAL YEAR PERIODS 
 ENDING MAY 31, 2008 
  

	1.	PURPOSE: 

  
 This Plan and subsequent Plans are created for these reasons: 
  

	 	A.	To create an interest (focus) for Plan participants that mirrors the interest of the Company’s shareholders. 

  

	 	B.	Focus Plan participants on medium-term growth and profitability. 

  

	 	C.	Provide an opportunity for participants to accumulate estate building capital. 

  

	 	D.	Provide an incentive necessary to retain and recruit top-quality executives. 

  

	2.	PERFORMANCE PERIOD: 

  
 A rolling three years beginning June 1, 2005. 
  

	3.	PARTICIPANTS: 

  
 Participants are recommended by management for Board approval and listed in Section 8 of the Plan document. 
  

	4.	ADMINISTRATION: 

  

	 	A.	The Compensation Committee of the Board of Directors approves the Plan. 

  

	 	B.	The President and Chief Executive Officer and Chief Financial Officer, together, have the authority to add or delete acquired or divested operations to incentive plans and make
minor adjustments to reflect the spirit and objectives of the Plan. Such changes will be reported to the Compensation Committee of the Board of Directors. 

  

	5.	MINIMUM AWARD HURDLE: 

  

	 	A.	Achievement of an award is dependent on attainment of a three (3) year consolidated average return-on-equity (ROE) equal to or greater than twelve percent (12%).


  

	 	B.	Average return on equity for each performance period means the average of net income of the Company as a percentage of the average shareholder’s equity of the


  


			
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 Company reported to shareholders in the Company’s consolidated financial statements of fiscal years
included in a performance period, rounded to the nearest one-tenth (1/10) of one percent (1%). A fiscal year’s “average shareholder’s equity” is the average of its four (4) fiscal quarters. A “quarter’s average” is
the sum of the beginning and ending balances divided by two. 
  

	 	C.	The minimum ROE hurdle will be established annually, approximately in the month of June, by the Compensation Committee of the Board of Directors. 

  

	6.	INDIVIDUAL PARTICIPATION: 

  

	 	A.	All participants approved by the Compensation Committee of the Board of Directors who are continuously employed by the Company during the performance period. Those who become
eligible during the performance award period will have their award pro-rated for the amount of time they became eligible with a six (6) month minimum time requirement. 

  

	 	B.	Participants must be employed by the Company at time of payment which is expected to be prior to August 15 following the fiscal year end. Participation in any incentive plan is not
considered a guarantee of employment or compensation. 

  

	7.	AWARDS 

  
 If a payment is made under any three-year incentive plan, it will consist of two parts: the Award Percentage and Discretionary Performance Award. 
  

	 	A.	The award percentage is based on the preceding three year ROE for the Company and is calculated as a percentage of base salary at time of award. 

  

	 	B.	A discretionary award fund will be created equal to the combined awards to be paid to the participants. The President/CEO will recommend to the Compensation Committee of the Board
of Directors distribution of the award fund to plan participants (excluding the President/CEO) based upon their individual and team performance for the preceding three (3) years. 

  

	 	C.	There is a requirement that all of the fund be awarded. 

  

	 	D.	All taxes and other deductions required by law will be withheld. 

  

	 	E.	The Compensation Committee of the Board of Directors may elect to pay awards in cash, stock equivalent or combination of cash and stock; and to delay payment to one (1) or all
recipients with interest equivalent to U.S. Treasury Bills, up to retirement or age sixty (60) whichever is later. 

  

	 	F.	All awards will be approved by the Compensation Committee of the Board of Directors. 

  

	 	G.	Amendments and exceptions to the plan provisions must be approved by the Compensation Committee of the Board of Directors. 

  


			
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	8.	PARTICIPANT LIST 

  
 The following is a list of members recommended to participate in the Executive Three-Year Incentive Plan for the three consecutive fiscal year periods
ending May 31, 2006, 2007 and 2008. 
  

			
	 Corporate Officers:
	  	 
		
	 Mel G. Brekhus
	  	President and Chief Executive Officer
		
	 Barry M. Bone
	  	VP, Real Estate
	 William J. Durbin
	  	VP, Human Resources
	 Richard M. Fowler
	  	Executive VP, Finance
	 Frederick G. Anderson
	  	VP, General Counsel & Secretary
	
	 Operations & Staff Officers

		
	 Kenneth R. Allen
	  	VP and Treasurer
	 J. Lynn Davis
	  	VP, Cement
	 George E. Eure
	  	VP, Expanded Shale and Clay
	 E. Leo Faciane
	  	VP, Environmental Affairs
	 Philip L. Gaynor
	  	VP, Cement Manufacturing
	 D. Randall Jones
	  	VP, Communications & Governmental Affairs
	 J. Michael Link
	  	VP, Controller, Cement, Aggregate, & Concrete
	 Stephen D. Mayfield
	  	VP, Aggregates
	 James R. McCraw
	  	VP, Accounting & Information Services
	 Ronnie A. Pruitt
	  	VP, Aggregate and Cement Marketing and Sales
	 Michael E. Perkins
	  	VP, Concrete
	 J. Barrett Reese
	  	VP, Marketing, Cement, Aggregate, & Concrete
	 James B. Rogers
	  	VP, Consumer Products
	 Thomas L. Vines
	  	VP, Corporate Controller

  


			
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	9.	AWARD SCHEDULE 

  
 Three-Year Incentive Plan 
 For The Three Consecutive Fiscal Year Periods 
 Ending May 31, 2006, 2007 & 2008 
  

			
	 Three-Year Average ROE

	 	 Award as a% of Base Pay *


	 12% to less than 14%
	 	25%
	 14% to less than 16%
	 	35%
	 16% to less than 18%
	 	50%
	 18% and above
	 	70%



	*	Discretionary award fund doubles amount of individual awards. 

  
 The President and Chief Executive Officer award will be double that of the schedule’s base pay percentage plus a discretionary amount, determined by the Board of
Directors, up to the base award. 
  

							
	 	 	 	  	 
	Approved	 	 	  	Date

  


			
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