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                                                                    EXHIBIT 10.2

                                                                          021303


                           SIXTH AMENDED AND RESTATED
                             1998 CENTEX CORPORATION
                    EMPLOYEE NON-QUALIFIED STOCK OPTION PLAN

1.       PURPOSE OF THE PLAN.

         This 1998 Centex Corporation Employee Non-Qualified Stock Option Plan
(the "PLAN") is intended as an employment incentive to retain in the employ of
Centex Corporation (the "COMPANY"), and any Affiliate (including any entity that
becomes an Affiliate), persons of training, experience and ability, to attract
new employees whose services are considered valuable, to encourage the sense of
proprietorship of such persons, and to stimulate the active interest of such
persons in the development and financial success of the Company. For purposes of
the Plan, "AFFILIATE" shall mean any direct or indirect subsidiary or parent of
the Company and any partnership, joint venture, limited liability company or
other business venture or entity in which the Company owns at least 50% of the
ownership interest in such entity, as determined by the Committee in its sole
and absolute discretion (such determination by the Committee to be conclusively
established by the grant of options by the Committee to an officer or employee
of such an entity). It is further intended each option granted pursuant to the
Plan (herein, an "OPTION") shall constitute non-qualified stock options within
the meaning of Section 83 of the Code.

2.       ADMINISTRATION OF THE PLAN.

         The Board of Directors shall appoint and maintain a Compensation and
Stock Option Committee (hereinafter called the "COMMITTEE") of the Board of
Directors to administer the Plan. Subject to the terms and conditions of the
Plan, the Committee shall have full power and authority to designate persons to
whom Options will be granted, to determine the terms and provisions of
respective option agreements (which need not be identical), and to interpret the
provisions and supervise the administration of the Plan. The Committee shall
have the authority, exercisable in its sole discretion, to grant Options
containing such terms and conditions, consistent with the provisions of the
Plan, as the Committee shall determine.

3.       DESIGNATION OF PARTICIPANTS.

         The persons eligible for participation in the Plan as recipients of
Options shall include all employees of the Company or of any Affiliate,
including employees of any entity that becomes an Affiliate after the date that
the Plan is adopted, other than any of the following persons (herein, an
"INELIGIBLE PERSON"):

         (a) any person who is an executive officer, as defined by Rule 3b-7
promulgated under the Securities Exchange Act of 1934, as amended, or director
of the Company;

         (b) any "officer" of the Company as defined by Rule 16a-1(f)
promulgated under the Securities Exchange Act of 1934, as amended; or



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         (c) any "covered employee" of the Company as defined by Section
162(m)(3) of the Internal Revenue Code.

         Each Option granted hereunder shall be evidenced by an agreement
between the Company and the Optionee, which shall contain such terms and
conditions as the Committee shall determine in its sole and absolute discretion.
Any person who has been granted an Option hereunder (herein, an "OPTIONEE") may
be granted an additional Option or Options, if the Committee shall so determine.
Participation in the Plan shall not preclude an Optionee from participating in
any other stock option, benefit, bonus, or other compensation plan which the
Company or any Affiliate has adopted, or may, from time to time, adopt for the
benefit of its employees.

4.       STOCK RESERVED FOR THE PLAN.

         Subject to any adjustment provided in Paragraph 9 hereof, a total of
5,500,000 shares of common stock, $0.25 par value, of the Company (the "STOCK")
shall be subject to the Plan. The shares of Stock subject to the Plan shall
consist of unissued shares or previously issued shares reacquired and held by
the Company, or any Affiliate, and such amount of shares shall be and hereby is
reserved for delivery under the Plan. Any of such shares which may remain unsold
and which are not subject to outstanding Options at the termination of the Plan
shall cease to be reserved for the purpose of the Plan, but until termination of
the Plan the Company shall at all times reserve a sufficient number of shares of
Stock to meet the requirements of the Plan. Should any Option expire or be
canceled prior to its exercise or relinquishment in full, the shares theretofore
subject to such Option may again be subjected to an Option under the Plan. If
the purchase price or tax withholding is permitted to be satisfied by the tender
or withholding of shares of Stock to the Company (by either actual delivery or
attestation), the number of shares of Stock tendered or withheld shall be
eligible for reissuance under the Plan.

5.       PURCHASE PRICE.

         (a) The purchase price of each share placed under option pursuant to
the Plan (a "Share") shall be determined by the Committee, but in no event shall
be less than 100% of the Fair Market Value of such Share on the date the Option
is granted. If an Option is granted as part of an Optionee's compensation
package at the commencement of an Optionee's employment by the Company or an
Affiliate, the Option shall be deemed to have been granted on the date of
commencement of such Optionee's employment by the Company or any Affiliate (the
"Commencement Date") and the purchase price of a Share shall be equal to the
Fair Market Value of such Share on the Commencement Date, so long as such Option
is not granted more than ninety (90) days following the Commencement Date.

         (b) "FAIR MARKET VALUE" of a share of Stock means, as of a particular
date, the closing price per share of Stock reported on the consolidated
transaction reporting system for the New York Stock Exchange, or, if there shall
have been no such sale so reported on that date, on the last preceding date on
which such a sale was so reported.


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6.       OPTION PERIOD.

         The Options granted under the Plan shall be for any term set by the
Committee, but not more than ten (10) years from the date of granting of each
Option. All rights to exercise an Option shall terminate within three (3) months
after the date the Optionee ceases to be an employee of the Company or any
Affiliate, except that

         (a) the Committee, in its discretion, may provide in new option grants
or amend outstanding Options to provide an extended period of time during which
an Optionee can exercise an Option up to the maximum permissible period which
such Optionee's Option would have been exercisable in the absence of the
Optionee ceasing to be an employee of the Company or an Affiliate;

         (b) if an Optionee ceases to be employed by the Company or an Affiliate
by reason of such Optionee's death, all rights to exercise such Option shall
terminate fifteen (15) months after such death; and

         (c) if the Optionee is terminated for cause, as determined by the
Committee in its sole and absolute discretion, any Option granted to such
Optionee hereunder shall terminate on the date of such termination.

7.       EXERCISE OF OPTIONS.

         (a) Any Option granted hereunder shall be exercisable from time to time
under the terms specified in the Plan, by the Committee, or in the agreement
relating to the grant of such Option.

         (b) Each exercise of an Option or a portion of an Option shall be
evidenced by a notice in writing by or on behalf of the Optionee to the Company,
stating the number of shares with respect to which the Option is being
exercised.

         (c) Options may be exercised solely by the Optionee or a Permitted
Transferee (hereafter defined).

         (d) The purchase price of the Shares for which an Option is exercised
must be paid prior to issuance of the Shares. Such purchase price shall be
payable (i) in cash, certified or cashiers' check, or wire transfer, (ii) at the
option of the holder of such Option, in Stock theretofore owned by such holder
for at least six (6) months by either actual delivery of shares or by
attestation, (iii) by a combination of cash and such Stock; or (iv) by delivery
of a properly executed exercise notice together with irrevocable instructions to
a broker satisfactory to the Company to promptly deliver to the Company the
amount of sale or loan proceeds required to pay the exercise price and
applicable withholding taxes. For purposes of determining the amount, if any, of
the purchase price satisfied by payment in Stock, such Stock shall be valued at
its Fair Market Value on the date of exercise. Any Stock delivered in
satisfaction of all or a portion of the purchase price shall be appropriately
endorsed for transfer and assignment to the Company. No holder of an Option
shall be, or have any of the rights or privileges of, a shareholder of the
Company in respect of any Shares unless and until certificates representing such
Shares shall have been delivered by the Company to such holder or such holder's
interest in such shares shall have been evidenced by an entry on the Company's
books and records.


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         (e) If any law or regulation requires the Company to take any action
with respect to the Shares specified in such notice, the time for delivery
thereof, which would otherwise be as promptly as possible, shall be postponed
for the period of time necessary to take such action.

8.       ASSIGNABILITY.

         Unless otherwise permitted by the Committee, no Option or interest
therein shall be transferable by the Optionee otherwise than by will or by the
applicable laws of descent and distribution. Any person to whom an Option is
transferred in accordance with this Section 8 is referred to herein as a
"PERMITTED TRANSFEREE".

9.       CAPITAL CHANGE OF THE COMPANY.

         (a) If at any time while the Plan is in effect there shall be an
increase or decrease in the number of issued and outstanding shares of Stock of
the Company effected without receipt of consideration therefor by the Company,
through the declaration of a stock dividend or stock split, or through any
recapitalization, merger or other transaction in which the Company is the
surviving corporation, then and in each such event:

                  (i) An appropriate adjustment shall be made in the maximum
         number of Shares then subject to being optioned under the Plan, to the
         end that the same proportion of the Company's issued and outstanding
         Stock shall continue to be subject to being so optioned and awarded;
         and

                  (ii) An appropriate adjustment shall be made in the number of
         Shares and the purchase price per Share thereof then subject to
         purchase pursuant to each Option previously granted, to the end that
         the same proportion of the Company's issued and outstanding Stock in
         each such instance shall remain subject to purchase at the same
         aggregate purchase price.

         (b) Except as is otherwise expressly provided herein, the issue by the
Company of shares of its capital stock of any class, or securities convertible
into shares of capital stock of any class, either in connection with a direct
sale or upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Company convertible into such shares
or other securities, shall not affect, and no adjustment by reason thereof shall
be made with respect to, the number of or purchase price of Shares. Furthermore,
the presence of outstanding Options granted under the Plan shall not affect in
any manner the right or power of the Company to make, authorize or consummate
(i) any or all adjustments, recapitalizations, reorganizations or other changes
in the Company's capital structure or its business; (ii) any merger or
consolidation of the Company; (iii) any issue by the Company of debt securities
or preferred or preference stock (whether or not such issue is prior to, on a
party with or junior to the Stock); (iv) the dissolution or liquidation of the
Company; (v) any sale, transfer or assignment of all or any part of the assets
or business of the Company; or (vi) any other corporate act or proceeding,
whether of a similar character or otherwise.

         (c) Notwithstanding anything to the contrary above, a dissolution or
liquidation of the Company, a merger (other than a merger effecting a
reincorporation of the Company in another state) or consolidation in which the
Company is not the surviving corporation (or survives only as a


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subsidiary of another corporation in a transaction in which the stockholders of
the parent of the Company and their proportionate interests therein immediately
after the transaction are not substantially identical to the stockholders of the
Company and their proportionate interests therein immediately prior to the
transaction), a transaction in which another corporation becomes the owner of
50% or more of the total combined voting power of all classes of stock of the
Company, or a change in control (as specified below), shall cause every Option
then outstanding to become exercisable in full immediately prior to such
dissolution, liquidation, merger, consolidation, transaction, or change in
control, to the extent not theretofore exercised, without regard to the
determination as to the periods and installments of exercisability contained in
the Agreements if (and only if) such Options have not at that time expired or
been terminated. For purposes of this paragraph, a change in control shall be
deemed to have taken place if: a third person, including a "group" as defined in
Section 13(d)(3) of the Act, becomes the beneficial owner of shares of the
Company having fifty percent (50%) or more of the total number of votes that may
be cast for the election of directors of the Company; or as a result of, or in
connection with, a contested election for directors, the persons who were
directors of the Company immediately before such election shall cease to
constitute a majority of the Board. Notwithstanding the foregoing provisions of
this paragraph:

                  (i) an event, transaction, or corporate action shall not have
         the effect of accelerating the exercisability of Options if: (A)
         persons who were the directors of the Company and persons who were the
         executive officers of the Company as of six months prior to such event
         immediately after such event constitute a majority of the directors and
         constitute a majority of executive officers, respectively, for, and own
         in the aggregate at least ten percent of the voting securities or
         equity interests of, the Company or the surviving or resulting
         corporation or the parent of such surviving or resulting corporation;
         and (B) if the Company is not the surviving or resulting corporation,
         such surviving or resulting corporation or parent of such surviving or
         resulting corporation substitutes substantially identical options for
         any outstanding Options; and

                  (ii) in the event of any dissolution, merger, consolidation,
         transaction, or change in control, the Board may completely satisfy and
         extinguish all obligations of the Company and its Affiliates with
         respect to any Option outstanding on the date of such event by
         delivering to the Optionee cash in an amount equal to the difference
         between the aggregate purchase price for Shares under the Option and
         the Fair Market Value of such Shares on the date of such event, such
         payment to be made within a reasonable time after such event.

10.      TAX WITHHOLDING.

         The Company shall have the right to deduct applicable taxes from any
Option and withhold, at the time of delivery of Shares under the Plan, an
appropriate number of Shares for payment of taxes required by law or to take
such other action as may be necessary in the opinion of the Company to satisfy
all obligations for withholding of such taxes. The Committee may also permit
withholding to be satisfied by the transfer to the Company of Stock theretofore
owned by the holder of the Option with respect to which withholding is required.
If Shares or Stock are used to satisfy tax withholding, such Shares or Stock
shall be valued based on the Fair Market Value when the tax withholding is
required to be made.


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11.      EFFECTIVE DATE OF PLAN.

         The effective date of the Plan shall be February 19, 1998. No Option
shall be granted pursuant to the Plan after February 19, 2005.

12.      AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION.

         The Board may amend, modify, suspend or terminate the Plan at any time
for the purpose of meeting or addressing any changes in legal requirements or
for any other purpose permitted by law, except that no amendment, modification,
suspension or termination shall be made (i) that would impair the rights of any
Optionee under any Option previously granted to such Optionee without such
Optionee's written consent, (ii) prior to approval by the Company's shareholders
if such approval is then required thereby, or (iii) that would reduce the
purchase price of any outstanding Option, other than as provided by Section
9(a)(ii).

13.      REQUIREMENTS OF LAW.

         (a) The Plan, and the granting and exercise of Options hereunder, and
the obligation of the Company to sell and deliver shares under such Options,
shall be subject to all applicable laws, rules and regulations, and to such
approvals by any governmental agencies or national securities exchanges as may
be required.

         (b) Nothing herein or in any Agreement executed or Option granted
hereunder shall require the Company to deliver any Shares upon exercise of an
Option if such delivery would, in the opinion of counsel for the Company,
constitute a violation of the Securities Act of 1933, as amended, or any similar
or superseding statute or statutes, or any other applicable statute or
regulation, as then in effect. Upon the exercise of an Option or portion or part
thereof, the Optionee may be required to give to the Company satisfactory
evidence that he is acquiring such Shares for the purpose of investment only and
not with a view to their distribution; provided, however, if or to the extent
that the Shares subject to the Option shall be included in a registration
statement filed by the Company, or one of its Affiliates, such investment
representation shall be abrogated.

14.      MISCELLANEOUS.

         (a) Nothing contained in the Plan shall confer upon any Optionee the
right to continue in the employ of the Company or any Affiliate, or interfere in
any way with the rights of the Company or any Affiliate to terminate his
employment at any time.

         (b) Any payment of cash or any delivery of Shares to the Optionee, or
to an Optionee's Permitted Transferee, in accordance with the provisions hereof,
shall, to the extent thereof, be in full satisfaction of all claims of such
person with respect to the Option being exercised (or portion thereof). The
Committee may require any Optionee, or Permitted Transferee, as a condition
precedent to such payment or delivery, to execute a release and receipt therefor
in such form as it shall determine.

         (c) Neither the Committee nor the Company guarantees the Shares from
loss or depreciation.


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         (d) Records of the Company and its Affiliates regarding an individual's
period of employment, termination of employment and the reason therefor, leaves
of absence, re-employment and other matters shall be conclusive for all purposes
hereunder, unless determined by the Committee to be incorrect in its sole and
absolute discretion.

         (e) The Company assumes no obligation or responsibility to an Optionee
or any Permitted Transferee for any act of, or failure to act on the part of,
the Committee.

         (f) If any provision of the Plan is held to be illegal or invalid for
any reason, the illegality or invalidity shall not affect the remaining
provisions of the Plan, but such provision shall be fully severable and the Plan
shall be construed and enforced as if the illegal or invalid provision had never
been included herein.

         (g) The titles and headings of Sections are included for convenience of
reference only and are not to be considered in construction of the provisions
hereof.

         (h) All questions arising with respect to the provisions of the Plan
shall be determined by application of the laws of the State of Nevada except to
the extent Nevada law is preempted by federal law. The obligation of the Company
to sell and deliver Shares hereunder is subject to applicable laws and to the
approval of any governmental authority required in connection with the
authorization, issuance, sale, or delivery of such Shares.

         Words used in the masculine shall apply to the feminine where
applicable, and wherever the context of the Plan dictates, the plural shall be
read as the singular and the singular as the plural.


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