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Exhibit 10.9
 CENTEX CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN
Effective as of April 1, 2003, and
 Amended and Restatement Effective as of April 1, 2006




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CENTEX CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN
 Effective as of April 1, 2003
 Table of Contents
 PageARTICLE I. NATURE OF PLAN
    
    
    1ARTICLE II. DEFINITIONS AND CONSTRUCTION
    
    
    22.1
    
    
    Definitions
    
    
    22.2
    
    
    Word Usage
    
    
    5ARTICLE III. ELIGIBILITY TO PARTICIPATE
    
    
    63.1
    
    
    Date of Participation
    
    
    63.2
    
    
    Change in Employment Status
    
    
    6ARTICLE IV. DEFERRED CASH COMPENSATION AWARDS
    
    
    74.1
    
    
    Award from Company
    
    
    74.2
    
    
    Agreement
    
    
    74.3
    
    
    Crediting of Amounts
    
    
    74.4
    
    
    Interest
    
    
    74.5
    
    
    Vesting
    
    
    74.6
    
    
    Distribution
    
    
    74.7
    
    
    Forfeiture
    
    
    74.8
    
    
    Death, Disability or Vested Retirement
    
    
    74.9
    
    
    Change in Control
    
    
    84.10
    
    
    Employee Directors
    
    
    8ARTICLE V. PARTICIPANT ACCOUNTS
    
    
    95.1
    
    
    Participant Accounts
    
    
    95.2
    
    
    Accounting for Distributions
    
    
    9ARTICLE VI. DISTRIBUTION OF BENEFITS
    
    
    106.1
    
    
    Election for Form of Distribution of Benefits
    
    
    106.2
    
    
    Time of Distribution
    
    
    116.3
    
    
    Distributions In the Event of the Participants Death
    
    
    126.4
    
    
    Withdrawals
in the Event of an Unforeseeable Financial Emergency
    
    
    136.5
    
    
    Notice to Trustee
    
    
    136.6
    
    
    Elections Under Q&A-21 of notice 2005-1
    
    
    13ARTICLE VII. AMENDMENTS AND TERMINATION
    
    
    15




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Page7.1
    
    
    Amendment by Company
    
    
    157.2
    
    
    Plan Termination
    
    
    15ARTICLE VIII. TRUST
    
    
    168.1
    
    
    Establishment of Trust
    
    
    168.2
    
    
    Funding
    
    
    16ARTICLE IX. PLAN ADMINISTRATION
    
    
    179.1
    
    
    Powers and Responsibilities of the Committee
    
    
    179.2
    
    
    Claims and Review Procedures
    
    
    17ARTICLE X. MISCELLANEOUS
    
    
    1910.1
    
    
    Communication to Participants
    
    
    1910.2
    
    
    Limitation of Rights
    
    
    1910.3
    
    
    Spendthrift Provision
    
    
    1910.4
    
    
    Spousal Claims
    
    
    1910.5
    
    
    Withholding
    
    
    1910.6
    
    
    Facility of Payment
    
    
    1910.7
    
    
    Overpayment and Underpayment of Benefits
    
    
    1910.8
    
    
    Governing Law
    
    
    20




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CENTEX CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN
 Effective as of April 1, 2003
 ARTICLE I.
 NATURE OF PLAN
    1




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ARTICLE II.
 DEFINITIONS AND CONSTRUCTION
 Definitions
 Account
 Beneficiary
 Board
 Change in Control
   Code
 Committee
 Company
 Deferral Election Form
 2




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Deferred Cash Compensation
 Deferred Cash Compensation Award
 Deferred Compensation Agreement
   Director
 Disability
 Eligible Employee
 Employee
 Employee Director
 Employer
 ERISA
 Form of Distribution
 Full Time Employee
 3




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Maximum Deferral Date
 Participant
 Plan
 Plan Year
 Related Employer
 Retirement
 Senior Management Team
 Trust
 Trustee
 Unforeseeable Financial Emergency
 4




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Vested Retirement
 Weighted Average Cost of Funds
 Years of Service
 Word Usage
 5




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ARTICLE III.
 ELIGIBILITY TO PARTICIPATE
 Date of Participation
 Change in Employment Status provided, however
 6




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ARTICLE IV.
 DEFERRED CASH COMPENSATION AWARDS
 Award from Company .
 Agreement .
 Crediting of Amounts .
 Interest .
 Vesting .
 Distribution .
 Forfeiture .
 Death, Disability or Vested Retirement .
 7




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Change in Control .
 Employee Directors .
 8




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ARTICLE V.
 PARTICIPANT ACCOUNTS
 Participant Accounts
 Accounting for Distributions
 9




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ARTICLE VI.
 DISTRIBUTION OF BENEFITS
 Election for Form of Distribution of Benefits .
           10




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Time of Distribution .
     provided, however
 provided, however
 provided, however
  provided, however
 11




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provided, however
  Distributions In the Event of the Participants Death .
    12




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Withdrawals in the Event of an Unforeseeable Financial Emergency .
 Notice to Trustee .
 Elections Under Q&A-21 of notice 2005-1 .
       13




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th
     14




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ARTICLE VII.
 AMENDMENTS AND TERMINATION
 Amendment by Company
 Plan Termination provided, however
 15




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ARTICLE VIII.
 TRUST
 Establishment of Trust
 Funding
 16




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ARTICLE IX.
 PLAN ADMINISTRATION
 Powers and Responsibilities of the Committee
           Claims and Review Procedures
  17




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18




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ARTICLE X.
 MISCELLANEOUS
 Communication to Participants
 Limitation of Rights
 Spendthrift Provision
 Spousal Claims
 Withholding
 Facility of Payment
 Overpayment and Underpayment of Benefits
 19




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Governing Law
 20




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CENTEX CORPORATIONBy:Its:
 21