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                                                                    EXHIBIT 10.3

                                                                          021303

                              AMENDED AND RESTATED
                               CENTEX CORPORATION
                                 2001 STOCK PLAN

1.       PURPOSE

         The purpose of the Plan is to assist the Company in attracting and
         retaining as officers and key employees of the Company and its
         Affiliates, and as Directors of the Company, individuals of training,
         experience and ability, and to furnish additional incentive to such
         individuals by encouraging them to become owners of Shares, by granting
         to such individuals Options or Restricted Stock.

2.       DEFINITIONS

         Unless the context otherwise requires, the following words as used
         herein shall have the following meanings:

         "Affiliate" -- Any corporation or other entity that is a direct or
         indirect parent or subsidiary (including, without limitation,
         partnerships and limited liability companies) of the Company.

         "Agreement" -- The written agreement, whether delivered on paper or by
         electronic medium, between the Company and the Optionee or holder of
         Restricted Stock evidencing the Option or Restricted Stock granted by
         the Company, which shall be in such form and contain such provisions as
         the Committee may prescribe.

         "Board" -- The Board of Directors of the Company, as the same may be
         constituted from time to time.

         "Code" -- The Internal Revenue Code of 1986, as amended from time to
         time.

         "Committee" -- The Compensation and Stock Option Committee of the
         Board, composed solely of two or more Directors who are appointed by
         the Board from time to time and who satisfy the requirements of Rule
         16b-3(b)(3) promulgated under the Securities Exchange Act of 1934, or
         any successor provision.

         "Company" -- Centex Corporation, a Nevada corporation.

         "Director" -- An individual who is a member of the Board.

         "Disability" -- Total and permanent disability as set forth in Section
         22(e)(3) of the Code, or any successor provision.

         "Fair Market Value" -- The closing price per Share reported on the
         consolidated transaction reporting system for the New York Stock
         Exchange as of a particular date 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 reported.



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         "Option" -- A nonqualified option to purchase one or more Shares
         granted under and pursuant to the Plan. A nonqualified option does not
         satisfy the requirements of Section 422 of the Code, or any successor
         provision.

         "Optionee" -- An individual who has been granted an Option under the
         Plan.

         "Plan" -- This Centex Corporation 2001 Stock Plan.

         "Restricted Stock" -- Shares issued pursuant to Section 17 of the Plan.

         "Share" -- A share of the Company's present twenty-five cents ($0.25)
         par value common stock and any share or shares of capital stock or
         other securities of the Company hereafter issued or issuable upon, in
         respect of or in substitution or in exchange for each present share.
         Such Shares may be unissued or reacquired Shares, as the Board, in its
         sole and absolute discretion, shall from time to time determine.

3.       ADMINISTRATION

         Subject to the provisions hereof, the Committee shall have full and
         exclusive power and authority to administer this Plan and to take all
         actions that are specifically contemplated hereby or are necessary or
         appropriate in connection with the administration hereof. The Committee
         shall also have full and exclusive power to interpret this Plan and to
         adopt such rules, regulations and guidelines for carrying out this Plan
         as it may deem necessary or proper, all of which powers shall be
         exercised in the best interests of the Company and in keeping with the
         objectives of this Plan. The Committee may, in its discretion, provide
         for the extension of the exercisability of an Option, accelerate the
         vesting or exercisability of an Option or Restricted Stock award,
         eliminate or make less restrictive any restrictions applicable to an
         Option or Restricted Stock award, waive any restriction or other
         provision of this Plan or an Option or Restricted Stock award or
         otherwise amend or modify an Option or Restricted Stock award in any
         manner that is either (i) not adverse to the Optionee or holder of
         Restricted Stock to whom such Option or Restricted Stock was granted or
         (ii) consented to by the Optionee or holder of Restricted Stock. The
         Committee may correct any defect or supply any omission or reconcile
         any inconsistency in this Plan or in any award in the manner and to the
         extent the Committee deems necessary or desirable to further the Plan
         purposes. Any decision of the Committee in the interpretation and
         administration of this Plan shall lie within its sole and absolute
         discretion and shall be final, conclusive and binding on all parties
         concerned.

4.       SHARES SUBJECT TO PLAN

         (a)      A maximum of 1,750,000 Shares shall be subject to grants of
                  Options or awards of Restricted Stock under the Plan;
                  provided, however, that of such number of Shares, no more than
                  175,000 Shares shall be subject to awards of Restricted Stock;
                  and provided further, that such maximum shall be increased or
                  decreased as provided in Section 12 hereof. The Shares subject
                  to the Plan shall consist of unissued Shares or previously
                  issued Shares reacquired and held by the Company or any
                  Affiliate.

         (b)      At any time and from time to time after the Plan takes effect,
                  the Committee, pursuant to the provisions herein set forth,
                  may grant Options and award Restricted Stock until the maximum
                  number of Shares shall be exhausted or the Plan shall be
                  sooner terminated.



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         (c)      If any Option expires or is canceled without being fully
                  exercised or is settled in cash, or if any Restricted Stock
                  previously awarded is reacquired by the Company, the number of
                  Shares with respect to which such Option shall not have been
                  exercised prior to its expiration or cancellation and the
                  number of Shares of such Restricted Stock so reacquired may
                  again be optioned or awarded pursuant to the provisions
                  hereof.

         (d)      If the option price or any applicable tax withholding
                  obligation payable upon exercise of an Option is satisfied by
                  the tender or withholding of Shares to or by the Company (by
                  either actual delivery or attestation), the number of Shares
                  so tendered or withheld shall be eligible for reissuance under
                  the Plan.

5.       ELIGIBILITY

         Eligibility for receipt of a grant of Options under the Plan shall be
         confined to (a) a limited number of persons who are employed by the
         Company or an Affiliate and hold key positions in and for the Company
         or an Affiliate and (b) Directors.

6.       GRANTING OF OPTIONS

         (a)      From time to time while the Plan is in effect, the Committee
                  may in its absolute discretion select from among the persons
                  eligible to receive a grant of Options under the Plan
                  (including persons who have already received such grants of
                  Options) such one or more of them as in the opinion of the
                  Committee should be granted Options. The Committee shall
                  thereupon, likewise in its absolute discretion, determine the
                  number of Shares to be allotted for option to each person so
                  selected.

         (b)      Each person so selected shall be granted an Option to purchase
                  the number of Shares so allotted to him, upon such terms and
                  conditions, consistent with the provisions of the Plan, as the
                  Committee may specify.

         (c)      Each Option granted under the Plan shall be evidenced by an
                  Agreement setting forth the terms and conditions of the
                  Option. The date that the Committee specifies to be the grant
                  date of an Option to an individual shall constitute the date
                  on which the Option covered by such Agreement is granted. In
                  no event, however, shall an Optionee gain any rights in
                  addition to those specified by the Committee in its grant,
                  regardless of the time that may pass between the grant of the
                  Option and the actual execution of the Agreement by the
                  Company and the Optionee.

         (d)      No person may be granted Options under this Plan for more than
                  250,000 Shares in any one-year period.

7.       OPTION PRICE

         The option price for each Share covered by each Option shall not be
         less than 100% of the Fair Market Value of the Share at the time the
         Option is granted. Notwithstanding the foregoing, if there occurs any
         transaction of a type described in Section 12(a), (b) or (c) hereof,
         the option price of the Shares subject to each existing Option adjusted
         pursuant to such provisions or any new Option or assumed option issued
         pursuant to such provisions may be different than the Fair



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         Market Value of the Shares at the time the Option is granted; provided,
         however, in no event shall -

         (a)      the excess of the aggregate Fair Market Value of the Shares
                  subject to the Option immediately after the transaction over
                  the aggregate option price of such Shares be more than the
                  excess of the aggregate Fair Market Value of all shares
                  subject to the other option immediately prior to the
                  transaction over the aggregate option price of shares subject
                  to the other option; and

         (b)      the ratio of the option price to the Fair Market Value of the
                  Shares subject to the Option immediately after the transaction
                  be more favorable to the Optionee than the ratio of the option
                  price to the Fair Market Value of the shares subject to the
                  other option immediately prior to such transaction, determined
                  on a share-by-share basis.

8.       OPTION PERIOD

         Each Option shall run for such period of time as the Committee may
         specify, but in no event for longer than seven (7) years from the date
         when the Option is granted, including the period of time provided in
         the subsections of this Section 8; and subject to the following limits:

         (a)      Except as provided below in this subsection (a), all rights to
                  exercise an Option shall terminate within four (4) months
                  after the date the Optionee ceases to be an employee of the
                  Company or an Affiliate, or after the date the Optionee ceases
                  to be a Director, whichever may occur later, for any reason
                  other than death or Disability (but in no event later than the
                  end of the original period of the Option); except that (i) in
                  the case of an Optionee who is a Director and, on the date the
                  Optionee ceases to be a Director (and if also an employee
                  ceases to be an employee), has (A) at least ten (10) years of
                  service as a Director, all Shares subject to such Option will
                  vest on such date and all rights to exercise such Option shall
                  terminate three (3) years after the date the Optionee ceases
                  to be a Director (but in no event later than the end of the
                  original period of the Option), or (B) less than ten (10)
                  years of service as a Director, all Shares subject to such
                  Option will continue to vest in accordance with its terms for
                  a period of three (3) years following such date, and all
                  rights to exercise such Option shall terminate three (3) years
                  after such date; and (ii) if the Optionee's employment or
                  service as a Director is terminated for cause, the entire
                  Option, including both exercisable and unexercisable Shares,
                  shall immediately terminate and thereafter be null and void
                  for all purposes.

         (b)      If the Optionee ceases to be employed by the Company and its
                  Affiliates, or ceases to be a Director, whichever may occur
                  later, by reason of his death, all rights to exercise any
                  Option held by such Optionee shall terminate fifteen (15)
                  months after his death (but in no event later than the end of
                  the original period of the Option).

         (c)      If the employment of the Optionee with the Company or any of
                  its Affiliates shall terminate as a result of a Disability, he
                  may, within six (6) months following such date (but in no
                  event later than the end of the original period of the
                  Option), exercise any Option held by such Optionee, in each
                  case, to the extent he was entitled to exercise such Option on
                  the date of termination of employment. To the extent that the
                  Shares covered by his Option were unexercisable as of such
                  termination of employment, the Option shall terminate. If the
                  Optionee does not exercise such Option (which he was entitled
                  to



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                  exercise as of such termination) within the time specified
                  herein, the Option shall thereupon terminate.

         (d)      If an Option is granted with a term shorter than seven (7)
                  years, the Committee may extend the term of the Option, but
                  for not more than seven (7) years from the date when the
                  Option was originally granted.

9.       OPTIONS NOT TRANSFERABLE

         Unless otherwise determined by the Committee and provided in the
         Agreement, no Option or interest therein shall be transferable by an
         Optionee otherwise than by will or by the applicable laws of descent
         and distribution. The Committee may prescribe and include in an
         Agreement any applicable restrictions or conditions on transfer of
         Options. Any attempted assignment in violation of this Section 9 shall
         be null and void.

10.      EXERCISE OF OPTIONS

         (a)      During the lifetime of an Optionee, only he or his guardian or
                  legal representative or transferee may exercise an Option
                  granted to him. In the event of his death, any then
                  exercisable portion of his Option may, within fifteen (15)
                  months thereafter or earlier date of termination of the
                  original period of Option, be exercised in whole or in part by
                  any person empowered to do so under the deceased Optionee's
                  will or under the applicable laws of descent and distribution.

         (b)      At any time, and from time to time, during the period when any
                  Option, or a portion thereof, is exercisable, such Option, or
                  portion thereof, may be exercised in whole or in part;
                  provided, however, that the Committee may require in the
                  Agreement that any Option which is partially exercised be so
                  exercised with respect to at least a stated minimum number of
                  Shares.

         (c)      Each exercise of an Option or portion or part thereof shall be
                  evidenced by a notice in writing by or on behalf of the
                  Optionee to the Company. The purchase price of the Shares for
                  which an option is exercised must be paid prior to issuance of
                  the Shares. The Exercise price of an Option must be paid by
                  cash, certified or cashiers' check, wire transfer, delivery
                  (either actually or by attestation) of whole Shares that have
                  been acquired or held by the Optionee for at least six months
                  prior to the date the option is exercised, or any combination
                  of the aforementioned methods of payment, prior to issuance of
                  the Shares. For purposes of determining the amount, if any, of
                  the option price satisfied by in Shares, such Shares shall be
                  valued at their Fair Market Value on the date of exercise. Any
                  Shares actually delivered in satisfaction of all or a portion
                  of the option price shall be appropriately endorsed for
                  transfer and assignment to the Company.

         (d)      No Shares shall be issued until full payment therefor has been
                  made, and an Optionee shall have none of the rights of a
                  stockholder until Shares are issued to him.

         (e)      Nothing herein or in any Agreement evidencing an Option
                  granted hereunder shall require the Company to issue any
                  Shares upon exercise of an Option if such issuance 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



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                  portion or part thereof, the Optionee shall 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 an Affiliate,
                  such investment representation shall not be required.

11.      DELIVERY OF SHARES UPON EXERCISE

         As promptly as may be practicable after an Option, or a portion or part
         thereof, has been exercised as hereinabove provided, the Company shall
         make delivery of the Shares acquired upon exercise of such Option to
         the Optionee or shall cause such Optionee's interest in such Shares to
         be evidenced by an entry on the Company's books and records.

12.      CHANGES IN COMPANY'S SHARES AND CERTAIN CORPORATE TRANSACTIONS

         (a)      If at any time while the Plan is in effect there shall occur
                  any subdivision or consolidation of outstanding Shares,
                  declaration of a dividend payable in Shares or other stock
                  split, then, and in each such event, the Committee shall make
                  proportionate adjustments to:

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

                  (ii)     the number of Shares and the option 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
                           Shares shall remain subject to purchase at the same
                           aggregate option price;

                  (iii)    the number of Shares of Restricted Stock previously
                           awarded under the Plan, to the end that each award
                           represents the same proportion of the Company's
                           issued and outstanding Shares; and

                  (iv)     the number of Shares subject to Options that may be
                           granted to any person in any one-year period pursuant
                           to the limitation set forth in Section 6(d), to the
                           end that each such limitation represents the same
                           proportion of the Company's issued and outstanding
                           Shares.

         (b)      If at any time while the Plan is in effect there shall occur
                  any other recapitalization or capital reorganization of the
                  Company, any consolidation or merger of the Company with
                  another corporation or entity, the adoption by the Company of
                  any plan of exchange affecting the Shares or any distribution
                  to holders of Shares of securities or property (other than
                  normal cash dividends or dividends payable in Shares), the
                  Committee may make proportionate adjustments to:

                  (i)      the number of Shares and the option price per Share
                           thereof then subject to purchase pursuant to each
                           Option previously granted;

                  (ii)     the number of Shares of Restricted Stock previously
                           awarded under the Plan; and



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                  (iii)    the number of Shares subject to Options that may be
                           granted to any person in any one-year period pursuant
                           to the limitation set forth in Section 6(d);

                  in each case, in order to reflect the transaction and (in the
                  case of clauses (i) and (ii) above) to the end of maintaining
                  the proportionate interest of the holders of Options and
                  Shares of Restricted Stock; provided, however, that such
                  adjustments shall only be made to the extent necessary to
                  preserve, without exceeding, the value of such Options and
                  Shares of Restricted Stock.

         (c)      In the event of a merger, consolidation, acquisition of
                  property or stock, separation, reorganization or liquidation,
                  the Committee shall be authorized to issue or assume new
                  Options or Shares of Restricted Stock as it determines is
                  appropriate in substitution for, or to reflect the assumption
                  of, any other option, restricted stock grant or other award,
                  whether or not awarded under this Plan.

         (d)      Except as is otherwise expressly provided herein, the issuance
                  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 option price of Shares then subject to
                  outstanding Options granted under the Plan. 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 issuance by the
                  Company of debt securities or preferred or preference stock
                  that would rank above the Shares subject to outstanding
                  Options or Shares of Restricted Stock granted under the Plan;
                  (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.

         (e)      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 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) or a change in control (as specified below) shall
                  cause every Option then outstanding to become exercisable in
                  full and shall cause every restriction with respect to any
                  Shares of Restricted Stock to terminate immediately prior to
                  such dissolution, liquidation, merger, consolidation or change
                  in control, to the extent not theretofore exercisable or free
                  of restrictions, without regard to the determination as to the
                  periods and installments of exercisability or termination of
                  restrictions contained in the Agreements if, and only if, such
                  Options have not at that time theretofore expired or been
                  terminated or such Shares of Restricted Stock have not at that
                  time theretofore been cancelled or forfeited. For purposes of
                  this Section 12(c), a change in control shall be deemed to
                  have taken place if (i) a third person, including a "group" as
                  defined in Section 13(d)(3) of the Securities Exchange Act of
                  1934, becomes the beneficial owner of Shares of the Company
                  having



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                  50% or more of the total number of votes that may be cast for
                  the election of directors of the Company or (ii) 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, in the event of any such dissolution, merger,
                  consolidation or change in control, the Board may completely
                  satisfy all obligations of the Company and its Affiliates with
                  respect to any Options or Shares of Restricted Stock
                  outstanding on the date of such event and cancel such Options
                  or Shares of Restricted Stock by (A) in the case of Options,
                  delivering to the Optionee cash in an amount equal to the
                  difference between the aggregate option price for Shares under
                  the Options and the Fair Market Value of such Shares on the
                  date of such event and (B) in the case of Shares of Restricted
                  Stock, delivering to the holder of such Shares cash in an
                  amount equal to the Fair Market Value of such Shares on the
                  date of such event, which payment shall in either case be made
                  within a reasonable time after such event.

13.      EFFECTIVE DATE

         The Plan shall be effective on May 17, 2001, the date of its adoption
         by the Board, but shall be submitted to the stockholders of the Company
         for approval at the next regular or special meeting thereof to be held
         within twelve (12) months after the Board shall have adopted the Plan.
         If, at such a meeting of the stockholders of the Company, the Plan is
         not approved by the affirmative vote of a majority of the $0.25 par
         value common stock of the Company present and entitled to vote at such
         meeting, then, and in such event, the Plan and all Options granted
         under the Plan and all awards of Restricted Stock under the Plan shall
         become null and void and of no further force or effect.

14.      AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN

         The Board may amend, suspend or terminate this Plan for the purpose of
         meeting or addressing any changes in legal requirements or for any
         other purpose permitted by law, except that (a) no amendment or
         alteration that would adversely affect the rights of any holder under
         any award previously granted to such person shall be made without the
         consent of such person and (b) after the stockholders of the Company
         have ratified the Plan, no amendment or alteration that would increase
         the maximum number of Shares subject to the Plan (as provided in
         Section 4(a)) or decrease the option price of an Option below 100% of
         the Fair Market Value as of the date such Option was granted (as
         provided in Section 7) may be made without obtaining approval of the
         stockholders.

15.      REQUIREMENTS OF LAW

         Notwithstanding anything contained herein to the contrary, the Company
         shall not be required to sell or issue Shares under any Option if the
         issuance thereof would constitute a violation by the Optionee or the
         Company of any provisions of any law or regulation of any governmental
         authority or any national securities exchange. As a condition of any
         sale or issuance of Shares under an Option, the Company may require
         such agreements or undertakings, if any, as the Company may deem
         necessary or advisable to ensure compliance with any such law or
         regulation.



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16.      MODIFICATION OF OPTIONS

         Except as provided in Section 12, notwithstanding any other provision
         of this Plan to the contrary, (i) after an Option has been awarded, the
         price at which Shares may be purchased upon exercise of such Option
         shall not be amended and (ii) no Option shall be granted in exchange
         for a previously granted Option if the option price of such previously
         granted Option is greater than the option price of such replacement
         Option. Notwithstanding the foregoing provisions of this Section 16, no
         modification or cancellation of an Option granted hereunder shall,
         without the consent of the Optionee, alter or impair any rights or
         obligations under any Option theretofore granted hereunder to such
         Optionee under the Plan.

17.      RESTRICTED STOCK

         (a)      Subject to the terms and conditions of, and within the
                  limitations of, the Plan, Shares of Restricted Stock may be
                  awarded by the Committee to such individuals as are eligible
                  for grants of Options, as the Committee may determine at any
                  time and from time to time before the termination of the Plan.
                  Each award of Restricted Stock shall be evidenced by an
                  Agreement setting forth the terms and conditions of the award.

         (b)      A Share of Restricted Stock is a Share that does not
                  irrevocably vest in the holder or that may not be sold,
                  exchanged, pledged, transferred, assigned or otherwise
                  encumbered or disposed of until the terms and conditions set
                  by the Committee at the time of the award of the Restricted
                  Stock have been satisfied. A Share of Restricted Stock shall
                  be subject to such other restrictions, terms and conditions as
                  the Committee may establish, which may include, without
                  limitation, the rendition of services to the Company or its
                  Affiliates for a specified time or the achievement of specific
                  goals.

         (c)      If an individual receives Shares of Restricted Stock, whether
                  or not escrowed as provided below, the individual shall be the
                  record owner of such Shares and shall have all the rights of a
                  stockholder with respect to such Shares (unless the escrow
                  agreement, if any, specifically provides otherwise), including
                  the right to vote and the right to receive dividends or other
                  distributions made or paid with respect to such Shares. Any
                  certificate or certificates representing Shares of Restricted
                  Stock may bear a legend similar to the following:

                           The shares represented by this certificate have been
                           issued pursuant to the terms of the Centex
                           Corporation 2001 Stock Plan and may not be sold,
                           pledged, transferred, assigned or otherwise
                           encumbered in any manner except as set forth in the
                           terms of such award dated ________________, 20___.

         (d)      In order to enforce the restrictions, terms and conditions
                  that may be applicable to an individual's Shares of Restricted
                  Stock, the Committee may require the individual, upon the
                  receipt of a certificate or certificates representing such
                  Shares, or at any time thereafter, to deposit such certificate
                  or certificates, together with stock powers and other
                  instruments of transfer, appropriately endorsed in blank, with
                  the Company or an escrow agent designated by the Company under
                  an escrow agreement in such form as shall be determined by the
                  Committee.

         (e)      After the satisfaction of the terms and conditions set by the
                  Committee at the time of an award of Restricted Stock to an
                  individual, if the original certificate was legended, a new
                  certificate, without the legend set forth above, for the
                  number of Shares that are no



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                  longer subject to such restrictions, terms and conditions
                  shall be delivered to the individual, either by delivery of a
                  physical certificate or an electronic transfer to a broker.

         (f)      The Committee may cancel all or any portion of any outstanding
                  restrictions prior to the expiration of such restrictions with
                  respect to any or all of the Shares of Restricted Stock
                  awarded to an individual hereunder on such terms as the
                  Committee may deem appropriate.

         (g)      Subject to the other provisions of this Section 17 and unless
                  otherwise determined by the Committee, if an individual to
                  whom Restricted Stock has been awarded ceases to be employed
                  by the Company or an Affiliate, or ceases to be a director of
                  the Company, whichever may occur later, for any reason prior
                  to the satisfaction of any terms and conditions of an award,
                  any Restricted Stock remaining subject to restrictions shall
                  thereupon be forfeited by the individual and transferred to,
                  and reacquired by, the Company or an Affiliate at no cost to
                  the Company or the Affiliate. In such event, the individual,
                  or in the event of his death, his personal representative,
                  shall forthwith deliver to the Secretary of the Company the
                  certificates for the Shares of Restricted Stock remaining
                  subject to such restrictions, accompanied by such instruments
                  of transfer, if any, as may reasonably be required by the
                  Secretary of the Company.

         (h)      The Committee may determine that an award of Restricted Stock
                  will be subject to restriction until one or more performance
                  goals established by the Committee have been achieved. With
                  respect to such an award, the restrictions shall lapse and the
                  award shall vest only upon achievement of the attainment of
                  one or more pre-established, objective performance goals
                  established by the Committee prior to the earlier to occur of
                  (x) 90 days after the commencement of the period of service to
                  which the performance goal relates and (y) the lapse of 25% of
                  the period of service (as established in good faith at the
                  time the goal is established), and in any event while the
                  outcome is substantially uncertain. A performance goal is
                  objective if a third party having knowledge of the relevant
                  facts could determine whether the goal is met. Such a
                  performance goal may be based on one or more business criteria
                  that apply to the individual, one or more business units of
                  the Company, or the Company as a whole, and may include one or
                  more of the following: operating income, operating margin,
                  earnings before interest, taxes, depreciation and amortization
                  (EBITDA), pre-tax income, net income, net earnings per share,
                  net earnings per share growth, return on beginning
                  stockholder's equity, return on average net assets, total
                  shareholder return relative to other companies in Centex
                  Corporation's industry group, debt/capitalization ratio and
                  customer satisfaction. Unless otherwise stated, such a
                  performance goal need not be based upon an increase or
                  positive result under a particular business criterion and
                  could include, for example, maintaining the status quo or
                  limiting economic losses (measured, in each case, by reference
                  to specific business criteria). In interpreting Plan
                  provisions applicable to performance goals, it is the intent
                  of the Plan to conform with the standards of Section 162(m) of
                  the Code and Treasury Regulation Section 1.162-27(e)(2)(i),
                  and the Committee in establishing such goals and interpreting
                  the Plan shall be guided by such provisions. Prior to the
                  payment of any compensation based on the achievement of
                  performance goals, the Committee must certify in writing that
                  applicable performance goals and any of the material terms
                  thereof were, in fact, satisfied. No individual may be granted
                  Restricted Stock awards subject to performance goals designed
                  to comply with Section 162(m) of the Code having a value of
                  more than $6,000,000 in any given one-year period.



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<PAGE>

18.      TAX WITHHOLDING

         The Company shall have the right to take whatever affirmative actions
         are required, in the opinion of the Committee, to enable the Company or
         appropriate Affiliate to satisfy any applicable payroll tax withholding
         requirements in connection with the exercise of Options granted or
         Restricted Stock awarded under the Plan. Without limiting the
         generality of the foregoing provision, the Company shall have the right
         to (a) withhold cash from a same-day-sale exercise of an Option, (b)
         deduct applicable taxes from any Option or Restricted Stock award by
         withholding, at the time of delivery and/or vesting of Shares under the
         Plan, an appropriate number of Shares for payment of taxes required by
         law, (c) permit its withholding obligations to be satisfied by the
         transfer to the Company of Shares theretofore owned by the holder of
         the Option or recipient of Restricted Stock with respect to which
         withholding is required, in which case such Shares shall be valued
         based on the Fair Market Value thereof when the tax withholding is
         required to be made, or (d) take such other action as may be necessary
         in the opinion of the Company to satisfy all applicable tax withholding
         obligations.

19.      GENERAL

         (a)      The proceeds received by the Company from the sale of Shares
                  pursuant to Options shall be used for general corporate
                  purposes.

         (b)      Nothing contained in the Plan or in any Agreement shall confer
                  upon any Optionee or recipient of Restricted Stock 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 such Optionee's or recipient's
                  employment at any time.

         (c)      Neither the members of the Board nor any member of the
                  Committee shall be liable for any act, omission or
                  determination taken or made in good faith with respect to the
                  Plan or any Option or award of Restricted Stock granted under
                  it, and the members of the Board and the Committee shall be
                  entitled to indemnification and reimbursement by the Company
                  in respect of any claim, loss, damage or expense (including
                  counsel fees) arising therefrom to the full extent permitted
                  by law and under any directors and officers liability or
                  similar insurance coverage that may be in effect from time to
                  time.

         (d)      As partial consideration for the granting of each Option or
                  award of Restricted Stock hereunder, the Optionee or recipient
                  shall agree with the Company that he will keep confidential
                  all information and knowledge that he has relating to the
                  manner and amount of his participation in the Plan; provided,
                  however, that such information may be disclosed as required by
                  law or given in confidence to the individual's spouse, tax or
                  financial advisors or to a financial institution to the extent
                  that such information is necessary to secure a loan.

         (e)      Participation in the Plan shall not preclude an individual
                  from eligibility in any other stock option plan of the Company
                  or any Affiliate or any old-age benefit, insurance, pension,
                  profit sharing, retirement, bonus or other extra compensation
                  plans that the Company or any Affiliate has adopted or may, at
                  any time, adopt for the benefit of its employees or directors.

         (f)      Any payment of cash or any issuance or transfer of Shares to
                  the Optionee or to his legal representative, heir, legatee or
                  distributee in accordance with the provisions hereof shall,



                                                                              11
<PAGE>

                  to the extent thereof, be in full satisfaction of all claims
                  of such persons hereunder. The Board or Committee may require
                  any Optionee or recipient of an award of Restricted Stock,
                  legal representative, heir, legatee or distributee, as a
                  condition precedent to such payment, to execute a release and
                  receipt therefor in such form as it shall determine.

         (g)      Neither the Committee, the Board nor the Company guarantees
                  the Shares from loss or depreciation.

         (h)      All expenses incident to the administration of the Plan,
                  including, but not limited to, legal and accounting fees,
                  shall be paid by the Company or its Affiliates.

         (i)      Records of the Company and its Affiliates regarding an
                  individual's period of employment, termination of employment
                  and the reason therefor, leaves of absence, reemployment,
                  tenure as a Director and other matters shall be conclusive for
                  all purposes hereunder, unless determined by the Board or
                  Committee to be incorrect.

         (j)      The Company and its Affiliates shall, upon request or as may
                  be specifically required hereunder, furnish or cause to be
                  furnished all of the information or documentation that is
                  necessary or required by the Board or Committee to perform
                  their duties and functions under the Plan.

         (k)      The Company assumes no obligation or responsibility to an
                  Optionee or recipient of Restricted Stock, or to such
                  Optionee's or recipient's personal representatives, heirs,
                  legatees or distributees, for any act of, or failure to act on
                  the part of, the Board or Committee.

         (l)      Any action required of the Company shall be by resolution of
                  the Board or by a person authorized to act by resolution of
                  the Board. Any action required of the Committee shall be by
                  resolution of the Committee or by a person authorized to act
                  by resolution of the Committee.

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

         (n)      Whenever any notice is required or permitted hereunder, such
                  notice must be in writing and personally delivered or sent by
                  mail. Any notice required or permitted to be delivered
                  hereunder shall be deemed to be delivered on the date on which
                  it is personally delivered or, whether actually received or
                  not, on the third business day after it is deposited in the
                  United States mail, certified or registered, postage prepaid,
                  addressed to the person who is to receive it at the address
                  that such person has theretofore specified by written notice
                  delivered in accordance herewith. The Company, an Optionee or
                  a recipient of Restricted Stock may change, at any time and
                  from time to time, by written notice to the other, the address
                  that it, he or she had theretofore specified for receiving
                  notices. Until changed in accordance herewith, the Company and
                  each Optionee and recipient of Restricted Stock shall specify
                  as its and his address for receiving notices the address set
                  forth in the Agreement pertaining to the shares of Stock to
                  which such notice



                                                                              12
<PAGE>

                  relates or otherwise provided to the other in accordance with
                  the Company's policies for maintaining such information.

         (o)      Any person entitled to notice hereunder may waive such notice.

         (p)      The Plan shall be binding upon the Optionee or recipient of
                  Restricted Stock, his heirs, legatees and legal
                  representatives, upon the Company, its successors and assigns,
                  and upon the Board and Committee and their successors.

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

         (r)      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.

         (s)      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.

         (t)      Transactions related to the Plan, including but not limited to
                  the delivery and acceptance of any Agreement and the exercise
                  of any Option, whether in whole or in part, may be evidenced
                  by either signed documentation or on-line transactions through
                  the Corporate Stock Benefit Services web site of the Company's
                  designated broker, UBS PaineWebber Inc., or the successor
                  thereof.



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