exv10w1



 




Exhibit
10.1


AGREEMENT




          THIS AGREEMENT (“Agreement”) is entered into by and between Centex Corporation, a Nevada
corporation (the “Company”), and Leldon E. Echols, a resident of Dallas County, Texas (“Employee”),
effective as of the date this Agreement is executed by the last party to execute it as set forth on
the signature page below (the “Effective Date”).




          WHEREAS, Employee currently is employed as Executive Vice President and Chief Financial
Officer of the Company pursuant to that certain Executive Employment Agreement between Employee and
the Company made as of June 1, 2000 (the “Prior Agreement”); and




          WHEREAS, the Company desires to amend the Prior Agreement to continue Employee’s employment
with the Company as its Executive Vice President and Chief Financial Officer through June 30, 2006;
and




          WHEREAS, Employee desires to amend the Prior Agreement to continue his employment with the
Company in the capacities and for the term and compensation hereinafter agreed upon.




          NOW, THEREFORE, in consideration of the premises, the terms and provisions set forth herein,
the mutual benefits to be gained by the performance thereof and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:




1. AMENDMENT AND RESTATEMENT OF EMPLOYMENT AGREEMENT.




          The parties agree and acknowledge that this Agreement constitutes an amendment and restatement
of the Prior Agreement and shall supersede all terms and provisions of the Prior Agreement.





	2.	 	EMPLOYMENT.





          Subject to the terms and conditions set forth in this Agreement, the Company agrees to employ
Employee and Employee agrees to be employed by the Company as an “at will” employee, meaning that
either party may, by written notice to the other, terminate Employee’s employment.




3. EMPLOYMENT DURING THE TRANSITION PERIOD.





     (a) Transition Period. The “Transition Period” means the period beginning on
the Effective Date and ending on the Termination Date. “Termination Date” means the earlier
of the close of business on June 30, 2006 or the date employment terminates pursuant to
Section 7 of this Agreement.



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     (b) Position. During the Transition Period, Employee will be employed by the
Company and will continue to serve in his current position as Executive Vice President and
Chief Financial Officer of the Company.




     (c) Duties and Responsibilities. Employee’s duties and responsibilities shall
be those normally associated with Employee’s current position. Employee shall undertake to
perform all Employee’s duties and responsibilities for the Company and its affiliates in
good faith and on a full-time basis and shall at all times act in the course of Employee’s
employment under this Agreement in the best interest of the Company and the Company’s
affiliates and in accordance with the Company’s code of conduct.




     (d) Vacation. Employee shall be entitled to use his accrued paid vacation time
during the three weeks immediately preceding the Termination Date, except to the extent the
Company has unusual circumstances or needs, as reasonably determined by the Company, that
would require Employee to forgo such vacation.




     (e) Resignation. As of the Termination Date, Employee agrees to resign from
his position as Executive Vice President and Chief Financial Officer of the Company, as an
employee of the Company and all other positions he holds with the Company and all affiliates
of the Company, whether as an officer, director, manager, committee member or otherwise.




     (f) Press Release. As soon as practicable after the Effective Date, the
Company agrees to issue a press release and file a current report on Securities and Exchange
Commission Form 8-K, in substantially the same form attached hereto as Exhibit A.



4. COMPENSATION AND BENEFITS DURING THE TRANSITION PERIOD.





     (a) Compensation and Other Benefits Generally. During the Transition Period,
Employee’s annual base salary shall be no less than the annual base salary Employee receives
immediately prior to the Effective Date, and Employee’s benefits and perquisites shall be
governed by the applicable Company plans and programs for the position of Chief Financial
Officer. Employee shall be treated in a manner that is consistent with other senior
executives and without regard to any change in status contemplated by this Agreement with
respect to discretionary compensation for the Company’s 2006 fiscal year ending on March 31,
2006 (the “2006 Fiscal Year”). Employee’s compensation shall be payable pursuant to the
Company’s normal payroll practices for its executives, and shall be subject to withholding
for federal, state, city or other taxes as may be required pursuant to any law or
governmental regulation or ruling, or as otherwise permissible under Company practices or
policies.




     (b) 2006 Bonus and Incentive Compensation. Incentive compensation for the 2006
Fiscal Year shall be paid to Employee when paid to other executives (almost certainly in May
2006) except that the portion of 2006 Fiscal Year incentive compensation that would
otherwise have been awarded in options will be paid in the form of deferred cash. Deferred
cash amounts, options and restricted stock shall be subject to



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the vesting schedule applicable to such awards generally (which is expected to provide
for vesting in one-third increments on each of the three anniversaries of the grant date).




     (c) 2007 Bonus and Incentive Compensation. No bonus or other incentive
compensation awards will be made to Employee with respect to the Company’s 2007 fiscal year
ending March 31, 2007.




     (d) Employee Benefit Plans. During the Transition Period, Employee shall be
eligible to continue to participate in the employee benefit plans, programs and policies
maintained by the Company to which Employee was eligible immediately prior to the Effective
Date, in each case according to their respective provisions.




     (e) Expenses. The Company shall pay or reimburse Employee for all reasonable
expenses actually incurred or paid by Employee in the performance of his services hereunder
upon the presentation of expense statements or vouchers or such other supporting information
as the Company may reasonably require of Employee.



5. WAIVER AND RELEASE.





     (a) Waiver and Release. In exchange for the compensation and benefits provided
under this Agreement, on and as of the Termination Date, Employee and the Company agree to
execute a waiver and release of claims document, in the form attached hereto as Exhibit B.
If Employee timely revokes the waiver and release, as provided therein, this Agreement shall
then be null and void and the Company will have no further obligations under this Agreement.



6. COMPENSATION AND BENEFITS AT TERMINATION ON JUNE 30, 2006.





     (a) Termination. Unless terminated sooner pursuant to Section 7, Employee’s
employment will terminate on June 30, 2006.




     (b) Compensation and Benefits. Upon Employee’s termination of employment on
June 30, 2006, then, in addition to the portion of Employee’ compensation under Section 4
actually earned as of the date Employee’s employment terminates, Employee shall be entitled
to the following:




	 	(1)	 	A lump sum payment equal to two times his then current annual
rate of base salary.
	 
	 	(2)	 	The portion of Employee’s unvested stock options that would
have vested had Employee continued as an employee of the Company until December
31, 2007 shall immediately vest and be immediately exercisable, but the
applicable time for exercising such options shall not be extended.
	 
	 	(3)	 	The portion of Employee’s unvested restricted stock awards that
would have vested and become unrestricted had Employee continued as an




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	 	 	 	employee of the Company until December 31, 2007 shall immediately vest and
become unrestricted.
	 
	 	(4)	 	The portion of Employee’s unvested deferred cash awards that
would have vested and become unrestricted had Employee continued as an employee
of the Company until December 31, 2007 shall immediately vest and become
unrestricted.
	 
	 	(5)	 	Employee shall be entitled to elect group health plan
continuation coverage for himself and his covered dependents as provided by the
Consolidated Omnibus Budget Reconciliation Act of 1985, currently embodied in
Section 4980B of the Internal Revenue Code.
	 
	 	(6)	 	All expenses not yet reimbursed pursuant to Section 4(f) or
6(c) shall be reimbursed.






The Company shall pay all amounts and provide all benefits contemplated by this Section 6(b)
as soon as practicable after, but not later than 15 days following, the date of Employee’s
termination.




     (c) Indemnification. Employee shall be entitled to indemnification and
advancement of expenses in connection with any claims asserted against Employee relating to
his employment with the Company, to the greatest extent permissible under the terms of the
Company’s charter, bylaws or any other applicable documentation. All insurance policies
maintained at any time by the Company or its affiliates for the purpose of insuring against
the personal liability of Employee shall remain available to and for the benefit of Employee
during and after the Transition Period to the greatest extent permissible under the terms of
such policies. The provisions of this Section 6(c) shall survive the termination of this
Agreement for any reason.




     (d) Recommendation. At Employee’s request, the Company shall provide to any
designated third parties a written recommendation in the form of Exhibit C, and shall
otherwise respond to other inquiries directed to the Chief Executive Officer in a manner
consistent with the substance of Exhibit C.



7. TERMINATION OF EMPLOYMENT.





     (a) Termination By The Company Without Cause Or By Employee For Good Reason.
The Company shall have the right to terminate Employee’s employment at-will and without
Cause (as hereinafter defined) at any time, and Employee shall have the right to resign for
Good Reason (as hereinafter defined) at any time pursuant to a written notice of termination
delivered in accordance with Section 7(e). If (i) Employee is terminated by the Company
without Cause or (ii) Employee resigns for Good Reason, then, in addition to the portion of
Employee’s compensation under Section 4 actually earned as of the date Employee’s employment
terminates, Employee shall be entitled to the amounts and benefits set out in Section 6 as
if his employment had continued until June 30, 2006 and thereupon terminated, except that
(1) the vesting of options, deferred cash awards and restricted stock awards shall occur
immediately upon termination and



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(2) Employee will receive a lump sum payment, without discount, equal to all previously
unpaid salary payments due under Section 4 through June 30, 2006.




The Company shall pay all amounts and provide all benefits contemplated by this Section 7(a)
as soon as practicable after, but not later than 15 days following, the date of Employee’s
termination.




     (b) Termination By The Company For Cause Or By Employee Other Than For Good
Reason. The Company shall have the right to terminate Employee’s employment at any time
for Cause pursuant to a written notice in accordance with Section 7(d), and Employee shall
have the right to resign at any time other than for Good Reason pursuant to a written notice
of termination. If the Company terminates Employee’s employment for Cause or Employee quits
or resigns other than for Good Reason, the Company’s obligation to pay the amounts payable
and provide the benefits to be provided under this Agreement shall terminate as of the date
of termination, except to the extent already earned by Employee or vested as of such date in
accordance with the relevant plans and agreements or as otherwise provided herein. The
Company shall pay all amounts and provide all benefits contemplated by this Section 7(b) as
soon as practicable after, but no later than 15 days following, the date of Employee’s
termination.




     (c) Disability and Termination by Reason of Death.




	 	(1)	 	Notwithstanding any provision herein to the contrary, the
Company and its affiliates have no obligation to provide long-term disability
benefits to Employee. If Employee becomes Disabled (as hereinafter defined)
during the Transition Period, (i) all salary payments contemplated under this
Agreement shall continue to be paid to Employee under the Company’s regular
payroll practices through June 30, 2006, and (ii) Employee shall be entitled to
receive all non-cash compensation and benefits in accordance with the terms of
the plans and/or agreements under which such non-cash compensation and benefits
were granted or otherwise provided.
	 
	 	(2)	 	Employee’s employment terminates on his death. Upon Employee’s
death during the Transition Period, Employee’s estate shall be entitled to
receive as soon as practicable, but not later than 15 days following, the date
of Employee’s death, the payments and benefits specified in Section 6(b).






     (d) Cause. The term “Cause” shall mean (1) Employee engaging in acts in the
course of his employment with the Company that constitute theft, dishonesty having a
material adverse effect on the Company or any of its affiliates, fraud, or embezzlement, or
Employee being convicted of (or pleading nolo contendere with respect to) a felony or a
crime involving moral turpitude, (2) Employee’s breach of the terms and conditions of
Section 8 of this Agreement (provided that any breach of Section 8(b) or (c) must be a
knowing and intentional breach), (3) Employee’s failure to perform his duties under Section
3(c) in a manner consistent with the performance of such duties prior to the Effective Date,
(4) Employee’s failure to execute, and not revoke, the waiver and release under Section 5(a)
of this Agreement, (5) Employee’s violation of any material policy or



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code of conduct of the Company, or (6) Employee, in carrying out his duties hereunder,
has been guilty of willful, gross negligence or willful, gross misconduct, resulting in
either case in material harm or embarrassment to the Company.




Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for
Cause for purposes of this Agreement unless and until (i) there shall have been delivered to
him a written copy of a resolution or finding that in the good faith opinion of the Board of
Directors Employee has been guilty of Cause and specifying the particulars thereof and (ii)
within 30 days after receiving such notice from the Company, Employee fails to remedy or
otherwise cure the circumstances giving rise to Cause.




     (e) Good Reason. The term “Good Reason” shall mean the Company’s breach of the
terms and conditions under Sections 3(f), 4, 5(a), 6(b), 6(c), 6(d), 9(d), or 9(e) of this
Agreement. Notwithstanding any provision to the contrary, in order for Employee’s
resignation to be deemed for Good Reason, (i) Employee must provide a written notice to the
Company that Employee intends to terminate his employment with the Company, (ii) the written
notice must describe the event Employee claims constitutes Good Reason in reasonable detail
and (iii) within 30 days after receiving such notice from Employee, the Company must fail to
remedy or otherwise cure the circumstances giving rise to Good Reason.




     (f) Disability. Employee shall be “Disabled” or shall have a “Disability”
under this Agreement if (i) Employee is unable to engage in any substantial gainful activity
by reason of any medically determinable physical or mental impairment that can be expected
to result in death or can be expected to last for a continuous period of not less than 12
months or (ii) Employee is receiving income replacement benefits for a period of not less
than three months under an accident and health plan covering the Company’s employees;
provided, however, that in any event Disability shall be defined in accordance with Section
409A of the Internal Revenue Code and related Department of the Treasury guidance
thereunder.




     (g) Notice of Termination. Any termination by the Company or by Employee for
any reason shall be communicated by a written notice of termination to the other party
hereto and shall be given in accordance with Section 9(a). Such notice shall state the
specific termination provision in this Agreement relied upon, and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for termination
under the provision so indicated.




     (h) No Mitigation. Employee shall not be required to mitigate the amount of
any severance payment contemplated by this Agreement, nor shall any such payment be reduced
by any earnings that Employee may receive from any other source.



8. COVENANTS BY EMPLOYEE.





     (a) Property of the Company.




	 	(1)	 	Upon the termination of Employee’s employment for any reason
or, if earlier, upon the Company’s request, Employee shall promptly return all




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	 	 	 	Property (as hereinafter defined) which had been entrusted or made available
to Employee by the Company.
	 
	 	(2)	 	The term “Property” shall mean all records, files, memoranda,
reports, price lists, drawing, plans, sketches, keys, codes, computer hardware
and software and other property of any kind or description prepared, used or
possessed by Employee during Employee’s employment by the Company and Employer
(and any duplicates of any such property) together with any and all
information, ideas, concepts, discoveries, and inventions and the like
conceived, made, developed or acquired at any time by Employee individually or
with others during Employee’s employment which relate to the Company’s
business, products or services.






     (b) Trade Secrets.




	 	(1)	 	The Company promises that it shall provide and make available
to Employee certain Confidential or Proprietary Information (as hereinafter
defined) and Trade Secrets (as hereinafter defined).
	 
	 	(2)	 	Employee shall hold for the benefit of the Company and each of
its affiliates, and shall not directly or indirectly use or disclose, any Trade
Secret that Employee may have acquired pursuant to this Section 8 during the
term of Employee’s employment by the Company and Employer for so long as such
information remains a Trade Secret.
	 
	 	(3)	 	The term “Trade Secret” shall mean information, including, but
not limited to, technical or non-technical data, a formula, a patent, a
compilation, a program, a device, a method, a technique, a drawing, a process,
financial data, financial plans, product plans, or that: (i) derives economic
value, actual or potential, from not being generally known to, and not being
generally readily ascertainable by proper means by other persons who can obtain
economic value from its disclosures or use; and (ii) is the subject of
reasonable efforts by the Company and its affiliates to maintain its secrecy.
	 
	 	(4)	 	This Section 8(b) is intended to provide rights to the Company
which are in addition to those rights the Company has under the common law or
applicable statutes for the protection of trade secrets.






     (c) Confidential Information.




	 	(1)	 	While employed under this Agreement and thereafter, Employee
shall hold for the benefit of the Company and each of its affiliates, and shall
not directly or indirectly use or, except as required by law, disclose, any of
the Company’s or the Company’s affiliates’ Confidential or Proprietary
Information that Employee may have acquired (whether or not developed or
compiled by Employee and whether or not Employee is authorized to have access
to such information) during the term of, and in the course of,





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or as a result of Employee’s employment by the Company or its affiliates.
Furthermore, except as required by law, Employee shall not disclose any of
the discussions or any information or materials relating to and leading up
to the execution of this Agreement.




The term “Confidential or Proprietary Information” shall mean any secret,
confidential or proprietary information of or related to the Company or any
of its affiliates (not otherwise included in the definition of a Trade
Secret under this Agreement), provided that no information shall be
“Confidential or Proprietary Information” if it (a) is or becomes publicly
available other than as a result of a disclosure by Employee, (b) is
independently developed by Employee without the utilization of any
“Confidential or Proprietary Information”, or (c) is or becomes available to
Employee on a non-confidential basis from a source (other than the Company
or its representatives) which, to the knowledge of Employee, is not
prohibited from disclosing such information to Employee by a legal,
contractual or fiduciary obligation to the Company.




     (d) Non-Competition. While he is employed under this Agreement, and thereafter
for a period of 18 months, Employee will not directly or indirectly associate with any
business that is deemed by the Board of Directors of the Company to be a significant
competitor of the Company or any of its affiliates or principal divisions. For purposes of
this Section 8(d), the Board of Directors of the Company, in its sole discretion and acting
in good faith, will determine if a business is a significant competitor of the Company or
any of the Company’s affiliates or principal divisions. The Board of Directors of the
Company shall make such determination within twenty (20) days after Employee notifies the
Company that Employee intends to associate with or is associated with a business that might
be deemed to be a significant competitor of the Company. Employee and Company agree that
significant competitors of the Company include, and not by way of limitation, Beazer Homes
USA, Inc., DR Horton, Inc., Hovnanian Enterprises, Inc., KB Home, Lennar Corporation, MDC
Holdings, Inc., Meritage Homes Corporation, Pulte Homes Inc., NVR, Inc., The Ryland Group,
Inc., Standard Pacific Corp. and Toll Brothers, Inc. For purposes of this Section 8(d),
Employee will not be deemed to be associated with a business if his sole association with
such a business is his ownership of less than 1% of its issued and outstanding capital
stock.




     (e) Non-Solicitation. During the period of Employee’s employment under this
Agreement and thereafter for a period of eighteen (18) months after the termination of
Employee’s employment, Employee covenants and agrees that he will not directly or indirectly
through another entity induce or otherwise attempt to influence any employee of the Company
or its affiliates to leave employment or in any way interfere with the relationship between
the Company or its affiliates and any employee thereof. Further, Employee will not induce
or attempt to induce any customer, supplier, licensee, joint venture partner, shareholder,
licensor or other business relation of the Company or its affiliates to cease doing business
with the Company or its affiliates or in any way interfere with the relationship between the
Company or its affiliates and any such



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customer, supplier, licensee, joint venture partner, shareholder, licensor or business
relation of the Company or its affiliates.




     (f) Non-Disparagement. During the period of Employee’s employment under this
Agreement and at all times thereafter, Employee agrees to refrain from any libel, slander,
defamation or other disparaging comments about the Company, any affiliates, or any current
or former officer, director or employee of the Company or any affiliate, and Employee agrees
not to take any action, or assist any person in taking any other action, that is materially
adverse to the interests of the Company or any affiliate or inconsistent with fostering the
goodwill of the Company and its affiliates, which may tend to injure the business of the
Company; provided, however, that nothing in this Agreement shall apply to or restrict in any
way the communication of information by Employee to any state or federal law enforcement
agency or require notice to the Company thereof, and Employee will not be in breach of the
covenant contained above solely by reason of his testimony which is compelled by process of
law. Furthermore, Employee agrees that he will only participate in interviews about the
Company, its affiliates, or any current or former officer, director or employee of the
Company or any affiliate after receiving permission from the Company and in cooperation with
the Company’s public relations department.




     (g) Covenant Not to Sue. Except as required by law, Employee agrees not to
institute, maintain, or prosecute, or induce or assist in the instigation, commencement,
maintenance, or prosecution of any civil action, suit, or legal proceeding involving any
claim released under this Agreement. Employee will not seek or accept any equitable or
monetary relief in any action, suit, proceeding, or charge filed by him or on his behalf
against the Company, and agrees to opt out of any class action filed against the Company
with respect to any period during which Employee was employed by the Company.




     (h) Injunctive Relief. Employee agrees that the remedy at law for any breach
by him of this Section 8 will be inadequate and that damages flowing from such a breach are
not readily susceptible to being measured in monetary terms. Accordingly, upon a violation
or threaten violation by Employee of any legally enforceable provision of this Section 8,
the Company shall be entitled, in addition to all other rights and remedies, to seek
immediate injunctive relief and may obtain a temporary and permanent injunction or
restraining order enjoining and prohibiting any such further breach or threatened breach,
without posting bond or furnishing similar security. Nothing in this Section 8 or in other
provisions of this Agreement shall be deemed to limit or negate the Company’s remedies at
law or in equity for any breach by Employee of any of the provisions of this Section 8 which
may be pursued by the Company.



9. MISCELLANEOUS.





     (a) Notices. Notices and all other communications shall be in writing and
shall be deemed to have been duly given when personally delivered or when mailed by United
States registered or certified mail. Notices to the Company or Employer shall be sent to
Chief Legal Officer, 2728 North Harwood, Dallas, Texas 75201. Notices and



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communications to Employee shall be sent to Employee’s home address in the Company’s
records.




     (b) No Waiver. Except for the notices described in Section 7, no failure by
any party hereto at any time to give notice of any breach by the other of, or to require
compliance with, any condition or provision of this Agreement shall be deemed a waiver of
any provisions or condition of this Agreement.




     (c) Governing Law. This Agreement shall in all respects be construed according
to the laws of the State of Texas.




     (d) Legal Fees. The Company shall either pay directly or reimburse Employee
immediately upon request for all legal fees incurred by Employee in connection with the
negotiation and preparation of this Agreement. Upon resolution of a dispute under this
Agreement, the reasonable legal fees of the prevailing party shall be paid by the other
party.




     (e) Assignment by the Company. This Agreement shall be binding upon and inure
to the benefit of the Company and any successor to all or substantially all of the business
or assets of the Company. The Company may assign this Agreement to any affiliate or
successor, and no such assignment shall be treated as a termination of Employee’s employment
under this Agreement; provided, however, that in the case of an assignment to an affiliate,
the Company shall not be relieved of its obligations under this Agreement. The Company will
require any successor company (whether direct or indirect, and whether by purchase, merger,
consolidation or otherwise) to all or substantially all of the business or assets of the
Company to expressly assume and to agree to perform this Agreement in the same manner and to
the same extent as the Company, as if no such succession had taken place. Failure of the
Company to obtain such assumption and agreement prior to the effectiveness of any such
succession shall be a breach of this Agreement. As used in this Section 9(e) of the
Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its
business or assets as aforesaid which assumes and agrees to perform this Agreement by
operation of law, or otherwise. Nothing in this Section 9(e) is intended or shall be
construed to limit in any manner the provisions of Section 7(e).




     (f) Assignment by Employee. Employee’s rights and obligations under this
Agreement are personal, and they shall not be assigned or transferred to any person or
entity other than the right to receive payments and benefits which may only be assigned or
transferred to Employee’s estate, heirs, spouse, beneficiaries, legal representatives or
legatees and then only with the Company’s prior written consent, which consent shall not be
unreasonably withheld, conditioned or delayed.




     (g) Withholding. The Company may withhold from any benefit payable under this
Agreement all federal, state, city or other taxes as may be required pursuant to any law or
governmental regulation or ruling.



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     (h) Headings. 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.




     (i) Other Agreements. Except as specifically provided herein, (i) this
Agreement replaces and supersedes any and all previous agreements and understandings
(written or oral) regarding Employee’s employment relationship with the Company and its
affiliates, and this Agreement constitutes the entire agreement of the parties with respect
to such terms and conditions and (ii) nothing in this Section 9(i) is intended or shall be
construed to modify or terminate Employee’s rights under any of the following agreements
between the Company and Employee or the benefit plans pursuant to which such agreements were
executed: (i) restricted stock award agreements, (ii) stock option agreements, (iii)
executive deferred compensation agreements, (iv) incentive compensation award agreements or
(v) the change in control agreement attached hereto as Exhibit D.




     (j) Amendment. No amendment to this Agreement shall be effective unless it is
in writing and signed by the parties hereto.




     (k) Invalidity. If any part of this Agreement is held by a court of competent
jurisdiction to be invalid or otherwise unenforceable, the remaining part shall be
unaffected and shall continue in full force and effect, and the invalid or otherwise
unenforceable part shall be deemed not to be part of this Agreement.




     (l) Enforceability by Beneficiaries. This Agreement shall inure to the benefit
of and be enforceable by the parties hereto and their respective heirs, legal or personal
representatives, permitted assigns and successors and if Employee should die while any
amount would still be payable to him hereunder if he had continued to live, all such amounts
shall be paid in accordance with the terms of this Agreement to Employee’s devisee, legatee
or other designee or, if there is no such designee, to his estate.



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     IN WITNESS WHEREOF, the Company and Employee have executed this Agreement in multiple
originals to be effective as set out above.



	 	 	 	 	 
	 

	 	CENTEX CORPORATION	 	 
	 
	 	 	 	 
	 

	 	 

Timothy R. Eller
	 	 
	 

	 	Chairman & Chief Executive Officer	 	 
	 
	 	 	 	 
	 

	 	Date: February 23, 2006	 	 
	 
	 	 	 	 
	 

	 	EMPLOYEE	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	Date: February 23, 2006	 	 






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