exv10w3



 





EXHIBIT 10.3










PLEASE SIGN & RETURN




Dear                     :




As we reviewed at the Board of Directors meeting last week, each non-employee
director was awarded                      restricted shares of the common stock for
director service. Here are the legal details of that award. Please sign both
copies of this letter and return one in the enclosed envelope for our files.




	•	 	Your award (the “Award”) consists of Shares of Restricted
Stock, par value $.25 per share, of Centex Corporation (the
“Company”). It is being made out of the Centex Corporation
2003 Equity Incentive Plan (the “Plan”).
	 
	•	 	The restrictions in the Plan and your Award terminate on
                    , unless they end at an earlier time as
described in the Plan or your Award. The date that the
restrictions terminate is called the “Lapse Date.” The Shares
of Restricted Stock will be freely transferable on the day
after the Lapse Date. You will forfeit your Shares if, before
the Lapse Date, (i) you cease to be a director for any reason
or (ii) you engage in, or have an interest (as stockholder,
director, officer, employee, agent, partner or otherwise) in,
any entity that engages in any business activity in the United
States that the Company or any of its Affiliates is engaged at
any time from the date of this Award to the date you cease to
be a director. This restriction does not apply if you own 1%
or less of any class of equity securities of a publicly traded
entity, or if your participation or interest in a business
activity results in annual revenues to you or that entity of
$500,000 or less.
	 
	•	 	The restrictions in the Plan and this Award terminate
immediately (i) upon your retirement, (ii) if there is a change
in control of the Company, as defined in the Plan, or (iii) if
you die or are permanently disabled. “Retirement” means the end
of your current term as director if you cannot stand for
re-election because you have reached the age of 70, or your
voluntary resignation from the Board with the consent of a
majority of the other directors. Whether you have suffered a
permanent disability will be determined by the Committee. In
the event of your death, your Shares will be transferred
pursuant to will or the laws of descent and distribution and
the recipients will have all rights to the Shares of Restricted
Stock.
	 
	•	 	You and the Company can extend the vesting period for your
Award to the earlier of (i) the date that you retire from the
Board, or (ii) a future date selected by you, so long as you
and the Company agree to the extension before the original
three-year vesting period provided for in this Award comes to
an end.
	 
	•	 	This Award is subject to the Plan, and the Plan will govern if
there is any inconsistency between the Plan and this Award. If
you need a copy of the Plan, the Law Department can provide
one. The provisions of the Plan are also provisions of this
Award, and all terms, provisions and definitions set forth in
the Plan are incorporated in this Award and made a part of this
Award for all purposes. Capitalized terms used but not defined
in this Award will have the meanings assigned to such terms in
the Plan.
	 
	•	 	This Award has been signed in duplicate by the Company and
delivered to you, and (when you sign below) has been accepted
by you effective as of
                    .





	 	 	 
	ACCEPTED BY
GRANTEE
	 	CENTEX CORPORATION
	as of                     
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	
 

	 	
 
	

	 	Timothy R. Eller
	

	 	Chairman & Chief Executive Officer