exv10w4



 





EXHIBIT 10.4







	 	 	 
	YOUR FILE COPY

	 	Option to Employees
	

	 	1998 Plan







FY           Award




     Dear «FullName»:



     Effective                      you have been granted a Non-qualified Option to
purchase up to                     shares of the common stock, par value $.25 per
share, of Centex Corporation (the “Company”) for $           per share (the
“Option”). This Option is granted under the Centex Corporation Amended and
Restated 1998 Stock Option Plan (as such plan may be amended from time to time,
the “Plan”). A copy of the Plan is available to you upon request to the Law
Department during the term of this Option. This Option will terminate upon the
close of business on                     , unless earlier terminated as described herein
or in the Plan. This Award will vest at the rate of           % per quarter in fiscal
year           ,           % per quarter in fiscal year            and           % per quarter in fiscal
year           . The amounts and dates are shown below:



     If for any reason you cease to be an employee of at least one of the
employers in the group of employers consisting of the Company and its
Affiliates (i) this Option will immediately terminate as to any unvested
portion on the date of such cessation and (ii) any portion of this Option
vested but not exercised by you on or before such date of cessation may be
exercised after such date only as provided in the Plan. However, if you are a
Full Time Employee and you retire from all employment with the Company and its
Affiliates before this Option has fully vested and at the time of your
retirement you are age 55 or older, you have at least 10 Years of Service and
the sum of age and Years of Service equals at least 70, then this Option will
immediately vest upon termination of employment (“Vested Retirement”). You
will have 12 months to exercise this Option following the date of such Vested
Retirement.



     The Company may cancel and revoke this Option and/or replace it with a
revised option at any time if the Company determines, in its good faith
judgment, that this Option was granted to you in error or that this Option
contains an error. In the event of such determination by the Company, and
written notice thereof to you at your business or home address, all of your
rights and all of the Company’s obligations as to any unvested portion of this
Option shall immediately terminate. If the Company replaces this Option with a
revised option, then you will have all of the benefits conferred under the
revised option, effective at such time as the new option goes into effect.



     This Option is subject to the Plan, and the Plan will govern where there
is any inconsistency between the Plan and this Option. The provisions of the
Plan are also provisions of this Option, and all terms, provisions and
definitions set forth in the Plan are incorporated in this Option and made a
part of this Option for all purposes. Capitalized terms used but not defined in
this Option will have the meanings assigned to such terms in the Plan. This
Option has been signed in duplicate by Centex Corporation and delivered to you,
and (when you sign below) has been accepted by you effective as of
                    .



	 	 	 
	ACCEPTED

	 	CENTEX CORPORATION
	as of                     
	 	 
	 
	 	 
	
 

	 	
 
	Full Name

	 	Timothy R. Eller
	

	 	Chairman & Chief Executive Officer