exv10w2






Exhibit 10.2




AMENDMENT




     This Amendment is entered into by and between Centex Corporation (the “Company”) and
                     (the “Executive”) effective as of October ___, 2008.



     WHEREAS, the Company and the Executive entered into that certain Agreement dated as of
                    , 200x (the “Agreement”) under which the Company agreed to provide certain benefits to
the Executive in the event of a change in control of the Company; and



     WHEREAS, the Company and the Executive wish to amend the Agreement for compliance with Section
409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations and other
guidance thereunder;



     THEREFORE, in order to accomplish these objectives, the parties agree that the Agreement is
hereby amended as follows:



     1. The next to the last sentence of Subsection (a) of Section 1 of the Agreement is hereby
amended to read in its entirety as follows:




“The reduction of the amounts payable to the Executive, if applicable, shall be made
(1) by first eliminating the acceleration of vesting of any stock options for which
the exercise price is more than 105% of the then market price (and if there is more
than one option award so outstanding by the Executive, then the one that is most
“under water” shall be reduced first, and so on), (2) by second reducing the
payments under the Company’s long term performance units (and if there be more than
one such award held by the Executive, by reducing the awards in the reverse order of
the date of their award (with the most recent award reduced first and the oldest
award reduced last)), (3) by third reducing the payments (if any) under the
Company’s 2003 Annual Incentive Compensation Plan as may be in effect from time to
time, (4) by fourth reducing any annual bonus under any annual incentive bonus plan
as may be in effect from time to time, and (5) finally by reducing any other
Payments that are not subject to Code Section 409A.”



     2. Section 1(b) of the Agreement is hereby amended to add the following sentence to the end
thereof:




“Notwithstanding the foregoing, in no event shall any Gross-Up Payment or
Underpayment be paid to the Executive later than the end of the calendar year
following the calendar year in which the Executive remits the related taxes.”



     3. Subsection (c) of Section 1 of the Agreement is hereby amended to add the following as the
sixth and seventh sentences of such subsection (immediately after the sentence that concludes with
the phrase “payment of costs and expenses”):




“The payment of costs and expenses shall be made no later than the end of the
calendar year following the calendar year in which the taxes that are the subject of
the contest are remitted to the taxing authority, or where as a result of such
contest
no taxes are remitted, the end of the calendar year following the calendar year in



 









 






which the audit is completed or there is a final and nonappealable settlement or
other resolution of the litigation. Any Excise Taxes or income taxes imposed as a
result of such representation and payment of costs and expenses shall be reimbursed
to the Executive no later than the end of the calendar year next following the
calendar year in which the Executive remits the related taxes.”



     4. Subsection (c) of Section 1 of the Agreement is hereby amended to add the following as the
next to the last sentence of such subsection:




“Any Excise Taxes or income taxes imposed with respect to or in connection with such
payment shall be reimbursed to the Executive no later than the end of the calendar
year next following the calendar year in which the Executive remits the related
taxes.”



     5. Subsection (f) of Section 1 of the Agreement is hereby amended to add the following as the
first definition in such subsection (and the remaining definitions in such subsection shall be
renumbered accordingly):




“(i) “Code Section 409A” means Section 409A of the Code and the Treasury Regulations
and other Guidance thereunder.”



     6. The third sentence of Section 3 of the Agreement is hereby deleted and the following
sentences are hereby added in replacement thereof:




“The Company agrees to pay as incurred (within 10 days following the Company’s
receipt of an invoice from the Executive), to the full extent permitted by law, all
legal fees and expenses that the Executive may reasonably incur during the
Executive’s lifetime as a result of any contest (regardless of the outcome thereof)
by the Company, the Executive or others of the validity or enforceability of, or
liability under, any provision of this Agreement or any guarantee of performance
thereof (including as a result of any contest by the Executive about the amount of
any payment pursuant to this Agreement). The Executive shall provide to the Company
an invoice for any such fees and expenses within 60 days of incurring such fees and
expenses. Any payment in relation to such fees or expenses shall be made as soon as
administratively possible after receiving such invoice, but in any event no later
than the last day of the calendar year following the calendar year in which the fee
or expense was incurred. Further, the amount of fees and expenses eligible for
payment or reimbursement during the calendar year shall not affect the fees and
expenses eligible for payment in any other calendar year.”



     7. A new Section 5 is hereby added to the Agreement to read in its entirety as follows (and
the subsequent remaining sections of the Agreement shall be renumbered accordingly):




“5. Code Section 409A. Any provision of this Agreement to the contrary
notwithstanding, if any payment or benefit hereunder constitutes the deferral of
compensation subject to Code Section 409A and the Executive is a “specified



 









 






employee” (as defined by the Company in accordance with Code Section 409A) as of the
date of his or her “separation from service” (as defined by the Company in
accordance with Code Section 409A), no payment on account of the Executive’s
separation from service may be made with respect to the Executive before the date
that is six months after the Executive’s separation from service (or, if earlier
than the end of the six-month period, the date of the Executive’s death). In such
case, any payment that would be made within such six-month period will be
accumulated and paid in a single lump sum on the on the earliest business day that
complies with the requirements of Code Section 409A. For purposes of Code Section
409A, each payment amount or benefit due under this Agreement shall be considered a
separate payment and the Executive’s entitlement to a series of payments or benefits
under this Agreement is to be treated as an entitlement to a series of separate
payments.”



     IN WITNESS WHEREOF, the Executive and the Company have caused this Amendment to be executed as
of the date first specified above.



	 	 	 	 	 
	 	CENTEX CORPORATION

 	 
	 	By:  	 	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 	 	 
	 

	 

[Name]