exv10w3





Exhibit 10.3


AMENDMENT TO AWARD AGREEMENT



The following Resolution was adopted by the Compensation and Management Development Committee of
Centex Corporation on October 8, 2008 and is deemed to be an amendment to the Exhibit A attached
to the outstanding Award Agreement between the Company and the various awardees relating to the
3-Year Performance Award — May 2007, effective December 31, 2008:





     WHEREAS, 3-Year Performance Awards were granted to certain employees of the
Company effective May 17, 2007; and




     WHEREAS, Exhibit A to the Award Agreement related to the 3-Year Performance
Awards (“Exhibit A”) provides in Section 3(d) that the Company may, without the
participant’s consent, modify or amend the Award to the extent it reasonably
determines is necessary to preserve intended tax consequences in light of Section
409A; and




     WHEREAS, the Company has determined that amendments to the 3-Year Performance
Awards are needed for purposes of Section 409A;




     THEREFORE, BE IT RESOLVED, that pursuant to Section 3(d) of Exhibit A to the
Award Agreement for the 3-Year Performance Awards — May 2007 granted effective as of
May 17, 2007, each Exhibit A is hereby amended, effective as of December 31, 2008,
in the following respects only:




     FIRST: The second sentence of Section 1(c) of Exhibit A is hereby
amended to read in its entirety as follows:




Except as provided in Section 2, payment of amounts due under this Award
shall be made to you in June 2010 (the “Payout Date”) in accordance with the
provisions of Section 10(d) of the Plan.




     SECOND: The last sentence of Section 2(c) of Exhibit A is hereby
amended to read in its entirety as follows:




The value of the adjusted number of Performance Units, using the Fair Market
Value as of the effective date of the termination of employment, shall be
paid on the earlier of the Payout Date or your Separation from Service in
accordance with the provisions of Section 10(d) of the Plan; provided that
your payment will be subject to the delay as set out in Section 10(e) of the
Plan if you are paid on account of your Separation from Service and you are
a Specified Employee on the date of your Separation from Service.




     THIRD: The last sentence of Section 2(d) of Exhibit A is hereby
amended to read in its entirety as follows:




The value of your Performance Units that are not forfeited under this
subsection, using the Target Payout levels and the original grant value
share price, shall be paid on the earlier of the Payout Date or your
Separation from Service in accordance with the provisions of



 









 






Section 10(d) of the Plan; provided that your payment will be subject to the
delay as set out in Section 10(e) of the Plan if you are paid on account of
your Separation from Service and you are a Specified Employee on the date of
your Separation from Service.




     FOURTH: The last sentence of Section 2(e) of Exhibit A is hereby
amended to read in its entirety as follows:




The Performance Units that are not forfeited under this subsection shall be
adjusted upward or downward by the applicable Performance Percentage based
on the Company’s most recent quarterly estimate of the Company’s achievement
of the Performance Goals, and the value of the adjusted number of
Performance Units, using the Fair Market Value as of the date of the
Retirement, shall be paid on the earlier of the Payout Date or your
Separation from Service in accordance with the provisions of Section 10(d)
of the Plan; provided that your payment will be subject to the delay as set
out in Section 10(e) of the Plan if you are paid on account of your
Separation from Service and you are a Specified Employee on the date of your
Separation from Service.




     FIFTH: The last sentence of Section 2(h) of Exhibit A is hereby
amended to read in its entirety as follows:




Payment of the amount due to you under this Award shall be made to you upon
the Change in Control in accordance with the provisions of Section 10(d) of
the Plan.