exv10w2



 





Exhibit No. 10.2




Employee Restricted Stock

2003 Plan




FY 2006 Award



Dear ___:




     Effective May ___, 2006 you have been awarded ___shares of the common stock, par value $.25
per share, of Centex Corporation (the “Company”). This award (the “Award”) is made pursuant to,
and subject to the terms and conditions of, the Centex Corporation 2003 Equity Incentive Plan (as
such plan may be amended from time to time, the “Plan”). The Shares awarded hereby constitute
Shares of Restricted Stock under the Plan. A copy of the Plan is available to you upon request to
the Law Department.



     This Award will vest at the rate of 33 1/3% per year in each of March 31, 2007, March 31,
2008, and March 31, 2009. The amounts and dates are shown below:



	 	 	 	 	 
	___shares on 03/31/2007
	 	___shares on 03/31/2008
	 	___shares on 03/31/2009






     The restrictions set forth in the Plan and this Award will terminate coterminously with
the vesting described above, unless earlier terminated as described in the Plan or this Award. The
date on which the restrictions terminate as to vested shares is called the “Lapse Date”. Vested
Shares of Restricted Stock will become freely transferable on the day following the related Lapse
Date.



     You will forfeit all unvested Shares of Restricted Stock if, prior to the Lapse Date, you
cease for any reason to be an employee of at least one of the employers in the group of employers
consisting of the Company and its Affiliates. However, the restrictions set forth in the Plan and
this Award will terminate immediately and all of the shares covered by this Award will immediately
vest in the event of your death or permanent disability. Whether you have suffered a permanent
disability will be determined by the Committee, in its sole and absolute discretion. In the event
of your death, the person or persons to whom the Shares of Restricted Stock have been validly
transferred pursuant to will or the laws of descent and distribution will have all rights to the
Shares of Restricted Stock.



     The Company may cancel and revoke this Award and/or replace it with a revised award at any
time if the Company determines, in its good faith judgment, that this Award was granted in error or
that this Award 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 Award shall immediately terminate. If the Company
replaces this Award with a revised award, then you will have all of the benefits conferred under
the revised award, effective as of such time as the revised award goes into effect.



     This Award is subject to the Plan, and the Plan will govern where there is any inconsistency
between the Plan and this Award. 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 May ___, 2006.



	 	 	 
	ACCEPTED

	 	CENTEX CORPORATION
	as of May ___, 2006
	 	 
	 
	 	 
	 

	 	 
	[Name]

	 	[Name]
	 

	 	[Title]