ex10-1.htm


    
Exhibit
10.1

    
CENTEX
CORPORATION 2003 EQUITY INCENTIVE PLAN

     

    (Amended
and Restated Effective February 11, 2009)

    
 

     

    1.    Plan

     

    The
Centex Corporation 2003 Equity Incentive Plan (the “Plan”) was adopted by the
Corporation to reward certain key Employees of the Corporation and its
Affiliates and Non-employee Directors of the Corporation by providing for
certain cash benefits and by enabling them to acquire shares of Common Stock of
the Corporation.

     

    2.    Objectives

     

    (a)           Purpose.  The
purpose of this Centex Corporation 2003 Equity Incentive Plan is to further the
interests of the Corporation and its shareholders by providing incentives in the
form of Awards to key Employees and Non-employee Directors who can contribute
materially to the success and profitability of the Corporation and its
Affiliates. Such Awards will recognize and reward outstanding performances and
individual contributions and give Participants in the Plan an interest in the
Corporation parallel to that of the shareholders, thus enhancing the proprietary
and personal interest of such Participants in the Corporation’s continued
success and progress. This Plan will also enable the Corporation and its
Affiliates to attract and retain such Employees and Non-employee
Directors.

     

    (b)           IRC Section 409A.  The
Plan and Awards granted hereunder are intended to comply with or be exempt from
the requirements of Code Section 409A, and shall be interpreted and administered
in a manner consistent with those intentions.  Any provision of this
Plan to the contrary notwithstanding, Grandfathered Awards shall not be governed
by the provisions of this amended and restated Plan but instead shall continue
to be governed by the provisions of the Plan as in effect on December 31,
2007.

     

    3.    Definitions

     

    As used
herein, the terms set forth below shall have the following respective
meanings:

     

    “Affiliate” means a Subsidiary or Joint Venture;
provided, however, that a Subsidiary or Joint Venture shall be considered an
Affiliate only if the Subsidiary or Joint Venture would be aggregated and
treated as a single employer with the Corporation under Code Section 414(b)
(controlled group of corporations) or Code Section 414(c) (group of trades or
businesses under common control), as applicable, but in applying such Code
Sections, an ownership threshold of 50% shall be used as a substitute for the
80% minimum ownership threshold that appears in, and otherwise must be used when
applying, the applicable provisions of (a) Code Section 1563 and the regulations
thereunder for determining a controlled group of corporations under Code Section
414(b), and (b) Treasury Regulation § 1.414(c)-2 for determining the trades
or businesses that are under common control under Code
Section 414(c).

     

    “Authorized Officer” means the
Chief Executive Officer of the Corporation (or any other senior officer of the
Corporation to whom he or she shall delegate the authority to execute any Award
Agreement, where applicable).

     

    “Award” means an Employee Award
or a Director Award, and does not include a Grandfathered
Award.


    
      
         


      

      
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    “Award Agreement” means a
written agreement setting forth the terms, conditions and limitations applicable
to an Award, to the extent the Committee determines such agreement is
necessary.

     

    “Board” means the Board of
Directors of the Corporation.

     

    “Black-Scholes Value” means the
formula given by the option pricing model of such name used to calculate the
theoretical fair value of a stock option at any given time.

     

    “Change in Control” means,
unless otherwise defined by the Committee, a change in control of a nature that
would be required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A promulgated under the Securities Exchange Act of 1934, as
amended, whether or not the Corporation is then subject to such reporting
requirement; provided, that, without limitation, such a change in control shall
be deemed to have occurred if:

     

    (i)    a third
person, including a “Group” as defined in Section 13(d)(3) of the Exchange Act,
becomes the beneficial owner of Common Stock having fifty (50) percent or more
of total number of votes that may be cast for the election of Directors;
or

     

    (ii)    as a
result of, or in connection with, a contested election for Directors, persons
who were Directors immediately before such election shall cease to constitute a
majority of the Board;

     

    provided,
however, that no Change in Control shall be deemed to have occurred with respect
to paragraph 10 unless such event constitutes an event specified in Code
Section 409A(a)(2)(A)(v) and the Treasury Regulations and other guidance issued
under or related to Section 409A of the Code.

     

    “Code” means the Internal
Revenue Code of 1986, as amended from time to time.

     

    “Code Section 409A” means Section 409A of the Code and
all applicable regulations and other guidance issued under or related to Section
409A of the Code.

     

    “Committee” means the
independent Compensation Committee of the Board as is designated by the Board to
administer the Plan; provided, however, that with respect to Director Awards,
“Committee” shall mean the Board.

     

    “Common Stock” means Centex
Corporation common stock, par value $.25 per share.

     

    “Corporation” means Centex
Corporation, a Nevada corporation, or any successor thereto.

     

    “Director” means an individual
who is a member of the Board.

     

    “Director Award” means any
Option, Stock Appreciation Right, Stock Award or Performance Award granted,
whether singly, in combination or in tandem, to a Participant who is a
Non-employee Director pursuant to such applicable terms, conditions and
limitations (including treatment as a Performance Award) as the Committee may
establish in order to fulfill the objectives of the Plan.

     

    “Disability” means a disability
determination in accordance with the terms of the Long Term Disability Plan of
Centex Corporation, provided that with respect to Awards that are subject to
Code Section 409A, the Participant also must meet one of the following
conditions:


    
      
         


      

      
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    (a)            the
Participant is unable to engage in any substantial gainful activity by reason of
a medically determinable physical or mental impairment that can be expected to
result in death or can be expected to last for a continuous period of not less
than 12 months; or

     

    (b)            the
Participant is, by reason of any medically determinable physical or mental
impairment that can be expected to result in death or can be expected to last
for a continuous period of not less than 12 months, receiving income replacement
benefits for a period of not less than three months under an accident and health
plan covering employees of the Participant’s Employer.

     

    “Dividend Equivalents” means,
with respect to Stock Units or shares of Restricted Stock that are to be issued
at the end of the Restriction Period, an amount equal to all dividends and other
distributions (or the economic equivalent thereof) that are payable to
stockholders of record during the Restriction Period on a like number of shares
of Common Stock.

     

    “Employee” means an employee of
the Corporation or any of its Affiliates.

     

    “Employee Award” means any
Option, Stock Appreciation Right, Stock Award, or Performance Award granted,
whether singly, in combination or in tandem, to a Participant who is an Employee
pursuant to such applicable terms, conditions and limitations (including
treatment as a Performance Award) as the Committee may establish in order to
fulfill the objectives of the Plan.

     

    “Employee Director” means an
individual serving as a member of the Board who is an Employee of the
Corporation or any of its Affiliates.

     

    “Employer” means the
Corporation and any Affiliate.

     

    “Equity Award” means any
Option, Stock Appreciation Right, Stock Award, or Performance Award (other than
a Performance Award denominated in cash) granted to a Participant under the
Plan.

     

    “Exchange Act” means the
Securities Exchange Act of 1934, as amended.

     

    “Fair Market Value” of a share
of Common Stock means, as of a particular date, (i)(A) if Common Stock is listed
on a national securities exchange, the closing price per share of such Common
Stock, as reported on the consolidated transaction reporting system for the New
York Stock Exchange or such other national securities exchange on which the
Common Stock is listed that is at the applicable time the principal market for
the Common Stock, or any other source selected by the Committee, or, if there
shall have been no such sales so reported on that date, on the last preceding
date on which such a sale was so reported, (B) if Common Stock is not so listed,
the mean between the closing bid and asked price of Common Stock on that date,
or, if there are no quotations available for such date, on the last preceding
date on which such a quotation was reported, as reported on a recognized
quotation system selected by the Committee, or, if not so reported, then as
reported by The Pink Sheets LLC (or a similar organization or agency succeeding
to its functions of reporting prices), or (C) if Common Stock is not publicly
traded, the most recent value determined by an independent appraiser appointed
by the Corporation for such purpose, or (ii) if applicable, the price per share
as determined in accordance with the procedures of a third party administrator
retained by the Corporation to administer the Plan.  Any determination
of Fair Market Value shall be consistent with Code Section 409A to the extent
applicable.

     

    “Family Member” means a
Participant’s spouse and any parent, stepparent, grandparent, child, stepchild
or grandchild of the Participant, including adoptive relationships, or a trust,
family limited partnership or any other entity in which these persons (with or
without the Participant) have more than 50% of the beneficial
interest.

     

    
      
         


      

      
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    “Full Time Employee” means a
person actively and regularly engaged in work at least 40 hours a
week.

     

    “Grandfathered Awards” means
all Awards made pursuant to the Plan that were earned and vested on or before
December 31, 2004.  Grandfathered Awards are subject to the provisions
of paragraph 2(b).

     

    “Grant Date” means the date an
Award is granted to a Participant pursuant to the Plan.  The Grant
Date for a substituted award is the Grant Date of the original
award.

     

    “Grant Price” means the price
at which a Participant may exercise his or her right to receive cash or Common
Stock, as applicable, under the terms of an Award.

     

    “Joint Venture” means any joint
venture, partnership, limited liability company or other non-corporate entity in
which the Corporation has at least a 50% ownership, voting, capital or profits
interests (in whatever form).

     

    “Non-employee Director” means
an individual serving as a member of the Board who is not an Employee of the
Corporation or any of its Affiliates.

     

    “Option” means a right to
purchase a specified number of shares of Common Stock at a specified Grant
Price, which is not intended to comply with the requirements set forth in
Section 422 of the Code.

     

    “Participant” means an Employee
or Non-employee Director to whom an Award has been granted under this
Plan.

     

    “Performance Award” means an
Award made pursuant to this Plan that is subject to the attainment in the future
of one or more Performance Goals.

     

    “Performance Goal” means a standard
established by the Committee, to determine in whole or in part whether a
Qualified Performance Award shall be earned.

     

    “Qualified Performance Award”
means a Performance Award made to a Participant who is an Employee that is
intended to qualify as qualified performance-based compensation under Section
162(m) of the Code, as described in paragraph 8(a)(iv)(B) of the
Plan.

     

    “Restricted Stock” means Common
Stock that is restricted or subject to forfeiture provisions.

     

    “Restriction Period” means a
period of time beginning as of the Grant Date of an Award of Restricted Stock
and ending as of the date upon which the Common Stock subject to such Award is
no longer restricted or subject to forfeiture provisions.

     

    “Retirement” means the
Participant’s voluntary Separation from Service and, where the context
indicates, includes Vested Retirement.  Calculation of eligibility for
Retirement shall be based on whole Years of Service on the date as of which the
calculation is being made.  Any partial years shall be
disregarded.

     

    “Separation from Service” means a termination of services
provided by a Participant to his or her Employer (as defined below), whether
voluntarily or involuntarily, as determined by the Committee in accordance with
Treasury Regulation § 1.409A-1(h).  In determining whether a Participant
has incurred a Separation from Service, the following provisions shall
apply:

     

    
      
         


      

      
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    (a)           For
a Participant who provides services to an Employer as an employee, except as
otherwise provided in this definition, a Separation from Service will occur when
such Participant has experienced a termination of employment with the Employer.
 A Participant will be considered to have experienced a termination of
employment when the facts and circumstances indicate that the Participant and
his or her Employer reasonably anticipate that either (A) no further services
will be performed for the Employer after a certain date, or (B) that the level
of bona fide services the Participant will perform for the Employer after such
date (whether as an employee or as an independent contractor) will permanently
decrease to no more than 331⁄3 percent of the average level of bona fide services
performed by the Participant (whether as an employee or an independent
contractor) over the immediately preceding 36-month period (or the full period
of services to the Employer if the Participant has been providing services to
the Employer less than 36 months).


     

    If a
Participant is on military leave, sick leave, or other bona fide leave of
absence, the employment relationship between the Participant and the Employer
will be treated as continuing, provided that the period of the leave of absence
does not exceed 6 months, or if longer, so long as the Participant has a right
to reemployment with the Employer under an applicable statute or by contract.
 If the period of a military leave, sick leave, or other bona fide leave of
absence exceeds 6 months and the Participant does not have a right to
reemployment under an applicable statute or by contract, the employment
relationship will be considered to be terminated for purposes of this Plan as of
the first day immediately following the end of such 6-month period.  In
applying the provisions of this paragraph, a leave of absence will be considered
a bona fide leave of absence only if there is a reasonable expectation that the
Participant will return to perform services for the Employer.

     

    (b)           For
a Participant who provides services to an Employer as an independent contractor,
except as otherwise provided in this definition, a Separation from Service will
occur upon the expiration of the contract (or in the case of more than one
contract, all contracts) under which services are performed for the Employer,
provided that the expiration of such contract or contracts is determined by the
Committee to constitute a good-faith and complete termination of the contractual
relationship between the Participant and the Employer.

     

    (c)           For
a Participant who provides services to an Employer as both an employee and an
independent contractor,
a Separation from Service generally will not occur until the Participant
has ceased providing services for the Employer as both as an employee and as an
independent contractor, as determined in accordance with the provisions set
forth in subparagraphs (a) and (b) of this definition, respectively.  If a
Participant either (i) ceases providing services for an Employer as an
independent contractor and begins providing services for such Employer as an
employee, or (ii) ceases providing services for an Employer as an employee and
begins providing services for such Employer as an independent contractor, the
Participant will not be considered to have experienced a Separation from Service
until the Participant has ceased providing services for the Employer in both
capacities, as determined in accordance with the applicable provisions set forth
in subparagraphs (a) and (b) of this definition. 

     

    Notwithstanding
the foregoing provisions in this subparagraph (c), if a Participant provides
services for an Employer as both an employee and as a member of the board of
directors of an Employer, to the extent permitted by Treasury Regulation §
1.409A-1(h)(5), the services provided by the Participant as a director will not
be taken into account in determining whether the Participant has experienced a
Separation from Service as an employee, and the services provided by the
Participant as an employee will not be taken into account in determining whether
the Participant has experienced a Separation from Service as a
director.

     

    
      
         


      

      
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    (d)           In
addition, notwithstanding the provisions of this definition, where as part of a
sale or other disposition of substantial assets by an Employer to an unrelated
buyer, a Participant would otherwise experience a Separation from Service as
defined above, the Employer and the buyer shall retain the discretion to
specify, and may specify, that a Participant performing services for an Employer
immediately before the asset purchase transaction and providing services to the
buyer after and in connection with the asset purchase transaction shall not
experience a Separation from Service for purposes of this Plan and the
Participant shall be bound by same, provided that such transaction and the
specification meet the requirements of Code Section 409A

     

    (e)           For
purposes of this definition, “Employer” means:

     

          (i)   The entity for whom
the Participant performs services and with respect to which the legally binding
right to an Award or payment under an Award arises; and

     

    (ii)   All other entities
with which the entity described in subparagraph (e)(i) of this definition would
be aggregated and treated as a single employer under Code Section 414(b)
(controlled group of corporations) and Code Section 414(c) (group of trades or
businesses under common control), as applicable.  To identify the
group of entities described in the preceding sentence, an ownership threshold of
50% shall be used as a substitute for the 80% minimum ownership threshold that
appears in, and otherwise must be used when applying, the applicable provisions
of (A) Code Section 1563 and the regulations thereunder for determining a
controlled group of corporations under Code Section 414(b), and (B) Treasury
Regulation § 1.414(c)-2 for determining the trades or businesses that are under
common control under Code Section 414(c).

     

    “Specified Employee” means any
Participant who is determined to be a “key employee” (as defined under Code
Section 416(i) without regard to paragraph (5) thereof) for the applicable
period, as determined by the Corporation in accordance with Treasury Regulation
§ 1.409A-1(i).

     

    “Stock Appreciation Right” or
“SAR” means a right
granted to a Participant pursuant to paragraph 8(a)(ii) of the
Plan.

     

    “Stock Award” means an Award in
the form of shares of Common Stock or Stock Units, including an award of
Restricted Stock.

     

    “Stock Unit” means a unit equal
to one share of Common Stock (as determined by the Committee) granted to either
an Employee or a Non-employee Director.

     

    “Subsidiary” means any
corporation of which the Corporation directly or indirectly owns shares
representing 50% or more of the combined voting power of the shares of all
classes or series of capital stock of such corporation which have the right to
vote generally on matters submitted to a vote of the stockholders of such
corporation.

     

    “Vested Retirement” means the voluntary termination of all employment by a
Participant (excluding a Non-employee Director) who is a Full Time Employee from
the Employer at any time after the Participant is age 55 or older, has at
least 10 Years of Service and the sum of age and Years of Service equals at
least 70.  Calculation of eligibility for Vested Retirement shall be
based on whole years of age and Years of Service on the date as of which the
calculation is being made.  Any partial years shall be
disregarded.

     

    
      
         


      

      
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    “Years of Service” means the Participant’s years of employment with an
Employer.  A Participant shall be credited with a Year of Service on
each anniversary of the date on which he or she was first employed with an
Employer, provided that the Participant continues to be employed by an Employer
on such anniversary date.

     

    4.    Eligibility

     

    (a)           Employees.  Employees
eligible for the grant of Employee Awards under this Plan are those Employee
Directors and Employees who hold positions of responsibility and whose
performance, in the judgment of the Committee, can have a significant effect on
the success of the Corporation and its Affiliates.  Notwithstanding
the foregoing, Employees of Affiliates that are not considered a single employer
with the Corporation under Code Section 414(b) or Code Section 414(c) shall not
be eligible to receive Employee Awards that are subject to Code Section 409A
until the Affiliate adopts this Plan as a participating employer in accordance
with paragraph 23.

     

    (b)          Directors.  Members
of the Board eligible for the grant of Director Awards under this Plan are those
who are Non-employee Directors.

     

    5.    Common Stock Available for Awards

     

    Subject
to the provisions of paragraph 15 hereof, no Award shall be granted if it shall
result in the aggregate number of shares of Common Stock issued under the Plan
plus the number of shares of Common Stock covered by or subject to Awards then
outstanding (after giving effect to the grant of the Award in question) to
exceed 4,834,470 shares (less any shares used, and plus any shares that become
available for grant, under the terms of this Plan, from May 8, 2008 until July
10, 2008).  With respect to Awards made after July 10, 2008, and for
purposes of shares available for grant under the preceding sentence, (a) shares
of Common Stock issued in connection with (i) the exercise of an Option shall be
counted as 1.0 shares against shares available for grant for every one share of
Common Stock issued in connection with such Option, and (ii) any Award to be
settled in shares, other than an Option or a stock-settled Stock Appreciation
Right (and other than any Award settled in cash), shall be counted as 1.4 shares
against shares available for grant for every one share of Common Stock issued in
connection with such Award, and (b) shares of Common Stock subject to a Stock
Appreciation Right that may be settled in Common Stock shall be counted as 1.0
shares against shares available for grant for every one share of Common Stock
subject to such stock-settled SAR.  For purposes of clarification,
Awards that may be settled only in cash shall not count against the number of
shares of Common Stock available for grant under the Plan.  The number
of shares of Common Stock that are the subject of Awards under this Plan that
are forfeited or terminated, expire unexercised, are settled in cash in lieu of
Common Stock or are exchanged for Awards that do not involve Common Stock, shall
again immediately become available for Awards hereunder.  After July
10, 2008, the net exercise of an Option (or a number less than the total number
of shares covered by the Option) will reduce the number of shares of Common
Stock available for issuance under this Plan by the entire number of shares of
Common Stock subject to the Option (or the portion thereof that shall have been
exercised), even though a smaller number of shares of Common Stock will actually
be issued upon such an exercise.  Also, after July 10, 2008, shares of
Common Stock tendered or withheld to pay the exercise price of an Option, or to
satisfy a tax withholding obligation arising in connection with the exercise of
an Option or settlement of a stock-settled Stock Appreciation Right or the
vesting or payout of a Stock Award, will not become available for grant or sale
under the Plan.  Shares of Common Stock delivered under the Plan in
settlement, assumption or substitution of outstanding awards or obligations to
grant future awards under the plans or arrangements of another entity shall not
reduce the maximum number of shares of Common Stock available for delivery under
the Plan, to the extent that such settlement, assumption or substitution is a
result of the Corporation or an Affiliate acquiring another entity or an
interest in another entity.  The Committee may from time to time adopt
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    observe
such procedures concerning the counting of shares against the Plan maximum as it
may deem appropriate.  The Board and the appropriate officers of the
Corporation shall from time to time take whatever actions are necessary to file
any required documents with governmental authorities, stock exchanges and
transaction reporting systems to ensure that shares of Common Stock are
available for issuance pursuant to Awards.

     

    6.    Administration

     

    (a)           This
Plan shall be administered by the Committee except as otherwise provided
herein.

     

    (b)           Subject
to the provisions hereof, the Committee shall have full and exclusive power and
authority to administer this Plan and to take all actions that are specifically
contemplated hereby or are necessary or appropriate in connection with the
administration hereof.  The Committee shall also have full and
exclusive power to interpret this Plan and to adopt such rules, regulations and
guidelines for carrying out this Plan as it may deem necessary or proper, all of
which powers shall be exercised in the best interests of the Corporation and in
keeping with the objectives of this Plan.  The Committee may, in its
discretion, after considering tax and other potential legal implications, (1)
provide for the extension of the exercisability of an Option or a Stock
Appreciation Right but only to the extent such extension does not result in a
modification of the Option or the Stock Appreciation Right for purposes of Code
Section 409A, (2) accelerate the vesting or exercisability of an Award in
connection with the death, Disability, Retirement or termination of a
Participant (including pursuant to a severance policy or plan approved by the
Board or the Committee), or a Change in Control, (3) eliminate or make less
restrictive any restrictions applicable to an Award, or waive any restriction or
other provision of this Plan (insofar as such provision relates to Awards) or an
Award, in connection with the death, Disability, Retirement or termination of a
Participant (including pursuant to a severance policy or plan approved by the
Board or the Committee), or a Change in Control, or (4) otherwise amend or
modify an Award in any manner that is either (i) not adverse to the Participant
to whom such Award was granted or (ii) consented to by such Participant;
provided, however, that payment in respect of an Award may be deferred only as
provided in paragraph 10 of this Plan.  The Committee may correct any
defect or supply any omission or reconcile any inconsistency in this Plan or in
any Award in the manner and to the extent the Committee deems necessary or
desirable to further the Plan purposes.  Any decision of the
Committee, with respect to Awards, in the interpretation and administration of
this Plan shall lie within its sole and absolute discretion and shall be final,
conclusive and binding on all parties concerned.

     

    (c)           No
member of the Committee or officer of the Corporation to whom the Committee has
delegated authority in accordance with the provisions of paragraph 7 of this
Plan shall be liable for anything done or omitted to be done by him or her, by
any member of the Committee or by any officer of the Corporation in connection
with the performance of any duties under this Plan, except for his or her own
willful misconduct or as expressly provided by statute.

     

    7.    Delegation of
Authority

     

    Following
the authorization of a pool of cash or shares of Common Stock to be available
for Awards, the Committee may authorize the Chief Executive Officer of the
Corporation or a committee consisting solely of members of the Board to grant
individual Employee Awards from such pool pursuant to such conditions or
limitations as the Committee may establish.  The Committee may also
delegate to the Chief Executive Officer and to other executive officers of the
Corporation its administrative duties under this Plan (excluding its granting
authority) pursuant to such conditions or limitations as the Committee may
establish.  The Committee may engage or authorize the engagement of a
third party administrator to carry out administrative functions under the
Plan.

     

    
      
         


      

      
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    8.    Awards

     

    (a)           The
Committee shall determine the type or types of Awards to be made under this Plan
and shall designate from time to time the Participants who are to be the
recipients of such Awards. Each Award may, in the discretion of the Committee,
be embodied in an Award Agreement, which shall contain such terms, conditions
and limitations as shall be determined by the Committee in its sole discretion
and, if required by the Committee, shall be signed by the Participant to whom
the Award is granted and by an Authorized Officer for and on behalf of the
Corporation.  Awards may consist of those listed in this paragraph
8(a) and may be granted singly, in combination or in tandem.  Awards
may also be granted in combination or in tandem with, in replacement of, or as
alternatives to, grants or rights under this Plan or any other plan of the
Corporation or any of its Affiliates, including the plan of any acquired
entity.  An Award may provide for the grant or issuance of additional,
replacement or alternative Awards upon the occurrence of specified
events.  All or part of an Award may be subject to conditions
established by the Committee, which may include, but are not limited to,
continuous service with the Corporation and its Affiliates, achievement of
specific business objectives, increases in specified indices, attainment of
specified growth rates and other comparable measurements of
performance.

     

    (i)           Option.  An
Employee Award or Director Award may be in the form of an Option.  The
Grant Price of an Option shall be not less than the Fair Market Value of the
Common Stock subject to such Option on the Grant
Date.  Notwithstanding anything contrary contained in this Plan
including paragraphs 8(a)(i)(A) and (B), in no event shall the term of the
Option extend more than ten (10) years after the Grant Date.  Options
may not include provisions that “reload” the option upon exercise, or, unless
the Option is structured to comply with Code Section 409A, otherwise provide for
the deferral of compensation within the meaning of Code Section 409A other than
the deferral of recognition of income until the later of the exercise or
disposition of the Option or the time the Common Stock acquired pursuant to the
exercise of the Option first becomes substantially vested.  Subject to
the foregoing provisions and the provisions of paragraph 11, the terms,
conditions and limitations applicable to any Options awarded to Participants
pursuant to this Plan, including the Grant Price, the term of the Options, the
number of shares subject to the Option and the date or dates upon which they
become exercisable, shall be determined by the Committee.

     

    (A)        Except
as is otherwise provided in the Award Agreement and subject to Committee
discretion as provided in paragraph 6(b):

     

        (1)    all
rights to exercise an Option shall terminate within four (4) months after the
date the Participant ceases to be an Employee, or ceases to be a Director,
whichever may occur later, for any reason other than death or Disability (but in
no event later than the end of the original period of the Option).

     

        (2)    In the
event of a Participant’s death, an Option will terminate fifteen (15) months
thereafter (but in no event later than the end of the original period of the
Option).

     

        (3)    In the
event of a Participant’s Disability and resulting termination of employment, an
Option will terminate six (6) months after such Participant’s employment
termination date (but in no event later than the end of the original period of
the Option).

     

        (4)    In the
event the employment of the Participant is terminated for cause (as determined
by the Committee), all Options whether or not vested shall terminate
immediately.

     

    
      
         


      

      
        9

        
          

        

      

      
         


      

    

        (5)    All
unvested Options are cancelled upon termination of employment; except that all
non-qualified Options granted prior to April 1, 2006 shall immediately vest upon
Vested Retirement.

     

    (B)  However, if an Option is
held by a Director who, on the date he or she ceases to be a Director (and, if
also an Employee, ceases to be an Employee), has at least ten (10) years of
service as a Director, then all Common Stock subject to such Option will vest on
the date the Director ceases to be a Director, and all rights to exercise such
Option will terminate three (3) years thereafter (but in no event later than the
original period of the Option).  Also, if an Option is held by a
Director who, on the date he or she ceases to be a Director (and, if also an
Employee, ceases to be an Employee), has less than ten (10) years of service as
a Director, then all Common Stock subject to such Option will continue to vest
in accordance with its terms for a period of three (3) years following such
date, and all rights to exercise such Option will terminate three (3) years
after such date (but in no event later than the original period of the
Option).  If Options are awarded in the final two (2) years of the
term of a Director who is approaching age 70, or an Employee Director who is at
least age 55 with at least ten (10) years of service and his or her age plus
years of service equal at least 70, the outside exercise date is the one
provided in the Option or seven (7) years from the grant date, whichever occurs
earlier. This paragraph 8(a)(i)(B) shall not apply to a Participant who is
terminated for cause (as determined by the Committee).

     

    (C)  However, if an Option
granted prior to April 1, 2006 is held by a Participant who retires and
satisfies the test for Vested Retirement, then all rights to exercise any and
all Options will terminate 12 months following the date of the Vested Retirement
(but in no event later than the end of the original period of the
Option).  To the extent that such Award provides a longer term to
exercise, such Award will control.

     

    (D)  Attached hereto as
Exhibit A are resolutions adopted by the Committee, pertaining to vesting and
exercise, which shall apply only to Options granted prior to April 1,
2006.  The provisions of paragraph 8(a)(i)(A)(5) and 8(a)(i)(C) above
are intended to incorporate such resolutions.  To the extent of any
conflict between the terms of such resolutions and this Plan, the resolutions
will control.

     

    (ii)           Stock Appreciation
Right.  An Employee Award or Director Award may be in the form
of a Stock Appreciation Right.  The Grant Price of a Stock
Appreciation Right shall be not less than the Fair Market Value of the Common
Stock subject to such SAR on the Grant Date.  Notwithstanding anything
to the contrary contained in this Plan including paragraphs 8(a)(ii)(A) and (B),
in no event shall the term of a SAR extend more than ten (10) years after the
Grant Date.  SARs may not include provisions that “reload” the SAR
upon exercise, or, unless the SAR is structured to comply with Code Section
409A, otherwise provide for the deferral of compensation within the meaning of
Code Section 409A other than the deferral of recognition of income until the
later of the exercise or disposition of the SAR or the time the Common Stock
acquired pursuant to the exercise of the SAR first becomes substantially
vested.  Subject to the foregoing provisions, the terms, conditions
and limitations applicable to any SAR awarded to Participants pursuant to this
Plan, including the Grant Price, the term of the SAR, the number of shares
subject to the SAR, the form of payment upon exercise of the SAR (e.g., cash,
Common Stock, or other property), the method of exercise, the method of
settlement, whether or not the SAR shall be in tandem or in combination with any
other Award, and the date or dates upon which the SARs shall become exercisable
(including based on achievement of performance goals and/or future
service

     

    
      
         


      

      
        10

        
          

        

      

      
         


      

    

    requirements),
shall be determined by the Committee.  The provisions of the various
Award Agreements evidencing SARs awarded and entered into under this Plan need
not be identical.

     

    (A)          Except
as is otherwise provided in the Award Agreement, or the procedures of a third
party administrator retained by the Corporation to administer the Plan, SARs
shall be exercised by the delivery of a written notice of exercise to the
Company setting forth the number of whole shares of Common Stock with respect to
which the Award is being exercised.  Upon the exercise of a SAR, the
Participant shall be eligible to receive an amount equal to the excess of the
aggregate Fair Market Value of the shares of Common Stock with respect to which
the Award is exercised (determined as of the date of such exercise) over the
aggregate Grant Price of such shares.  Such amount shall be payable to
the Participant in cash or in shares of Common Stock or other property, as
provided in the Award Agreement.

     

    (B)         
 Except as is otherwise provided in the Award Agreement and subject to
Committee discretion as provided in paragraph 6(b):

     

     (1)    all
rights to exercise a SAR shall terminate within four (4) months after the date
the Participant ceases to be an Employee, or ceases to be a Director, whichever
may occur later, for any reason other than death or Disability (but in no event
later than the end of the original period of the SAR).

     

     (2)    In the
event of a Participant’s death, a SAR will terminate fifteen (15) months
thereafter (but in no event later than the end of the original period of the
SAR).

     

     (3)    In the
event of a Participant’s Disability and resulting termination of employment, a
SAR will terminate six (6) months after such Participant’s employment
termination date (but in no event later than the end of the original period of
the SAR).

     

     (4)    In the
event the employment of the Participant is terminated for cause (as determined
by the Committee), all SARs whether or not vested shall terminate
immediately.

     

     (5)    All
unvested SARs are cancelled upon termination of employment.

     

    (C)    However, if a SAR
is held by a Director who, on the date he or she ceases to be a Director (and,
if also an Employee, ceases to be an Employee), has at least ten (10) years of
service as a Director, then all Common Stock subject to such SAR will vest on
the date the Director ceases to be a Director, and all rights to exercise such
SAR will terminate three (3) years thereafter (but in no event later than the
original period of the SAR).  Also, if a SAR is held by a Director
who, on the date he or she ceases to be a Director (and, if also an Employee,
ceases to be an Employee), has less than ten (10) years of service as a
Director, then all Common Stock subject to such SAR will continue to vest in
accordance with its terms for a period of three (3) years following such date,
and all rights to exercise such SAR will terminate three (3) years after such
date (but in no event later than the original period of the SAR).  If
SARs are awarded in the final two (2) years of the term of a Director who is
approaching age 70, or an Employee Director who is at least age 55 with at least
ten (10) years of service and his or her age plus years of service equal at
least 70, the outside exercise date is the one provided in the SAR
or

     

    
      
         


      

      
        11

        
          

        

      

      
         


      

    

    seven (7)
years from the Grant Date, whichever occurs earlier.  This
paragraph 8(a)(ii)(C) shall not apply to a Participant who is terminated
for cause (as determined by the Committee).

     

    (D)           Notwithstanding
any other provision of this Plan, unless otherwise specifically determined by
the Committee, each Stock Appreciation Right shall be structured to either
comply with or be exempt from Code Section 409A.

     

    (iii)           Stock Award.  An
Employee Award or Director Award may be in the form of a Stock Award. The terms,
conditions and limitations applicable to any Stock Awards granted to
Participants pursuant to this Plan shall be determined by the Committee;
provided that any Stock Award which is not a Performance Award shall have a
minimum Restriction Period of three years from the Grant Date, provided that (A)
the Committee may provide for earlier vesting upon a termination of employment
by reason of death, Disability or Retirement, (B) such three-year minimum
Restriction Period shall not apply to a Stock Award that is granted in lieu of
salary or bonus, (C) vesting of a Stock Award may occur incrementally over the
three-year minimum Restricted Period and (D) the restrictions set forth in a
Stock Award will terminate immediately if the Participant retires prior to the
date on which the restrictions would otherwise terminate and at Retirement he or
she is age 65 or older unless otherwise specified in an Award Agreement entered
into on or after January 1, 2008, or, if not yet age 65, as to Stock Awards
granted prior to April 1, 2006, the Participant satisfies the test for Vested
Retirement.

     

    (iv)           Performance
Award.  Without limiting the type or number of Employee Awards
or Director Awards that may be made under the other provisions of this Plan, an
Employee Award or Director Award may be in the form of a Performance
Award.  The terms, conditions and limitations applicable to any
Performance Awards granted to Participants pursuant to this Plan shall be
determined by the Committee; provided that any Stock Award which is a
Performance Award shall have a minimum Restriction Period of one year from the
Grant Date, provided that the Committee may provide for earlier vesting upon a
termination of employment by reason of death, Disability or Retirement.   The Committee shall set
Performance Goals in its discretion which, depending on the extent to which they
are met, will determine the value and/or amount of Performance Awards that will
be paid out to the Participant.

     

    (A)           Nonqualified Performance
Awards.  Performance Awards granted to Employees or Directors
that are not intended to qualify as qualified performance-based compensation
under Section 162(m) of the Code shall be based on achievement of such goals and
be subject to such terms, conditions and restrictions as the Committee or its
delegate shall determine.

     

    (B)           Qualified Performance
Awards.  Performance Awards granted to Employees under the Plan
that are intended to qualify as qualified performance-based compensation under
Section 162(m) of the Code shall be paid, vested or otherwise deliverable solely
on account of the attainment of one or more pre-established, objective
Performance Goals established by the Committee prior to the earlier to occur of
(x) 90 days after the commencement of the period of service to which the
Performance Goal relates and (y) the lapse of 25% of the period of service (as
scheduled in good faith at the time the goal is established), and in any event
while the outcome is substantially uncertain.  A Performance Goal
is objective if a third party having knowledge of the relevant facts could
determine whether the goal is met. Such a Performance Goal may be based on one
or more business criteria that apply to the Employee, one or more business units
or divisions of the Corporation or the applicable sector, or the Corporation as
a

     

    
      
         


      

      
        12

        
          

        

      

      
         


      

    

    whole,
and if so desired by the Committee, by comparison with a peer group of
companies.  A Performance Goal may include one or more of the
following: (a) earnings, either in the aggregate or on a per-share basis,
reflecting such dilution of shares as the Committee deems appropriate, including
operating earnings, pre-tax earnings, earnings before interest and taxes, and
earnings before interest, taxes, depreciation and amortization; (b) gross or net
revenue; (c) operating or net cash flow; (d) financial return ratios (e.g.,
return or net return on one or more of the following:  assets, net
assets, equity, invested capital, revenue); (e) margins,
including  net, operating or pre-tax margins; (f) total shareholder
return; (g) financial ratios (e.g., debt to capitalization or debt to equity);
(h) growth in financial measures or ratios (e.g., revenue, earnings, cash flow,
stockholders’ equity, margins); (i) business process metrics (e.g., asset turns,
cycle time, and one or more elements of efficiency or cost or expense); or (j)
customer satisfaction, based on specified objective goals, or a customer survey
sponsored by the Corporation or one or more business units or divisions of the
Corporation.

     

    (C)           Unless
otherwise stated, such a Performance Goal need not be based upon an increase or
positive result under a particular business criterion and could include, for
example, maintaining the status quo or limiting economic losses (measured, in
each case, by reference to specific business criteria).  In
interpreting Plan provisions applicable to Performance Goals and Qualified
Performance Awards, it is the intent of the Plan to conform with the standards
of Section 162(m) of the Code and Treasury Regulation § 1.162-27(e)(2)(i), as to
grants to those Employees whose compensation is, or is likely to be, subject to
Section 162(m) of the Code, and the Committee in establishing such goals and
interpreting the Plan shall be guided by such provisions. Prior to the payment
of any compensation based on the achievement of Performance Goals, the Committee
must certify in writing that applicable Performance Goals and any of the
material terms thereof were, in fact, satisfied. Subject to the foregoing
provisions, the terms, conditions and limitations applicable to any Qualified
Performance Awards made pursuant to this Plan shall be determined by the
Committee.

     

    (b)           Notwithstanding
anything to the contrary contained in this Plan, the following limitations shall
apply to any Employee Awards made hereunder:

     

    (i)           no
Participant may be granted, during any fiscal year, Employee Awards consisting
of Options or Stock Appreciation Rights (including Options and Stock
Appreciation Rights that are granted as Performance Awards) that are exercisable
for or with respect to more than 1,110,995 shares of Common Stock;

     

    (ii)          no
Participant may be granted, during any fiscal year, Employee Awards consisting
of Stock Awards (including Stock Awards that are granted as Performance Awards)
covering or relating to more than 555,497 shares of Common Stock (the limitation
set forth in this clause (ii), together with the limitation set forth in clause
(i) above and (c)(i) and (ii) below, being hereinafter collectively referred to
as the “Stock Based Awards Limitations”); and

     

    (iii)         no
Participant may be granted Employee Awards under this Plan payable in cash
(including Awards that are granted as Performance Awards) that will result in a
payment during any fiscal year in excess of $15,000,000, plus the Black-Scholes
Value, determined as of the Option Grant Date, of Options on 219,977 shares of
Common Stock determined as if such Options had an Option Grant Date on the
effective date of the Employee Award.

     

    
      
         


      

      
        13

        
          

        

      

      
         


      

    

    (c)           Notwithstanding
anything to the contrary contained in this Plan the following limitations shall
apply to any Director Awards made hereunder:

     

    (A)   no Participant may be
granted, during any fiscal year, Director Awards consisting of Options or Stock
Appreciation Rights (including Options or Stock Appreciation Rights that are
granted as Performance Awards) with respect to more than 53,327 shares of Common
Stock; and

     

    (B)   no Participant may
be granted, during any fiscal year, Director Awards consisting of Stock Awards
(including Stock Awards that are granted as Performance Awards) covering or
relating to more than 33,330 shares of Common Stock.

     

    9.     Change in
Control

     

    Notwithstanding
the provisions of paragraph 8 hereof, unless otherwise expressly provided in the
applicable Award Agreement, or as otherwise specified in the terms of an Equity
Award, in the event of a Change in Control during a Participant’s employment (or
service as a Non-employee Director) with the Corporation or one of its
Affiliates, each Equity Award granted under this Plan to the Participant shall
become immediately vested and fully exercisable, with performance-based equity
awards vested at target level (regardless of the otherwise applicable vesting or
exercise schedules or Performance Goals provided for under the Award Agreement
or the terms of the Equity Award).

     

    10.     Payment of
Awards

     

    (a)           General.

     

    (i)           Except
as otherwise provided in paragraph 10(b) or an Award Agreement, payment in
respect of Awards granted on or after January 1, 2008 other than Options or
Stock Appreciation Rights will be made as soon as administratively practicable
but no later than 60 days following the date on which the payment is no longer
subject to a substantial risk of forfeiture within the meaning of Code Section
409A; provided, however, that payment may be made at a later date for
administrative reasons to the extent permitted by Code Section 409A; provided,
further, that the Participant shall not be permitted, directly or indirectly, to
designate the calendar year of payment.  Delivery of Common Stock upon
exercise of Options will be made in accordance with paragraph 11.

     

    (ii)           Payment
made to a Participant pursuant to an Award may be made in the form of cash or
Common Stock, or a combination thereof, and may include such restrictions as the
Committee shall determine, including, in the case of Common Stock, restrictions
on transfer and forfeiture provisions.  If such payment is made in the
form of Restricted Stock, the Committee shall specify whether the underlying
shares are to be issued at the beginning or end of the Restriction
Period.  In the event that shares of Restricted Stock are to be issued
at the beginning of the Restriction Period, the certificates evidencing such
shares (to the extent that such shares are so evidenced) shall contain
appropriate legends and restrictions that describe the terms and conditions of
the restrictions applicable thereto.  In the event that shares of
Restricted Stock are to be issued at the end of the Restricted Period, the right
to receive such shares shall be evidenced by book entry registration or in such
other manner as the Committee may determine.

     

    (b)           Deferral.  With the
approval of the Committee, payment in respect of Awards other than Options and
SARs may be deferred and paid either in the form of installments or as a
lump-sum payment. The Committee may permit
selected Participants to elect to defer payments of some or all types of such
Awards or any other compensation otherwise payable by the Corporation in
accordance with the provisions of this paragraph 10(b) and such other procedures
as may be established by the Committee and

     

    
      
         


      

      
        14

        
          

        

      

      
         


      

    

    may
provide that such deferred compensation may be payable in shares of Common
Stock.  The Committee also may specify in an Award Agreement or the
terms of the Award that payment in respect of an Award will be
deferred.  Any deferred payment pursuant to an Award, whether elected
by the Participant or specified by the Award Agreement or the terms of the
Award, may be forfeited if and to the extent that the Award Agreement or the
terms of the Award so provide.  Any such deferral of payment will be
made in accordance with the following:

     

    (i)           Initial Deferral Elections by
Participants.  Except as otherwise provided in this paragraph
10(b), the Participant must make a written, irrevocable election as to deferral
of payment in respect of an Award and the time and form of such payment on or
before the deadline established by the Committee, which shall be no later
than:

     

    (A)    December
31st
of the calendar year preceding the calendar year during which the Participant
will commence performing the services giving rise to the Award subject to the
deferral election; or

     

    (B)    for the
first year in which the Participant becomes eligible to participate in the Plan,
30 days after the date the Participant first becomes eligible to participate in
the Plan, provided that such an election will only be effective with respect to
the portion of the Award related to services performed after the
election.

     

    (ii)           Initial Participant Deferral
Elections for Performance-Based Compensation. In the event that the
Committee determines that a deferral election may be made with respect to an
Award that is Performance-Based Compensation (as defined below), an eligible
Participant may make a written, irrevocable election as to deferral of payment
in respect of the Award and the time and form of such payment on or before the
deadline established by the Committee, which shall not be later than 6 months
before the end of the performance period.  

     

    For purposes of this subparagraph,
“Performance-Based Compensation” means an Award, the amount of which, or the
entitlement to which, is contingent on the satisfaction of preestablished
organizational or individual performance criteria relating to a performance
period of at least 12 consecutive months, as determined by the Committee in
accordance with Treasury Regulation § 1.409A-1(e).  Performance criteria
are considered preestablished if established in writing by not later than 90
days after the commencement of the period of service to which the criteria
relates, provided that the outcome is substantially uncertain at the time the
criteria are established.

     

    For a Participant to be eligible to
make a deferral election in accordance with this subparagraph, the Participant
must have performed services continuously from the later of (A) the beginning of
the performance period for the Performance-Based Compensation or (B) the date
upon which the performance criteria with respect to the Performance-Based
Compensation are established, through the date on which the Participant makes
the deferral election.  In addition, in no event may a deferral election
under this subparagraph be made after the Performance-Based Compensation has
become readily ascertainable within the meaning of Treasury Regulation
§ 1.409A-2(a)(8).

     

    (iii)           Initial Participant Deferral
Elections for Fiscal Year Compensation.  In the event that the
Committee determines that a deferral election may be made with respect to an
Award that is Fiscal Year Compensation (as defined below), the Participant may
make a written, irrevocable election as to the deferral of payment in respect of
the Award and the time and form of such payment on or before the deadline
established by the Committee, which shall not be later than the

     

    
      
         


      

      
        15

        
          

        

      

      
         


      

    

    close of
the Employer’s fiscal year immediately preceding the first fiscal year in which
any services are performed for which the Award is payable.  For purposes of
this subparagraph, the term “Fiscal Year Compensation” means an Award relating
to a period of service coextensive with one or more consecutive fiscal years of
the Employer, of which no amount is paid or payable during the fiscal year(s)
constituting the period of service.

     

    (iv)           Initial Participant Deferral
Elections for Short-Term Deferrals.  If a Participant has a
legally binding right to an Award under the Plan or a payment under an Award in
a subsequent calendar year that, absent a deferral election, would be treated as
a short-term deferral within the meaning of Treasury Regulation § 1.409A-1(b)(4)
and the Committee determines that a deferral election may be made with respect
to payment in respect of the Award, the Participant may make a written,
irrevocable election to defer such payment in accordance with the requirements
of subparagraph (vii) of this paragraph, applied as if the payment were a
deferral of compensation and the scheduled payment date for the payment were the
date the substantial risk of forfeiture lapses.  The Committee may
provide in the deferral election that the deferred payment will be payable upon
a Change in Control without regard to the five-year additional deferral
requirement in subparagraph (vii) of this paragraph 10(b).

     

    (v)           Initial Participant Deferral
Elections for Compensation Subject to a Risk of Forfeiture. If a Participant has a
legally binding right to an Award under the Plan or payment in respect of an
Award in a subsequent year and the payment of or under the Award is subject to a
forfeiture condition requiring the Participant’s continued services for a period
of at least 12 months from the date the Participant obtains the legally binding
right, the Committee may permit the Participant to make a written, irrevocable
election to defer such payment no later than the 30th  day
after the Participant obtains the legally binding right to the payment, provided
that the election is made at least 12 months in advance of the earliest date at
which the forfeiture condition could lapse, as determined in accordance with
Treasury Regulation § 1.409A-2(a)(5).  For purposes of this
subparagraph, a condition will not be treated as failing to require the
Participant to continue to provide services for a period of at least 12 months
from the date the Participant obtains the legally binding right merely because
the condition immediately lapses upon Disability or death of the Participant or
upon a Change in Control.  However, if the Participant’s Disability or
death or a Change in Control event occurs before the end of such 12-month
period, a deferral election under this subparagraph will be effective only if it
would be permissible under another subparagraph of this paragraph
10(b).

     

    (vi)           Deferrals by
Committee.  If an Award is made that provides for the deferral
of compensation for services performed during a Participant’s taxable year and
the Participant is not given an opportunity to elect the time or form of payment
of such Award, the Committee must designate the time and form of payment no
later than the time the Participant first has a legally binding right to the
Award or, if later, the time the Participant would be required under this
subparagraph 10(b) to make such an election if the Participant were provided
such an election.

     

    (vii)           Subsequent Participant Deferral
Elections.  Notwithstanding the foregoing provisions of this
paragraph 10(b), with approval of the Committee, a Participant may elect to
further delay payment in respect of an Award or change the form of payment
if:

     

    (A)           the
election will not take effect until at least 12 months after the date on which
the election is made;

     

    (B)           for
any payment not made on account of death or Disability, the payment is deferred
for a period of not less than five years from the date the payment would
otherwise have been paid and not later than the expiration date of the Award;
and

     

    
      
         


      

      
        16

        
          

        

      

      
         


      

    

    (C)           any
election related to a payment to be made at a specified time or pursuant to a
fixed schedule must be made not less than 12 months before the date the payment
is scheduled to be paid.

     

    Notwithstanding
the foregoing or any other provision of this Plan to the contrary, the Committee
may permit Participants to make new payment elections on or before December 31,
2008, with respect to the time and/or form of payment in respect of an Award,
provided that the election applies only to amounts that would not otherwise be
payable in the year in which the election is made and does not cause an amount
to be paid in the year in which the election is made that would not otherwise be
payable in that year.

     

     (viii)           Acceleration of
Payments.  Notwithstanding any provision of this Plan, an Award
Agreement or a deferral election to the contrary, the Committee, in its
discretion, may accelerate payment in respect of an Award in accordance with the
provisions of Treasury Regulation § 1.409A-3(j)(4)(ii) through
(xiv).

     

                 (ix)           Delay of
Payments.  Notwithstanding any provision of this Plan, an Award
Agreement or a deferral election to the contrary, payment in respect of an Award
may be delayed by the Committee under the circumstances described in Treasury
Regulation § 1.409A-2(b)(7), provided that the Committee treats all payments to
similarly situated Participants on a reasonably consistent basis.

     

    (c)           Permissible Payment
Events/Times.  The Committee may specify any one or more of the
following as an event upon or a time at which payment of the vested portion of
an Award may be made pursuant to a deferral election under paragraph
10(b):  (i) Separation from Service, (ii) Disability, (iii) death,
(iv) a specified date or pursuant to a fixed schedule, or (v) a Change in
Control.  The Committee may provide for payment upon the earliest or
latest of more than one such event or time.

     

    (d)           Time of
Payment.  The payment date with respect to payment of an Award
that is deferred under paragraph 10(b) shall be the permissible payment event or
time under paragraph 10(c) designated by the Participant or the Committee, as
applicable, in accordance with paragraph 10(b).  Payment in respect of
an Award shall be made within 60 days following the payment date; provided,
however, that payment may be made at a later date for administrative reasons to
the extent permitted by Code Section 409A; provided, further, that the
Participant shall not be permitted, directly or indirectly, to designate the
calendar year of the payment.

     

    (e)           Specified
Employees.  Any provision of the Plan to the contrary
notwithstanding, if any payment in respect of a Participant’s Award provides for
a deferral of compensation under Code Section 409A and the Participant is a
Specified Employee as of the date of his or her Separation from Service, no
payment on account of the Participant’s Separation from Service may be made with
respect to such Participant before the date that is six months after the
Participant’s Separation from Service (or, if earlier than the end of the
six-month period, the date of the Participant’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.

     

    (f)           Dividends, Earnings and
Interest.  Rights to dividends or Dividend Equivalents may be
extended to and made part of any Stock Award, subject to such terms, conditions
and restrictions as the Committee may establish. The Committee may also
establish rules and procedures for the crediting of interest or other earnings
on deferred cash payments and Dividend Equivalents for Stock Awards. 

       

      (g)           Substitution of
Awards.  Subject to paragraphs 13 and 15, at the discretion of
the Committee and after considering tax and other potential legal implications,
a Participant who is an

    


    
      
         


      

      
        17

        
          

        

      

      
         


      

    

    Employee
may be offered an election to substitute an Employee Award for another Employee
Award or Employee Awards of the same or different type.

     

    11.    Option Exercise

     

    Following
exercise the Grant Price shall be paid in full in cash at the time of delivery
of the stock or, if permitted by the Committee and elected by the optionee, the
optionee may purchase such shares by means of tendering Common Stock owned by
the optionee, or having the Corporation withhold from the shares otherwise
issuable pursuant to the Option an appropriate number of shares of Common Stock,
valued at Fair Market Value on the date of exercise, or any combination
thereof.  The Committee shall determine acceptable methods for
Participants to tender Common Stock or have Common Stock withheld in payment of
the Grant Price.  The Committee may provide for procedures to permit
the exercise or purchase of such Awards by use of the proceeds to be received
from the sale of Common Stock issuable pursuant to an Award.  The
Committee may adopt additional rules and procedures regarding the exercise of
Options from time to time, provided that such rules and procedures are not
inconsistent with the provisions of this paragraph.

     

    An
optionee desiring to pay the Grant Price of an Option by tendering Common Stock
using the method of attestation may, subject to any such conditions and in
compliance with any such procedures as the Committee may adopt, do so by
attesting to the ownership of Common Stock of the requisite value in which case
the Corporation shall issue or otherwise deliver to the optionee upon such
exercise a number of shares of Common Stock subject to the Option equal to the
result obtained by dividing (a) the excess of the aggregate Fair Market Value of
the shares of Common Stock subject to the Option for which the Option (or
portion thereof) is being exercised over the Grant Price payable in respect of
such exercise by (b) the Fair Market Value per share of Common Stock subject to
the Option, and the optionee may retain the shares of Common Stock the ownership
of which is attested.

     

    If an
optionee desires to pay the Grant Price of an Option by having the Corporation
withhold from the shares otherwise issuable pursuant to the Option shares of
Common Stock of the requisite value, then, subject to any conditions and in
compliance with any procedures as the Committee may adopt, the Corporation shall
issue or otherwise deliver to the optionee upon such exercise a number of shares
of Common Stock subject to the Option equal to the result obtained by dividing
(a) the excess of the aggregate Fair Market Value of the shares of Common
Stock subject to the Option for which the Option (or portion thereof) is being
exercised over the Grant Price payable in respect of such exercise by
(b) the Fair Market Value per share of Common Stock subject to the
Option.

     

    12.           Taxes

     

    The
Corporation or its designated third party administrator shall have the right to
deduct applicable taxes from any Employee Award payment and withhold, at the
time of delivery or vesting of cash or shares of Common Stock under this Plan,
an appropriate amount of cash or number of shares of Common Stock or a
combination thereof for payment of taxes or other amounts required by law or to
take such other action as may be necessary in the opinion of the Corporation to
satisfy all obligations for withholding of such taxes. The Committee may also
permit withholding to be satisfied by the transfer to the Corporation of shares
of Common Stock theretofore owned by the holder of the Employee Award with
respect to which withholding is required. If shares of Common Stock are used to
satisfy tax withholding, such shares shall be valued based on the Fair Market
Value when the tax withholding is required to be made. The Committee may
provide for loans, on either a short term or demand basis, from the Corporation
to a Participant who is an Employee to permit the payment of taxes required by
law.

     

    
      
         


      

      
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    13.           Amendment, Modification, Suspension
or Termination of the Plan

     

    The Board
may amend, modify, suspend or terminate this Plan for the purpose of meeting or
addressing any changes in legal requirements or for any other purpose permitted
by law, except that (i) no amendment or alteration that would adversely affect
the rights of any Participant under any Award previously granted to such
Participant shall be made without the consent of such Participant and (ii) no
amendment or alteration shall be effective prior to its approval by the
stockholders of the Corporation to the extent such approval is required by
applicable legal requirements or the requirements of the securities exchange on
which the Corporation’s stock is listed.  Notwithstanding anything herein to the contrary, except in
connection with a corporate transaction involving the Corporation (including,
without limitation, a subdivision or consolidation of outstanding shares, stock
dividend, stock split, extraordinary cash dividend, recapitalization, capital
reorganization, split-up, spin-off, merger, consolidation, combination or
exchange of shares), (a) the terms of outstanding Awards may not be amended to
reduce the exercise price of Options or grant price of Stock Appreciation
Rights, (b) Options and Stock Appreciation Rights will not be repriced,
replaced, or regranted through cancellation or by decreasing the Grant Price of
a previously granted Option, and (c) outstanding Options will not be replaced
with cash or another Award, in each case without approval of the Corporation’s
stockholders.

     

    14.           Assignability

     

    (a)           Except
as provided in paragraphs 14(b) and (c), no Award or any other benefit under
this Plan shall be assignable or otherwise transferable except by will,
beneficiary designation, the laws of descent and distribution, or a domestic
relations order.  The Committee may prescribe and include in
applicable Award Agreements or the terms of the Award other restrictions on
transfer.  No right or interest of a Participant in any Award may be
pledged, encumbered or hypothecated to, or in favor of, any party other than the
Corporation or an Affiliate.  Any attempted assignment of an Award or
any other benefit under this Plan in violation of this paragraph 14 shall be
null and void.

     

    (b)           During
his or her lifetime a Participant may transfer an Award without value or
consideration to any Family Member if the transfer is approved by the Committee,
in its discretion.  A Participant seeking a transfer of an Award
pursuant to this subparagraph shall make a request for approval to the Committee
by contacting the Corporation in writing.  The Committee shall be
under no obligation to grant a request for a transfer to a Family
Member.  If an Award is transferred as contemplated herein, such
transferred Award may not be subsequently transferred by the transferee (other
than another transfer meeting the conditions herein) except by will or the laws
of descent and distribution.  A transferred Award shall continue to be
governed by and be subject to the terms and limitations of this Plan and the
relevant Award Agreement, and the transferee shall be entitled to same rights as
a Participant, as if the transfer had not taken place.

     

    (c)           A
Participant may, in the manner determined by the Committee, designate a
beneficiary to exercise the rights of the Participant and to receive any
distribution with respect to any Award upon the Participant's
death.  A beneficiary, legal guardian, legal representatives, or other
person claiming any rights pursuant to this Plan is subject to all the terms and
conditions of the Plan and any Award Agreement applicable to the Participant,
except to the extent the Plan and Award Agreement otherwise provides, and any
additional restrictions deemed necessary or appropriate by the
Committee.  If no beneficiary has been designated or survives the
Participant, payments to be made to the person entitled thereto pursuant to the
Participant's will or the laws of descent and distribution.  If a
beneficiary designation conflicts with an assignment by will, the beneficiary
designation will prevail.  Subject to the foregoing, a beneficiary
designation may be changed or revoked by a Participant at any time provided the
change or revocation is provided to the Corporation on behalf of the
Committee.

     

    
      
         


      

      
        19

        
          

        

      

      
         


      

    

    15.           Adjustments

     

    (a)           The
existence of outstanding Awards shall not affect in any manner the right or
power of the Corporation or its stockholders to make or authorize any or all
adjustments, recapitalizations, reorganizations or other changes in the capital
stock of the Corporation or its business or any merger or consolidation of the
Corporation, or any issue of bonds, debentures, preferred or prior preference
stock (whether or not such issue is prior to, on a parity with or junior to the
existing Common Stock) or the dissolution or liquidation of the Corporation, or
any sale or transfer of all or any part of its assets or business, or any other
corporate act or proceeding of any kind, whether or not of a character similar
to that of the acts or proceedings enumerated above.

     

    (b)           In
the event of any subdivision or consolidation of outstanding shares of Common
Stock, declaration of a dividend payable in shares of Common Stock or other
stock split, then (i) the number of shares of Common Stock reserved under this
Plan, (ii) the number of shares of Common Stock covered by outstanding Awards,
(iii) the Grant Price or other price in respect of such Awards, (iv) the
appropriate Fair Market Value and other price determinations for such Awards,
and (v) the Stock Based Awards Limitations shall each be proportionately
adjusted to reflect such transaction. In the event of any other recapitalization
or capital reorganization of the Corporation, any consolidation or merger of the
Corporation with another corporation or entity, the adoption by the Corporation
of any plan of exchange affecting Common Stock or any distribution to holders of
Common Stock of securities or property (other than normal cash dividends or
dividends payable in Common Stock), the Board may make appropriate adjustments
to (i) the number of shares of Common Stock reserved under this Plan, (ii) the
number of shares of Common Stock covered by Awards, (iii) the Grant Price or
other price in respect of such Awards, (iv) the appropriate Fair Market Value
and other price determinations for such Awards, and (v) the Stock Based Awards
Limitations to reflect such transaction; provided that such adjustments shall
only be such as are necessary to maintain the proportionate interest of the
holders of the Awards and preserve, without increasing, the value of such
Awards. In the event of a corporate merger, consolidation, acquisition of
property or stock, separation, reorganization or liquidation, the Board shall be
authorized (x) to assume under the Plan previously issued compensatory awards,
or to substitute new Awards for previously issued compensatory awards, including
Awards, as part of such adjustment or (y) to cancel Awards that are Options or
Stock Appreciation Rights and give the Participants who are the holders of such
Awards notice and opportunity to exercise for 30 days prior to such
cancellation.

     

    16.           Restrictions

     

    No Common
Stock or other form of payment shall be issued with respect to any Award unless
the Corporation shall be satisfied based on the advice of its counsel that such
issuance will be in compliance with applicable federal and state securities
laws. Certificates evidencing shares of Common Stock delivered under this Plan
(to the extent that such shares are so evidenced) may be subject to such stop
transfer orders and other restrictions as the Committee may deem advisable under
the rules, regulations and other requirements of the Securities and Exchange
Commission, any securities exchange or transaction reporting system upon which
the Common Stock is then listed or to which it is admitted for quotation and any
applicable federal or state securities law. The Committee may cause a legend or
legends to be placed upon such certificates (if any) to make appropriate
reference to such restrictions.

     

    17.           Unfunded Plan

     

    This Plan
shall be unfunded. Although bookkeeping accounts may be established with respect
to Participants under this Plan, any such accounts shall be used merely as a
bookkeeping convenience, including bookkeeping accounts established by a third
party administrator retained by the Corporation to administer the Plan. The
Corporation shall not be required to segregate any assets for purposes of this
Plan or Awards hereunder, nor shall the Corporation, the Board or the Committee
be deemed to be a 

     

    
      
        
           


        

        
          20

          
            

          

        

        
           


        

      

    

    trustee
of any benefit to be granted under this Plan. Any liability or obligation of the
Corporation to any Participant with respect to an Award under this Plan shall be
based solely upon any contractual obligations that may be created by this Plan
and any Award Agreement or the terms of the Award, and no such liability or
obligation of the Corporation shall be deemed to be secured by any pledge or
other encumbrance on any property of the Corporation. Neither the Corporation
nor the Board nor the Committee shall be required to give any security or bond
for the performance of any obligation that may be created by this
Plan.

     

    18.           Right to
Employment

     

    Nothing
in the Plan or an Award Agreement shall interfere with or limit in any way the
right of the Corporation or an Affiliate to terminate any Participant’s
employment or other service relationship at any time, nor confer upon any
Participant any right to continue in the capacity in which he or she is employed
or otherwise serves the Corporation.

     

    19.           Successors

     

    All
obligations of the Corporation under the Plan with respect to Awards granted
hereunder shall be binding on any successor to the Corporation, whether the
existence of such successor is the result of a direct or indirect purchase,
merger, consolidation, or otherwise, of all or substantially all of the business
and/or assets of the Corporation.

     

    20.           Governing Law

     

    This Plan
and all determinations made and actions taken pursuant hereto, to the extent not
otherwise governed by mandatory provisions of the Code or the securities laws of
the United States, shall be governed by and construed in accordance with the
laws of the State of Texas.

     

    21.           Effectiveness

     

    The Plan
was submitted to the stockholders of the Corporation for approval and approved
at the 2003 annual meeting of shareholders to be effective as of April 1,
2003.  The Plan has been amended since then by the Board from time to
time.  The Plan was submitted to the stockholders of the Corporation
for re-approval of the performance goals and to approve additional amendments,
and was approved at the 2008 annual meeting of shareholders to be effective as
of May 7, 2008, except as otherwise provided.  The Plan has been
amended and restated since then by the Board with the most recent amendment
effective February 11, 2009.

     

    22.           NYSE
Limitations

     

    If any
provision of this Plan has the effect of increasing the number of shares
available for Awards hereunder by adding back shares and such provision
constitutes a “formula” under the formula plan rules of the New York Stock
Exchange, Inc. (“NYSE”) (including Section 303A.08 of the NYSE’s Listed
Company Manual), then the portion of such provision that constitutes a “formula”
shall be operative only until, and shall cease to be effective on, the date that
is 10 years after July 17, 2003 or, if later, the date of the most recent
shareholder approval of the Plan.

     

    23.           Adoption
By Affiliates

     

    With the
consent of the Committee, any Affiliate that is not considered a single employer
with the Corporation under Code Section 414(b) or Code Section 414(c) may adopt
the Plan for the benefit of its 


    
      
        
           


        

        
          21

          
            

          

        

        
           


        

      

    

    Employees
by written instrument delivered to the Committee before the grant of any Award
subject to Code Section 409A to the Affiliate’s Employees under the
Plan.

     

    
 

    
 

    
 

    
 

    
 

    
 


    
      
         


      

      
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    Exhibit
A

    to
the

    Centex
Corporation 2003 Equity Incentive Plan

    
 

    Resolution
related to stock options adopted by the Compensation and Management Development
Committee of the Board of Directors of Centex Corporation on May 13,
2004.

    
 

    RESOLVED, that all non-qualified
options held by Full Time Employees to acquire common stock of Centex
Corporation awarded under any of the stock plans listed below, whether awarded
before or after May 13, 2004, shall be subject to the following from and
after May 13, 2004:

     

    
      
        	 	
                1. 

              	

                If
      an optionee shall voluntarily terminate employment and at such time he or
      she is age 55 or older, has at least 10 Years of Service and the sum of
      age and Years of Service equals at least 70, then all non-qualified
      options held by him or her shall immediately vest upon the termination of
      employment (“Vested Retirement”).

                 

              
	 	
                2. 

              	

                All
      rights to exercise such vested options will terminate 12 months following
      the date of such Vested Retirement.  However, to the extent that
      an option agreement provides a longer time to exercise following voluntary
      termination of employment, then such agreement will control.

                 

              
	 	
                3. 

              	
                 As
      used herein: “Full Time Employee” means a person actively and regularly
      engaged in work at least 40 hours a week; and “Years of Service” means an
      optionee’s years of employment with Centex Corporation or any of its
      Affiliates.  An optionee shall be credited with a Year of
      Service on each anniversary of the date on which he or she was first
      employed by Centex Corporation or its Affiliate, provided that the
      optionee continues to be employed by such employer on such anniversary
      date.

                 

              
	 	
                4.  

              	
                The
      stock plans covered are:

              
	 	 	 
	 	 	 ●    Centex
      Corporation Amended and Restated 1987 Stock Option
      Plan
	 	 	 
	 	 	 ●    Seventh Amended and
      Restated 1998 Centex Corporation Employee Non-Qualified Stock Option
      Plan
	 	 	 
	 	 	 ●   Amended and
      Restated Centex Corporation 2001 Stock
      Plan
	 	 	 
	 	 	 ●    Amended and
      Restated Centex Corporation 2003 Equity Incentive
      Plan


      

       

    

    FURTHER RESOLVED, that the appropriate
officers of the Corporation are hereby directed to take all steps that they deem
necessary or appropriate to communicate the substance of the foregoing
resolution to option holders who are affected and, where they deem necessary, to
document the substance of this resolution by way of amendments to the stock
plans and to existing option agreements.

     

    
      
         


      

      
        23