NON-EMPLOYEE
DIRECTORS

    RESTRICTED
STOCK AGREEMENT

    


    UNDER

    


    TEXAS
INDUSTRIES, INC. 2004 OMNIBUS EQUITY COMPENSATION PLAN

    


    


    


    Pursuant to its 2004 Omnibus Equity
Compensation Plan, TEXAS INDUSTRIES, INC., effective this ________________
day of ________________, 20____, hereby grants to
_______________________________ (“Grantee”) ______ Shares of Common Stock as an
award of Restricted Stock (as defined in the Plan) on the terms and conditions
hereinafter set forth.

    


    


    


    ARTICLE
I
Definitions

    


    


    
      	
              (a)

            	
              “Common
      Stock” means shares of the Company’s Common Stock, $1.00 par
      value.

            


    

    


    
      	
              (b)

            	
              “Company”
      means Texas Industries, Inc., a Delaware corporation, and any successor
      thereto as defined in the Plan.

            


    

    


    
      	
              (c)

            	
              “Grant
      Date” means the date of this Agreement, as set forth
  above.

            


    

    


    
      	
              (d)

            	
              “Grantee”
      means the person named above to whom Shares of Restricted Stock have been
      awarded, except where the context plainly otherwise
    requires.

            


    

    


    
      	
              (i)

            	
              “Plan”
      means the Texas Industries, Inc. 2004 Omnibus Equity Compensation Plan, as
      it may be amended from time to
time.

            


    

    


    
      	
              (j)

            	
              “Period
      of Restriction” is defined in Article II, Section
  (a).

            


    

    


    
      	
              (k)

            	
              “Share”
      means a share of Common Stock.

            


    

    


    
      	
              (l)

            	
              “Successor”
      means the legal representative of the estate of a deceased Grantee or the
      person or persons who shall acquire any rights under this Agreement by
      bequest or inheritance or by reason of the death of the
      Grantee.

            


    

    


    
      	
              (n)

            	
              Each
      other capitalized term that is used but not defined in this Agreement
      shall have the meaning prescribed in the
Plan.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
II
Restrictions

    


    


    
      	
              (a)

            	
              Except
      as otherwise provided in the Plan or this Agreement, the Shares of
      Restricted Stock may not be sold, transferred, pledged, assigned, or
      otherwise disposed of until the end of the applicable Period of
      Restriction.  The period
      of time between the Grant Date and the date the Shares of Restricted Stock
      become vested is referred to herein as the “Period of
      Restriction.”

            


    

    


    
      	
              (b)

            	
              In
      the event that as a result of (i) any stock dividend, stock split or other
      change in the Stock, or (ii) any merger or sale of all or substantially
      all of the assets or other acquisition of the Company, and by virtue of
      any such change the Grantee shall in his or her capacity as owner of
      unvested Shares of Restricted Stock (the “Prior Stock”) be entitled to new
      or additional or different shares or securities,  such new or
      additional or different shares or securities shall thereupon be subject to
      all of the conditions and restrictions that were applicable to the Prior
      Stock during the Period of Restriction of the Prior
  Stock.

            


    

    


    
      	
              (c)

            	
              The
      Company shall not be required (i) to transfer on its books any securities
      which have been sold or transferred in violation of any of the provisions
      in this Agreement, or (ii) to treat as owner of such securities or to
      accord the right to vote as owner or to pay dividends to any transferee to
      whom such shares shall have been so
transferred.

            


    

     

    


    ARTICLE
III
Vesting

    


    


    
      	
              (a)

            	
              Unless
      vested earlier in accordance with other provisions of this Agreement, the
      interest of Grantee in the Shares of Restricted Stock shall vest as to
      one-third of such Shares on the date of the next annual stockholders’
      meeting after the Grant Date, and as to an additional one-third on each
      succeeding annual stockholders’ meeting thereafter, so as to be 100%
      vested on the date of the third annual stockholders’ meeting after the
      Grant Date, conditioned upon Grantee’s continued service as a director of
      the Company as of each vesting
date.

            


    

    


    


    
      	
              (b)

            	
              Notwithstanding
      the other provisions of this Agreement, the interest of Grantee in all
      unvested Shares of Restricted Stock shall vest on the date of the death or
      disability (as determined by the Compensation Committee of the Board of
      Directors) of Grantee or the date of an annual stockholders’ meeting at
      which Grantee is not re-elected upon the expiration of his term of
      office.

            


    

    


    
      	
              (c)

            	
              If
      the Grantee’s service as a director of the Company is terminated, the
      balance of the Shares of Restricted Stock which have not vested pursuant
      to paragraphs (a) or (b) of this Article III or Article V shall be
      forfeited by Grantee, and ownership transferred back to the
      Company.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    ARTICLE
IV
Certificates and
Legends

    


    
      	
              (a)

            	
              The
      Company will retain the certificates representing Shares of Restricted
      Stock in the Company’s possession until such time as such Shares are
      vested or restrictions applicable to such Shares have otherwise been
      satisfied or lapse.  Grantee will deliver to the Company such
      stock powers executed in blank as may be requested by the Company in order
      to transfer back to the Company any Shares of Restricted stock that may be
      forfeited pursuant to Article III, paragraph
  (b).

            


    

    


    
      	
              (b)

            	
              Each
      certificate representing Shares of Restricted Stock shall bear the
      following legend:

            


    

    
      	 	 
	
               
      

            	
              The
      sale or transfer of shares of stock represented by this certificate,
      whether voluntary, involuntary, or by operation of law, is subject to
      certain restrictions on transfer as set forth in the Texas Industries,
      Inc. 2004 Omnibus Equity Compensation Plan, and an associated Restricted
      Stock Agreement.  A copy of
      the Plan and such Agreement may be obtained from Texas Industries,
      Inc.

            


    

    


    
      	
              (c)

            	
              Upon
      vesting of Shares of Restricted Stock, the Company shall deliver to
      Grantee, as soon thereafter as practicable, a certificate in the Grantee’s
      name for such Shares without the legend set forth in paragraph (b) of this
      Article IV, and such Shares shall become freely transferable by
      Grantee.

            


    

    


    ARTICLE
V
Change of
Control

    


    
      	
              (a)

            	
              If
      a Change of Control (as defined below) occurs, all Shares of Restricted
      Stock shall become immediately vested, notwithstanding the specific terms
      of this Agreement.

            


    

    


    
      	
              (b) 

            	
              “Change
      of Control” means the occurrence of any of the following after the Grant
      Date:

            


    

    


    
      	
               
      

            	
              (i)

            	
              Any
      person becomes the beneficial owner of securities of the Company
      representing more than 50% of the combined voting power of the Company’s
      then outstanding securities that have the right to vote for the election
      of directors generally.  “Person” shall have the meaning
      ascribed to such term in Section 3(a)(9) of the Securities Exchange Act of
      1934, as amended, and used in Sections 13(d)(3) and 14(d)(2) thereof,
      including a “group” as defined in Section 13(d) thereof, other than (1)
      any employee plan established by the Company, (2) the Company or any of
      its subsidiaries, (3) an underwriter temporarily holding securities
      pursuant to an offering of such securities, or (4) an entity owned,
      directly or indirectly, by security holders (including, without
      limitation, warrant or option holders) of the Company in substantially the
      same proportions as their ownership of the Company.  “Beneficial
      owner” shall have the meaning ascribed to such term in Rule 13d-3 under
      such act.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (ii)

            	
              Continuing
      Directors cease for any reason to constitute a majority of the directors
      of the Company then serving.  “Continuing Directors” means
      directors of the Company who were:

            


    

     

    
      	 	(x) 	directors
      on the Grant Date, or 
	 	 	 
	
               
      

            	
              (y)

            	
              elected
      or nominated for election with the approval of a majority of the directors
      who, at the time of such election or nomination, were Continuing
      Directors.

            


    

    


    
      	
               
      

            	
              (iii)

            	
              A
      merger, consolidation or other business combination (including an exchange
      of securities with the security holders of an entity that is a constituent
      in such transaction) of the Company with any other entity, unless the
      voting securities of the Company outstanding immediately prior to such
      merger, consolidation or business combination continue to represent at
      least a majority of the combined voting power of the securities having the
      right to vote for the election of directors generally of the Company or
      the surviving entity or any parent thereof outstanding immediately after
      such merger, consolidation or business combination (either by remaining
      outstanding or by being converted into or exchanged for voting securities
      of the surviving entity or parent
thereof).

            


    

    


    
      	
               
      

            	
              (iv)

            	
              The
      Company (taken as a whole with its
      subsidiaries) sells, leases or otherwise disposes of all or
      substantially all of its assets (in one transaction or a series of related
      transactions, including by means of a sale, lease or disposition of the
      assets or equity interests in one or more of its direct or indirect
      subsidiaries), other than such a sale, lease or other disposition to an
      entity of which at least a majority of the combined voting power of the
      outstanding securities are owned directly or indirectly by stockholders of
      the Company.

            


    

    


    
      	
               
      

            	
              (v)

            	
              The
      occurrence of any other event or circumstance that results in the Company
      filing or being required to file a report or proxy statement with the
      Securities and Exchange Commission disclosing that a change of control of
      the Company has occurred.

            


    

     

    
 

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    ARTICLE
VI
Securities Act
Compliance

    


    Grantee may not sell or otherwise
dispose of vested Shares of Restricted Stock received pursuant to this Agreement
unless Grantee first satisfies himself/herself that such Shares have been duly
registered under the Securities Act of 1933 or that under such Act no prospectus
and no compliance with Regulation A of the Securities and Exchange Commission
are required for such sale or disposition and that no state license or permit is
necessary for such sale or disposition, or that such a state license or permit,
if required, has been duly issued.

    


    


    ARTICLE
VII
Other
Terms

    


    
      	
              (a)

            	
              Grantee
      understands that (i) during the Period of Restriction, Grantee shall have
      all the rights of a shareholder with respect to the Shares of Restricted
      Stock except for the right to transfer the Shares of Restricted Stock, as
      set forth in Article II.  Accordingly, Grantee shall have the
      right to vote the Shares of Restricted Stock and to receive any cash
      dividends paid to or made with respect to the Shares of Restricted Stock;
      and (ii) nothing in this Agreement or the Plan shall confer on Grantee any
      right to continue in the service of the Company as a director,
      notwithstanding the possibility that unvested Shares of Restricted Stock
      will thereby be forfeited.

            


    

    


    
      	
              (b)

            	
              Grantee
      shall be liable for any and all income taxes arising out of this grant or
      the vesting of Shares of Restricted Stock
  hereunder.

            


    

    


    
      	
              (c)

            	
              If
      Grantee makes an election pursuant to Section 83(b) of the Code concerning
      this grant of Restricted Stock, Grantee shall promptly file a copy of such
      election with the Company.

            


    

    


    
      	
              (d)

            	
              This
      Agreement shall be non-transferable and non-assignable except by will and
      by the law of descent and distribution to the extent that on the date of
      Grantee’s death there were vested Shares of Restricted Stock that had not
      yet been delivered to Grantee.

            


    

    


    
      	
              (e)

            	
              The
      Grantee or Successor of the Grantee agrees that any dispute or
      disagreement which may arise hereunder shall be determined by the Board of
      Directors or the Committee in its sole discretion and judgment, and that
      any such determination and any interpretation by the Board of Directors or
      the Committee of the terms of this Agreement or the Plan shall be final
      and binding and conclusive, for all purposes, upon the Company, the
      Grantee or the Successor of the Grantee.  No member of the Board
      or the Committee shall be liable to any person for any action, failure to
      act, omission or determination taken or made in good faith with respect to
      the Plan or this Agreement.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
              (f)

            	
              Any
      notice given by the Company to the Grantee shall be effective to bind any
      person who shall acquire rights hereunder.  The Company shall be
      under no obligation whatsoever to advise the Grantee of the existence,
      maturity or termination of any of the Grantee’s rights hereunder and the
      Grantee shall be deemed to have familiarized himself/herself with all
      matters contained herein and in the Plan which may affect any of the
      Grantee’s rights and privileges
hereunder.

            


    

    


    
      	
              (g)

            	
              This
      Agreement is subject to the Plan and its terms and provisions (including
      any subsequent amendments thereto), which Plan and its terms and
      provisions are by this reference incorporated herein.  In the
      event of a conflict between any term or provision contained herein and a
      term or a provision of the Plan, the applicable terms and provisions of
      the Plan will govern and prevail.

            


    

    


    IN WITNESS WHEREOF, TEXAS INDUSTRIES,
INC. has caused this Restricted Stock Agreement to be executed as of the Grant
Date, and Grantee has accepted the terms and provisions hereof.

     

    
      
        	 	 	TEXAS INDUSTRIES,
      INC. 	 
	
              	 	 	
              	 
	 	 	By: 	 	 
	 	 	Name: 	 	 
	 	 	Title: 	 	 
	 	 	 	 	 
	ACCEPTED: 	 	 	 	 
	 	 	 	 	 


      

       

      
        	

                Name: 

              	
                 

              	 	 	
                 

              	 
	
                 

              	 	 	
                 

              	 


      

    

     

     

    
      
        
        

      

      
        6