ex10-2.htm


                                                                                                    

    Exhibit
10.2

     

    AMENDED
AND RESTATED

     

    CENTEX
CORPORATION 2001 STOCK PLAN

     

    (Amended
and Restated Effective February 11, 2009)

     

    


     

    1. Purpose

     

    The
purpose of the Plan is to assist the Company in attracting and retaining as
officers and key employees of the Company and its Affiliates, and as Directors
of the Company, individuals of training, experience and ability, and to furnish
additional incentive to such individuals by encouraging them to become owners of
Shares, by granting to such individuals Options or Restricted
Stock.  Options granted hereunder are intended to be exempt from the
requirements of Section 409A of the Code, and the Plan shall be interpreted and
administered in a manner consistent with that intent.

     

    2. Definitions

     

    Unless
the context otherwise requires, the following words as used herein shall have
the following meanings:

     

    “Affiliate” — Any corporation
or other entity that is a direct or indirect parent or subsidiary (including,
without limitation, partnerships and limited liability companies) of the
Company; provided, however, that such entity shall be considered an Affiliate
only if it would be aggregated and treated as a single employer with the Company
under Section 414(b) of the Code (controlled group of corporations) or Section
414(c) of the Code (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) Section 1563 of the Code and the regulations thereunder for determining a
controlled group of corporations under Section 414(b) of the Code, and (b)
Treasury Regulation Section 1.414(c)-2 for determining the trades or businesses
that are under common control under Section 414(c) of the Code.

     

    “Agreement” — The written
agreement, whether delivered on paper or by electronic medium, between the
Company and the Optionee or holder of Restricted Stock evidencing the Option or
Restricted Stock granted by the Company, which shall be in such form and contain
such provisions as the Committee may prescribe.

     

    “Board” — The Board of
Directors of the Company, as the same may be constituted from time to
time.

     

    “Code” — The Internal Revenue
Code of 1986, as amended from time to time.

     

    “Committee” — The Compensation
and Stock Option Committee of the Board, composed solely of two or more
Directors who are appointed by the Board from time to time and who satisfy the
requirements of Rule 16b-3(b)(3) promulgated under the Securities Exchange Act
of 1934, or any successor provision.

     

    “Company” — Centex Corporation,
a Nevada corporation.

     

    “Director” — An individual who
is a member of the Board.

    


    
      
        
           


        

        
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    “Disability” — Total and
permanent disability as set forth in Section 22(e)(3) of the Code, or any
successor provision.

     

    “Employer” — The Company and
any Affiliate.

     

    “Fair Market Value” — As of a
particular date, (i)(A) if Shares are listed on a national securities exchange,
the closing price per Share, as reported on the consolidated transaction
reporting system for the New York Stock Exchange or such other national
securities exchange on which Shares are listed that is at the applicable time
the principal market for the Shares, 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 Shares
are not so listed, the mean between the closing bid and asked price of Shares 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) at the discretion of
the Committee, the value of Shares determined in good faith by the Committee, or
(ii) if applicable, the price per share as determined in accordance with the
procedures of a third party administrator retained by the Company to administer
the Plan.  Any determination of Fair Market Value with respect to
Options shall be consistent with Section 409A of the Code and the Treasury
Regulations and other guidance thereunder.

     

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

     

    “Option” — A nonqualified
option to purchase one or more Shares granted under and pursuant to the
Plan.  A nonqualified option does not satisfy the requirements of
Section 422 of the Code, or any successor provision.

     

    “Optionee” — An individual who
has been granted an Option under the Plan.

     

    “Participant” — An individual
who has been granted Restricted Stock or an Option under the Plan.

     

    “Plan” — This Centex
Corporation 2001 Stock Plan.

     

    “Restricted Stock” — Shares
issued pursuant to Section 17 of the Plan.

     

    “Retirement” — The
Participant’s voluntary termination of employment from the Employer including,
where the context indicates, Vested Retirement with respect to Options or
Restricted Stock granted prior to April 1, 2006.

     

    “Share” — A share of the
Company’s present twenty-five cents ($0.25) par value common stock and any share
or shares of capital stock or other securities of the Company hereafter issued
or issuable upon, in respect of or in substitution or in exchange for each
present share.  Such Shares may be unissued or reacquired Shares, as
the Board, in its sole and absolute discretion, shall from time to time
determine.

     

    “Vested Retirement” — The
voluntary termination of all employment of an Optionee or a Participant
(excluding a Non-employee Director) who is a Full Time Employee from the
Employer at any time after he or she (1) is age 55 or older, (2) has at least 10
Years of Service and (3) the combination of age and Years of Service equal at
least 70.  Calculation of eligibility for Vested Retirement shall
be

     

    
      
        
           


        

        
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    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.  In
no event will the Plan’s Vested Retirement provisions apply to Options or
Restricted Stock granted on or after April 1, 2006.

     

    “Years of Service” — The
Optionee’s or Participant’s years of employment with an Employer.  An
Optionee or 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 Optionee or Participant continues to be employed by an
Employer on such anniversary date.

     

    3. Administration

     

    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 Company and in keeping with the
objectives of this Plan. The Committee may, in its discretion, provide for the
extension of the exercisability of an Option but only to the extent such
extension does not result in a modification of the Option for purposes of
Section 409A of the Code, accelerate the vesting or exercisability of an Option
or Restricted Stock award, eliminate or make less restrictive any restrictions
applicable to an Option or Restricted Stock award, waive any restriction or
other provision of this Plan or an Option or Restricted Stock award or otherwise
amend or modify an Option or Restricted Stock award in any manner that is either
(i) not adverse to the Optionee or holder of Restricted Stock to whom such
Option or Restricted Stock was granted or (ii) consented to by the Optionee or
holder of Restricted Stock.  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 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.

     

    4. Shares
Subject to Plan

     

    (a) A maximum
of 3,888,482 Shares shall be subject to grants of Options or awards of
Restricted Stock under the Plan; provided, however, that of such number of
Shares, no more than 350,000 Shares shall be subject to awards of Restricted
Stock; and provided further, that such maximum shall be increased or decreased
as provided in Section 12 hereof.  The Shares subject to the Plan
shall consist of unissued Shares or previously issued Shares reacquired and held
by the Company or any Affiliate.

     

    (b) At any
time and from time to time after the Plan takes effect, the Committee, pursuant
to the provisions herein set forth, may grant Options and award Restricted Stock
until the maximum number of Shares shall be exhausted or the Plan shall be
sooner terminated.

     

    (c) If any
Option expires or is canceled without being fully exercised or is settled in
cash, or if any Restricted Stock previously awarded is reacquired by the
Company, the number of Shares with respect to which such Option shall not have
been exercised prior to its expiration or cancellation and the number of Shares
of such Restricted Stock so reacquired may again be optioned or awarded pursuant
to the provisions hereof.

     

    
      
        
           


        

        
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    (d) If the
option price or any applicable tax withholding obligation payable upon exercise
of an Option is satisfied by the tender or withholding of Shares to or by the
Company (by either actual delivery or attestation), the number of Shares so
tendered or withheld shall be eligible for reissuance under the
Plan.

     

    5. Eligibility

     

    Eligibility
for receipt of a grant of Options under the Plan shall be confined to (a) a
limited number of persons who are employed by the Company or an Affiliate and
hold key positions in and for the Company or an Affiliate and (b)
Directors.

     

    6. Granting
of Options

     

    (a) From time
to time while the Plan is in effect, the Committee may in its absolute
discretion select from among the persons eligible to receive a grant of Options
under the Plan (including persons who have already received such grants of
Options) such one or more of them as in the opinion of the Committee should be
granted Options. The Committee shall thereupon, likewise in its absolute
discretion, determine the number of Shares to be allotted for option to each
person so selected.

     

    (b) Each
person so selected shall be granted an Option to purchase the number of Shares
so allotted to him, upon such terms and conditions, consistent with the
provisions of the Plan, as the Committee may specify.

     

    (c) Each
Option granted under the Plan shall be evidenced by an Agreement setting forth
the terms and conditions of the Option.  The date that the Committee
specifies to be the grant date of an Option to an individual shall constitute
the date on which the Option covered by such Agreement is granted; provided,
however, that the grant date of an Option will be determined in a manner that
complies with Treasury Regulation Section
1.409A-1(b)(5)(vi)(B).    In no event, however, shall an
Optionee gain any rights in addition to those specified by the Committee in its
grant, regardless of the time that may pass between the grant of the Option and
the actual execution of the Agreement by the Company and the
Optionee.

     

    (d) No person
may be granted Options under this Plan for more than 250,000 Shares in any one-year
period.

     

    7. Option
Price

     

    The
option price for each Share covered by each Option shall not be less than 100%
of the Fair Market Value of the Share at the time the Option is
granted.  Notwithstanding the foregoing, if there occurs any
transaction of a type described in Section 12(a), (b) or (c) hereof, the option
price of the Shares subject to each existing Option adjusted pursuant to such
provisions or any new Option or assumed option issued pursuant to such
provisions may be different than the Fair Market Value of the Shares at the time
the Option is granted; provided, however, in no event shall –

     

    (a) the
excess of the aggregate Fair Market Value of the Shares subject to the Option
immediately after the transaction over the aggregate option price of such Shares
be more than the excess of the aggregate Fair Market Value of all shares subject
to the other option immediately prior to the transaction over the aggregate
option price of shares subject to the other option; and

     

    
      
        
           


        

        
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    (b) the ratio
of the option price to the Fair Market Value of the Shares subject to the Option
immediately after the transaction be more favorable to the Optionee than the
ratio of the option price to the Fair Market Value of the shares subject to the
other option immediately prior to such transaction, determined on a
share-by-share basis.

     

    Notwithstanding
the above, the provisions of this Section 7 shall be applied in a manner that
complies with Section 409A of the Code and the Treasury Regulations and other
guidance thereunder.  In the event of a conflict between the terms of
this Section 7 and the above cited statute, regulations, and rulings, or in the
event of an omission in this Section 7 of a provision required by said laws, the
latter shall control in all respects and are hereby incorporated herein by
reference as if set out at length.

     

    8. Option
Period

     

    Each
Option shall run for such period of time as the Committee may specify, but in no
event for longer than seven (7) years from the date when the Option is granted,
including the period of time provided in the subsections of this Section 8;
and subject to the following limits:

     

    (a) Except as
provided below in this subsection (a) or in subsection (f), all rights to
exercise an Option shall terminate within four (4) months after the date the
Optionee ceases to be an employee of the Company or an Affiliate, or after the
date the Optionee 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); except that (i) in the case of an Optionee who
is a Director and, on the date the Optionee ceases to be a Director (and if also
an employee ceases to be an employee), has (A) at least ten (10) years of
service as a Director, all Shares subject to such Option will vest on such date
and all rights to exercise such Option shall terminate three (3) years after the
date the Optionee ceases to be a Director (but in no event later than the end of
the original period of the Option), or (B) less than ten (10) years of service
as a Director, all Shares 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 shall terminate three (3) years after
such date; and (ii) if the Optionee’s employment or service as a Director is
terminated for cause, the entire Option, including both exercisable and
unexercisable Shares, shall immediately terminate and thereafter be null and
void for all purposes.

     

    (b) In the
case of an Optionee who satisfies the test for Vested Retirement, Options
granted prior to April 1, 2006 and held by such Optionee will automatically
vest upon Vested Retirement.

     

    (c) If the
Optionee ceases to be employed by the Company and its Affiliates, or ceases to
be a Director, whichever may occur later, by reason of his death, all rights to
exercise any Option held by such Optionee shall terminate fifteen (15) months
after his death (but in no event later than the end of the original period of
the Option).

     

    (d) If the
employment of the Optionee with the Company or any of its Affiliates shall
terminate as a result of a Disability, he may, within six (6) months following
such date (but in no event later than the end of the original period of the
Option), exercise any Option held by such Optionee, in each case, to the extent
he was entitled to exercise such Option on the date of termination of
employment.  To the extent that the Shares covered by his Option were
unexercisable as of such termination of employment, the Option shall
terminate.  If the Optionee does not exercise such Option (which he
was entitled to exercise as of such termination) within the time specified
herein, the Option shall thereupon terminate.

     

    
      
        
           


        

        
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    (e) If an
Option is granted with a term shorter than seven (7) years, the Committee may
extend the term of the Option, but for not more than seven (7) years from the
date when the Option was originally granted.

     

    (f) Notwithstanding
the foregoing, if an Option granted prior to April 1, 2006 is held by an
Optionee 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.  To the extent that an Agreement
provides for a longer time to exercise, then such Agreement will
control.

     

    9. Options
Not Transferable

     

    Unless
otherwise determined by the Committee and provided in the Agreement, no Option
or interest therein shall be transferable by an Optionee otherwise than by will,
the applicable laws of descent and distribution, or a domestic relations
order.  The Committee may prescribe and include in an Agreement any
applicable restrictions or conditions on transfer of Options.  Any
attempted assignment in violation of this Section 9 shall be null and
void.

     

    10. Exercise
of Options

     

    (a) During
the lifetime of an Optionee, only he or his guardian or legal representative or
transferee may exercise an Option granted to him. In the event of his death, any
then exercisable portion of his Option may, within fifteen (15) months
thereafter or earlier date of termination of the original period of Option, be
exercised in whole or in part by any person empowered to do so under the
deceased Optionee’s will or under the applicable laws of descent and
distribution.

     

    (b) At any
time, and from time to time, during the period when any Option, or a portion
thereof, is exercisable, such Option, or portion thereof, may be exercised in
whole or in part; provided, however, that the Committee may require in the
Agreement that any Option which is partially exercised be so exercised with
respect to at least a stated minimum number of Shares.

     

    (c) Each
exercise of an Option or portion or part thereof shall be evidenced by a notice
in writing by or on behalf of the Optionee to the Company.  The
purchase price of the Shares for which an Option is exercised must be paid prior
to issuance of the Shares.  The Exercise price of an Option must be
paid by cash, certified or cashiers’ check, wire transfer, delivery (either
actually or by attestation) of whole Shares owned by the Optionee, or through
the withholding by the Company from the Shares otherwise issuable pursuant to
the Option of an appropriate number of Shares, or any combination of the
aforementioned methods of payment, prior to issuance of the
Shares.  For purposes of determining the amount, if any, of the option
price satisfied by delivery or withholding of Shares, such Shares shall be
valued at their Fair Market Value on the date of exercise.  Any Shares
actually delivered in satisfaction of all or a portion of the option price shall
be appropriately endorsed for transfer and assignment to the
Company.

     

    (d) No Shares
shall be issued until full payment therefor has been made, and an Optionee shall
have none of the rights of a stockholder until Shares are issued to
him.

     

    (e) Nothing
herein or in any Agreement evidencing an Option granted hereunder shall require
the Company to issue any Shares upon exercise of an Option if such issuance
would, in the opinion of counsel for the Company, constitute a violation of the
Securities Act of 1933, as amended, or any similar or superseding statute or
statutes, or any other applicable statute or regulation, as then in effect. Upon
the exercise of an Option or portion or part thereof, the Optionee shall give to
the Company satisfactory

     

    
      
        
        

      

      
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    evidence
that he is acquiring such Shares for the purpose of investment only and not with
a view to their distribution; provided, however, if or to the extent that the
Shares subject to the Option shall be included in a registration statement filed
by the Company or an Affiliate, such investment representation shall not be
required.

     

    11. Delivery
of Shares Upon Exercise

     

    As
promptly as may be practicable after an Option, or a portion or part thereof,
has been exercised as hereinabove provided, the Company shall make delivery of
the Shares acquired upon exercise of such Option to the Optionee or shall cause
such Optionee’s interest in such Shares to be evidenced by an entry on the
Company’s books and records.

     

    12. Changes
in Company’s Shares and Certain Corporate Transactions

     

    (a) If at any
time while the Plan is in effect there shall occur any subdivision or
consolidation of outstanding Shares, declaration of a dividend payable in Shares
or other stock split, then, and in each such event, proportionate adjustments
shall be made, in accordance with Treasury Regulation Section
1.409A-1(b)(v)(5)(D), to:

     

    (i)     to being
so optioned and awarded;

     

    (ii)   
the
number of Shares and the option price per Share thereof then subject to purchase
pursuant to each Option previously granted, to the end that the same proportion
of the Company’s issued and outstanding Shares shall remain subject to purchase
at the same aggregate option price;

     

    (iii)   the
number of Shares of Restricted Stock previously awarded under the Plan, to the
end that each award represents the same proportion of the Company’s issued and
outstanding Shares; and

     

    (iv)   the
number of Shares subject to Options that may be granted to any person in any
one-year period pursuant to the limitation set forth in Section 6(d), to the end
that each such limitation represents the same proportion of the Company’s issued
and outstanding Shares.

     

    (b) If at any
time while the Plan is in effect there shall occur any other recapitalization or
capital reorganization of the Company, any consolidation or merger of the
Company with another corporation or entity, the adoption by the Company of any
plan of exchange affecting the Shares or any distribution to holders of Shares
of securities or property (other than normal cash dividends or dividends payable
in Shares), the Committee may, in accordance with Treasury Regulation Section
1.409A-1(b)(v)(5)(D), make proportionate adjustments to:

     

    (i)     the
number of Shares and the option price per Share thereof then subject to purchase
pursuant to each Option previously granted;

     

    (ii)    the
number of Shares of Restricted Stock previously awarded under the
Plan;

     

    (iii)   the
number of Shares subject to Options that may be granted to any person in any
one-year period pursuant to the limitation set forth in Section 6(d);
and

    


    
      
        
           


        

        
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             (iv)    the
maximum number of Shares then subject to being optioned or awarded as Restricted
Stock under the Plan;

     

    in each
case, in order to reflect the transaction and (in the case of clauses (i) and
(ii) above) to the end of maintaining the proportionate interest of the holders
of Options and Shares of Restricted Stock; provided, however, that such
adjustments shall only be made to the extent necessary to preserve, without
exceeding, the value of such Options and Shares of Restricted
Stock.

     

    (c) In the
event of a merger, consolidation, acquisition of property or stock, separation,
reorganization or liquidation, the Committee shall be authorized to issue or
assume new Options or Shares of Restricted Stock as it determines is appropriate
in substitution for, or to reflect the assumption of, any other option,
restricted stock grant or other award, whether or not awarded under this
Plan.

     

    (d) Except as
is otherwise expressly provided herein, the issuance by the Company of shares of
its capital stock of any class or securities convertible into shares of capital
stock of any class, either in connection with a direct sale or upon the exercise
of rights or warrants to subscribe therefor, or upon conversion of shares or
obligations of the Company convertible into such shares or other securities,
shall not affect, and no adjustment by reason thereof shall be made with respect
to, the number of or option price of Shares then subject to outstanding Options
granted under the Plan.  Furthermore, the presence of outstanding
Options granted under the Plan shall not affect in any manner the right or power
of the Company to make, authorize or consummate (i) any or all adjustments,
recapitalizations, reorganizations or other changes in the Company’s capital
structure or its business; (ii) any merger or consolidation of the Company;
(iii) any issuance by the Company of debt securities or preferred or preference
stock that would rank above the Shares subject to outstanding Options or Shares
of Restricted Stock granted under the Plan; (iv) the dissolution or liquidation
of the Company; (v) any sale, transfer or assignment of all or any part of the
assets or business of the Company; or (vi) any other corporate act or
proceeding, whether of a similar character or otherwise.

     

    (e) Notwithstanding
anything to the contrary above, a dissolution or liquidation of the Company, a
merger (other than a merger effecting a reincorporation of the Company in
another state) or consolidation in which the Company is not the surviving
corporation (or survives only as a subsidiary of another corporation in a
transaction in which the stockholders of the parent of the Company and their
proportionate interests therein immediately after the transaction are not
substantially identical to the stockholders of the Company and their
proportionate interests therein immediately prior to the transaction) or a
change in control (as specified below) shall cause every Option then outstanding
to become exercisable in full and shall cause every restriction with respect to
any Shares of Restricted Stock to terminate immediately prior to such
dissolution, liquidation, merger, consolidation or change in control, to the
extent not theretofore exercisable or free of restrictions, without regard to
the determination as to the periods and installments of exercisability or
termination of restrictions contained in the Agreements if, and only if, such
Options have not at that time theretofore expired or been terminated or such
Shares of Restricted Stock have not at that time theretofore been cancelled or
forfeited.  For purposes of this Section 12(c), a change in control
shall be deemed to have taken place if (i) a third person, including a “group”
as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, becomes
the beneficial owner of Shares of the Company having 50% or more of the total
number of votes that may be cast for the election of directors of the Company or
(ii) as a result of, or in connection with, a contested election for directors,
the persons who were directors of the Company immediately before such election
shall cease to constitute a majority of the Board.  Notwithstanding
the foregoing provisions of this paragraph, in the event of any such
dissolution, merger, consolidation or change in control, the Board may
completely satisfy all obligations of the Company and its Affiliates with
respect to any Options or Shares of Restricted Stock outstanding on the date of
such event and

    


    
      
        
           


        

        
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    (f) cancel
such Options or Shares of Restricted Stock by (A) in the case of Options,
delivering to the Optionee cash in an amount equal to the difference between the
aggregate option price for Shares under the Options and the Fair Market Value of
such Shares on the date of such event and (B) in the case of Shares of
Restricted Stock,  delivering to the holder of such Shares cash in an
amount equal to the Fair Market Value of such Shares on the date of such event,
which payment shall in either case be made within a reasonable time after such
event.

     

    (g) As of
March 31, 2006 the number of shares available for issuance of Options or awards
of Restricted Stock is 668,592, and there shall be no more awards of Restricted
Stock.

     

    13. Effective
Date

     

    The Plan
shall be effective on May 17, 2001, the date of its adoption by the Board, but
shall be submitted to the stockholders of the Company for approval at the next
regular or special meeting thereof to be held within twelve (12) months after
the Board shall have adopted the Plan.  If, at such a meeting of the
stockholders of the Company, the Plan is not approved by the affirmative vote of
a majority of the $0.25 par value common stock of the Company present and
entitled to vote at such meeting, then, and in such event, the Plan and all
Options granted under the Plan and all awards of Restricted Stock under the Plan
shall become null and void and of no further force or effect.

     

    14. Amendment,
Suspension or Termination of the Plan

     

    The Board
may amend, 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 (a) no amendment or alteration that would adversely affect
the rights of any holder under any award previously granted to such person shall
be made without the consent of such person and (b) after the stockholders
of the Company have ratified the Plan, no amendment or alteration that would
increase the maximum number of Shares subject to the Plan (as provided in
Section 4(a)) or decrease the option price of an Option below 100% of the Fair
Market Value as of the date such Option was granted (as provided in
Section 7) may be made without obtaining approval of the
stockholders.

     

    15. Requirements
of Law

     

    Notwithstanding
anything contained herein to the contrary, the Company shall not be required to
sell or issue Shares under any Option if the issuance thereof would constitute a
violation by the Optionee or the Company of any provisions of any law or
regulation of any governmental authority or any national securities
exchange.  As a condition of any sale or issuance of Shares under an
Option, the Company may require such agreements or undertakings, if any, as the
Company may deem necessary or advisable to ensure compliance with any such law
or regulation.

     

    16. Modification
of Options

     

    Except as
provided in Section 12, notwithstanding any other provision of this Plan to the
contrary, (i) after an Option has been awarded, the price at which Shares may be
purchased upon exercise of such Option shall not be amended and (ii) no Option
shall be granted in exchange for a previously granted Option if the option price
of such previously granted Option is greater than the option price of such
replacement Option.  Notwithstanding the foregoing provisions of this
Section 16, no modification or cancellation of an Option granted hereunder
shall, without the consent of the Optionee, alter or impair any rights or
obligations under any Option theretofore granted hereunder to such Optionee
under the Plan.

     

    
      
        
           


        

        
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    17. Restricted
Stock

     

    (a) Subject
to the terms and conditions of, and within the limitations of, the Plan, Shares
of Restricted Stock may be awarded by the Committee to such individuals as are
eligible for grants of Options, as the Committee may determine at any time and
from time to time before the termination of the Plan.  Each award of
Restricted Stock shall be evidenced by an Agreement setting forth the terms and
conditions of the award.

     

    (b) A Share
of Restricted Stock is a Share that does not irrevocably vest in the holder or
that may not be sold, exchanged, pledged, transferred, assigned or otherwise
encumbered or disposed of until the terms and conditions set by the Committee at
the time of the award of the Restricted Stock have been satisfied.  A
Share of Restricted Stock shall be subject to such other restrictions, terms and
conditions as the Committee may establish, which may include, without
limitation, the rendition of services to the Company or its Affiliates for a
specified time or the achievement of specific goals.

     

    (c) If an
individual receives Shares of Restricted Stock, whether or not escrowed as
provided below, the individual shall be the record owner of such Shares and
shall have all the rights of a stockholder with respect to such Shares (unless
the escrow agreement, if any, specifically provides otherwise), including the
right to vote and the right to receive dividends or other distributions made or
paid with respect to such Shares. Any certificate or certificates representing
Shares of Restricted Stock may bear a legend similar to the
following:

     

    The
shares represented by this certificate have been issued pursuant to the terms of
the Centex Corporation 2001 Stock Plan and may not be sold, pledged,
transferred, assigned or otherwise encumbered in any manner except as set forth
in the terms of such award dated ________________, 20___.

     

    (d) In order
to enforce the restrictions, terms and conditions that may be applicable to an
individual’s Shares of Restricted Stock, the Committee may require the
individual, upon the receipt of a certificate or certificates representing such
Shares, or at any time thereafter, to deposit such certificate or certificates,
together with stock powers and other instruments of transfer, appropriately
endorsed in blank, with the Company or an escrow agent designated by the Company
under an escrow agreement in such form as shall be determined by the
Committee.

     

    (e) After the
satisfaction of the terms and conditions set by the Committee at the time of an
award of Restricted Stock to an individual, if the original certificate was
legended, a new certificate, without the legend set forth above, for the number
of Shares that are no longer subject to such restrictions, terms and conditions
shall be delivered to the individual, either by delivery of a physical
certificate or an electronic transfer to a broker.

     

    (f) The
Committee may cancel all or any portion of any outstanding restrictions prior to
the expiration of such restrictions with respect to any or all of the Shares of
Restricted Stock awarded to an individual hereunder on such terms as the
Committee may deem appropriate.

     

    (g) Subject
to the other provisions of this Section 17, including paragraph (i) below,
and unless otherwise determined by the Committee, if an individual to whom
Restricted Stock has been awarded ceases to be employed by the Company or an
Affiliate, or ceases to be a director of the Company, whichever may occur later,
for any reason prior to the satisfaction of any terms and conditions of
an

     

    
      
        
           


        

        
          10

          
            

          

        

        
           


        

      

    

    (h) award,
any Restricted Stock remaining subject to restrictions shall thereupon be
forfeited by the individual and transferred to, and reacquired by, the Company
or an Affiliate at no cost to the Company or the Affiliate. In such event, the
individual, or in the event of his death, his personal representative, shall
forthwith deliver to the Secretary of the Company the certificates for the
Shares of Restricted Stock remaining subject to such restrictions, accompanied
by such instruments of transfer, if any, as may reasonably be required by the
Secretary of the Company.

     

    (i) The
Committee may determine that an award of Restricted Stock will be subject to
restriction until one or more performance goals established by the Committee
have been achieved.  With respect to such an award, the restrictions
shall lapse and the award shall vest only upon achievement 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 established 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 individual, one or more business units of the
Company, or the Company as a whole, and may include one or more of the
following:  operating income, operating margin, earnings before
interest, taxes, depreciation and amortization (EBITDA), pre-tax income, net
income, net earnings per share, net earnings per share growth, return on
beginning stockholder’s equity, return on average net assets, total shareholder
return relative to other companies in Centex Corporation’s industry group,
debt/capitalization ratio and customer satisfaction.  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, 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), 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.  No individual
may be granted Restricted Stock awards subject to performance goals designed to
comply with Section 162(m) of the Code having a value of more than $2,500,000 in
any given one-year period.

     

    (j) The
restrictions set forth in an Agreement relative to Restricted Stock granted
prior to April 1, 2006 will terminate immediately if the Participant
retires and at the time of Retirement he or she qualifies for Vested Retirement
under the Plan.

     

    18. Tax
Withholding

     

    The
Company shall have the right to take whatever affirmative actions are required,
in the opinion of the Committee, to enable the Company or appropriate Affiliate
to satisfy any applicable payroll tax withholding requirements in connection
with the exercise of Options granted or Restricted Stock awarded under the
Plan.  Without limiting the generality of the foregoing provision, the
Company shall have the right to (a) withhold cash from a same-day-sale exercise
of an Option, (b) deduct applicable taxes from any Option or Restricted Stock
award by withholding, at the time of delivery and/or vesting of Shares under the
Plan, an appropriate number of Shares for payment of taxes required by law, (c)
permit its withholding obligations to be satisfied by the transfer to the
Company of Shares theretofore owned by the holder of the Option or recipient of
Restricted Stock with respect to which withholding is required, in which case
such Shares shall be valued based on the Fair Market Value thereof
when the tax withholding is required to be made, or (d) take such other action
as may be necessary in the opinion of the Company to satisfy all applicable tax
withholding obligations.

     

    
      
        
           


        

        
          11

          
            

          

        

        
           


        

      

    

    19. General

     

    (a) The
proceeds received by the Company from the sale of Shares pursuant to Options
shall be used for general corporate purposes.

     

    (b) Nothing
contained in the Plan or in any Agreement shall confer upon any Optionee or
recipient of Restricted Stock the right to continue in the employ of the Company
or any Affiliate or interfere in any way with the rights of the Company or any
Affiliate to terminate such Optionee’s or recipient’s employment at any
time.

     

    (c) Neither
the members of the Board nor any member of the Committee shall be liable for any
act, omission or determination taken or made in good faith with respect to the
Plan or any Option or award of Restricted Stock granted under it, and the
members of the Board and the Committee shall be entitled to indemnification and
reimbursement by the Company in respect of any claim, loss, damage or expense
(including counsel fees) arising therefrom to the full extent permitted by law
and under any directors and officers liability or similar insurance coverage
that may be in effect from time to time.

     

    (d) As
partial consideration for the granting of each Option or award of Restricted
Stock hereunder, the Optionee or recipient shall agree with the Company that he
will keep confidential all information and knowledge that he has relating to the
manner and amount of his participation in the Plan; provided, however, that such
information may be disclosed as required by law or given in confidence to the
individual’s spouse, tax or financial advisors or to a financial institution to
the extent that such information is necessary to secure a loan.

     

    (e) Participation
in the Plan shall not preclude an individual from eligibility in any other stock
option plan of the Company or any Affiliate or any old-age benefit, insurance,
pension, profit sharing, retirement, bonus or other extra compensation plans
that the Company or any Affiliate has adopted or may, at any time, adopt for the
benefit of its employees or directors.

     

    (f) Any
payment of cash or any issuance or transfer of Shares to the Optionee or to his
legal representative, heir, legatee or distributee in accordance with the
provisions hereof shall, to the extent thereof, be in full satisfaction of all
claims of such persons hereunder. The Board or Committee may require any
Optionee or recipient of an award of Restricted Stock, legal representative,
heir, legatee or distributee, as a condition precedent to such payment, to
execute a release and receipt therefor in such form as it shall
determine.

     

    (g) Neither
the Committee, the Board nor the Company guarantees the Shares from loss or
depreciation.

     

    (h) All
expenses incident to the administration of the Plan, including, but not limited
to, legal and accounting fees, shall be paid by the Company or its
Affiliates.

     

    (i) Records
of the Company and its Affiliates regarding an individual’s period of
employment, termination of employment and the reason therefor, leaves of
absence, reemployment, tenure as a Director and other matters shall be
conclusive for all purposes hereunder, unless determined by the Board or
Committee to be incorrect.

     

    
      
        
           


        

        
          12

          
            

          

        

        
           


        

      

    

    (j) The
Company and its Affiliates shall, upon request or as may be specifically
required hereunder, furnish or cause to be furnished all of the information or
documentation that is necessary or required by the Board or Committee to perform
their duties and functions under the Plan.

     

    (k) The
Company assumes no obligation or responsibility to an Optionee or recipient of
Restricted Stock, or to such Optionee’s or recipient’s personal representatives,
heirs, legatees or distributees, for any act of, or failure to act on the part
of, the Board or Committee.

     

    (l) Any
action required of the Company shall be by resolution of the Board or by a
person authorized to act by resolution of the Board. Any action required of the
Committee shall be by resolution of the Committee or by a person authorized to
act by resolution of the Committee.

     

    (m) If any
provision of the Plan or any Agreement is held to be illegal or invalid for any
reason, the illegality or invalidity shall not affect the remaining provisions
of the Plan or the Agreement, as the case may be, but such provision shall be
fully severable and the Plan or the Agreement, as the case may be, shall be
construed and enforced as if the illegal or invalid provision had never been
included herein or therein.

     

    (n) Whenever
any notice is required or permitted hereunder, such notice must be in writing
and personally delivered or sent by mail.  Any notice required or
permitted to be delivered hereunder shall be deemed to be delivered on the date
on which it is personally delivered or, whether actually received or not, on the
third business day after it is deposited in the United States mail, certified or
registered, postage prepaid, addressed to the person who is to receive it at the
address that such person has theretofore specified by written notice delivered
in accordance herewith. The Company, an Optionee or a recipient of Restricted
Stock may change, at any time and from time to time, by written notice to the
other, the address that it, he or she had theretofore specified for receiving
notices. Until changed in accordance herewith, the Company and each Optionee and
recipient of Restricted Stock shall specify as its and his address for receiving
notices the address set forth in the Agreement pertaining to the shares of Stock
to which such notice relates or otherwise provided to the other in accordance
with the Company’s policies for maintaining such information.

     

    (o) Any
person entitled to notice hereunder may waive such notice.

     

    (p) The Plan
shall be binding upon the Optionee or recipient of Restricted Stock, his heirs,
legatees and legal representatives, upon the Company, its successors and
assigns, and upon the Board and Committee and their successors.

     

    (q) The
titles and headings of Sections and paragraphs are included for convenience of
reference only and are not to be considered in construction of the provisions
hereof.

     

    (r) All
questions arising with respect to the provisions of the Plan shall be determined
by application of the laws of the State of Nevada, except to the extent Nevada
law is preempted by federal law. The obligation of the Company to sell and
deliver Shares hereunder is subject to applicable laws and to the approval of
any governmental authority required in connection with the authorization,
issuance, sale or delivery of such Shares.

     

    (s) Words
used in the masculine shall apply to the feminine where applicable, and wherever
the context of the Plan dictates, the plural shall be read as the singular and
the singular as the plural.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    (t) Transactions
related to the Plan, including but not limited to the delivery and acceptance of
any Agreement and the exercise of any Option, whether in whole or in part, may
be evidenced by either signed documentation or on-line transactions through the
Stock Plan Services web site of the Company’s designated stock plan
administrator, Fidelity Investments, or the successor thereof.

     

    (u) 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 19, 2003 or, if later, the date of the most recent
shareholder approval of the Plan.

     

    
      
        
           


        

        
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    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.

    

     

    
      
        
           


        

        
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