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EXHIBIT 10.4






EAGLE MATERIALS INC.

INCENTIVE PLAN




DIRECTOR RESTRICTED STOCK UNIT AGREEMENT




     This restricted stock unit agreement (the “Restricted Stock Unit Agreement” or “Agreement”)
entered into between Eagle Materials Inc., a Delaware corporation (the “Company”), and
___ (the “Grantee”), a director of the Company, with respect to a right (the “Award”) of
___ restricted stock units (“Restricted Stock Units”) representing shares of Class B Common Stock
(as defined in the Eagle Materials Inc. Incentive Plan, as amended and restated as of July 27, 2004
(the “Plan”)) granted to the Grantee under the Plan on August 4, 2005 (the “Award Date”), such
number of units subject to adjustment as provided in the Plan, and further subject to the following
terms and conditions:



     1. Relationship to Plan.



     This Award is subject to all of the terms, conditions and provisions of the Plan and
administrative interpretations thereunder, if any, which have been adopted by the Company’s
Compensation Committee (“Committee”) and are in effect on the date hereof. Except as defined
herein, capitalized terms shall have the same meanings ascribed to them under the Plan. For the
purposes of this Restricted Stock Unit Agreement:



     (a) “Restricted Period” means the period commencing on the Award Date and ending on the date
that the Restricted Stock Units become fully payable in accordance with Section 2.



     (b) “Retirement” means termination of service on the Board at the Company’s mandatory
retirement age in accordance with the Company’s Director Retirement Policy or earlier on such terms
and conditions as approved by the Committee.



     2. Payment.



     (a) The Restricted Stock Units shall become payable as soon as administratively possible
following the earlier of (i) Grantee’s Retirement or (ii) Grantee’s death.



     (b) Change in Control. This Award shall become fully payable without regard to the
limitations set forth in subparagraph (a) above, provided that the Grantee has served as a Director
since the Award Date, upon the occurrence of a Change in Control (as defined in Exhibit A
to this Agreement) unless either (i) the Committee determines that the terms of the transaction
giving rise to the Change in Control provide that the Award is to be replaced within a reasonable
time after the Change in Control with an award of equivalent value of shares of the surviving
parent corporation or (ii) the Award is to be settled in cash in accordance with the last sentence
of this subparagraph (b). Upon a Change in Control, pursuant to Section 16 of the Plan, the
Company may, in its discretion, settle the Award by a cash payment that the Committee shall
determine in its sole discretion is equal to the fair market value of the Award on the date of such
event.



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     3. Forfeiture of Award.



     Except as provided in any other agreement between the Grantee and the Company, if the
Grantee’s service terminates other than by reason of Retirement, death or Change in Control, all
Restricted Stock Units, and all Dividend Equivalent Amounts (as defined in Section 4) attributable
thereto, as of the termination date shall be forfeited.



     4. Dividend Equivalent Payments.



     During the period of time between the Award Date and the earlier of the date the Restricted
Stock Units paid or are settled, the Restricted Stock Units will be evidenced by book entry
registration. As of each date that dividends are paid with respect to Class B Common Stock, the
Grantee shall have a number of additional Restricted Stock Units credited to his account with
respect to such dividends. The additional Restricted Stock Units credited with respect to such
dividends shall be equal to: (i) the amount of the dividend paid per share of Class B Common Stock
as of such dividend payment date multiplied by the number of Restricted Stock Units credited to the
Grantee’s account immediately prior to such dividend payment date divided by; (ii) the Fair Market
Value of the Class B Common Stock on such dividend payment date.



     5. Timing and Form of Payment.



     The Grantee may be given the opportunity to timely elect to receive the Award pursuant to an
election form, and subject to such terms and conditions set forth in such form as prescribed by the
Committee (“Election Form”). The Grantee may timely elect to further defer receipt of the Award in
such time and manner, if any, as prescribed by the Committee in its sole and absolute discretion.



     Notwithstanding anything herein to the contrary including the Grantee’s election pursuant to
an Election Form, the Company reserves the right to pay the value of the vested Restricted Stock
Units, to the extent not yet paid, to the Grantee in the form of shares of Class B Common Stock or
an equivalent cash payment at any time following vesting of the Award.



     6. Delivery of Shares.



     The Company shall not be obligated to deliver any shares of Class B Common Stock if counsel to
the Company determines that such sale or delivery would violate any applicable law or any rule or
regulations of any governmental authority or any rule or regulation of, or agreement of the Company
with, any securities exchange or association upon which the Class B Common Stock is listed or
quoted. The Company shall in no event be obligated to take any affirmative action in order to
cause the delivery of shares of Class B Common Stock to comply with any such law, rule, regulations
or agreement.



     7. Notices.



     Notice or other communication to the Company with respect to this Award must be made in the
following manner, using such forms as the Company may from time to time provide:



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     (a) by electronic means as designated by the Committee;



     (b) by registered or certified United States mail, postage prepaid, to Eagle Materials Inc.,
Attention: Secretary, 3811 Turtle Creek Blvd., Suite 1100, Dallas, Texas 75219; or



     (c) by hand delivery or otherwise to Eagle Materials Inc., Attention: Secretary, 3811 Turtle
Creek Blvd., Suite 1100, Dallas, Texas 75219.



     Notwithstanding the foregoing, in the event that the address of the Company is changed, any
such notice shall instead be made pursuant to the foregoing provisions at the Company’s current
address.



     Any notices provided for in this Restricted Stock Unit Agreement or in the Plan shall be given
in writing or by such electronic means, as permitted by the Committee, and shall be deemed
effectively delivered or given upon receipt or, in the case of notices delivered by the Company to
the Grantee, five days after deposit in the United States mail, postage prepaid, addressed to the
Grantee at the address specified at the end of this Agreement or at such other address as the
Grantee hereafter designates by written notice to the Company.



     8. Assignment of Award.



     Except as otherwise permitted by the Committee, the Grantee’s rights under the Plan and this
Restricted Stock Unit Agreement are personal; no assignment or transfer of the Grantee’s rights
under and interest in this Award may be made by the Grantee other than by will, by beneficiary
designation, by the laws of descent and distribution or by a qualified domestic relations order;
and this Award is payable only to the Grantee during his lifetime.



     After the death of the Grantee, payment of the Award shall be permitted only to the Grantee’s
executor or the personal representative of the Grantee’s estate (or by his assignee, in the event
of a permitted assignment) and only to the extent that the Award was payable on the date of the
Grantee’s death.



     9. Stock Certificates.



     Certificates representing the Class B Common Stock issued pursuant to the Award will bear all
legends required by law and necessary or advisable to effectuate the provisions of the Plan and
this Award. The Company may place a “stop transfer” order against shares of the Class B Common
Stock issued pursuant to this Award until all restrictions and conditions set forth in the Plan or
this Agreement and in the legends referred to in this Section 9 have been complied with.



     10. Shareholder Rights.



     The Grantee shall have no rights of a shareholder with respect to shares of Class B Common
Stock subject to the Award unless and until such time as the Award has been paid pursuant to
Section 5 and shares of Class B Common Stock have been transferred to the Grantee.



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     11. Successors and Assigns.



     This Agreement shall bind and inure to the benefit of and be enforceable by the Grantee, the
Company and their respective permitted successors and assigns (including personal representatives,
heirs and legatees), except that the Grantee may not assign any rights or obligations under this
Agreement except to the extent and in the manner expressly permitted herein.



     12. No Service Guaranteed.



     No provision of this Restricted Stock Unit Agreement shall confer any right upon the Grantee
to continued service with the Company.



     13. Governing Law.



     This Restricted Stock Unit Agreement shall be governed by, construed, and enforced in
accordance with the laws of the State of Texas.



     14. Amendment.



     This Agreement cannot be modified, altered or amended except by an agreement, in writing, signed by
both the Company and the Grantee.



	 	 	 	 	 	 	 
	 	 	 	 	EAGLE MATERIALS INC.
	 
	 	 	 	 	 	 
	Date:

	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 
	 

	 	 	 	Name:
	 	Steven R. Rowley
	 
	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	President and CEO






     The Grantee hereby accepts the foregoing Restricted Stock Unit Agreement, subject to the terms
and provisions of the Plan and administrative interpretations thereof referred to above.



GRANTEE:




	 	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Grantee’s Address:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 






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Exhibit A




Change in Control




     For the purpose of this Agreement, a “Change of Control” shall mean the occurrence of any of
the following events:



     (a) The acquisition by any Person of beneficial ownership of securities of the Company
(including any such acquisition of beneficial ownership deemed to have occurred pursuant to Rule
13d-5 under the Exchange Act) if, immediately thereafter, such Person is the beneficial owner of
(i) 50% or more of the total number of outstanding shares of any single class of Company Common
Stock or (ii) 40% or more of the total number of outstanding shares of all classes of Company
Common Stock, unless such acquisition is made (a) directly from the Company in a transaction
approved by a majority of the members of the Incumbent Board or (b) by any employee benefit plan
(or related trust) sponsored or maintained by the Company or any corporation controlled by the
Company;



     (b) Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease
for any reason to constitute at least a majority of the Board; provided, however, that any
individual becoming a director subsequent to the date hereof whose election, or nomination for
election by the Company’s stockholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board (or who is otherwise designated as a member of the
Incumbent Board by such a vote) shall be considered as though such individual were a member of the
Incumbent Board, except that any such individual shall not be considered a member of the Incumbent
Board if his or her initial assumption of office occurs as a result of either an actual or
threatened election contest (as such term is used in Rule 14a-11 of Regulation 14A promulgated
under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board;



     (c) The consummation of a Business Combination, unless, immediately following such Business
Combination, (i) more than 50% of both the total number of then outstanding shares of common stock
of the parent corporation resulting from such Business Combination and the combined voting power of
the then outstanding voting securities of such parent corporation entitled to vote generally in the
election of directors will be (or is) then beneficially owned, directly or indirectly, by all or
substantially all of the Persons who were the beneficial owners, respectively, of the outstanding
shares of Company Common Stock immediately prior to such Business Combination in substantially the
same proportions as their ownership immediately prior to such Business Combination of the
outstanding shares of Company Common Stock, (ii) no Person (other than any employee benefit plan
(or related trust) of the Company or any corporation resulting from such Business Combination)
beneficially owns, directly or indirectly, 40% or more of the total number of then outstanding
shares of common stock of the corporation resulting from such Business Combination or the combined
voting power of the then outstanding voting securities of such corporation entitled to vote
generally in the election of directors and (iii) at least a majority of the members of the board of
directors of the parent corporation resulting from such Business Combination were members of the
Incumbent Board immediately prior to the consummation of such Business Combination; or



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     (d) Approval by the Board and the shareholders of the Company of (i) a complete liquidation or
dissolution of the Company or (ii) a Major Asset Disposition (or, if there is no such approval by
shareholders, consummation of such Major Asset Disposition) unless, immediately following such
Major Asset Disposition, (A) Persons that were beneficial owners of the outstanding shares of
Company Common Stock immediately prior to such Major Asset Disposition beneficially own, directly
or indirectly, more than 50% of the total number of then outstanding shares of common stock and the
combined voting power of the then outstanding shares of voting stock of the Company (if it
continues to exist) and of the Acquiring Entity in substantially the same proportions as their
ownership immediately prior to such Major Asset Disposition of the outstanding shares of Company
Common Stock; (B) no Person (other than any employee benefit plan (or related trust) of the Company
or such entity) beneficially owns, directly or indirectly, 40% or more of the then outstanding
shares of common stock or the combined voting power of the then outstanding voting securities of
the Company (if it continues to exist) and of the Acquiring Entity entitled to vote generally in
the election of directors and (C) at least a majority of the members of the Board of the Company
(if it continues to exist) and of the Acquiring Entity were members of the Incumbent Board at the
time of the execution of the initial agreement or action of the Board providing for such Major
Asset Disposition.



     For purposes of the foregoing,




     (i) the term “Person” means an individual, entity or group;




     (ii) the term “group” is used as it is defined for purposes of Section
13(d)(3) of the Exchange Act;




     (iii) the terms “beneficial owner”, “beneficially ownership” and
“beneficially own” are used as defined for purposes of Rule 13d-3 under the
Exchange Act;




     (iv) the term “Business Combination” means (x) a merger, consolidation
or share exchange involving the Company or its stock or (y) an acquisition
by the Company, directly or through one or more subsidiaries, of another
entity or its stock or assets;




     (v) the term “Company Common Stock” shall mean the Common Stock, par
value $.01 per share, of the Company and the Class B Common Stock, par value
$.01 per share, of the Company (or, if the content requires, shall mean
either such class);




     (vi) the term “Exchange Act” means the Securities Exchange Act of 1934,
as amended.




     (vii) the phrase “parent corporation resulting from a Business
Combination” means the Company if its stock is not acquired or converted in
the Business Combination and otherwise means the entity which as a result of
such Business Combination owns the Company or all or substantially all of
the Company’s assets either directly or through one or more subsidiaries;



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     (viii) the term “Major Asset Disposition” means the sale or other
disposition in one transaction or a series of related transactions of 50% or
more of the assets of the Company and its subsidiaries on a consolidated
basis; and any specified percentage or portion of the assets of the Company
shall be based on fair market value, as determined by a majority of the
members of the Incumbent Board;




     (ix) the term “Acquiring Entity” means the entity that acquires the
largest portion of the assets sold or otherwise disposed of in a Major Asset
Disposition (or the entity, if any, that owns a majority of the outstanding
voting stock of such acquiring entity entitled to vote generally in the
election of directors or members of a comparable governing body); and




     (x) the phrase “substantially the same proportions,” when used with
reference to ownership interests in the parent corporation resulting from a
Business Combination or in an Acquiring Entity, means substantially in
proportion to the number of shares of Company Common Stock beneficially
owned by the applicable Persons immediately prior to the Business
Combination or Major Asset Disposition, but is not to be construed in such a
manner as to require that the same ratio or number of shares of such parent
corporation or Acquiring Entity be issued, paid or delivered in exchange for
or in respect of the shares of each class of Company Common Stock.




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