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EXHIBIT 10.5




AMENDED AND RESTATED




CENTEX CORPORATION LONG TERM INCENTIVE PLAN




Effective October 1, 2001




(Last Amended on October 11, 2006)




1. Objectives




     The Centex Corporation Long Term Incentive Plan (the “Plan”) is designed to retain selected
employees of Centex Corporation and all subsidiaries, partnerships and affiliates of Centex
Corporation with regard to which Centex Corporation owns, directly or indirectly, at least 80% of
the ownership interest therein, and reward them for making significant contributions to the success
of Centex Corporation. These objectives are to be accomplished by making awards under the Plan and
thereby providing participants with a financial interest in the growth and performance of Centex
Corporation. The Plan shall not constitute a “qualified plan” subject to the limitations of
Section 401(a) of the Internal Revenue Code of 1986, as amended, nor shall it constitute a “funded
plan” for purposes of such requirements. This Plan shall be exempt from the participation and
vesting requirements of Part 2 of Title I of ERISA, the funding requirements of Part 3 of Title I
of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and the fiduciary
requirements of Part 4 of Title I of ERISA by reason of the exclusions afforded to plans which are
unfunded and maintained by an employer primarily for the purpose of providing deferred compensation
for a select group of highly compensated employees.



2. Definitions




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



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



     “Administrator” means the Compensation and Management Development Committee of the Board.



     “Affiliate” means any direct or indirect subsidiary or parent of Centex Corporation and any
partnership, joint venture, limited liability company or other business venture or entity in which
Centex Corporation owns directly or indirectly at least 80% of the ownership interest in such
entity, as determined by the Administrator in its sole and absolute discretion (such determination
by the Administrator to be conclusively established by the grant of an Award by the Administrator
to an officer or employee of such an entity).



     “Award” means an award of Deferred Stock granted to a Participant pursuant to any applicable
terms, conditions and limitations as the Administrator may establish in order to fulfill the
objectives of the Plan.



     “Award Agreement” means a written agreement between Centex Corporation and a Participant that
sets forth the terms, conditions and limitations applicable to an Award.



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     “Beneficiary” means such person or persons, or the trustee of an inter vivos trust for the
benefit of natural persons, designated by the Participant in a written election filed with the
Administrator as entitled to receive the Participant’s Award(s) in the event of the Participant’s
death, or if no such election shall have been so filed, or if no designated Beneficiary survives
the Participant or can be located by the Administrator, the person or persons entitled thereto
under the last will of such deceased Participant, or if such decedent left no will, to the legal
heirs of such decedent determined in accordance with the laws of intestate succession of the state
of the decedent’s domicile.



     “Board” means the Board of Directors of Centex Corporation as the same may be constituted from
time to time.



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



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



     “Company” means each of Centex Corporation and every Affiliate.



     “Deferred Stock” means a right to receive at Payout the number of Shares covered by an Award,
subject to the terms of this Plan and the Award Agreement. Deferred Stock does not represent any
actual legal or beneficial interest in Centex Corporation.



     “Disability” means a disability that entitles the Participant to benefits under the long-term
disability plan sponsored by the Company which covers the Participant.



     “Employment” means employment with a Company.



     “Expiration Date” means, as to an Award, that date which is seven years past the Grant Date of
such Award or such other period as the Administrator may determine.



     “Fair Market Value” means, as of a particular date, (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 Administrator, 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 Administrator,
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
Administrator, the value of Shares determined in good faith by the Administrator.



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



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     “Grant Date” means the date an Award is made to a Participant hereunder, which will be April 1
of the year in which such Award is made, or any other date selected by the Administrator.



     “Participant” means an employee of a Company to whom an Award has been made under this Plan.



     “Payout” means the distribution of vested Deferred Stock under the Plan.



     “Payout Date” means the date an Award becomes payable pursuant to Section 8.



     “Plan” means this Centex Corporation Long Term Incentive Plan, as set forth herein and as may
be amended from time to time.



     “Share” means a share of Centex Corporation’s present twenty-five cents ($0.25) par value
common stock and any share or shares of capital stock or other securities of Centex Corporation
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.



     “Termination Date” means the last date on which the Participant is carried on a Company’s
payroll as an employee.



     “Vested Retirement” means the voluntary termination by a Participant who is a Full Time
Employee of all Employment at any time after the Participant is age 55 or older, completes at least
10 Years of Service and the sum of age and Years of Service with one or more Companies equals at
least 70. In no event will the Plan’s Vested Retirement provisions apply to Awards made on or
after April 1, 2006.



     “Years of Service” means the Participant’s years of employment with a Company. 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 a Company, provided that the Participant continues to be employed by a Company
on such anniversary date.



3. Eligibility




     Only highly compensated employees of a Company are eligible for Awards under this Plan, as
determined in the sole discretion of the Administrator. The Administrator shall select the
Participants in the Plan from time to time as evidenced by the grant of Awards under the Plan.



4. Plan Administration




     The Plan shall be administered by the Administrator, which shall 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 appropriate in its sole discretion. The Administrator shall
determine all terms and conditions of the Awards. The Administrator may, in its discretion,
accelerate the vesting or Payout of an Award, eliminate or make less restrictive any restrictions



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contained in an Award
Agreement, waive any restriction or other provision of this Plan or an Award Agreement or
otherwise amend or modify an Award in any manner that is either (i) not materially adverse to the
Participant holding the Award or (ii) consented to by such Participant. The Administrator may
delegate to one or more employees of Centex Corporation the performance of non-discretionary
functions under this Plan, including distributions of Payouts.




5. Awards




     (a) The granting of Awards under this Plan shall be entirely discretionary, and nothing in
this Plan shall be deemed to give any employee of a Company any right to participate in this Plan
or to be granted an Award.



     (b) Awards shall be granted to Participants at such times, and subject to paragraph 5(d)
below, in such amounts as the Administrator, in its sole and absolute discretion, shall determine.
No credit for cash dividends on Deferred Stock will be allowed (or accrued) prior to Payout.



     (c) The term of an Award shall run from the Grant Date to the Expiration Date, subject to
early Payout as described in Section 8 below or forfeiture as described in Section 7 below.



     (d) The maximum number of Shares that may be awarded under this Plan, subject to Section 13
below, is 1,220,991. As of March 31, 2006 a total of 123,379 shares are available to be awarded.



     (e) If an Award is forfeited, the number of Shares with respect to which such Award shall not
have been exercised prior to its forfeiture may again be awarded pursuant to the provisions hereof.



6. Vesting of Awards




     (a) Unless different terms are set by the Administrator, an Award shall be immediately 25%
vested on its Grant Date and shall become vested in cumulative 25% increments on each of the first
through third anniversaries of such Grant Date, so that on the third anniversary of the Grant Date
the Award will be 100% vested; provided, however, that the Participant must be in continuous
Employment from the Grant Date through the date of the applicable anniversary in order for the
Award to vest.



     (b) A Participant’s Award shall be fully vested, irrespective of the limitations set forth in
subparagraph (a) above, in the event of (i) a change in control, as provided for in Section 13
below, provided that the Participant has been in continuous Employment from the Grant Date until
the date of such change in control or (ii) for Awards granted prior to April 1, 2006, Vested
Retirement of the Participant.



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7. Forfeiture of Awards




     If a Participant’s Employment is terminated other than through Vested Retirement with respect
to Awards granted prior to April 1, 2006, the Participant shall forfeit his or her Award(s) with
respect to any portion that is not vested as of such Participant’s Termination Date.



8. Payouts of Awards




     Payouts will occur as follows:



     (a) Automatic Payout on Expiration Date. To the extent that a Participant’s Award has
vested, such Award shall have an automatic Payout on the Expiration Date of such Award.



     (b) Early Payouts. In addition to automatic Payout on the Expiration Date, there may
be an early Payout of the vested portion of an Award as follows:




     (i) Termination of Employment (whether voluntary or involuntary). The vested
portion of each Award shall have an automatic Payout on the Participant’s Termination Date.




     (ii) Death. If a Participant dies prior to the Expiration Date, such
Participant’s Award, to the extent vested, shall have an automatic Payout as of the date of
the Participant’s death and be made to the Participant’s Beneficiary.




     (iii) Disability. Prior to the Expiration Date, an Award, with the approval of
the Administrator, shall both be fully vested and have an automatic Payout on the date the
Participant satisfies the definition of Disability.




     (iv) Early Payout Request. At or subsequent to the time an Award is made, a
Participant may elect, in the form and manner prescribed by the Administrator in its sole
discretion, that the Payout Date for such Award shall be when each portion of the Award
vests pursuant to paragraph 6(a). Thereafter, such election of timing of distribution for
an Award may be revoked and a new election substituted therefor during any subsequent
calendar year at such times as designated by the Administrator in its sole discretion;
provided, however, that such new election (i) shall only be effective with respect to
distributions during a calendar year subsequent to the calendar year during which the new
election is made and (ii) the new distribution date shall not exceed the applicable
Expiration Date with respect to the amounts to be distributed.



9. Form of Payout




     As soon as practicable following a determination that Payout of a Participant’s Award shall be
made as described in Section 8, but not later than five business days after the required Payout
Date, Centex Corporation shall make a Payout to the Participant. Payouts shall be made in Shares
except that no fractional shares will be issued and in lieu thereof cash will be paid to the
Participant.



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10. Delivery of Share Certificates




     As promptly as may be administratively practicable following a Payout, Centex Corporation
shall make delivery of one or more Share certificates, and, at the election of the Participant,
either by delivery of a physical certificate or an electronic transfer to a broker, for the
appropriate number of Shares.



11. Tax Withholding




     Centex Corporation shall deduct applicable taxes with respect to any Award or Payout and
withhold, at the time of Award or Payout, as appropriate, a number of Shares, based on the Fair
Market Value on such date, for payment of taxes required by law.



12. Non-Assignability




     Unless otherwise determined by the Administrator, no Award or Payout or any other benefit
under this Plan shall be assignable or otherwise transferable except to a Beneficiary or by will,
the laws of descent and distribution or a domestic relations order. The Administrator may prescribe
other restrictions on transfer. Any attempted assignment of an Award or any other benefit under
this Plan in violation of this Section 12 shall be null and void.



13. Changes in Shares and Certain Corporate Transactions




     (a) In the event of any subdivision or consolidation of outstanding Shares, declaration of a
dividend payable in Shares or other stock split, then (i) the number of Shares available for Awards
under this Plan, and (ii) the number of Shares covered by outstanding Awards, shall each be
proportionately adjusted by the Board as appropriate to reflect such transaction. In the event of
any other recapitalization or capital reorganization of the Centex Corporation, any consolidation
or merger of the Centex Corporation with another corporation or entity, the adoption by the Centex
Corporation of any plan of exchange affecting Shares or any distribution to holders of Shares of
securities or property (other than normal cash dividends or dividends payable in Shares), the Board
shall make appropriate adjustments to (i) the number of Shares available for Awards under this
Plan, and (ii) the number of Shares covered by outstanding Deferred Awards, to reflect such
transaction; provided that such adjustment under (ii) 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.



     Except as is otherwise expressly provided herein, the issuance by Centex Corporation 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 Centex Corporation 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 Shares then subject to outstanding Awards granted under the
Plan. Furthermore, the presence of outstanding Awards granted under the Plan shall not affect in
any manner the right or power of Centex Corporation to make, authorize or consummate (i) any or all
adjustments, recapitalizations, reorganizations or other changes in Centex Corporation’s
capital



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structure or its business, including the issuance of capital stock; (ii) any merger or
consolidation of Centex Corporation; (iii) any issuance by Centex Corporation of debt securities or
preferred or preference stock which would rank above the Shares subject to outstanding Awards
granted under the Plan; (iv) the dissolution or liquidation of Centex Corporation; (v) any sale,
transfer or assignment of all or any part of the assets or business of Centex Corporation; or (vi)
any other corporate act or proceeding, whether of a similar character or otherwise.




     (b) Notwithstanding anything to the contrary above, a dissolution or liquidation of Centex
Corporation, a merger (other than a merger effecting a reincorporation of Centex Corporation in
another state) or consolidation in which Centex Corporation 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 Centex Corporation and their proportionate interests therein immediately after the
transaction are not substantially identical to the stockholders of Centex Corporation and their
proportionate interests therein immediately prior to the transaction), a transaction in which
another corporation becomes the owner of 50% or more of the total combined voting power of all
classes of stock of Centex Corporation, or a change in control (as specified below), shall cause
every Award then outstanding to become fully vested immediately prior to such dissolution,
liquidation, merger, consolidation, transaction, or change in control, to the extent not
theretofore exercised, without regard to the determination as to the periods and installments of
vesting contained in the Agreements if (and only if) such Awards have not at that time expired or
been terminated. For purposes of this Section 13, 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 Act,
becomes the beneficial owner of Shares of Centex Corporation having 50% or more of total
number of votes that may be cast for the election of directors of Centex Corporation; or




     (ii) as a result of, or in connection with, a contested election for directors, persons
who were directors of Centex Corporation 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, transaction or change in control, the Board may completely
satisfy all obligations of Centex Corporation and its Affiliates with respect to any Award
outstanding on the date of such event by delivering to the Participant cash in an amount equal to
the Fair Market Value of such Shares on the date of such event, such payment to be made within
reasonable time after such event.



14. Plan Year




     The Plan, as amended and restated, shall be effective as of October 1, 2001 and will continue
in effect until the Administrator terminates the same. The Plan year will be April 1 through March
31 while this Plan is in effect.



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15. Requirements of Law




     Notwithstanding anything herein to the contrary, Centex Corporation shall not be required to
issue Shares under any Award if the issuance thereof would constitute a violation by the
Participant or Centex Corporation of any provisions of any law or regulation of any governmental
authority or any national securities exchange; and as a condition of any issuance of Shares under
any Award, Centex Corporation may require such agreements or undertakings, if any, as Centex
Corporation may deem necessary or advisable to ensure compliance with any such law or regulation.



16. Amendment, Suspension or Termination




     The Board may amend, suspend or terminate the Plan at any time for the purpose of meeting or
addressing any changes in legal requirements or for any other purpose permitted by law, except that
no amendment, suspension or termination shall be made that would impair the rights of any
Participant as to a vested Award previously granted to such Participant without his or her written
consent.



17. Unfunded Plan




     This Plan shall be unfunded. Although bookkeeping accounts may be established with respect to
Participants representing Awards, any such accounts shall be used merely as a bookkeeping
convenience. Centex Corporation shall not be required to segregate any assets that may at any time
be represented by Awards, nor shall this Plan be construed as providing for such segregation, nor
shall Centex Corporation, the Board or the Administrator (or any delegate thereof) be
deemed to be a trustee of any Awards to be granted under this Plan. Any liability or obligation of
Centex Corporation to any Participant with respect to a grant of Awards under this Plan shall be
based solely upon any contractual obligations that may be created under this Plan, and no such
liability or obligation of Centex Corporation shall be deemed to be secured by any pledge or other
encumbrance on any property of Centex Corporation. None of Centex Corporation or any other
Company, the Board or the Administrator (or any delegate thereof) shall be required to give any
security or bond for the performance of any obligation that may be created by this Plan.



     Notwithstanding the foregoing, upon the occurrence of a change in control, as described in
Section 13(b), each Company whose employees are Participants shall, as soon as possible, but in no
event longer than 15 days following the change in control, make an irrevocable contribution to a
trust established by Centex Corporation in an amount sufficient to fully pay the entire benefit to
which each Participant employed by such Company would be entitled pursuant to the terms of this
Plan as of the date on which such change in control occurs. In its sole discretion, Centex
Corporation may establish such a trust at any time prior to a change in control and may make
contributions to such trust in Shares or in cash which would be used to acquire Shares to transfer
to Participant. Any such trust shall be designed to assist Centex Corporation in satisfying its
obligations under this Plan; but it shall remain subject to the claims of its creditors.



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18. No Employment Guaranteed




     No provision of this Plan or any Award Agreement hereunder shall confer any right upon any
employee to continued employment with a Company.



19. No Stockholder Rights




     A Participant shall have no rights as a holder of Shares with respect to Awards granted
hereunder. In particular, no Award shall entitle a Participant to be considered a holder of Shares
or to have any rights to dividends or other distributions made to holders of Shares prior to the
Payout of such Award.



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 Act or other securities laws of the United
States, shall be governed by and construed in accordance with the laws of the State of Texas,
without reference to any conflicts of law principles thereof that would require the application of
the laws of another jurisdiction.



21. Indemnification




     Neither the members of the Board, any member of the Compensation and Management Development
Committee, acting in the capacity of Administrator, nor any delegates of the Administrator, shall
be liable for any act, omission or determination taken or made in good faith with respect to the
Plan or any Award granted under it, and the members of the Board and the Compensation and Stock
Option Committee (or its delegate) shall be entitled to indemnification and reimbursement by Centex
Corporation 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.



22. Release




     Any issuance or transfer of Shares to a Participant 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 Administrator may require
any Participant or 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.




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