** **

**Exhibit 10.3**

 

AMENDMENT TO

CONFIDENTIAL RETIREMENT AND CONSULTING AGREEMENT

 

This Amendment toConfidential Retirement and Consulting Agreement (this “Amendment”) is enteredinto as of February 11, 2008 between **KIMBALL HILL, INC.**(“Company”)and **William E. Long**(“Long”).

 

Company and Long areparties to the Confidential Retirement and Consulting Agreement dated as of December 20,2007 (the “Retirement Agreement”).  Section 5of the Retirement Agreement provides for Long to sell and Company to purchaseall shares of common stock of the Company owned by Long, as Trustee of theWilliam E. Long Revocable Trust, as amended (the “Trustee”), on the terms andconditions set forth in Section 5. Long, individually and in his capacity as Trustee, has expressed the wishto retain ownership of all common stock of the Company owned by Long as Trusteeand it is in the best interests of the Company to permit Long to do so.  Accordingly, the parties wish to amend theRetirement Agreement to delete and eliminate Section 5 of the RetirementAgreement and to set forth Long’s agreement that he will not take any action tosell to the Company, or to require the Company to purchase, any shares ofcommon stock of the Company owned by Long, individually or in his capacity asTrustee.

 

NOW, THEREFORE, Inconsideration of the mutual promises and agreements set forth in thisAgreement, Company and Long agree as follows:

 

1.             Effectiveimmediately, Section 5 of the Retirement Agreement in its entirety,including all subsections thereof, is deleted and removed from the RetirementAgreement and all rights, duties, liabilities and obligations of, respectively,the Company and Long, individually and in his capacity as Trustee, under Section 5of the Retirement Agreement are terminated and shall cease to have any force oreffect.

 

2.             Longrepresents and warrants that all stock options granted to him under the StockOption Agreement between Company and Long dated April 15, 2004, as amendedby the Agreement and Amendment dated September 30, 2005 and the Amendmentto Stock Option Agreements dated August 1, 2006, respectively(collectively, the “Stock Option Agreement”) that had not been exercised priorto the date of the Retirement Agreement have expired and have not beenexercised by Long and that Long has no right or option to purchase anyadditional shares of common stock of the Company.

 

3.             Long, individually and in hiscapacity as Trustee, hereby waives any rights or options that he may have tosell to the Company or to require the Company to purchase any shares of commonstock of the Company that he, individually or in his capacity as Trustee, maynow or hereafter own or possess.  Withoutlimiting the generality of the foregoing, Long, individually and in hiscapacity as Trustee, hereby waives any rights that he may have under the StockOption Agreement to require the Company to purchase any shares of common stockof the Company that he, individually or in his capacity as Trustee, may own orpossess and agrees that he, individually or in his capacity as Trustee, shallnot take any action to require the Company to purchase any shares of commonstock of the Company that he, individually or in his capacity as Trustee, mayown or possess.

 

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4.             Longacknowledges and agrees that, in deciding to enter into this Amendment, Longhas consulted with his financial and legal advisors and has not relied on anyrepresentations, statements, agreements, understandings, promises, orcommitments of or from the Company that are not expressly set forth in thisAgreement.

 

5.             Exceptas amended as set forth in this Amendment, the provisions of the RetirementAgreement shall continue in full force and effect.

 

 

**IN WITNESS WHEREOF**, the parties hereto have executed thisAmendment to Confidential Retirement and Consulting Agreement effective as of February 11,2008.

 
| **William  E. Long**          | ** ** | **Company**                   |
|-------------------------------|------------|-------------------------------|
|                          |       |                          |   |
|  /s/ William E. Long     |       | By:                           |  /s/ C. Kenneth Love |
|                          |       |                          |   |
|                          |       | Its:                          | Chief  Executive Officer |
|                          |       |                          |   |
| Date:  February 13, 2008 |       | Date:  February 11, 2008 |

 

 

**WilliamE. Long, Trustee of the William E. Long Revocable Trust, as amended (the“Trust”),** hereby accepts and agrees to all provisions of thisAmendment to Confidential Retirement and Consulting Agreement applicable to theTrust on and as of the day and year set forth below:

 

 

 

 
|  /s/ William E. Long                                       |   |   |   |
|-----------------------------------------------------------------|--------|--------|--------|
| **William  E. Long**                                            |   |   |   |
| **Trustee  of the William E. Long Revocable Trust, as amended** |
| ** **                                                      |
| Date:  February 13, 2008                                   |   |   |   |

 

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