exv10w1



 





Exhibit 10.1




CENTEX CORPORATION

EXECUTIVE SEVERANCE POLICY




     1. Purpose. The Centex Corporation Executive Severance Policy (the “Policy”) is established
effective June 2, 2006, to provide certain Executives of the Company who are in a position to
contribute materially to the success of the Company with Severance Benefits if they are
Involuntarily Separated from employment with the Company. This Policy is intended to be part of
the Company’s overall performance management program. This Policy is also intended to relieve the
need for employee-specific agreements. The Policy was approved and adopted by the Committee and
modifies the various equity and deferred compensation plans adopted by Centex, as necessary, to
accomplish its purposes.



     2. Administration. This Policy is administered by the Chief Executive Officer. The Chief
Executive Officer must receive approval from the Committee in order to authorize Severance Benefits
outside of the terms of this Policy to the Participants covered by this Policy in the context of a
termination of employment.



     3. Participation. The Committee from time to time shall select the Executives who are
eligible for Severance Benefits (the “Participants”). The Participants who are eligible for
Severance Benefits are listed by job title on Exhibit A (based on the position to which
they are permanently assigned as of the date of termination). As a condition for Severance
Benefits, the Executive shall have been employed by the Company for a minimum of 12 months and
shall execute a Separation Agreement. In addition, in appropriate circumstances, with the approval
of the Senior HR Executive, the Company may, in its sole discretion, offer the benefits of this
Policy, or a reduced portion of the benefits, on an individual basis in connection with the
termination of employment of an Executive provided that the person, as a condition of such
benefits, executes a Separation Agreement (a “Special Termination”). An Executive who is entitled
to severance or similar benefits pursuant to a separate written agreement with the Company approved
by the Committee shall not be eligible for Severance Benefits, whether or not his or her specific
position is listed on Exhibit A, unless otherwise approved by the Committee.



     4. Required Pre-Approval for Termination. The Involuntary Separation of a Participant who
will receive benefits under this Policy must be approved by (a) the Senior HR Executive, (b) the
Chief Executive Officer (other than for him or herself), and (c) the Committee, with respect to
Participants in Level A or Level B or Participants that are “named executive officers” for purposes
of the Centex annual proxy statement.



     5. Definitions.




     a. “Base Salary” means the annualized amount of the fixed base compensation (excluding
bonuses and other benefits) paid to an employee regularly each pay period for performing
assigned job responsibilities in effect on the date of termination.




     b. “Board of Directors” means, unless the context otherwise requires, the board of
directors or similar governing authority of the Employer. In the case of a partnership,



 









 






action shall be taken by the Board of Directors of the managing partner or, if none, by
all the general partners. An Executive who is a member of the Board of Directors shall not
vote on an action by that Board of Directors if the Executive has an interest in the outcome
of the action (e.g., an Executive cannot vote on whether his or her own termination is for
Cause).




     c. “Cause” means termination of employment resulting from a good faith determination by
the Board of Directors or the Chief Executive Officer that:




     (i) The Executive (1) has willfully failed or refused to follow (A) material
policies established by the Company or (B) reasonable directives of the Board of
Directors or Chief Executive Officer, or (2) has willfully failed or refused to perform
the material duties or obligations of his or her office (other than any such failure
resulting from the person’s inability due to physical or mental illness); or




     (ii) There has been an act by an Executive involving wrongful misconduct which has
a demonstrably adverse impact or material damage to the Company or the Executive’s
business unit or division, or which constitutes theft, fraud or a misappropriation of
the assets of the Company; or




     (iii) The Executive has engaged in an unauthorized disclosure of confidential
information, directly or indirectly, to persons outside the Company that materially
adversely affects the Company or the Executive’s business unit or division; or




     (iv) The Executive while employed by the Company has performed services for another
company or person which competes with the Company without the prior written approval of
the Chief Executive Officer or the chief executive officer of the Employer.




     d. “Centex” means Centex Corporation, a Nevada corporation, or its successor.




     e. “Chief Executive Officer” means the Chief Executive Officer of Centex.




     f. “Claims Administrator” means the Administrative Committee of the Centex Corporation
Profit Sharing and Retirement Plan (or any successor to such plan). The Claims Administrator
may delegate to the Senior Vice President — Administration, or his or her designee,
responsibility for receiving and responding to claims.




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




     h. “Committee” means the Compensation and Management Development Committee of the Board
of Directors of Centex.




     i. “Company” means Centex and its direct and indirect wholly-owned subsidiaries, except
that, for purposes of Section 6, the Company shall mean the Participant’s Employer.



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     j. “Disability” means that at the time the Participant’s employment is terminated, he or
she has been unable to perform the duties of his/her position for a period of six consecutive
months as a result of the Participant’s inability due to physical or mental illness; provided
that such condition constitutes a “disability” within the meaning of Section 409A of the Code.




     k. “Employer” means the entity that is the principal employer of a Participant as of the
termination of employment.




     l. “Executive” means an employee of the Company listed on Exhibit A. A person’s
status as an Executive shall not be determinative of the person’s status with the Company for
other purposes.




     m. “Good Reason” means, without the consent of the Participant:




     (i) A material reduction in Base Salary, target cash bonus potential or benefits
(other than reductions applicable to employees generally or by reason of the Company’s
or the Participant’s or his or her business unit’s performance or as necessary to
properly benchmark the Participant’s pay); or




     (ii) A change in job title accompanied by a material diminution in job
responsibilities; or




     (iii) A requirement that the Participant relocate, except for office relocations
that would not increase the Participant’s one-way commute by more than 25 miles.




     n. “Involuntary Separation” means any termination of employment, except termination of
employment for Cause, death, Disability, or retirement or resignation by the Participant
(other than a resignation for Good Reason); provided, however, that such Involuntary
Separation also constitutes a “Separation from Service” within the meaning of Section 409A of
the Code.




     o. “Nonsolicitation Period” means the period applicable to the Participant in the table
in Section 7.




     p. “Prior Year Incentive Compensation” means the incentive compensation to which a
Participant is entitled if the Participant is employed by the Company on the last day of a
fiscal year but is Involuntarily Separated on or after the last day of the fiscal year and
before the normal incentive compensation award date. The amount of the Prior Year Incentive
Compensation, which shall be paid in cash (and with no long-term awards), is equal to the cash
bonus to which the Executive would otherwise have been entitled under the applicable annual
incentive plan for the prior fiscal year (or, for the Executive Involuntarily Separated on the
last day of a fiscal year, that fiscal year) without reference to this Policy. Beginning in
fiscal 2008 long-term awards will be awarded for future (as opposed to past) performance.
Therefore, no long-term awards (or the dollar value thereof) that might have been granted in
the May following a fiscal year will be payable in the case of a termination on or after the
end of the fiscal year.



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     q. “Profit Sharing Plan” means the Centex Corporation Profit Sharing and Retirement Plan.




     r. “Senior HR Executive” means the Senior Vice President — Human Resources of Centex (or
the senior executive of Centex with that responsibility).




     s. “Separation Agreement” means an effective agreement prepared by Centex, executed by
the Participant and returned to Centex within the time period requested by Centex. It shall
contain (a) typical provisions concerning termination of employment, (b) a statement that
Severance Benefits are conditioned upon the Company’s receipt of such agreement, (c) a release
by the Participant of the Company from any and all actions, suits, proceedings and demands
related to employment by the Company and the termination of such employment, the benefits
provided to the Participant in connection with the Involuntary Separation, and other facts or
events occurring on or before the date the Separation Agreement is signed, (d) confidentiality
and nonsolicitation covenants consistent with Section 17, (e) a waiver of jury trial
consistent with Section 21, and (f) provisions regarding recoupment by the Company of (1) up
to half of the Severance Pay and (2) previously awarded cash bonuses and long-term incentive
compensation consistent with the Company’s Policy on Recoupment in Restatement Situations. To
be effective, the Separation Agreement shall not have been revoked by the Participant within
the time permitted under applicable state and federal laws.




     t. “SERP” means the Supplemental Executive Retirement Plan sponsored by Centex.




     u. “Severance Benefits” means the benefits set forth in Sections 6, 7 and 8 of this
Policy.




     v. “Severance Pay” means the benefits payable under Section 6 of this Policy. The
payment of Severance Pay shall not affect a Participant’s rights to Prior Year Incentive
Compensation.




     w. “Successor Employer” means any business organization that acquires (through merger,
consolidation, reorganization, transfer of stock or assets, or otherwise) all or substantially
all of the business or assets of the Company, or a division, business unit or subsidiary of
the Company.




     x. “Target Cash Bonus” means the “target” cash bonus established under the annual
incentive plan for the Executive for the fiscal year in which the Involuntary Separation
occurs, but if no “target” amount has been established, then the “base plan” cash bonus amount
shall be used. If no amount has been set for the current year, then the “Target Cash Bonus”
shall be the amount of the cash bonus determined for the prior fiscal year (or, for the
Executive Involuntarily Separated on the last day of a fiscal year, that fiscal year). No
value will be attributed to projected long term awards.



     6. Severance Pay. A Participant Involuntarily Separated from the Company shall be eligible
for Severance Pay.



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     a. Amount of Severance Pay. The Severance Pay to which a Participant is entitled is
equal to a payment comprised of a multiple of Base Salary and Target Cash Bonus, determined in
accordance with his or her level as an Executive of the Company as specified in Exhibit
A and by the table below.




Level A: The Severance Pay for an Executive in Level A is equal to 2.0 times the
sum of Base Salary and Target Cash Bonus.




Level B: The Severance Pay for an Executive in Level B is equal to 1.5 times the
sum of Base Salary and Target Cash Bonus.




Level C: The Severance Pay for an Executive in Level C is equal to 1.0 times the
sum of Base Salary and Target Cash Bonus.




However, in the case of a Special Termination, the Severance Pay shall be a lump sum amount
determined by the Company (and approved by the Senior HR Executive) that is less than (or
equal to) the amount specified in the table above.




     b. Method of Payment. Severance Pay shall be paid to a Participant in a lump sum, less
applicable tax and authorized withholdings, on the later of (i) the next regular payroll
payment date following the effective date of the Separation Agreement, or (ii) the next
regular payroll payment date following the Participant’s last day of employment.



     7. Equity Vesting.




     a. Accelerated Vesting. As an additional Severance Benefit, a portion of the
Participant’s unvested or restricted equity with Centex (stock options, restricted stock,
stock units and any performance shares or similar security) and deferred compensation (but
excluding Profit Sharing Plan or SERP balances) as of the effective date of the termination of
employment shall become vested and/or free from restrictions on transfer as of the date of
termination of employment (or as soon thereafter as reasonably practicable). The specific
awards (or portions thereof) as to which the vesting or the lapse of restrictions will be
accelerated are limited to those awards that would otherwise have vested during the period
commencing after the termination date and ending on the last date of the period specified in
the table below and corresponding to the applicable Level assigned to the Participant from
Exhibit A.



	 	 	 
	Applicable Level	 	Period
	Level A

	 	2.0 years
	Level B

	 	1.5 years
	Level C

	 	1.0 year







However, in the case of a Special Termination, the portion of the Executive’s unvested or
restricted equity with Centex that shall become vested and/or free from restrictions on
transfer shall be an amount determined by the Company (and approved by the Senior HR
Executive) that is less than (or equal to) the amount specified in the table above.



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     b. Exercise Period and Payout. Acceleration of vesting in the case of stock units,
deferred compensation and similar awards shall not affect (i) the payout date for the award,
which shall continue to be subject to the terms of the applicable plan, award agreement and
payout election, as applicable, or (ii) exercise or sale restrictions imposed by applicable
law or the Company’s securities trading policy or blackout policy. Stock options will be
exercisable after termination of employment for the period specified in the applicable plan
under which the award was granted, but not longer than the original term of the award. The
exercise period of options is summarized on Exhibit B.




     c. Additional Vesting. If, under the terms of the Company’s equity and deferred
compensation plans, a greater amount of the Executive’s unvested equity awards would vest upon
termination of employment other than by reason of this Policy, then the provisions of such
plans (and not this Policy) shall control as to the vesting of such awards or portion thereof.




     d. Expiration. Any unvested or restricted awards that would have vested or become
unrestricted after the applicable period noted in the table above will automatically expire,
lapse or terminate as of the date of termination of employment.



     8. Outplacement Services. The Company shall provide to each terminated Participant standard
outplacement services at the expense of the Company from an established outplacement firm selected
by the Company; provided, however, that the cost of the benefits shall be commensurate with the
level of the Participant and, absent special circumstances, shall generally not exceed in total an
amount equal to $30,000 per Participant in Level A, $25,000 per Participant in Level B, and $20,000
per Participant in Level C. In order to receive outplacement services, the Participant must begin
utilizing the services within 30 days of his or her date of termination. The fees shall be paid
directly to the outplacement firm and no part of this amount shall be paid to the Participant. All
services must be provided by the end of the second calendar year following Involuntary Separation.



     9. Limitations on Severance Benefits.




     a. Limit on Severance Pay. In no event shall Severance Pay exceed 2.99 times the sum of
the Participant’s Base Salary and the amount or value of the total incentive compensation
(including equity awards) paid or awarded to the Participant for the prior fiscal year.




     b. Offer of New Employment. A Participant shall not be eligible for Severance Pay if a
Successor Employer offers him/her a job that (a) has a base salary that is no more than 10%
less than the Participant’s then current Base Salary, and has an incentive compensation
opportunity that is no more than 10% less than the Participant’s then current target incentive
compensation opportunity or plan, (b) does not involve an office relocation that would
increase the Participant’s one-way commute by more than 25 miles, and (c) commences within
fifteen days following his or her Involuntary Separation by the Company, whether or not the
Participant accepts the employment offer.



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     c. Change of Control. If there is a change of control of Centex within the one year
period prior to an Involuntary Separation, then Severance Pay shall be reduced by the sum of
the amount of cash received by the Participant and Centex’s estimate of the value of equity
awarded or vested, if any, as a result of the feature of Centex’s equity and incentive plans
automatically requiring certain incentive payments or the vesting of performance awards upon a
change of control. No reduction shall be required to the extent that, after the change of
control and prior to such one-year period, any regular annual incentive compensation award is
reduced as a result of such payment or vesting upon a change of control.



     10. Benefits and Perquisites. Except as expressly provided in this Policy or as required by
law, a Participant is not eligible for benefits from the Company or its insurers or providers
(including health benefits or insurance) following an Involuntary Separation. The Participant’s
right to use a Company automobile and any automobile allowance or other perquisite that the
Participant was receiving in accordance with the arrangement in effect at the time of termination
of the Participant’s employment will cease at the time of termination of the Participant’s
employment. Any reimbursement for fringe benefits such as dues and expenses related to club
memberships and expenses for professional services will cease at the time of termination of the
Participant’s employment.



     11. Funding. The Policy shall at all times be entirely unfunded and no provision shall at any
time be made with respect to segregating assets of the Company for payment of any Severance
Benefits hereunder. Severance Benefits are not a vested right. No Participant or other person
shall have any interest in any particular assets of the Company by reason of the right to receive
Severance Benefits under the Policy and any such Participant or any other person shall have only
the rights of a general unsecured creditor of the Company with respect to any rights under the
Policy.



     12. Taxation; Delay in Payment. All Severance Benefits shall be subject to applicable
federal, state and local taxes, and deductions and withholding for the same, which taxes shall be
the responsibility of the Participant. Except in the case of termination of employment due to
death or Disability, if Section 409A of the Code or applicable treasury regulation or guidance
require that any proposed Severance Benefit be delayed by 6 months after the Participant’s
separation from service (and paid on the first day of the month after the 6-month period) or other
required period because the Participant is a “key employee” within the meaning of Section 409A,
then, notwithstanding any other provision of this Policy, the Company shall delay providing the
applicable pay or benefit to which the person is otherwise entitled under this Policy to the date
required under Section 409A.



     13. Non-Exclusivity of Rights. The terms of this Policy shall not prevent or limit the right
of a Participant to receive, prior to an Involuntary Separation, any base annual salary, retirement
or welfare benefit, perquisite, bonus or other payment provided by the Company to the Participant,
except for such rights as the Participant may have specifically waived in writing. Amounts that
are vested benefits or which the Participant is otherwise entitled to receive under any other
benefit, policy or program provided by the Company, including rights to accrued vacation, shall be
payable in accordance with the terms of such policy or program.




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     14. Amendment; Termination; Interpretation. This Policy, including the Participants listed on
Exhibit A, may be amended or terminated by the Committee at any time. No such termination
or amendment shall affect the rights of any Participant whose employment has been terminated as a
result of an Involuntary Separation, or who is then receiving Severance Benefits at the time of
such amendment or termination. If a Participant dies after signing the Separation Agreement and
prior to receiving all of the Severance Pay to which he or she is entitled pursuant to the Policy,
payment shall be made to the beneficiary designated by the Participant to the Company or, in the
event of no designation of beneficiary or the death of the beneficiary, then to the estate of the
deceased Participant. The Chief Executive Officer reserves the right in his sole discretion to
interpret the Policy, prescribe, amend and rescind rules and regulations relating to it, determine
the terms and provisions of the severance payments and make all other determinations he deems
necessary or advisable for the administration of the Policy, subject to the appeals procedure in
Section 19. The determination of the Chief Executive Officer on all matters regarding the Policy
shall be conclusive and binding on all parties. Copies of this Policy and any amendments shall be
provided to each constituent entity of the Company and shall be deemed adopted by each such
constituent.



     15. Non-Assignability. Severance Benefits pursuant to the Policy shall not be subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge prior
to actual receipt thereof by a Participant; and any attempt to so anticipate, alienate, sell,
transfer, assign, pledge, encumber or charge prior to such receipt shall be void; and the Company
shall not be liable in any manner for, or subject to, the debts, contracts, liabilities,
engagements or torts of any person entitled to any Severance Benefits.



     16. No Employment Rights. Nothing in the Policy shall be deemed to entitle a Participant to
continued employment with the Company, and the rights of the Company to terminate the employment of
a Participant shall continue as though the Policy were not in effect.



     17. Confidential Information and Nonsolicitation Covenants. As a condition of receiving
Severance Benefits, Participants (a) shall agree to hold, in a fiduciary capacity for the benefit
of the Company, all confidential information regarding the Company acquired by the Participant
while employed by the Company, and (b) shall agree, for the Nonsolicitation Period, not to,
directly or indirectly, without the consent of Centex, hire, call on, solicit or take away or
attempt to hire, call on, solicit, or take away any of the Company’s employees for the purpose of
hiring such employees and/or encouraging them to terminate their employment with the Company. This
confidential information may include, but is not limited to, information regarding the Company’s
business practices, trade secrets, policies, customer lists, contracts, financial and market data,
marketing reports, pricing, business opportunities and other information of a confidential nature.
In consideration of the Severance Benefits received by a Participant pursuant to this Policy,
Participant shall agree and covenant that he or she (i) shall not use to the Company’s detriment
and (ii) shall not divulge, publicly or privately, any specified or other such confidential
information regarding any aspect of the Company’s business acquired during or as a result of his or
her employment with the Company. Furthermore, to the extent that disclosure of any such
information is controlled by statute, regulation or other law, the Participant shall agree that he
or she is bound by such laws and that this Policy does not operate as a waiver of any such
non-disclosure requirement. In the event of any breach of the



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confidentiality or nonsolicitation covenants, the Company shall be entitled to injunctive
relief, in addition to all other rights it may have at law or in equity.



     18. Governing Law and Venue. The terms of the Policy shall be governed by and construed and
enforced in accordance with the laws of the State of Texas (without regard to its rules on
conflicts of laws), except where superseded by federal law. Exclusive venue and jurisdiction for
purposes of any dispute, controversy, claim or cause of action arising out of or related to this
Policy is in any federal or state court of competent jurisdiction that regularly conducts
proceedings in Dallas County, Texas. Nothing in this Policy, however, precludes the Plan or a
Participant from removing a civil action from any state court to federal court.



     19. Claims Procedure. Generally, benefits will be paid under this Policy (also, referred to
as the “Plan”) without the necessity of filing a claim. If a Participant believes that he or she
has been denied benefits under the Plan, the Participant (or his or her authorized representative)
may file a written claim with the Claims Administrator, to the following address: 2728 N. Harwood,
Dallas, Texas 75201. If a claim for Plan benefits is denied in whole or in part, the Participant
will receive a written notice of the denial. This notice must be provided to the Participant
within a reasonable period of time, but not later than 90 days after receipt of the claim by the
Claims Administrator, unless the Claims Administrator determines that special circumstances require
an extension of time for processing the Participant’s claim. If the Claims Administrator
determines that an extension is necessary, notice of the extension will be furnished to the
Participant prior to the termination of the initial 90-day period. In no event will such extension
exceed a period of 90 days from the end of the initial 90-day period. The extension notice will
indicate the special circumstances requiring an extension of time and when the Participant can
expect the benefit determination.



     The Claims Administrator’s notice of denial of a Participant’s claim will contain the
following information: (a) the specific reason or reasons for the adverse determination; (b)
references to specific Plan provisions on which the determination is based; (c) a description of
any additional material or information necessary for the Participant to perfect the claim and an
explanation of why such material or information is necessary; and (d) appropriate information as to
the steps to be taken if the Participant wants to submit a claim for review, including a statement
of the right to bring a civil action under ERISA following an adverse benefit determination on
review.



     If a claim is denied in whole or in part by the Claims Administrator, the Participant (or his
or her representative) may appeal the adverse determination by filing a written request for a
review of the claim with the Chief Executive Officer. The request for review must be made within
60 days of the date the Participant receives the denial (or, if no written denial is received,
within 60 days of the date when the denial was due). The Participant should send the written
request for review to the Chief Executive Officer.



     A Participant may submit written comments, documents, records, and other information relating
to his or her claim for benefits. A Participant will be provided, upon request and free of charge,
reasonable access to, and copies of, all documents, records, and other information relevant to his
or her claim for benefits. The review will take into account all comments, documents, records, and
other information submitted by the Participant relating to his or her



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claim, without regard to whether such information was submitted or considered in the initial
benefit determination.



     The Chief Executive Officer will provide the Participant with a written notice of its decision
on review within 60 days after the Chief Executive Officer’s receipt of the Participant’s written
claim for review, unless the Chief Executive Officer determines that special circumstances require
an extension of time for processing the claim. If the Chief Executive Officer determines that an
extension of time is required, written notice of the extension will be furnished to the Participant
prior to the end of the initial 60-day period. The extension notice will indicate the special
circumstances requiring an extension of the time and the date by which the Chief Executive Officer
expects to render its determination on review. The extension will not exceed a period of 60 days
from the end of the initial 60-day period.



     In the case of an adverse benefit determination on review, the notice will set forth: (a) the
specific reason or reasons for the adverse determination; (b) references to the specific Plan
provisions on which the determination is based; (c) a statement that the Participant is entitled to
receive, upon request and free of charge, reasonable access to, and copies of, all documents,
records, and other information relevant to the claim for benefits; and (d) the Participant’s right
to bring a civil action under Section 502(a) of ERISA.



     By participating in the Plan, Participants agree that (a) the Plan will not pay any benefit
for a claim filed more than one year from the date a Participant terminates employment, and (b) no
legal or equitable action may be filed against the Plan or any Plan fiduciary more than 90 days
after exhaustion of the Participant’s rights under the above claims procedure. A Participant must
exhaust all levels of the appeal procedure before the Participant can bring an action at law or
equity. The power and authority of the Claims Administrator and the Chief Executive Officer shall
be discretionary with respect to all matters arising before each of them under this claims
procedure.



     20. Your Rights Under ERISA. As a Participant in the Plan, you are entitled to certain rights
and protections under the Employee Retirement Income Security Act of 1974 (ERISA). ERISA provides
that all plan participants are entitled to: examine, without charge, at the Plan Administrator’s
office and at other specified locations (such as worksites), all documents governing the Plan,
including insurance contracts, if any; and obtain copies of documents governing the operation of
the Plan, including insurance contracts, if any, and updated summary plan description upon written
request to the Plan Administrator. The Plan Administrator may make a reasonable charge for the
copies.



     In addition to creating rights for plan participants, ERISA imposes duties upon the people who
are responsible for the operation of the Plan. The people who operate the Plan, called
“fiduciaries” of the Plan, have a duty to do so prudently and in the interest of you and other plan
participants and beneficiaries. No one, including your employer or any other person, may fire you
or otherwise discriminate against you in any way to prevent you from obtaining a benefit or
exercising your rights under ERISA.



     If your claim for a benefit is denied in whole or in part, you have a right to know why this
was done, to obtain copies of documents relating to the decision without charge and to appeal the



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denial, all under certain time schedules. Under ERISA, there are steps you can take to enforce
these rights. For instance, if you request materials from the Plan and do not receive them within
30 days, you may file suit in a federal court. In such a case, the court may require the Plan
Administrator to provide the materials and pay you up to $110 a day until you receive them, unless
the materials were not sent because of reasons beyond the control of the Plan Administrator. If
you have a claim for benefits which is denied or ignored, in whole or in part, you may file suit in
a state or federal court. In addition, if you disagree with the Plan’s decision, or lack thereof,
concerning the qualified status of a domestic relations order, you may file suit in federal court
after exhausting all of the Plan’s claims and appeal procedures. If it should happen that Plan
fiduciaries misuse the Plan’s money, or if you are discriminated against for asserting your rights,
you may seek assistance from the U.S. Department of Labor, or you may file suit in a federal court.
The court will decide who should pay court costs and legal fees. If you are successful, the court
may order the person you have sued to pay these costs and fees. However, if you lose, the court
may order you to pay the costs and fees; for example, if it finds your claim is frivolous.



     If you have any questions about the Plan, you should call or write the Plan Administrator. If
you have any questions about this statement or about your rights under ERISA, or if you need
assistance in obtaining documents from the Plan Administrator, you should contact the nearest
office of the Employee Benefits Security Administration, U.S. Department of Labor listed in your
telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefits
Security Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C.
20210. You may also obtain certain publications about your rights and responsibilities under ERISA
by calling the publications hotline of the Employee Benefits Security Administration.



     21. Waiver of Jury Trial. As a further condition of receiving benefits under this Policy,
Participants agree to waive irrevocably the right to trial by jury with respect to any dispute,
controversy, claim or cause of action arising out of or relating to this Policy.



     22. Plan Information. This document serves as the Plan’s official plan document and as the
summary plan description. Centex is the “Plan Administrator” for ERISA reporting and disclosure
purposes. Centex’s address is 2728 N. Harwood, Dallas, Texas 75201, and service of process may be
made on Centex at this address. Centex’s employer identification number is 75-0778259, and the
telephone number is 214-981-5000.



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     IN WITNESS WHEREOF, Centex has caused this Policy to be executed in its name by its duly
authorized officer as of the date first set forth above.



CENTEX CORPORATION




	 	 	 	 	 
	By:  	/s/ Timothy R. Eller
 	 	 
	 	Name:  	Timothy R. Eller 	 	 
	 	Title:  	Chairman & Chief Executive Officer 	 	 
	 



Adopted June 2, 2006

Amended and restated October 10, 2007





-12-









 








EXHIBIT A




Participants (as of October 2007)




Level A



Centex Corporation

Chief Executive Officer




Level B



Centex Corporation

President and Chief Operating Officer

Chief Financial Officer

Senior Vice President, Human Resources

Senior Vice President, Strategy and Corporate Development

Senior Vice President, Chief Legal Officer

Centex Corporation officers that are Senior Vice Presidents that are
direct reports to the Chief Executive Officer



Centex Homes1

Chairman and Chief Executive Officer

President or Co-President or Region President

Chief Operating Officer or Co-COO

Executive Vice President, Operations Support



CMTIG

Chief Executive Officer



HomeTeam Services

Chief Executive Officer




Level C



Centex Homes1

Executive Vice President

Division President



Centex Corporation, Centex Homes,1 CMTIG, HomeTeam Services

Executives directly reporting to any of the persons listed in Level B
(but excluding paralegal and staff personnel)






 




			
	1	 	Includes officers of the managing partner of Centex
Homes (or such partner’s general partner) with similar titles.




 









 










EXHIBIT B



The exercise period for stock options varies by reference to the particular plan under which the
option was granted. The applicable plan is referenced in the award agreement under which the
option was granted, and is also noted in the Participant’s option listing on the stock plan
administrator’s website.




	 	 	 	 	 
	 	 	Exercise Period After	 
	Plan	 	Termination of Employment1	 
	1987 Stock Option Plan
	 	3
Months2
	1998 Stock Option Plan
	 	3 Months
	2001 Stock Option Plan
	 	4 Months
	2003 Equity Plan
	 	4 Months








 




			
	1	 	In no event may the exercise period extend past the
original expiration date of the option. Also, if the option award was subject
to the Vested Retirement provisions of the applicable plan and the Participant
meets the requirements for Vested Retirement under such plan, then the exercise
period for such grants would be 12 months.
	 
	2	 	If the Participant is an “executive officer” at the
time of termination within the meaning of Section 8 of such Plan, then the
exercise period is 7 months.