CENTEX DEVELOPMENT CO LP
EX-10.10 AMENDED/RESTATED LONG TERM INCENTIVE PLAN
<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>9
<FILENAME>d05408exv10w10.txt
<DESCRIPTION>EX-10.10 AMENDED/RESTATED LONG TERM INCENTIVE PLAN
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.10

                                                                          021303


                              AMENDED AND RESTATED
                   CENTEX CORPORATION LONG TERM INCENTIVE PLAN

                            EFFECTIVE OCTOBER 1, 2001

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 Code, 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 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 Stock Option
                  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.


Page 1

<PAGE>

                  "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
                  Centex Corporation 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 (not beyond ten years) as the Administrator may
                  determine.

                  "FAIR MARKET VALUE" means the closing price per Share as of a
                  particular date reported on the consolidated transaction
                  reporting system for the New York Stock Exchange or, if there
                  shall have been no such sale so reported on that date, on the
                  last preceding date on which such a sale was reported.

                  "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.


Page 2

<PAGE>

                  "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.

                  "RETIREMENT" means the termination of a Participant's
                  Employment due to retirement on or after age 62 provided that
                  the Participant has at least ten years of service with one or
                  more Companies.

                  "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.

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 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.


Page 3

<PAGE>

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 500,000.

         (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) Retirement of the Participant.

7.       FORFEITURE OF AWARDS. If a Participant's Employment is terminated, 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.


Page 4

<PAGE>

(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. A Participant may request that the
                  Administrator consider an early Payout to him or her with
                  respect to any vested portion of an Award. Such a request will
                  be considered at the next semi-annual meeting of the
                  Administrator (held in May and October of each calendar year).
                  Such request shall be in writing and will set forth, in
                  sufficient detail, the reasons for such early Payout. The
                  Administrator will consider such request during said meeting
                  and will, within thirty (30) days following said meeting,
                  determine in its sole and absolute discretion whether to allow
                  such early Payout, and then notify the Participant of its
                  decision.

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. All
         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.

10.      DELIVERY OF SHARE CERTIFICATES. As promptly as may be practicable
         following a Payout, Centex Corporation shall make delivery of one or
         more Share certificates, 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


Page 5

<PAGE>

         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)      If at any time while the Plan is in effect there shall be an
                  increase or decrease in the number of issued and outstanding
                  Shares of Centex Corporation effected without receipt of
                  consideration therefor by Centex Corporation, through the
                  declaration of a stock dividend or through any
                  recapitalization or merger or otherwise in which Centex
                  Corporation is the surviving corporation, resulting in a stock
                  split-up, combination or exchange of Shares of Centex
                  Corporation, then and in each such event an appropriate
                  adjustment shall be made automatically in the amount of
                  Deferred Stock then subject to an Award, to the end that the
                  same proportion of Centex Corporation's Shares which would
                  have been issued and outstanding assuming full Payout of such
                  Award as of the date of such increase or decrease shall in
                  each such instance remain subject to such Award.

                  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 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


Page 6

<PAGE>

                  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 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.

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


Page 7

<PAGE>

         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 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 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.

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.

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 nor any member of the
         Compensation and Stock Option Committee, acting in the capacity of
         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 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.


Page 8

<PAGE>

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.




Page 9





</TEXT>
</DOCUMENT>
