CENTEX CORP
STOCK UNIT AGMT FOR 2003 EQUITY INCENTIVE PLAN
<DOCUMENT>
<TYPE>EX-10.6B
<SEQUENCE>13
<FILENAME>d15607exv10w6b.txt
<DESCRIPTION>STOCK UNIT AGMT FOR 2003 EQUITY INCENTIVE PLAN
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.6b

PLEASE SIGN & RETURN                                                 Stock Units
                                                                       2003 Plan

                                 FY 2004 Award

Dear <<FullName>>:

         You have been granted an Award as of May 14, 2004 of <<Options
Granted>> Stock Units of Centex Corporation (the "Company") under the Amended
and Restated Centex Corporation 2003 Equity Incentive Plan (as such plan may be
amended from time to time, the "Plan"). The Stock Units awarded hereby will each
be converted to a share of the common stock of the Company ("Share") following
vesting, provided you have delivered a notice of conversion to the Committee, in
the form prescribed by it. Following conversion, such Shares will be freely
transferable. A copy of the Plan is available to you upon request to the Law
Department.

         This Award will vest at the rate of 8 1/4% per quarter in fiscal year
2005, 8 1/4% per quarter in fiscal year 2006 and 8 1/2% per quarter in fiscal
year 2007. The amounts and dates are shown below:

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         All Stock Units not then terminated will vest in full on March 31,
2007, unless earlier vested as described in the Plan or this Award. The date on
which a Stock Unit vests is called the "Vesting Date". Vested units not yet
converted by you will automatically convert into Shares and become freely
transferable on May 14, 2011.

         You will forfeit all unvested Stock Units if you cease for any reason
to be an employee of at least one of the employers in the group of employers
consisting of the Company and its Affiliates. However, the restrictions set
forth in the Plan and this Award will terminate immediately and all Stock Units
covered by this Award will immediately vest (i) in the event of your death or
permanent disability or (ii) if you retire from employment at the Company and at
retirement you satisfy the definition of Vested Retirement, i.e., you are a Full
Time Employee at least 55 years old, have at least 10 Years of Service and the
sum of your age and Years of Service equals at least 70. Whether you have
suffered a permanent disability will be determined by the Committee, in its sole
and absolute discretion. In the event of your death, the person or persons to
whom the Stock Units have been validly transferred pursuant to will or the laws
of descent and distribution will have all rights to the Stock Units.

         The Company may cancel and revoke this Award and/or replace it with a
revised award at any time if the Company determines, in its good faith judgment,
that this Award was granted in error or that this Award contains an error. In
the event of such determination by the Company, and written notice thereof to
you at your business or home address, all of your rights and all of the
Company's obligations as to any unvested portion of this Award shall immediately
terminate. If the Company replaces this Award with a revised award, then you
will have all of the benefits conferred under the revised award, effective as of
such time as the revised award goes into effect.

         This Award is subject to the Plan, and the Plan will govern where there
is any inconsistency between the Plan and this Award. The provisions of the Plan
are also provisions of this Award, and all terms, provisions and definitions set
forth in the Plan are incorporated in this Award and made a part of this Award
for all purposes. Capitalized terms used but not defined in this Award will have
the meanings assigned to such terms in the Plan. This Award has been signed in
duplicate by the Company and delivered to you, and (when you sign below) has
been accepted by you effective as of May 14, 2004.

ACCEPTED                                      CENTEX CORPORATION
as of May 14, 2004

_________________________________             ________________________________
<<FullName>>                                  Timothy R. Eller
                                              Chairman & Chief Executive Officer

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