CENTEX CORP
AMENDED/RESTATED 2001 STOCK PLAN
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>d25749exv10w3.txt
<DESCRIPTION>AMENDED/RESTATED 2001 STOCK PLAN
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.3

                              AMENDED AND RESTATED
                       CENTEX CORPORATION 2001 STOCK PLAN
                         (LAST AMENDED ON MAY 12, 2005)

1.    PURPOSE

      The purpose of the Plan is to assist the Company in attracting and
retaining as officers and key employees of the Company and its Affiliates, and
as Directors of the Company, individuals of training, experience and ability,
and to furnish additional incentive to such individuals by encouraging them to
become owners of Shares, by granting to such individuals Options or Restricted
Stock.

2.    DEFINITIONS

      Unless the context otherwise requires, the following words as used herein
shall have the following meanings:

      "AFFILIATE" -- Any corporation or other entity that is a direct or
indirect parent or subsidiary (including, without limitation, partnerships and
limited liability companies) of the Company.

      "AGREEMENT" -- The written agreement, whether delivered on paper or by
electronic medium, between the Company and the Optionee or holder of Restricted
Stock evidencing the Option or Restricted Stock granted by the Company, which
shall be in such form and contain such provisions as the Committee may
prescribe.

      "BOARD" -- The Board of Directors of the Company, as the same may be
constituted from time to time.

      "CODE" -- The Internal Revenue Code of 1986, as amended from time to time.

      "COMMITTEE" -- The Compensation and Stock Option Committee of the Board,
composed solely of two or more Directors who are appointed by the Board from
time to time and who satisfy the requirements of Rule 16b-3(b)(3) promulgated
under the Securities Exchange Act of 1934, or any successor provision.

      "COMPANY" -- Centex Corporation, a Nevada corporation.

      "DIRECTOR" -- An individual who is a member of the Board.

      "DISABILITY" -- Total and permanent disability as set forth in Section
22(e)(3) of the Code, or any successor provision.

      "EMPLOYER" -- The Company and any Affiliate.

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      "FAIR MARKET VALUE" -- The closing price per Share reported on the
consolidated transaction reporting system for the New York Stock Exchange as of
a particular date 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.

      "FULL TIME EMPLOYEE" means a person actively and regularly engaged in work
at least 40 hours a week.

      "OPTION" -- A nonqualified option to purchase one or more Shares granted
under and pursuant to the Plan. A nonqualified option does not satisfy the
requirements of Section 422 of the Code, or any successor provision.

      "OPTIONEE" -- An individual who has been granted an Option under the Plan.

      "PARTICIPANT" -- An individual who has been granted Restricted Stock or an
Option under the Plan.

      "PLAN" -- This Centex Corporation 2001 Stock Plan.

      "RESTRICTED STOCK" -- Shares issued pursuant to Section 17 of the Plan.

      "RETIREMENT" -- The Participant's voluntary termination of employment from
the Employer including, where the context indicates, Vested Retirement.

      "SHARE" -- A share of the Company's present twenty-five cents ($0.25) par
value common stock and any share or shares of capital stock or other securities
of the Company 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.

      "VESTED RETIREMENT" -- The voluntary termination of all employment of an
Optionee or a Participant (excluding a Non-employee Director) who is a Full Time
Employee from the Employer at any time after he or she (1) is age 55 or older,
(2) has at least 10 Years of Service and (3) the combination of age and Years of
Service equal at least 70. Calculation of eligibility for Vested Retirement
shall be based on whole years of age and Years of Service on the date as of
which the calculation is being made. Any partial years shall be disregarded.

      "YEARS OF SERVICE" -- The Optionee's or Participant's years of employment
with an Employer. An Optionee or Participant shall be credited with a Year of
Service on each anniversary of the date on which he or she was first employed
with an Employer, provided that the Optionee or Participant continues to be
employed by an Employer on such anniversary date.

3.    ADMINISTRATION

      Subject to the provisions hereof, the Committee shall have full and
exclusive power and authority to administer this Plan and to take all actions
that are specifically contemplated hereby or are necessary or appropriate in
connection with the administration hereof. The Committee

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shall also 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 proper, all of which powers shall be exercised in the best
interests of the Company and in keeping with the objectives of this Plan. The
Committee may, in its discretion, provide for the extension of the
exercisability of an Option, accelerate the vesting or exercisability of an
Option or Restricted Stock award, eliminate or make less restrictive any
restrictions applicable to an Option or Restricted Stock award, waive any
restriction or other provision of this Plan or an Option or Restricted Stock
award or otherwise amend or modify an Option or Restricted Stock award in any
manner that is either (i) not adverse to the Optionee or holder of Restricted
Stock to whom such Option or Restricted Stock was granted or (ii) consented to
by the Optionee or holder of Restricted Stock. The Committee may correct any
defect or supply any omission or reconcile any inconsistency in this Plan or in
any award in the manner and to the extent the Committee deems necessary or
desirable to further the Plan purposes. Any decision of the Committee in the
interpretation and administration of this Plan shall lie within its sole and
absolute discretion and shall be final, conclusive and binding on all parties
concerned.

4.    SHARES SUBJECT TO PLAN

      (a) A maximum of 1,750,000 Shares shall be subject to grants of Options or
awards of Restricted Stock under the Plan; provided, however, that of such
number of Shares, no more than 175,000 Shares shall be subject to awards of
Restricted Stock; and provided further, that such maximum shall be increased or
decreased as provided in Section 12 hereof. The Shares subject to the Plan shall
consist of unissued Shares or previously issued Shares reacquired and held by
the Company or any Affiliate.

      (b) At any time and from time to time after the Plan takes effect, the
Committee, pursuant to the provisions herein set forth, may grant Options and
award Restricted Stock until the maximum number of Shares shall be exhausted or
the Plan shall be sooner terminated.

      (c) If any Option expires or is canceled without being fully exercised or
is settled in cash, or if any Restricted Stock previously awarded is reacquired
by the Company, the number of Shares with respect to which such Option shall not
have been exercised prior to its expiration or cancellation and the number of
Shares of such Restricted Stock so reacquired may again be optioned or awarded
pursuant to the provisions hereof.

      (d) If the option price or any applicable tax withholding obligation
payable upon exercise of an Option is satisfied by the tender or withholding of
Shares to or by the Company (by either actual delivery or attestation), the
number of Shares so tendered or withheld shall be eligible for reissuance under
the Plan.

5.    ELIGIBILITY

      Eligibility for receipt of a grant of Options under the Plan shall be
confined to (a) a limited number of persons who are employed by the Company or
an Affiliate and hold key positions in and for the Company or an Affiliate and
(b) Directors.

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6.    GRANTING OF OPTIONS

      (a) From time to time while the Plan is in effect, the Committee may in
its absolute discretion select from among the persons eligible to receive a
grant of Options under the Plan (including persons who have already received
such grants of Options) such one or more of them as in the opinion of the
Committee should be granted Options. The Committee shall thereupon, likewise in
its absolute discretion, determine the number of Shares to be allotted for
option to each person so selected.

      (b) Each person so selected shall be granted an Option to purchase the
number of Shares so allotted to him, upon such terms and conditions, consistent
with the provisions of the Plan, as the Committee may specify.

      (c) Each Option granted under the Plan shall be evidenced by an Agreement
setting forth the terms and conditions of the Option. The date that the
Committee specifies to be the grant date of an Option to an individual shall
constitute the date on which the Option covered by such Agreement is granted. In
no event, however, shall an Optionee gain any rights in addition to those
specified by the Committee in its grant, regardless of the time that may pass
between the grant of the Option and the actual execution of the Agreement by the
Company and the Optionee.

      (d) No person may be granted Options under this Plan for more than 250,000
Shares in any one-year period.

7.    OPTION PRICE

      The option price for each Share covered by each Option shall not be less
than 100% of the Fair Market Value of the Share at the time the Option is
granted. Notwithstanding the foregoing, if there occurs any transaction of a
type described in Section 12(a), (b) or (c) hereof, the option price of the
Shares subject to each existing Option adjusted pursuant to such provisions or
any new Option or assumed option issued pursuant to such provisions may be
different than the Fair Market Value of the Shares at the time the Option is
granted; provided, however, in no event shall -

      (a) the excess of the aggregate Fair Market Value of the Shares subject to
the Option immediately after the transaction over the aggregate option price of
such Shares be more than the excess of the aggregate Fair Market Value of all
shares subject to the other option immediately prior to the transaction over the
aggregate option price of shares subject to the other option; and

      (b) the ratio of the option price to the Fair Market Value of the Shares
subject to the Option immediately after the transaction be more favorable to the
Optionee than the ratio of the option price to the Fair Market Value of the
shares subject to the other option immediately prior to such transaction,
determined on a share-by-share basis.

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8.    OPTION PERIOD

      Each Option shall run for such period of time as the Committee may
specify, but in no event for longer than seven (7) years from the date when the
Option is granted, including the period of time provided in the subsections of
this Section 8; and subject to the following limits:

      (a) Except as provided below in this subsection (a) or in subsection (f),
all rights to exercise an Option shall terminate within four (4) months after
the date the Optionee ceases to be an employee of the Company or an Affiliate,
or after the date the Optionee ceases to be a Director, whichever may occur
later, for any reason other than death or Disability (but in no event later than
the end of the original period of the Option); except that (i) in the case of an
Optionee who is a Director and, on the date the Optionee ceases to be a Director
(and if also an employee ceases to be an employee), has (A) at least ten (10)
years of service as a Director, all Shares subject to such Option will vest on
such date and all rights to exercise such Option shall terminate three (3) years
after the date the Optionee ceases to be a Director (but in no event later than
the end of the original period of the Option), or (B) less than ten (10) years
of service as a Director, all Shares subject to such Option will continue to
vest in accordance with its terms for a period of three (3) years following such
date, and all rights to exercise such Option shall terminate three (3) years
after such date; and (ii) if the Optionee's employment or service as a Director
is terminated for cause, the entire Option, including both exercisable and
unexercisable Shares, shall immediately terminate and thereafter be null and
void for all purposes.

      (b) In the case of an Optionee who satisfies the test for Vested
Retirement, all Options held by such Optionee will automatically vest upon
Vested Retirement.

      (c) If the Optionee ceases to be employed by the Company and its
Affiliates, or ceases to be a Director, whichever may occur later, by reason of
his death, all rights to exercise any Option held by such Optionee shall
terminate fifteen (15) months after his death (but in no event later than the
end of the original period of the Option).

      (d) If the employment of the Optionee with the Company or any of its
Affiliates shall terminate as a result of a Disability, he may, within six (6)
months following such date (but in no event later than the end of the original
period of the Option), exercise any Option held by such Optionee, in each case,
to the extent he was entitled to exercise such Option on the date of termination
of employment. To the extent that the Shares covered by his Option were
unexercisable as of such termination of employment, the Option shall terminate.
If the Optionee does not exercise such Option (which he was entitled to exercise
as of such termination) within the time specified herein, the Option shall
thereupon terminate.

      (e) If an Option is granted with a term shorter than seven (7) years, the
Committee may extend the term of the Option, but for not more than seven (7)
years from the date when the Option was originally granted.

      (f) Notwithstanding the foregoing, if an Option is held by an Optionee who
retires and satisfies the test for Vested Retirement, then all rights to
exercise any and all Options will

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terminate 12 months following the date of the Vested Retirement. To the extent
that an Agreement provides for a longer time to exercise, then such Agreement
will control.

9.    OPTIONS NOT TRANSFERABLE

      Unless otherwise determined by the Committee and provided in the
Agreement, no Option or interest therein shall be transferable by an Optionee
otherwise than by will or by the applicable laws of descent and distribution.
The Committee may prescribe and include in an Agreement any applicable
restrictions or conditions on transfer of Options. Any attempted assignment in
violation of this Section 9 shall be null and void.

10.   EXERCISE OF OPTIONS

      (a) During the lifetime of an Optionee, only he or his guardian or legal
representative or transferee may exercise an Option granted to him. In the event
of his death, any then exercisable portion of his Option may, within fifteen
(15) months thereafter or earlier date of termination of the original period of
Option, be exercised in whole or in part by any person empowered to do so under
the deceased Optionee's will or under the applicable laws of descent and
distribution.

      (b) At any time, and from time to time, during the period when any Option,
or a portion thereof, is exercisable, such Option, or portion thereof, may be
exercised in whole or in part; provided, however, that the Committee may require
in the Agreement that any Option which is partially exercised be so exercised
with respect to at least a stated minimum number of Shares.

      (c) Each exercise of an Option or portion or part thereof shall be
evidenced by a notice in writing by or on behalf of the Optionee to the Company.
The purchase price of the Shares for which an Option is exercised must be paid
prior to issuance of the Shares. The Exercise price of an Option must be paid by
cash, certified or cashiers' check, wire transfer, delivery (either actually or
by attestation) of whole Shares owned by the Optionee, or through the
withholding by the Company from the Shares otherwise issuable pursuant to the
Option of an appropriate number of Shares, or any combination of the
aforementioned methods of payment, prior to issuance of the Shares. For purposes
of determining the amount, if any, of the option price satisfied by delivery or
withholding of Shares, such Shares shall be valued at their Fair Market Value on
the date of exercise. Any Shares actually delivered in satisfaction of all or a
portion of the option price shall be appropriately endorsed for transfer and
assignment to the Company.

      (d) No Shares shall be issued until full payment therefor has been made,
and an Optionee shall have none of the rights of a stockholder until Shares are
issued to him.

      (e) Nothing herein or in any Agreement evidencing an Option granted
hereunder shall require the Company to issue any Shares upon exercise of an
Option if such issuance would, in the opinion of counsel for the Company,
constitute a violation of the Securities Act of 1933, as amended, or any similar
or superseding statute or statutes, or any other applicable statute or

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regulation, as then in effect. Upon the exercise of an Option or portion or part
thereof, the Optionee shall give to the Company satisfactory evidence that he is
acquiring such Shares for the purpose of investment only and not with a view to
their distribution; provided, however, if or to the extent that the Shares
subject to the Option shall be included in a registration statement filed by the
Company or an Affiliate, such investment representation shall not be required.

11.   DELIVERY OF SHARES UPON EXERCISE

      As promptly as may be practicable after an Option, or a portion or part
thereof, has been exercised as hereinabove provided, the Company shall make
delivery of the Shares acquired upon exercise of such Option to the Optionee or
shall cause such Optionee's interest in such Shares to be evidenced by an entry
on the Company's books and records.

12.   CHANGES IN COMPANY'S SHARES AND CERTAIN CORPORATE TRANSACTIONS

      (a) If at any time while the Plan is in effect there shall occur any
subdivision or consolidation of outstanding Shares, declaration of a dividend
payable in Shares or other stock split, then, and in each such event, the
Committee shall make proportionate adjustments to:

            (i) the maximum number of Shares then subject to being optioned or
      awarded as Restricted Stock under the Plan, to the end that the same
      proportion of the Company's issued and outstanding Shares shall continue
      to be subject to being so optioned and awarded;

            (ii) the number of Shares and the option price per Share thereof
      then subject to purchase pursuant to each Option previously granted, to
      the end that the same proportion of the Company's issued and outstanding
      Shares shall remain subject to purchase at the same aggregate option
      price;

            (iii) the number of Shares of Restricted Stock previously awarded
      under the Plan, to the end that each award represents the same proportion
      of the Company's issued and outstanding Shares; and

            (iv) the number of Shares subject to Options that may be granted to
      any person in any one-year period pursuant to the limitation set forth in
      Section 6(d), to the end that each such limitation represents the same
      proportion of the Company's issued and outstanding Shares.

      (b) If at any time while the Plan is in effect there shall occur any other
recapitalization or capital reorganization of the Company, any consolidation or
merger of the Company with another corporation or entity, the adoption by the
Company of any plan of exchange affecting the Shares or any distribution to
holders of Shares of securities or property (other than normal cash dividends or
dividends payable in Shares), the Committee may make proportionate adjustments
to:

            (i) the number of Shares and the option price per Share thereof then
      subject to purchase pursuant to each Option previously granted;

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            (ii) the number of Shares of Restricted Stock previously awarded
      under the Plan;

            (iii) the number of Shares subject to Options that may be granted to
      any person in any one-year period pursuant to the limitation set forth in
      Section 6(d); and

            (iv) the maximum number of Shares then subject to being optioned or
      awarded as Restricted Stock under the Plan;

      in each case, in order to reflect the transaction and (in the case of
clauses (i) and (ii) above) to the end of maintaining the proportionate interest
of the holders of Options and Shares of Restricted Stock; provided, however,
that such adjustments shall only be made to the extent necessary to preserve,
without exceeding, the value of such Options and Shares of Restricted Stock.

      (c) In the event of a merger, consolidation, acquisition of property or
stock, separation, reorganization or liquidation, the Committee shall be
authorized to issue or assume new Options or Shares of Restricted Stock as it
determines is appropriate in substitution for, or to reflect the assumption of,
any other option, restricted stock grant or other award, whether or not awarded
under this Plan.

      (d) Except as is otherwise expressly provided herein, the issuance by the
Company 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 the Company 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 or option price of Shares then subject to
outstanding Options granted under the Plan. Furthermore, the presence of
outstanding Options granted under the Plan shall not affect in any manner the
right or power of the Company to make, authorize or consummate (i) any or all
adjustments, recapitalizations, reorganizations or other changes in the
Company's capital structure or its business; (ii) any merger or consolidation of
the Company; (iii) any issuance by the Company of debt securities or preferred
or preference stock that would rank above the Shares subject to outstanding
Options or Shares of Restricted Stock granted under the Plan; (iv) the
dissolution or liquidation of the Company; (v) any sale, transfer or assignment
of all or any part of the assets or business of the Company; or (vi) any other
corporate act or proceeding, whether of a similar character or otherwise.

      (e) Notwithstanding anything to the contrary above, a dissolution or
liquidation of the Company, a merger (other than a merger effecting a
reincorporation of the Company in another state) or consolidation in which the
Company 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
the Company and their proportionate interests therein immediately after the
transaction are not substantially identical to the stockholders of the Company
and their proportionate interests therein immediately prior to the transaction)
or a change in control (as specified below) shall cause every Option then
outstanding to become exercisable in full and shall cause every restriction with
respect to any Shares of Restricted Stock to terminate immediately prior to such

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dissolution, liquidation, merger, consolidation or change in control, to the
extent not theretofore exercisable or free of restrictions, without regard to
the determination as to the periods and installments of exercisability or
termination of restrictions contained in the Agreements if, and only if, such
Options have not at that time theretofore expired or been terminated or such
Shares of Restricted Stock have not at that time theretofore been cancelled or
forfeited. For purposes of this Section 12(c), 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 Securities Exchange Act of 1934, becomes the
beneficial owner of Shares of the Company having 50% or more of the total number
of votes that may be cast for the election of directors of the Company or (ii)
as a result of, or in connection with, a contested election for directors, the
persons who were directors of the Company 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 or change in control, the Board may completely satisfy all
obligations of the Company and its Affiliates with respect to any Options or
Shares of Restricted Stock outstanding on the date of such event and cancel such
Options or Shares of Restricted Stock by (A) in the case of Options, delivering
to the Optionee cash in an amount equal to the difference between the aggregate
option price for Shares under the Options and the Fair Market Value of such
Shares on the date of such event and (B) in the case of Shares of Restricted
Stock, delivering to the holder of such Shares cash in an amount equal to the
Fair Market Value of such Shares on the date of such event, which payment shall
in either case be made within a reasonable time after such event.

      (f) As of May 13, 2004 the number of shares available for issuance of
Options or awards of Restricted Stock is 1,628,598 and no more than 68,260 shall
be subject to awards of Restricted Stock.

13.   EFFECTIVE DATE

      The Plan shall be effective on May 17, 2001, the date of its adoption by
the Board, but shall be submitted to the stockholders of the Company for
approval at the next regular or special meeting thereof to be held within twelve
(12) months after the Board shall have adopted the Plan. If, at such a meeting
of the stockholders of the Company, the Plan is not approved by the affirmative
vote of a majority of the $0.25 par value common stock of the Company present
and entitled to vote at such meeting, then, and in such event, the Plan and all
Options granted under the Plan and all awards of Restricted Stock under the Plan
shall become null and void and of no further force or effect.

14.   AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN

      The Board may amend, suspend or terminate this Plan for the purpose of
meeting or addressing any changes in legal requirements or for any other purpose
permitted by law, except that (a) no amendment or alteration that would
adversely affect the rights of any holder under any award previously granted to
such person shall be made without the consent of such person and (b) after the
stockholders of the Company have ratified the Plan, no amendment or alteration
that would increase the maximum number of Shares subject to the Plan (as
provided in Section 4(a)) or decrease the option price of an Option below 100%
of the Fair Market Value as of the date

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such Option was granted (as provided in Section 7) may be made without obtaining
approval of the stockholders.

15.   REQUIREMENTS OF LAW

      Notwithstanding anything contained herein to the contrary, the Company
shall not be required to sell or issue Shares under any Option if the issuance
thereof would constitute a violation by the Optionee or the Company of any
provisions of any law or regulation of any governmental authority or any
national securities exchange. As a condition of any sale or issuance of Shares
under an Option, the Company may require such agreements or undertakings, if
any, as the Company may deem necessary or advisable to ensure compliance with
any such law or regulation.

16.   MODIFICATION OF OPTIONS

      Except as provided in Section 12, notwithstanding any other provision of
this Plan to the contrary, (i) after an Option has been awarded, the price at
which Shares may be purchased upon exercise of such Option shall not be amended
and (ii) no Option shall be granted in exchange for a previously granted Option
if the option price of such previously granted Option is greater than the option
price of such replacement Option. Notwithstanding the foregoing provisions of
this Section 16, no modification or cancellation of an Option granted hereunder
shall, without the consent of the Optionee, alter or impair any rights or
obligations under any Option theretofore granted hereunder to such Optionee
under the Plan.

17.   RESTRICTED STOCK

      (a) Subject to the terms and conditions of, and within the limitations of,
the Plan, Shares of Restricted Stock may be awarded by the Committee to such
individuals as are eligible for grants of Options, as the Committee may
determine at any time and from time to time before the termination of the Plan.
Each award of Restricted Stock shall be evidenced by an Agreement setting forth
the terms and conditions of the award.

      (b) A Share of Restricted Stock is a Share that does not irrevocably vest
in the holder or that may not be sold, exchanged, pledged, transferred, assigned
or otherwise encumbered or disposed of until the terms and conditions set by the
Committee at the time of the award of the Restricted Stock have been satisfied.
A Share of Restricted Stock shall be subject to such other restrictions, terms
and conditions as the Committee may establish, which may include, without
limitation, the rendition of services to the Company or its Affiliates for a
specified time or the achievement of specific goals.

      (c) If an individual receives Shares of Restricted Stock, whether or not
escrowed as provided below, the individual shall be the record owner of such
Shares and shall have all the rights of a stockholder with respect to such
Shares (unless the escrow agreement, if any, specifically provides otherwise),
including the right to vote and the right to receive dividends or other
distributions made or paid with respect to such Shares. Any certificate or
certificates representing Shares of Restricted Stock may bear a legend similar
to the following:

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                  The shares represented by this certificate have been issued
            pursuant to the terms of the Centex Corporation 2001 Stock Plan and
            may not be sold, pledged, transferred, assigned or otherwise
            encumbered in any manner except as set forth in the terms of such
            award dated ________________, 20___.

      (d) In order to enforce the restrictions, terms and conditions that may be
applicable to an individual's Shares of Restricted Stock, the Committee may
require the individual, upon the receipt of a certificate or certificates
representing such Shares, or at any time thereafter, to deposit such certificate
or certificates, together with stock powers and other instruments of transfer,
appropriately endorsed in blank, with the Company or an escrow agent designated
by the Company under an escrow agreement in such form as shall be determined by
the Committee.

      (e) After the satisfaction of the terms and conditions set by the
Committee at the time of an award of Restricted Stock to an individual, if the
original certificate was legended, a new certificate, without the legend set
forth above, for the number of Shares that are no longer subject to such
restrictions, terms and conditions shall be delivered to the individual, either
by delivery of a physical certificate or an electronic transfer to a broker.

      (f) The Committee may cancel all or any portion of any outstanding
restrictions prior to the expiration of such restrictions with respect to any or
all of the Shares of Restricted Stock awarded to an individual hereunder on such
terms as the Committee may deem appropriate.

      (g) Subject to the other provisions of this Section 17, including
paragraph (i) below, and unless otherwise determined by the Committee, if an
individual to whom Restricted Stock has been awarded ceases to be employed by
the Company or an Affiliate, or ceases to be a director of the Company,
whichever may occur later, for any reason prior to the satisfaction of any terms
and conditions of an award, any Restricted Stock remaining subject to
restrictions shall thereupon be forfeited by the individual and transferred to,
and reacquired by, the Company or an Affiliate at no cost to the Company or the
Affiliate. In such event, the individual, or in the event of his death, his
personal representative, shall forthwith deliver to the Secretary of the Company
the certificates for the Shares of Restricted Stock remaining subject to such
restrictions, accompanied by such instruments of transfer, if any, as may
reasonably be required by the Secretary of the Company.

      (h) The Committee may determine that an award of Restricted Stock will be
subject to restriction until one or more performance goals established by the
Committee have been achieved. With respect to such an award, the restrictions
shall lapse and the award shall vest only upon achievement of the attainment of
one or more pre-established, objective performance goals established by the
Committee prior to the earlier to occur of (x) 90 days after the commencement of
the period of service to which the performance goal relates and (y) the lapse of
25% of the period of service (as established in good faith at the time the goal
is established), and in any event while the outcome is substantially uncertain.
A performance goal is objective if a third party having knowledge of the
relevant facts could determine whether the goal is met. Such a performance goal
may be based on one or more business criteria that apply to the individual, one
or more business units of the Company, or the Company as a whole, and may

                                       11
<PAGE>

include one or more of the following: operating income, operating margin,
earnings before interest, taxes, depreciation and amortization (EBITDA), pre-tax
income, net income, net earnings per share, net earnings per share growth,
return on beginning stockholder's equity, return on average net assets, total
shareholder return relative to other companies in Centex Corporation's industry
group, debt/capitalization ratio and customer satisfaction. Unless otherwise
stated, such a performance goal need not be based upon an increase or positive
result under a particular business criterion and could include, for example,
maintaining the status quo or limiting economic losses (measured, in each case,
by reference to specific business criteria). In interpreting Plan provisions
applicable to performance goals, it is the intent of the Plan to conform with
the standards of Section 162(m) of the Code and Treasury Regulation
Section 1.162-27(e)(2)(i), and the Committee in establishing such goals and
interpreting the Plan shall be guided by such provisions. Prior to the payment
of any compensation based on the achievement of performance goals, the Committee
must certify in writing that applicable performance goals and any of the
material terms thereof were, in fact, satisfied. No individual may be granted
Restricted Stock awards subject to performance goals designed to comply with
Section 162(m) of the Code having a value of more than $6,000,000 in any given
one-year period.

      (i) The restrictions set forth in an Agreement relative to Restricted
Stock will terminate immediately if the Participant retires and at the time of
retirement he or she qualifies for Vested Retirement under the Plan.

18.   TAX WITHHOLDING

      The Company shall have the right to take whatever affirmative actions are
required, in the opinion of the Committee, to enable the Company or appropriate
Affiliate to satisfy any applicable payroll tax withholding requirements in
connection with the exercise of Options granted or Restricted Stock awarded
under the Plan. Without limiting the generality of the foregoing provision, the
Company shall have the right to (a) withhold cash from a same-day-sale exercise
of an Option, (b) deduct applicable taxes from any Option or Restricted Stock
award by withholding, at the time of delivery and/or vesting of Shares under the
Plan, an appropriate number of Shares for payment of taxes required by law, (c)
permit its withholding obligations to be satisfied by the transfer to the
Company of Shares theretofore owned by the holder of the Option or recipient of
Restricted Stock with respect to which withholding is required, in which case
such Shares shall be valued based on the Fair Market Value thereof when the tax
withholding is required to be made, or (d) take such other action as may be
necessary in the opinion of the Company to satisfy all applicable tax
withholding obligations.

19.   GENERAL

      (a) The proceeds received by the Company from the sale of Shares pursuant
to Options shall be used for general corporate purposes.

      (b) Nothing contained in the Plan or in any Agreement shall confer upon
any Optionee or recipient of Restricted Stock the right to continue in the
employ of the Company or

                                       12
<PAGE>

any Affiliate or interfere in any way with the rights of the Company or any
Affiliate to terminate such Optionee's or recipient's employment at any time.

      (c) Neither the members of the Board nor any member of the Committee shall
be liable for any act, omission or determination taken or made in good faith
with respect to the Plan or any Option or award of Restricted Stock granted
under it, and the members of the Board and the Committee shall be entitled to
indemnification and reimbursement by the Company 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.

      (d) As partial consideration for the granting of each Option or award of
Restricted Stock hereunder, the Optionee or recipient shall agree with the
Company that he will keep confidential all information and knowledge that he has
relating to the manner and amount of his participation in the Plan; provided,
however, that such information may be disclosed as required by law or given in
confidence to the individual's spouse, tax or financial advisors or to a
financial institution to the extent that such information is necessary to secure
a loan.

      (e) Participation in the Plan shall not preclude an individual from
eligibility in any other stock option plan of the Company or any Affiliate or
any old-age benefit, insurance, pension, profit sharing, retirement, bonus or
other extra compensation plans that the Company or any Affiliate has adopted or
may, at any time, adopt for the benefit of its employees or directors.

      (f) Any payment of cash or any issuance or transfer of Shares to the
Optionee 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 Committee may
require any Optionee or recipient of an award of Restricted Stock, 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.

      (g) Neither the Committee, the Board nor the Company guarantees the Shares
from loss or depreciation.

      (h) All expenses incident to the administration of the Plan, including,
but not limited to, legal and accounting fees, shall be paid by the Company or
its Affiliates.

      (i) Records of the Company and its Affiliates regarding an individual's
period of employment, termination of employment and the reason therefor, leaves
of absence, reemployment, tenure as a Director and other matters shall be
conclusive for all purposes hereunder, unless determined by the Board or
Committee to be incorrect.

      (j) The Company and its Affiliates shall, upon request or as may be
specifically required hereunder, furnish or cause to be furnished all of the
information or documentation that is necessary or required by the Board or
Committee to perform their duties and functions under the Plan.

                                       13
<PAGE>

      (k) The Company assumes no obligation or responsibility to an Optionee or
recipient of Restricted Stock, or to such Optionee's or recipient's personal
representatives, heirs, legatees or distributees, for any act of, or failure to
act on the part of, the Board or Committee.

      (l) Any action required of the Company shall be by resolution of the Board
or by a person authorized to act by resolution of the Board. Any action required
of the Committee shall be by resolution of the Committee or by a person
authorized to act by resolution of the Committee.

      (m) If any provision of the Plan or any Agreement is held to be illegal or
invalid for any reason, the illegality or invalidity shall not affect the
remaining provisions of the Plan or the Agreement, as the case may be, but such
provision shall be fully severable and the Plan or the Agreement, as the case
may be, shall be construed and enforced as if the illegal or invalid provision
had never been included herein or therein.

      (n) Whenever any notice is required or permitted hereunder, such notice
must be in writing and personally delivered or sent by mail. Any notice required
or permitted to be delivered hereunder shall be deemed to be delivered on the
date on which it is personally delivered or, whether actually received or not,
on the third business day after it is deposited in the United States mail,
certified or registered, postage prepaid, addressed to the person who is to
receive it at the address that such person has theretofore specified by written
notice delivered in accordance herewith. The Company, an Optionee or a recipient
of Restricted Stock may change, at any time and from time to time, by written
notice to the other, the address that it, he or she had theretofore specified
for receiving notices. Until changed in accordance herewith, the Company and
each Optionee and recipient of Restricted Stock shall specify as its and his
address for receiving notices the address set forth in the Agreement pertaining
to the shares of Stock to which such notice relates or otherwise provided to the
other in accordance with the Company's policies for maintaining such
information.

      (o) Any person entitled to notice hereunder may waive such notice.

      (p) The Plan shall be binding upon the Optionee or recipient of Restricted
Stock, his heirs, legatees and legal representatives, upon the Company, its
successors and assigns, and upon the Board and Committee and their successors.

      (q) The titles and headings of Sections and paragraphs are included for
convenience of reference only and are not to be considered in construction of
the provisions hereof.

      (r) All questions arising with respect to the provisions of the Plan shall
be determined by application of the laws of the State of Nevada, except to the
extent Nevada law is preempted by federal law. The obligation of the Company to
sell and deliver Shares hereunder is subject to applicable laws and to the
approval of any governmental authority required in connection with the
authorization, issuance, sale or delivery of such Shares.

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<PAGE>

      (s) Words used in the masculine shall apply to the feminine where
applicable, and wherever the context of the Plan dictates, the plural shall be
read as the singular and the singular as the plural.

      (t) Transactions related to the Plan, including but not limited to the
delivery and acceptance of any Agreement and the exercise of any Option, whether
in whole or in part, may be evidenced by either signed documentation or on-line
transactions through the Corporate Stock Benefit Services web site of the
Company's designated broker, UBS PaineWebber Inc., or the successor thereof.

      (u) If any provision of this Plan has the effect of increasing the number
of shares available for Awards hereunder by adding back shares and such
provision constitutes a "formula" under the formula plan rules of the New York
Stock Exchange, Inc. ("NYSE") (including Section 303A.08 of the NYSE's Listed
Company Manual), then the portion of such provision that constitutes a "formula"
shall be operative only until, and shall cease to be effective on, the date that
is 10 years after July 19, 2003 or, if later, the date of the most recent
shareholder approval of the Plan.

                                       15
</TEXT>
</DOCUMENT>
