TEXAS INDUSTRIES INC
EXHIBIT 10.7
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>8
<FILENAME>ti5519ex107.txt
<DESCRIPTION>EXHIBIT 10.7
<TEXT>
                                                                    Exhibit 10.7

                                 AMENDMENT NO. 1
                                       TO
                      SAR AGREEMENT FOR EMPLOYEE DIRECTORS
                                      UNDER
         TEXAS INDUSTRIES, INC. 2003 SHARE APPRECIATION RIGHTS AGREEMENT

                  This Amendment dated _________, 2006 amends the SAR Agreement
For Employee Directors Under Texas Industries, Inc. 2003 Share Appreciation
Rights Plan to which the Grantee set forth below is a party. Such SAR Agreement
is referred to as the "SAR Agreement".

                                    ARTICLE I

                                   Definitions
                                   -----------

         Each capitalized term that is used but not defined in this Amendment
shall have the meaning prescribed in the Plan or the SAR Agreement.

                                   ARTICLE II

                                    Amendment
                                    ---------

         A new Article VII is added to the SAR Agreement as follows:

(a)      If a Change of Control (as defined below) occurs, this SAR shall become
         immediately fully exercisable, notwithstanding the specific terms of
         this Agreement.

(b)      "Change of Control" shall mean the occurrence of any of the following
         after the Effective Date:

         (i)      Any person becomes the beneficial owner of securities of the
                  Company representing more than 50% of the combined voting
                  power of the Company's then outstanding securities that have
                  the right to vote for the election of directors generally.
                  "Person" shall have the meaning ascribed to such term in
                  Section 3(a)(9) of the Securities Exchange Act of 1934, as
                  amended, and used in Sections 13(d)(3) and 14(d)(2) thereof,
                  including a "group" as defined in Section 13(d) thereof, other
                  than (1) any employee plan established by the Company, (2) the
                  Company or any of its subsidiaries, (3) an underwriter
                  temporarily holding securities pursuant to an offering of such
                  securities, or (4) an entity owned, directly or indirectly, by
                  security holders (including, without limitation, warrant or
                  option holders) of the Company in substantially the same
                  proportions as their ownership of the Company. "Beneficial
                  owner" shall have the meaning ascribed to such term in Rule
                  13d-3 under such act.

<PAGE>

         (ii)     Continuing Directors cease for any reason to constitute a
                  majority of the directors of the Company then serving.
                  "Continuing Directors" means directors of the Company who
                  were:

                  (x)      directors on the Effective Date of this Option, or

                  (y)      elected or nominated for election with the approval
                           of a majority of the directors who, at the time of
                           such election or nomination, were Continuing
                           Directors.

         (iii)    A merger, consolidation or other business combination
                  (including an exchange of securities with the security holders
                  of an entity that is a constituent in such transaction) of the
                  Company with any other entity, unless the voting securities of
                  the Company outstanding immediately prior to such merger,
                  consolidation or business combination continue to represent at
                  least a majority of the combined voting power of the
                  securities having the right to vote for the election of
                  directors generally of the Company or the surviving entity or
                  any parent thereof outstanding immediately after such merger,
                  consolidation or business combination (either by remaining
                  outstanding or by being converted into or exchanged for voting
                  securities of the surviving entity or parent thereof).

         (iv)     The Company (taken as a whole with its subsidiaries) sells,
                  leases or otherwise disposes of all or substantially all of
                  its assets (in one transaction or a series of related
                  transactions, including by means of a sale, lease or
                  disposition of the assets or equity interests in one or more
                  of its direct or indirect subsidiaries), other than such a
                  sale, lease or other disposition to an entity of which at
                  least a majority of the combined voting power of the
                  outstanding securities are owned directly or indirectly by
                  stockholders of the Company.

         (v)      The occurrence of any other event or circumstance that results
                  in the Company filing or being required to file a report or
                  proxy statement with the Securities and Exchange Commission
                  disclosing that a change of control of the Company has
                  occurred.

                                        2
<PAGE>

                                   ARTICLE III

                                   Other Terms
                                   -----------

         All of the terms of the SAR Agreement, as expressly amended by this
Amendment, remain in full force and effect.

         IN WITNESS WHEREOF, TEXAS INDUSTRIES, INC. has caused this Amendment to
be executed as of the date set forth above, and Grantee has accepted the terms
and provisions thereof.

                                           TEXAS INDUSTRIES, INC.


                                           By:
                                               ---------------------------------
                                               Authorized Officer

ACCEPTED:

By:
    ------------------------
    Grantee

                                        3
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