CENTEX CORP
AMENDED/RESTATED EXECUTIVE DEFERRED COMPENSATION
<DOCUMENT>
<TYPE>EX-10.9
<SEQUENCE>14
<FILENAME>d15607exv10w9.txt
<DESCRIPTION>AMENDED/RESTATED EXECUTIVE DEFERRED COMPENSATION
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.9

                               CENTEX CORPORATION

                      EXECUTIVE DEFERRED COMPENSATION PLAN

                       EFFECTIVE AS OF APRIL 1, 2003, AND

                            LAST AMENDED MAY 13, 2004

<PAGE>

                               CENTEX CORPORATION
                      EXECUTIVE DEFERRED COMPENSATION PLAN

                          EFFECTIVE AS OF APRIL 1, 2003

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
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<S>                                                                                                      <C>
ARTICLE I.   NATURE OF PLAN..........................................................................      1

ARTICLE II.  DEFINITIONS AND CONSTRUCTION............................................................      2
      2.1    Definitions.............................................................................      2
      2.2    Word Usage..............................................................................      5

ARTICLE III. ELIGIBILITY TO PARTICIPATE..............................................................      6
      3.1    Date of Participation...................................................................      6
      3.2    Change in Employment Status.............................................................      6

ARTICLE IV.  DEFERRED CASH COMPENSATION AWARDS.......................................................      7
      4.1    Award from Company......................................................................      7
      4.2    Agreement...............................................................................      7
      4.3    Crediting of Amounts....................................................................      7
      4.4    Interest................................................................................      7
      4.5    Vesting.................................................................................      7
      4.6    Distribution............................................................................      7
      4.7    Forfeiture..............................................................................      7
      4.8    Death, Disability or Vested Retirement..................................................      8
      4.9    Change in Control.......................................................................      8
      4.10   Employee Directors......................................................................      8

ARTICLE V.   PARTICIPANT ACCOUNTS....................................................................      9
      5.1    Participant Accounts....................................................................      9
      5.2    Accounting for Distributions............................................................      9

ARTICLE VI.  DISTRIBUTION OF BENEFITS................................................................     10
      6.1    Election for Form of Distribution of Benefits...........................................     10
      6.2    Time of Distribution....................................................................     11
      6.3    Distributions In the Event of the Participant's Death...................................     12
      6.4    Withdrawals in the Event of an Unforeseeable Financial Emergency........................     13
      6.5    Notice to Trustee.......................................................................     13
</TABLE>

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<TABLE>
<S>                                                                                                       <C>
ARTICLE VII. AMENDMENTS AND TERMINATION..............................................................     14
      7.1    Amendment by Company....................................................................     14
      7.2    Plan Termination........................................................................     14

ARTICLE VIII.TRUST...................................................................................     15
      8.1    Establishment of Trust..................................................................     15
      8.2    Funding.................................................................................     15

ARTICLE IX.  PLAN ADMINISTRATION.....................................................................     16
      9.1    Powers and Responsibilities of the Committee............................................     16
      9.2    Claims and Review Procedures............................................................     16

ARTICLE X.   MISCELLANEOUS...........................................................................     18
      10.1   Communication to Participants...........................................................     18
      10.2   Limitation of Rights....................................................................     18
      10.3   Spendthrift Provision...................................................................     18
      10.4   Spousal Claims..........................................................................     18
      10.5   Withholding.............................................................................     18
      10.6   Facility of Payment.....................................................................     18
      10.7   Overpayment and Underpayment of Benefits................................................     18
      10.8   Governing Law...........................................................................     19
</TABLE>

                                      -ii-
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                               CENTEX CORPORATION
                      EXECUTIVE DEFERRED COMPENSATION PLAN

                          EFFECTIVE AS OF APRIL 1, 2003

                                   ARTICLE I.

                                 NATURE OF PLAN

      Centex Corporation (the "Company") establishes the Centex Corporation
Executive Deferred Compensation Plan (the "Plan"), effective as of April 1,
2003, for the benefit of certain of its Eligible Employees. The purpose of the
Plan is to provide non-qualified Deferred Cash Compensation Awards to Eligible
Employees.

      The Plan is intended to be an unfunded deferred compensation plan
maintained for the benefit of a select group of management or highly compensated
employees under sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.

      NOW, THEREFORE, Centex Corporation hereby authorizes the establishment of
the Plan, effective as of April 1, 2003, to read as follows:

                                      -1-
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                                   ARTICLE II.

                          DEFINITIONS AND CONSTRUCTION

      2.1   DEFINITIONS. Wherever used herein, the following terms have the
meanings set forth below, unless a different meaning is clearly required by the
context:

            "ACCOUNT" means an account established on the books of the Employer
for the purpose of recording amounts credited on behalf of a Participant and any
income, expenses, gains or losses included thereon as described in Article V.

            "BENEFICIARY" means the person or persons entitled under Section 6.3
to receive benefits under the Plan upon the death of a Participant.

            "BOARD" means the Board of Directors of the Company.

            "CHANGE IN CONTROL" means, unless otherwise defined by the
independent Compensation Committee of the Board, a change in control of a nature
that would be required to be reported in response to Item 6(e) of Schedule 14A
of Regulation 14A promulgated under the Securities Exchange Act of 1934, as
amended (the "Act"), whether or not the Company is then subject to such
reporting requirement; provided, that, without limitation, such a change in
control shall be deemed to have occurred if:

            (1)   a third person, including a "Group" as defined in Section
      13(d)(3) of the Act, becomes the beneficial owner of Company common stock,
      par value $0.25 per share, having 50% or more of total number of votes
      that may be cast for the election of Directors; or

            (2)   as a result of, or in connection with, a contested election
      for Director, persons who were Directors immediately before such election
      shall cease to constitute a majority of the Board.

            "CODE" means the Internal Revenue Code of 1986, as amended from time
to time.

            "COMMITTEE" means the Compensation Committee of the Board.

            "COMPANY" means Centex Corporation, a Nevada corporation, or any
successor thereto which shall adopt this Plan.

            "DEFERRAL ELECTION FORM" means an election, in the form and subject
to the conditions prescribed by the Committee, pursuant to which a Participant
elects the time and form of distribution of his Account under the Plan.

            "DEFERRED CASH COMPENSATION" means deferred cash compensation
granted to an Eligible Employee as a bonus following the conclusion of a fiscal
year pursuant to Article IV.

                                      -2-
<PAGE>

            "DEFERRED CASH COMPENSATION AWARD" means an award of Deferred Cash
Compensation.

            "DEFERRED COMPENSATION AGREEMENT" means an agreement between the
Company and an Eligible Employee, in the form and subject to the conditions
prescribed by the Committee, pursuant to which an Eligible Employee is granted a
Deferred Cash Compensation Award from the Company, and which specifies:

            (1)   that the Eligible Employee agrees to participate in this Plan
      in accordance with its provisions; and

            (2)   that this Plan is incorporated by reference and the Deferred
      Compensation Agreement shall be subject to this Plan in all respects.

            "DIRECTOR" means an individual who is a member of the Board.

            "DISABILITY" means a disability which entitles a Participant to
benefits under the Employer's long-term disability plan or which would entitle
the Participant to benefits under such plan were the Participant an employee at
the time of such disability.

            "ELIGIBLE EMPLOYEE" means (1) prior to January 1, 2004, an Employee
of the Employer who is a member of the Senior Management Team, and (2) after
December 31, 2003, an Employee who is an officer of the Employer.

            "EMPLOYEE" means any employee of the Employer.

            "EMPLOYEE DIRECTOR" means an individual (1) who is both a member of
the Board and an Employee of the Company at the time of the grant of the
Deferred Cash Compensation Award or (2) who was an Employee whose date of
Retirement is before the Deferred Cash Compensation Award is granted, but who
qualifies for such award in accordance with an incentive compensation plan of
the Company.

            "EMPLOYER" means the Company and any Related Employer.

            "ERISA" means the Employee Retirement Income Security Act of 1974,
as from time to time amended.

            "FORM OF DISTRIBUTION" means one of the distribution options set
forth in Section 6.1(b).

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

            "MAXIMUM DEFERRAL DATE" means December 31st of the 7th year after
the year in which a Deferred Cash Compensation Award is granted to a
Participant.

                                      -3-
<PAGE>

            "PARTICIPANT" means any Eligible Employee who participates in the
Plan in accordance with Article III and Article IV.

            "PLAN" means the Centex Corporation Executive Deferred Compensation
Plan, as set forth herein and as may be amended from time to time.

            "PLAN YEAR" means the 12-consecutive month period beginning January
1 and ending December 31.

            "RELATED EMPLOYER" means any employer other than the Company named
herein, if the Company and such other employer are members of a controlled group
of corporations (as defined in Section 414(b) of the Code) or an affiliated
service group (as defined in Section 414(m)), or are trades or businesses
(whether or not incorporated) which are under common control (as defined in
Section 414(c)), or such other employer is required to be aggregated with the
Company pursuant to regulations issued under Code Section 414(o). Related
Employer shall also include any joint venture in which the Company or a
subsidiary of the Company is a partner, if the Company or a subsidiary of the
Company manages such joint venture, and any Affiliated Business Arrangement. For
purposes of this definition of Related Employer, an "Affiliated Business
Arrangement" means any entity in which either CTX Mortgage Ventures Corporation,
a Nevada corporation, CTX Mortgage Ventures, LLC, a Delaware limited liability
company, or a subsidiary of the Company owns an interest and in which a
non-Company owned entity also owns an interest, and may take the form of a
limited partnership, a limited liability limited partnership, a limited
liability company or such other ownership and management structure as CTX
Mortgage Ventures Corporation, CTX Mortgage Ventures, LLC, or a subsidiary of
the Company, as applicable, may deem appropriate. In addition, predecessors to
the Company and its subsidiaries are Related Employers.

            "RETIREMENT" means the Participant's voluntary termination of
employment from the Employer and, where the context indicates, will include
Vested Retirement.

            "SENIOR MANAGEMENT TEAM" means Messrs. Leldon E. Echols, Timothy R.
Eller, Laurence E. Hirsch, Raymond G. Smerge, and Robert S. Stewart.

            "TRUST" means a trust fund established, if any, pursuant to the
Article VIII hereof.

            "TRUSTEE" means the corporation or individuals named in the
agreement establishing a Trust and such successor and/or additional trustees as
may be named in accordance with a trust agreement, if one is established.

            "UNFORESEEABLE FINANCIAL EMERGENCY" means an unanticipated emergency
that is caused by an event beyond the control of the Participant that would
result in severe financial hardship to the Participant resulting from (i) sudden
and unexpected illness or accident of the Participant, the Participant's spouse,
or a dependent of the Participant, (ii) a loss of the Participant's property due
to casualty, or (iii) such other extraordinary and unforeseeable

                                      -4-
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circumstances arising as a result of events beyond the control of the
Participant, all as determined in the sole discretion of the Committee.

            "VESTED RETIREMENT" means the voluntary termination by a Participant
who is a Full Time Employee of all employment from the Employer at any time
after the Participant is age 55 or older, has at least 10 Years of Service and
the sum of age and Years of Service equals 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.

            "WEIGHTED AVERAGE COST OF FUNDS" means the Company's weighted
average borrowing cost as determined quarterly by the Company's Treasurer.

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

      2.2   WORD USAGE. 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. The words
"herein," "hereof," "hereinafter" and other conjunctive uses of the word "here"
shall be construed as reference to another portion of this Plan document. The
terms "Section" or "Article" when used as a cross-reference shall refer to other
Sections or Articles contained in the Plan and not to another instrument,
document or publication unless specifically stated otherwise.

                                      -5-
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                                  ARTICLE III.

                           ELIGIBILITY TO PARTICIPATE

      3.1   DATE OF PARTICIPATION. An Eligible Employee shall become a
Participant in the Plan as of the date he is granted a Deferred Cash
Compensation Award, pursuant to Section 4.1, subject to his timely execution of
a Deferred Compensation Agreement.

      3.2   CHANGE IN EMPLOYMENT STATUS. If any Participant continues in the
employ of the Employer or Related Employer but ceases to be an Eligible
Employee, the individual shall continue to be a Participant while he remains
employed and the Deferred Cash Compensation Award will continue to vest and be
paid in accordance with its terms; provided, however, the individual shall not
be eligible for new grants of Deferred Cash Compensation Awards on and after the
date he is no longer an Eligible Employee.

                                      -6-
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                                   ARTICLE IV.

                        DEFERRED CASH COMPENSATION AWARDS

      4.1   AWARD FROM COMPANY. From time to time while the Plan is in effect,
the Committee may in its absolute discretion select from among Eligible
Employees such one or more of them as in the opinion of the Committee should
receive a Deferred Cash Compensation Award from the Company. The Committee will
also, in its absolute discretion, determine the amount of the Deferred Cash
Compensation Award for each Eligible Employee so selected.

      4.2   AGREEMENT. Each Deferred Cash Compensation Award under the Plan
shall be evidenced by, and subject to, a timely executed Deferred Compensation
Agreement setting forth the terms and conditions of the award.

      4.3   CREDITING OF AMOUNTS. An Employer shall credit a Participant's
Account with the amount of Deferred Cash Compensation that has been awarded to
the Participant in accordance with Section 4.1. Such amount shall be credited to
a Participant's Account on the date specified under the applicable Deferred
Compensation Agreement.

      4.4   INTEREST. A Participant's Account shall accrue interest until paid
to the Participant, and shall be credited with interest at the Weighted Average
Cost of Funds on the last business day of each calendar quarter or as otherwise
provided in the applicable Deferred Compensation Agreement. The foregoing
notwithstanding, unless otherwise provided in the applicable Deferred
Compensation Agreement, if all or a portion of a Participant's Account is
distributed on a date other than the last business day of a calendar quarter,
then, with respect to such distributed amount, his Account will be credited with
prorated interest based on a fraction, the numerator of which shall be the
number of days in the quarter of distribution prior to the distribution date and
the denominator of which shall be the total number of days in the quarter of
distribution, at the Weighted Average Cost of Funds for the last business day of
the calendar quarter immediately preceding the calendar quarter of such
Participant's distribution.

      4.5   VESTING. A Participant's Deferred Cash Compensation Award shall vest
in accordance with a schedule established by the Committee, in its sole and
absolute discretion, and as described in the applicable Deferred Compensation
Agreement. The schedules established by the Committee for each Deferred Cash
Compensation Award may differ among Participants.

      4.6   DISTRIBUTION. The distribution of any vested portion of a Deferred
Cash Compensation Award shall be as provided in the applicable Deferred
Compensation Agreement, subject to the provisions of Article VI below.

      4.7   FORFEITURE. Subject to Sections 4.8, 4.9 and 4.10 below and except
as otherwise provided in a Deferred Compensation Agreement or as otherwise
determined by the Committee, any unvested portion of an Account attributable to
a Deferred Cash Compensation Award shall be immediately forfeited automatically
upon termination of employment of the Participant for any reason other than
death, Disability or Vested Retirement.

                                      -7-
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      4.8   DEATH, DISABILITY OR VESTED RETIREMENT. Notwithstanding Section 4.5
to the contrary, unless (i) otherwise expressly provided in the applicable
Deferred Compensation Agreement or (ii) previously forfeited under Section 4.7,
in the event of the Participant's death, Disability or Vested Retirement, each
Deferred Cash Compensation Award granted to such Participant shall become
immediately vested in its entirety.

      4.9   CHANGE IN CONTROL. In the event of a Change in Control during a
Participant's employment with the Employer, each Deferred Cash Compensation
Award granted under this Plan to the Participant shall become immediately vested
and payable and shall be paid in a lump sum in cash (regardless of the otherwise
applicable distribution and vesting provided for under the Deferred Compensation
Agreement or the terms of the Deferred Cash Compensation Award) unless otherwise
expressly provided in such Deferred Compensation Agreement or Deferred Cash
Compensation Award.

      4.10  EMPLOYEE DIRECTORS. An Employee Director's entire Deferred Cash
Compensation Award will vest in full on the date the Employee Director ceases to
be both a Director and an Employee.

                                      -8-
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                                   ARTICLE V.

                              PARTICIPANT ACCOUNTS

      5.1   PARTICIPANT ACCOUNTS. The Company will establish and maintain an
Account for each Participant to which shall be credited all Employer
contributions and any earnings attributable to the Participant's Account. The
Committee will establish and maintain such other accounts and records as it
decides in its discretion to be reasonably required or appropriate in order to
discharge its duties under the Plan. Participants will be furnished statements
of their Account values at least once each Plan Year.

      5.2   ACCOUNTING FOR DISTRIBUTIONS. As of any date of a distribution to a
Participant or a Beneficiary hereunder, the distribution to the Participant or
to the Participant's Beneficiary(ies) shall be charged to the Participant's
Account.

                                      -9-
<PAGE>

                                   ARTICLE VI.

                            DISTRIBUTION OF BENEFITS

      6.1   ELECTION FOR FORM OF DISTRIBUTION OF BENEFITS.

            (a)   A Participant shall elect the Form of Distribution to be made
      from the Participant's Account when such Participant first enters into a
      Deferred Compensation Agreement and at such other designated times as
      provided in Section 6.2(b).

            (b)   Participants may elect to receive distribution of their
      Account with respect to the amounts scheduled to vest in the following
      year from among the following Forms of Distribution, subject to Section
      6.2 of the Plan:

                  (1)   For a distribution following death, Disability, or
      Retirement prior to the Maximum Deferral Date:

                        (A)   a lump sum in cash; or

                        (B)   a series of substantially equal quarterly,
                  semi-annual or annual installments in cash over a period
                  certain which does not exceed the Maximum Deferral Date; or

                        (C)   two installments in cash in amounts (stated as
                  percentages of the Account that total 100%) payable as of the
                  dates elected by the Participant which do not exceed the
                  Maximum Deferral Date.

                  (2)   For a distribution during employment prior to the
            Maximum Deferral Date:

                        (A)   a lump sum in cash of all or a portion of the
                  Participant's Account payable as of the date(s) elected by the
                  Participant which do not exceed the Maximum Deferral Date; or

                        (B)   two installments in cash in amounts (stated as
                  percentages of the Account that total 100%) payable as of the
                  dates elected by the Participant which do not exceed the
                  Maximum Deferral Date.

            (c)   Notwithstanding anything herein to the contrary, if a
      Participant has not elected a Form of Distribution at the time the
      Participant terminates employment or, if earlier, the Maximum Deferral
      Date(s), then his vested Account shall be distributed in a lump sum in
      cash on or about the earlier of his termination date or, if applicable,
      the Maximum Deferral Date(s).

                                      -10-
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      6.2   TIME OF DISTRIBUTION.

            (a)   A Participant may elect to receive a distribution as follows:

                  (1)   If the Participant elects a lump sum distribution, he
            can elect that the distribution be made:

                        (A)   within 30 days following his death, Disability, or
                  Retirement; or

                        (B)   in January of the year following death, Disability
                  or Retirement;

            provided, however, that if the Maximum Deferral Date for the amount
            to be distributed occurs prior to the Participant's death,
            Disability or Retirement, then such lump sum distribution shall be
            made on (or as soon as administratively practicable after) the
            Maximum Deferral Date.

                  (2)   If the Participant elects a distribution in quarterly,
            semi-annual or annual installments, the distribution will commence
            in January of the year following death, Disability, or Retirement;
            provided, however, that if the Maximum Deferral Date for the amount
            to be distributed occurs prior to the Participant's death,
            Disability or Retirement, then such amount shall be distributed in
            lump sum on (or as soon as administratively practicable after) the
            Maximum Deferral Date.

                  (3)   If the Participant elects a lump sum distribution during
            employment, he can elect that the distribution be made after a set
            number of years not to exceed the Maximum Deferral Date for the
            amount to be distributed, provided, however, that if the Participant
            terminates employment prior to such date, then the Plan's provisions
            with respect to distribution following death, Disability, or
            Retirement, or the general provisions of this Section, shall control
            the distribution of his Account.

      An election pursuant to this Section shall be made by the Participant when
      the Participant first enters into a Deferred Compensation Agreement
      pursuant to a Deferral Election Form and at other such times as permitted
      by the Committee on subsequent Deferral Election Forms.

            (b)   An election of timing of distribution for a prior Plan Year
      award may be revoked and a new election substituted therefor during any
      subsequent Plan Year; provided, however, that such new election (i) shall
      only be effective with respect to distributions during a Plan Year
      subsequent to the Plan Year during which the new election is made and (ii)
      the new distribution date shall not exceed the applicable Maximum Deferral
      Date with respect to the amounts to be distributed.

                                      -11-
<PAGE>

            (c)   Notwithstanding a Participant's election regarding timing of a
      distribution, in the event that a Participant terminates employment other
      than due to death, Disability, or Retirement and such termination date is
      prior to the Maximum Deferral Date for the amounts to be distributed, then
      the Participant's vested Account shall be distributed in a lump sum as
      soon as administratively practicable after such date; provided, however,
      that the Committee may, in its sole and absolute discretion, choose to
      continue the deferral until the Participant's Account would otherwise be
      payable for a period not to exceed the earlier of (i) the end of the
      following Plan Year or (B) the applicable Maximum Deferral Date for the
      amounts to be distributed, subject to the right of the Committee to revoke
      the deferral at any time and cause a distribution to occur.

            (d)   Notwithstanding the foregoing or any other provision of the
      Plan to the contrary, in no event will distribution of a Participant's
      vested Account balance be deferred later than the date specified by the
      Participant in his election to defer his Deferred Cash Compensation Award
      or, if earlier, the applicable Maximum Deferral Date with respect to each
      Deferred Cash Compensation Award, subject to Section 6.2(c).

      6.3   DISTRIBUTIONS IN THE EVENT OF THE PARTICIPANT'S DEATH. If a
Participant dies before the distribution of his Account has commenced, or before
such distribution has been completed, his designated Beneficiary or
Beneficiaries will be entitled to receive, to the extent vested, the balance or
remaining balance of his Account, plus any amounts thereafter credited to his
Account, in a lump sum as soon as administratively practicable after the
Participant's date of death and satisfaction of this Section 6.3.

            If a Participant is married, his Beneficiary is his spouse at the
time of his death. A Participant may designate a Beneficiary or Beneficiaries
other than his spouse, provided that the Participant's spouse either consents to
such designation or the Participant establishes to the satisfaction of the
Committee that the spouse's consent cannot be obtained because the spouse cannot
be located. Spousal consent must be in writing, must acknowledge the effect of
the designation, and must be witnessed by a Plan representative or a notary
public. Any consent by a spouse (or the establishment that a spouse cannot be
located) shall be valid only with respect to that spouse. The designation of a
nonspousal Beneficiary or a change in any prior designation of Beneficiary or
Beneficiaries shall be made by giving notice to the Committee on a form
designated by the Committee.

            If a Participant is not married, he may designate a Beneficiary or
Beneficiaries or change any prior designation of Beneficiary or Beneficiaries by
giving notice to the Committee on a form designated by the Committee.

            If more than one person is designated as the Beneficiary, their
respective interests shall be as indicated on the designation form.
Distributions shall be made in lump sum payments in cash as soon as
administratively practicable following the Committee's receipt of notice of the
Participant's death.

                                      -12-
<PAGE>

            A copy of the death notice or other sufficient documentation must be
filed with and approved by the Committee. If upon the death of the Participant
there is, in the opinion of the Committee, no designated Beneficiary for part or
all of the Participant's vested Account, such amount will be paid to his
surviving spouse or, if none, to his estate (such spouse or estate shall be
deemed to be the Beneficiary for purposes of the Plan). If a Beneficiary dies
after benefits to such Beneficiary have commenced, but before they have been
completed, and, in the opinion of the Committee, no person has been designated
to receive such remaining benefits, then such benefits shall be paid to the
deceased Beneficiary's estate.

      6.4   WITHDRAWALS IN THE EVENT OF AN UNFORESEEABLE FINANCIAL EMERGENCY. If
the Participant experiences an Unforeseeable Financial Emergency, the
Participant may petition the Committee, in the manner and form specified by the
Committee, to receive a partial or full distribution of his vested Account. A
payout under this section shall not exceed the lesser of the vested balance in
the Participant's Account or the amount reasonably needed to satisfy the
Unforeseeable Financial Emergency. Approval of such a request shall be made by
the Committee in its sole discretion.

      6.5   NOTICE TO TRUSTEE. The Committee will notify the Trustee, if
applicable, in writing whenever any Participant or Beneficiary is entitled to
receive benefits under the Plan. The Committee's notice shall indicate the form,
amount and frequency of benefits that such Participant or Beneficiary shall
receive.

                                      -13-
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                                  ARTICLE VII.

                           AMENDMENTS AND TERMINATION

      7.1   AMENDMENT BY COMPANY. The Company, by action of the Committee,
reserves the authority to amend the Plan at any time and in any manner, except
that no amendment shall apply retroactively to alter the rights of Participants
(or, following the Participants' death, their Beneficiaries) with respect to
past deferrals, nor shall any such amendment divest any Participant (or,
following the Participant's death, his Beneficiaries) of any deferral made prior
to the amendment. Amendments may be made as necessary or appropriate to enable
the Plan to satisfy the applicable requirements of the Code or ERISA or to
conform the Plan to any change in federal law or to any regulations or ruling
thereunder.

      7.2   PLAN TERMINATION. The Company has adopted the Plan with the
intention and expectation that the Plan will be continued indefinitely. However,
the Company has no obligation or liability whatsoever to maintain the Plan for
any length of time and may discontinue contributions under the Plan or, by
action of the Committee, terminate the Plan at any time. In the event of such
discontinuance, Accounts of Participants maintained under the Plan at the time
of termination shall continue to be governed by the terms of the Plan until paid
out in accordance with the terms of the Plan; provided, however, that the
Company reserves the right to distribute to each Participant the total amount
deferred, including accrued interest, of the Participant's Account at any time
or times.

                                      -14-
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                                  ARTICLE VIII.

                                      TRUST

      8.1   ESTABLISHMENT OF TRUST. Benefits hereunder shall constitute an
unfunded, general obligation of the Company. The Company may, but shall not be
required to, establish a Trust between the Company and the Trustee, in
accordance with the terms and conditions as set forth in a separate agreement,
under which assets are held, administered and managed, subject to the claims of
the Company's creditors in the event of the Company's insolvency, until paid to
Participants and their Beneficiaries as specified in the Plan. Any such Trust
shall be treated as a grantor trust under the Code, and the establishment of any
such Trust is not intended to cause Participants to realize current income on
amounts contributed thereto. If a Trust is established under this Section 8.1,
then benefits may be paid by the Company or from the Trust.

      8.2   FUNDING. Notwithstanding the ability or obligation, as applicable,
of the Company to establish a Trust under this Article VIII, or to take other
action to create reserves or funds, benefits under this Plan shall constitute an
unfunded and unsecured promise to pay benefits. A Participant and his
Beneficiary(ies) shall be general creditors of the Company with respect to the
payment of any benefit under this Plan.

                                      -15-
<PAGE>

                                  ARTICLE IX.

                               PLAN ADMINISTRATION

      9.1   POWERS AND RESPONSIBILITIES OF THE COMMITTEE. The Committee has the
full power and discretion and the full responsibility to interpret the Plan and
to administer the Plan in all of its details, subject, however, to the
applicable requirements of ERISA. The Committee's powers and responsibilities
include, but are not limited to, the following:

            (a)   To make and enforce such rules and regulations as it deems
      necessary or proper for the efficient administration of the Plan;

            (b)   To interpret the Plan, its interpretation thereof in good
      faith and discretion to be final and conclusive on all persons claiming
      benefits under the Plan;

            (c)   To decide all questions concerning the Plan and the
      eligibility of any person to participate in the Plan;

            (d)   To administer the claims and review procedures specified in
      Section 9.2;

            (e)   To compute the amount of benefits which will be payable to any
      Participant, former Participant or Beneficiary in accordance with the
      provisions of the Plan;

            (f)   To determine the person or persons to whom such benefits will
      be paid;

            (g)   To authorize the payment of benefits;

            (h)   To comply with the reporting and disclosure requirements of
      Part 1 of Subtitle B of Title I of ERISA;

            (i)   To designate such persons (which may include Employees of the
      Company), counsel, accountants, and consultants as may be required to
      assist in administering the Plan; and

            (j)   To allocate and delegate its responsibilities, including the
      formation of any other committees as appropriate to the administration of
      the Plan.

      9.2   CLAIMS AND REVIEW PROCEDURES.

            (a)   If any person believes he is entitled to any rights or
      benefits under the Plan, such person may file a claim in writing with the
      Committee, which shall be in appropriate detail to convey a clear
      understanding of such claim. If any such claim is wholly or partially
      denied, the Committee will notify such person of its decision in writing.
      Such notification will contain (i) specific reasons for the denial, (ii)
      specific reference to pertinent Plan provisions, (iii) a description of
      any additional material or

                                      -16-
<PAGE>

      information necessary for such person to perfect such claim and an
      explanation of why such material or information is necessary, and (iv)
      information as to the steps to be taken if the person wishes to submit a
      request for review, the time limits applicable to such procedures, and a
      statement of the person's rights following an adverse benefit
      determination on review, including a statement of his right to file a
      lawsuit under ERISA if the claim is denied on appeal. Such notification
      will be given within 90 days after the claim is received by the Committee
      (or within 180 days, if special circumstances require an extension of time
      for processing the claim, and if written notice of such extension and
      circumstances is given to such person within the initial 90-day period).
      If such notification is not given within such period, the claim will be
      considered denied as of the last day of such period and such person may
      request a review of his claim.

            (b)   Within 60 days after the date on which a person receives a
      notice of denial (or within 60 days after the date on which such denial is
      considered to have occurred), such person (or his duly authorized
      representative) may (i) file a written request with the Committee for a
      review of his denied claim; (ii) review pertinent documents; and (iii)
      submit issues and comments in writing. The decision on review will be made
      within 60 days after the request for review is received by the Committee
      (or within 120 days, if special circumstances require an extension of time
      for processing the request, such as an election by the Committee to hold a
      hearing, and if written notice of such extension and circumstances is
      given to such person within the initial 60-day period). The decision on
      review shall be in written or electronic form, and include notice of the
      final determination. If the claim is denied in whole or part, such notice,
      which shall be in a manner calculated to be understood by the person
      receiving such notice, shall include (i) the specific reasons for the
      decision, (ii) the specific references to the pertinent plan provisions on
      which the decision is based, (iii) a statement that the person 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, (iv) a description of any voluntary appeal procedures
      offered by the Plan and the person's right to obtain further information
      about any such procedures, and (v) a statement of the person's right to
      file a lawsuit under ERISA. If the decision on review is not made within
      such period, the claim will be considered denied.

            Benefits under this Plan will only be paid if the Committee decides,
in its discretion, that a person is entitled to them. Moreover, no action at law
or in equity shall be brought to recover benefits under this Plan prior to the
date the claimant has exhausted the administrative process of appeal available
under the Plan.

                                      -17-
<PAGE>

                                   ARTICLE X.

                                  MISCELLANEOUS

      10.1  COMMUNICATION TO PARTICIPANTS. The Committee shall communicate the
terms of the Plan as soon as practicable after an Eligible Employee is
designated as a Participant.

      10.2  LIMITATION OF RIGHTS. Neither the establishment of the Plan and, if
applicable, the Trust, nor any amendment thereof, nor the creation of any fund
or account, nor the payment of any benefits, will be construed as giving to any
Participant or other person any legal or equitable right against the Company, an
Employer, the Committee (or its delegates) or Trustee, except as provided
herein. The Plan is not an employment contract, and in no event will the terms
of employment or service of any Participant be modified or in any way affected
hereby.

      10.3  SPENDTHRIFT PROVISION. Except as otherwise provided in Section 10.4,
the benefits provided hereunder will not be subject to alienation, assignment,
garnishment, attachment, execution or levy of any kind, either voluntarily or
involuntarily, and any attempt to cause such benefits to be so subjected will
not be recognized, except to such extent as may be required by law.

      10.4  SPOUSAL CLAIMS. Any claim against benefits under this Plan for child
support, spousal maintenance, alimony, property division or other matrimonial or
dependent obligations shall be paid in a single lump sum payment in cash as soon
as administratively practicable after the Committee (or its delegate) approves
such payment. Except as provided herein, such a claim under this Plan shall be
subject to the Plan's claims procedures, provisions and restrictions.

      10.5  WITHHOLDING. Any taxes required to be withheld from distributions
hereunder shall be deducted and withheld by the Employer, benefit provider or
funding agent.

      10.6  FACILITY OF PAYMENT. In the event the Committee determines, on the
basis of medical reports or other evidence satisfactory to the Committee, that
the recipient of any benefit payments under the Plan is incapable of handling
his affairs by reason of minority, illness, infirmity or other incapacity, the
Committee may, but is not obligated to, provide for disbursement of such
payments to such person's spouse or to any person or institution designated by a
court which has jurisdiction over such recipient or a person or institution
otherwise having the legal authority under applicable state law for the care and
control of such recipient. The receipt by any such person or institution of any
such payments therefor, and any such payment to the extent thereof, shall
discharge the liability of the Plan for the payment of benefits hereunder to
such recipient.

      10.7  OVERPAYMENT AND UNDERPAYMENT OF BENEFITS. The Committee may adopt,
in its sole discretion, whatever rules, procedures and accounting practices are
appropriate in providing for the collection of any overpayment of benefits. If
an overpayment is made to a Participant, spouse, other Beneficiary or alternate
payee, for whatever reason, the Committee may, in its sole discretion, withhold
payment of any further benefits under the Plan until the

                                      -18-
<PAGE>

overpayment has been collected or may require repayment of benefits paid under
this Plan, without regard to further benefits to which the person may be
entitled and, to the extent deemed necessary by the Committee, in its sole
discretion, the Committee may seek repayment of such overpaid amounts through
any and all available legal actions, including, but not limited to, filing suit
in a court with appropriate jurisdiction. If a Participant, spouse, alternate
payee, or other Beneficiary receives an underpayment of benefits, the Committee
shall direct that immediate payment be made to make up for the underpayment.

      10.8  GOVERNING LAW. The Plan will be construed, administered and enforced
according to ERISA, and to the extent not preempted thereby, the laws of the
State of Texas.

                                      -19-
<PAGE>

            IN WITNESS WHEREOF, Centex Corporation has executed these presents
as evidenced by the signature of its officer affixed hereto, in a number of
copies, all of which shall constitute but one and the same instrument, which may
be sufficiently evidenced by any executed copy hereof, this ______ day of
_____________________, _______.

                                     CENTEX CORPORATION

                                     By:________________________________________

                                     Its:_______________________________________

                                      -20-

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