CENTEX DEVELOPMENT CO LP
EX-10.8 AMENDED AND RESTATED SERP
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<TYPE>EX-10.8
<SEQUENCE>8
<FILENAME>d05408exv10w8.txt
<DESCRIPTION>EX-10.8 AMENDED AND RESTATED SERP
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                                                                    EXHIBIT 10.8

                                                                 1 November 2002


                                      SERP

                               CENTEX CORPORATION
                              AMENDED AND RESTATED
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

PURPOSE

         Under the Internal Revenue Code (the "Code") the federal government
         sets a limit on the amount of annual compensation which may be
         considered in determining, for the account of an eligible participant,
         a company's contribution to a tax-qualified defined contribution plan,
         including the Profit Sharing and Retirement Plan of Centex Corporation
         (the "Plan"), and does not permit certain employees to participate in
         the Plan. The purpose of this non-qualified Supplemental Executive
         Retirement Plan ("SERP") is to establish balances for each participant
         in this SERP in an amount substantially equal to the contribution or
         additional contribution which he or she would have received under the
         Plan had 100% of his or her annual salary been eligible for a profit
         sharing contribution. The first SERP contribution was for the Plan year
         ended March 31, 1995. The Plan year was changed to a calendar year
         basis in 1999.


ELIGIBILITY

         All current participants in the Plan whose employer's contribution,
         other than a 401(k) contribution, is reduced either by the compensation
         limit under Section 401(k)(17) of the Code or in order to satisfy any
         of the non-discrimination tests applicable to the Plan, such as Section
         410(b)(2) of the Code, which is commonly referred to as the "average
         benefits test". Those provisions of the Code which so limit the
         employer's contribution are herein called the "Limitations". New
         employees paid annual compensation in excess of the Limitations
         (including an employee who does not yet qualify for participation in
         the Plan, provided that he or she does subscribe to the Plan when he or
         she becomes eligible to do so), and participants in the Plan who first
         meet the eligibility standards after subscribing to the Plan, may be
         added to this SERP at the sole discretion of either the Chairman and
         Chief Executive Officer or the President and Chief Operating Officer of
         Centex Corporation (the "Company"). In addition, employees (whether
         full time or part time) who are ineligible to participate in the Plan,
         but to whom the Company desires to extend benefits equivalent to those
         available to eligible employees under the Plan, may be added to this
         SERP at the sole discretion of either the Chairman and Chief Executive
         Officer or the President and Chief Operating Officer of the Company.


FUNDING

         This is an unfunded, non-qualified plan. The amounts to be allocated to
         each participant for both contributions and earnings will be reflected
         only as accrued liabilities on the books and



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         records of the Company. The participants will thus be unsecured
         creditors of the Company. From time to time the Company may, in its
         sole and absolute discretion, create and administer separate accounts
         for one or more participants which the Company may fund, from time to
         time, in amounts which are equivalent to the total account of the
         participant.


CONTRIBUTIONS

         The annual SERP accrual for the account of each participant will be
         calculated using the total compensation which, but for the Limitations
         or an employee's ineligibility to participate in the Plan, would be
         eligible for a profit sharing contribution under the Plan ("Total
         Compensation") less the amount, if any, which has been considered for
         the Plan contribution. The difference between Total Compensation and
         the amount, if any, considered in the Plan is herein called "Excess
         Salary".

         The accrual contribution to be allocated to the account of a
         participant in the SERP will be the product of his or her Excess Salary
         times the percent of salary used by his or her employer in calculating
         the Plan contribution. Should the Plan formula be changed in future
         years such that the contribution is not calculated exclusively as a
         percentage of compensation, then the percentage to be used for the SERP
         shall represent the percentage derived by dividing the total profit
         sharing contribution for the applicable employer by the sum of all of
         Total Compensation for all of that employer's Plan participants.


EARNINGS

         Each participant may designate how his or her SERP account balance is
         to be invested by the Company and will have a "phantom" account whose
         results will match the result of the investments made by the Company.
         Each participant may so designate how his or her SERP balance is to be
         invested by the Company by selecting among the various investment
         options available to him or her as a participant in the Plan. If a
         participant does not notify Fidelity, the offeror of such various
         investment options, as to which investment options he or she selects,
         then such account balance will be invested in the Fidelity Freedom 2000
         Fund, which is heavily invested in fixed income securities, or its
         successor.

PAYOUT

         Upon termination of employment, including retirement from the Company
         and all its subsidiaries and affiliates (including Centex Construction
         Products, Inc. and its subsidiaries) the Company will become obligated
         to pay to an employee the entire vested balance in his or her account
         in the SERP. Payout will be made on the same basis as payout to the
         employee under the Plan, subject to the following:

         1.       The Company may, in its sole and absolute discretion, pay out
                  the entire SERP balance to such participant, regardless of
                  whether or not such participant has elected



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                  to maintain his or her balance in the Plan, at any time upon
                  90 days prior written notice.

         2.       If the balance of the SERP account at the time of termination
                  of employment is less than $5,000, then within thirty (30)
                  days following termination of employment the vested portion of
                  his or her account balance will be disbursed to such
                  participant, and thereafter he or she will have no further
                  interest in the SERP.

         3.       Following termination of employment for any reason, if the
                  participant is entitled to and, with the consent of the
                  Company, does leave his or her SERP account balance in place,
                  then the account will be credited with earnings at the same
                  rate as active participants, depending upon the investment
                  selections made by the participant.

         4.       Vesting of SERP balances will be identical to vesting of
                  employer contributions to the Plan. Thus, if a terminated
                  employee is only 60% vested in the Plan, the vesting in the
                  SERP balance and accumulated earnings will also be 60%. No
                  participant will be entitled to borrow or withdraw early any
                  part of his or her vested balance.


MODIFICATION, SUSPENSION OR TERMINATION OF SERP

         The Company may at any time amend, suspend or terminate the SERP.
         However, the amount accrued in the account of a participant in the SERP
         will not be reduced. If the SERP is suspended or terminated, the amount
         accrued in each account but not paid to the participant will continue
         to accrue interest at a rate equal to 80% of the prime rate charged
         from time to time by Bank of America until payout of such sum to the
         participant.



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