<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>6
<FILENAME>d25749exv10w6.txt
<DESCRIPTION>AMENDED/RESTATED 2003 EQUITY INCENTIVE PLAN
<TEXT>
<PAGE>
 
                                                                    EXHIBIT 10.6
 
                              AMENDED AND RESTATED
                  CENTEX CORPORATION 2003 EQUITY INCENTIVE PLAN
                         (LAST AMENDED ON MAY 12, 2005)
 
1.    PLAN
 
      The Centex Corporation 2003 Equity Incentive Plan (the "Plan") was adopted
by the Corporation to reward certain key Employees of the Corporation and its
Affiliates and Non-employee Directors of the Corporation by providing for
certain cash benefits and by enabling them to acquire shares of Common Stock of
the Corporation.
 
2.    OBJECTIVES
 
      The purpose of this Centex Corporation 2003 Equity Incentive Plan is to
further the interests of the Corporation and its shareholders by providing
incentives in the form of Awards to key Employees and Non-employee Directors who
can contribute materially to the success and profitability of the Corporation
and its Affiliates. Such Awards will recognize and reward outstanding
performances and individual contributions and give Participants in the Plan an
interest in the Corporation parallel to that of the shareholders, thus enhancing
the proprietary and personal interest of such Participants in the Corporation's
continued success and progress. This Plan will also enable the Corporation and
its Affiliates to attract and retain such Employees and Non-employee Directors.
 
3.    DEFINITIONS
 
      As used herein, the terms set forth below shall have the following
respective meanings:
 
      "AFFILIATE" means a Subsidiary or Joint Venture.
 
      "AUTHORIZED OFFICER" means the Chief Executive Officer of the Corporation
(or any other senior officer of the Corporation to whom he or she shall delegate
the authority to execute any Award Agreement, where applicable).
 
      "AWARD" means an Employee Award or a Director Award.
 
      "AWARD AGREEMENT" means a written agreement setting forth the terms,
conditions and limitations applicable to an Award, to the extent the Committee
determines such agreement is necessary.
 
      "BOARD" means the Board of Directors of the Corporation.
 
      "BLACK-SCHOLES VALUE" means the formula given by the option pricing model
of such name used to calculate the theoretical fair value of a stock option at
any given time.
 
      "CHANGE IN CONTROL" unless otherwise defined by the Committee, means 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,
 
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whether or not the Corporation is then subject to such reporting requirement;
provided, that, without limitation, such a change in control shall be deemed to
have occurred if:
 
            (i) a third person, including a "Group" as defined in Section
      13(d)(3) of the Exchange Act, becomes the beneficial owner of Common Stock
      having fifty (50) percent or more of total number of votes that may be
      cast for the election of Directors; or
 
            (ii) as a result of, or in connection with, a contested election for
      Directors, 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 independent Compensation Committee of the Board as
is designated by the BOARD to administer the Plan.
 
      "COMMON STOCK" means Centex Corporation common stock, par value $.25 per
share.
 
      "CORPORATION" means Centex Corporation, a Nevada corporation, or any
successor thereto.
 
      "DIRECTOR" means an individual who is a member of the Board.
 
      "DIRECTOR AWARD" means any Option, Stock Award or Performance Award
granted, whether singly, in combination or in tandem, to a Participant who is a
Non-employee Director pursuant to such applicable terms, conditions and
limitations (including treatment as a Performance Award) as the Committee may
establish in order to fulfill the objectives of the Plan.
 
      "DISABILITY" means a disability that renders the Participant unable to
engage in any occupation in accordance with the terms of the Long Term
Disability Plan of Centex Corporation.
 
      "DIVIDEND EQUIVALENTS" means, with respect to Stock Units or shares of
Restricted Stock that are to be issued at the end of the Restriction Period, an
amount equal to all dividends and other distributions (or the economic
equivalent thereof) that are payable to stockholders of record during the
Restriction Period on a like number of shares of Common Stock.
 
      "EMPLOYEE" means an employee of the Corporation or any of its Affiliates.
 
      "EMPLOYEE AWARD" means any Option, Stock Award, or Performance Award
granted, whether singly, in combination or in tandem, to a Participant who is an
Employee pursuant to such applicable terms, conditions and limitations
(including treatment as a Performance Award) as the Committee may establish in
order to fulfill the objectives of the Plan.
 
      "EMPLOYEE DIRECTOR" means an individual serving as a member of the Board
who is an Employee of the Corporation or any of its Affiliates.
 
      "EMPLOYER" means the Corporation and any Subsidiary or Joint Venture.
 
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      "EQUITY AWARD" means any Option, Stock Award, or Performance Award (other
than a Performance Award denominated in cash) granted to a Participant under the
Plan.
 
      "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.
 
      "FAIR MARKET VALUE" of a share of Common Stock means, as of a particular
date, (i) (A) if Common Stock is listed on a national securities exchange, the
mean between the highest and lowest sales price per share of such Common Stock
on the consolidated transaction reporting system for the principal national
securities exchange on which shares of Common Stock are listed on that date, or,
if there shall have been no such sale so reported on that date, on the next
succeeding date on which such a sale was so reported, or, at the discretion of
the Committee, the price prevailing on the exchange at the time of exercise, (B)
if Common Stock is not so listed but is quoted on the NASDAQ National Market,
the mean between the highest and lowest sales price per share of Common Stock
reported by the NASDAQ National Market on that date, or, if there shall have
been no such sale so reported on that date, on the next succeeding date on which
such a sale was so reported or, at the discretion of the Committee, the price
prevailing on the NASDAQ National Market at the time of exercise, (C) if Common
Stock is not so listed or quoted, the mean between the closing bid and asked
price on that date, or, if there are no quotations available for such date, on
the next succeeding date on which such quotations shall be available, as
reported by the NASDAQ Stock Market, or, if not reported by the NASDAQ Stock
Market, by the National Quotation Bureau Incorporated or (D) if Common Stock is
not publicly traded, the most recent value determined by an independent
appraiser appointed by the Corporation for such purpose, or (ii) if applicable,
the price per share as determined in accordance with the procedures of a third
party administrator retained by the Corporation to administer the Plan.
 
      "FULL TIME EMPLOYEE" means a person actively and regularly engaged in work
at least 40 hours a week.
 
      "GRANT DATE" means the date an Award is granted to a Participant pursuant
to the Plan. The Grant Date for a substituted award is the Grant Date of the
original award.
 
      "GRANT PRICE" means the price at which a Participant may exercise his or
her right to receive cash or Common Stock, as applicable, under the terms of an
Award.
 
      "JOINT VENTURE" means any joint venture, partnership, limited liability
company or other non-corporate entity in which the Corporation has at least 50%
ownership, voting, capital or profit interests (in whatever form).
 
      "NON-EMPLOYEE DIRECTOR" means an individual serving as a member of the
Board who is not an Employee of the Corporation or any of its Affiliates.
 
      "OPTION" means a right to purchase a specified number of shares of Common
Stock at a specified Grant Price, which is not intended to comply with the
requirements set forth in Section 422 of the Code.
 
      "PARTICIPANT" means an Employee or Non-employee Director to whom an Award
has been granted under this Plan.
 
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      "PERFORMANCE AWARD" means an Award made pursuant to this Plan that is
subject to the attainment in the future of one or more Performance Goals.
 
      "PERFORMANCE GOAL" means a standard established by the Committee, to
determine in whole or in part whether a Qualified Performance Award shall be
earned.
 
      "QUALIFIED PERFORMANCE AWARD" means a Performance Award made to a
Participant who is an Employee that is intended to qualify as qualified
performance-based compensation under Section 162(m) of the Code, as described in
Section 8(a)(iii)(B) of the Plan.
 
      "RESTRICTED STOCK" means Common Stock that is restricted or subject to
forfeiture provisions.
 
      "RESTRICTION PERIOD" means a period of time beginning as of the Grant Date
of an Award of Restricted Stock and ending as of the date upon which the Common
Stock subject to such Award is no longer restricted or subject to forfeiture
provisions.
 
      "RETIREMENT" means the Participant's voluntary termination of employment
from the Employer, and where the context indicates, includes Vested Retirement.
 
      "STOCK AWARD" means an Award in the form of shares of Common Stock or
Stock Units, including an award of Restricted Stock.
 
      "STOCK UNIT" means a unit equal to one share of Common Stock (as
determined by the Committee) granted to either an Employee or a Non-employee
Director.
 
      "SUBSIDIARY" means any corporation of which the Corporation directly or
indirectly owns shares representing 50% or more of the combined voting power of
the shares of all classes or series of capital stock of such corporation which
have the right to vote generally on matters submitted to a vote of the
stockholders of such corporation.
 
      "VESTED RETIREMENT" means the voluntary termination of all employment by a
Participant (excluding a Non-employee Director) who is a Full Time Employee 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.
 
      "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 or she was first employed with an Employer,
provided that the Participant continues to be employed by an Employer on such
anniversary date.
 
4.    ELIGIBILITY
 
      (a) Employees. Employees eligible for the grant of Employee Awards under
this Plan are those Employee Directors and Employees who hold positions of
responsibility and whose performance, in the judgment of the Committee, can have
a significant effect on the success of the Corporation and its Affiliates.
 
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      (b) Directors. Members of the Board eligible for the grant of Director
Awards under this Plan are those who are Non-employee Directors.
 
5.    COMMON STOCK AVAILABLE FOR AWARDS
 
      Subject to the provisions of paragraph 15 hereof, no Award shall be
granted if it shall result in the aggregate number of shares of Common Stock
issued under the Plan plus the number of shares of Common Stock covered by or
subject to Awards then outstanding (after giving effect to the grant of the
Award in question) to exceed 6,665,970 shares. No more than 2,221,990 shares of
Common Stock shall be available for Stock Awards, other than Options or
Performance Awards. The number of shares of Common Stock that are the subject of
Awards under this Plan that are forfeited or terminated, expire unexercised, are
settled in cash in lieu of Common Stock or in a manner such that all or some of
the shares covered by an Award are not issued to a Participant or are exchanged
for Awards that do not involve Common Stock, shall again immediately become
available for Awards hereunder. If the Grant Price or other purchase price of
any Option or other Award granted under the Plan is satisfied by tendering
shares of Common Stock to the Corporation by either actual delivery or by
attestation, or by withholding shares of Common Stock, or if the tax withholding
obligation resulting from the settlement of any such Option or other Award is
satisfied by tendering or withholding shares of Common Stock, only the number of
shares of Common Stock issued net of the shares of Common Stock tendered or
withheld shall be deemed delivered for purposes of determining the maximum
number of shares of Common Stock available for delivery under the Plan. Shares
of Common Stock delivered under the Plan in settlement, assumption or
substitution of outstanding awards or obligations to grant future awards under
the plans or arrangements of another entity shall not reduce the maximum number
of shares of Common Stock available for delivery under the Plan, to the extent
that such settlement, assumption or substitution is a result of the Corporation
or an Affiliate acquiring another entity or an interest in another entity. The
Committee may from time to time adopt and observe such procedures concerning the
counting of shares against the Plan maximum as it may deem appropriate. The
Board and the appropriate officers of the Corporation shall from time to time
take whatever actions are necessary to file any required documents with
governmental authorities, stock exchanges and transaction reporting systems to
ensure that shares of Common Stock are available for issuance pursuant to
Awards.
 
6.    ADMINISTRATION
 
      (a) This Plan shall be administered by the Committee except as otherwise
provided herein.
 
      (b) 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 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 Corporation
and in keeping with the objectives of this Plan. The Committee may, in its
discretion, provide for the extension of the exercisability of an Award,
accelerate the vesting or exercisability of an Award, eliminate or make less
restrictive any restrictions applicable to an Award, waive any restriction or
other provision of this Plan (insofar as such provision relates to Awards) or an
Award or
 
                                       5
<PAGE>
 
otherwise amend or modify an Award in any manner that is either (i) not adverse
to the Participant to whom such Award was granted or (ii) consented to by such
Participant. 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, with respect to Awards, 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.
 
      (c) No member of the Committee or officer of the Corporation to whom the
Committee has delegated authority in accordance with the provisions of paragraph
7 of this Plan shall be liable for anything done or omitted to be done by him or
her, by any member of the Committee or by any officer of the Corporation in
connection with the performance of any duties under this Plan, except for his or
her own willful misconduct or as expressly provided by statute.
 
7.    DELEGATION OF AUTHORITY
 
      Following the authorization of a pool of cash or shares of Common Stock to
be available for Awards, the Committee may authorize the Chief Executive Officer
of the Corporation or a committee consisting solely of members of the Board to
grant individual Employee Awards from such pool pursuant to such conditions or
limitations as the Committee may establish. The Committee may also delegate to
the Chief Executive Officer and to other executive officers of the Corporation
its administrative duties under this Plan (excluding its granting authority)
pursuant to such conditions or limitations as the Committee may establish. The
Committee may engage or authorize the engagement of a third party administrator
to carry out administrative functions under the Plan.
 
8.    AWARDS
 
      (a) The Committee shall determine the type or types of Awards to be made
under this Plan and shall designate from time to time the Participants who are
to be the recipients of such Awards. Each Award may, in the discretion of the
Committee, be embodied in an Award Agreement, which shall contain such terms,
conditions and limitations as shall be determined by the Committee in its sole
discretion and, if required by the Committee, shall be signed by the Participant
to whom the Award is granted and by an Authorized Officer for and on behalf of
the Corporation. Awards may consist of those listed in this paragraph 8(a) and
may be granted singly, in combination or in tandem. Awards may also be granted
in combination or in tandem with, in replacement of, or as alternatives to,
grants or rights under this Plan or any other plan of the Corporation or any of
its Affiliates, including the plan of any acquired entity. An Award may provide
for the grant or issuance of additional, replacement or alternative Awards upon
the occurrence of specified events. All or part of an Award may be subject to
conditions established by the Committee, which may include, but are not limited
to, continuous service with the Corporation and its Affiliates, achievement of
specific business objectives, increases in specified indices, attainment of
specified growth rates and other comparable measurements of performance.
 
            (i) Option. An Employee Award or Director Award may be in the form
      of an Option. The Grant Price of an Option shall be not less than the Fair
      Market Value of the Common Stock subject to such Option on the Grant Date.
      Notwithstanding anything
 
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      contrary contained in this Plan including Sections 8(a)(i)(A) and (B), in
      no event shall the term of the Option extend more than ten (10) years
      after the Grant Date. Options may not include provisions that "reload" the
      option upon exercise. Subject to the foregoing provisions, the terms,
      conditions and limitations applicable to any Options awarded to
      Participants pursuant to this Plan, including the Grant Price, the term of
      the Options, the number of shares subject to the Option and the date or
      dates upon which they become exercisable, shall be determined by the
      Committee.
 
                  (A) Except as is otherwise provided in the Award Agreement and
            subject to Committee discretion as provided in Section 6(b):
 
                        (1) all rights to exercise an Option shall terminate
                  within four (4) months after the date the Participant ceases
                  to be an Employee, or 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).
 
                        (2) In the event of a Participant's death, an Option
                  will terminate fifteen (15) months thereafter.
 
                        (3) In the event of a Participant's Disability and
                  resulting termination of employment, an Option will terminate
                  six (6) months after such Participant's employment termination
                  date.
 
                        (4) In the event the employment of the Participant is
                  terminated for cause (as determined by the Committee), all
                  Options whether or not vested shall terminate immediately.
 
                        (5) All unvested Options are cancelled upon termination
                  of employment; except that all non-qualified options shall
                  immediately vest upon Vested Retirement.
 
                  (B) However, if an Option is held by a Director who, on the
            date he or she ceases to be a Director (and, if also an Employee,
            ceases to be an Employee), has at least ten (10) years of service as
            a Director, then all Common Stock subject to such Option will vest
            on the date the Director ceases to be a Director, and all rights to
            exercise such Option will terminate three (3) years thereafter (but
            in no event later than the original period of the Option). Also, if
            an Option is held by a Director who, on the date he or she ceases to
            be a Director (and, if also an Employee, ceases to be an Employee),
            has less than ten (10) years of service as a Director, then all
            Common Stock 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 will terminate
            three (3) years after such date (but in no event later than the
            original period of the Option). If Options are awarded in the final
            two (2) years of the term of a Director who is approaching age 70,
            or an Employee Director who is at least age 55 with at least ten
            (10) years of service and his or her age plus years of service equal
            at least 70, the outside exercise date is the one provided in the
            Option or
 
                                       7
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            seven (7) years from the grant date, whichever occurs earlier. This
            paragraph 8(a)(i)(B) shall not apply to a Participant who is
            terminated for cause (as determined by the Committee).
 
                  (C) However, if an Option is held by a Participant who retires
            and satisfies the test for Vested Retirement, then all rights to
            exercise any and all Options will terminate twelve (12) months
            following the date of the Vested Retirement. To the extent that an
            Award provides a longer term to exercise, such Award will control.
 
                  (D) Attached hereto are resolutions adopted by the Committee
            on May 13, 2004 pertaining to vesting and exercise. The provisions
            of section 8(a)(i)(A)(5) and 8(a)(i)(C) above are intended to
            incorporate such resolutions. To the extent of any conflict between
            the terms of such resolutions and this Plan, the resolutions will
            control.
 
            (ii) Stock Award. An Employee Award or Director Award may be in the
      form of a Stock Award. The terms, conditions and limitations applicable to
      any Stock Awards granted to Participants pursuant to this Plan shall be
      determined by the Committee; provided that any Stock Award which is not a
      Performance Award shall have a minimum Restriction Period of three years
      from the Grant Date, provided that (i) the Committee may provide for
      earlier vesting upon a termination of employment by reason of death,
      Disability or Retirement, (ii) such three-year minimum Restriction Period
      shall not apply to a Stock Award that is granted in lieu of salary or
      bonus, (iii) vesting of a Stock Award may occur incrementally over the
      three-year minimum Restricted Period and (iv) the restrictions set forth
      in a Stock Award will terminate immediately if the Participant retires
      prior to the date on which the restrictions would otherwise terminate and
      at Retirement he or she is age 65 or older or, if not yet age 65, the
      Participant satisfies the test for vested Retirement.
 
            (iii) Performance Award. Without limiting the type or number of
      Employee Awards or Director Awards that may be made under the other
      provisions of this Plan, an Employee Award or Director Award may be in the
      form of a Performance Award. The terms, conditions and limitations
      applicable to any Performance Awards granted to Participants pursuant to
      this Plan shall be determined by the Committee; provided that any Stock
      Award which is a Performance Award shall have a minimum Restriction Period
      of one year from the Grant Date, provided that the Committee may provide
      for earlier vesting upon a termination of employment by reason of death,
      Disability or Retirement. The Committee shall set Performance Goals in its
      discretion which, depending on the extent to which they are met, will
      determine the value and/or amount of Performance Awards that will be paid
      out to the Participant.
 
                  (A) Nonqualified Performance Awards. Performance Awards
            granted to Employees or Directors that are not intended to qualify
            as qualified performance-based compensation under Section 162(m) of
            the Code shall be based on achievement of such goals and be subject
            to such terms, conditions and restrictions as the Committee or its
            delegate shall determine.
 
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                  (B) Qualified Performance Awards. Performance Awards granted
            to Employees under the Plan that are intended to qualify as
            qualified performance-based compensation under Section 162(m) of the
            Code shall be paid, vested or otherwise deliverable solely on
            account 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 scheduled 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 Employee, one or more business
            units or divisions of the Corporation or the applicable sector, or
            the Corporation as a whole, and if so desired by the Committee, by
            comparison with a peer group of companies. A Performance Goal may
            include one or more of the following: (a) earnings, either in the
            aggregate or on a per-share basis, reflecting such dilution of
            shares as the Committee deems appropriate, including operating
            earnings, pre-tax earnings, earnings before interest and taxes, and
            earnings before interest, taxes, depreciation and amortization; (b)
            gross or net revenue; (c) operating or net cash flow; (d) financial
            return ratios (e.g., return or net return on one or more of the
            following: assets, net assets, equity, invested capital, revenue);
            (e) margins, including net, operating or pre-tax margins; (f) total
            shareholder return; (g) financial ratios (e.g., debt to
            capitalization or debt to equity); (h) growth in financial measures
            or ratios (e.g., revenue, earnings, cash flow, stockholders' equity,
            margins); or (i) customer satisfaction, based on specified objective
            goals, or a customer survey sponsored by the Corporation or one or
            more business units or divisions of the Corporation.
 
                  (C) 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 and Qualified Performance
            Awards, 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), as to grants to those Employees whose
            compensation is, or is likely to be, subject to Section 162(m) of
            the Code, 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. Subject to the foregoing provisions, the
            terms, conditions and limitations applicable to any Qualified
            Performance Awards made pursuant to this Plan shall be determined by
            the Committee.
 
      (b)   Notwithstanding anything to the contrary contained in this Plan, the
following limitations shall apply to any Employee Awards made hereunder:
 
                                       9
<PAGE>
 
            (i) no Participant may be granted, during any fiscal year, Employee
      Awards consisting of Options (including Options that are granted as
      Performance Awards) that are exercisable for more than 1,110,995 shares of
      Common Stock;
 
            (ii) no Participant may be granted, during any fiscal year, Employee
      Awards consisting of Stock Awards (including Stock Awards that are granted
      as Performance Awards) covering or relating to more than 555,497 shares of
      Common Stock (the limitation set forth in this clause (ii), together with
      the limitation set forth in clause (i) above and (c)(i) and (ii) below,
      being hereinafter collectively referred to as the "Stock Based Awards
      Limitations"); and
 
            (iii) no Participant may be granted Employee Awards under this Plan
      consisting of cash (including Awards that are granted as Performance
      Awards) in respect of any fiscal year having a value determined on the
      Grant Date in excess of an amount equal to 2% of the consolidated net
      income of the Corporation and its subsidiaries for such fiscal year plus
      the Black-Scholes Value, determined as of the Option Grant Date, of
      Options on 219,977 shares of Common Stock determined as if such Options
      had an Option Grant Date on the effective date of the Employee Award.
 
      (c) Notwithstanding anything to the contrary contained in this Plan the
following limitations shall apply to any Director Awards made hereunder:
 
                  (A) no Participant may be granted, during any fiscal year,
            Director Awards consisting of Options (including Options that are
            granted as Performance Awards) that are exercisable for more than
            53,327 shares of Common Stock and
 
                  (B) no Participant may be granted, during any fiscal year,
            Director Awards consisting of Stock Awards (including Stock Awards
            that are granted as Performance Awards) covering or relating to more
            than 33,330 shares of Common Stock.
 
9.    CHANGE IN CONTROL
 
      Notwithstanding the provisions of paragraph 8 hereof, unless otherwise
expressly provided in the applicable Award Agreement, or as otherwise specified
in the terms of an Equity Award, in the event of a Change in Control during a
Participant's employment (or service as a Non-employee Director) with the
Corporation or one of its Affiliates, each Equity Award granted under this Plan
to the Participant shall become immediately vested and fully exercisable, with
performance-based equity awards vested at target level (regardless of the
otherwise applicable vesting or exercise schedules or Performance Goals provided
for under the Award Agreement or the terms of the Equity Award).
 
10.   PAYMENT OF AWARDS
 
      (a) General. Payment made to a Participant pursuant to an Award may be
made in the form of cash or Common Stock, or a combination thereof, and may
include such restrictions as the Committee shall determine, including, in the
case of Common Stock, restrictions on
 
                                       10
<PAGE>
 
transfer and forfeiture provisions. If such payment is made in the form of
Restricted Stock, the Committee shall specify whether the underlying shares are
to be issued at the beginning or end of the Restriction Period. In the event
that shares of Restricted Stock are to be issued at the beginning of the
Restriction Period, the certificates evidencing such shares (to the extent that
such shares are so evidenced) shall contain appropriate legends and restrictions
that describe the terms and conditions of the restrictions applicable thereto.
In the event that shares of Restricted Stock are to be issued at the end of the
Restricted Period, the right to receive such shares shall be evidenced by book
entry registration or in such other manner as the Committee may determine.
 
      (b) Deferral. With the approval of the Committee, amounts payable in
respect of Awards may be deferred and paid either in the form of installments or
as a lump-sum payment. The Committee may permit selected Participants to elect
to defer payments of some or all types of Awards or any other compensation
otherwise payable by the Corporation in accordance with procedures established
by the Committee and may provide that such deferred compensation may be payable
in shares of Common Stock. Any deferred payment pursuant to an Award, whether
elected by the Participant or specified by the Award Agreement or the terms of
the Award or by the Committee, may be forfeited if and to the extent that the
Award Agreement or the terms of the Award so provide.
 
      (c) Dividends, Earnings and Interest. Rights to dividends or Dividend
Equivalents may be extended to and made part of any Stock Award, subject to such
terms, conditions and restrictions as the Committee may establish. The Committee
may also establish rules and procedures for the crediting of interest or other
earnings on deferred cash payments and Dividend Equivalents for Stock Awards.
 
      (d) Substitution of Awards. Subject to paragraphs 13 and 15, at the
discretion of the Committee, a Participant who is an Employee may be offered an
election to substitute an Employee Award for another Employee Award or Employee
Awards of the same or different type.
 
11.   OPTION EXERCISE
 
      Following exercise the Grant Price shall be paid in full in cash at the
time of delivery of the stock or, if permitted by the Committee and elected by
the optionee, the optionee may purchase such shares by means of tendering Common
Stock owned by the optionee, or having the Corporation withhold from the shares
otherwise issuable pursuant to the Option an appropriate number of shares of
Common Stock, valued at Fair Market Value on the date of exercise, or any
combination thereof. The Committee shall determine acceptable methods for
Participants to tender Common Stock or have Common Stock withheld in payment of
the Grant Price. The Committee may provide for procedures to permit the exercise
or purchase of such Awards by use of the proceeds to be received from the sale
of Common Stock issuable pursuant to an Award. The Committee may adopt
additional rules and procedures regarding the exercise of Options from time to
time, provided that such rules and procedures are not inconsistent with the
provisions of this paragraph.
 
      An optionee desiring to pay the Grant Price of an Option by tendering
Common Stock using the method of attestation may, subject to any such conditions
and in compliance with any such procedures as the Committee may adopt, do so by
attesting to the ownership of Common
 
                                       11
<PAGE>
 
Stock of the requisite value in which case the Corporation shall issue or
otherwise deliver to the optionee upon such exercise a number of shares of
Common Stock subject to the Option equal to the result obtained by dividing (a)
the excess of the aggregate Fair Market Value of the shares of Common Stock
subject to the Option for which the Option (or portion thereof) is being
exercised over the Grant Price payable in respect of such exercise by (b) the
Fair Market Value per share of Common Stock subject to the Option, and the
optionee may retain the shares of Common Stock the ownership of which is
attested.
 
      If an optionee desires to pay the Grant Price of an Option by having the
Corporation withhold from the shares otherwise issuable pursuant to the Option
shares of Common Stock of the requisite value, then, subject to any conditions
and in compliance with any procedures as the Committee may adopt, the
Corporation shall issue or otherwise deliver to the optionee upon such exercise
a number of shares of Common Stock subject to the Option equal to the result
obtained by dividing (a) the excess of the aggregate Fair Market Value of the
shares of Common Stock subject to the Option for which the Option (or portion
thereof) is being exercised over the Grant Price payable in respect of such
exercise by (b) the Fair Market Value per share of Common Stock subject to the
Option.
 
12.   TAXES
 
      The Corporation or its designated third party administrator shall have the
right to deduct applicable taxes from any Employee Award payment and withhold,
at the time of delivery or vesting of cash or shares of Common Stock under this
Plan, an appropriate amount of cash or number of shares of Common Stock or a
combination thereof for payment of taxes or other amounts required by law or to
take such other action as may be necessary in the opinion of the Corporation to
satisfy all obligations for withholding of such taxes. The Committee may also
permit withholding to be satisfied by the transfer to the Corporation of shares
of Common Stock theretofore owned by the holder of the Employee Award with
respect to which withholding is required. If shares of Common Stock are used to
satisfy tax withholding, such shares shall be valued based on the Fair Market
Value when the tax withholding is required to be made. The Committee may provide
for loans, on either a short term or demand basis, from the Corporation to a
Participant who is an Employee to permit the payment of taxes required by law.
 
13.   AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION OF THE PLAN
 
      The Board may amend, modify, 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 (i) no amendment or alteration that
would adversely affect the rights of any Participant under any Award previously
granted to such Participant shall be made without the consent of such
Participant and (ii) no amendment or alteration shall be effective prior to its
approval by the stockholders of the Corporation to the extent such approval is
required by applicable legal requirements or the requirements of the securities
exchange on which the Corporation's stock is listed. Notwithstanding anything
herein to the contrary, without the prior approval of the Corporation's
stockholders, Options issued under the Plan will not be repriced, replaced, or
regranted through cancellation or by decreasing the exercise price of a
previously granted Option.
 
                                       12
<PAGE>
 
14.   ASSIGNABILITY
 
      Unless otherwise determined by the Committee and provided in the Award
Agreement or the terms of the Award or to a family limited partnership, trust or
similar entity pre-approved by the Committee, no Award or any other benefit
under this Plan shall be assignable or otherwise transferable except by will,
beneficiary designation or the laws of descent and distribution. In the event
that a beneficiary designation conflicts with an assignment by will, the
beneficiary designation will prevail. The Committee may prescribe and include in
applicable Award Agreements or the terms of the Award other restrictions on
transfer. Any attempted assignment of an Award or any other benefit under this
Plan in violation of this paragraph 14 shall be null and void.
 
15.   ADJUSTMENTS
 
      (a) The existence of outstanding Awards shall not affect in any manner the
right or power of the Corporation or its stockholders to make or authorize any
or all adjustments, recapitalizations, reorganizations or other changes in the
capital stock of the Corporation or its business or any merger or consolidation
of the Corporation, or any issue of bonds, debentures, preferred or prior
preference stock (whether or not such issue is prior to, on a parity with or
junior to the existing Common Stock) or the dissolution or liquidation of the
Corporation, or any sale or transfer of all or any part of its assets or
business, or any other corporate act or proceeding of any kind, whether or not
of a character similar to that of the acts or proceedings enumerated above.
 
      (b) In the event of any subdivision or consolidation of outstanding shares
of Common Stock, declaration of a dividend payable in shares of Common Stock or
other stock split, then (i) the number of shares of Common Stock reserved under
this Plan, (ii) the number of shares of Common Stock covered by outstanding
Awards, (iii) the Grant Price or other price in respect of such Awards, (iv) the
appropriate Fair Market Value and other price determinations for such Awards,
and (v) the Stock Based Awards Limitations shall each be proportionately
adjusted by the Board as appropriate to reflect such transaction. In the event
of any other recapitalization or capital reorganization of the Corporation, any
consolidation or merger of the Corporation with another corporation or entity,
the adoption by the Corporation of any plan of exchange affecting Common Stock
or any distribution to holders of Common Stock of securities or property (other
than normal cash dividends or dividends payable in Common Stock), the Board may
make appropriate adjustments to (i) the number of shares of Common Stock
reserved under this Plan, (ii) the number of shares of Common Stock covered by
Awards, (iii) the Grant Price or other price in respect of such Awards, (iv) the
appropriate Fair Market Value and other price determinations for such Awards,
and (v) the Stock Based Awards Limitations to reflect such transaction; provided
that such adjustments shall only be such as are necessary to maintain the
proportionate interest of the holders of the Awards and preserve, without
increasing, the value of such Awards. In the event of a corporate merger,
consolidation, acquisition of property or stock, separation, reorganization or
liquidation, the Board shall be authorized (x) to assume under the Plan
previously issued compensatory awards, or to substitute new Awards for
previously issued compensatory awards, including Awards, as part of such
adjustment or (y) to cancel Awards that are Options and give the Participants
who are the holders of such Awards notice and opportunity to exercise for 30
days prior to such cancellation.
 
                                       13
<PAGE>
 
16.   RESTRICTIONS
 
      No Common Stock or other form of payment shall be issued with respect to
any Award unless the Corporation shall be satisfied based on the advice of its
counsel that such issuance will be in compliance with applicable federal and
state securities laws. Certificates evidencing shares of Common Stock delivered
under this Plan (to the extent that such shares are so evidenced) may be subject
to such stop transfer orders and other restrictions as the Committee may deem
advisable under the rules, regulations and other requirements of the Securities
and Exchange Commission, any securities exchange or transaction reporting system
upon which the Common Stock is then listed or to which it is admitted for
quotation and any applicable federal or state securities law. The Committee may
cause a legend or legends to be placed upon such certificates (if any) to make
appropriate reference to such restrictions.
 
17.   UNFUNDED PLAN
 
      This Plan shall be unfunded. Although bookkeeping accounts may be
established with respect to Participants under this Plan, any such accounts
shall be used merely as a bookkeeping convenience, including bookkeeping
accounts established by a third party administrator retained by the Corporation
to administer the Plan. The Corporation shall not be required to segregate any
assets for purposes of this Plan or Awards hereunder, nor shall the Corporation,
the Board or the Committee be deemed to be a trustee of any benefit to be
granted under this Plan. Any liability or obligation of the Corporation to any
Participant with respect to an Award under this Plan shall be based solely upon
any contractual obligations that may be created by this Plan and any Award
Agreement or the terms of the Award, and no such liability or obligation of the
Corporation shall be deemed to be secured by any pledge or other encumbrance on
any property of the Corporation. Neither the Corporation nor the Board nor the
Committee shall be required to give any security or bond for the performance of
any obligation that may be created by this Plan.
 
18.   RIGHT TO EMPLOYMENT
 
      Nothing in the Plan or an Award Agreement shall interfere with or limit in
any way the right of the Corporation to terminate any Participant's employment
or other service relationship at any time, nor confer upon any Participant any
right to continue in the capacity in which he or she is employed or otherwise
serves the Corporation.
 
19.   SUCCESSORS
 
      All obligations of the Corporation under the Plan with respect to Awards
granted hereunder shall be binding on any successor to the Corporation, whether
the existence of such successor is the result of a direct or indirect purchase,
merger, consolidation, or otherwise, of all or substantially all of the business
and/or assets of the Corporation.
 
20.   GOVERNING LAW
 
      This Plan and all determinations made and actions taken pursuant hereto,
to the extent not otherwise governed by mandatory provisions of the Code or the
securities laws of the United States, shall be governed by and construed in
accordance with the laws of the State of Texas.
 
                                       14
<PAGE>
 
21.   EFFECTIVENESS
 
      The Plan will be submitted to the stockholders of the Corporation for
approval at the 2003 annual meeting of shareholders and, if approved, will
become retroactively effective as of April 1, 2003.
 
22.   NYSE LIMITATIONS
 
      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 17, 2003 or, if later, the date of the most recent shareholder
approval of the Plan.
 
                                       15
<PAGE>
 
RESOLUTION RELATED TO STOCK OPTIONS ADOPTED BY THE COMPENSATION AND MANAGEMENT
DEVELOPMENT COMMITTEE OF THE BOARD OF DIRECTORS OF CENTEX CORPORATION ON MAY 13,
2004.
 
      RESOLVED, that all non-qualified options held by Full Time Employees to
acquire common stock of Centex Corporation awarded under any of the stock plans
listed below, whether awarded before or after May 13, 2004, shall be subject to
the following from and after May 13, 2004:
 
      1.    If an optionee shall voluntarily terminate employment and at such
            time he or she 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, then all
            non-qualified options held by him or her shall immediately vest upon
            the termination of employment ("Vested Retirement").
 
      2.    All rights to exercise such vested options will terminate 12 months
            following the date of such Vested Retirement. However, to the extent
            that an option agreement provides a longer time to exercise
            following voluntary termination of employment, then such agreement
            will control.
 
      3.    As used herein: "Full Time Employee" means a person actively and
            regularly engaged in work at least 40 hours a week; and "Years of
            Service" means an optionee's years of employment with Centex
            Corporation or any of its Affiliates. An optionee shall be credited
            with a Year of Service on each anniversary of the date on which he
            or she was first employed by Centex Corporation or its Affiliate,
            provided that the optionee continues to be employed by such employer
            on such anniversary date.
 
      4.    The stock plans covered are:
 
            -     Centex Corporation Amended and Restated 1987 Stock Option Plan
 
            -     Seventh Amended and Restated 1998 Centex Corporation Employee
                  Non-Qualified Stock Option Plan
 
            -     Amended and Restated Centex Corporation 2001 Stock Plan
 
            -     Amended and Restated Centex Corporation 2003 Equity Incentive
                  Plan
 
      FURTHER RESOLVED, that the appropriate officers of the Corporation are
hereby directed to take all steps that they deem necessary or appropriate to
communicate the substance of the foregoing resolution to option holders who are
affected and, where they deem necessary, to document the substance of this
resolution by way of amendments to the stock plans and to existing option
agreements.
 
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