8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

 May 15, 2009 (May 13, 2009)

Centex Corporation

(Exact name of registrant as specified in its charter)

Nevada	1-6776		75-0778259
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)
2728 N. Harwood Street, Dallas, Texas		75201
(Address of principal executive offices)		(Zip code)

Registrant's telephone number including area code:  (214) 981-5000

Not Applicable

(Former name or former address if changed from last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

5.02(e)

On May 13, 2009, the Board of Directors of Centex Corporation, a Nevada corporation (the “Company”), ratified and approved the following actions previously taken that day by the Company’s Compensation and Management Development Committee (the “Compensation Committee”) with regard to the compensation to be paid to the Company’s Chief Executive Officer.  The Compensation Committee also took action on May 13, 2009 with regard to the compensation to be paid to the Company’s Chief Financial Officer, the other persons listed in the Summary Compensation Table of the Company’s proxy statement for its 2008 annual meeting of stockholders (the “2008 Proxy Statement”), and an additional individual who may be included in the Summary Compensation Table of the Company’s proxy statement (the “2009 Proxy Statement”) for its 2009 annual meeting of stockholders (collectively, the “Named Executive Officers”).

Fiscal 2009 Annual Incentive (Short-Term) Compensation.  The Compensation Committee confirmed the amount of short-term incentive compensation awards earned during fiscal 2009 by the Named Executive Officers under the stockholder-approved Centex Corporation 2003 Annual Incentive Compensation Plan.  The bonus awards were earned based on the achievement of performance goals established by the Compensation Committee in the first quarter of fiscal 2009.  At its meeting, the Compensation Committee reviewed the performance of the Company for fiscal 2009, certified the extent to which the applicable performance goals had been satisfied, exercised discretion to reduce the size of the awards after considering a number of factors and authorized the payment of the resulting bonus awards to participants.  In taking these actions, the Compensation Committee did not waive or modify any of the performance goals it had previously approved for these awards.  The amounts of the awards for short-term incentive compensation for the Named Executive Officers for fiscal year 2009 are as follows:

		Non-Equity Incentive Plan
Recipient	Position	Compensation or Bonus ($)
Timothy R. Eller	Chairman and Chief Executive Officer	1,634,000
Catherine R. Smith	Executive Vice President and Chief Financial Officer	410,981
David L. Barclay1	President, Land Division of Centex Homes	−
Joseph A. Bosch2	Senior Vice President — Human Resources	225,344
Robert S. Stewart	Senior Vice President — Strategy, Marketing, Sales and Corporate Development	214,353
Brian J. Woram	Senior Vice President and Chief Legal Officer	323,324

1	Mr. Barclay’s employment was terminated on March 31, 2009.  The terms of his separation were described in the Company’s Current Report on Form 8-K dated April 2, 2009.
2	Mr. Bosch was not a named executive officer in the 2008 Proxy Statement but is expected to be a named executive officer in the 2009 Proxy Statement.

These amounts will be paid to the Named Executive Officers in June 2009.

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Fiscal 2009 Base Salary.  The Compensation Committee approved base salaries for the Named Executive Officers, effective as of June 1, 2009, as follows:

Named Executive Officer	2009 Base Salary ($)	Percent Increase
Timothy R. Eller	920,000	0%
Catherine R. Smith	572,000	0%
Joseph A. Bosch	410,000	0%
Robert S. Stewart	390,000	0%
Brian J. Woram	450,000	0%

Fiscal 2010 Short-Term Incentive Compensation.  The Compensation Committee also approved performance criteria and goals with respect to each of the Named Executive Officers for fiscal 2010 under the Centex Corporation 2003 Annual Incentive Compensation Plan.  Performance criteria for short-term incentive compensation for fiscal 2009 for all the Named Executive Officers relate to earnings from continuing operations and cash flow.  Customer satisfaction is a factor that could result in a reduction in short-term incentive compensation for all of the Named Executive Officers if certain levels of customer satisfaction are not maintained.  

In May 2010, the Compensation Committee will determine whether these performance goals have been satisfied, will determine the payouts under the performance plans and will have the discretion to reduce the amount of the short-term compensation to be paid to the Named Executive Officers based on the Company’s overall performance and other factors.  The Company will enter into an award agreement with each of the Named Executive Officers (other than Mr. Barclay, who is no longer employed) with respect to the short-term incentive compensation to be paid to such individuals for fiscal 2010.  If the performance goals are met, awards will be paid in cash in the first quarter of fiscal 2011.A copy of the form of award agreement is filed as Exhibit 10.2 to this Report.

Pursuant to the 2003 Annual Incentive Compensation Plan, if the proposed combination with Pulte Homes, Inc. is consummated during fiscal 2010, each Named Executive Officer will receive a fiscal 2010 bonus under the plan at the target level upon such consummation.

Fiscal 2010 Long-Term Incentive Compensation.  The Compensation Committee also granted certain long-term incentive compensation awards to the Named Executive Officers under the Company’s stockholder-approved equity plans as described below.  At its meeting, the Compensation Committee reviewed the range of potential long-term awards that it established at the beginning of fiscal 2009, and considered the overall performance of the Company for fiscal 2009, the individual performance of the Named Executive Officers, and other factors.  

The nature and amounts of the long-term incentive compensation awards for the Named Executive Officers are as follows:

	Long-Term Incentive Compensation
	Restricted Stock		Restricted Stock Units
Recipient	Grant Date Fair Value ($)	No. of Shares (#)	Grant Date Fair Value ($)	No. of Units (#)
Timothy R. Eller	−	−	−	−
Catherine R. Smith	675,000	71,961	225,000	23,987
Joseph A. Bosch	375,000	39,978	125,000	13,326
Robert S. Stewart	375,000	39,978	125,000	13,326
Brian J. Woram	412,500	43,976	137,500	14,658

The awards consisted of restricted stock with both performance- and time-vesting features (75%), and time-vesting restricted stock units (25%).  

2

The performance vesting feature of the restricted stock awards is described in the following table:

% of FY10 Cash Flow from Operations Target Achieved	Restricted Stock Award Vesting
50% or greater	100% vests over 3 years
45%	90% vests over 3 years
40%	80% vests over 3 years
35%	70% vests over 3 years
30%	60% vests over 3 years
25%	50% vests over 3 years
less than 25%	0% vests

For performance that is greater than 25% but less than 50%, the percent of shares that vest will be interpolated between the performance levels in the above table to be consistent with the actual level of performance achieved.

The time-vesting feature provides that all restricted stock and restricted stock units that are not forfeited under the performance feature or by reason of the Pulte Homes, Inc. combination transaction (see below) will vest in installments of one third of the total shares awarded on each of March 31, 2010 (delayed until May 2010 for the restricted stock so the performance condition can be tested), 2011, and 2012.  The executive officers will be entitled to normal cash dividends, if any are declared, on all of the shares of restricted stock.

If the proposed transaction with Pulte Homes, Inc. is consummated, (a) all of the restricted stock unit awards will be forfeited (25% of the total value), (b) the performance condition for the restricted stock will be deemed satisfied at 100% and (c) the restricted stock awards will not automatically vest by reason of the combination, but would partially vest upon a subsequent severance-qualifying termination of employment of the recipient. The grant of restricted stock and restricted stock units was made pursuant to the terms of the 2003 Equity Incentive Plan.  A copy of the form of award agreements is filed as Exhibits 10.4 and 10.5 to this Report.

Item 9.01. Financial Statements and Exhibits.

(d)  Exhibits.   The following exhibits are filed with this Report.

Exhibit Number	Description	Filed Herewith or Incorporated by Reference
10.1	Centex Corporation 2003 Annual Incentive Compensation Plan	Exhibit 10.1 to the Company’s Current Report on Form 8-K dated July 15, 2008
10.2	Form of award agreement for incentive compensation (fiscal 2010)	Filed herewith
10.3	Centex Corporation 2003 Equity Incentive Plan	Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 13, 2009
10.4	Form of restricted stock award agreement for 2003 Equity Incentive Plan (May 2009 award)	Filed herewith
10.5	Form of restricted stock unit agreement for 2003 Equity Incentive Plan (May 2009 Award )	Filed herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

CENTEX CORPORATION
By:	/s/ James R. Peacock III
	Name:	James R. Peacock III
	Title:	Vice President, Deputy General Counsel and Secretary

Date:  May 15, 2009

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EXHIBIT INDEX

Exhibit Number	Description	Filed herewith or incorporated by reference
10.1	Centex Corporation 2003 Annual Incentive Compensation Plan	Exhibit 10.1 to the Company’s Current Report on Form 8-K dated July 15, 2008
10.2	Form of award agreement for incentive compensation (fiscal 2010)	Filed herewith
10.3	Centex Corporation 2003 Equity Incentive Plan	Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 13, 2009
10.4	Form of restricted stock award agreement for 2003 Equity Incentive Plan (May 2009 award)	Filed herewith
10.5	Form of restricted stock unit agreement for 2003 Equity Incentive Plan (May 2009 Award)	Filed herewith

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EX-10.2

Exhibit 10.2

AWARD AGREEMENT

This Award Agreement (“Agreement”) is made as of May 13, 2009 between Centex Corporation, a Nevada corporation (the “Corporation"), and _____________ (the “Participant”) under the stockholder-approved Centex Corporation 2003 Annual Incentive Compensation Plan (the “Plan”), and sets forth the terms, conditions and limitations applicable to the Award to the Participant relative to the Corporation’s fiscal year 2010.

This Agreement is subject to the Plan (which may be amended from time to time) and, except as provided in the last paragraph of this Agreement, the Plan will govern where there is any inconsistency between the Plan and this Agreement.  The provisions of the Plan are also the provisions of this Agreement, and all terms, provisions and definitions set forth in the Plan are incorporated into this Agreement and made a part of this Agreement for all purposes.  Capitalized terms used and not otherwise defined in this Agreement have the meanings ascribed to such terms in the Plan.

Attached hereto is a chart (the “Matrix”) that describes the cash incentive bonus payable to the Participant under this Agreement upon achievement of the performance goal or goals specified in the Matrix, depending on what level(s) of the performance goal(s) is or are achieved during fiscal year 2010.  The maximum cash incentive bonus that may be paid to the Participant for fiscal year 2010 is the lesser of the maximum amount set out in the Matrix or $15 million.  The Corporation acknowledges that the operating results of the Corporation and its subsidiaries during fiscal year 2010 are substantially uncertain, and, accordingly, it is substantially uncertain whether the performance goal(s) will be satisfied during fiscal year 2010.

Payment of this Award will be made to the Participant at the time and in the manner provided in the Plan following the conclusion of fiscal year 2010, upon the conditions that the performance goal or goals specified herein have been achieved and the Compensation and Management Development Committee has reviewed and approved the Award.  In reviewing and approving the Award, the Committee may reduce the Award otherwise computed by reference to the Matrix taking into account such factors as the Committee shall determine to be appropriate.  Payment of this Award will not be made to a Participant who is not employed by the Corporation or an Affiliate on the last day of fiscal year 2010, unless otherwise specified by the Committee.

Notwithstanding anything to the contrary contained in this Agreement, a change in control (as defined in the Plan) that occurs during the Corporation’s fiscal year 2010 shall cause the target cash incentive bonus as set out in the Matrix to be paid to the Participant on the day immediately prior to such change in control, without regard to the determination as to the achievement of the performance goal(s) set out in the Matrix.

CENTEX CORPORATION		PARTICIPANT
By:
	Name: Title:	[name]

EX-10.4

Exhibit 10.4

Employee Restricted Stock

2003 Plan

 2009 Restricted Stock Award

Dear  [Full Name]:

Effective May 13, 2009, you have been awarded [amount] shares of the common stock, par value $.25 per share, of Centex Corporation (the “Company”).  This award (the “Award”) is made pursuant to, and subject to the terms and conditions of, the Centex Corporation 2003 Equity Incentive Plan (as such plan may be amended from time to time, the “Plan”).  The Shares awarded hereby constitute Shares of Restricted Stock under the Plan.

The Shares of Restricted Stock subject to this Award are subject to a performance criterion and will be adjusted in accordance with the terms and conditions set out in Exhibit A.  After determining the adjusted number of Shares of Restricted Stock subject to this Award in accordance with Exhibit A (the “Adjusted Shares”), the time-based vesting rules described in the following paragraph will apply to those shares.

The Adjusted Shares will vest under time-based vesting at the rate of 33⅓% per year on each vesting date, provided you are still employed by the Company or any of its Affiliates on each such vesting date.  The vesting dates are as follows:  (1) the date on which the Company’s Compensation Committee or other applicable body has determined achievement of the performance criterion set out on Exhibit A (which date will occur no later than May 31, 2010), provided that if the Pulte Change (as defined in Exhibit A) occurs, the first vesting date will be March 31, 2010; (2) March 31, 2011, and (3) March 31, 2012.  Notwithstanding the foregoing, if your employment with the Company or any of its Affiliates is involuntarily terminated in a Severance Event (as defined below) after the effective time of the Pulte Change but prior to full time-based vesting on March 31, 2012, then the vesting of a portion of the Adjusted Shares will be accelerated as provided in the following sentence.  The number of Adjusted Shares that will accelerate and vest upon your involuntary termination in a Severance Event is the number of Adjusted Shares that would have vested on the vesting date immediately following the effective date of your termination as provided in this paragraph if you were employed on that vesting date.  Any unvested Adjusted Shares as of the effective date of your involuntary termination after the Pulte Change shall be forfeited.  For purposes of this Award, “Severance Event” means the involuntary termination of your employment under circumstances that would entitle you to severance benefits under a severance plan, program or agreement maintained by the Company or an Affiliate.

In addition, notwithstanding the foregoing, in the event of your death or Disability while employed by the Company or an Affiliate prior to full time-based vesting on March 31, 2012, then the vesting of the Adjusted Shares will be accelerated as provided in the following sentence.  The number of Adjusted Shares that will accelerate and vest upon your death or Disability is the total number of Adjusted Shares subject to this Award; provided, however, that (A) if your death or Disability occurs before the first vesting date which occurs in 2010 and before the date of the Pulte Change, the Adjusted Shares will accelerate and vest on the earlier of the first vesting date in 2010 or the date of the Pulte Change; (B) if your death or Disability occurs on or after the date of the Pulte Change, the Adjusted Shares will accelerate and vest upon your death or Disability; or (C) if the Pulte Change does not occur and your death or Disability occurs before the first vesting date which occurs in 2010, the Adjusted Shares will accelerate and vest on the first vesting date in 2010.  In the event of your death, the person or persons to whom the Shares of Restricted Stock have been validly transferred pursuant to will or the laws of descent and distribution will have all rights to the Shares of Restricted Stock.

Notwithstanding any provisions of the Plan to the contrary, the provisions of the Plan that provide for (a) termination of restrictions in the event of your Retirement on or after age 65, and (b) acceleration of vesting upon a Change in Control, shall not apply to this Award.

The restrictions set forth in the Plan and this Award will terminate coterminously with the time-based vesting or accelerated vesting described above, unless earlier terminated as described in the Plan or this Award.  The date on which the restrictions terminate as to vested shares is called the “Lapse Date”.  Vested Shares will become freely transferable on the day following the related Lapse Date.

 Employee Restricted Stock

 2003 Plan

Except as provided above, you will forfeit all unvested Shares of Restricted Stock to the Company for no consideration if, prior to the Lapse Date, you cease for any reason to be an employee of at least one of the employers in the group of employers consisting of the Company and its Affiliates.

The Company may cancel and revoke this Award and/or replace it with a revised award at any time if the Company determines, in its good faith judgment, that this Award was granted in error or that this Award contains an error.  In the event of such determination by the Company, and written notice thereof to you at your business or home address, all of your rights and all of the Company's obligations as to any unvested portion of this Award shall immediately terminate.  If the Company replaces this Award with a revised award, then you will have all of the benefits conferred under the revised award, effective as of such time as the revised award goes into effect.

This Award is subject to the Plan, and the Plan will govern where there is any inconsistency between the Plan and this Award.  The provisions of the Plan are also provisions of this Award, and all terms, provisions and definitions set forth in the Plan are incorporated in this Award and made a part of this Award for all purposes.  Capitalized terms used but not defined in this Award will have the meanings assigned to such terms in the Plan.  A copy of the Plan is available to you upon request to the Law Department during the term of this Award.  This Award is subject to the Company’s Policy on Recoupment in Restatement Situations, and you agree that you will comply with the terms of that Policy.

This Award has been signed by the Company and delivered to you, and (when signed by you) has been accepted by you effective as of May 13, 2009.

ACCEPTED	CENTEX CORPORATION
[Full Name]	Timothy R. Eller Chairman & Chief Executive Officer

 Employee Restricted Stock

 2003 Plan

Exhibit A

The total number of Shares of Restricted Stock subject to this Award is subject to reduction and forfeiture if the Company’s performance does not reach a certain level for the fiscal year ending March 31, 2010.  The performance criterion is the Company’s cash flow from operations before impairments and taxes, which is the same performance criterion used under the Company's annual incentive plan for fiscal 2010.  The percent of the Shares of Restricted Stock that shall be forfeited (if any) based on the performance criterion is indicated in the following table:

Percent of Cash Flow from Operations Target Achieved	Percent of Shares of Restricted Stock Forfeited
50% or greater	0%
At least 45% but less than 50%	10%
At least 40% but less than 45%	20%
At least 35% but less than 40%	30%
At least 30% but less than 35%	40%
At least 25% but less than 30%	50%
Less than 25%	100%
For performance that is less than 50% (but greater than 25%), the percent of shares forfeited will be interpolated between the performance levels in the table above to be consistent with the level of performance achieved.

Notwithstanding the foregoing, if the pending combination of the Company with Pulte Homes, Inc. is consummated on or before December 31, 2009 (the “Pulte Change”), the above performance criterion shall be deemed satisfied at 100% of target, and no Shares of Restricted Stock shall be forfeited as a result of applying the performance criterion.

EX-10.5

Exhibit 10.5

2003 EIP Stock Units

 2009 Stock Unit Award

Dear [Full Name]:

Effective May 13, 2009, you have been awarded [amount] Stock Units under the Centex Corporation 2003 Equity Incentive Plan (as such plan may be amended from time to time, the “Plan”).

This Award gives you the right to receive payment of a number of Shares of the common stock of Centex Corporation (the “Company”) equal to your vested Stock Units within the period specified in the Plan following each vesting date (or such earlier date that a substantial risk of forfeiture lapses as provided for under the Plan or in this Award), provided you are still employed by the Company or an Affiliate on each such vesting date.

This Award will vest at the rate of 33⅓% per year on each vesting date.  The vesting dates are as follows:  March 31, 2010, March 31, 2011, and March 31, 2012.  Notwithstanding the foregoing, if you die or incur a Disability while employed by the Company or an Affiliate prior to full vesting on March 31, 2012 and this Award is not forfeited as a result of the Pulte Change as provided in the second following paragraph, then the vesting of this Award will be accelerated as provided in the following sentence.  100% of your Stock Units will accelerate and vest upon your death or Disability unless your death or Disability occurs on or before December 31, 2009, in which case 100% of your Stock Units will accelerate and vest on January 1, 2010.

Notwithstanding any provisions of the Plan to the contrary, the provisions of the Plan that provide for (a) termination of restrictions in the event of your Retirement on or after age 65, and (b) acceleration of vesting upon a Change in Control, shall not apply to this Award.

Notwithstanding any other term or provision of this Award to the contrary, this Award will be completely forfeited, with no separate compensation being provided to you, if the announced combination of the Company and Pulte Homes, Inc. is consummated on or before December 31, 2009 (the “Pulte Change”).

Except as provided above, you will forfeit unvested Stock Units to the Company for no consideration if, prior to the applicable vesting date(s), you cease for any reason to be an employee of at least one of the employers in the group of employers consisting of the Company and its Affiliates.

Participants receiving this Award were not provided an opportunity to make a deferred payment election on this Award.

The Company may cancel and revoke this Award and/or replace it with a revised award at any time if the Company determines, in its good faith judgment, that this Award was granted in error or that this Award contains an error.  In the event of such determination by the Company, and written notice thereof to you at your business or home address, all of your rights and all of the Company's obligations as to any unvested portion of this Award shall immediately terminate.  If the Company replaces this Award with a revised award, then you will have all of the benefits conferred under the revised award, effective as of such time as the revised award goes into effect.

This Award is subject to the Plan, and the Plan will govern where there is any inconsistency between the Plan and this Award.  The provisions of the Plan are also the provisions of this Award, and all terms, provisions and definitions set forth in the Plan are incorporated into this Award and made a part of this Award for all purposes.  Capitalized terms used and not otherwise defined in the Plan have the meanings ascribed to such terms in the Plan.  A copy of the Plan is available to you upon request to the Law Department during the term of this Award.  This Award is subject to the Company’s Policy on Recoupment in Restatement Situations, and you agree that you will comply with the terms of that Policy.

This Award has been signed by Centex Corporation and delivered to you, and (when signed by you) has been accepted by you effective as of May 13, 2009.

ACCEPTED	CENTEX CORPORATION
[Full Name]	Timothy R. Eller Chairman & Chief Executive Officer