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 12, 2005

Centex Corporation

(Exact name of registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation)	1-6776 (Commission File Number)	75-0778259 (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))

TABLE OF CONTENTS

	Item 1.01. Entry into a Material Definitive Agreement.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
Form of restricted stock agreement for 2003 Equity Plan
Form of award agreement for incentive compensation
Summary of Outside Director Compensation

Item 1.01. Entry into a Material Definitive Agreement.

      On May 12, 2005, the Board of Directors of Centex Corporation, a Nevada corporation (the “Corporation”), ratified and approved the following actions taken on May 11, 2005 by the Compensation and Management Development Committee (the “Compensation Committee”) of the Board of Directors with regard to compensation arrangements with the persons (the “Named Executive Officers”) who are expected to be listed in the Summary Compensation Table set forth in the Proxy Statement for the Corporation’s 2005 Annual Meeting of Stockholders as named executive officers (as defined in Item 402(a)(3) of Regulation S-K).

      Annual Incentive (Short-Term) Compensation Earned in Fiscal 2005. The Compensation Committee confirmed the amount and specified the form of payment of short-term incentive compensation awards earned during the fiscal year ended March 31, 2005 and to be paid in May 2005 for the Named Executive Officers under the stockholder-approved Centex Corporation 2003 Annual Incentive Compensation Plan (the “Incentive Compensation Plan”) and the stockholder-approved Amended and Restated Centex Corporation 2003 Equity Incentive Plan (the “2003 Equity Plan”). The bonus awards were earned based on the achievement of performance goals established by the Compensation Committee in the first quarter of fiscal 2005. At its May 11, 2005 meeting, the Compensation Committee reviewed the performance of the Corporation for the fiscal year ended March 31, 2005, considered the extent to which the applicable performance goals had been satisfied and authorized the payment of the resulting bonus awards to participants. The Compensation Committee did not take any discretionary action to waive or modify any of the applicable performance goals. The amounts of the bonus awards for short-term incentive compensation for the Named Executive Officers are as follows: Timothy R. Eller, Chairman, Chief Executive Officer and President ($5,000,000 plus 142,046 shares of restricted stock); Leldon E. Echols, Executive Vice President and Chief Financial Officer ($2,000,000 plus 25,081 shares of restricted stock); Andrew J. Hannigan, Chairman and Chief Executive Officer of Centex Homes ($12,932,402); Raymond G. Smerge, retired Executive Vice President and Chief Legal Officer as of December 31, 2004 ($2,000,000); Robert S. Stewart, Senior Vice President – Strategy and Corporate Development ($2,000,000 plus 3,041 shares of restricted stock); and Jonathan R. Wheeler – Senior Vice President – Organization Development ($2,471,928).

      The restricted stock vests in equal installments on a quarterly basis over three years following the date of grant. The grant of restricted stock was made pursuant to the terms of the 2003 Equity Plan and the terms of restricted stock award agreements. A copy of the 2003 Equity Plan previously was filed as Exhibit 10.6 to the Corporation’s Annual Report on Form 10-K for the fiscal year ended March 31, 2004 (the “2004 Form 10-K”) and is incorporated by reference. A copy of the form of restricted stock award agreement is being filed as Exhibit 10.1 to this Report.

1

      Long-Term Incentive Compensation Earned in Fiscal 2005. In addition to the annual (short-term) incentive compensation awards described above, the Compensation Committee also confirmed the amount and specified the form of payment of long-term incentive compensation awards to be granted in May 2005 with respect to fiscal year 2005 for the Named Executive Officers under the 2003 Equity Plan and other stockholder-approved compensation plans. The awards were granted based on the achievement of performance goals established by the Compensation Committee in the first quarter of fiscal 2005. At its May 11, 2005 meeting, the Compensation Committee reviewed the performance of the Corporation for the fiscal year ended March 31, 2005, considered the extent to which the applicable performance goals were satisfied and authorized the grant of the resulting long-term incentive compensation awards to participants. The Committee also determined that such long-term compensation awards would be paid to the Named Executive Officers (other than Mr. Smerge) in the form of stock options, restricted stock (which, in the case of Mr. Hannigan and Mr. Wheeler, includes restricted stock awards denominated as stock units) and deferred cash (which bears interest until paid). The Compensation Committee did not take any discretionary action to waive or modify the applicable performance goals.

      The nature and amounts of the long-term incentive compensation awards for the Named Executive Officers for fiscal 2005 are as follows:

Recipient	Long-Term Incentive Compensation
		Stock Options	Restricted Stock	Deferred Cash
Timothy R. Eller		216,000	43,117	$	2,473,200
Leldon E. Echols		75,000	14,971	$	858,750
Andrew J. Hannigan		203,979	82,153	$	-0-
Robert S. Stewart		40,000	7,985	$	458,000
Jonathan R. Wheeler		29,694	11,958	$	-0-

      The awards to Mr. Smerge, who retired effective December 31, 2004, were made pursuant to agreements entered into in the first quarter of fiscal 2005. In light of his retirement, Mr. Smerge received cash in lieu of long-term awards of $1,899,336.

      The options, restricted stock, stock units and deferred cash awards vest in equal installments on a quarterly basis over three years following the date of grant. The grant of options was made pursuant to the terms of the Amended and Restated Centex Corporation 2001 Stock Plan and the terms of stock option award agreements. A copy of the 2001 Stock Plan previously was filed as Exhibit 10.3 to the 2004 Form 10-K and is incorporated herein by reference. A copy of the form of stock option award agreement previously was filed as Exhibit 10.3a to the 2004 Form 10-K

2

and is incorporated herein by reference. The grant of restricted stock was made pursuant to the 2003 Equity Plan and the terms of restricted stock award agreements as described above. The award of stock units was made pursuant to the 2003 Equity Plan and the terms of stock unit award agreements. A copy of the form of stock unit award agreement previously was filed as Exhibit 10.6b to the 2004 Form 10-K and is incorporated herein by reference. The award of deferred cash was made pursuant to the Centex Corporation Executive Deferred Compensation Plan previously filed as Exhibit 10.9 to the 2004 Form 10-K and is incorporated herein by reference.

      Fiscal 2006 Base Salary Increases. The Compensation Committee approved increases of the base salaries for the Named Executive Officers, effective as of April 1, 2005, which ranged from 2.8% to 5%.

      Incentive Compensation to be Earned in Fiscal 2006. The Compensation Committee approved incentive compensation for each of the Named Executive Officers (other than Mr. Smerge, who has retired) for fiscal year 2006 under the Incentive Compensation Plan and the 2003 Equity Plan, subject to the satisfaction of certain performance goals. Individual performance goals for short-term incentive compensation for fiscal 2006 for all the Named Executive Officers (other than Mr. Hannigan) relate to net earnings growth and pre-tax margin improvement. The individual performance goal for long-term incentive compensation for such officers is return on stockholders’ equity. Mr. Hannigan’s individual performance goals for short-term incentive compensation for fiscal 2006 relate to homebuilding operating margin and customer satisfaction, as well as two other performance goals (one a growth measure and the other a business process measure) involving confidential business information relating to the Corporation’s homebuilding business. His individual performance goals for long-term incentive compensation relate to return on average net assets and homebuilding earnings growth. The Corporation will enter into an Award Agreement with each of the Named Executive Officers (other than Mr. Hannigan) with respect to the incentive compensation to be paid to such individuals for fiscal year 2006. Payments on the awards would be in a mix of cash and long-term measures, including any one or more of stock options, restricted stock, stock units and deferred cash. A copy of the form of Award Agreement is filed as Exhibit 10.2 to this Report.

      Amendment of Equity Plans to Provide for Net Option Exercise. The Board of Directors approved amendments to the Amended and Restated 1987 Stock Option Plan, the Eighth Amended and Restated 1998 Employee Nonqualified Stock Option Plan, the Amended and Restated 2001 Stock Plan and the 2003 Equity Plan which are intended to permit the holders of stock options granted under such plans to exercise such options on a net basis, such that the option holder may pay the exercise price by requesting that the Corporation withhold from the shares otherwise issuable an appropriate number of shares of common stock having a fair market value equal to the exercise price. Copies of the amended and restated plans reflecting these amendments will be filed as exhibits to the Corporation’s Annual Report on Form 10-K for the year ending March 31, 2005.

3

      Other Compensation Information. Additional information concerning the compensation paid to the Named Executive Officers for fiscal 2005 will be included in the Proxy Statement for the Corporation’s 2005 Annual Meeting of Stockholders, which is expected to be filed with the Securities and Exchange Commission in June 2005.

      Outside Directors Compensation. On May 11, 2005, the Corporate Governance and Nominating Committee of the Board of Directors of the Corporation approved a new compensation arrangement for each of the Corporation’s outside directors. On May 12, 2005, the Board of Directors ratified and approved the compensation arrangement. Beginning with the first meeting of the Board of Directors following the 2005 Annual Meeting of Stockholders to be held in July 2005, each outside director of the Corporation will receive the compensation for his or her services as a director listed on the Summary of Outside Director Compensation filed as Exhibit 10.3 to this Report.

Item 9.01. Financial Statements and Exhibits.

      The following exhibits are filed with this Report.

Exhibit
Number	Description
10.1	Form of restricted stock agreement for 2003 Equity Plan
10.2	Form of award agreement for incentive compensation
10.3	Summary of Outside Director Compensation

4

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 17, 2005

EX-10.1

Exhibit 10.1

Restricted Stock
2003 Plan

FY 2005 Award

Dear [Name]:

      Effective May ___, 2005 you have been awarded ___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. A copy of the Plan is available to you upon request to the Law Department.

      This Award will vest at the rate of 8¹/4% per quarter in fiscal year 2006, 8¹/4% per quarter in fiscal year 2007 and 8¹/2% per quarter in fiscal year 2008. The amounts and dates are shown below:

___shares on 06/30/2005	___shares on 06/30/2006	___shares on 06/30/2007
___shares on 09/30/2005	___shares on 09/30/2006	___shares on 09/30/2007
___shares on 12/31/2005	___shares on 12/31/2006	___shares on 12/31/2007
___shares on 03/31/2006	___shares on 03/31/2007	___shares on 03/31/2008

      The restrictions set forth in the Plan and this Award will terminate coterminously with the 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 of Restricted Stock will become freely transferable on the day following the related Lapse Date.

      You will forfeit all unvested Shares of Restricted Stock 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. However, the restrictions set forth in the Plan and this Award will terminate immediately and all of the shares covered by this Award will immediately vest (i) in the event of your death or permanent disability or (ii) if you retire from employment at the Company prior to the Lapse Date and at retirement you satisfy the definition of Vested Retirement, i.e., you are a Full Time Employee at least 55 years old, have at least 10 Years of Service and the sum of your age and Years of Service equals at least 70. Whether you have suffered a permanent disability will be determined by the Committee, in its sole and absolute discretion. 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.

      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. This Award has been signed in duplicate by the Company and delivered to you, and (when you sign below) has been accepted by you effective as of May ___, 2005.

ACCEPTED	CENTEX CORPORATION
as of May___, 2005
[Name]	[Name]
	[Title]

EX-10.2

Exhibit 10.2

AWARD AGREEMENT

      This Award Agreement (“Agreement”) is made as of May ___, 2005 between Centex Corporation, a Nevada corporation (the “Corporation”), and ___(the “Participant”) under the stockholder-approved Centex Corporation 2003 Annual Incentive Compensation Plan (the “Incentive Plan”) and the stockholder-approved Centex Corporation 2003 Equity Incentive Plan (the “Equity Plan” and, together with the Incentive Plan, the “Plans”), and sets forth the terms, conditions and limitations applicable to an Award to the Participant relative to fiscal year 2006.

      This Agreement is subject to the Plans (which may be amended from time to time), and the Plans will govern where there is any inconsistency between the Plans and this Agreement. The provisions of the Plans are also the provisions of this Agreement, and all terms, provisions and definitions set forth in the Plans 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 Plans.

      The maximum cash Award that may be paid to the Participant for fiscal year 2006 is two percent (2%) of the reported net income of the Corporation and its subsidiaries for such fiscal year. The maximum equity award that may be paid or issued to the Participant for fiscal year 2006 is the amount specified in the Equity Plan. The actual equity to be granted pursuant to this Award may be granted under the Equity Plan or other stockholder-approved equity plan of the Corporation. Attached hereto is a chart that describes the short-term and long-term performance goal or goals applicable to this Agreement and the percentage of the maximum Award to be paid, depending on what level(s) of the performance goal(s) is or are achieved during fiscal year 2006. Further, if the net earnings from continuing operations are less in fiscal year 2006 than the preceding fiscal year, any cash bonus earned under this chart will be subject to the approval of the Compensation and Management Development Committee and the Board of Directors of the Corporation. The Corporation acknowledges that the operating results of Centex Corporation and its subsidiaries during fiscal year 2006 are substantially uncertain, and, accordingly, it is substantially uncertain whether the performance goal(s) will be satisfied during fiscal year 2006.

      Payment of an Award will be made to the Participant following the conclusion of fiscal year 2006, upon the conditions that the performance goal or goals specified herein have been achieved and the Committee has reviewed and approved the Award. No Award will be granted to a Participant who is not employed by the Corporation on the last day of the fiscal year, unless otherwise specified by the Committee.

CENTEX CORPORATION	PARTICIPANT
By:

EX-10.3

Exhibit No. 10.3

Summary of Outside Director Compensation

      Each outside director of Centex Corporation will receive the following compensation for his or her services as a director:

      • The compensation package consists of annual compensation having a value of $300,000. No separate meeting fees will be payable for attending board and committee meetings.

      One-third of the annual compensation amount will be paid in the form of cash, payable in monthly installments.

      One-third of the annual compensation amount will be paid in the form of restricted stock, to be issued at the beginning of the Board year commencing immediately after the annual meeting of stockholders. Restricted stock awards will vest immediately but will be subject to certain restrictions set forth in the Plan and the award agreement. Generally, the restrictions will lapse three years after the anniversary of the date of grant. The restrictions will terminate immediately upon the director’s retirement, death or disability or upon a change in control. These restricted stock awards to directors will be made under the Corporation’s stockholder-approved Amended and Restated Centex Corporation 2003 Equity Incentive Plan and the terms of restricted stock award agreements.

      One-third of this annual compensation amount will be paid in the form of stock options, to be granted at the meeting of the Compensation and Management Development Committee of the Board of Directors held in the May after the fiscal year for which the options are granted. The number of shares of common stock subject to these awards will be determined based on the Black-Scholes valuation methodology as of the date of grant. Options granted to directors will vest upon grant. These stock option awards to directors will be made under and pursuant to the Corporation’s stockholder-approved Amended and Restated Centex Corporation 2001 Stock Plan and the terms of stock option award agreements.

      Directors joining the Board during a Board year or fiscal year, as the case may be, will receive a pro-rata portion of the compensation based upon the effective date of their election to the Board.

      • The chairperson of the Audit Committee will receive additional compensation of $25,000, payable in monthly installments. The chairperson of each of the Compensation and Management Development Committee and the Corporate Governance and Nominating Committee will receive additional compensation of $15,000, payable in monthly installments.

      • The lead director will receive additional compensation of $25,000, payable in monthly installments.

      • Directors will be entitled to other compensation pursuant to existing plans in which they are eligible to participate, including group medical insurance.